EXHIBIT 2.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this"Agreement") is made and entered
into this 2nd day of January, 1996, by and between Laboratory Specialists of
America, Inc., an Oklahoma corporation (the "Company"), and Xxxxxxx X. Xxxxxx,
M.D., an individual ("Xxxxxx").
BACKGROUND. The Company and the Xxxxxx are parties to that certain Stock
Purchase Agreement dated the 1st day of January, 1996 (the "Stock Purchase
Agreement"), pursuant to which, on the date hereof, Xxxxxx sold his shares of
the capital stock of National Psychopharmacology Laboratory, Inc. to the Company
and may become entitled to receive the Company's common stock, $.001 par value
per share (the "Common Stock") in accordance with the provisions of the Stock
Purchase Agreement.
In consideration of the background of the transactions and the mutual
covenants and agreements herein set forth, the parties to this Agreement hereby
agree, subject to the terms and conditions hereinafter set forth, as follows:
1. DEFINITIONS. As used herein, unless the context otherwise requires,
the following terms shall have the following respective meanings:
COMMISSION: The Securities and Exchange Commission or any other
governmental authority at the time administering the Securities Act or the
Exchange Act.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, or any
similar or successor federal statute, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect at the
time. References to a particular section of the Exchange Act shall include a
reference to the comparable section, if any, of any such similar or successor
federal statute.
PERSON: A corporation, an association, a partnership, an individual, a
joint venture, a trust or estate, an unincorporated organization, or a
government or any department or agency thereof.
REGISTRABLE SECURITIES: (i) Any shares of Common Stock issued to the
Xxxxxx under the terms of or in conjunction with the Stock Purchase Agreement,
and (ii) any securities issued or issuable with respect to any Common Stock
referred to in the foregoing clause by way of stock dividend or stock split or
in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise. As to any particular
Registrable Securities, once issued, such securities shall cease to be
Registrable Securities, unless such securities are not sold pursuant to such
registration as a result of non-compliance by the Company with this Agreement,
upon (i) a registration statement with respect to the sale of such securities
shall have been declared effective by the Commission, (ii) the securities shall
have been otherwise transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and
subsequent disposition of the securities shall not require registration or
qualification under the Securities Act or any similar state law then in force,
or (iii) the securities shall have ceased to be outstanding.
REGISTRATION EXPENSES: All expenses incident to the Company's performance
of or compliance with Section 2 of this Agreement, including without limitation
all registration, filing and listing or NASDAQ 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 and of the Company's independent public
accountants, including without limitation the expenses of any special audits or
"cold comfort" letters required by or incident to such performance and
compliance, the fees and disbursements of any counsel retained by the holder or
holders of the Registrable Securities being registered, premiums and other costs
of policies of insurance, if any, against liabilities arising out of the public
offering of the Registrable Securities being registered, and
any fees and disbursements of underwriters customarily paid by issuers or
sellers of securities, but excluding underwriting discounts and commissions and
transfer taxes, if any, relating to the Registrable Securities being registered.
SECURITIES ACT: The Securities Act of 1933, as amended, or any similar or
successor federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at the time.
References to a particular section of the Securities Act shall include a
reference to the comparable section, if any, of any such similar or successor
federal statute.
2. REGISTRATION UNDER SECURITIES ACT.
2.1 RIGHT TO INCLUDE REGISTRABLE SECURITIES. In the event the Company at
any time proposes to registered any of its securities under the Securities Act
(other than by registration on Form S-8 or Form S-4 or any successor or similar
form), whether or not for sale for the Company's own account, each such time the
Company will give prompt written notice (the "Registration Notice") to all
holders of Registrable Securities of the Company's intention to register its
securities under the Securities Act, of the intended method of disposition of
such securities, and of such holder's or holders' rights under this Section 2.1.
Upon the written request of any such holder made within 15 days after the
receipt of such Registration Notice (which request shall specify the
Registrable Securities intended to be disposed of by such holder and the
intended method of disposition thereof, which can be by an underwritten
offering, even if such was not intended by the Company), subject to the
provisions of this Agreement, the Company will use its best efforts to effect
the registration under the Securities Act which the Company has been requested
to register by a holder or holders of Registrable Securities to the extent
necessary to permit the disposition in accordance the intended method or methods
of the Registrable Securities to be registered.
2.2 COMPANY'S RIGHT TO DELAY REGISTRATION. In the event, at any time
after giving the applicable Registration Notice pursuant to Section 2.1 and
prior to the effective date of the registration statement under the Securities
Act filed in connection with such registration, the Company shall determine for
any reason, after consultation with the holder or holders of Registrable
Securities which have requested inclusion in such registration, not to register
or to delay registration of such securities, the Company may, at its election,
give written notice of such determination to each such holder of Registrable
Securities and, thereupon, (i) in the case of a determination not to register,
the Company shall be relieved of its obligation to register any Registrable
Securities in connection with such registration; provided, however, that such
determination by the Company shall be without prejudice to the rights of any
holder or holders of Registrable Securities pursuant to Section 2 hereof to
include such holder's or holders' Registrable Securities in a subsequent
registration by the Company, and (ii) in the case of a determination by the
Company to delay registering, the Company shall be permitted to delay
registering any Registrable Securities for the same period as the delay in
registering such other securities. The Company will pay all Registration
Expenses in connection with each registration of Registrable Securities
requested pursuant to Section 2 hereof.
2.3 REGISTRATION PROCEDURES. Whenever the Company is required to used its
best efforts to effect the registration of any Registrable Securities under the
Securities Act as provided in Section 2 hereof, the Company, as expeditiously as
possible, will:
(i) with respect to the registration of Registrable Securities under the
Securities Act prepare and (as soon thereafter as possible) file with the
Commission the requisite registration statement to effect such registration and,
thereafter, use its best efforts to cause such registration to become effective;
provided however, that the Company may discontinue any registration of its
securities which are not Registrable Securities at any time prior to the
effective date of the registration statement under the Securities Act or under
any state securities or blue sky laws relating thereto;
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(ii) prepare and file with the Commission which amendments and supplements
to the requisite 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 all securities covered by such registration statement until such
time that all of such securities have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as set forth in
such registration statement, but in no event for a period which would exceed 180
days from the date on which the registration statement became effective under
the Securities Act;
(iii) furnish to each seller of Registrable Securities covered by such
registration statement (A) such number of conformed copies of such registration
statement and such number of each amendment and supplement thereto (in each case
including all exhibits), (B) such number of copies of the prospectus contained
in such registration statement (including 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 (C) such
other documents, as such seller may reasonably request;
(iv) 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 each state that each seller of
Registrable Securities shall reasonably request, to keep such registration or
qualification in effect for so long as such registration statement remains in
effect (subject to Section 2.3(ii)), and take any other action which may be
reasonably necessary or advisable to enable such seller to consummate the
disposition in such states of the securities owned by such seller, except that
the Company shall not for any such purpose be required to either qualify
generally to do business as a foreign corporation, or subject itself to taxation
in any jurisdiction wherein it would not, but for the requirements of this
subsection (iv), be obligated to be so qualified or subject to taxation or to
consent to general service of process in any such jurisdiction or to any
material restrictions on the conduct of the Company's business, or any
restrictions on payments to any of the Company's shareholders, or require the
escrow, "lockup" or placing of any restrictions on the sale and disposition of
securities of the Company (other than as may have been previously imposed or
existed immediately before the effective date of the registration statement
under the Securities Act) held of record by any of the Company's officers,
directors or controlling Persons that is not a seller of Registrable Securities;
(v) 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 to
enable the seller or sellers thereof to consummate the disposition of such
registrable Securities;
(vi) furnish to each seller of Registrable Securities a signed
counterpart, addressed to each seller (and the underwriters, if any) of
(A) an opinion of counsel for the Company, dated the effective date
of such registration statement (and, if such registration includes an
underwritten offering, dated the date of the closing under the underwriting
agreement) reasonably satisfactory in form and substance to such seller,
and
(B) in the event the offering is underwritten, a "comfort" letter,
dated the effective date of such registration statement (and, if such
registration includes an underwritten offering, dated the date of the
closing under the underwriting agreement), signed by the independent public
accountants who have certified the Company's financial statements included
in such registration statement,
covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of the
accountants' letter, with respect to the events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants' letters delivered to the underwriters in underwritten public
offerings of securities and, in the case of the accountants' letter, such other
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financial matters, and, in the case of the legal opinion, such other legal
matters, as such seller or such holder or holders (or the underwriters, if any)
may reasonably request;
(vii) notify each seller of Registrable Securities covered by such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, 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
or holder promptly prepare and furnish to such seller or holder a reasonable
number of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such 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
statement therein not misleading in the light of the circumstances under which
they were made;
(viii) otherwise use its best efforts to comply with all applicable rules
and regulations of the Commission, and make available to its security holders,
as soon as reasonably practicable, a historical earnings statement covering the
period of at least 12 months, but not more than 18 months, beginning with the
first month of the first full fiscal quarter after the effective date of such
registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act, and will furnish to each such seller at
least five business days prior to the filing hereof a copy of any amendment or
supplement to such registration statement or prospectus and shall not file any
amendment or supplement to the registration states to which any such seller
shall have reasonably objected on the grounds that such amendment or supplement
does not comply in all material respects with the requirements of the Securities
Act or the rules or regulations thereunder;
(ix) 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 statement; and
(x) uses its best efforts to list all Registrable Securities covered by
such registration statement on any securities exchange on which any of the
Common Stock is then listed or quoted on a recognized quotation service which
also provides quotations of the Common Stock.
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.
Each holder of Registrable Securities agrees, as a condition of this
Agreement, that, upon receipt of any notice form the Company of the happening of
any event of the kind described in Section 2.3(vii) hereof, (i) 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 Section 2.3(vii), (ii) such holder will promptly
deliver copies of such supplemented or amended prospectus to each purchaser or
potential purchaser to whom such holder had delivered the prospectus prior to
such supplementation or amendment, and (iii) 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.
2.4 UNDERWRITTEN OFFERINGS. If the Company at any time proposes to
register any of its securities under the Securities Act, as contemplated by
Section 2 hereof, and such securities are to be distributed by or through one or
more underwriters, the Company will, if requested by any holder of Registrable
Securities as provided in Section 2.1 and subject to the provisions of this
Section 2.4, arrange for such underwriters to include all of the Registrable
Securities
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to be offered and sold by such holder among the securities to be distributed by
such underwriters. In the event that the managing underwriter of any
underwritten offering informs the Company and the holder or holders of
Registrable Securities requesting the inclusion of their securities in such
offering in writing of its belief that the number of securities requested to be
sold in such offering exceeds the number which can be sold in such offering,
then the Company will include in such offering only securities proposed to be
sold by Company for its own account and decrease the number of Registrable
Securities so proposed to be sold and requested to be included in such offering
(pro rata on the basis of the percentage of the securities, by number of shares,
of the Company requested to be included in the offering by the holder or holders
of such Registrable Securities and all other holders of the Company's securities
proposing to include shares in such offering) to the extent necessary to reduce
the number of securities to be included in such offering to the level
recommended by the managing underwriter. The holder or holders of Registrable
Securities to be distributed by such underwriters shall be parties to the
underwriting agreement between the Company and such underwriters and any
necessary or appropriate customary agreements, shall execute appropriate powers
of attorney, and may at their option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the
Company to and for the benefit of such underwriters shall also be made to and
for the benefit of such holder or holders of Registrable Securities and that any
or all of the conditions precedent to the obligations of such underwriters under
such underwriting agreement be conditions precedent to the obligations of such
holder or holders of Registrable Securities. Any such holder of Registrable
Securities shall not be required to make any representations or warranties to or
agreement with the Company or the underwriters other than representatives,
warranties and agreements regarding such holder, such holder's Registrable
Securities and such holder's intended method of distribution and any other
representation required by law.
2.5 PREPARATION; REASONABLE INVESTIGATION. In connection with the
preparation and filing of each registration statement under the Securities Act
covering Registrable Securities, the Company will give the holder or holders of
Registrable Securities registered under such registration statement, their
underwriters, if any, and their respective counsel and accountants, the
opportunity to participate in the preparation of such registration statement,
each prospectus included therein or filed with the Commission, and each
amendment or supplement thereto, and will give each of them such access to the
Company's books and records and such opportunities to discuss the business of
the Company with its offices and independent public accounts who have certified
its financial statements as shall be necessary, in the opinion of such holders'
and such underwriters' respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act.
2.6 INDEMNIFICATION.
2.6.1 INDEMNIFICATION BY THE COMPANY. In the event of any registration of
any securities of the Company under the Securities Act, the Company hereby
agrees and will indemnify and hold harmless the seller of any Registrable
Securities covered by such registration statement, it directors, officers,
representatives and agents, 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 director, officer, representative,
agent, 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 a material fact contained in any registration statement under which such
securities were registered under 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 not misleading, and the Company will indemnify such seller and each such
director, officer, representative, agent, underwriter and controlling Person for
any legal or there expenses reasonably incurred by them in connection with
investigation or defending any such loss, claim, liability, action or
proceeding; provided, however, that the Company shall not be liable in any such
case to the extent that such loss, claim, damage, liability (or action or
proceeding in respect thereof) or
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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 information furnished to
the Company by such seller specifically stating that it is for use in the
preparation thereof; and provided further, 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 Person, if any, who controls such underwriter
within the meaning of the Securities Act, 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 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 mission was contained
in such final prospectus. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such seller or any such
director, officer, representative, agent, underwriter or controlling Person
shall survive the transfer of such securities by such seller.
2.6.2 INDEMNIFICATION BY THE SELLERS. The Company may require, as a
condition to including any Registrable Securities in any registration statement
filed pursuant to Section 2.3 hereof, that the Company shall have received an
undertaking reasonably satisfactory to it from the prospective seller of such
securities, to indemnify and hold harmless (in the same manner and to the same
extent as set forth in Section 2.6.1 hereof) the Company, each director,
officer, representative and agent 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 information furnished to the Company by
such seller 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, representative, agent, or controlling Person and shall survive the
transfer of such securities by such seller.
2.6.3 NOTICES OF CLAIMS AND PROCEDURE. Promptly after receipt by an
indemnified Person of notice of the commencement of any action or proceeding
involving a claim referred to in Section 2.6.1 or 2.6.2 hereof, such indemnified
Person will, if a claim in respect thereof is to be made against an indemnified
party, give written notice to the latter 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 party of its obligations
under Section 2.6.1 or 2.6.2 hereof, 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 Person, unless in such indemnified
Person's reasonable judgment a conflict of interest between such indemnified
Person and such indemnifying party may exist in respect of such claim, the
indemnifying party shall be entitled to participate in and to assume the defense
thereof jointly with any other indemnifying party similarly notified to the
extent that it may wish, with counsel reasonably satisfactory to such
indemnified Person, and after notice from the indemnifying party to such
indemnified Person of its election so to assume the defense thereof, the
indemnifying party 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. If, in such
indemnified Person's reasonable judgment a conflict of interest does or may
exist in respect of such claim, the indemnified Person or Persons shall the
right to select separate counsel to participate in the defense of such action on
behalf of such indemnified Person or Persons, in which case the indemnifying
party shall bear the costs of such defense. No indemnifying party shall,
without the consent of the indemnified Person, consent to the 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 with respect so such claim or litigation and
otherwise in form and substance satisfactory to the indemnified Person. The
indemnifying party shall
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not be required to indemnify any indemnified Person against any settlement or
judgment which is consented to by an indemnified Person without the consent of
the indemnified party.
2.6.4 OTHER INDEMNIFICATION. Indemnification similar to that specified in
Sections 2.6.1, 2.6.2 and 2.6.3 hereof (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 federal or
sate law or regulation of any governmental authority other than the Securities
Act.
2.6.5 INDEMNIFICATION PAYMENTS. The indemnification required by this
Section 2.6 shall be made by prompt payments of the amounts thereof during the
course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.
2.6.6 CONTRIBUTION. If any of the indemnification provisions provided for
in this Section 2.6 are determined to be unenforceable or unavailable to an
indemnified Person in respect of any claim or action, then each indemnifying
party, in lieu of indemnifying such indemnified Person, shall contribute to the
amount paid or payable by such indemnified Person as a result of such claims in
such proportion as is appropriate to reflect not only the relative benefits
received by the indemnifying party and the indemnified Person from the
registration statement, but also the relative fault of the indemnified Person
and the indemnifying party in connection with the statements or omissions which
resulted in such claim or action as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and the
indemnified Person shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to the information
supplied by the indemnifying party or by the indemnified Person and their
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by a party as a
result of the claims referred to above shall be deemed to include any legal or
other fees or expenses reasonably incurred by such Person in connection with
investigation or defending any action or claim. No Person guilty of fraudulent
misrepresentation (within the meaning of the Securities Act) shall be entitled
to contribution from any Person that is not guilty of such fraudulent
misrepresentation.
2.7 ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company will not
effect or permit to occur any combination or subdivision of shares which would
materially adversely affect the ability of the holder 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.
3. RULES 144 AND 144A. The Company represents and warrants to the Xxxxxx
that it has filed registration statements pursuant to the requirements of
Section 12(g) of the Exchange Act and/or pursuant to the requirements of the
Securities Act, and has filed the reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by the
Commission thereunder. The Company will take such further action as any 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 provided by (i) Rules 144 and 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 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 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 shall have obtained the written
consent to such amendment, action or omission to act, of the holder or holders
of more than a majority of the Registrable Securities at the time outstanding;
provided, however, if such amendment, action or omission to act would adversely
affect the rights of any holder of Registrable Securities, no consent thereto
shall be effective without the concurrence of each holder who would be adversely
affected thereby. Each holder of Registrable Securities at the
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time or thereafter outstanding shall be bound by a consent obtained by the
Company given by the holder or holders of the Registrable Securities pursuant to
this Section 4, whether or not such Registrable Securities shall have been
marked to indicate such consent.
5. NOTICES. All notices and other communications required or permitted
hereunder shall be in writing, and shall be deemed to have been delivered on the
date delivered by hand or transmitted by telegram, facsimile or by similar
means, on the first day following the day when sent by recognized courier or
overnight delivery service (fees prepaid), or on the third day following the day
when deposited in the U. S. mail, registered or certified (postage prepaid),
addressed (i) if to the holder or holders of the Registrable Securities, to the
attention of each Person at the address set forth in the stock records of the
Company or such address, or to the attention of such other Person or Persons, as
the holder or holders of the Registrable Securities shall have furnished to the
Company in writing, or (ii) if to the Company, 0000-X Xxxxxxxxx Xxx, Xxxxxxxx
Xxxx, Xxxxxxxx 00000-0000, to the attention of its President, or such other
address, or to the attention of such other Person or Persons, as the Company
shall have furnished to each holder of Registrable Securities at the time
outstanding; provided, however, that any such communication to the Company may
also, at the option of the holder of Registrable Securities giving notice, be
delivered by personal delivery to any officer of the Company.
6. ASSIGNMENT. 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. In addition, and whether or not any express assignment
shall have been made, the provisions of this Agreement which are for the benefit
of the Xxxxxx shall also be for the benefit of and enforceable by any subsequent
holder of any Registrable Securities who has executed a copy of this Agreement
or otherwise indicated its agreement to be bound hereby.
7. 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.
8. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Oklahoma, without regard to principles of conflicts of laws.
9. 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.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement,
or have caused this Agreement, or have caused this Agreement to be executed and
delivered by their respective duly authorized officers, on the date first above
written.
"Company" LABORATORY SPECIALISTS OF AMERICA, INC.
By: /s/XXXX XXXXXXXXX
---------------------------------------
Xxxx Xxxxxxxxx, Chief Executive Officer
"Xxxxxx"
/s/XXXXXXX X. XXXXXX
------------------------------------------
Xxxxxxx X. Xxxxxx, M.D.
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