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EXHIBIT 10.15
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
April 21, 1997, is by and among NASHVILLE COUNTRY CLUB, INC., a Tennessee
corporation (the "Company"), and the other parties identified on the signature
pages hereto (the "Signatory Holders").
This Agreement is made pursuant to that certain Merger Agreement,
dated as of April 21, 1997, by and among the Company and the other parties
identified therein (the "Merger Agreement"). The execution of this Agreement is
a condition to the closing of the transactions contemplated by the Merger
Agreement.
1. Definitions. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:
"Closing Date" shall have the meaning ascribed to such term in the
Merger Agreement.
"Commission" means the Securities and Exchange Commission.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission thereunder, all as the same
shall be in effect at the time.
"Holder" means each registered or beneficial holder of Registrable
Securities.
"NCCI Common Stock" shall have the meaning ascribed to such term in
the Merger Agreement.
"Person" means a corporation, an association, a partnership, an
organization, a business, an individual, a trustee or custodian acting in a
fiduciary capacity, a governmental or political subdivision thereof or a
governmental agency.
"Registration Expenses" means all expenses incident to the Company's
performance of or compliance with Section 2, excluding underwriting discounts
and commissions.
"Registrable Securities" means the Shares and any securities of the
Company issued with respect to the Shares by way of a dividend, stock split or
other distribution or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization; provided,
however, that securities shall cease to be Registrable Securities when (a) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (b) such securities
shall have been sold as permitted by Rule 144 or Rule 144A (or any successor
provisions) under the Securities Act, or (c) such securities shall have ceased
to be outstanding.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder, all as the same shall be in
effect at the time.
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"Shares" means the shares of NCCI Common Stock issued to the Signatory
Holders pursuant to the Merger Agreement.
"Signatory Holder" means each Person that is a party hereto and whose
name appears on the signature page hereof.
2. Registration Under the Securities Act, Etc.
2.1 Shelf Registration. The Company shall file one or more "shelf"
registration statements with respect to all of the Registrable Securities on an
appropriate form pursuant to Rule 415 under the Securities Act and/or any
similar rule that may be adopted by the Commission (the "Shelf Registration"),
and shall use its best efforts to have the Shelf Registration declared
effective no later than 12 months after the Closing Date and to keep the Shelf
Registration with respect to the Registrable Securities continuously effective
for a period of the later of (a) 12 months following the date on which the
Shelf Registration is declared effective and (b) 24 months following the
Closing Date; provided, however, that if for any reason the effectiveness of
the Shelf Registration is suspended, such period shall be extended by the
aggregate number of days of each such suspension period; and provided, further,
that the effectiveness of the Shelf Registration may be terminated earlier if
and to the extent that all of the Registrable Securities registered therein
cease to be Registrable Securities in accordance with the terms hereof. The
Company agrees, if necessary, to supplement or amend any Shelf Registration, as
required by the registration form utilized by the Company or by the
instructions applicable to such registration form or by the Securities Act and
the Company agrees to furnish to the holders of the Registrable Securities
copies of any such supplement or amendment prior to its being used. The Company
agrees to pay all Registration Expenses in connection with the Shelf
Registration, whether or not it becomes effective.
2.2 Piggyback Registrations.
(a) Right to Piggyback. If at any time the Company
proposes to file a registration statement under the Securities Act
(except on Form X-0, Xxxx X-0 or any successor forms thereto), whether
or not for its own account, then the Company shall give written notice
of such proposed filing to the Holders at least thirty days before the
anticipated filing date (the "Piggyback Notice"). The Piggyback Notice
shall offer such Holders the opportunity to register such amount of
Registrable Securities as each such Holder may request (a "Piggyback
Registration"). Subject to Section 2.2(b) hereof, the Company shall
include in each such Piggyback Registration all Registrable Securities
requested to be included in the registration for such offering. The
Holders shall be permitted to withdraw all or part of the Registrable
Securities from a Piggyback Registration at any time prior to the
effective date of such Piggyback Registration.
(b) Priority on Piggyback Registrations. In connection
with any proposed underwritten offering with respect to which Section
2.2(a) shall apply, the Company shall cause the managing underwriters
of such offering to permit the Holders requested to be included in the
registration for such offering to include all such Registrable
Securities on
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the same terms and conditions as any similar securities, if any, of
the Company or any selling securityholder included therein.
Notwithstanding the foregoing, if the managing underwriters of such
underwritten offering determine in good faith that the total number of
securities that such Holders, the Company, and any other persons
having rights to participate in such registration propose to include
in such offering is such as to materially and adversely affect the
success of such offering, then the securities to be offered for the
account of all Holders shall be reduced or limited pro rata in
proportion to the respective dollar amounts of securities owned to the
extent necessary to reduce the total number of securities to be
included in such offering to the amount recommended by such managing
underwriters.
2.3 Hold-Back Agreements.
(a) Restrictions on Public Sale by Holders of Registrable
Securities. Each holder of Registrable Securities whose Registrable
Securities are covered by a Registration Statement filed pursuant to
Section 2.2 hereof agrees, if requested (pursuant to a timely written
notice) by the managing underwriters in an underwritten offering, not
to effect any public sale or distribution of any of the Company's
securities, including a sale pursuant to Rule 144 or Rule 144A (except
as part of such underwritten offering), during the period beginning 10
days prior to, and ending 180 days after (or such shorter period as
may be agreed to by any managing underwriter of an underwritten
offering effected pursuant to Section 2.2), the closing date of each
underwritten offering made pursuant to such registration statement.
(b) Restrictions on Public Sale by the Company and
Others. The Company agrees (i) without the written consent of the
managing underwriters in an underwritten offering of Registrable
Securities covered by a Registration Statement filed pursuant to
Section 2.1 or 2.2 hereof, not to effect any public or private sale or
distribution of its securities, including a sale pursuant to
Regulation D under the Securities Act, during the period beginning 10
days prior to, and ending 180 days after (or such shorter period as
may be agreed to by any managing underwriter of an underwritten
offering effected pursuant to Section 2.1 or 2.2), the closing date of
each underwritten offering made pursuant to such Registration
Statement (except on Forms S-4 or S-8 or any successor forms to such
forms); (provided, however, that such period shall be extended by the
number of days from and including the date of the giving of any notice
pursuant to Section 2.4(g)(i) hereof to and including the date when
each seller of Registrable Securities covered by such registration
statement shall have received the copies of the supplemented or
amended prospectus contemplated by Section 2.4(g)(i) hereof), and (ii)
to use its best efforts to cause each holder of its securities
purchased from the Company at any time on or after the date of this
Agreement (other than securities purchased in a registered public
offering) to agree not to effect any public sale or distribution of
any such securities during such periods, including a sale pursuant to
Rule 144 or Rule 144A.
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2.4 Registration Procedures. If and whenever the Company is
required to effect the registration of any Registrable Securities under the
Securities Act as provided in Sections 2.1 and 2.2, the Company will as
expeditiously as possible:
(a) furnish to the Holders of the Registrable Securities
covered by such registration statement, their counsel and the managing
underwriters, if any, copies of all such documents proposed to be
filed, which documents will be subject to the review of such holders,
their counsel and such underwriters, if any, and the Company shall not
file any such registration statement or prospectus or any amendments
or supplements thereto (including such documents that, upon filing,
would be incorporated or deemed to be incorporated by reference
therein) to which the holders of a majority of the Registrable
Securities covered by such registration statement, their counsel, or
the managing underwriters, if any, shall reasonably object, in
writing, on a timely basis;
(b) prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus used
in connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of the Registrable
Securities covered by such registration statement for such period as
shall be required;
(c) furnish to each seller of Registrable Securities
covered by such registration statement, such number of conformed
copies of such registration statement and of each such amendment and
supplement thereto (in each case including all exhibits), such number
of copies of the prospectus contained in such registration statement
(including each preliminary prospectus and any summary prospectus) and
any other prospectus filed under Rule 424 under the Securities Act, in
conformity with the requirements of the Securities Act, and such other
documents, as such seller may reasonably request;
(d) (x) use its best efforts to register or qualify all
Registrable Securities and other securities covered by such
registration statement under such other securities or blue sky laws of
such states of the United States of America where an exemption is not
available and as the sellers of Registrable Securities covered by such
registration statement shall reasonably request, and to notify the
sellers of Registrable Securities of the jurisdictions in which the
securities have been qualified or registered, (y) keep such
registration or qualification in effect for so long as such
registration statement remains in effect, and (z) take any other
action which may be reasonably necessary or advisable to enable such
sellers to consummate the disposition in such jurisdictions of the
securities to be sold by such sellers, except that the Company shall
not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction wherein it would
not but for the requirements of this subdivision (d) be obligated to
be so qualified or to consent to general service of process in any
such jurisdiction;
(e) use its best efforts to cause all Registrable
Securities covered by such registration statement to be registered
with or approved by such other federal or state governmental agencies
or authorities as may be necessary in the opinion of counsel to the
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Company and counsel to the sellers to enable the sellers to consummate
the disposition of such Registrable Securities;
(f) use its best efforts to furnish to each seller of
Registrable Securities a signed counterpart of a "comfort" letter
signed by the independent public accountants who have certified the
Company's financial statements included or incorporated by reference
in such registration statement, covering substantially the same
matters with respect to such registration statement (and the
prospectus included therein) and with respect to events subsequent to
the date of such financial statements, as are customarily covered in
accountants' comfort letters delivered to the underwriters in
underwritten public offerings of securities and dated the date such
comfort letters are customarily dated;
(g) notify in writing each seller of Registrable
Securities at any time when a prospectus relating to Registrable
Securities covered by such registration statement is required to be
delivered under the Securities Act, (i) upon discovery that, or upon
the happening of any event as a result of which, the prospectus
included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading, in the light of the circumstances under which
they were made, and at the request of any such seller promptly
prepare, cause to be filed with and declared effective by the
Commission (if required), and furnish to it a reasonable number of
copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such
securities, such prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, in
the light of the circumstances under which they were made, (ii) of any
request by the Commission or any other federal or state governmental
authority for amendments or supplements to a registration statement or
related prospectus covering Registrable Securities or for additional
information relating thereto, (iii) of the issuance by the Commission
of any stop order suspending the effectiveness of a registration
statement covering Registrable Securities or the initiation of any
proceedings for that purpose, or (iv) of the receipt by the Company of
any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities
for sale in any jurisdiction, or the initiation or threatening of any
proceeding for such purpose;
(h) use its best efforts to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement, or the
lifting of any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest possible moment;
(i) otherwise comply with all material applicable rules
and regulations of the Commission and promptly furnish to each seller
of Registrable Securities a copy of any amendment or supplement to
such registration statement or prospectus;
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(j) enter into customary agreements (including an
underwriting agreement containing representations and warranties,
conditions to closing and indemnification and contribution obligations
in customary form), use its best efforts to obtain any necessary
consents, including without limitation any necessary consents of the
Company's lenders, in connection with any proposed registration and
sale of Registrable Securities;
(k) provide and cause to be maintained a transfer agent
and registrar for all Registrable Securities covered by such
registration statement from and after a date not later than the
effective date of such registration;
(l) use its best efforts to (i) list all Registrable
Securities covered by such registration statement on any national
securities exchange on which Registrable Securities of the same class
covered by such registration statement are then listed or (ii) seek
the authority for such Registrable Securities to be quoted on The
Nasdaq National Market if the securities so qualify;
(m) cooperate with the sellers of Registrable Securities
and the managing underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable
Securities to be sold, which certificates shall be in a form eligible
for deposit with The Depository Trust Company; and enable such
Registrable Securities to be in such denominations and registered in
such names as the managing underwriters, if any, or sellers may
request at least two business days prior to any sale of Registrable
Securities;
(n) prior to the effective date of the first Registration
Statement relating to any issue of Registrable Securities, use its
best efforts to provide CUSIP numbers for such Registrable Securities;
and
(o) take such other actions as are reasonably required in
order to expedite or facilitate the disposition of such Registrable
Securities.
The Company may require each seller of Registrable Securities as to which any
registration is being effected to furnish the Company such information
regarding such seller and the distribution of such securities as the Company
may from time to time reasonably request in writing. However, no seller of
Registrable Securities shall be required to make any representations or
warranties to or agreements with the Company or any underwriter other than
customary representations, warranties or agreements regarding such holder, such
holder's Registrable Securities and such holder's intended method of
distribution and any other representation concerning such holder or such
holder's Registrable Securities required by law.
Each seller of Registrable Securities agrees that upon receipt of any
written notice from the Company of the happening of any event of the kind
described in subdivision (g) of this Section 2.4, such holder will forthwith
discontinue such holder's disposition of Registrable Securities pursuant to the
registration statement relating to such Registrable Securities until such
holder's receipt of the copies of the supplemented or amended prospectus
contemplated by
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subdivision (g) of this Section 2.4 and, if so directed by the Company, will
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
relating to such Registrable Securities current at the time of receipt of such
notice.
2.5 Preparation; Reasonable Investigation. In connection with the
preparation and filing of each registration statement under the Securities Act
pursuant to this Agreement, the Company will give the holders of Registrable
Securities registered under such registration statement the opportunity to
review such registration statement, each prospectus included therein or filed
with the Commission, and, to the extent practicable, each amendment thereof or
supplement thereto, and such opportunities to discuss the business of the
Company with its officers and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of
such holders, to conduct a reasonable investigation within the meaning of the
Securities Act.
2.6 Indemnification.
(a) Indemnification by the Company. In the event of any
registration of any securities of the Company under the Securities
Act, the Company will, and hereby does, indemnify and hold harmless,
in the case of any registration statement filed pursuant to Sections
2.1 and 2.2, each seller of any Registrable Securities covered by such
registration statement, its directors, officers, partners, agents and
affiliates and each other Person who participates as an underwriter in
the offering or sale of such securities and each other Person, if any,
who controls such seller or any such underwriter within the meaning of
the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such seller or any such Person
may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in any registration
statement under which such securities were registered under the
Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained therein, or any amendment or supplement
thereto, or (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances in which they were
made not misleading, and, subject to Section 2.6(c), the Company will
reimburse any such seller and each such director, officer, partner,
agent or affiliate, underwriter and controlling Person for any legal
or any other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, liability, action or
proceeding; provided, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of or
is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, any
such preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement in reliance upon and in conformity with
written information furnished to the Company through an instrument
duly executed by or on behalf of such seller specifically stating that
it is for use in the
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preparation thereof. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of any
such seller, or any such director, officer, partner, agent or
affiliate or controlling person and shall survive the transfer of such
securities by such seller.
(b) Indemnification by the Selling Holders. As a
condition to including any Registrable Securities in any registration
statement, the Company shall have received an undertaking satisfactory
to it from the prospective seller of such Registrable Securities, to
indemnify and hold harmless (in the same manner and to the same extent
as set forth in subdivision (a) of this Section 2.6) the Company, and
each director of the Company, each officer of the Company and each
other Person, if any, who controls the Company within the meaning of
the Securities Act, with respect to any statement or alleged statement
in or omission or alleged omission from such registration statement,
any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, if such
statement or alleged statement or omission or alleged omission was
made in reliance upon and in conformity with written information
furnished to the Company through any instrument duly executed by such
seller specifically stating that it is for use in the preparation of
such registration statement, preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement. Such indemnity shall
remain in full force and effect, regardless of any investigation made
by or on behalf of the Company or any such director, officer or
controlling person and shall survive the transfer of such securities
by such seller.
(c) Notices of Claims, etc. Promptly after receipt by an
indemnified party of written notice of the commencement of any action
or proceeding involving a claim referred to in the preceding
subdivisions of this Section 2.6, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party,
give written notice to the latter of the commencement of such action,
provided that the failure of any indemnified party to give notice as
provided herein shall not relieve the indemnifying party of its
obligations under the preceding subdivisions of this Section 2.6,
except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. In case any such action is
brought against an indemnified party the indemnifying party shall be
entitled to participate in and, unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified
and indemnifying parties may exist in respect of such claim, to assume
the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with one counsel
reasonably satisfactory to such indemnified party and all other
indemnified parties that may be represented without conflict by one
counsel, and after written notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof,
the indemnifying party shall not be liable to such indemnified party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall be liable for any
settlement of any action or proceeding effected without its written
consent. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional
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term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such
claim or litigation.
(d) Contribution. If the indemnification provided for in
this Section 2.6 shall for any reason be held by a court to be
unavailable to an indemnified party under subparagraph (a) or (b)
hereof in respect of any loss, claim, damage or liability, or any
action in respect thereof, then, in lieu of the amount paid or payable
under subparagraph (a) or (b) hereof, the indemnified party and the
indemnifying party under subparagraph (a) or (b) hereof shall
contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection
with investigating the same), (i) in such proportion as is appropriate
to reflect the relative fault of the Company and the prospective
sellers of Registrable Securities covered by the registration
statement which resulted in such loss, claims, damage or liability, or
action in respect thereof, with respect to the statements or omissions
which resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable
considerations or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as shall be
appropriate to reflect the relative benefits received by the Company
and such prospective sellers from the offering of the securities sold
pursuant to such registration statement. 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. Such
prospective sellers' obligations to contribute as provided in this
subparagraph (d) are several in proportion to the relative value of
their respective Registrable Securities sold pursuant to such
registration statement and not joint. In addition, no Person shall be
obligated to contribute hereunder any amounts in payment for any
settlement of any action or claim effected without such Person's
consent, which consent shall not be unreasonably withheld.
(e) Other Indemnification. Indemnification and
contribution similar to that specified in the preceding subdivisions
of this Section 2.6 (with appropriate modifications) shall be given by
the Company and each seller of Registrable Securities with respect to
any required registration or other qualification of securities under
any federal or state law or regulation of any governmental authority
other than the Securities Act.
(f) Indemnification Payments. The indemnification and
contribution required by this Section 2.6 shall be made by periodic
payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or expense, loss, damage or
liability is incurred.
2.7 Certain Other Agreements.
(a) The Company will not hereafter enter into any
agreement which would permit the registration of any securities to the
exclusion of any portion of the Registrable Securities, unless such
exclusion is first waived in writing by the holders of more than 50%
of the Registrable Securities then outstanding.
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(b) The Company will not effect or permit to occur, any
combination or subdivision of Registrable Securities which would
adversely affect the ability of the holders of Registrable Securities
to include such Registrable Securities in any registration of its
securities contemplated by this Section 2 or the marketability of such
Registrable Securities under any such registration.
(c) Each Signatory Holder agrees to not sell, assign,
convey, encumber or otherwise transfer shares of NCCI Common Stock
acquired pursuant to the Merger Agreement for a period of one year
following the Closing Date.
2.8 Certain Rights If Named in a Registration Statement. If any
statement contained in a registration statement under the Securities Act refers
to a holder of Registrable Securities by name or otherwise as the holder of any
securities of the Company, then such holder shall have the right to require the
insertion therein of language, in form and substance reasonably satisfactory to
such holder, to the effect that the holding by such holder of such securities
does not necessarily make such holder a "controlling person" of the Company
within the meaning of the Securities Act.
3. Rule 144 and Rule 144A. The Company shall take all actions
reasonably necessary to enable holders of Registrable Securities to sell such
securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 and Rule 144A under the Securities
Act, as such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the Commission including, without limiting the
generality of the foregoing, keeping effective the registration of the NCCI
Common Stock under the Exchange Act and filing on a timely basis all reports
required to be filed by the Exchange Act. Upon the request of any holder of
Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such requirements.
4. Amendments and Waivers. This Agreement may be amended with the
consent of the Company and the Company may take any action herein prohibited,
or omit to perform any act herein required to be performed by it, in each of
the foregoing cases only if the Company shall have obtained the written consent
to such amendment, action or omission to act, of the holder or holders of at
least a majority of the Registrable Securities at the time of such consent.
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of holders of Registrable Securities whose securities are being sold
pursuant to a registration statement and that does not directly or indirectly
affect the rights of other holders of Registrable Securities may be given by
holders of at least a majority of the Registrable Securities being sold by such
holders pursuant to such Registration Statement; provided, however, that the
provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the immediately preceding sentence.
5. Nominees for Beneficial Owners. In the event that any
Registrable Securities are held by a nominee for the beneficial owner thereof,
the beneficial owner thereof may, at its election in writing delivered to the
Company, be treated as the holder of such Registrable
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Securities for purposes of any request or other action by any holder or holders
of Registrable Securities pursuant to this Agreement or any determination of
any number or percentage of shares of Registrable Securities held by any holder
or holders of Registrable Securities contemplated by this Agreement. If the
beneficial owner of any Registrable Securities so elects, the Company may
require assurances reasonably satisfactory to it of such owner's beneficial
ownership of such Registrable Securities.
6. Notices. All communications provided for hereunder shall be
sent by postage prepaid first-class mail, receipted courier service or
facsimile telecommunication, shall be deemed to be received three days after
being sent, or, if earlier, the date of actual receipt at the indicated
address, and shall be addressed as follows:
(a) if to a Signatory Holder or any transferee of
Registrable Securities, addressed to such person(s) at such address as
shown on stock ledger of the Company;
(b) if to the Company, addressed to it at its principal
executive office or at such other address as the Company shall have
furnished to each holder of Registrable Securities at the time
outstanding.
7. Assignment; Calculation of Percentage Interests in Registrable
Securities.
(a) This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their
respective successors and assigns, including any Person to whom
Registrable Securities are transferred; provided that the securities
so transferred continue to be considered Registrable Securities in the
hands of such Person.
(b) For purposes of this Agreement, all references to a
percentage of the Registrable Securities shall be calculated based
upon the number of shares held by those holders needed to be included
for purposes of such calculation.
8. Descriptive Headings. The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for reference only and
shall not limit or otherwise affect the meaning hereof.
9. Governing Law. This Agreement shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the
internal laws of the State of Tennessee.
10. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.
11. Third Party Beneficiaries. This Agreement is intended to be
for the benefit of all Holders, whether or not a direct party hereto, and each
Holder shall be entitled to enforce the provisions hereof against the Company
as if such Holder were a Signatory Holder and in direct
REGISTRATION RIGHTS AGREEMENT - Page 11
12
privity with the Company. The Company hereby waives any and all defenses of
lack of privity in connection with any claims or actions brought by any Holder
which is not a Signatory Holder arising from any purported breach or violation
of this Agreement.
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REGISTRATION RIGHTS AGREEMENT - Page 12
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IN WITNESS WHEREOF, the parties have caused their authorized
representatives to execute this Agreement.
NASHVILLE COUNTRY CLUB, INC.,
a Tennessee corporation
By: /s/ Xxxxxx Xxxxxxx Xxxxxx III
----------------------------------
Xxxxxx Xxxxxxx Xxxxxx III
President
/s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
----------------------------------
Xxxx X. Xxxxxx
/s/ Xxxxxx Xxxxxxxxxxx
----------------------------------
Xxxxxx Xxxxxxxxxxx
/s/ Xxxxx X. Xxxxxx
----------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
----------------------------------
Xxxx X. Xxxxxx
REGISTRATION RIGHTS AGREEMENT - Page 13
