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EXHIBIT 4.3
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made this 5th
day of August. 1996 by and among XXXXXXX CORPORATION, a Georgia corporation
("Xxxxxxx"), and those other persons who are signatories hereto (individually, a
"Shareholder" and collectively, the "Shareholders").
RECITALS
WHEREAS, Xxxxxxx, N Acquisition Corp., a Georgia corporation and wholly
owned subsidiary of Xxxxxxx (the "Subsidiary"), American Technical resources,
Inc., Virginia corporation ("ATI") and the Shareholders, have entered into an
Agreement and Plan of Reorganization (the "Merger Agreement") dated as of even
date herewith, providing for the acquisition of ATI by Xxxxxxx through a merger
(the "Merger") of the Subsidiary into ATI with ATI being the corporation
surviving the Merger;
WHEREAS, the Shareholders upon consummation of the Merger will hold not
less than 1,000,000 shares of the issued and outstanding common stock, par
value, of Xxxxxxx (the "Common Stock"); and
WHEREAS, the parties to the Merger Agreement desire Xxxxxxx to register
the shares of Common Stock under the 1933 Act (as hereafter defined) for resale
by the Shareholders and the execution and delivery of this Agreement is a
condition precedent to the consummation of the Merger.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
I. Registration Rights.
1.1. Definitions
(a) The terms "register," registered" and "registration" refer
to a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933, as amended (the
"1933 Act"), and the automatic effectiveness or the declaration or ordering of
effectiveness of such registration statement or document.
(b) The term "Registrable Securities" means shares of Common
Stock issued or to be issued to any Holder in the Merger,) but shall not include
any Common Stock (i) which has been effectively registered under the 1933 Act
and disposed of in accordance with a registration statement covering such
security or (ii) which has been sold, transferred or distributed to the public
pursuant to Rule 144 under the 1933 Act.
(c) The term "Holder" means (i) a Shareholder and (ii) a
transferee of Registrable Securities from a Holder provided such transfer
complies with Section 1.9 of this Agreement.
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(d) The term "Form S-3" means such form under the 1933 Act as
in effect on the date hereof or any successor registration form to Form S-3
under the 1933 Act subsequently adopted by the Securities and Exchange
Commission (the "SEC").
(e) The term "affiliate" means a person or entity directly or
indirectly controlled by, controlling or under common control with another
person or entity.
1.2 Registrations
(a) i) Xxxxxxx shall prepare and file with the SEC on or about
February 1, 1997, but no later than March 1, 1997 (or, if Xxxxxxx is not then
eligible to file a resale registration statement on Form S-3, as promptly as
practicable after the Company becomes so eligible), a registration statement
(the "Initial Registration Statement") on Form S-3 for the registration of
Registrable Securities under the 1933 Act for the resale of the Registrable
Securities issued in the Merger by the Holders from time to time, covering all
the Registrable Securities issued in the Merger, and shall use its best efforts
to have such registration become effective.
(b) A reasonable time before filing a registration statement
or prospectus or any amendment or supplement thereto, Xxxxxxx will furnish to
the counsel selected by the Holders of a majority of the Registrable Securities
covered by such registration statement copies of all such documents proposed to
be filed.
(c) Xxxxxxx shall prepare and file with the SEC such
amendments and supplements to each registration statement filed hereunder and
the prospectus used in connection therewith as may be necessary to keep the
registration statement effective until the earlier of (i) the time when all the
Registrable Securities covered by such registration statement have been sold by
the Holders and (ii) the date as of which each Holder is entitled to commence
sales of the Registrable Securities covered by such registration statement held
by such Holder pursuant to Rule 144 under the 1933 Act and subject to the
limitations set forth therein.
(d) Subject to the limitations set forth in Section 1.8 hereof
and subject to compliance with the obligations imposed by federal and state
securities laws, each Holder shall be entitled to make sales of Registrable
Securities pursuant a registration statement without limit.
1.3 Obligations of Xxxxxxx
Whenever required under Section 1.2, to register any
Registrable Securities or to amend a registration statement filed hereunder,
Xxxxxxx shall:
(a) During the period set forth in Section 1.2(c), prepare and
file with the SEC such amendments and supplements to such registration statement
and the prospectus used in connection with such registration statement, and use
its best efforts to cause such amendment to become effective, as may be
necessary to comply with the provisions of the 1933 Act with respect to the
disposition of all securities covered by such registration statement;
(b) Furnish to the Holders such reasonable number of copies of
such registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each preliminary
prospectus), any documents incorporated by reference into the registration
statement and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them;
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(c) Use all reasonable efforts to register or qualify the
securities covered by such registration statement under the securities or Blue
Sky laws of such jurisdictions as shall be reasonably requested by the Holders,
except that Xxxxxxx shall not for any such purpose be required to qualify
generally to do business as a foreign corporation in any jurisdiction wherein it
would not but for the requirements of this paragraph (c) be obligated to be so
qualified or to consent to general service of process in any such jurisdiction,
or to maintain the effectiveness of any such registration or qualification for
any period during which it is not required to maintain the effectiveness of the
related registration of such securities under the 1933 Act pursuant to Section
1.2(c).
(d) Promptly notify each Holder of Registrable Securities
covered by such registration statement, at any time when a prospectus relating
thereto covered by such registration statement is required to be delivered under
the 1933 Act, of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing and promptly file such amendments and
supplements which may be required pursuant to paragraph (a) of this Section 1.3
on account of such event and use its best efforts to cause each such amendment
and supplement to become effective;
(e) Use its best efforts to cause the Registrable Securities
to be listed on each national securities exchange on which its Common Stock is
then listed (provided, however, that Xxxxxxx shall have no obligation to apply
for the listing of its Common Stock on a national securities exchange); and
(f) Otherwise use its best efforts to comply with all rules
and regulations of the SEC applicable to Xxxxxxx in connection with the
registration or sale of such Registrable Securities, and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve months beginning with the first day of
Xxxxxxx'x first full calendar quarter after the effective date of the
registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the 1933 Act and Rule 158 thereunder.
1.4 Furnishing of Information
It shall be a condition precedent to the obligations of
Xxxxxxx to take any action pursuant to this Agreement that the selling Holders
shall furnish to Xxxxxxx in writing such information regarding themselves or the
Registrable Securities held by them, and the intended method of disposition of
such securities, as shall be reasonably requested by Xxxxxxx in order to effect
the registration of their Registrable Securities and to perform its other
obligations hereunder.
1.5 Expenses
All expenses of Xxxxxxx incurred in connection with each of
the registrations, filings or qualifications pursuant to Section 1.2 (including
all amendments thereto), including (without limitation) all registration,
printing and accounting fees, fees and disbursements of counsel for Xxxxxxx
shall be borne by Xxxxxxx. All expenses incurred by the Holders, including
(without limitation) all fees and disbursements of counsel for the Holders shall
be borne by the
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Holders, and each Holder shall bear any underwriter discounts or brokerage fees
or commissions relating to the sale of its Registrable Securities.
1.6 Indemnification
In the event any Registrable Securities are included in a
registration statement under this Agreement:
(a) To the fullest extent permitted by law, Xxxxxxx will and
hereby does indemnify and hold harmless each selling Holder, and each person, if
any, who controls such Holder within the meaning of the 1933 Act or the
Securities Exchange Act of 1934, as amended (the "1934 Act"), against any
losses, claims, damages or liabilities (joint or several) to which they may
become subject under the 1933 Act, the 1934 Act or other federal or state law or
common law, insofar a such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations (each a "Violation"): (i) any untrue statement or
alleged untrue statement of a material fact contained in such registration
statement, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading (including in any prospectus or preliminary prospectus included
therein), unless such untrue statement or alleged untrue statement or omission
or alleged omission was contained in or omitted from a preliminary prospectus
and corrected in a final or amended prospectus and the seller failed to deliver
a copy of the final or amended prospectus at or prior to the confirmation of the
same of the registered securities to the persons asserting any such loss, claim,
damage or liability in the case where such delivery is required by the 1933 Act,
or (ii) any other violation by Xxxxxxx of the 1933 Act or any other securities
law or any rule or regulation promulgated thereunder applicable to Xxxxxxx in
connection with the registration, qualification or sale of such Registrable
Securities. Xxxxxxx will reimburse each such selling Holder, or controlling
person for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action. The indemnity agreement contained in this Section 1.6(a) shall not apply
to amounts paid in settlement of any loss, claim, damage, liability or action if
such settlement is effected without the consent of Xxxxxxx nor shall Xxxxxxx be
liable to a Holder in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for inclusion in such registration by or on behalf of such Holder or
controlling person.
(b) To the fullest extent permitted by law, each selling
Holder will and hereby does indemnify and hold harmless Xxxxxxx, each of its
directors, each of its officers who sign the registration statement, each
person, if any, who controls Xxxxxxx within the meaning of the 1933 Act or the
1934 Act, each agent and any other selling Holder selling securities in such
registration statement and any person who controls such selling Holder, against
any losses, claims, damages or liabilities (joint or several) to which they may
become subject under the 1933 Act, the 1934 Act or other federal or state or
common law, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any Violation, in each case
to the extent (and only to the extent) that such Violation occurs in reliance
upon and in conformity with written information furnished by or on behalf of
such Holder expressly for inclusion in such registration statement; and each
such selling Holder will reimburse any legal or other expenses reasonably
incurred by (x) Xxxxxxx or any such director, officer, agent, controlling person
of Xxxxxxx, or (y) any such other selling Holder, or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action. The indemnity
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agreement contained in this Section 1.6(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the selling Holder nor, in the
case of a sale directly by Xxxxxxx of its securities (including a sale of such
securities through any underwriter retained by Xxxxxxx to engage in a
distribution solely on behalf of Xxxxxxx), shall the selling Holder be liable to
Xxxxxxx in any case in which such untrue statement or alleged untrue statement
or omission or alleged omission was contained in a preliminary prospectus and
corrected in a final or amended prospectus, and Xxxxxxx failed to deliver a copy
of the final or amended prospectus at or prior to the confirmation of the sale
of the securities to the person asserting any such loss, claim, damage or
liability in any case where such delivery is required by the 1933 Act.
(c) Each indemnified party or parties shall give reasonably
prompt notice to each indemnifying party of parties of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure so to notify an indemnifying party or parties shall not relieve it or
them from any liability which it or they may have under this indemnity
agreement, except to the extent that the indemnifying party is materially
prejudiced by such failure to give notice. The indemnifying party or parties may
assume the defense of such action or proceeding at such indemnifying party's or
parties' expense with counsel chosen by the indemnifying party or parties
provided, however, that if such indemnified party or parties determine in good
faith that a conflict of interest exists and that therefore it is advisable for
such indemnified party or parties to be represented by separate counsel or that,
upon advice of counsel, there may be legal defenses available to it or them
which are different from or in addition to those available to the indemnifying
party, then the indemnifying party or parties shall not be entitled to assume
such defense and the indemnified party or parties shall be entitled to separate
counsel at the indemnifying party's or parties' expense. If an indemnifying
party or parties is not so entitled to assume the defense of such action or does
not assume such defense, after having received the notice referred to in the
first sentence of this paragraph, the indemnifying party or parties will pay the
reasonable fees and expenses of counsel for the indemnified party or parties.
Notwithstanding the foregoing, the indemnifying party shall not be obligated to
pay the reasonable fees and expenses of more than one counsel for the
indemnified parties with respect to any claim, unless in the reasonable judgment
of counsel to any indemnified party, expressed in a writing delivered to the
indemnifying party, a conflict of interest actually exists between such
indemnified party and any other indemnified party with respect to such claim, in
which event the indemnifying party shall be obligated to pay the reasonable fees
and expenses of such additional counsel or counsels (which shall be limited to
one counsel per indemnified party). No indemnifying party or parties will be
liable for any settlement effected without the written consent of such
indemnifying party or parties. If an indemnifying party is entitled to assume,
and assumes, the defense of such action or proceeding in accordance with this
paragraph, such indemnifying party or parties shall not, except as otherwise
provided in this subsection (c), be liable for any fees and expenses of counsel
for the indemnified parties incurred thereafter in connection with such action
or proceeding.
(d) If the indemnification provided for in this Section 1.6 is
unavailable to a party that would have been an indemnified party under this
Section 1.6 in respect of any claims referred to herein, then each party that
would have been an indemnifying party hereunder shall, in lieu of indemnifying
such indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such claims in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and such indemnified party on the other in connection with the
action, statement or omission which resulted in such claims, as well as any
other relevant equitable considerations. The relative fault shall be determined
by
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reference to, among other things, whether the untrue or alleged omission to
state a material fact relates to information supplied by the indemnifying party
or such indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
Xxxxxxx and each selling Holder of registered securities agrees that it would
not be just and equitable if contribution pursuant to this Section 1.6(d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
Section 1.6(d). The amount paid or payable by an indemnified party as a result
of the claims referred to above in this Section 1.6(d) shall include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigation or defending any such action or claim.
(e) Without the prior written consent of the indemnified
party, no indemnifying party shall consent to entry of judgment or enter into
any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release of
all liability of the indemnified party in respect of such claim.
(f) No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution
from any person who was not guilty of fraudulent misrepresentation within the
meaning of such Section 11(f).
1.7 Availability of Rule 144
With a view to making available to the Holders the benefits of
Rule 144 promulgated under the 1933 Act and any other rule or regulation of the
SEC that may at any time permit a Holder to sell securities of Xxxxxxx to the
public without registration and with a view to making it possible for the
Holders to register the registered securities pursuant to a registration
statement on Form S-3, Xxxxxxx agrees to use its best efforts;
(a) to make and keep public information available, as those
terms are understood and defined in Rule 144;
(b) to file with the SEC in a timely manner all reports and
other documents required of Xxxxxxx under the 1933 Act and the 1934 Act; and
(c) to furnish any Holder so long as the Holder owns any
Registrable Securities forthwith upon request (i) a written statement by Xxxxxxx
as to its compliance with the reporting requirements of Rule 144, the 1933 Act
and the 1934 Act or as to its qualification as a registrant whose securities may
be resold pursuant to Form S-3, (ii) a copy of the most recent annual or
quarterly report of Xxxxxxx and such other reports and documents so filed by
Xxxxxxx, and (iii) such other information as may be reasonably requested in
availing the Holder of any rule or regulation of the SEC which permits the
selling of any such securities without registration or pursuant to such form.
1.8 Holdback Agreements
Notwithstanding anything set forth herein to the contrary, in
the event that Xxxxxxx notifies the Holders that it has determined in good faith
that, in light of the pendency of negotiations or discussions relating to a
potential transaction involving Xxxxxxx or one or more of its affiliates or
other developments relating to or affecting Xxxxxxx (the details of which need
not be set forth in such notice), compliance with its disclosure obligations in
connection with any
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registration statement filed pursuant to Section 1.2 could adversely affect
Xxxxxxx or the prospects of entering into any such potential transaction, the
Holders shall thereafter refrain from selling or otherwise distributing any
Registrable Securities for the period of time set forth in such notice or, if no
period is specified, until the Holders are subsequently notified by Xxxxxxx that
they may resume selling Registrable Securities pursuant to such registration
statement; provided, however, that the Holders shall not be so restricted by
this provision of this Section 1.8 on more than three separate occasions during
the term of this Agreement or for any period exceeding 45 consecutive days.
1.9 Transfer of Registration Rights
The registration rights of a Holder under this
Agreement may be transferred to any transferee who acquires all of the shares of
Common Stock originally acquired by such Holder if such transfer is permitted
under the terms of the Merger Agreement, provided, however, that Xxxxxxx is
given written notice by the transferor at the time of such transfer stating the
name and address of the transferee and identifying the securities with respect
to which the rights under this Agreement are being assigned and provided further
that the transferee agrees with Xxxxxxx in writing to acquire and hold such
securities subject to each of the provisions of this Agreement.
2. Representations and Warranties of the Shareholders
As an inducement to Xxxxxxx to issue the Registrable
Securities to each Shareholder, each Shareholder represents and warrants to
Xxxxxxx as follows:
2.1 No Distribution
Each Shareholder is acquiring the Registrable Securities for
its own account with no view to any distribution thereof in violation of the
1933 Act. Each Shareholder understands that since the Registrable Securities
have not been registered under the 1933 Act, the Registrable Securities must be
held indefinitely unless they are subsequently registered under the 1933 Act or
an exemption from such registration is available. Each Shareholder acknowledges
that Xxxxxxx is under no obligation to register under the 1933 Act any sale of
the Registrable Securities or to comply with any provisions which would entitle
any such sale to any exemption from registration, except as provided in this
Agreement. Each Shareholder is fully familiar with Rule 144 promulgated under
the 1933 Act.
2.2 Information Made Available
Each Shareholder has received and reviewed Xxxxxxx'x most
recent Annual Report to Stockholders, it most recent Annual Report on Form 10-K
and its most recent Quarterly Report on Form 10-Q. In addition, each Shareholder
has had the opportunity to discuss Xxxxxxx'x business, management and financial
affairs with Xxxxxxx'x management. Each Shareholder has such knowledge and
experience in financial matters that it is capable of evaluating the merits and
risks of an investment in the Registrable Securities. Each Shareholder's
financial condition is such that it is able to bear all economic risks of
investment in the Registrable Securities, including the risks of holding the
Registrable Securities for an indefinite period of time.
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2.3 Legend Requirement
Each stock certificate representing the Registrable Securities
shall bear a legend in, or substantially in, the following form and any other
legend required by any applicable state securities or Blue Sky laws:
"The shares represented by this certificate
have not been registered under the
Securities Act of 1933, as amended, or any
state securities laws and may not be sold,
pledged or otherwise transferred without an
effective registration under said Act and
any applicable state securities laws or
unless the company shall have received an
opinion satisfactory to the company of
counsel satisfactory to the company that an
exemption from registration under such Act
and any applicable state securities laws is
then available. The securities represented
by this certificate (the "Securities") have
been (I) acquired for investment, (II)
issued and sold in reliance on the exemption
from registration under the Georgia
Securities Act of 1973 (the "Act") provided
by Section 9(M) of the Act; and (III) issued
and sold in reliance upon an exemption from
registration under the Securities Act of
1933 (the "1933 Act"). The Securities cannot
be offered for sale, sold or transferred
other than pursuant to (I) an effective
registration under the Act or in a
transaction which is otherwise in compliance
with the Act; (II) an effective registration
under the 1933 Act or in a transaction
otherwise in compliance with the 1933 Act;
and (III) evidence satisfactory to the
issuer of compliance with the applicable
securities laws of any other jurisdiction.
The issuer shall be entitled to rely upon an
opinion of counsel satisfactory to it with
respect to compliance with the above laws."
Xxxxxxx may maintain a "stop transfer order" against the Registrable Securities.
2.4 Prospectus Requirements
Each Shareholder hereby covenants with Xxxxxxx that
it will promptly advise Xxxxxxx of any changes in the information concerning
each Shareholder contained in a registration statement filed hereunder and that
such Shareholder will not make any sale of Registrable Securities pursuant to
any registration statement without complying with the prospectus delivery
requirements of the 1933 Act. Each Shareholder acknowledges that occasionally
there may be times when Xxxxxxx must temporarily suspend the use of the
prospectus forming a part of any such registration statement until such time as
an amendment to such registration statement has been filed by Xxxxxxx and
declared effective by the SEC, the relevant prospectus supplemented by Xxxxxxx
or until such time as Xxxxxxx has filed an appropriate report with the SEC
pursuant to the 1934 Act. During any period in which sales are
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suspended and upon notice of such suspension from Xxxxxxx, each Shareholder
agrees not to sell any such Registrable Securities pursuant to any such
prospectus. Each Shareholder covenants that he will not sell any Shares pursuant
to any such prospectus during the period commencing at the time at which Xxxxxxx
gives such Shareholder notice of the suspension of the use of said prospectus
and ending at the time Xxxxxxx gives notice that such Shareholder may thereafter
effect sales pursuant to said prospectus.
3. Miscellaneous
3.1 Notices
All notices, requests, demands and other communications which
are required to be or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered in person or upon receipt
when transmitted by telecopy or telex or after dispatch by certified or
registered first class mail, postage prepaid, return receipt requested, or
Federal Express, to the party to whom the same is so given or made:
If to Xxxxxxx, to:
Xxxxxxx Corporation
0000 Xxxxxxxx Xxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: General Counsel
or to such other person at such other place as Xxxxxxx shall designate to the
Shareholders in writing;
If to a Shareholder, to the address set forth on Exhibit 1
hereto, or to such other address subsequently provided by such Shareholder to
Xxxxxxx.
3.2 Entire Agreement
This Agreement constitutes the entire agreement between the
parties hereto and supersedes all prior agreements, representations, warranties,
statements, promises, and understandings, whether written or oral, with respect
to the subject matter thereof, and cannot be changed or terminated orally. No
party hereto shall be bound by or charged with any written or oral agreements,
representations, warranties, statements, promises, or understandings not
specifically set forth in this Agreement.
3.3 Headings: Certain Terms
The section and other headings contained in this Agreement are
for reference purposes only and shall not be deemed to be part of this Agreement
or to affect the meaning or interpretation of this Agreement.
3.4 Governing Law
All questions concerning the construction, validity and
interpretation of this Agreement and the schedule hereto will be governed by the
law of the State of Georgia.
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3.5 Severability
If any term or provision of this Agreement shall to any extent
be invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby, and each term and provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.
3.6 Termination of Agreement
This Agreement shall terminate on the date as of which each
Holder is entitled to commence selling the Registrable Securities held by such
Holder pursuant to Rule 144 under the 1933 Act and subject to the limitations
set forth therein.
3.7 Amendments and Waivers
Except as otherwise provided herein, the provisions of this
Agreement may be amended or waived only upon the prior written consent of
Xxxxxxx and the Holders of at least 75% of the Registrable Securities
outstanding at the time.
3.8 Section References
All references contained in this Agreement to any section
number are references to sections of this Agreement unless otherwise
specifically stated.
3.9 Counterparts
This Agreement may be executed in any number of counterparts,
each of which, when executed, shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
3.10 Binding Effect
This Agreement shall be binding on all successors and assigns
of Xxxxxxx, whether by merger, reorganization, sale of assets or otherwise.
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement, or
have caused this Agreement to be signed on their behalf by an officer or
representative thereunder duly authorized, on the respective dates states below:
XXXXXXX CORPORATION
By: /s/ Xxxx X. Xxxx
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Title: Vice President
SHAREHOLDERS:
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxx, III
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Xxxxx X. Xxxx, III
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
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