STOCKHOLDER AGREEMENT
Exhibit 10.11
THIS STOCKHOLDER AGREEMENT (this “Stockholder Agreement”) is entered into as of [_____________],
2009, by and between Viasystems Group, Inc., a Delaware corporation (the “Company”), and VG
Holdings, LLC, a Delaware limited liability company (the “Stockholder”).
WHEREAS,
the Stockholder owns [___ shares or ___%] (the “Acquired Shares”) of Common Stock
(as defined below), which were acquired by the Stockholder pursuant to the terms of the
recapitalization effected in accordance with that certain Recapitalization Agreement, dated as of
October 6, 2009, by and among the Company and the members of the Stockholder;
WHEREAS, this Stockholder Agreement is being entered into contemporaneously with the
consummation of the merger of Maple Acquisition Corp. (“Merger Sub”), a wholly owned subsidiary of
the Company, with and into Merix Corporation (“Merix”) pursuant to the terms of that certain
Agreement and Plan of Merger, dated as of October 6, 2009, by and among the Company, Merger Sub,
and Merix (the “Merger”).
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties
hereto, intending to be legally bound, hereby agree as follows:
ARTICLE 1
DEFINITIONS
DEFINITIONS
SECTION 1.01. Definitions.
(a) The following terms, as used herein, have the following meanings:
“Affiliate” means with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such first Person. For the purposes of
this definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”) means, with respect to any Person, the possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through ownership of voting securities, by contract or otherwise.
“Board” means the board of directors of the Company.
“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks
in New York City are authorized by law to close.
“Common Stock” means the Company’s authorized shares of common stock, par value $0.01 per
share, and any stock into which such common stock may hereafter be converted, changed or
reclassified.
“Common Stock Equivalents” means, without duplication, any rights, warrants, options,
convertible securities or exchangeable securities, in each case, exercisable for or convertible or
exchangeable into, directly or indirectly, Common Stock, whether at the time of issuance, upon the
passage of time, or the occurrence of some future event.
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
“Person” means an individual, corporation, limited liability company, partnership,
association, trust or other entity or organization, including a government or political subdivision
or an agency or instrumentality thereof.
“Public Float” means all outstanding shares of Common Stock other than shares of Common Stock
held, as of the applicable determination date, by (i) the Stockholder and (ii) any Person holding
in excess of 10% of the outstanding Common Stock, which shares were issued to such Person by the
Company as consideration in connection with the Company’s acquisition of a corporation, limited
liability company, partnership or other entity or organization.
“Registrable Securities” means at any time the Common Stock owned by the Stockholder, whether
owned on the date hereof or acquired hereafter; provided, however, that Registrable
Securities shall not include any shares (i) the sale of which has been registered pursuant to the
Securities Act and which shares have been sold pursuant to such registration or (ii) which have
been sold pursuant to Rule 144 (as defined below).
“Registration Expenses” means any and all expenses incident to the performance of or
compliance with any registration or marketing of securities in a registered public offering,
including all (i) registration and filing fees, and all fees and expenses payable in connection
with the listing of securities on any securities exchange or automated interdealer quotation
system, (ii) fees and expenses of compliance with any securities or “blue sky” laws (including,
without limitation, reasonable fees and disbursements of counsel in connection with “blue sky”
qualifications of the securities registered), (iii) expenses in connection with the preparation,
printing, mailing and delivery of any registration statements, prospectuses and other documents in
connection therewith and any amendments or supplements thereto, (iv) security engraving and
printing expenses, (v) internal expenses of the Company (including, without limitation, all
salaries and expenses of its officers and employees performing legal or accounting duties), (vi)
reasonable fees and disbursements of counsel for the Company and customary fees and expenses for
independent certified public accountants retained by the Company (including, without limitation,
the expenses associated with the delivery by independent certified public accountants of any
comfort letters to be provided pursuant to Article 5 hereof), (vii) fees and expenses of
any special experts retained by the Company in connection with such registration, (viii) reasonable
fees and out-of-pocket expenses of one firm of counsel to the Stockholder selected by the
Stockholder, (ix) fees and expenses in connection with any review by the National Association of
Securities Dealers (the “NASD”) of the underwriting arrangements or other terms of the offering,
and all
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fees and expenses of any “qualified independent underwriter” or other independent appraiser
participating in any offering pursuant to section 3 of Schedule E to the Bylaws of the NASD,
including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, but excluding any underwriting fees,
discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of
printing and producing any agreements among underwriters, underwriting agreements, any “blue sky”
or legal investment memoranda and any selling agreements and other documents in connection with the
offering, sale or delivery of the Registrable Securities, (xii) transfer agents’, registrars’,
stock custodians’ and DTC fees and expenses, (xiii) expenses relating to any analyst or investor
presentations or any “road shows” undertaken pursuant to Article 5 hereof in connection
with the registration, marketing or selling of Registrable Securities, and (xiv) fees and expenses
in connection with obtaining customary ratings of Registrable Securities, including expenses
relating to any presentations to rating agencies.
“Rule 144” means Rule 144 (or any successor provisions) under the Securities Act.
“SEC” means the United States Securities and Exchange Commission.
“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.
“Subsidiary” means, with respect to the Company, any corporation, limited liability company,
partnership or other entity of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power (or, in the case of a partnership,
more than 50% of the general partnership interests) are, as of such date, owned by the Company or
one or more Subsidiaries of the Company or by the Company and one or more of its Subsidiaries.
“Transfer” means, with respect to any Common Stock, (i) when used as a verb, to sell, assign,
dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Common Stock or any
participation or interest therein, whether directly or indirectly, or agree or commit to do any of
the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition,
exchange, pledge, encumbrance, hypothecation or other transfer of such Common Stock or any
participation or interest therein or any agreement or commitment to do any of the foregoing.
(b) Other Definitional and Interpretive Matters. Unless otherwise expressly provided,
for purposes of this Stockholder Agreement, the following rules of interpretation shall apply:
Calculation of Time Period. When calculating the period of time before which, within
which or following which any act is to be done or step taken pursuant to this Stockholder
Agreement, the date that is the reference date in calculating such period shall
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be excluded. If the last day of such period is a non-Business Day, the period in question
shall end on the next succeeding Business Day.
Dollars. Any reference in this Stockholder Agreement to $ shall mean U.S. dollars.
Headings. The division of this Stockholder Agreement into Articles, Sections and
other subdivisions and the insertion of headings are for convenience of reference only and shall
not affect or be utilized in construing or interpreting this Stockholder Agreement. All references
in this Stockholder Agreement to any “Section” are to the corresponding Section of this Stockholder
Agreement unless otherwise specified.
Herein. The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to
this Stockholder Agreement as a whole and not merely to a subdivision in which such words appear
unless the context otherwise requires.
ARTICLE 2
COMPOSITION OF THE BOARD
COMPOSITION OF THE BOARD
SECTION 2.01. Stockholder Designees. The Stockholder shall have the right to
designate: (i) five (5) individuals to serve on the Board for so long as the Stockholder owns not
less than 50.00% of the Common Stock held by the Stockholder on the date hereof, (ii) four (4)
individuals to serve on the Board for so long as the Stockholder owns not less than 40.00% of the
Common Stock held by the Stockholder on the date hereof, (iii) three (3) individuals to serve on
the Board for so long as the Stockholder owns not less than 33.33% of the Common Stock held by the
Stockholder on the date hereof, (iv) two (2) individuals to serve on the Board for so long as the
Stockholder owns not less than 20% of the Common Stock held by the Stockholder on the date hereof,
(v) one (1) individual to serve on the Board for so long as the Stockholder owns not less than 10%
of the Common Stock held by the Stockholder on the date hereof and (vi) no individuals to serve on
the Board if the Stockholder owns less than 10% of the Common Stock held by the Stockholder on the
date hereof (in each instance, such designated individuals, the “Stockholder Designees”).
SECTION 2.02. Initial Board Composition. Upon the consummation of the Merger, the
Board shall be comprised of twelve (12) directors, five (5) of whom shall be the initial
Stockholder Designees identified by the Stockholder to the Company.
SECTION 2.03. Stockholder Meetings. Subject to applicable law, for so long as the
Stockholder owns not less than 10% of the then outstanding Common Stock, the Company shall use its
commercially reasonable efforts to cause the election of the Stockholder Designees at each meeting
of the stockholders of the Company at which directors are to be elected, and the Company shall use
its commercially reasonable efforts to cause the reelection of the Stockholder Designees at each
meeting of the Company’s stockholders at which any Stockholder Designee’s term as a director will
expire.
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Commercially reasonable efforts under this Section 2.03 shall include the solicitation
of proxies in favor of the election of each Stockholder Designee, it being understood that efforts
consistent with those used for other members of the slate of nominees recommended by the Board
shall be deemed reasonable.
SECTION 2.04. Vacancies. If, prior to his or her election to the Board pursuant to
this Article 2, any Stockholder Designee shall be unable or unwilling to serve as a
director of the Company, then the Stockholder shall be entitled to nominate a replacement who shall
then be a Stockholder Designee for purposes of this Article 2. If, following an election
or appointment to the Board pursuant to this Article 2, any Stockholder Designee shall
resign or be removed or be unable to serve for any reason prior to the expiration of his or her
term as a director of the Company, then the Stockholder shall, within 30 days of such event, notify
the Board in writing of a replacement Stockholder Designee, and the Company and the Board shall
take such action as necessary to cause such replacement Stockholder Designee to be appointed to the
Board and each applicable committee thereof to fill the unexpired term of the Stockholder Designee
who such new Stockholder Designee is replacing.
SECTION 2.05. Designee Information. The Stockholder shall provide the Company with
all information required under Regulation 14A and Schedule 14A under the Exchange Act with respect
to the Stockholder Designees.
SECTION 2.06. No Limitations. The provisions of this Article 2 are in
addition to and shall not limit any rights that the Stockholder may have as a holder or beneficial
owner of the Common Stock as a matter of law with respect to the election of directors or
otherwise.
ARTICLE 3
RESTRICTIONS ON TRANSFER
RESTRICTIONS ON TRANSFER
SECTION 3.01. General Restrictions on Transfer.
(a) The Stockholder understands and agrees that the Acquired Shares have not been registered
under the Securities Act and are restricted securities under the Securities Act and the rules and
regulations promulgated thereunder. The Stockholder agrees it shall not Transfer any of the
Acquired Shares (or solicit any offers in respect of any Transfer of the Acquired Shares), except
in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the
restrictions on Transfer contained in this Stockholder Agreement.
(b) The Stockholder agrees that it will not, during the period commencing on the day of the
consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of
the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant to the
registration rights set forth in Article 5 hereof, or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of the Acquired Shares,
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whether any such transaction described in clause (i) or (ii) above is to be settled by
delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence
shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired
in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares
or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of
the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4)
distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct
or indirect limited partners, stockholders or members of the undersigned; provided that in the case
of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or
distributee shall execute and deliver to the Company a letter agreement whereby such donee,
transferee or distribute agrees to be bound by the same restrictions on the Stockholder as set
forth in this Section 3.01(b) and (B) if any filing by any party (donor, donee, transferor
or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be
required or shall be made voluntarily in connection with such transfer or distribution (other than
a filing on Form 5 made after the expiration of the 180-day period referred to above), such party
shall provide to the Company a copy of such filing at least three (3) Business Days prior to
filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the
Company’s transfer agent and registrar against the transfer of the Acquired Shares except in
compliance with the foregoing restrictions.
(c) Any attempt to Transfer any Common Stock not in compliance with this Stockholder Agreement
shall be null and void, and the Company shall not, and shall cause any transfer agent not to, give
any effect in the Company’s records to such purported Transfer.
SECTION 3.02. Legends.
(a) Each certificate evidencing the Acquired Shares shall bear a legend in substantially the
following form:
“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, OFFERED OR SOLD EXCEPT IN COMPLIANCE
THEREWITH. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN A
STOCKHOLDER AGREEMENT, A COPY OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE COMPANY OR ANY
SUCCESSOR THERETO.”
(b) Notwithstanding the foregoing provisions of this Article 3, the restrictions
imposed by Section 3.01(a) upon the transferability of the Acquired Shares relating to
securities laws (and the legends relating thereto) shall terminate as to any Company Security (i)
when and so long as such Company Security shall have been effectively registered under the
Securities Act and disposed of pursuant thereto or (ii) when the Company shall have received an
opinion of counsel reasonably satisfactory to it that such
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Company Security may be transferred without registration under the Securities Act and that
such legend may be removed. Whenever the securities law restrictions referred to in Section
3.01(a) shall terminate as to any Company Security, the Stockholder shall be entitled to
receive from the Company, at the Company’s expense, a new Company Security not bearing the legend
relating to securities law transfer restrictions.
ARTICLE 4
PRIMARY OFFERING REQUEST
PRIMARY OFFERING REQUEST
If after June 30, 2012, the Public Float of the Common Stock has not increased by 100% of the
Public Float existing immediately following the consummation of the Merger, then the Stockholder
may request in writing that the Company file a registration statement on Form S-1 or Form S-3 (or
any successor form thereto), as applicable, to effect a primary underwritten public offering of
shares of Common Stock (“Primary Offering Request”) as soon as practicable, but in no event later
than forty-five (45) days after the Company’s receipt of the Primary Offering Request;
provided, however, that the Company shall not be obligated to initiate such
offering unless a majority of the independent members of the Board determine, after consultation
with an underwriter of recognized international standing, that such offering is in the best
interest of the Company. The independent members of the Board shall so notify the Stockholder of
its decision regarding the Primary Offering Request within thirty (30) days of the Company’s
receipt of the Primary Offering Request.
ARTICLE 5
REGISTRATION RIGHTS
REGISTRATION RIGHTS
SECTION 5.01. Demand Registration.
(a) At any time after one hundred eighty (180) days after the consummation of the Merger, if
the Company shall receive a written request from the Stockholder that the Company effect the
registration under the Securities Act of all or any portion of the Stockholder’s Registrable
Securities (a “Demand Registration”), and specifying the intended method of disposition thereof,
then the Company shall use its commercially reasonable efforts, consistent with the terms of this
Stockholder Agreement, to effect, as expeditiously as possible, the registration under the
Securities Act of all Registrable Securities for which the Stockholder has requested registration
under this Section 5.01; provided that, subject to Section 5.01(d) hereof,
the Company shall not be obligated to effect more than three Demand Registrations (other than
short-form registrations on Form S-3 and provided that no Demand Registration shall be made within
one hundred eighty (180) days of a prior Demand Registration).
(b) At any time prior to the effective date of the registration statement relating to such
registration, the Stockholder may revoke such request by providing a notice to the Company revoking
such request.
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(c) The Company shall be liable for and pay all Registration Expenses in connection with each
Demand Registration, regardless of whether such registration is effected.
(d) A Demand Registration shall not be deemed to have occurred:
(i) unless the registration statement relating thereto (A) has become
effective under the Securities Act and (B) has remained effective for a period of
at least one hundred twenty (120) days (or such shorter period in which all
Registrable Securities of the Stockholder included in such registration have
actually been sold thereunder), provided that such registration statement
shall not be considered a Demand Registration if, after such registration statement
becomes effective, (1) such registration statement is interfered with by any stop
order, injunction or other order or requirement of the SEC or other governmental
agency or court and (2) less than 75% of the Registrable Securities included in
such registration statement have been sold thereunder; or
(ii) if the Demand Maximum Offering Size (as defined below) is reduced in
accordance with Section 5.01(e) such that less than 75% of the Registrable
Securities of the Stockholder sought to be included in such registration are
included.
(e) If a Demand Registration involves an underwritten public offering and the managing
underwriter advises the Company and the Stockholder that, in its view, the number of shares that
the Stockholder and the Company propose to include in such registration exceeds the largest number
of shares that can be sold without having an adverse effect on such offering, including the price
at which such shares can be sold (the “Demand Maximum Offering Size”), the Company shall include in
such registration, in the priority listed below, up to the Demand Maximum Offering Size:
(i) first, all Registrable Securities requested to be registered by the
Stockholder; and
(ii) second, all shares of Common Stock proposed to be registered by the
Company.
(f) The Company may defer the filing (but not the preparation) of a registration statement
required by Section 5.01 until a date not later than ninety (90) days after the date which
is thirty (30) days after the request to file such registration statement if (i) at the time the
Company receives the request to register shares, the Company or any of its Subsidiaries are engaged
in confidential negotiations or other confidential business activities (or the Board determines
that the Company is at such time otherwise in possession of material non-public information with
respect to the Company), disclosure of which would be required in such registration statement (but
would not be required if such registration statement were not filed), and the Board determines in
good faith that
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such disclosure would be materially detrimental to the Company and its stockholders, or (ii)
prior to receiving the request to register shares, the Board had determined to effect a registered
underwritten public offering of the Company’s securities for the Company’s account and the Company
had taken substantial steps (including, but not limited to, selecting a managing underwriter for
such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of
the filing of a registration statement pursuant to this Section 5.01(f) shall be lifted,
and the requested registration statement shall be filed forthwith, if, in the case of a deferral
pursuant to clause (i) of the preceding sentence, the negotiations or other activities are
disclosed or terminated (or such material non-public information has been publicly disclosed by the
Company), or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the
proposed registration for the Company’s account is abandoned. In order to defer the filing of a
registration statement pursuant to this Section 5.01(f), the Company shall promptly (but in
any event within ten (10) days), upon determining to seek such deferral, deliver to the Stockholder
a certificate signed by an executive officer of the Company stating that the Company is deferring
such filing pursuant to this Section 5.01(f) and (unless the Stockholder had previously
requested in writing that the Company not disclose to it such information under this paragraph) a
general statement of the reason for such deferral and an approximation of the anticipated delay.
The Company may defer the filing of a particular registration statement pursuant to this
Section 5.01(f) only once in any 360-day period.
SECTION 5.02. Piggyback Registration.
(a) If the Company proposes to register any Common Stock under the Securities Act (other than
pursuant to a Demand Registration and other than a registration on Form S-4 in connection with a
direct or indirect acquisition by the Company of another Person or a registration on a Form S-8),
the Company shall at each such time give prompt written notice at least twenty (20) Business Days
prior to the anticipated filing date of the registration statement relating to such registration to
the Stockholder, which notice shall offer the Stockholder the opportunity to include in such
registration statement all or any portion of the Registrable Securities held by the Stockholder (a
“Piggyback Registration”), subject to the limitations set forth herein. Upon the request of the
Stockholder made within fifteen (15) days after the receipt of notice from the Company (which
request shall specify the number of Registrable Securities intended to be registered by the
Stockholder), the Company shall use its commercially reasonable efforts to effect the registration
under the Securities Act of all Registrable Securities that the Company has been so requested to
register by the Stockholder, to the extent required to permit the disposition of the Registrable
Securities so to be registered, provided that if such registration involves an underwritten
public offering, the Stockholder must sell its Registrable Securities to the underwriters selected
as provided in Section 5.05(f) on the same terms and conditions as apply to the Company or
any other selling stockholders; provided, however, that the Stockholder shall not
be required to make any representations or warranties in connection with any such registration
other than representations and warranties as to (i) the Stockholder’s ownership of its Registrable
Securities to be transferred free and clear of all liens, claims and encumbrances, (ii) the
Stockholder’s
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power and authority to effect such transfer, and (iii) such matters pertaining to compliance
with securities laws as may be reasonably requested; and provided further, that the
liability of the Stockholder to indemnify pursuant to any underwriting arrangements shall be
limited to the net amount received by the Stockholder from the sale of its Registrable Securities
pursuant to such registration. If, at any time after giving notice pursuant to this Section
5.02(a) of its intention to register any shares 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 shares, the Company shall give notice to the Stockholder and,
thereupon, shall be relieved of its obligation to register any Registrable Securities in connection
with such registration. No registration effected under this Section 5.02 shall relieve the
Company of its obligations to effect a Demand Registration to the extent required by Section
5.01. The Company shall be liable for and pay all Registration Expenses in connection with
each Piggyback Registration, regardless of whether such registration is effected.
(b) If a Piggyback Registration involves an underwritten public offering (other than any
Demand Registration, in which case the provisions with respect to priority of inclusion in such
offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the
Company that, in its view, the number of shares that the Company and selling stockholders propose
to include in such registration exceeds the largest number of shares that can be sold without
having an adverse effect on such offering, including the price at which such shares can be sold
(the “Piggyback Maximum Offering Size”), the Company shall include in such registration, in the
following priority, up to the Piggyback Maximum Offering Size:
(i) first, such number of shares proposed to be registered for the account of
the Company, if any, as would not cause the offering to exceed the Piggyback
Maximum Offering Size, and
(ii) second, all Registrable Securities requested to be included in such
registration by the Stockholder pursuant to Section 5.02.
SECTION 5.03. Registrations on Form S-3. If the Stockholder requests that the Company
file a registration statement on Form S-3 (or any successor form to Form S-3), or any similar
short-form registration statement, for a public offering of Registrable Securities, and the Company
is a registrant entitled to use Form S-3 to register the Registrable Securities for such an
offering, then the Company, in each such case, shall, as soon as practicable, use its commercially
reasonable efforts, consistent with the terms of this Stockholder Agreement, to cause such
Registrable Securities held by the Stockholder to be registered on such form for the offering;
provided, that the Company shall not be obligated to effect more than two such
registrations in a calendar year. The Company will use its commercially reasonable efforts,
consistent with the terms of this Stockholder Agreement, to qualify for and remain eligible to use
Form S-3 registration or a similar short-form registration.
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SECTION 5.04. Lock-Up Agreements. Unless the lead managing underwriters otherwise
agree, the Company and the Stockholder agree (and the Company agrees, in connection with any
underwritten registration, to use its commercially reasonable efforts to cause its Affiliates to
agree) not to effect any public sale or private offer or distribution of any Common Stock or Common
Stock Equivalents during the ten (10) Business Days prior to the effectiveness under the Securities
Act of any underwritten registration and during such time period after the effectiveness under the
Securities Act of any underwritten registration (not to exceed one hundred eighty (180) days)
(except, if applicable, as part of such underwritten registration) as the Company and the managing
underwriters may agree. Notwithstanding the foregoing, this Section 5.04 shall not apply
unless all then officers and directors of the Company, and all stockholders of the Company who own
Common Stock representing 10% or more of the then outstanding Common Stock of the Company, enter
into similar agreements.
SECTION 5.05. Registration Procedures. Whenever the Stockholder requests that any
Registrable Securities be registered pursuant to Section 5.01, 5.02, or
5.03 hereof, subject to the provisions of such Sections, the Company shall use its
commercially reasonable efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof as quickly as practicable,
and, in connection with any such request:
(a) The Company shall as expeditiously as possible prepare and file with the SEC a
registration statement on any form for which the Company then qualifies or that counsel for the
Company shall deem appropriate and which form shall be available for the sale of the Registrable
Securities to be registered thereunder in accordance with the intended method of distribution
thereof, and use its commercially reasonable efforts to cause such filed registration statement to
become and remain effective for a period of not less than one hundred eighty (180) days (or such
shorter period in which all of the Registrable Securities of the Stockholder included in such
registration statement shall have actually been sold thereunder); provided,
however, that (i) such 180-day period shall be extended for a period of time equal to the
period the Stockholder refrains from selling any securities included in such registration at the
request of an underwriter and (ii) in the case of any registration of Registrable Securities
pursuant to Section 5.03 that are intended to be offered on a continuous or delayed basis,
subject to compliance with applicable SEC rules, such 180-day period shall be extended, if
necessary, to keep the registration statement effective until all such Registrable Securities are
sold.
(b) Prior to filing a registration statement or prospectus or any amendment or supplement
thereto, the Company shall, if requested, furnish to the Stockholder and each underwriter, if any,
of the Registrable Securities covered by such registration statement copies of such registration
statement as proposed to be filed, and thereafter the Company shall furnish to the Stockholder and
underwriter, if any, such number of copies of such registration statement, each amendment and
supplement thereto (in each case including all exhibits thereto and documents incorporated by
reference therein), the prospectus included in such registration statement (including each
preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or
Rule 430A under
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the Securities Act and such other documents as the Stockholder or underwriter may reasonably
request in order to facilitate the disposition of the Registrable Securities owned by the
Stockholder.
(c) After the filing of the registration statement, the Company shall (i) cause the related
prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be
filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Securities covered by such
registration statement during the applicable period in accordance with the intended methods of
disposition by the Stockholder set forth in such registration statement or supplement to such
prospectus and (iii) promptly notify the Stockholder of any stop order issued or threatened by the
SEC or any state securities commission and take all reasonable actions required to prevent the
entry of such stop order or to remove it if entered.
(d) The Company shall use its commercially reasonable efforts to (i) register or qualify the
Registrable Securities covered by such registration statement under such other securities or “blue
sky” laws of such jurisdictions in the United States as the Stockholder reasonably (in light of the
Stockholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to
be registered with or approved by such other governmental agencies or authorities as may be
necessary by virtue of the business and operations of the Company and do any and all other acts and
things that may be reasonably necessary or advisable to enable the Stockholder to consummate the
disposition of the Registrable Securities in accordance with the intended methods of disposition;
provided that the Company shall not be required to (A) qualify generally to do business in
any jurisdiction where it would not otherwise be required to qualify but for this Section
5.05(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general
service of process in any such jurisdiction.
(e) The Company shall immediately notify the Stockholder at any time when a prospectus
relating to the Registrable Securities is required to be delivered under the Securities Act, of the
occurrence of an event or other circumstance requiring the preparation of a 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 material fact required to be stated therein or necessary to make the statements therein
not misleading, and promptly prepare and make available to the Stockholder and file with the SEC
any such supplement or amendment.
(f) Except for a Demand Registration, the Board shall have the right to select the underwriter
or underwriters in connection with any public offering. In connection with the offering of
Registrable Securities pursuant to a Demand Registration, the Stockholder shall select the
underwriter or underwriters, provided that such selection shall be subject to the consent
of the Board, which consent shall not be unreasonably withheld. In connection with any
underwritten public offering, the Company shall enter into customary agreements (including an
underwriting agreement in customary form),
12
provided that such agreements are consistent with this Stockholder Agreement, and take
all such other actions as are reasonably required in order to expedite or facilitate the
disposition of such Registrable Securities in any such public offering, including (if necessary)
the engagement of a “qualified independent underwriter” in connection with the qualification of the
underwriting arrangements with the NASD. The Stockholder shall also enter into such agreement,
provided that the terms of any such agreement are consistent with this Stockholder
Agreement and provided that the scope of the indemnity contained in such underwriting
agreement is not more extensive in any material respect than the indemnity described in Section
5.07 hereof.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory
to the Company, the Company shall make available for inspection by the Stockholder and any
underwriter participating in any disposition pursuant to a registration statement being filed by
the Company pursuant to this Section 5.05 and any attorney, accountant or other
professional retained by the Stockholder or underwriter (collectively, the “Inspectors”), all
financial and other records, pertinent corporate documents and properties of the Company
(collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to
exercise their due diligence responsibility, and cause the Company’s officers, directors and
employees to supply all information reasonably requested by any Inspectors in connection with such
registration statement; provided that the Company shall not be required to provide any
information under this subparagraph if the Company determines in good faith, after consultation
with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client
privilege that was applicable to such information. Records that the Company determines, in good
faith, to be confidential and that it notifies the Inspectors are confidential shall not be
disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in such registration statement or (ii) the release of such
Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or
is otherwise required by law. The Stockholder agrees that information obtained by it as a result of
such inspections shall not be used by it or its Affiliates as the basis for any market transactions
in Common Stock unless and until such information is made generally available to the public (not in
violation of any confidentiality agreement by which they are bound), and further agrees that, upon
learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall
give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate
action to prevent disclosure of the Records deemed confidential.
(h) The Company shall cause to be furnished to the Stockholder and to each underwriter, if
any, a signed counterpart, addressed to the Stockholder or underwriter, of (i) an opinion or
opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s
independent public accountants, each in customary form and covering such matters of the kind
customarily covered by opinions of counsel or comfort letters, as the case may be, as the
Stockholder or the managing underwriter therefor reasonably requests.
13
(i) The Company shall otherwise use its commercially reasonable efforts to comply with all
applicable rules and regulations of the SEC, and make available to its stockholders, as soon as
reasonably practicable, an earnings statement or such other document that shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
(j) The Company may require the Stockholder, by written notice given to the Stockholder not
less than ten (10) days prior to the filing date of such registration statement, to promptly, and
in any event within ten (10) days after receipt of such notice, furnish in writing to the Company
such information regarding the distribution of the Registrable Securities as the Company may from
time to time request and such other information as may be legally required in connection with such
registration.
(k) The Stockholder agrees, upon receipt of any written notice from the Company of the
occurrence of any event or other circumstance requiring the preparation of a supplement or
amendment of a prospectus relating to the Registrable Securities covered by a registration
statement that is required to be delivered under the Securities Act 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 material fact required to be stated
therein or to make the statements therein not misleading, the Stockholder shall (i) forthwith
discontinue disposition of Registrable Securities pursuant to the registration statement covering
such Registrable Securities until the Stockholder’s receipt of the copies of a supplemented or
amended prospectus, and (ii) if so directed by the Company, the Stockholder shall deliver to the
Company all copies, other than any permanent file copies then in the Stockholder’s possession, of
the most recent prospectus covering such Registrable Securities at the time of receipt of such
notice. If the Company shall give such notice, the Company shall extend the period during which
such registration statement shall be maintained effective (including the period referred to in
Section 5.05(a) hereof) by the number of days during the period from and including the date
of the giving of notice pursuant to Section 5.05(e) hereof to the date when the Company
shall make available to the Stockholder a prospectus supplemented or amended to conform with the
requirements of Section 5.05(e) hereof.
(l) The Company shall use its commercially reasonable efforts to list all Registrable
Securities covered by such registration statement on any securities exchange or quotation system on
which any of the Registrable Securities are then listed or traded, and if none of the Registrable
Securities are so listed, on any securities exchange or quotations system on which similar
securities issued by the Company are then listed, and if no Common Stock are listed, on any
national securities exchange or on NASDAQ.
(m) The Company shall have appropriate officers of the Company (i) prepare and make
presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii)
take other reasonable actions to obtain ratings for any Registrable Securities and (iii) otherwise
use their commercially reasonable efforts to cooperate as requested by the underwriters in the
offering, marketing or selling of the Registrable Securities.
14
SECTION 5.06. Indemnification by the Company. The Company agrees to indemnify and
hold harmless the Stockholder, the Stockholder’s officers, directors, employees, managers, members,
partners and agents, and each Person, if any, who controls any such Persons within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation
and reasonable attorneys’ fees and expenses) (“Damages”) caused by, based upon, arising out of,
resulting from or relating to any untrue statement or alleged untrue statement of a material fact
contained in any registration statement or prospectus relating to the Registrable Securities (as
amended or supplemented if the Company shall have furnished any amendments or supplements thereto)
or any preliminary prospectus, or 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, except
insofar as such Damages are caused by or related to any such untrue statement or omission or
alleged untrue statement or omission so made based upon information furnished in writing to the
Company by the Stockholder or on the Stockholder’s behalf expressly for use therein,
provided that, with respect to any untrue statement or omission or alleged untrue statement
or omission made in any preliminary prospectus, or in any prospectus, as the case may be, the
indemnity agreement contained in this paragraph shall not apply to the extent that any Damages
result from (a) the fact that a current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) was not sent or given to the Person asserting such Damages at or
prior to the written confirmation of the sale of the Registrable Securities concerned to such
Person if it is determined that the Company has provided such current prospectus (or such amended
or supplemented prospectus, as the case may be) to the Stockholder prior to such confirmation and
it was the responsibility of the Stockholder to provide such Person with a current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy
of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured
the defect giving rise to such Damages, or (b) transactions by the Stockholder in violation of
Section 5.05(k)(i) hereof.
SECTION 5.07. Indemnification by the Stockholder. The Stockholder agrees to indemnify
and hold harmless from and against all Damages the Company, its officers, directors and agents and
each Person, if any, who controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act (i) with respect to information furnished in writing to the
Company by the Stockholder or on the Stockholder’s behalf expressly for use in such registration
statement or prospectus relating to such Registrable Securities, or any amendment or supplement
thereto, or any related preliminary prospectus or (ii) to the extent that any Damages result from
the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the
case may be) was not sent or given to the Person asserting any such Damages at or prior to the
written confirmation of the sale of the Registrable Securities concerned to such Person if it is
determined that it was the responsibility of the Stockholder to provide such Person with a current
copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such
current copy of the prospectus (or such
15
amended or supplemented prospectus, as the case may be) was provided by the Company to the
Stockholder prior to such confirmation and would have cured the defect giving rise to such Damages.
As a condition to including Registrable Securities in any registration statement filed in
accordance with Article 5 hereof, the Company may require that it shall have received an
undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to
the extent customarily provided by underwriters with respect to similar securities. The
Stockholder shall not be liable under this Section 5.07 for any Damages in excess of the
net proceeds realized by the Stockholder in the sale of the Registrable Securities to which such
Damages relate.
SECTION 5.08. Conduct of Indemnification Proceedings. If any proceeding (including
any governmental investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to this Article 5, such Person (an “Indemnified Party”)
shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying
Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the
payment of all fees and expenses, provided that the failure of any Indemnified Party so to
notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder
except to the extent that the Indemnifying Party is materially prejudiced by such failure to
notify. In any such proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified
Party unless (i) the Indemnifying Party shall have agreed to the retention of such counsel at its
expense or (ii) in the reasonable judgment of outside counsel to such Indemnified Party,
representation of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that, in connection with any
proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be
liable for the reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for the Indemnified Party, and that all such fees and
expenses shall be reimbursed as they are incurred. The Indemnifying Party shall not be liable for
any settlement of any proceeding effected without its written consent, which consent shall not be
unreasonably withheld or delayed, but if settled with such consent, or if there be a final judgment
for the plaintiff, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party
from and against all indemnified Damages (to the extent stated above) by reason of such settlement
or judgment. Without the prior written consent of the Indemnified Party, no Indemnifying Party
shall effect any settlement of any pending or threatened proceeding in respect of which the
Indemnified Party is or could have been a party and indemnity could have been sought hereunder by
such Indemnified Party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such proceeding.
SECTION 5.09. Contribution. If the indemnification provided for in this Article
5 is unavailable to the Indemnified Parties or insufficient in respect of any Damages (other
than by reason of the exceptions provided herein), then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid
16
or
payable by such Indemnified Party as a result of such Damages, as between the Company on the one
hand and the Stockholder on the other, in such proportion as is appropriate to reflect the relative
fault of the Company and of the Stockholder in connection with such statements or omissions, as
well as any other relevant equitable considerations. The relative fault of the Company on the one
hand and of the Stockholder on the other 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 parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.
The Company and the Stockholder agree that it would not be just and equitable if contribution
pursuant to this Section 5.09 were determined by pro rata allocation or by any other method
of allocation that 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 Damages 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 Section 5.09, the Stockholder shall not be required
to contribute any amount in excess of the amount by which the net proceeds realized by the
Stockholder in the sale of Registrable Securities of the Stockholder to which such Damages relate
exceeds the amount of any Damages that the Stockholder 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 Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
SECTION 5.10. Subsequent Registration Rights. The Company shall not enter into any
agreement with respect to any Common Stock that grants or provides holders of such Common Stock
with registration rights that have terms more favorable than the registration rights granted to the
Stockholder in this Stockholder Agreement unless similar rights are granted to the Stockholder in
this Stockholder Agreement.
SECTION 5.11. Rule 144; Etc. The Company agrees to use its commercially reasonable
efforts, consistent with the terms of this Stockholder Agreement, to (a) make and keep public
information available, as those terms are defined in Rule 144, at all times after the date (if any)
that the Company becomes subject to the periodic reporting requirements of Section 13 or 15 under
the Exchange Act, and (b) file with the SEC in a timely manner all reports and other documents
required of the Company under the Exchange Act at any time after it has become subject to such
reporting requirements.
17
ARTICLE 6
CONCURRENT INDEMNIFICATION
CONCURRENT INDEMNIFICATION
The Company agrees that in the event that any member, manager, officer or employee of the
Stockholder (each, a “Concurrently Indemnified Party”) is employed, retained or otherwise
associated with, or appointed or nominated by, the Company or any of its Subsidiaries and acts or
serves as an officer, director, employee, consultant, fiduciary, advisor or agent of, for or to the
Company or any of its Subsidiaries, as applicable, the Company shall be primarily liable for all
indemnification obligations or advancement of expenses in connection with such indemnification
afforded to such Concurrently Indemnified Party acting in such capacity or capacities on behalf or
at the request of the Company or any of its Subsidiaries, as applicable. Notwithstanding the fact
that the Stockholder may have concurrent liability to a Concurrently Indemnified Party with respect
to indemnification or advancements, the Company hereby agrees that in no event shall the Company
have any right or claim against the Stockholder or any of its Affiliates for contribution or have
rights of subrogation against the Stockholder or any of its Affiliates through a Concurrently
Indemnified Party for any payment made by the Company with respect to indemnification or
advancements. In addition, the Company hereby agrees that in the event that the Stockholder or any
of its Affiliates pays or advances a Concurrently Indemnified Party any amount with respect to
indemnification or advancements, the Company shall promptly reimburse the Stockholder or its
Affiliates, as applicable, for such payment or advance upon request.
ARTICLE 7
MISCELLANEOUS
MISCELLANEOUS
SECTION 7.01. Binding Effect; Assignability; Benefit.
(a) This Stockholder Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, successors, legal representatives and permitted assigns;
provided that rights granted to the Stockholder hereunder may only be assigned in
connection with a Transfer of Common Stock in accordance with the terms of this Stockholder
Agreement that is specifically approved in advance in writing by the Company and provided
further that rights granted pursuant to Article 2 hereof are only assignable with
the prior specific written consent of the Company in connection with a Transfer of Common Stock by
such assignor to the purported assignee. Any purported assignment not in accordance with this
Stockholder Agreement shall be null and void. If the Stockholder ceases to beneficially own any
Common Stock, the Stockholder shall cease to be bound by, and no longer entitled to the benefits
of, the terms hereof (other than (i) the provisions of Sections 5.06, 5.07,
5.08, 5.09 and Article 6 applicable to the Stockholder with respect to any
offering of Registrable Securities completed before the date the Stockholder ceased to own any
Common Stock and (ii) Article 7).
(b) Nothing in this Stockholder Agreement, expressed or implied, is intended to confer on any
Person other than the parties hereto, and their respective heirs, successors, legal representatives
and permitted assigns, Indemnified Parties under
18
Sections 5.06, 5.07, 5.08 and 5.09, and Concurrently
Indemnified Parties under Article 6, any rights, remedies, obligations or liabilities under
or by reason of this Stockholder Agreement.
SECTION 7.02. Notices. All notices, requests and other communications to any party
shall be in writing and shall be delivered in person, sent by reputable overnight courier service,
or sent by facsimile transmission,
if to the Company, to:
Viasystems Group, Inc.
000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
Attention: General Counsel
Facsimile: 314-746-2251
000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
Attention: General Counsel
Facsimile: 314-746-2251
with a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: R. Xxxxx Xxxxx
Facsimile: 000-000-0000
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: R. Xxxxx Xxxxx
Facsimile: 000-000-0000
if to the Stockholder, to:
Hicks, Muse, Xxxx & Xxxxx Equity Fund III, LP
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: 000-000-0000
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: 000-000-0000
with a copy to:
Hicks, Muse, Xxxx & Xxxxx Equity Fund III, LP
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Facsimile: 000-000-0000
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Facsimile: 000-000-0000
or, in each case, at such other address or fax number as such party may hereafter specify for the
purpose of notices hereunder by written notice to the other parties hereto. All notices, requests
and other communications shall be deemed received on the date of receipt by the recipient thereof
if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place
of receipt. Otherwise, any such notice, request or
19
communication shall be deemed not to have been received until the next succeeding Business Day in
the place of receipt. Any notice, request or other written communication sent by facsimile
transmission shall be confirmed by personal delivery or by reputable overnight courier, made within
two (2) Business Days after the date of such facsimile transmissions.
SECTION 7.03. Waiver; Amendment; Termination.
(a) Except as otherwise provided herein, no failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof or the exercise of any other right, power or privilege. No provision of
this Stockholder Agreement may be waived except by an instrument in writing executed by the party
against whom the waiver is to be effective. Except as otherwise provided herein, no provision of
this Stockholder Agreement may be amended or otherwise modified except by an instrument in writing
executed by the Company and the Stockholder.
(b) This Stockholder Agreement shall terminate on the tenth (10th) anniversary of the date of
this Stockholder Agreement; provided that, in any such case, the provisions of Sections
5.06, 5.07, 5.08, 5.09 and Article 6 applicable to the
Stockholder with respect to any offering of Registrable Securities completed before such
termination and this Article 7 shall survive such termination.
SECTION 7.04. Fees and Expenses. Each party shall pay its own costs and expenses
incurred in connection with the preparation and execution of this Stockholder Agreement, or any
amendment or waiver hereof, and (except as otherwise provided herein) the transactions contemplated
hereby and all matters related hereto. In any action or proceeding brought to enforce any
provision of this Stockholder Agreement, or where any provision hereof or thereof is validly
asserted as a defense, the successful party shall be entitled to recover reasonable attorneys’ fees
in addition to any other available remedy.
SECTION 7.05. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial; Etc. This
Agreement shall be governed by, and construed in accordance with, the laws of the State of
Delaware, applicable to contracts executed in and to be performed entirely within that state. All
actions and proceedings arising out of or relating to this Stockholder Agreement shall be heard and
determined in the Chancery Court of the State of Delaware or any federal court sitting in the City
of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such
courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum
to the maintenance of any such action or proceeding. Each party hereto irrevocably consents to the
service of any and all process in any such action or proceeding by the mailing of copies of such
process to such party at its address specified pursuant to Section 7.02 hereof. The
parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
applicable law. Nothing in this paragraph shall affect
20
the right of any party hereto to serve legal process in any other manner permitted by
applicable law. The consents to jurisdiction set forth in this paragraph shall not constitute
general consents to service of process in the State of New York or Delaware and shall have no
effect for any purpose except as provided in this paragraph and shall not be deemed to confer
rights on any person or entity other than the parties hereto. Each of the parties hereto hereby
irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or
related to this Stockholder Agreement.
SECTION 7.06. Specific Enforcement; Cumulative Remedies. The parties hereto
acknowledge that money damages may not be an adequate remedy for violations of this Stockholder
Agreement and that any party, in addition to any other rights and remedies which the parties may
have hereunder or at law or in equity, may, in his, her or its sole discretion, apply to a court of
competent jurisdiction for specific performance or injunction or such other relief as such court
may deem just and proper in order to enforce this Stockholder Agreement or prevent any violation
hereof and, to the extent permitted by applicable law, each party waives any objection to the
imposition of such relief. All rights, powers and remedies provided under this Stockholder
Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not
alternative, and the exercise or beginning of the exercise of any thereof by any party shall not
preclude the simultaneous or later exercise of any other such rights, powers or remedies by such
party.
SECTION 7.07. Entire Agreement. This Stockholder Agreement and any documents referred
to herein constitute the entire agreement and understanding among the parties hereto in respect of
the subject matter hereof and thereof and supersede all prior and contemporaneous agreements and
understandings, both oral and written, among the parties hereto, or between any of them, with
respect to the subject matter hereof and thereof.
SECTION 7.08. Severability. If any term, provision, covenant or restriction of this
Stockholder Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions
of this Stockholder Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. Upon such a determination, the parties shall negotiate in good
faith to modify this Stockholder Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner so that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.
SECTION 7.09. Counterparts; Effectiveness. This Stockholder Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Stockholder Agreement to be duly
executed by their respective authorized officers as of the day and year first above written.
| VIASYSTEMS GROUP, INC. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| VG HOLDINGS, LLC |
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| By: | ||||
| Name: | ||||
| Title: | ||||
Signature Page to
Stockholder Agreement
Stockholder Agreement
