Exhibit 10.10
-------------
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 16, 1999, is by and
between AUSTAR UNITED COMMUNICATIONS LIMITED, a Delaware corporation (the
"Company"), and UIH AUSTAR, INC., a Colorado corporation (the "Shareholder").
Recitals
--------
A. The Shareholder is a subsidiary of United International Holdings, Inc.,
a Delaware corporation that indirectly owns interests in multi-channel
television, programming and telecommunications operating companies throughout
the world. The Company is acquiring from the Shareholder ownership interests in
certain operating companies that are engaged in such activities in Australia and
New Zealand. It is anticipated that the Company will be domesticated to
Australia in the near future and will then commence an initial public offering
of the Company's ordinary shares on the Australian Stock Exchange, as well as a
Rule 144A offering outside Australia (collectively, the "Offering").
B. The Parties hereto intend for this Agreement to govern the Shareholder's
registration rights in the United States with respect to the Company's ordinary
shares (or American Depositary Shares representing such ordinary shares).
Agreement
---------
The parties hereto agree as follows:
ARTICLE I
Definitions
-----------
1.01 DEFINED TERMS. As used herein, the following terms shall have the
following meanings (terms defined in the singular shall have the same meanings
when used in the plural and vice versa):
AGREEMENT: This Registration Rights Agreement as amended, modified,
restated and replaced from time to time in accordance with the provisions
hereof.
APPLICABLE EXCHANGE: The primary United States securities market or
exchange on which the Company's publicly traded securities are to be listed or
qualified.
COMMISSION: The United States Securities and Exchange Commission or
any other United States federal agency at the time administering the Securities
Act, or comparable regulatory authority in the case of listing or qualification
of the Registrable Securities for sale through the Applicable Exchange.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder.
INDEMNIFIED PERSON: As defined in Section 2.05.
INDEMNIFYING PERSON: As defined in Section 2.05.
PERCENTAGE INTEREST for each holder of Registrable Securities at any
time means the percentage represented by the fraction, the numerator of which is
the capital stock of the Company considered together as a single class owned by
such holder and the denominator of which is all then issued and outstanding
capital stock of the Company considered together as a single class.
PIGGYBACK REGISTRATIONS: As defined in Section 2.01(a).
REGISTRABLE SECURITIES: Ordinary shares of the Company, American
Depositary Shares representing ordinary shares of the Company, and any other
equity securities issued upon conversion thereof or that may be issued or
distributed in respect thereof by way of stock dividend or stock split, or other
distribution, recapitalization, merger, consolidation or reclassification or
other reorganization or otherwise. A Registration Security shall cease to be a
Registration Security when: (i) a Registration Statement shall have become
effective under the applicable Securities Law and such security shall have been
disposed of in accordance therewith; (ii) such security shall have been
otherwise transferred and new certificates for such security not bearing a
legend restricting further transfer shall have been delivered by .the Company;
(iii) such security shall have ceased to be outstanding; or (iv) if all
Registrable Securities outstanding at any given time may be sold during any
three-month period pursuant to the exemption of Rule 144 under the Securities
Act.
REGISTRATION STATEMENT: A registration statement or similar document
with respect to the sale of Registrable Securities on the Applicable Exchange as
required by the applicable Securities Law.
SECURITIES: Any equity security of the Company and any other security
convertible into, or exercisable or exchangeable for, equity securities of the
Company, including, stock options, rights, warrants and other convertible
securities, subscriptions, calls or commitments.
SECURITIES ACT: The United States Securities Act of 1933, as amended,
of any successor United States federal statute, and the rules and regulations of
the Commission thereunder.
SECURITIES LAWS: The Exchange Act, the Securities Act or any other
relevant securities law applicable for the sale of securities through the
Applicable Exchange.
UNITED STATES: United States of America.
1.02. TERMS GENERALLY. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words
"include," "includes" and "including" shall be deemed to be followed by the
phrase "without limitation". All references herein to Articles and Sections,
shall be deemed references to Articles and Sections of this Agreement unless the
context shall otherwise require.
ARTICLE II
Registration Rights
-------------------
2.01. PIGGYBACK REGISTRATIONS.
(a) If the Company shall at any time propose to file a Registration
Statement for an offering of equity securities of the Company, by the Company or
2
for resale by holders of the Company's securities (other than pursuant to an
employee stock option, stock purchase or similar plan or pursuant to a merger,
exchange offer or a transaction of the type specified in Rule 145(a) under the
Securities Act), the Company shall give the Shareholder notice of such proposed
registration at least ____ days prior to the filing of a Registration Statement.
At the written request of the Shareholder delivered to the Company within ____
days after the receipt of the notice from the Company, which request shall state
the number of Registrable Securities that the Shareholder wishes to sell or
distribute publicly under the Registration Statement proposed to be filed by the
Company, the Company shall use its best efforts-to include such number of
Registrable Securities in such Registration Statement (a "Piggyback
Registration").
(b) If a Piggyback Registration is an underwritten primary
registration on behalf of the Company, and the managing underwriters thereof
advise the company in writing that in their opinion the number of Securities
requested to be included in the registration exceeds the number which can be
sold in the offering, the Company shall include in the registration (i) first,
the Securities that the Company proposes to sell, (ii) second, the Registrable
Securities the Shareholder proposes to sell, and (iii) third, the Securities
each other holder of the Company's Securities who has registration rights and
has exercised such rights proposes to sell.
(c) If a Piggyback Registration is an underwritten secondary
registration on behalf of holders of the Company's Securities who have demand
registration rights and the managing underwriters thereof advise the Company in
writing that in their opinion the number of Securities requested to be included
in the registration exceeds the number which can be sold in the offering, the
Company shall include in the registration (i) first, that portion of the
Registrable Securities that the Shareholder proposes to sell representing ___%
of such offering, (ii) second, the Securities of the holders of the Company's
Securities who have exercised their demand registration rights and (iii) third,
the Securities any other securityholders of the Company (including any
additional Registrable Securities the Shareholder desires to sell) propose to
sell in proportion to the number of Securities each proposes to sell. If the
Company subsequently desires to participate in such a registration of
Securities, the Company shall include in the registration (A) first, that
portion of the Registrable Securities the Shareholder proposes to sell
representing _______ of such Offering, (B) second, the Securities of the holders
of the Company's Securities who have exercised their demand registration rights
and (C) third, the Securities the Company and all other securityholders of the
Company propose to sell (including any additional Registrable Securities the
Shareholder desires to sell) in proportion to the number of shares each proposes
to sell.
2.02. DEMAND REGISTRATION:
(a) REQUEST AND FILING. Beginning ___ year after the date of the
Offering, the Shareholder may request that the Company (i) take all actions
necessary to have the American Depositary Shares (representing the Company's
ordinary shares) listed or approved for listing on a United States securities
market or exchange designated by the Shareholder and (ii) file a registration
statement covering such Registrable Securities (the "Demand Registration"). Upon
receipt of a request, the Company shall prepare and file (A) a listing
application with the Applicable Exchange and (B) a registration statement as
promptly as practicable but in any event no later than _____ days after receipt
of notice (the "Deadline"); provided, however, that the Company shall not be
obligated to file and cause to be effective more than _______ Registration
Statements pursuant to this Section 2.02(a) using a form other than
____________________ or successor forms, as the case may be, and shall not be
required to file more than one Registration Statement using ___________ or
successor forms, as the case may be, in any six-month period. The Company agrees
to use its best efforts to cause the Registration Statement to become effective
3
as promptly as practicable after filing and to use its best efforts to keep the
Registration Statement continuously effective for the period commencing on the
date of effectiveness declared by the Commission and ending on the earlier of
(i) ____ days from the date of effectiveness; (ii) the date when each of the
Registrable Securities ceases to be Registrable Securities; and (iii) the date
when each of the Registrable Securities not otherwise transferred or sold
pursuant to the Registration Statement may be sold or distributed by the
Stockholder in reliance upon Rule 144 under the Securities Act (giving effect to
all conditions thereof, including, without limitation, the volume limitations
contained in Rule 144(c)) (the "Effective Period").
(b) REGISTRATION STATEMENT FORM. The Registration Statement under this
Section 2.1 shall be on such appropriate registration form of the Commission as
shall be selected by the Company and as shall permit the disposition of the
Registrable Securities in accordance with the intended method or methods of
disposition (including an underwritten offering).
2.03. INDEMNIFICATION BY THE COMPANY. In the event of any registration of
any Registrable Securities under the Securities Act, the Company shall, and
hereby does, indemnify and hold harmless each holder of Registrable Securities,
its directors and officers, each other Person who participates as an underwriter
in the offering or sale of such Registrable Securities and each other Person, if
any, who controls such holder or any such undewriter within the meaning of
Section 15 of the Securities Act against any losses, claims, damages or
liabilities, joint or several, to which such holder or any such director or
officer or underwriter or controlling 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 any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement
under which the Registrable Securities were registered under the Securities Act,
any preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or 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 the Company shall reimburse such holder, and
each such director, officer, 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,
however, that the Company shall not be liable in any such-case if 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, preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information about such holder as a
stockholder of the Company furnished to the Company through an instrument duly
executed by or on behalf of such holder specifically stating that it is for use
in the preparation thereof; and provided, however, that the Company shall not be
liable to any Person who participates as an underwriter in the offering or sale
of Registrable Securities, or any other Person, if any, who controls such
underwriter within the meaning of the Securities Act, in any such case if any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expenses arises out of such Person's failure to send or give a copy of the
final prospectus, as the same may be then supplemented or amended, to the Person
asserting an untrue' statement or alleged untrue statement or omission or
alleged omission at or prior to the written confirmation of the sale of
Registrable Securities to such Person if such statement or omission was
connected in such final prospectus. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of such holder
or any such director, officer or controlling Person and shall survive the
transfer of the Registrable Securities by such holder.
2.04. INDEMNIFICATION BY THE SHAREHOLDER. The Company may require, as a
condition to including any Registrable Securities in any registration statement
4
filed pursuant to Section 2.01 or Section 2.02, that the Company shall have
received an undertaking satisfactory to it from the holder of such Registrable
Securities to indemnify and hold harmless (in the same manner and to the same
extent as set forth in Section 2.03) the Company, each director of the Company,
each officer of the Company signing such registration statement and each other
Person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act with respect to any untrue statement or alleged untrue 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 untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and
in conformity with written information about such holder as a shareholder of the
Company furnished to the Company through an instrument duly executed by such
holder specifically stating that it is for use in the preparation of such
Registration Statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement. Such indemnity shall remain in full force
and effect, regardless of any investigation made by or on behalf of the Company
or any such director, officer or controlling Person and shall survive the
transfer of the Registrable Securities by such holder.
2.05. NOTICES OF CLAIMS, ETC. Promptly after receipt by a person entitled
to indemnification under Section 2.03 or 2.04 (an "Indemnified Person") of
notice of the commencement of any action or proceeding involving a claim
referred to in Section 2.03 or 2.04, such Indemnified Person will, if a claim in
respect thereof is to be made against a Person required to indemnify such
Indemnified Party under Section 2.03 or 2.04 (an "Indemnifying Person"), give
notice to the indemnifying Person of the commencement of such action; provided,
however, that the failure of any Indemnified Person to give notice as provided
herein shall not relieve the Indemnifying Person of its obligations under
Section 2.03 or 2.04, except to the extent that the Indemnifying Person is
actually prejudiced by such failure to give notice. In case any such action is
brought against an Indemnified Person, unless in such Indemnified Person's
reasonable judgment a conflict of interest between such Indemnified and
Indemnifying Persons may exist or the Indemnified Person may have defenses not
available to the Indemnifying Person in respect of such claim, the Indemnifying
Person shall be entitled to participate in and to assume the defense thereof,
with counsel reasonably satisfactory to such Indemnified Person, and after
notice from the Indemnifying Person to such Indemnified Person of its election
to so assume the defense thereof, the Indemnifying Person shall not be liable to
such Indemnified Person 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 Person shall be liable for any settlement of any
action or proceeding effected without its written consent. No Indemnifying
Person shall, without the consent of the Indemnified Person, consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Person of a release from all liability in respect to such claim or
litigation.
2.06. OTHER INDEMNIFICATION. Indemnification similar to that specified in
this Agreement with appropriate modifications shall be given by the Company and
each holder of Registrable Securities with respect to any required registration
or other qualification of Registrable Securities under any federal or state law
or regulation of any governmental authority other than the Securities Act.
2.07. INDEMNIFICATION PAYMENTS. The indemnification required by this
Agreement 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.
2.08. ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company shall not
effect or permit to occur any combination, subdivision or other recapitalization
5
of any of its Securities (a) which would materially adversely affect the ability
of any holder of Registrable Securities to include its Registrable Securities,
or which would reduce the number of Registrable Securities that any holder of
Registrable Securities would otherwise be entitled to include pursuant to this
Agreement, in any registration of Securities of the Company contemplated by this
Agreement or (b) which would materially adversely affect the marketability of
such Registrable Securities under any such registration.
2.09. REGISTRATION COVENANTS OF THE COMPANY.
(a) Whenever any Registrable Securities are to be registered pursuant
to Section 2.01 or 2.02 of this Agreement, the Company will use its best efforts
to effect the registration and the sale of such Registrable Securities under the
Securities Laws in accordance with the intended method of disposition thereof.
The Company shall deliver to the applicable holders a sufficient number of
prospectuses to sell the Registrable Securities as contemplated by the
Registration Statement. If required or appropriate, the Company shall enter into
the necessary agreements with a transfer agent with respect to such securities.
(b) The Company may require each Shareholder requesting that
Registrable Securities be registered pursuant to Section 2.01 or 2.02 to furnish
to the Company such information regarding the distribution of such securities
and such other information relating to such Shareholder and its ownership of
Registrable Securities as the Company may from time to time reasonably request
in writing. Each such Shareholder agrees to furnish such information to the
Company and to cooperate with the Company as necessary to enable the Company to
comply with the provisions of this Agreement.
(c) Upon receipt of any notice from the Company at any time when a
prospectus relating to theo registration is required to be delivered under the
Securities Laws, 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, the Shareholder selling Registrable
Securities will forthwith discontinue disposition of the Registrable Securities
until receipt of copies of a supplemented or amended prospectus or until such
Shareholders 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, such Shareholders 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.
2.10. EXPENSES. In connection with any Piggyback Registration or Demand
Registration, the Company shall pay all commission and securities exchange
registration and filing fees, all fees and expenses of complying with securities
or blue sky laws, all word processing, duplicating and printing expenses, all
messenger and delivery expenses, the fees and disbursements of counsel for the
Company, the fees and disbursements of the Company's independent public
accountants (including the expenses of comfort letters required for the
Piggyback Registration or Demand Registration) and any fees and disbursements of
underwriters. In addition, the Company shall be responsible for the reasonable
fees and disbursements of counsel for each holder of Registrable Securities
necessary for the preparation of the Registration Statement. In any
registration, each such holder shall pay for its own underwriting discounts and
commissions and transfer taxes.
6
2.11. ASSIGNMENT OF REGISTRATION RIGHTS. Each party hereto may assign its
rights under this Agreement to anyone to whom any such party sells, transfers or
assigns any of the Registrable Securities (other than in sales pursuant to Rule
144 under the Securities Act or a Piggyback or Demand Registration effected
pursuant to this Agreement); provided, however, that no assignment shall
increase the Company's obligations to effect registrations or to pay expenses
thereof.
2.12. NO PREFERENTIAL REGISTRATION RIGHTS. Notwithstanding any other
provision of this Agreement, if the Company grants registration rights to any
other Person on terms which any holder of Registrable Securities considers
preferential to the terms in this Agreement, then such holder shall be entitled
to registration rights with such preferential terms.
2.13. OTHER REGISTRATION RIGHTS. The Company shall not grant any right of
registration under the Securities Act relating to any of its Securities to any
Person other than the Shareholder unless the Shareholder shall be entitled to
have included in any Piggyback Registration effected pursuant to Section 2.01(c)
a number of Registrable Securities requested by the Shareholder, as applicable,
to be so included representing at least _____ of such offering prior to the
inclusion of any securities requested to be registered by the Persons entitled
to any such other registration rights.
2.14. RULE 144A AND RULE 144.
(a) If the Company is not subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, but only for so long as the Company is
not so subject, the Company shall take all actions reasonably necessary to
enable each holder off Registrable Securities to sell its Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144A under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC. Upon the request of any such holder, the Company shall deliver to
such holder a written statement as to whether the Company has complied with such
requirements.
(b) After the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, but only for so long as the Company is
so subject, the Company shall take all actions reasonably necessary to enable
each holder of Registrable Securities to sell its Registrable Securities without
Registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC,
including filing on a timely basis all reports required to be filed by the
Exchange Act. Upon the request of any such holder, the Company shall deliver to
such holder a written statement as to whether the Company has complied with such
requirements.
2.15. Registration. In case the Company shall receive from any holder of
Registrable Securities a written request or requests that the Company effect a
registration on _________ (or any successor form of abbreviated registration
statement) and any related qualification or compliance with respect to all or a
part of the Registrable Securities, the Company will, as soon as practicable,
effect such registration and all such qualifications and compliances as may be
so requested and as would permit or facilitate that sale and distribution of all
or such portion of the Registrable Securities as are specified in such request;
provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section 2.15: (a) if
____________________ is not available for such offering; (b) if the Company
shall furnish to such holder a certificate signed by the President of the
Company stating that in the good faith judgment of the board of directors of the
Company, it would be seriously detrimental to the Company and its shareholders
for such _____________ registration to be effected at such time, in which event
the Company shall have the right to defer the filing of the _______________
Registration Statement for a period of not more than ___ days after receipt of
the request of such holder under this Section 2.14; provided, however, that the
7
Company shall not utilize this right more than once in any 12-month period; or
(c) in any particular jurisdiction in which the Company would be required to
qualify to do business or to execute a general consent to service of process in
affecting such registration, qualification or compliance. Subject to the
foregoing, the Company shall file a registration statement covering the
Registrable Securities so requested to be registered as soon as practicable
after receipt of the request of such holder. All expenses incurred in connection
with a registration requested pursuant to this Section 2.14 including, all
registration, filing, qualification, printer's and accounting fees and
reasonable fees and disbursements of counsel for each holder of Registrable
Securities and counsel for the Company shall be borne by the Company.
2.16 Other Exchanges. The Company intends to list its ordinary shares on
the Australian Stock Exchange after it has been domesticated to Australia and in
the future may list its securities on other exchanges. The Company hereby grants
the Shareholder the right to require the Company to list or register the
Registrable Securities on any such securities exchange, if applicable, or such
other exchanges in a manner substantially consistent with the registration
rights granted in this agreement, taking into account the applicable securities
laws and listing or registration procedures of the exchanges.
ARTICLE III
Notices
-------
All notices or other communications to be given under this Agreement shall
be given in writing and delivered by hand or sent by express courier or delivery
service or transmitted by telecopier. Copies of notices and communications may
be sent in like fashion. Such notices and communications shall be deemed to have
been received by the addressee upon receipt, but in no event later than 72 hours
after the notice or communication is delivered to an express courier or delivery
service, or 24 hours after transmission of the notice or communication by
telecopier and if sent by telecopier, subject to confirmation by sender's
delivery of the notice or communication to an express courier or delivery
service for delivery to the addressee. The addresses and telecopier numbers of
the parties hereto for delivery of notices are set forth below.
(a) If to the Shareholder, addressed to it at:
UIH Austar, Inc.
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: President
Telecopier No. 000-000-0000
With a copy to:
Holme Xxxxxxx & Xxxx LLP
000 Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Telecopier No. 303-866-0200
(b) If to the Company, addressed to it at:
AUSTAR United Communications Limited
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: President
Telecopier No. 000-000-0000
8
Any party hereto may change its address or telecopier number for receiving
notices and communications by giving notice of such change to the other parties
hereto.
ARTICLE IV
Miscellaneous
-------------
4.01. TERMINATION. The Company's obligations pursuant to this Agreement
shall expire at such time as all Registrable Securities have been sold pursuant
to an effective Registration Statement under the Securities Laws or may be
publicly sold without registration in the United States.
4.02. HEADINGS. Section and article headings, captions and numbers in this
Agreement are for convenience only and shall not be used in its interpretation
or considered part of this Agreement.
4.03. NO WAIVER. The failure or delay of any party at any time or from time
to time to exercise any right under or enforce any provision of this Agreement
shall not be construed as implying a waiver of such provision or of the right of
that party to exercise or enforce it subsequently. No single or partial exercise
of any right under this Agreement shall preclude the further or full exercise of
the right. No waiver of any default on any one occasion shall constitute a
waiver of any subsequent or other default. The rights and remedies of the
parties hereunder are cumulative and are not exclusive of any rights or remedies
which the parties would otherwise have. No notice or demand on any party hereto
in any case shall entitle such party to any other or further notice or demand in
similar or other circumstances.
4.04. AMENDMENT. No provision of this Agreement may be amended, modified or
waived except by an instrument in writing entered into by the parties hereto and
designated as an amendment, modification or waiver.
4.05. ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective permitted assigns. It is
expressly intended that the corporation formed under Australian law into which
the Company is domesticated within six months of the date of this Agreement
shall be a permitted successor of the Company hereunder, and all references to
the Company hereunder shall refer to such domesticated corporation. In addition,
and whether any express assignment shall have been made, the provisions of this
Agreement that are for the benefit of the parties hereto other than the Company
also shall be for the benefit of and enforceable by any subsequent holder of
Registrable Securities, subject to the requirement that the transferring party
hereto give written notice to the Company of such transfer stating the name and
address of the transferee and identifying the Securities with respect to which
the registration rights are being assigned.
4.06. ENTIRE AGREEMENT. This Agreement embodies the entire agreement of the
parties hereto regarding the subject matter hereof and supersedes any prior and
contemporaneous negotiations, agreements and understandings among the parties
hereto.
9
4.07. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.
4.08. SEVERABILITY. If any provision of this Agreement or the application
thereof to any Person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such provision to
other Persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law. Notwithstanding the foregoing,
the Company and the Shareholder shall negotiate in good faith, or attempt to
agree on the terms of a mutually satisfactory provision to replace any invalid
or unenforceable provision.
4.09. COUNTERPARTS. This Agreement may be executed in any number of
counterparts or counterpart signature pages, each of which shall be deemed an
original, but all of which together shall constitute the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Registration
Rights Agreement as of the date first set forth above.
THE SHAREHOLDER:
UIH AUSTAR, INC., a Colorado corporation
By: /S/Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
THE COMPANY:
AUSTAR UNITED COMMUNICATIONS LIMITED,
a Delaware Corporation
By: /S/Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
10
