EXHIBIT 4.1
[FORM OF LOCKUP AGREEMENT]
September 25, 2002
DEUTSCHE BANK SECURITIES INC.
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated,
as Representative(s) of the several
Underwriters to be named in the
within-mentioned Underwriting Agreement
c/o Deutsche Bank Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Proposed Public Offering by Xxxx Television, Inc.
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Dear Sirs:
The undersigned, a stockholder and/or an officer and/or director of
Xxxx Television, Inc., a Georgia corporation (the "Company"), understands that
Deutsche Bank Securities Inc. ("Deutsche Bank") and Xxxxxxx Xxxxx & Co., Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") propose to enter
into an Underwriting Agreement (the "Underwriting Agreement") with the Company
providing for the public offering of shares (the "Securities") of the Company's
Common Stock, no par value per share (the "Common Stock").
In recognition of the benefit that such an offering will confer upon
the undersigned as a stockholder and/or an officer and/or director of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees with each
underwriter to be named in the Underwriting Agreement that, during a period of
90 days from the date of the Underwriting Agreement (the "Lockup Period"), the
undersigned will not, without the prior written consents of Deutsche Bank and
Xxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant for the sale of, or otherwise
dispose of or transfer any shares of the Company's Common Stock or Class A
Common Stock (collectively, the "Company Common Stock") or any securities
convertible into or exchangeable
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or exercisable for Company Common Stock, whether now owned or hereafter acquired
by the undersigned, except as provided below, or with respect to which the
undersigned has or hereafter acquires the power of disposition (collectively,
the "Securities"), or file any registration statement under the Securities Act
of 1933, as amended, with respect to any of the foregoing or (ii) enter into any
swap or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of the
Company Common Stock, whether any such swap or transaction is to be settled by
delivery of Company Common Stock or other securities, in cash or otherwise. The
restriction contained in the preceding sentence shall not apply with respect to
any exercise of rights to purchase Securities or rights to acquire Company
Common Stock under securities convertible into or exchangeable for Company
Common Stock.
Notwithstanding the foregoing, if the undersigned is an individual, the
undersigned may amend, within the Lockup Period, any pledge agreement to which
the undersigned is a party that pledges Company Common Stock owned by the
undersigned and is in effect as of the date of this agreement; provided,
however, (i) the loan or other debt instrument which the amended pledge
agreement secures is in effect as of the date of this agreement; and (ii) the
undersigned does not pledge any additional shares of Company Common Stock other
than those previously pledged in the pledge agreement effective on the date of
this agreement.
Notwithstanding the foregoing, if the undersigned is an individual, he
or she may transfer shares of Company Common Stock (or any securities
convertible into or exchangeable or exercisable for Company Common Stock or any
other interest in the Company or any of its subsidiaries) by gift, will, or
intestate succession to his or her immediate family or to a trust the
beneficiaries of which are exclusively the undersigned and/or a member or
members of his or her immediate family (for purposes of this paragraph,
"immediate family" shall mean spouse, lineal descendant, father, mother, brother
or sister of the transferor); provided, however, that in any such case it shall
be a condition to the transfer that (i) each transferee execute an agreement
stating that the transferee is receiving and holding the shares of Company
Common Stock (or any securities convertible into or exchangeable or exercisable
for Company Common Stock or any other interest in the Company or any of its
subsidiaries) subject to the provisions of this agreement, and there shall be no
further transfer of such shares of Company Common Stock (or any securities
convertible into or exchangeable or exercisable for Company Common Stock or any
other interest in the Company or any of its subsidiaries) except in accordance
with this agreement, and (ii) that each transferee certifies in writing to
Deutsche Bank and Xxxxxxx Xxxxx that such transferee is in compliance with the
terms of this agreement as if such transferee had been bound by this agreement
from the original date of this agreement.
Any Company Common Stock acquired by the undersigned on a national
securities exchange or quoted on the New York Stock Exchange quotation system
after the date hererof will not be subject to this agreement.
Notwithstanding the foregoing, the undersigned also may transfer shares
of Company Common Stock (or any securities convertible into or exchangeable or
exercisable for Company Common Stock or any other interest in the Company or any
of its subsidiaries) to a charitable organization within the meaning of Section
501(c)(3) of the Internal Revenue Code of 1986, as amended.
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Very truly yours,
Signature:
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Print Name:
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