EXHIBIT 10.20
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of July
30, 1997 by and between True North Communications, Inc., a Delaware
corporation (the "Company"), and The Northwestern Mutual Life Insurance
Company, a Wisconsin corporation (the "Stockholder").
WITNESSETH:
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WHEREAS, this Agreement is made in connection with the merger of
Cherokee Acquisition Corporation, a wholly- owned Delaware subsidiary of the
Company, with and into Bozell, Jacobs, Xxxxxx & Xxxxxxxx, Inc., ("Bozell"), a
Delaware corporation (the "Merger") pursuant to the Agreement and Plan of
Merger of even date herewith;
WHEREAS, prior to the Merger, the Stockholder owns 5,533,724 shares of
the issued and outstanding common stock of Bozell and upon consummation of the
Merger the Stockholder will own shares received in connection with the Merger
of the outstanding Common Stock of the Company;
WHEREAS, the Company and the Stockholder desire to enter into this
Agreement pursuant to which the Stockholder or any Affiliate (as hereinafter
defined) that may acquire Common Stock from the Stockholder will have the
right to cause the Company, upon request, to register with the Securities and
Exchange Commission (the "Commission") an offering and sale of Common Stock of
the Company owned by the Stockholder or any such Affiliate, subject to the
terms of this Agreement;
NOW, THEREFORE, in consideration of the premises and the agreements
herein contained, the parties to this Agreement agree as follows:
1. Definitions. As used in this Agreement, the following
capitalized terms shall have the following respective meanings:
(a) Affiliate - Any Person that, directly or indirectly, through
one or more intermediaries, controls, or is
controlled by, or is under common control with, the Stockholder.
(b) Common Stock - The Common Stock, $0.33 1/3 par value per
share, of the Company.
(c) Exchange Act - The Securities Exchange Act of 1934, as
amended, or any successor Federal statute, and the rules and regulations of
the Commission thereunder.
(d) NASD - The National Association of Securities Dealers, Inc.
(e) Effective Date - The date the Merger becomes effective.
(f) Officers' Certificate - A certificate signed by any two
officers of the Company.
(g) Person - Any individual, corporation, partnership, trust,
organization, association, governmental body or agency.
(h) Registrable Securities - Common Stock (and any securities that
may be issued or distributed in respect thereof by way of stock dividend or
stock split or other distribution, recapitalization or reclassification) owned
by the Stockholder as of the Effective Date, and subsequently owned by the
Stockholder or any Affiliate of the Stockholder.
(i) Securities Act - The Securities Act of 1933, as amended, or
any successor Federal statute, and the rules and regulations of the Commission
thereunder.
(j) Selling Expenses - Underwriting discounts and commissions and
transfer taxes, if any, incurred by the Stockholder or any Affiliate in
connection with a disposition of Registrable Securities.
2. Demand Registration. (a) In the event that at any time
after the Effective Date, the Stockholder or an Affiliate desires to sell
Registrable Securities owned by the Stockholder or such Affiliate, then upon
the written request of the Stockholder or an Affiliate requesting that the
Company effect the registration under the Securities Act of all or part of the
Registrable Securities owned by the Stockholder or such Affiliate and
specifying the intended method of disposition thereof, but subject to the
limitations set forth herein, the Company will file with the Commission
as promptly as practicable, and use its reasonable best efforts to cause to
become effective, a registration statement on Form S-3 under the Securities
Act registering the offering and sale of the Registrable Securities which the
Company has been so requested to register, all to the extent necessary to
permit the disposition (in accordance with the intended method thereof as
aforesaid) of the Registrable Securities so to be registered; provided, that
the Company shall not be obligated to file a registration statement relating
to any registration request under this Section 2(a), (A) with respect to more
than one registration under this Section 2(a), or (B) unless the request for
such registration covers an aggregate number of shares of Registrable
Securities which would result in anticipated gross offering proceeds to the
holders of such Registrable Securities, before deducting Selling Expenses, of
at least $5,000,000 provided further that the Stockholder's rights under this
Section 2(a) shall be subject to the rights of other holders of the Company's
securities with respect to offering their securities existing as of the date
hereof.
(b) Priority in Requested Registrations. A requested registration
pursuant to this Section 2 shall be in the form of a firmly underwritten
offering through the underwriters of recognized national standing the
Stockholder designates. In the event that the number of Registrable
Securities requested to be included in such registration is less than the
number which, in the opinion of the managing underwriter, can be sold, the
Company may include in such registration securities the Company proposes to
sell up to the number of securities that, in the opinion of the managing
underwriter, can be sold; provided, however, that neither the Company nor any
other Person may include any securities in any registration pursuant to this
Section 2 without the prior written consent of the Stockholder or Affiliate
requesting such registration which approval will not be unreasonably withheld
or delayed.
(c) Limitation on Registration Rights. (i) The Company shall be
entitled to postpone for a reasonable period of time (not to exceed 60 days
(or, in the case of clause (A) below, 60 days after effectiveness of the
proposed registration statement), which may not thereafter be extended) the
filing of any registration statement otherwise required to be prepared and
filed by it pursuant to Section 2(a) hereof if, at the time it receives a
request for such registration, (A) the Company is conducting or has taken
definitive steps to conduct an offering of any class of its securities and the
Company is advised in writing by the
investment banker, managing underwriter or financial advisor engaged by the
Company to advise the Company thereon that such offering would be affected
materially and adversely by the registration so demanded, (B) the Company is
in possession of material information that has not been disclosed to the
public and the Board of Directors of the Company, in the reasonable exercise
of its discretion, has determined that it is advisable not to disclose such
information in the registration statement, (C) the Company is engaged in an
active program for repurchase of its Common Stock or (D) the Board of
Directors of the Company shall determine in good faith that such offering will
materially interfere with a pending or contemplated merger, sale of assets,
recapitalization or other similar corporate action of the Company, and in each
such case the Company shall have furnished to holders of Registrable
Securities requesting such registration an Officers' Certificate confirming
the applicability of clause (A), (B), (C) or (D), as the case may be. After
such period of postponement the Company shall effect such registration as
promptly as practicable without further request from the holders of
Registrable Securities, unless such request has been withdrawn by the
Stockholder or such Affiliate.
(ii) Any request by the Stockholder or any Affiliate for registration
of Registrable Securities pursuant to Section 2(a) hereof (x) which is
subsequently withdrawn prior to the registration statement becoming effective
or, pursuant to Section 5(c), remaining effective for 135 days or such shorter
period as provided therein shall not constitute a registration for purposes of
the limitation contained in clause (A) of the proviso in Section 2(a),
provided that a registration which does not become effective after the Company
has filed a registration statement with respect thereto solely by reason of
the refusal to proceed of the requesting Stockholder or Affiliate (other than
a refusal to proceed based upon the advice of counsel relating to a matter
with respect to the Company) shall be deemed to have been effected by the
Company unless the requesting Stockholder or Affiliate shall have elected to
pay all expenses of the Company in connection with such registration, and (y)
shall not constitute a registration for purposes of the limitation contained
in clause (A) of the proviso in Section 2(a) if after it has become effective,
such registration is interfered with by any stop order, injunction or other
order or requirement of the Commission or other governmental agency or court
for any reason or withdrawn by the Company for any reason.
3. Piggy-Back Registration. (a) If the Company shall at any time
after the Effective Date propose to file a registration statement under the
Securities Act for an offering of securities of the Company (whether for its
own account or the account of any holder of its securities) for cash (other
than an offering relating to an employee benefit plan or a registration on
Form S-4 or similar form), the Company shall provide prompt written notice of
such proposal, in any event, not less than 30 days before the anticipated
filing date, to the Stockholder of its intention to do so and of the rights of
the Stockholder and its Affiliates under this Section 3 and, subject to the
rights of other holders of the Company's securities with respect to such
offering existing as of the date hereof, shall use its reasonable best efforts
to include such number of Registrable Securities in such registration
statement which the Company has been so requested to register by the
Stockholder or its Affiliates, which request shall be made to the Company
within 30 days after the Stockholder receives notice from the Company of such
proposed registration; provided, that (i) if, at any time after giving written
notice of its intention to register any 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 Stockholder or its Affiliate and, thereupon, the Company 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 referred to in Section 6 incurred in connection therewith), and (ii)
if such registration involves an underwritten offering, all holders of
Registrable Securities that are included in the Company's registration shall
sell their Registrable Securities to the underwriters selected by the Company
or other holders of the Company's securities having an existing right as of
the date hereof to participate in such offering on the same terms and
conditions that apply to the Company and/or such other holders, with such
differences, including with respect to indemnification, as may be customary or
appropriate in combined primary and secondary offerings. If a registration
proposed pursuant to this Section 3(a) involves an underwritten public
offering, any holder of Registrable Securities requesting to be included in
such registration may elect, in writing prior to the effective date of the
registration statement filed in connection with such registration, not to
register such securities in connection with such registration.
(b) If a registration pursuant to this Section 3 involves an
underwritten offering and the managing underwriter advises the Company in
writing (with a copy to the Stockholder) that, in its opinion, the number of
securities to be included in such registration exceeds the number which can be
sold in such offering, so as to be likely to have a material adverse effect on
such offering as contemplated by the Company or other holders of the Company's
securities having an existing right as of the date hereof to participate in
such offering (including the price at which the Company and/or such other
holders propose to sell such securities), then the number of Registrable
Securities included in such registration shall be reduced to an amount that in
the opinion of such managing underwriter when added to the shares that the
Company and/or such other holders propose to include in such registration
would not have such a material adverse effect provided that any such reduction
in the case of a third party registration shall be first applied to any
securities proposed to be registered by the Company prior to a reduction of
the Stockholder's Registrable Securities. Except as provided in the previous
sentence, the amount so determined will be allocated among the requesting
holders of Registrable Securities pro rata on the basis of Registrable
Securities then held by each such holder.
4. Restrictions on Public Sale. The Company agrees not to effect
any public sale or distribution of Common Stock during the fourteen (14) days
prior to, and during the 135- day period beginning on, the effective date of
any registration statement which includes Registrable Securities, except as
part of such registration, and except pursuant to registrations on Form S-4 or
S-8 or any successor or similar forms thereto or a registration of securities
proposed to be offered to all members of any class or series of the Company's
then existing security holders or solely to its employees and except pursuant
to a demand for registration made pursuant to that certain Registration Rights
Agreement dated as of January 1, 1989 between the Company and Publicis
Communication.
5. Registration Procedures. Whenever any Registrable Securities
are to be registered pursuant to Sections 2 or 3 of this Agreement, the
Company will use its reasonable best efforts to effect the registration and
the sale of such Registrable Securities in accordance with the intended method
of disposition thereof, and the Company will as expeditiously as possible:
(a) and in any event within forty-five (45) days after receipt of a
request (subject Section 2(c)) prepare and file with the Commission a
registration statement with respect to or including such Registrable
Securities and use its reasonable best efforts to cause such registration
statement to become effective within ninety (90) days after such receipt;
provided, however, that before filing a registration statement or prospectus
or any amendments or supplements thereto, the Company will furnish to the
Stockholder, any Affiliates requesting such registration pursuant to Sections
2 or 3 of this Agreement and the underwriters, if any, draft copies of all
such documents proposed to be filed at least five (5) business days prior
thereto, which documents will be subject to the reasonable review of the
Stockholder, any such Affiliates and the underwriters, if any, and the Company
will not, unless required by law, file any registration statement or amendment
thereto or any prospectus or any supplement thereto (including such documents
incorporated by reference) to which the Stockholder or any such Affiliate
shall reasonably object;
(b) notify the Stockholder of any stop order issued or threatened by
the Commission or any other governmental authority in connection therewith and
take all reasonable actions to prevent the entry of such stop order or to
remove it if entered;
(c) prepare and file with the Commission such amendments,
post-effective amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than 135 days (or
such shorter period which will terminate when all Registrable Securities
covered by such registration statement have been sold or withdrawn, but not
prior to the expiration of the applicable period referred to in Section 4(3)
of the Securities Act and Rule 174 thereunder, if applicable), cause the
prospectus to be supplemented by any required prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Securities Act, and
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the
seller or sellers thereof set forth in such registration statement;
(d) furnish to the Stockholder, each Affiliate who is selling
Registrable Securities and the underwriter or underwriters, if any, without
charge, such number of conformed copies of such registration statement, each
amendment and supplement thereto, the prospectus included in such registration
statement (including each preliminary prospectus) and any amendments or
supplements thereto, any documents incorporated by reference therein and such
other documents as the Stockholder, any such Affiliate or such underwriter may
reasonably request in order to facilitate the disposition of the Registrable
Securities (it being understood that the Company consents to the use of the
prospectus (including the preliminary prospectus) and any amendment or
supplement thereto by the Stockholder, any such Affiliates and the underwriter
or underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by the prospectus or any amendment or
supplement thereto);
(e) use its reasonable best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as the Stockholder or any Affiliate who is selling such
Registrable Securities reasonably requests and do any and all other acts and
things that may be reasonably necessary or advisable to enable the Stockholder
or such Affiliate to consummate the disposition in such jurisdictions of the
Registrable Securities owned by the Stockholder or such Affiliate (provided
that the Company will not be required to (i) qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify but
for this subparagraph or (ii) subject itself to taxation in any such
jurisdiction);
(f) notify the Stockholder and each Affiliate who is selling such
Registrable Securities, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, when the Company becomes
aware of the occurrence of any event as a result of which the prospectus
included in such registration statement (as then in effect) contains an untrue
statement of a material fact or omits to state a material fact necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading and, as promptly as practicable thereafter, prepare
and file with the Commission 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 a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(g) make generally available to its security holders an earnings
statement satisfying the provisions of Section 11(a) of the Securities Act no
later than 60 days after the end of the 12-month period beginning with the
first day of the Company's first fiscal quarter commencing after the effective
date of the registration statement, which requirement will be deemed to be
satisfied if the Company complies with Rule 158 under the Securities Act as
soon as possible;
(h) cause all such Registrable Securities to be listed or admitted
for trading on each securities exchange or quotation system on which
securities issued by the Company that are of the same class as the Registrable
Securities are then listed or admitted;
(i) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;
(j) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors, employees and independent certified public accountants to
supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration statement;
(k) use its reasonable best efforts to cause such Registrable
Securities covered by such registration statement to be registered with or
approved by such other governmental agencies or authorities as may be
necessary to enable the sellers thereof to consummate the disposition of such
Registrable Securities;
(l) obtain a "comfort" letter from the Company's independent public
accountants in customary form and covering matters of the type customarily
covered by
"comfort" letters as the seller or sellers of a majority of the Registrable
Securities being sold reasonably request and as described in Statement of
Financial Accounting Standards No. 72;
(m) if underwriters are engaged in connection with any registration
referred to in this Agreement, the Company shall enter into underwriting or
other agreements providing indemnification, representations, covenants,
opinions and other assurance to the underwriters in form and substance
reasonably satisfactory to the Company and such underwriters; and
(n) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the holders
of a majority of the Registrable Securities being sold or the underwriters, if
any, reasonably request in order to expedite or facilitate the disposition of
such Registrable Securities.
Upon receipt of any notice from the Company of the happening of any
event of the kind described in subsection (f) of this Section 5, the
Stockholder and any Affiliates selling Registrable Securities will forthwith
discontinue disposition of the Registrable Securities until receipt of copies
of the supplemented or amended prospectus contemplated by subsection (f) of
this Section 5 or until the Stockholder and any such Affiliates are advised in
writing by the Company that the use of the prospectus may be resumed, and have
received copies of any additional or supplemental filings which are
incorporated by reference in the prospectus and, if so directed by the
Company, the Stockholder and any such Affiliates will, or will request the
managing underwriter or underwriters, if any, to, deliver to the Company (at
the Company's expense) all copies, other than permanent file copies then in
such holder's possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice. In the event that
the Company shall give any such notice, the time period mentioned in
subsection (c of this Section 5 shall be extended by the number of days during
the period from and including the date of the giving of such notice to and
including the date when the Stockholder shall have received the copies of the
supplemented or amended prospectus contemplated by subsection (f) of this
Section 5.
6. Registration Expenses. (a) All expenses incident to the
Company's performance of or compliance with a request for registration under
Section 2(a) of this
Agreement excluding Selling Expenses but, including, without limitation, all
Commission and securities exchange or NASD registration and filing fees, fees
and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities), printing expenses, messenger
and delivery expenses, the fees and expenses incurred in connection with the
listing of the securities to be registered, if any, on each securities
exchange or quotation system on which securities of the same class as the
Registrable Securities issued by the Company are then listed and reasonable
fees and disbursements of counsel for the Company and its independent
certified public accountants (including the expenses of any special audit or
"comfort" letters required by or incident to such performance) will be borne
by the Company.
(b) All expenses incident to the Company's performance of or
compliance with a request under Section 3(a) of this Agreement excluding
Selling Expenses but including, without limitation, all Commission and
securities exchange or NASD registration and filing fees, fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel in connection with blue sky qualifications of the
Registrable Securities), printing expenses, messenger and delivery expenses,
the fees and expenses incurred in connection with the listing of the
securities to be registered, if any, on each securities exchange or quotation
system on which securities of the same class as the Registrable Securities
issued by the Company are then listed and reasonable fees and disbursements of
counsel for the Company and its independent certified public accountants
(including the expenses of any special audit or "comfort" letters required by
or incident to such performance) will be borne by the Company.
7. Term. This Agreement shall become effective as of the
Effective Date and shall terminate upon the earlier to occur of (i) the sale
or other disposition pursuant to a registration statement by the Stockholder
and each Affiliate holding Registrable Securities of all of the Registrable
Securities held by the Stockholder or any such Affiliate and (ii) the fifth
anniversary of the date of this Agreement. As of the Effective Date, the
Registration Rights Agreement dated as of February 1, 1988, as amended,
between Bozell, the Stockholder and certain other persons shall be terminated
and of no further force and effect.
8. Indemnification. (a) In connection with any offering of
Registrable Securities pursuant to Section 2(a) or 3(a) hereof, the Company
agrees to indemnify, to the fullest extent permitted by law, the Stockholder
and all Affiliates of the Stockholder who hold Registrable Securities whose
Registrable Securities are sold in such offering, each of their officers and
directors, trustees and employees and each person who controls the Stockholder
or such Affiliates (within the meaning of the Securities Act) against all
losses, claims, damages, liabilities and expenses (including reasonable
attorney's fees) arising out of or based upon any untrue or alleged untrue
statement of material fact contained in any registration statement, prospectus
or preliminary prospectus or any amendment thereof or supplement thereto under
which such Registrable Securities were registered under the Securities Act or
any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such untrue statement or alleged untrue statement or omission or
alleged omission was made in such registration statement, preliminary
prospectus, prospectus, amendment or supplement in reliance upon any
information furnished in writing to the Company describing the Stockholder or
such Affiliate by the Stockholder or an Affiliate who holds Registrable
Securities expressly for use therein.
(b) The Stockholder and each Affiliate who holds Registrable
Securities whose Registrable Securities are sold in an offering pursuant to
Section 2(a) or 3(a) hereof, agrees to indemnify, to the fullest extent
permitted by law, the Company, the other holders of Registrable Securities
whose Registrable Securities are sold in such offering, their respective
officers and directors, trustees and employees and each other person, if any,
who controls the Company or such other holders of Registrable Securities
(within the meaning of the Securities Act) against all losses, claims,
damages, liabilities and expenses (including attorney's fees) caused by any
untrue or alleged untrue statement of a material fact contained in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto under which such Registrable Securities were
registered under the Securities Act or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in such reg- istration statement, preliminary
prospectus, prospectus, amendment or supplement in reliance upon any
information
furnished in writing to the Company describing the Stockholder or such
Affiliate by the Stockholder or such Affiliate expressly for use therein.
(c) Any person entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such in- demnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement
made by the indemnified party without its consent (which consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim will not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between
such indemnified party and any other of such indemnified parties with respect
to such claim.
(d) If the indemnification provided for in this Section 8 from the
indemnifying party is unavailable to any indemnified party hereunder or
insufficient to hold such party harmless in respect of any losses, claims,
damages, liabilities or expenses referred to herein, then the 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, liabilities or expenses in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and indemnified
parties in connection with the actions which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
consid- erations. The relative fault of such indemnifying party and
indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information supplied by, such
indemnifying party or indemnified parties, and the parties' relative intent,
knowledge, access to information and oppor- tunity to correct or prevent such
action. The amount paid or payable by a party under this Section 8 as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or
proceeding. The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 8(d) were determined by pro rata
allo- cation or by any other method of allocation which does not take into
account the equitable considerations referred to herein.
9. Rule 144 and Rule 144A. The Company will file the reports
required to be filed by it under the Exchange Act and the rules and
regulations adopted by the Commission thereunder (or, if the Company is not
required to file such reports, will, upon the request of the Stockholder or
any Affiliate, make publicly available other information) and will take such
further action as such holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holder to
sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (i) Rule 144 or Rule 144A
under the Securities Act, as such Rules may be amended from time to time, or
(ii) any similar rule or regulation hereafter adopted by the Commission. Upon
the request of the Stockholder or any Affiliate, the Company will deliver to
such holder a written statement as to whether it has complied with such
requirements.
10. Miscellaneous. (a) The Company will not hereafter enter into
any agreement with respect to its securities which is inconsistent or in
conflict with the rights granted in this Agreement to the Stockholder and its
Affiliates.
(b) Any person having rights under any provision of this Agreement
will be entitled to enforce such rights specifically, to recover damages
caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.
(c) The provisions of this Agreement may be amended and the Company
may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company has obtained the
Stockholder's written consent thereto.
(d) All covenants and agreements in this Agreement by or on behalf of
any of the parties hereto will bind and inure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed or not.
(e) Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.
(f) This Agreement may be executed in two or more counterparts, any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together will constitute one and the same Agreement.
(g) The interpretation and construction of this Agreement and all
matters relating hereto shall be governed by the law of the State of New York
applicable to agreements executed and to be performed solely within such
state.
(h) All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given when delivered personally, by
facsimile transmission, by courier with receipt acknowledgment or mailed by
certified or registered mail, return receipt requested and postage prepaid, to
the recipient. Such notices, demands and other communication will be sent to
each holder of Registrable Securities at such holder's address as it appears
in the records of the Company or the registrar of the Company's shares (unless
otherwise indicated by any such holder to the Company in writing) and to the
Company at 000 Xxxx Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, 00000- 2847, Attention:
General Counsel, Facsimile No. 000-000-0000.
IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the day and year first above written
TRUE NORTH COMMUNICATIONS, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
---------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
and General Counsel
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ J. Xxxxxx Xxxxxxxxxxxxxx
-----------------------------
Name: J. Xxxxxx Xxxxxxxxxxxxxx
Title: Manager of Investments
