Exhibit 4.(i)(7)
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and
entered into as of March 16, 2000, between 7-Eleven, Inc. a Texas
corporation (the "COMPANY"), and IYG Holding Company, a Japanese
corporation (the "HOLDER").
This Agreement is made concurrently with the purchase by the Holder
of 113.7 million unregistered shares of the Company's Common Stock (the
"SECURITIES") at $4.75 per share for an aggregate purchase price of
$540 million. In order to induce the Holder to purchase the Securities,
the Company has agreed to provide to the Holder the registration rights
set forth in this Agreement.
In consideration of the foregoing, the parties hereto agree as
follows:
1. DEFINITIONS.
As used in this Agreement, the following capitalized defined terms
shall have the meanings set forth below (certain terms being defined
elsewhere in this Agreement):
"1933 ACT" shall mean the Securities Act of 1933, as amended
from time to time.
"COMPANY" shall have the meaning set forth in the preamble
and shall also include the Company's successors.
"COMMON STOCK" shall mean the Common Stock of the Company,
par value $.0001.
"PERSON" shall mean an individual, partnership, corporation,
trust or unincorporated organization, or a government or agency
or political subdivision thereof.
"PROSPECTUS" shall mean the prospectus included in a
Registration Statement, including any preliminary prospectus, and
any such prospectus as amended or supplemented, including all
material incorporated by reference therein.
"REGISTRABLE SECURITIES" shall mean the Securities;
PROVIDED, HOWEVER, that any given Security shall cease to be a
Registrable Security (i) when a Registration Statement with
respect to such security shall have been declared effective
under the 1933 Act and such Security shall have been disposed of
pursuant to such Registration Statement or (ii) when such
Security shall have ceased to be outstanding.
Tab 3
"REGISTRATION EXPENSES" shall mean any and all reasonable
expenses incident to performance of or compliance by the Company
with this Agreement, including without limitation: (i) all SEC,
stock exchange or National Association of Securities Dealers, Inc.
registration and filing fees, (ii) all fees and expenses incurred
in connection with compliance with state securities or blue sky
laws (including reasonable fees and disbursements of counsel for
any underwriters or the Holder in connection with blue sky
qualification of any of the Registrable Securities), (iii) all
expenses of any Persons in preparing or assisting in preparing,
word processing, printing and distributing any Registration
Statement, any Prospectus, any amendments or supplements thereto,
any underwriting agreements, securities sales agreement and other
documents relating to the performance of and compliance with this
Agreement, (iv) the fees and disbursements of counsel for the
Company and (v) the fees and disbursements of the independent
public accountants of the Company, including the expenses of any
special audits or "cold comfort" letters required by or incident
to such performance and compliance, but excluding fees and
expenses of counsel to the underwriters (other than fees and
expenses set forth in clause (ii) above), if any, or the Holder
and underwriting discounts and commissions and transfer taxes, if
any, relating to the sale or disposition of Registrable Securities
by the Holder.
"REGISTRATION STATEMENT" shall mean any registration statement
of the Company that covers any of the Registrable Securities
pursuant to the provisions of this Agreement and all amendments
and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material
incorporated by reference therein.
"SEC" shall mean the Securities and Exchange Commission.
2.1. REGISTRATION ON REQUEST.
(a) Subject to the limitations set forth herein, if the
Company shall receive written notice requesting registration of
Registrable Securities (a "REGISTRATION REQUEST") from the Holder:
(i) the Company shall promptly, but in no event more than
ten (10) days following the receipt of such request, deliver to
the Holder written notice of its intention to file a Registration
Statement pursuant to such Registration Request and specify the
principal amount, or number of shares, as the case may be, of
Registrable Securities proposed to be included pursuant to the
Registration Request by the initiator of such request;
(ii) the Company shall, within the time period specified
in paragraph 2.1(b), below, prepare, file and use its best
efforts to cause to become effective a Registration Statement
under the 1933 Act relating to the Registrable Securities
specified in the Registration Request for inclusion; and
(iii) the Company shall use its best efforts to keep such
Registration Statement current and effective until the earlier
of (i) three (3) months after the date such Registration
Statement is declared effective and (ii) the date that the
Registrable Securities covered by such Registration Statement
have been disposed of pursuant thereto.
(b) The Company shall be obligated to file such Registration
Statement as promptly as practicable, but in any event within sixty (60)
days after receipt of the first Registration Request and within ninety
(90) days of receipt of each subsequent request; PROVIDED, HOWEVER,
that, with respect to any Registration Statement filed, or to be filed,
pursuant to this paragraph 2.1, if the Company shall furnish to the
Holder a certificate of an executive officer of the Company stating
that, in such officer's good faith judgment, it would (because of the
existence of, or in anticipation of, any acquisition or financing
activity, or the unavailability for reasons beyond the Company's control
of any required financial statements, or any other event or condition of
significance to the Company) be significantly disadvantageous (a
"DISADVANTAGEOUS CONDITION") to the Company or the Holder for such
Registration Statement to be maintained effective, or to be filed and
become effective, the Company shall be entitled to cause such
Registration Statement to be withdrawn and the effectiveness of such
Registration Statement to be terminated, or, in the event such
Registration Statement has not yet been filed, shall be entitled not to
file any such Registration Statement, until such Disadvantageous
Condition no longer exists (notice of which the Company shall promptly
deliver to the Holder) and, upon receipt of any such notice of a
Disadvantageous Condition, the Holder will forthwith discontinue use of
the Prospectus contained in such Registration Statement and, if so
directed by the Company, the Holder will deliver to the Company all
copies, other than permanent file copies then in the Holder's
possession, of the Prospectus then covering such Registrable Securities
at the time of receipt of such notice, and, in the event no Registration
Statement has yet been filed, all drafts of the Prospectus covering such
Registrable Securities. Upon termination of such Disadvantageous
Condition, the Company will, if requested by the Holder, use its best
efforts to file such Registration Statement as promptly as practicable,
but in any event within thirty (30) days of such termination. If the
Company declines to file or withdraws a Registration Statement in
accordance with this paragraph, then the election to initiate the
proposed offering shall not constitute the exercise of a Registration
Request by the Holder. The Company shall not be required to file a
Registration Statement within three (3) months of the effective date of
a prior Registration Statement filed as a result of a Registration
Request. To the extent reasonably requested by the Holder, any offering
pursuant to this paragraph 2.1 shall be an underwritten public offering.
(c) Notwithstanding anything contained herein to the
contrary, (i) no Registration Request shall be effective pursuant to
this paragraph 2.1 unless such request includes Registrable Securities
having a principal amount of at least $200 million or a fair market
value (as determined by the Board of Directors of the Company or any
Committee thereunder authorized to act with respect to this Agreement
(the "BOARD") in good faith) of at least $150 million with respect to
any subsequent Registration Request; and (ii) the Holder shall be
entitled to make 3 (three) separate Registration Requests.
(d) The Company will pay all Registration Expenses in
connection with the registration of Registrable Securities effected by
it pursuant to paragraph 2.1, and the balance of any costs and expenses
shall be paid by the Holder.
(e) In the event that the underwriters, if any, with respect
to an offering to be made under this paragraph 2.1 should recommend that
the principal amount, or number of shares, of Registrable Securities to
be included in such offering should be limited due to market conditions
or otherwise, then the Holder shall determine the Registrable Securities
to be included.
2.2. INCIDENTAL REGISTRATION. (a) If the Company at any
time proposes to register any of its securities under the 1933 Act
(other than pursuant to paragraph 2.1 above), whether or not for sale
for its own account, on a form and in a manner which would permit
registration of Registrable Securities for sale to the public under the
1933 Act, it will give written notice promptly (and in no event less
than twenty (20) days prior to the proposed filing date) to the Holder
of its intention to do so, describing such securities and specifying the
form and manner and the other relevant facts involved in such proposed
registration, and upon the written request of the Holder delivered to
the Company within ten (10) days after the giving of any such notice
(which request shall specify the principal amount, or number of shares,
as the case may be, of Registrable Securities intended to be disposed of
by the Holder and the intended method of disposition thereof), the
Company will use its best efforts to effect the registration under the
1933 Act of all of the Registrable Securities which the Company has been
so requested to register by the Holder; PROVIDED THAT:
(i) The Holder may request registration of Securities
only if the Company is registering its Common Stock in a public
offering other than any public offering of the Company's Common
Stock which is consummated within nine months following the date
hereof.
(ii) if, at any time after giving such written notice of
its intention to register any of its securities and prior to the
effective date of the Registration Statement filed in connection
with such registration, the Company shall determine for any
reason not to register such securities, the Company may, at its
election, give written notice of such determination to the
Holder and thereupon shall be relieved of its obligation to
register any Registrable Securities in connection with such
registration (but not from its obligation to pay the
Registration Expenses in connection therewith as provided in
paragraph 2.2(c)), without prejudice, however, to the rights, if
any, of the Holder to request that such registration be effected
as a registration under paragraph 2.1, above; and
(iii) if (A) the Company has filed a registration
statement covering the sale for its own account of its own
securities to underwriters for the purpose of making a public
offering of the Common Stock and Registrable Securities are to
be included therein pursuant to the provisions of this paragraph
2.2, (B) in the judgment of the managing underwriter or
underwriters of the proposed public offering of such Common
Stock, such inclusion would materially adversely affect such
public offering, and (C) notification of such determination is
given to the Holder participating in such offering prior to the
effective date of such registration statement, then the
Registrable Securities as to which registration has been
requested need not be included by the Company in such
registration; PROVIDED, HOWEVER, that such managing underwriter
or underwriters may elect to permit the inclusion of a portion
of the Registrable Securities as to which registration has been
requested, pro rata on the basis of the Holder's holdings of
Registrable Securities.
(b) The Company shall not be obligated to effect any
registration of Registrable Securities under this paragraph 2.2
incidental to the registration of any of its securities in connection
with mergers, acquisitions, exchange offers, dividend reinvestment
plans, retirement plans or stock option or other employee benefit plans.
(c) The Company will pay all Registration Expenses in
connection with each registration of Registrable Securities requested
pursuant to this paragraph 2.2 and the balance of any costs and expenses
shall be paid by the Holder.
2.3. RELATED PROVISIONS. (a) In connection with any
registration of Registrable Securities pursuant to paragraph 2.1 or 2.2,
the Company will:
(i) furnish to the Holder such number of conformed copies
of the Registration Statement and of each amendment or
supplement thereto (in each case including not more than two
copies of all exhibits), such number of copies of the Prospectus
included in the Registration Statement (including each
preliminary Prospectus and any summary Prospectus), in
conformity with the requirements of the 1933 Act, any documents
incorporated by reference in the Registration Statement or
Prospectus, and such other documents, as the Holder may
reasonably request;
(ii) use its best efforts to register or qualify all
Registrable Securities and other securities covered by the
Registration Statement under such other securities or blue sky
laws of such jurisdictions in the United States, Canada, Japan,
Hong Kong and western Europe as the Holder shall reasonably
request, and do any and all other acts and things which may be
necessary or advisable to enable the Holder to consummate the
disposition in any such reasonably requested jurisdiction of the
Registrable Securities covered by such Registration Statement,
except that the Company shall not for any such purpose be
required to qualify generally to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified,
or to subject itself to taxation in any such jurisdiction, or to
consent to general service of process of any such jurisdiction;
(iii) furnish to the Holder the following letters:
(A) a signed counterpart of an opinion of counsel
for the Company, dated the effective date of such
Registration Statement (except, if such registration
involves an underwritten public offering, such opinion
shall be dated the date of the closing under the
underwriting agreement), covering such matters as the
Holder, or its counsel, may reasonably request; and
(B) a letter signed by the independent public
accountants who have certified the Company's financial
statements included in the Registration Statement,
covering such matters as the Holder, or its counsel, may
reasonably request;
such letters or opinions shall be in the form as is customary
for similar letters or opinions, so long as such form is
acceptable to the managing underwriters, if any, of such
offering;
(iv) promptly notify the Holder of Registrable Securities
covered by such Registration Statement at any time when a
Prospectus relating thereto is required to be delivered under
the 1933 Act, of the happening of any event as a result of which
the Prospectus included in such Registration Statement, as then
in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in
the light of the circumstances then existing, and at the request
of the Holder prepare and furnish to the Holder a reasonable
number of copies of a supplement to or an amendment of such
Prospectus as may be necessary so that, as thereafter delivered
to the purchasers of such Registrable Securities, such
Prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing; and
(v) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available
to its securityHolder, as soon as reasonably practicable, but in
no event more than eighteen (18) months after the effective date
of such Registration Statement, an earnings statement covering a
period of at least twelve (12) months after the effective date
of such Registration Statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the 1933 Act.
The Company may require the Holder to furnish the Company such
information regarding the Holder and the distribution of such securities
by the Holder as the Company may from time to time reasonably request in
writing or as shall be required by law or by the SEC in connection
therewith.
(b) If requested by the underwriters for any offering
pursuant to a Registration Request under paragraph 2.1, above, the
Company will enter into an underwriting agreement with such underwriters
for such offering, such agreement to contain such representations and
warranties by the Company and such other terms and provisions as are
customarily contained in underwriting agreements with respect to
secondary distributions including, without limitation, agreements to
indemnify and to contribute to the effect and to the extent provided in
paragraphs 3.1 and 3.2, respectively.
(c) If the Company at any time proposes to register any of
its Common Stock or convertible debt securities that are convertible
into Common Stock under the 1933 Act (other than pursuant to a request
made under paragraph 2.1, above), whether or not for sale for its own
account, and such securities are to be distributed by or through one or
more underwriters, the Company will make reasonable efforts, if
requested by one Holder to arrange for such underwriters to include such
Registrable Securities among those securities to be distributed by or
through such underwriters; PROVIDED that the Holder may request
registration of Securities only if the Company is registering its Common
Stock in a public offering other than any public offering of the
Company's Common Stock which is consummated during the nine month period
following the date hereof; PROVIDED, FURTHER, HOWEVER, that for purposes
of this sentence, reasonable efforts shall not require the Company or
any other seller of the securities proposed to be distributed by or
through such underwriters to reduce the amount or net sale price of such
securities proposed to be so distributed. The Holder shall be party to
any such underwriting agreement and the representations and warranties
by, and the other agreements on the part of, the Company to and for the
benefit of such underwriters shall also be made to and for the benefit
of the Holder.
(d) In the case of any registration pursuant to paragraph 2.1
or 2.2 which shall be in connection with an underwritten public
offering, the Company and the Holder agrees, if so required in writing
delivered to the Holder by the managing underwriter or underwriters, not
to effect any public sale or distribution of Registrable Securities
(other than as part of such underwritten public offering):
(i) within thirty (30) days prior to the effective date
of such Registration Statement, or
(ii) thereafter until the later of one hundred eighty
(180) days after the effective date of such Registration
Statement and the date on which all securities under such
Registration Statement are sold.
2.4. PREPARATION; REASONABLE INVESTIGATION. In connection
with the preparation and filing of each Registration Statement
registering Registrable Securities under the 1933 Act, the Company will
give the Holder and its underwriters, if any, and their respective
counsel and accountants, the reasonable opportunity to participate in
the preparation of such Registration Statement, each Prospectus included
therein or filed with the SEC, and each amendment thereof or supplement
thereto, and will give each of them such access to its books and records
and such opportunities to discuss the business of the Company with its
officers and the independent public accountants who have certified its
financial statements as shall be necessary, in the reasonable opinion of
the Holder and such underwriters or their respective counsel, to conduct
a reasonable investigation within the meaning of the 1933 Act.
3.1 INDEMNIFICATION. (a) In the event of any registration of
securities of the Company under the 1933 Act, the Company will, and
hereby does, indemnify and hold harmless in the case of any Registration
Statement filed pursuant to paragraph 2.1 or 2.2, above, the Holder, its
directors and officers, each underwriter of such securities, each
officer and director of each such underwriter, each Person who
participates as an underwriter in the offering or sale of such
securities and each other Person, if any, who controls such seller or
any such underwriter within the meaning of the 1933 Act, against any
losses, claims, damages, liabilities and expenses, joint or several, to
which the Holder, underwriter or any such director, officer,
participating Person or controlling Person may become subject under the
1933 Act or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions or proceeding in respect thereof)
arise out of or are based upon (x) any untrue statement or alleged
untrue statement of any material fact contained in any Registration
Statement under which such securities were registered under the 1933
Act, any preliminary Prospectus, final Prospectus or summary Prospectus
included therein, or any amendment or supplement thereto, or any
statement incorporated by reference therein, or (y) any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
the Company will reimburse such seller, underwriter and Holder and each
such director, officer, participating Person and controlling Person for
any legal or any other expenses reasonably incurred by them, as
incurred, in connection with investigating or defending any such loss,
claim, damage, liability, action or proceeding; PROVIDED, HOWEVER, that
the Company shall not be liable in any such case to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in such
Registration Statement, any such preliminary Prospectus, final
Prospectus, summary Prospectus, amendment or supplement in reliance upon
and in conformity with written information furnished to the Company
through an instrument duly executed by such seller, underwriter or
Holder specifically stating that it is for use in the preparation of
such Registration Statement, preliminary Prospectus, final Prospectus,
summary Prospectus, amendment or supplement. Such indemnity shall
remain in full force and effect regardless of any investigation made by
or on behalf of the Holder, underwriter, or any such director, officer,
participating Person or controlling Person and shall survive the
transfer of such securities by the Holder.
(b) The Company may require that, as a condition to including
any Registrable Securities in any Registration Statement, the Company
shall have received an undertaking reasonably satisfactory to it from
the Holder or underwriter of such securities, to indemnify and hold
harmless (in the same manner and to the same extent as set forth in
paragraph 3.1(a) above) the Company, each director of the Company, each
officer of the Company who shall sign such Registration Statement and
each other Person, if any, who controls the Company within the meaning
of the 1933 Act, with respect to any statement in or omission from such
Registration Statement, any preliminary Prospectus, final Prospectus or
summary Prospectus included therein, or any amendment or supplement
thereto, if such statement or omission was made in reliance upon and in
conformity with written information reliance upon and in conformity with
written furnished to the Company through an instrument duly executed by
the Holder or underwriter specifically stating that it is for use in the
preparation of such Registration Statement, preliminary Prospectus,
final Prospectus, summary Prospectus, amendment or supplement. Such
indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or any such director,
officer or controlling Person and shall survive the transfer of such
securities by the Holder or underwriter.
(c) Promptly after receipt by an indemnified party of notice
of the commencement of any action or proceeding involving a claim
referred to in the preceding paragraphs of this paragraph 3.1, such
indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the latter of the
commencement of such action; PROVIDED, HOWEVER, that the failure of any
indemnified party to give notice as provided herein shall not relieve
the indemnifying party of its obligations under this paragraph 3.1 or
relieve the indemnifying party from any liability which it may have to
any indemnified party otherwise than under this paragraph 3.1. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, then,
unless in such indemnified party's reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist in
respect of such action, the indemnifying party shall be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified, to the extent that it may wish,
with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof,
the indemnifying party shall not be liable to such indemnified party for
any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof other than reasonable costs of
investigation, unless in such indemnified party's reasonable judgment a
conflict of interest between such indemnified and indemnifying parties
arises in respect of such actions after assumption of the defense
thereof. No indemnifying party will consent to entry of any judgment or
enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect of such claim or
litigation.
(d) Indemnification similar to that specified in the
preceding paragraphs of this paragraph 3.1 (with appropriate
modifications) shall be given by the Company and the Holder with respect
to any required registration or other qualification of such Registrable
Securities under any federal or state law or regulation or governmental
authority other than the 1933 Act.
3.2. CONTRIBUTION. If the indemnification provided for in
paragraph 3.1 above is unavailable to the indemnified parties in respect
of any losses, claims, damages or liabilities referred to herein, then
each indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages or liabilities (i) as between
the Company and the Holder on the one hand and the underwriters on the
other, in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Holder on the one hand and the
underwriters on the other hand from the offering of the Registrable
Securities, or, if such allocation is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative
benefits but also the relative fault of the Company and the Holder on the
one hand and of the underwriters on the other hand in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations and
(ii) as between the Company on the one hand and the Holder on the other
hand, in such proportion as is appropriate to reflect the relative fault
of the Company and of the Holder in connection with such statements or
omissions, as well as any other
relevant equitable considerations. The relative benefits received by the
Company and the Holder on the one hand and the underwriters on the other
hand shall be deemed to be in the same proportion as the total proceeds
from the offering (net of underwriting discounts and commissions but
before deducting expenses) received by the Company and the Holder bear to
the total underwriting discounts and commissions received by the
underwriters, in each case as set forth in the table on the cover page of
the Prospectus. The relative fault of the Company and the Holder on the
one hand and of the underwriters on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company and the
Holder or by the underwriters. The relative fault of the Company on the
one hand and of the Holder on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such party, and the
party's relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
The Company and the Holder agree (and the underwriters, if any,
are deemed to agree) that it would not be just and equitable if
contribution pursuant to this paragraph 3.2 were determined by pro rata
allocation (even if the underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party
as a result of the losses, claims, damages or liabilities referred to in
the immediately preceding paragraph shall be deemed to include, subject
to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding
the provisions of this paragraph 3.2, no underwriter shall be required
to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount
of any damages which such underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or
alleged omission, and no Holder shall be required to contribute any
amount in excess of the amount by which the total price at which the
Registrable Securities of the Holder were offered to the public exceeds
the amount of any damages which the Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
4. MISCELLANEOUS.
(a) AMENDMENTS AND WAIVERS. The provisions of this
Agreement, including the provisions of this sentence, may not be
amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company has
obtained the written consent of the Holder affected thereby.
(b) NOTICES. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (i) if to the Holder, at [1-4, Xxxxxxxxx
0-Xxxxx, Xxxxxx-Xx, Xxxxx 000, Xxxxx, Attention: [President]
[Chairman];] if to the Company, at 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxx, Attention: General Counsel.
All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if applicable; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied;
and on the next business day if timely delivered to an air courier
guaranteeing overnight delivery.
(c) SUCCESSORS AND ASSIGNS. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of
the parties, other than a transferee of Securities.
(d) COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the
same agreement.
(e) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect
the meaning hereof.
(f) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
(g) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect
and of the remaining provisions contained herein shall not be affected
or impaired thereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
7-ELEVEN, INC.
By /s/ Xxxx Xxxxxxxx
-------------------------
Name: Xxxx Xxxxxxxx
Title: Treasurer
IYG HOLDING COMPANY
By /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Attorney-In-Fact
