Exhibit 10.58
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement, dated as of May 23, 1997 (the
"Agreement"), by and among Clearview Cinema Group, Inc., a Delaware corporation
(the "Company"), CMNY Capital II, L.P., a Delaware limited partnership
("CMNY"), MidMark Capital, L.P., a Delaware limited partnership ("MidMark"),
Xxxxxxx Cinema, Inc., a New Jersey corporation, A. Xxxx Xxxx ("Mayo"), Xxxxx X.
Xxxxx, Xxxxxxx X. Xxxx, Xxxx and Xxxxx Xxx and Xxxxx X. Xxxxxx (collectively,
other than the Company, the "Stockholders").
The parties hereto, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, agree as follows:
1. Definitions. The following terms have the meanings set forth in
this Section 1 unless the context clearly otherwise requires:
(a) "Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.
(b) "Commission" means the Securities and Exchange
Commission.
(c) "Common Stock" means the Common Stock, $.01 par value, of
the Company.
(d) "Holder" means any Stockholder so long as such
Stockholder is a holder of any Registrable Securities and such Stockholder's
permitted successors, transferees and assigns so long as any such successor,
transferee or assignee executes and delivers a written agreement, in form and
substance satisfactory to the Company, agreeing to be bound by the provisions
of this Agreement.
(e) "Offering" means any public offering of shares of Common
Stock by the Company or any holder thereof in accordance with the registration
requirements of the Act other than the initial public offering of shares of
Common Stock pursuant to the Company's registration statement on Form SB-2 to
be filed with the Commission on May 27, 1997 (the "Initial Offering").
(f) "Registrable Securities" means any shares of Common Stock
now or hereafter held by the Stockholders other than Unrestricted Securities.
(g) "Registration", "register" and like words mean compliance
with all of the laws, rules and regulations (federal, state and local), and
provisions of agreements and corporate documents pertaining to the public
offering of securities, including registration of any public offering of
securities on any form under the Act.
(h) "Unrestricted Securities" means, at any time, any shares
of Common Stock beneficially owned by any Stockholder that can be transferred
by such Stockholder without registration under the Act, excluding any shares of
Common Stock that are held by any Stockholder who is an affiliate of the
Company (as such term is defined in Rule 144(a) under the Act).
2. Requested Registration.
(a) If any of Mayo, CMNY or MidMark shall notify the Company
after the first anniversary of the consummation of the Initial Offering that he
or it proposes to sell or transfer any of his or its Registrable Securities and
requests registration thereof, the Company shall promptly give notice of such
request to all other Holders and comply with Section 2(b). Upon receipt of such
notice, each such Holder may elect to participate in the applicable Offering.
To make such election, any such Holder must give notice to the Company of such
Holder's election and the number of shares of Common Stock that such Holder
wishes to sell in such Offering within fifteen (15) days of the day that the
Company gave notice of such request. If the managing underwriter or sole
underwriter of any Offering being registered pursuant to this Section 2(a)
advises the Holders participating therein in writing that marketing factors
require a limitation on the number of shares of Common Stock to be underwritten
in such Offering, then the number of shares of Common Stock that may be
included in such Offering shall be allocated among all Holders participating in
such offering in proportion, as nearly as practicable, to the respective
numbers of shares of Common Stock held by or issuable to such Holders at the
time of the filing of the registration statement for such Offering. Any
provision herein to the contrary notwithstanding, the right to request
registration pursuant to this Section 2 shall be limited to two registrations
initiated by each of Mayo, CMNY and MidMark; provided, however, that (i) no
such request shall require that a registration statement therefor shall become
effective prior to 180 days after the effective date of a registration
statement that shall have been filed by the Company covering a firm commitment
underwritten Offering, if the Company shall theretofore have given notice of
such registration statement to the Holders pursuant to this Section 2(a) or
Section 5 and shall have pursued the preparation, filing and effectiveness of
such registration statement with reasonable diligence; and (ii) the Company
shall not be required to effect such a registration unless the Holder
requesting registration proposes to dispose of Registrable Securities having an
aggregate disposition price (before deduction of underwriting discounts and
expenses of sale) of at least $1,000,000. A right to demand registration shall
be deemed to have been exercised when the registration statement filed on
account of such exercise has been declared effective by the Commission.
(b) Following receipt of a request pursuant to Section 2(a),
the Company shall (i) file within 90 days a registration statement on the
appropriate form under the Act for the shares of Common Stock that the Company
has been requested to register, including the shares of Common Stock of any
Holder who elects to participate in response to the notice from the Company to
the Holders as provided in Section 2(a); (ii) if the applicable Offering is
pursuant to an underwriting agreement (the managing underwriter or sole
underwriter, as applicable, being the person selected by the Holders of more
than fifty percent of the shares of Common Stock to be registered), enter into
an underwriting agreement in such form as said managing or sole underwriter
shall require (which must only contain terms and conditions customary for
offerings of equity securities of entities with market capitalizations that are
approximately equal to the Company's then-market capitalization and may contain
customary provisions requiring the Company and the relevant Holders to
indemnify and provide contribution to the underwriter or underwriters of such
Offering); (iii) use its reasonable best efforts to have such registration
statement declared effective as promptly as practicable and remain effective
for at least 180 days; (iv) notify the relevant Holders, promptly after it has
received notice thereof, of the time when such registration statement has
become effective or
- 2 -
any supplement to any prospectus forming a part of such registration statement
has been filed; (v) notify the relevant Holders promptly of any request by the
Commission for the amending of such registration statement or for the
supplementing of any prospectus forming a part of such registration statement
or for additional information; (vi) prepare and file with the Commission,
promptly upon any relevant Holder's request, any amendment to such registration
statement or supplement to such prospectus that, in the opinion of counsel for
such Holder, may be necessary or advisable in connection with the distribution
of the shares of Common Stock registered under such registration statement;
(vii) prepare and promptly file with the Commission and promptly notify the
Holders of the filing of such amendment to such registration statement or
supplement to such prospectus as may be necessary to correct any statement or
omission; (viii) in case any Holder is required to deliver a prospectus with
respect to the applicable Offering at a time when the prospectus forming a part
of such registration statement which is then in effect may no longer be used
under the Act, prepare promptly upon request such amendment or amendments to
such registration statement as may be necessary to permit compliance with the
requirements of Section 5 of the Act; (ix) not file any amendment to such
registration statement or supplement to such prospectus to which any relevant
Holder shall reasonably object after having been furnished a copy thereof at a
reasonable time prior to the filing thereof; (x) advise each applicable Holder
promptly, after it has received notice or obtained knowledge thereof, of the
issuance of any stop order by the Commission suspending the effectiveness of
such registration statement or the initiation or threatening of any proceeding
for that purpose and promptly use its reasonable best efforts to prevent the
issuance of any such stop order or to obtain its withdrawal if any such stop
order shall have been issued; (xi) use its reasonable best efforts to qualify
the shares of Common Stock being registered on such registration statement for
sale under the securities laws of such states as the relevant Holders may
reasonably request, except that it shall not be required in connection
therewith or as a condition thereof to execute a general consent to service or
qualify to do business in any such states or otherwise to subject itself to
taxation therein solely because of such qualification; (xii) furnish to each
applicable Holder as soon as available copies of such registration statement
and each preliminary or final prospectus forming a part of such registration
statement and any supplement thereto required to be prepared pursuant to this
Section 2, all in such quantities as such Holder may from time to time
reasonably request; and (xiii) refrain from issuing or selling or registering
for sale by any other person, during the 90-day period commencing 30 days
before and ending 60 days after the effective date of such registration
statement, any securities other than the shares of Common Stock registered for
sale under such registration statement.
3. Information to be Furnished by Holders. Each Holder participating
in an Offering pursuant to Section 2 or Section 5 shall furnish to the Company
in writing all information within such Holder's possession or knowledge
required by the applicable rules and regulations of the Commission and by any
applicable state securities or blue sky laws concerning such Holder, the
proposed method of sale or other disposition of the shares of Common Stock
being sold by such Holder in such Offering, and the identity of and
compensation to be paid to any proposed underwriter or underwriters to be
employed in connection with such Offering.
4. Costs and Expenses. Except as provided in the last sentence of this
Section 4, the Company shall pay all costs and expenses in connection with the
registration of any Offering under this Agreement. Such costs and expenses for
any Offering, include: (a) the
- 3 -
reasonable fees and expenses of the Company's counsel and one special counsel
selected by the Holders offering shares of Common Stock in such Offering; (b)
the fees and expenses of the Company's accountants and auditors; (c) the costs
and expenses incident to the preparation, printing and filing of any and all
documents to be filed under the Act and any applicable state securities or blue
sky laws in connection with such Offering, each prospectus forming a part of
the relevant registration statement and all amendments thereof and supplements
thereto; (d) the costs incurred in connection with the qualification of the
Offering and the shares of Common Stock being offered in such Offering under
any applicable state securities or blue sky laws (including any related fees
and disbursements); (e) the cost of listing the shares of Common Stock being
offered in such Offering on any exchange; (f) the cost of furnishing to each
Holder such copies as such Holder shall reasonably request of the relevant
registration statement, each preliminary prospectus and the final prospectus
forming part of such registration statement and each amendment thereof or
supplement thereto; and (g) all expenses incident to delivery of the shares of
Common Stock being offered in such Offering to any underwriter or underwriters.
Notwithstanding anything to the contrary set forth herein, the Company shall
not be obligated to pay (i) the commissions or discounts payable to any
underwriter for any shares of Common Stock sold by any Holder or (ii) any costs
or expenses incurred in connection with any registration statement referred to
in Section 5 which any other person on whose behalf such registration statement
is being filed has agreed to pay.
5. Incidental Registration. If the Company shall at any time propose
for itself or any other person the registration under the Act of any Offering
(other than any Offering in connection with any employee benefit plan or a
transaction required to be registered by means of a registration statement on
Form S-4), the Company shall give notice of such proposed registration to all
Holders. Upon receipt of such notice, each Holder may elect to participate in
such Offering. To make such election, any such Holder must give notice to the
Company of such Holder's election and the number of Registrable Securities that
such Holder wishes to sell in such Offering within fifteen (15) days of the day
that the Company gave notice of such Offering. Subject to the provisions of the
last sentence of this Section 5, the Company shall include in such Offering
such Registrable Securities and shall cause the managing underwriter or sole
underwriter of such Offering, if any, to enter into an underwriting agreement
that will have all such electing Holders as parties thereto. Except to the
extent governed by an agreement between the Company and another person, the
provisions of Sections 2(b) and 4 of this Agreement shall be applicable to any
registration of Registrable Securities under this Section 5. The right to
registration provided in this Section 5 is in addition to and not in lieu of
the demand registration rights provided in Section 2. The rights provided in
this Section 5 are available to any Holder even though such Holder may be free
at the time to sell all of the Registrable Securities of such Holder with
respect to which registration is requested in accordance with Rule 144 (or any
similar rule or regulation) under the Act. If the Company proposes to sell any
shares of Common Stock for its own account or any person who is not a Holder
has the right to sell any shares of Common Stock under any registration
statement filed pursuant to Section 2, then the Holder who requested that such
registration statement be filed shall have the option to require that such
registration statement be deemed a registration under this Section 5 and not
constitute an exercise of such Holder's rights under Section 2. If the managing
underwriter or sole underwriter of any Offering subject to the provisions of
this Section 5 advises the Holders participating therein in writing that
marketing factors require a limitation on the number of shares of Common Stock
to be underwritten in such Offering, then
- 4 -
the number of shares of Common Stock that may be included in such Offering
shall be allocated as follows: (i) all shares of Common Stock to be sold for
the account of the Company shall be included; and (ii) the remaining shares of
Common Stock that may be sold pursuant to the advice of such managing
underwriter shall be allocated among all Holders and other persons
participating in such Offering in proportion, as nearly as practicable, to the
respective numbers of shares of Common Stock held by or issuable to all such
persons at the time of the filing of the registration statement for such
Offering.
6. Indemnification by Company. The Company shall, to the maximum
extent permitted by law, indemnify and hold harmless each Holder participating
in any Offering pursuant to this Agreement, any underwriter for such Holder and
each person, if any, who controls (as defined in the Act) such Holder or such
underwriter against any losses, claims, damages, liabilities, judgments,
settlements, awards and expenses (including attorneys' fees) (each a "Loss" and
collectively "Losses") to which such Holder or underwriter or controlling
person may become subject under the Act or otherwise, insofar as such Losses
are caused by, based upon, arise out of, or relate to, any untrue statement or
alleged untrue statement of any material fact contained in the registration
statement for such Offering, any prospectus contained therein, or any amendment
thereof or supplement thereto, 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; provided, however, that the Company shall
not be liable in any such case to the extent that any such Loss is caused by,
is based upon, arises out of, or relates to, an untrue statement or alleged
untrue statement or omission or alleged omission made in conformity with
written information furnished by such Holder or underwriter specifically for
use in preparation of such registration statement, prospectus, amendment or
supplement or if, in respect to such statement, alleged statement, omission or
alleged omission, the final prospectus for such registration statement
corrected such statement, alleged statement, omission or alleged omission and a
copy of such final prospectus was not sent or given by or on behalf of such
Holder at or prior to the confirmation of the sale of shares of Common Stock of
such Holder with respect to which such Loss relates. The Company shall
reimburse each such Holder, underwriter or controlling person for any legal or
other expenses incurred by such Holder, underwriter or controlling person in
connection with investigating or defending against any such Loss as incurred if
such Holder, underwriter or controlling person has provided to the Company an
undertaking to repay such reimbursed expenses if it is determined that such
Holder, underwriter or controlling person was not entitled to indemnification
hereunder.
7. Indemnification by Holder. Each Holder participating in any
Offering pursuant to this Agreement shall, to the maximum extent permitted by
law, indemnify and hold harmless the Company, each of its directors, each of
its officers who has signed the applicable registration statement and each
person, if any, who controls the Company against any Losses to which the
Company or any such director, officer or controlling person may become subject
under the Act or otherwise, insofar as such Losses are caused by, based upon,
arise out of, or relate to, (a) any untrue or alleged untrue statement of any
material fact contained in the registration statement for such Offering, any
prospectus contained therein, or any amendment thereof or supplement thereto,
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, in each case to the extent, but only to the extent, that such
Losses are caused by, based upon, arise out of, or relate to, an untrue
statement or alleged untrue statement or omission or alleged
- 5 -
omission made in conformity with written information furnished by such Holder
specifically for use in preparation of such registration statement, prospectus,
amendment or supplement; or (b) any untrue statement or alleged untrue
statement or omission or alleged omission made in any preliminary prospectus
for such registration statement if, in respect to such statement, alleged
statement, omission or alleged omission, the final prospectus for such
registration statement corrected such statement, alleged statement, omission or
alleged omission and a copy of such final prospectus was not sent or given by
or on behalf of such Holder at or prior to the confirmation of the sale of
shares of Common Stock of such Holder with respect to which such Loss relates.
Each Holder's obligation under this Section 7 shall be several and not joint
and in no event shall exceed the net proceeds received by such Holder in the
Offering to which the applicable Loss relates.
8. Notice to Indemnitor. Promptly after receipt by any indemnified
party of notice of the commencement of any action which may involve an
indemnifiable Loss, such indemnified party shall, if a claim is to be made
against an indemnifying party with respect to such Loss pursuant hereto, notify
such indemnifying party of the commencement thereof; but the failure to so
notify such indemnifying party shall not relieve it from any liability that it
may have to such indemnified party hereunder unless such indemnifying party
shall have been actually and materially prejudiced by such failure. In case any
such action is brought against any indemnified party and it notifies an
indemnifying party of the commencement thereof, and such indemnifying party,
without acknowledging any validity of the underlying claim, acknowledges that
it may be obligated to indemnify such indemnified party therefor, such
indemnifying party shall be entitled to participate in, and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, but may not settle such action without the consent of such
indemnified party, which consent shall not be unreasonably withheld, unless
such settlement involves no payment by such indemnified party, no equitable
relief against such indemnified party and a complete release of all claims
against such indemnified party. If an indemnifying party undertakes the defense
of any matter for which indemnity is claimed under this Agreement, and if the
relevant indemnified party wishes nevertheless to retain counsel to represent
it in such matter, the fees of such counsel shall be the responsibility solely
of the party retaining such counsel unless such indemnified party and such
indemnifying party have conflicting or separate defenses in such action, in
which case the attorneys' fees of such indemnified party will be borne by such
indemnifying party.
9. Additional Obligations. If, in order to effect any Offering in
accordance with this Agreement, such Offering or the shares of Common Stock
being offered in such Offering require a declaration of, registration with, or
approval of, any federal or state governmental official or authority (other
than registration under the Act or qualification or registration under state
securities or blue sky laws) before such shares of Common Stock may be sold,
the Company at its own expense shall take all reasonable actions in connection
with such registration, declaration or approval and will use its reasonable
best efforts to cause such shares of Common Stock to be duly registered or
approved as may be required; provided, however, that in connection therewith or
as a condition thereof, the Company may not be required to execute a general
consent to service or to qualify to do business in any jurisdiction. The
foregoing shall not be applicable to any regulatory requirements applicable
solely to any Holder wishing to participate in any such Offering.
- 6 -
10. Rule 144 Covenants. With a view to making available to each Holder
the benefits of Rule 144 under the Act (which term as used in this Section 10
includes the present Rule 144 and any other, additional, substitute,
supplemental or analogous rule or regulation of the Commission that may at any
time permit a Holder to sell Registrable Securities to the public without
compliance with the registration requirements of the Act), the Company (a)
shall maintain registration of the Common Stock under Section 12 or 15(d) of
the Securities Exchange Act of 1934, as amended; (b) shall file with the
Commission in a timely manner all reports and other documents required to be
filed by an issuer of securities registered under the Securities Exchange Act
of 1934, as amended, so as to maintain the availability of Rule 144 to the
Holders; (c) at its expense, forthwith upon any Holder's request, shall deliver
to such Holder a certificate, signed by one of the Company's principal
officers, stating (i) the Company's name, address and telephone number
(including area code); (ii) the Company's I.R.S. taxpayer identification
number; (iii) the Company's Commission file number; (iv) the number of shares
of Common Stock outstanding as shown by the most recent report or statement
published by the Company or filed by the Company with the Commission; and (v)
that the Company has filed the reports required to be filed under the
Securities Exchange Act of 1934, as amended, for a period of at least 90 days
prior to the date of such certificate and in addition has filed the most recent
annual report required to be filed thereunder and such other or additional
information as shall be necessary to make available to such Holder the ability
to offer and sell the maximum number of shares of Common Stock under Rule 144;
and (d) when Rule 144 is being complied with, shall deliver securities not
bearing any legend restricting transfer of such securities, as requested from
time to time by any Holder subject to this Agreement.
11. Notices. All notices and other communications provided for
hereunder must be in writing and shall be deemed to have been given on the same
day when personally delivered or sent by confirmed facsimile transmission or on
the next business day when delivered by receipted courier service or on the
third business day when mailed with sufficient postage, registered or certified
mail, return receipt requested, to the following addresses:
(a) if to the Company or Mayo: Clearview Cinema Group, Inc.,
0 Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxx 00000, Telecopy No. (000) 000-0000, marked
"Attention: President," with a copy to: Xxxxxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx
xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxxxx, Esq.;
(b) if to CMNY: CMNY Capital II, L.P., 000 Xxxx 00xx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telecopy No. (000) 000-0000, Attention:
Xxxxxx Xxxxxxxx, with a copy to: Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxx Xxxxxxx, Esq.;
(c) if to MidMark: MidMark Capital, L.P., 000 Xxxxxxxx
Xxxxxxxxx, Xxxxxxx, Xxx Xxxxxx 00000, Telecopy No. (000) 000-0000, with a copy
to: XxXxxxxx & English, Four Gateway Center, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx
Xxxxxx 00000, Attention: Xxxxx X. Xxxxxxxxx, Esq.;
(d) if to Xxxxxxx Cinema, Inc.: Xxxxxxx Cinema, Inc. 00 Xxxx
Xxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000, with a copy to Xxxx Xxxxxxxx, Esq., 000
Xxxxx 00, Xxxxxxxxxx, Xxx Xxxxxx 00000;
- 7 -
(e) if to Xxxxx X. Xxxxx: First New York Realty, 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telecopy No. (000) 000-0000;
(f) if to Xxxxxxx X. Xxxx: 0 Xxxxxxx Xxxxx, Xxxxxx Xxx
Xxxxxx, 00000, Telecopy: (000) 000-0000; or
(g) if to Xxxx and Xxxxx Xxx: 00 Xxxxxxxx Xxxx, Xxxxxx, XX
00000; and
(h) if to Xxxxx X. Xxxxxx: RIPCO Real Estate Corp., 0 Xxxxxxx
Xxxx, Xxxxxxx, XX 00000;
or to such other address as any party shall have furnished to the other parties
pursuant to this Section 11. Failure to send a copy of a notice to any attorney
shall not vitiate any notice sent to a party.
12. Entire Agreement; Modification of Agreement; Consents. This
Agreement constitutes the entire agreement among the parties hereto with
respect to the subject matter hereof. Changes in or additions to this Agreement
may be made and/or compliance with any covenant or condition herein set forth
may be omitted only upon written consent of all the parties hereto; provided,
however, that any agreement by any person to become a party to this Agreement
because such person has acquired shares of Common Stock from any Stockholder or
from the Company only needs to be executed by such person and the Company to be
binding upon all of the parties hereto.
13. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective permitted
successors, transferees and assigns. For purposes of this Agreement, any person
who is a successor to or assignee of any party hereto by operation of law,
including by means of a merger, consolidation or share exchange or by the laws
of intestacy or inheritance or pursuant to a will (but only if such person is
the administrator or executor of the applicable estate) and excluding any
person who receives a distribution of shares of Common Stock as an heir, upon
dissolution or liquidation (whether full or partial), as a dividend on or a
redemption (whether full or partial) of such person's interest in such party or
by any other means, shall be deemed to be a permitted successor or assignee
hereunder upon execution of an agreement to become a party hereto. Any person
who receives a distribution of shares of Common Stock from any party hereto by
any other means or for any other reason shall only be permitted to become a
party hereto if (a) such person, after such distribution, beneficially owns at
least five percent of the then outstanding shares of Common Stock, on a fully
diluted basis, or (b) such person is an affiliate of the Company (as defined in
Rule 144 under the Act), and such person executes an agreement to become a
party hereto.
14. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware without regard to any of its
principles of conflicts of law.
15. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
- 8 -
16. Term. This Agreement shall remain in full force and effect until
the earliest to occur of (a) the liquidation or dissolution of the Company, (b)
the sale of all or substantially all of the assets of the Company, (c) no
Stockholder beneficially owning more than five percent of the then-outstanding
shares of Common Stock, on a fully diluted basis, and (d) the tenth anniversary
of the consummation of the Initial Offering.
17. Construction.
(a) The descriptive headings of this Agreement are for
convenience only and shall not control or affect the meaning or construction of
any provision of this Agreement.
(b) As used in this Agreement, the term "person" means any
individual, corporation, partnership, joint venture, trust, limited liability
company, governmental authority or other entity.
(c) The invalidity or unenforceability of any particular
provision of this Agreement in any jurisdiction shall not affect the other
provisions hereof or such provision in other jurisdictions, and this Agreement
shall be construed in such jurisdiction in all respects as if such invalid or
unenforceable provision were omitted. Furthermore, in lieu of such illegal,
invalid, or unenforceable provision in such jurisdiction there shall be added
automatically as a part of this Agreement a provision as similar in terms to
such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.
18. Effectiveness. This Agreement shall become effective immediately
following consummation of the Initial Offering and shall terminate and be of no
further force and effect if the Initial Offering is not consummated.
- 9 -
IN WITNESS WHEREOF, the parties hereto have caused this
Registration Rights Agreement to be duly executed as of the date first set
forth above.
CLEARVIEW CINEMA GROUP, INC.
________________________________
By: _________________________ A. Xxxx Xxxx
A. Xxxx Xxxx
President
________________________________
CMNY CAPITAL II, L.P. Xxxxx X. Xxxxx
By: _________________________ ________________________________
Xxxxxx Xxxxxxxx Xxxxxxx X. Xxxx
General Partner
MIDMARK CAPITAL, L.P. ________________________________
Xxxx Xxx
By: MidMark Associates, Inc.
General Partner
________________________________
Xxxxx Xxx
By: _____________________
Xxxxx Xxxxxx
President ________________________________
Xxxxx X. Xxxxxx
XXXXXXX CINEMA, INC.
By: _________________________
Xxxx Xxxxxx
President
- 10 -
