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EXHIBIT 10.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
January _____, 1998, by and among COMPLETE BUSINESS SOLUTIONS, INC., a Michigan
corporation (the "Company"), and all of the shareholders of X.X. Xxxxxxxx &
Associates, Inc., a Delaware corporation (individually, "Shareholder" and
collectively, "Shareholders").
WHEREAS, the Company is party to an Agreement and Plan of Merger of even
date herewith (the "Merger Agreement"), pursuant to which X.X. Xxxxxxxx &
Associates, Inc. will be merged into a wholly-owned subsidiary of the Company
and, in connection therewith, the Company shall issue shares of its Common
Stock (as defined below) to each of the Shareholders. Pursuant to the Merger
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement. Unless otherwise provided in this Agreement, capitalized
terms used herein shall have the meanings set forth in paragraph 1 hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have the
meanings ascribed to them below:
(a) "Business Day" means any Monday, Tuesday, Wednesday, Thursday or
Friday that is not a day on which banking institutions in the City of Detroit,
Michigan, are authorized by law, regulation or executive order to close.
(b) "Common Stock" means the common stock, no par value, of the Company.
(c) "Xxxxxxxx" means X.X. Xxxxxxxx & Associates, Inc.
(d) "Demand Registration Statement" shall have the meaning set forth in
Section 2.
(e) "Merger Stock" means the shares of Common Stock issued pursuant to the
Merger Agreement.
(f) "Prospectus" has the meaning set forth in Section 5.
(g) "Piggyback Registration Statement" has the meaning set forth in
Section 5.
(h) "Person" means any individual, corporation, partnership, limited
partnership, limited liability company, or other business entity.
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(i) "Registrable Securities" means (x) the shares of Merger Stock and (y)
any securities issued or issuable in respect of or in exchange for any of the
shares of Merger Stock referred to in clause (x) by way of a stock dividend or
stock split or in connection with a combination of shares of Merger Stock,
recapitalization, reclassification, merger, consolidation, or exchange offer.
For purposes of this Agreement, a Registrable Security ceases to constitute a
Registrable Security (i) when such Registrable Security shall have been
effectively registered under the Securities Act and disposed of in a public
market transaction pursuant to a Registration Statement, (ii) when such
Registrable Security shall have been sold pursuant to Rule 144 (or any
successor provision) under the Securities Act, (iii) when such Registrable
Security shall have been otherwise transferred and a new certificate for such
Registrable Security not bearing a legend restricting further transfer shall
have been delivered by the Company following the Company's receipt of an
opinion of counsel reasonably satisfactory to it that the issuance and delivery
of such a certificate is legal and proper under this Agreement and applicable
law, (iv) with respect to a particular Shareholder, on the date on which all of
that Shareholder's remaining Registrable Securities could be sold in a single
transaction in compliance with Rule 144 under the Securities Act, or (v) when
such Registrable Security shall have ceased to be outstanding.
(j) "Registration Statement" means a Piggyback Registration Statement or a
Demand Registration Statement.
(k) " Representative" means Xxxxxxx Xxxxxxxx.
(l) "Securities Act" means the Securities Act of 1933, as amended.
(m) "Termination Date" means the first date on which no Registrable
Securities are outstanding.
(n) Other terms shall have the meaning ascribed to them in the recitals
and other sections of this Agreement.
2. DEMAND REGISTRATION.
a). Demand. Upon repayment of all indebtedness owed to Xxxxxxxx by any
of the Shareholders or any affiliates of the Shareholders, the Shareholders
shall have the right to require the Company to file one registration statement
(the "Demand Registration Statement") with the Securities and Exchange
Commission under the Securities Act, covering the sale of not less than 300,000
and not more than 500,000 shares of Registrable Securities. At the election of
the Shareholders the registration covered by the Demand Registration Statement
(the "Demand Registration") may be an underwritten or non-underwritten
offering. The right of the Shareholders to require the Company to file a
Demand Registration Statement shall be exercised on behalf of the Shareholders
by the Representative giving written notice to the Company indicating the
Shareholders who
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wish to have Registrable Securities included in the Demand Registration, the
amount of Registrable Securities to be included for each such Shareholder and
whether the offering covered by the Demand Registration Statement will be
underwritten. Upon receipt of such notice the Company will follow the
procedures contained in Sections 5 and 6, provided that, in any event, the
Demand Registration Statement shall be filed with the Securities and Exchange
Commission within 120 days after the Company shall have received such notice
from the Representative. Subject to Section 3(c) below, all of the
Shareholders shall be entitled to participate in the Registration; provided,
however, that the aggregate number of shares to be registered shall not exceed
500,000. If the Demand Registration is an underwritten offering, then
participation shall be conditioned on compliance with Section 9.
(b) Number of Shares. In the event that the Shareholders have sold
Registrable Securities pursuant to a Piggyback Registration Statement prior to
the exercise of the right to a Demand Registration, the maximum amount of
Registrable Securities shares that may be sold pursuant to a Demand
Registration will be reduced from 500,000 shares by the amount of Registrable
Securities sold pursuant to a Piggyback Registration Statement.
(c) Expenses of Demand Registration. Any and all expenses incurred in
the preparation and filing of a Demand Registration including the reasonable
fees of the Company's chosen attorney and accountant will be paid by the
Shareholders.
3. PIGGYBACK REGISTRATIONS.
(a) Notice. Whenever the Company proposes to register any of its Common
Stock under the Securities Act for sale in an underwritten public offering,
other than pursuant to a registration on Form S-8 or Form S-4, or any other
form which in the future may be approved by the SEC in lieu of such forms for
the same purposes (a "Piggyback Registration"), the Company will give prompt
written notice to all holders of Registrable Securities of its intention to
effect such a registration and will, subject to Sections 3(c) and 3(d), include
in such registration all Registrable Securities with respect to which the
Company has received written requests for inclusion therein within 15 days
after the receipt of the Company's notice.
(b) Piggyback Expenses. The Registration Expenses, as defined in Section
7(a). of the holders of Registrable Securities will be paid by the Company in
all Piggyback Registrations.
(c) Priority in Primary Registrations. If a Piggyback Registration is an
underwritten offering on behalf of the Company, and the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering without adversely affecting the marketability of the
offering, the Company will include securities in such registration in the
following order of priority: (i) first, the securities the
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Company proposes to sell, and (ii) second, the Registrable Securities requested
to be included in such registration by the Shareholders and all Common Stock
requested to be included in such registration by other holders of Common Stock
having registration rights (the "Other Common Stock"), pro-rata based on the
respective number of shares of Common Stock held by each Shareholder and other
holder of Common Stock.
(d) Priority in Secondary Registrations. If a Piggyback Registration is
an underwritten secondary offering on behalf of holders of the Company's
securities, and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
adversely affecting the marketability of the offering, the Company will include
securities in such registration in the following order of priority: (i) first,
the securities requested to be included in such registration by the holders
requesting such registration, (ii) second, all Other Common Stock requested to
be included in such registration by other holders of Common Stock having
registration rights (except for such Common Stock included in the immediately
preceding clause (i)), pro-rata based on the respective number of shares of
Common Stock held by each Shareholder and other holder of Common Stock, and
(iii) third, additional securities of the Company requested to be included in
such registration.
4. HOLDBACK AGREEMENTS. Each holder of Registrable Securities agrees not to
effect any public sale or distribution (including sales pursuant to Rule144) of
equity securities of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and the 90-day period beginning on the effective date of any underwritten
Piggyback Registration in which Registrable Securities are included (except as
part of such underwritten registration), unless the underwriters managing the
registered public offering otherwise agree.
5. REGISTRATION PROCEDURES.
(a) Company Procedures.
(i) Whenever this Agreement requires, or the holders of Registrable
Securities have requested (as permitted hereunder), that any Registrable
Securities be registered pursuant to this Agreement, the Company will use all
reasonable efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof, and
pursuant thereto the Company will, as expeditiously as possible, subject to the
requirement set forth in Section 2(a) of the Company filing a Demand
Registration Statement within 120 days:
(A) prepare and file with the Securities and Exchange
Commission a Registration Statement with respect to such
Registrable Securities and use all reasonable efforts to cause
such registration statement to become effective as soon as
practicable thereafter (provided that before filing a registration
statement or prospectus or any amendments
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or supplements thereto, the Company will furnish, at least five
Business Days prior to such filing, to the counsel selected by the
holders of a majority of securities of the Company covered by such
registration statement, copies of all such documents proposed to
be filed which documents will be subject to the review of such
counsel and which review shall be completed no later than two
Business Days prior to the proposed filing date);
(B) prepare and file with the Securities and Exchange
Commission such amendments and supplements to such Registration
Statement and the prospectus used in connection therewith (the
"Prospectus") as may be necessary to keep such Registration
Statement effective for a period of not less than ninety (90) days
(plus, in the case of the Demand Registration, any extension
period required pursuant to Section 6(c) plus any period during
which the Shareholders are unable to sell Registrable Securities
due to an event described in Section 5(a)(i)(E)) and comply with
the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration
Statement during such period;
(C) furnish each seller of Registrable Securities such number
of copies of such Registration Statement, each amendment and
supplement thereto, the Prospectus included in such Registration
Statement (including each preliminary Prospectus) and such other
documents as such seller may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by
such seller;
(D) use all reasonable efforts to register and qualify such
Registrable Securities under the securities or blue sky laws of
such states and the District of Columbia as any seller of
Registrable Securities reasonably requests and do any and all
other acts and things which may be reasonably necessary or
advisable to enable such seller to consummate the disposition in
such states and the District of Columbia of the Registrable
Securities owned by such seller (provided that the Company will
not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify
but for this subparagraph, (ii) subject itself to taxation in any
such jurisdiction or (iii) consent to general service of process
in any such jurisdiction);
(E) notify each seller of such Registrable Securities of the
happening of any event of which the Company becomes aware, as a
result of which the Prospectus included in such Registration
Statement contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading,
and, at the request of any such seller, as promptly as is
practicable, the Company will prepare a
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supplement or amendment to such Prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such
Prospectus will not contain an untrue statement of a material fact
or omit to state any fact necessary to make the statements therein
not misleading;
(F) notify each seller of any securities covered by such
Registration Statement (A) when such Registration Statement, or
any post-effective amendment to such Registration Statement, shall
have become effective, or any amendment of or supplement to the
Prospectus used in connection therewith shall have been filed, (B)
of any request by the Securities and Exchange Commission to amend
such Registration Statement or to amend or supplement such
Prospectus or for additional information, (C) of the issuance by
the Securities and Exchange Commission of any stop order
suspending the effectiveness of such Registration Statement or of
any order preventing or suspending the use of any preliminary
prospectus, (D) of the suspension of the qualification of such
securities for offering or sale in any jurisdiction, or of the
institution of any proceedings for any of such purposes, (E) of
the happening of any event that makes any statement made in such
Registration Statement, any then effective Prospectus or any other
document incorporated therein by reference untrue or that requires
the making of any changes in such Registration Statement,
Prospectus or any document incorporated therein by reference in
order that such documents not contain any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading, and (F) of the Company's determination that a further
post-effective amendment to such Registration Statement would be
appropriate;
(G) use reasonable efforts to cause all such Registrable
Securities to be listed on the NASD automated quotation system;
(H) otherwise use all reasonable efforts to comply with all
applicable rules and regulations of the Securities and Exchange
Commission, 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 the
Company's 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 Securities Act and Rule 158
thereunder; and
(I) in the event of the issuance of any stop order suspending
the effectiveness of a Registration Statement, or of any order
suspending or preventing the use of any related Prospectus or
suspending the qualification of any Common Stock included in such
Registration
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Statement for sale in any jurisdiction, the Company will use all
reasonable efforts promptly to obtain the withdrawal of such
order.
(b) Shareholder Procedures.
(i) In connection with any Registration Statement, the Company may
require each Shareholder to furnish to the Company such information
regarding such Shareholder and his or her proposed distribution of
Registrable Securities, to the extent necessary to comply with the
Securities Act, as the Company may from time to time reasonably request
in writing.
(ii) Each Shareholder agrees to cooperate and timely provide all
necessary information to the Company in all reasonable respects in
connection with the preparation and filing of each Registration Statement
and any amendment thereof, any Prospectus relating thereto and any
Prospectus supplement relating thereto with respect to the offer and sale
of Registrable Securities of such Shareholder.
6. DEMAND REGISTRATION SELLING RESTRICTIONS. The following provisions shall
apply if the Demand Registration is not an underwritten registration:
(a) Notice to Company. The Representative agrees to notify the Company at
least two (2) Business Days prior to any disposition of Registrable Securities
pursuant to the Demand Registration Statement of a Shareholder's intent to
dispose of such Registrable Securities. Such notice shall be in writing, by
facsimile or by a telephone conversation with either the Company's Chief
Financial Officer, General Counsel or Director of Investor Relations, at the
address, facsimile number or the phone number, as the case may be, of the
Company, all as set forth in Section 11 below. The Company will exert
reasonable efforts to respond to such notice by the next Business Day, but in
any event, the Company shall respond no later than the second Business Day
following the date of receipt. Such response shall consist of one of the
following:
(i) an oral or written confirmation that the Company knows of no
reason why the Shareholder should not proceed with the proposed sale or
disposition; or
(ii) a notification that the proposed disposition must be delayed
for a period of up to thirty (30) days as provided in Section 6(b) or
(iii) a confirmation from either the Chef Financial Officer or the
General Counsel of the Company that the Company requires a limited time,
not to exceed five (5) Business Days following the receipt of the
Company's receipt of the Shareholder's notice, within which to determine
which of the foregoing responses is appropriate under the circumstances.
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(b) Waiting Period. Each Shareholder agrees to comply with the
restrictions on disposition of any Registrable Securities contained in the
Shareholder Indemnification and Acknowledgment Agreement among the
Shareholders, the Company, Xxxxxxxx and CBSI Acquisition Corporation II (the
"Shareholder Indemnification Agreement") and until the expiration of the time
period, if any, identified by the Company in accordance with the foregoing.
The failure by the Company to respond by the end of the second Business Day
shall be deemed to be no objection to the proposed sale or disposition.
(c) Restriction on Sale. The Company may restrict disposition of such
Registrable Securities, in which event each Shareholder agrees not to dispose
of such Registrable Securities; provided that:
(i) the Company shall have delivered a notice in writing to the
Representative stating that a delay in the disposition of Registrable
Securities is necessary because the Company, in its reasonable judgment,
exercised in good faith, has determined that such sales of Registrable
Securities would require public disclosure by the Company of material
nonpublic information that the Company deems advisable not to disclose;
(ii) in the event of the delivery of the notice described in (i)
above by the Company, the Company shall exert commercially reasonable
efforts to amend the Demand Registration Statement or amend or supplement
the Prospectus, if necessary and to take all other actions necessary to
allow the proposed disposition to take place as promptly as practicable
after the conditions referred to therein have ceased to exist;
(iii) the Company agrees to use all commercially reasonable efforts
to keep the Demand Registration Statement, as amended pursuant to this
Section 6(c), effective for an additional period of time equal to the
period during which sales were restricted pursuant to this Section 6(c).
(d) Discontinuance of Sale. Each Shareholder agrees that, upon receipt of
any notice from the Company of the happening of any event of the kind described
in any of Sections 5(a)(i)(F)(B)-(F), such Shareholder shall forthwith
discontinue all sales and distributions of Registrable Securities pursuant to
the then-current Prospectus until the Representative receives copies of a
supplemental or amended Demand Prospectus as contemplated by Section 6(c)(ii),
or until the Representative is advised in writing by the Company that the use
of the Prospectus may be resumed, and, if so directed by the Company, the
Representative will deliver to the Company all copies then in the possession of
the Shareholders of the Prospectus in effect with respect to the Registrable
Securities at the time of such notice by the Company. The Company shall
promptly take all such action as may be necessary or appropriate, including,
without limitation, the filing of an amendment to the Demand Registration
Statement and/or the filing of an amended Prospectus or a Prospectus
supplement, to limit the duration of any
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discontinuance with respect to the sale and distribution of Registrable
Securities pursuant to this Section 6(d).
(e) Restrictions Cumulative. The restrictions described herein are in
addition to, and not in limitation of, any other restrictions that may be
applicable to each of the Shareholders, including, without limitation any
restrictions under the terms of the Shareholder Indemnification Agreement and
under applicable securities laws (such as the Company's employee xxxxxxx
xxxxxxx policy and general restrictions against trading in Company securities
while in possession of material non-public information concerning the Company).
7. REGISTRATION EXPENSE
(a) Demand Registration
All reasonable expenses incident to the Company's preparing and
filing a Demand Registration Statement including all registration and filing
fees, fees and expenses of compliance with securities or blue sky laws,
listing fees, printing expenses, messenger and delivery expenses, fees and
disbursements of counsel for the Company and all independent certified public
accountants, and other Persons retained by the Company (all such expenses
being herein called "Registration Expenses"), will be borne, pro rata, by the
Shareholders on the basis of shares registered for sale; including any
applicable to Registrable Securities sold by them pursuant to this Agreement.
(b) Piggy Back Registration
1). Payment by Company. All Registration Expenses incident to the
Company's preparation and filing of a Piggyback Registration Statement will be
borne by the Company; provided, that the holders of Registrable Securities
shall pay all underwriting discounts and commissions applicable to Registrable
Securities sold by them pursuant to this Agreement.
2) Payment by Selling Shareholders. To the extent Registration
Expenses are not required to be paid by the Company, each holder of securities
included in any registration hereunder will pay those Registration Expenses
allocable on a share-by-share basis to the registration of such holder's
securities so included, and any Registration Expenses not so allocable will be
borne by all sellers of securities included in such registration in proportion
to the aggregate selling price of the securities to be so registered.
8. INDEMNIFICATION.
(a) Company Indemnification. The Company shall indemnify and hold
harmless, to the fullest extent permitted by law, each seller of Registrable
Securities, any underwriter for such registration and each person or entity, if
any, controlling such seller
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or underwriter within the meaning of the Securities Act or the Exchange Act
against all losses, claims, damages, liabilities and expenses (including
reasonable costs of investigation and legal expenses) to which such seller,
underwriter or controlling person or entity, as the case may be, may become
subject under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) arise out of or are based upon any of the following
(collectively, "Violations"):
(ii) any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement, any Prospectus or any
amendments or supplements thereto;
(ii) 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 under which they were made, not
misleading; or
(iii) any violation or alleged violation by the Company, in
connection with such registration, of the Securities Act, the Exchange
Act, any state securities law or any rule or regulation promulgated under
the Securities Act, the Exchange Act or any state securities law;
provided, however, that the Company shall not be liable 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 for use in connection with such
registration by any such seller, underwriter or controlling person or entity.
(b) Selling Shareholder Indemnification. Each seller of Registrable
Securities shall indemnify and hold harmless, to the fullest extent permitted
by law, the Company, its officers, directors, employees, representatives and
agents, and each Person who controls (within the meaning of the Securities Act)
the Company, against all losses, claims, damages, liabilities and expenses
(including reasonable costs of investigation and legal expenses) resulting from
any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, any Prospectus, or any amendment or supplement thereto,
and any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, to the extent the
same arises out of or is based upon any untrue statement or alleged untrue
statement of a material fact or any omission or alleged omission to state a
material fact in such Registration Statement, Prospectus, amendment or
supplement, as the case may be, made or omitted, as the case may be, in
reliance upon and in conformity with written information furnished to the
Company by such seller for use therein, or if such offering is not an
underwritten offering, by such seller's failure to deliver a copy of the
Registration Statement, Prospectus or any amendment or supplement thereto after
the Company has furnished such seller with a sufficient number of copies of the
same. In no event shall any
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indemnification obligation under this Section 8(b) or by any seller under
Section 8(d) exceed the net proceeds from the offering received by such seller.
(c) Notice of Claim. Each party entitled to indemnification under this
Section 8 (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may
be sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; provided, that counsel for
the Indemnifying Party, who will conduct the defense of such claim or
litigation, is approved by the Indemnified Party (whose approval will not be
unreasonably withheld or delayed); and provided, further, that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations except to the extent that its defense of
the claim or litigation involved is prejudiced by such failure. The
Indemnified Party may participate in such defense at such party's expense. No
Indemnifying Party, in the defense of any such claim or litigation, except with
the consent of each Indemnified Party, shall consent to entry of any judgment
or enter into any settlement that does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party of a
release from all liability in respect of any claim or litigation, and no
Indemnified Party will consent to entry of any judgment or settle any claim or
litigation without the prior written consent of the Indemnifying Party. Each
Indemnified Party shall furnish such information regarding himself, herself or
itself and the claim in question as the Indemnifying Party may reasonably
request and as shall be reasonably required in connection with the defense of
such claim and litigation resulting therefrom.
(d) Contribution. If for any reason the indemnification provided for in
this Section 8 from an Indemnifying Party, although otherwise applicable by its
terms, is determined by a court of competent jurisdiction to be unavailable to
an Indemnified Party hereunder, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by the Indemnified Parties as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of such Indemnifying Party and the Indemnified Parties in
connection with the actions that resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and the
Indemnified Parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue
statement of a material fact, has been made by, or relates to information
supplied by, such Indemnifying Party or the Indemnified Parties, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in
Section 8(c), any legal or other fees or expenses reasonably incurred by such
party in connection with any investigation or proceeding.
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9. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may participate in
any underwritten registration hereunder unless such Person (a) agrees to sell
such Person's securities on the basis provided in any underwriting arrangements
approved by the Company and other Person or Persons entitled hereunder to
approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.
10. REPORTS UNDER EXCHANGE ACT. With a view to making available to the holders
of the Registrable Securities the benefits of Rule 144 and any other rule or
regulations of the Securities and Exchange Commission that may at any time
permit a holder to sell securities of the Company to the public without
registration, the Company agrees to use its reasonable best efforts to do all
of the following:
(a) Public Information. Make and keep public information available as
contemplated in Rule 144, at all times;
(b) SEC Reports. File with the Securities and Exchange Commission all
reports and other documents required of the Company under the Securities Act
and the Exchange Act; and
(c) Rule 144 Statement. Furnish to any holder, so long as such holder
owns any of the Registrable Securities, forthwith upon request a written
statement by the Company that it has complied with the reporting requirements
of Rule 144, the Securities Act and the Exchange Act (at any time after it has
become subject to such reporting requirements), a copy of the most recent
annual or quarterly report of the Company and such other reports and documents
so filed with the Securities and Exchange Commission by the Company as may be
reasonably requested in availing any holder, under any rule or regulation of
the Securities and Exchange Commission, of the right to sell any such
Registrable Securities without registration.
12. MISCELLANEOUS.
(a) No Inconsistent Agreements. The Company will not hereafter enter into
any agreement with respect to its securities which violates the rights granted
to the holders of Registrable Securities in this Agreement.
(b) Remedies. Any Person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and
to exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or other security) for specific performance and for
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other injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement.
(c) 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 the Company and holders of at least a majority of the
Registrable Securities.
(d) Successors and Assigns. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto will bind and inure to
the benefit of the respective successors and permitted assigns. No Shareholder
may assign his or her rights or obligations under this Agreement without the
prior written consent of the Company.
(e) Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.
(f) Counterparts. This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the
same Agreement.
(g) Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.
(h) Governing Law. The corporate law of Michigan will govern all issues
concerning the relative rights of the Company and its stockholders. All other
questions concerning the construction, validity and interpretation of this
Agreement and the exhibits and schedules hereto will be governed by the
internal law, and not the law of conflicts, of Michigan.
(i) Notices. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered personally
or sent by registered or certified mail, postage prepaid, facsimile, or
overnight delivery service addressed as follows:
If to Acquisition Company or Acquiror: With a copy to:
Complete Business Solutions, Inc. Xxxxxx Xxxxxx XX, Esq.
00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000 Butzel Long
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 000 X. Xxxxxxxxx, Xxxxx 000
Xxxx: President Xxxxxxx, XX 00000
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If to Representative: With a copy to:
0000 Xxxx Xxxxxx Xxxxx Xxxxx & Xxxxx
Xxxxxxxx, XX 00000 000 Xxxxx Xxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxx
If to a Shareholder: Notice shall be delivered to the last address on
record with the Merging Company.
Any party may by notice change the address to which notice or other
communications to it are to be delivered or mailed.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPLETE BUSINESS SOLUTIONS, INC.
By: ________________________________
Its: ________________________________
Merging Company Shareholders Merging Company Shareholders
Class A Class B
__________________ _______________________
Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx
__________________ _______________________
Xxxxxxx Xxxxxxxx Xxxxx Xxxxx
__________________ _______________________
Xxxxxx Xxxxxx Xxxx Xxxxxxxx
__________________ _______________________
Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx
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__________________ _______________________
Xxxxxx Xxxxxx Xxxxxx Xxxxxx
_______________________
Xxxxxx Xxxxxx
_______________________
Xxx & Xxxxx Xxxxxx
_______________________
Xxxxxx Xxxxxx
_______________________
Xxxxx Xxxx
_______________________
Xxxxx Xxxxxxx
_______________________
Xxxx Xxxxx
_______________________
Xxxx Xxxxx
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