Exhibit 4.2
MTC TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made as of June
11, 2002, by and between MTC Technologies, Inc., a Delaware corporation (the
"Company"), and Xxxxxx X. Xxxx (the "Holder" and, together with his permitted
successors and assigns, the "Holders").
The parties to this Agreement hereby agree as follows:
1. Required Registration. Upon the receipt by the Company, from Holders
representing at least 25% of the Registrable Securities (as defined in
Section 15(h) below) then outstanding, of a written request (a "Request")
for the registration of some or all of their Registrable Securities at any
time more than 270 days after any registration statement covering an
initial public offering (an "IPO") of securities of the Company under the
Securities Act of 1933, as amended (the "1933 Act"), has become effective,
the Company shall, if the reasonably anticipated aggregate offering price
would exceed $5,000,000, prepare and file a registration statement under
the 1933 Act, covering the Registrable Securities that are the subject of
the Request. The Company shall promptly give written notice to all Holders
of its receipt of a Request, and the Company shall, subject to the
provisions of Section 5 hereof, include in such registration statement all
other Registrable Securities that Holders have requested to have included
within 20 days after such notice has been given by the Company. The Holders
shall be entitled to two registrations under this Section 1. In the event
that the Holders delivering the Request determine for any reason (other
than at the request of the Company) not to proceed with a registration of
Registrable Securities requested pursuant to this Section 1 at any time
before the registration statement has been declared effective by the
Securities and Exchange Commission (the "SEC"), and such registration
statement, if theretofore filed with the SEC, is withdrawn with respect to
the Registrable Securities covered thereby, and such Holders reimburse the
Company for the fees, costs and expenses incurred by it in connection
therewith, then, with respect to that non-consummated registration, the
Holders will not be deemed to have exercised one of their rights to require
the Company to register Registrable Securities pursuant to this Section 1.
If the Holders determine not to proceed with such a registration upon the
request of the Company, the Holders will not be required to reimburse the
Company for its fees, costs and expenses and, with respect to that
non-consummated registration, the Holders will not be deemed to have
exercised one of their rights to require the Company to register
Registrable Securities pursuant to this Section 1. The Company shall not,
without the prior written consent of Holders representing at least 25% of
the Registrable Securities then held by all of the Holders, effect any
registration of its securities (other than on Form S-4 or Form S-8, or any
successor or similar form) from the date the Company receives a Request
pursuant to this Section 1 until the earlier of (a) 90 days after the date
on which all securities covered by
such Request have been sold and (b) 180 days after the effective date of
the registration statement covering such securities.
2. Incidental Registration. Each time the Company determines to proceed
with the preparation and filing of a registration statement under the 1933
Act in connection with the proposed offer and sale for money of any of its
securities, whether by the Company or any of its security holders (other
than on Forms S-4 or S-8, or any successor or similar form and other than
in connection with the Company's IPO), the Company shall give written
notice of its determination to the Holders. Upon the written request of a
Holder given to the Company within 20 days after the giving of notice by
the Company, the Company shall, subject to the provisions of Section 5
hereof, cause all Registrable Securities that the Holder has requested to
be registered to be included in the registration statement.
3. Short Form Registration. In addition to the registration rights
provided in Sections 1 and 2 hereof, if the Company qualifies for the use
of Form S-3 or any similar short form registration statement then in effect
(other than Form S-4 or Form S-8, or any successor or similar form), the
Company shall, upon each Request of Holders seeking to register Registrable
Securities having an aggregate market value of at least $5,000,000,
register on such form the Registrable Securities that are the subject of
the Request. All registrations effected under this Section 3 will be at the
expense of the Company and will not count toward the two registrations
permitted under Section 1.
4. Limitations. Notwithstanding the provisions of Sections 1 and 3
hereof:
(a) the Company has the right to delay or suspend the preparation and
filing of a registration statement for up to 90 days if in the
reasonable judgment of a majority of the Board of Directors of the
Company such filing would hinder in any material respect or require
disclosure of any financing, acquisition, corporate reorganization or
other material event involving the Company which disclosure could be
materially harmful to the Company; provided that the Company shall use
its best efforts to cause any such registration statement to become
effective within 150 days of receipt of the request therefor and the
Company is only entitled to utilize this clause (a) once in any 12
month period; and
(b) after the registration statement has been declared effective, the
Company will have the right to suspend the use of the registration
statement for such period (not to exceed 90 days) as may be necessary
to permit the Company to prepare and file with the SEC any amendment
or supplement to such registration statement or prospectus as may be
necessary to correct any statements or omissions if, at the time when
a prospectus relating to such securities is required to be delivered
under the 1933 Act, any event has occurred as the result of which any
such prospectus or any other prospectus as then in effect would
include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light
of the circumstances in which they were made, not misleading; provided
that the Company will only be entitled to utilize this clause (b)
twice in any 12 month period to remedy material
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misstatements or omissions for which the Company would be required to
indemnify Holders under Section 8(a);
and
(c) if, prior to receiving a request for registration, the Company
has given notice under Section 2 hereof that it intends to prepare and
file a registration statement (a "Section 2 Registration Statement"),
then the Company will have the right to delay or suspend the filing of
the registration statement requested by the Holders; provided that the
Company shall use its best efforts to (i) cause any such registration
statement requested by the Holders to become effective within 180 days
after the date on which all securities covered by the Section 2
Registration Statement have been sold, and (ii) include any
Registrable Securities that are the subject of a notice delivered by
Holders under Section 2 in the Section 2 Registration Statement; and
(d) the Company is not required to file a registration statement
under Sections 1 or 3 within 180 days after the effective date of
another registration statement under Sections 1, 2 or 3.
5. Pro Ration. If any Holder requests the registration of Registrable
Securities under Sections 1, 2 or 3 above in a registration statement that
pertains to one or more underwritten public offerings and the managing
underwriters impose a limitation on the number of Common Shares that may be
included in the registration statement, the Company shall include in the
registration (i) in the case of a registration under Section 2 hereof,
first, the Common Shares that the Company proposes to issue and sell,
second, the Registrable Securities requested by the Holders to be included
therein pursuant to Section 2, and third, any other Common Shares requested
to be included in the registration statement by persons other than the
Holders, provided however, that in no event will Holders have the
opportunity to register less than 25% of the total number of Common Shares
(or the equivalent) being included in any Section 2 Registration Statement
(unless all Registrable Securities then outstanding represent less than 25%
of the total number of Common Shares being included in the Section 2
Registration Statement, in which case the Holders will have the opportunity
to register all their Registrable Securities) and (ii) in the case of a
registration under Sections 1 or 3, as the case may be, first, on a pro
rata basis among the holders of Registrable Securities as to which
registration rights have been exercised pursuant to Sections 1 or 3 (the
"Demand Shares") according to the number of Registrable Securities owned by
each, second, the number of Registrable Securities requested by the Holders
(to the extent their request was not pursuant to Sections 1 or 3) to be
included that in the opinion of the underwriters can be sold (the
"Secondary Shares"), on a pro rata basis among holders of the Secondary
Shares according to the number of Registrable Securities owned by each
(exclusive of Demand Shares in each case), and third, any other Common
Shares requested to be included in the registration statement by persons
other than the Holders.
6. Registration Procedures. If and whenever the Company is required by
the provisions of Sections 1, 2 or 3 to effect the registration of
Registrable Securities under the 1933 Act, the Company shall:
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(a) subject to the provisions of Section 4, prepare and file with
the SEC within 45 days of the Company's receipt of a Holder's Request
pursuant to Sections 1 or 3, a registration statement with respect to
the Registrable Securities covered by the Request, and use its best
efforts to cause the registration statement to become effective within
100 days of the Company's receipt of the Request;
(b) prepare and file with the SEC such amendments to the
registration statement and supplements to the prospectus contained
therein and take any other actions as may be necessary to keep the
registration statement effective until the earlier of (i) the date on
which all Registrable Securities covered by the registration statement
have been sold and (ii) 180 days after the effective date of the
registration statement, provided that any such 180-day period will be
extended for a period equal to the period that the Holder refrains, at
the request of the Company or any underwriter of Registrable
Securities, from selling any Registrable Securities included in the
registration;
(c) use its best efforts to register or qualify the Registrable
Securities for sale under such other securities or blue sky laws of
such jurisdictions as the Holders may reasonably request (including
factors such as the cost to the Company) and do any and all other acts
and things that may be reasonably necessary or desirable to enable the
Holders to consummate the disposition of the Registrable Securities in
such jurisdictions;
(d) furnish to the Holders and to the underwriters of the securities
being registered a reasonable number of copies of the registration
statement, preliminary prospectus, final prospectus, and such other
documents as the Holders or underwriters may reasonably request in
order to facilitate the public offering of the securities being
registered;
(e) notify the participating Holders, promptly after the Company
receives notice thereof, of the time when the registration statement
or any amendment thereto has become effective or a supplement to any
prospectus forming a part of the registration statement has been
filed;
(f) notify the Holders promptly of any request by the SEC for the
amending or supplementing of the registration statement or prospectus
or for additional information;
(g) prepare and file with the SEC, promptly upon the request of the
Holders, any amendments or supplements to the registration statement
or prospectus that, in the opinion of counsel for the Holders (and
concurred in by counsel for the Company), is required under the 1933
Act or the rules and regulations thereunder in connection with the
distribution of the Registrable Securities by the Holders;
(h) prepare and promptly file with the SEC, and promptly notify the
Holders of the filing of, any amendment or supplement to the
registration
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statement or prospectus as may be necessary to correct any statements
or omissions if, at the time when a prospectus relating to such
securities is required to be delivered under the 1933 Act, any event
has occurred as the result of which any such prospectus or any other
prospectus as then in effect would include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances in which they
were made, not misleading;
(i) advise the Holders, promptly after the Company receives notice or
obtains knowledge thereof, of the issuance of any stop order by the
SEC suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for that purpose and
promptly use its best efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such a stop order is issued;
(j) at least three days prior to the filing of any amendment or
supplement to the registration statement or prospectus, furnish copies
thereof to the Holders and refrain from filing any amendment or
supplement to which the Holders have reasonably objected on the
grounds that the amendment or supplement does not comply in all
material respects with the requirements of the 1933 Act or the rules
and regulations thereunder, unless in the opinion of counsel for the
Company the filing of the amendment or supplement is reasonably
necessary to protect the Company from any liabilities under any
applicable federal or state law and the filing will not violate
applicable law;
(k) at the request of the Holders, furnish on the date or dates
provided for in the underwriting agreement: (i) an opinion of counsel
for the Company addressed to the underwriters, if any, opining as to
such matters as may be reasonably agreed to by such underwriters and
the Company; and (ii) a letter or letters from the independent
certified public accountants of the Company, addressed to the
underwriters, if any, covering such matters as such underwriters
request, in which letters such accountants shall state (without
limiting the generality of the foregoing) that they are independent
certified public accountants within the meaning of the 1933 Act and
that in their opinion the financial statements and other financial
data of the Company included in the registration statement or any
amendment or supplement thereto comply in all material respects with
the applicable accounting requirements of the 1933 Act;
(l) during such times as Common Shares are listed on an exchange or
quoted on a quotation service, cause all Registrable Securities
registered pursuant hereto to be listed or quoted on the same exchange
or quotation service; and
(m) provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereto and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date
of the registration of those securities.
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7. Expenses. The Company shall bear the reasonable fees, costs and
expenses of any registrations requested pursuant to Sections 1 or 3
hereof, and the inclusion of Registrable Securities in any
registration statement pursuant to Section 2 hereof, including but not
limited to the following fees, costs and expenses: all registration,
filing, and stock exchange fees, printing expenses, fees and
disbursements of counsel and accountants for the Company, fees and
disbursements of other persons retained by the Company, all legal fees
and disbursements and other expenses of complying with state
securities or blue sky laws of any jurisdictions in which the
securities to be offered are to be registered or qualified, and the
reasonable fees and disbursements of one counsel for all Holders
participating in such registration. The Holders participating in the
registration are responsible for, and shall pay or otherwise bear,
their pro rata share of underwriting discounts and commissions with
respect to the Registrable Securities being sold by them.
8. Indemnification.
(a) By the Company. The Company shall indemnify and hold
harmless each Holder of Registrable Securities that are included in a
registration statement pursuant to this Agreement and any underwriter
(as defined in the 0000 Xxx) for such a Holder and each person, if
any, who controls such a Holder or such an underwriter within the
meaning of the 1933 Act, from and against any and all loss, damage,
liability or claims, to which such a Holder, underwriter or
controlling person becomes subject under the 1933 Act or otherwise,
and, subject to the provisions of Section 8c hereof, shall reimburse
them, from time to time upon request, for any legal or other costs or
expenses reasonably incurred by them in connection with investigating
any claims or defending any actions (as provided in Section 8(c)
hereof), insofar as such losses, damages, liabilities, claims, costs
or expenses are (i) caused by any untrue statement or alleged untrue
statement of any material fact contained in the registration
statement, any prospectus contained therein or any amendment or
supplement thereto, (ii) arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light
of the circumstances in which they were made, not misleading, or (iii)
arise out of any violation or alleged violation by the Company of the
1933 Act, the Securities Exchange Act of 1934 (the "1934 Act"), any
state securities laws or any rule or regulation promulgated under any
of the foregoing; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, damage,
liability, claim, cost or expense arises out of or is based upon (i)
an untrue statement or alleged untrue statement or an omission or
alleged omission (other than a statement or omission about the
Company) made in conformity with information furnished by the Holders
or any underwriter for a Holder in writing specifically for use in the
preparation of a registration statement, (ii) the failure of the
Holder or any underwriter for a Holder to deliver a copy of the
registration statement, prospectus or any amendments or supplements
thereto or (iii) an untrue statement or alleged untrue statement or an
omission or alleged omission in the registration statement, prospectus
or any amendment or supplement thereto, if the untrue statement or
alleged untrue statement, omission or alleged omission is
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corrected so as to comply with all applicable securities laws in an
amendment or supplement to the applicable document and the person
seeking indemnification, having previously been furnished with copies
of the applicable document as so amended or supplemented, thereafter
fails to deliver the amended or supplemented document as required by
the 1933 Act.
(b) By Holders of Registrable Securities. Each Holder of Registrable
Securities that are included in a registration pursuant to this
Agreement shall indemnify and hold harmless the Company, each other
Holder, any underwriter and each person, if any, who controls the
Company, another Holder or an underwriter, from and against any and
all loss, damage, liability or claim to which the Company, another
Holder, an underwriter or any controlling person becomes subject under
the 1933 Act or otherwise and, subject to the provisions of Section
8(c) hereof, shall reimburse them, from time to time upon request, for
any legal or other costs or expenses reasonably incurred by them in
connection with investigating any claims or defending any actions (as
provided in Section 8(c) hereof), insofar as such losses, damages,
liabilities, costs, or expenses are caused by any untrue or alleged
untrue statement of any material fact contained in the registration
statement, any prospectus contained therein, or any amendment or
supplement thereto, or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light
of the circumstances in which they were made, not misleading, in each
case to the extent, but only to the extent, that the untrue statement
or alleged untrue statement or omission or alleged omission was so
made in reliance upon and in strict conformity with written
information furnished by the Holder or any underwriter for such Holder
specifically for use in the preparation of the registration statement.
Notwithstanding the foregoing, no indemnification obligation of any
Holder will exceed the aggregate sales price, net of underwriting
discounts and commissions, of all Registrable Securities sold by the
Holder pursuant to the registration statement to which the
indemnification relates and the indemnity agreement contained in this
Section 8(b) does not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if the settlement is effected
without the consent of the Holder (which consent shall not be
unreasonably withheld).
(c) Notice. Within 10 business days after receipt by an indemnified
party pursuant to the provisions of paragraph (a) or (b) of this
Section 8 of notice of the commencement of any action involving the
subject matter of the foregoing indemnity provision, the indemnified
party shall, if a claim of indemnity is to be made against the
indemnifying party pursuant to the provisions of paragraph (a) or (b),
notify the indemnifying party in writing of the commencement thereof;
but the omission to so notify the indemnifying party will not relieve
it from any liability that it may have to any indemnified party except
to the extent that the failure to give notice is prejudicial to the
indemnifying party's ability to defend against the action. In case an
action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party
will have the right to participate in, and, to the extent that it may
wish,
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jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel satisfactory to such
indemnified party; provided, however, that if the defendants in any
action include both the indemnified party and the indemnifying party
and there is a conflict of interest that would prevent counsel for the
indemnifying party from also representing the indemnified party, the
indemnified party or parties will have the right to select separate
counsel to participate in the defense of such action on behalf of such
indemnified party or parties; provided that the indemnifying party's
obligation under Sections 8(a) and 8(b) to reimburse any such
indemnified party or parties for legal costs and expenses is limited
to the legal costs and expenses of one such separate counsel. After
notice from the indemnifying party to the indemnified party of its
election so to assume the defense thereof, the indemnifying party will
not be liable to the indemnified party pursuant to the provisions of
paragraph (a) or (b) for any legal or other expense subsequently
incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation, unless (i) the
indemnified party has employed counsel in accordance with the first
proviso of the preceding sentence, (ii) the indemnifying party has not
employed counsel satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after the notice of the
commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party.
(d) Contribution. If for any reason the indemnification provided for
in paragraphs (a) and (b) is unavailable to an indemnified party or
insufficient to hold it harmless as contemplated by such paragraphs,
then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such loss, claim,
damage or liability in such proportion as is appropriate to reflect
not only the relative benefits received by the indemnified party and
the indemnifying party, but also the relative fault of the indemnified
party and the indemnifying party, as well as any other relevant
equitable considerations; provided, however, that, in any such case,
(i) no Holder of Registrable Securities will be required to contribute
any amount in excess of the aggregate sales price, net of underwriting
discounts and commissions, of all such Registrable Securities sold by
that Holder pursuant to the registration statement (less any
indemnification paid by that party in connection with the same
matter), and (ii) no Holder of Registrable Securities guilty of a
fraudulent misrepresentation (within the meaning of Section 11(f) of
the 0000 Xxx) will be entitled to contribution from any Holder of
Registrable Securities who was not guilty of such fraudulent
misrepresentation.
Within 10 business days after receipt by a Holder of Registrable
Securities of notice of the commencement of any action, suit or proceeding in
connection with a public offering of Registrable Securities, the Holder will, if
a claim for contribution in respect thereof is able to be made against another
party, notify the contributing party of the commencement thereof. The omission
so to notify the contributing party will not relieve it from any liability that
it may have except to the extent that failure to provide notice is prejudicial
to the contributing party. In case any such action, suit or proceeding is
brought against any party, and the party
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notifies a contributing party of the commencement thereof, the contributing
party will be entitled to participate therein with the notifying party and any
other contributing party similarly notified.
9. Transfer of Registration Rights. The registration rights and
related obligations provided herein may be assigned by any Holder to (i)
any immediate family member of the Holder, (ii) any trust for the benefit
of the Holder or his or her immediate family members, (iii) another Holder
or (iv) any person that acquires Registrable Securities from the Holder
representing at least 5% of the Registrable Securities outstanding
immediately after the Company's IPO, adjusted for stock splits, dividends
or combinations. The term "Holder" includes the original Holder and any
person that acquires Registrable Securities from the Holder or any other
Holder; provided, however, that (a) the Company shall be given written
notice by the transferor thereof at the time of the transfer stating the
name and address of the transferee and identifying the securities with
regard to which such rights are being transferred, (b) the transferee shall
agree in writing to assume the obligations of the transferor hereunder and
(c) the registration rights and related obligations may not be transferred
with any Registrable Securities sold in a registered offering.
10. Holders to Provide Information. If the Holders request a
registration of Registrable Securities, the Holders shall provide all such
information and materials and shall take all such actions as may reasonably
be required to permit the Company to comply with all applicable
requirements of the SEC and to obtain any desired acceleration of the
effective date of the registration statement. Specifically, the Company may
require the Holders to furnish the Company with such information regarding
the Holders and the distribution of its securities as the Company may from
time to time reasonably request in writing and as is required by law or the
SEC.
11. Rule 144 Reporting. With a view to making available the benefits
of certain rules and regulations of the SEC that may permit the sale of the
Registrable Securities to the public without registration, the Company
agrees to:
(a) Make and keep public information available, as those terms
are understood and defined in Rule 144 under the 1933 Act, at all
times from and after 270 days following the effective date of the
Company's IPO;
(b) Use its best efforts to file with the SEC in a timely manner
all reports and other documents required of the Company under the 1933
Act and the Securities Exchange Act of 1934 (the "1934 Act"); and
(c) So long as a Holder owns any Registrable Securities, furnish
to the Holder promptly upon request a written statement by the Company
as to its compliance with the reporting requirements of the 1933 Act
and the 1934 Act, a copy of the most recent annual or quarterly report
of the Company, and such other reports and documents so filed as a
Holder may reasonably request in availing itself of any rule or
regulation of the SEC allowing a Holder to sell any Registrable
Securities without registration.
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12. Granting of Registration Rights. The Company shall not, without the
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prior written consent of Holders representing at least 55% of the
Registrable Securities then held by all the Holders, grant to any person
registration rights of any kind or nature with respect to Registrable
Securities or other capital shares of the Company if those rights would
have priority over the rights granted to the Holders pursuant to this
Agreement, whether in terms of the number of shares that Holders may
include in any registration, the timing of any registration of shares, the
rights of Holders to demand registration of shares held by them at the time
requested by them, or in any other material respect.
13. Underwritten Registrations.
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(a) The lead underwriter for any registration of Registrable
Securities effected under Sections 1 or 3 hereof shall be selected by
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the Holders initiating the registration with the approval of the
Company, which approval shall not be unreasonably withheld.
(b) No Holder may participate in any underwritten registration
hereunder unless it (i) agrees to sell its Registrable Securities on
the basis provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required
under the terms of any applicable underwriting arrangements.
14. Termination. Sections 1, 2, and 3 of this Agreement will terminate (i)
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with respect to any Registrable Securities when they have been distributed
to the public pursuant to an offering registered under the 1933 Act or sold
to the public pursuant to the provisions of Rule 144 under the 1933 Act (or
any similar rule then in force) ("Rule 144") and (ii) with respect to any
Holder, at such time as all Registrable Securities held by that Holder may
be sold under Rule 144 during any 90-day period without being subject to
the volume limitations contained therein.
15. Miscellaneous.
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(a) Waivers and Amendments. This Agreement may be amended or modified
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in whole or in part only by a writing that makes reference to this
Agreement executed by the Company and Holders representing at least
55% of the Registrable Securities then held by all the Holders. The
obligations of any party hereunder may be waived (either generally or
in a particular instance and either retroactively or prospectively)
only with the written consent of the party claimed to have given the
waiver; provided, however, that any waiver by any party of any
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violation of, breach of, or default under any provision of this
Agreement or any other agreement provided for herein shall not be
construed as, or constitute, a continuing waiver of such provision, or
waiver of any other violation of, breach of or default under any other
provision of this Agreement or any other agreement provided for
herein.
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(b) Entire Agreement. With respect to the subject matter hereof, this
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Agreement sets forth the entire understanding of the parties hereto
and supersedes all prior contracts, agreements, arrangements,
communications, discussions, representations and warranties among the
parties, whether oral or written.
(c) Governing Law. This Agreement is in all respects to be governed
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by and construed in accordance with the internal substantive laws of
the State of Ohio without giving effect to the principles of conflicts
of law thereof.
(d) Notices. Any notice, request or other communication required or
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permitted hereunder must be in writing and be deemed to have been duly
given (i) when personally delivered or sent by facsimile transmission
(upon confirmation of receipt) or (ii) five business days after being
sent by registered or certified mail, return receipt requested,
postage prepaid, or one business day after being sent by reputable
overnight courier, to the parties at their respective addresses set
forth below.
If to the Company: MTC Technologies, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
with a copy to: Xxxxx, Day, Xxxxxx & Xxxxx
North Point
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxxxxxxx X. Xxxxx
Facsimile: (000) 000-0000
If to Xxxxxx X. Xxxx: c/o Soin International LLC
00 Xxxx Xxxxx Xxxxxx
Xxxxxx, Xxxx 00000
with a copy to: [___________]
If to any other Holders: To their respective addresses
on the Company's records.
Any party by written notice to the others may change the address or the persons
to whom notices or copies thereof will be directed.
(e) Counterparts. This Agreement may be executed in any number of
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counterparts, each of which will be deemed to be an original, and all
of which together will constitute one and the same instrument.
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(f) Successors and Assigns. This Agreement is binding upon and inures
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to the benefit of the parties hereto and their respective successors
and permitted assigns, except that the Company may not assign or
transfer its rights hereunder without the prior written consent of the
Holders. Each of the Holders is entitled to assign all of its rights,
benefits and obligations hereunder as provided in Section 9 hereof.
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Except as expressly permitted by Section 9 hereof, no Holder may
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assign any or all of its rights or delegate any or all of its duties
under this Agreement to any person without the prior written consent
of the Company.
(g) Third Parties. Nothing expressed or implied in this Agreement is
-------------
intended, or shall be construed, to confer upon or give any person or
entity other than the parties hereto any rights or remedies under or
by reason of this Agreement.
(h) Definition of Registrable Securities. For the purposes of this
------------------------------------
Agreement, the term "Registrable Securities" means the shares of
Common Stock of the Company, par value $0.001 per share (the "Common
Shares"), held by a Holder.
(i) Action of the Holders. Wherever this Agreement requires or
---------------------
otherwise provides for the approval, consent or action of the Holders,
unless a greater or lesser percentage is specified, the written
consent of the Holders representing at least 55% of all the
Registrable Securities then held by the Holders shall constitute the
approval, consent or action of the Holders.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the undersigned have executed, or have caused their
duly authorized representatives to execute, this Registration Rights Agreement
as the date first above written.
MTC TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chief Financial Officer
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
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