Exhibit 4.2
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is effective as of
April 21, 2003 and is entered into between Measurement Specialties, Inc., a New
Jersey corporation (the "Company"), and the Holders (as defined herein).
Recitals
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WHEREAS, the Company and Holder entered into that certain Stock Purchase
Warrant, effective as of April 21, 2003 (the "Warrant"), pursuant to which
Company granted Holder the right to purchase up to 600,000 shares of Common
Stock on the terms set forth therein; and
WHEREAS, the Company and the Holder desire to provide for certain
arrangements with respect to the registration under the Securities Act of the
shares of Common Stock purchased pursuant to the Warrant (such purchased shares,
the "Shares");
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:
1. Certain Definitions.
As used in this Agreement, the following terms shall have the following
respective meanings:
"Agreement" shall have the meaning specified in the preamble to this
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Agreement.
"Common Stock" means the common stock, no par value per share, of the
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Company.
"Company" shall have the meaning specified in the preamble to this
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Agreement
"Demand Registration Statement" shall have the meaning specified in Section
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2.1(a) of this Agreement.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, or
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any successor federal statute, and the rules and regulations of the SEC
issued under such Act, as they each may, from time to time, be in effect.
"Form S-3" means a Registration Statement on Form S-3 (or any registration
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form under the Securities Act subsequently adopted by the SEC which
similarly permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC) and
includes the use of such form for offerings of the Shares on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act.
"Holder" means Four Corners Capital Partners, LP, a Texas limited
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partnership.
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"Indemnified Party" shall have the meaning specified in Section 2.5(c) of
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this Agreement.
"Indemnifying Party" shall have the meaning specified in Section 2.5(c) of
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this Agreement.
"Prospectus" means the prospectus included in any Registration Statement,
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as amended or supplemented by an amendment or prospectus supplement,
including post-effective amendments, and all material incorporated by
reference or deemed to be incorporated by reference in such Prospectus.
"Registration Statement" means a registration statement filed by the
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Company with the SEC for a public offering and sale of securities of the
Company (other than a registration statement on Form S-8 or Form S-4, or
its successors, or any registration statement covering only securities
proposed to be issued in exchange for securities or assets of another
corporation).
"Registration Expenses" means the expenses described in Section 2.4.
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"Registrable Shares" means (i) all Shares and (ii) any other shares of
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Common Stock issued in respect of such Shares (because of stock splits,
stock dividends, reclassifications, recapitalizations, or similar events);
provided, however, that shares of Common Stock which are Registrable Shares
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shall cease to be Registrable Shares upon any sale pursuant to a
Registration Statement or Rule 144 under the Securities Act.
"SEC" means the Securities and Exchange Commission, or any other federal
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agency at the time administering the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended, or any
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successor federal statute, and the rules and regulations of the SEC issued
under such Act, as they each may, from time to time, be in effect.
"Selling Stockholder" means the Holder owning Registrable Shares included
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in a Registration Statement.
"Shares" shall have the meaning specified in the recitals to this
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Agreement.
"Warrant" shall have the meaning specified in the recitals to this
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Agreement.
2. Registration Rights.
2.1 Required Registrations.
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(a) Subject to the limitations set forth below, the Holder
may demand, in writing, that the Company file and cause to
be declared effective a Registration Statement on form S-3
(a "Demand Registration Statement") covering any or all of
the Registrable Shares held by such Holder. The Company
shall use its reasonable best efforts to
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file and cause such Demand Registration Statement to become
effective as soon as possible following filing thereof, but
not later than 75 days following such demand for
registration and shall keep the Demand Registration
Statement effective for so long as the offering thereunder
has not been completed (but in no event longer than 180 days
from the effective date of the Demand Registration
Statement). The Holder is entitled to demand that the
Company file and cause to be declared effective a
Registration Statement on 4 separate occasions.
Notwithstanding anything to the contrary, no demand shall be
deemed to have been made pursuant to this Section 2.1 unless
and until a Demand Registration Statement in respect of such
demand shall have become effective and (i) such Demand
Registration Statement will not have become subject to a
stop order, injunction or other order or requirement of the
SEC or other governmental agency or court, (ii) all of the
conditions to closing specified in the underwriting
agreement or purchase agreement entered into in connection
with such Demand Registration Statement, if any, will have
been satisfied, other than the failure to so satisfy as a
result of some act or omission by the Holder.
(b) [Intentionally blank]
(c) If Holder intends to distribute the Registrable Shares
covered by their request by means of an underwriting, they
shall so advise the Company as a part of their request made
pursuant to Section 2.1(a) The securities of the Company
held by holders other than Holder shall be excluded from
such registration and underwriting to the extent deemed
advisable by the managing underwriter.
(d) The Selling Stockholders shall have the right to select the
managing underwriter(s) for any underwritten offering
requested pursuant to Section 2.1, subject to the approval
of the Company, which approval will not be unreasonably
withheld.
(e) The Company shall not be required to effect more than four
(4) registrations pursuant to Section 2.1 and shall not be
required to file a Demand Registration Statement within six
months after the effective date of any Demand Registration
Statement relating to any prior demand registration.
(f) The Company shall not be required to file a Demand
Registration Statement pursuant to Section 2.1 if the
Company is unable, for any reason, to register such
Registrable Shares or Form S-3 or (ii) with respect to
Registrable Shares requested by any Selling Stockholder to
be registered, all of which can be sold in the
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immediately following 3 month period pursuant to Rule 144 of
the Securities Act.
(g) If at the time of any request to register Registrable Shares
pursuant to this Section 2.1, the Company is engaged in any
activity or transaction or preparations or negotiations for
any activity or negotiation that the Company desires to keep
confidential for business reasons, and the board of
directors of the Company determines in good faith that the
public disclosure requirements imposed on the Company would
require disclosure of such activity or transaction, then the
Company may defer such registration for a period not in
excess of 90 days from the date of the demand request;
provided, that such right to delay a request may be
exercised by the Company not more than once in any 12-month
period.
2.2 Incidental Registration.
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(a) Whenever the Company proposes to file a Registration
Statement (other than a Registration Statement filed
pursuant to Section 2.1) at any time and from time to time,
it will at least 30 days prior to such filing, give written
notice to Holder of its intention to do so. Upon the written
request of Holder given within 20 days after the Company
provides such notice (which request shall state the intended
method of disposition of such Registrable Shares), the
Company shall cause all Registrable Shares which the Company
has been requested by such Holder to register to be
registered under the Securities Act to the extent necessary
to permit their sale or other disposition in accordance with
the intended methods of distribution specified in the
request of such Holder; provided that the Company shall have
the right to postpone or withdraw any registration effected
pursuant to this Section 2.2 without obligation to Holder.
If Holder decides not to include all its Registrable Shares
in any Registration Statement thereafter filed by the
Company under this Section 2.2, such Holder shall
nevertheless continue to have the right to include any
Registrable Shares in any subsequent Registration
Statement(s) as may be filed by the Company with respect to
the offerings of its securities, all upon the terms and
conditions set forth herein.
(b) If the registration for which the Company gives notice
pursuant to Section 2.2(a) is a registered public offering
involving an underwriting, the Company shall so advise
Holder as a part of the written notice given pursuant to
Section 2.2(a). In such event, the right of any Holder to
include its Registrable Shares in such registration pursuant
to Section 2.2 shall be conditioned upon such Holder's
participation in such underwriting on the terms set forth
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herein. Holder proposing to distribute securities through
such underwriting shall enter into an underwriting agreement
in customary form with the underwriter or underwriters
selected for the underwriting by the Company.
Notwithstanding any other provision of this Section 2.2, if
the managing underwriter determines in good faith that the
inclusion of all shares requested to be registered would
adversely affect the offering, the Company may limit the
number of Registrable Shares to be included in the
registration and underwriting as set forth herein. The
Company shall so advise all holders of registrable shares
requesting registration, and the number of shares that are
entitled to be included in the registration and underwriting
shall be allocated in the following manner. The securities
of the Company held by all stockholders requesting
registration of shares of Common Stock shall be allocated
among all stockholders requesting registration in
proportion, as nearly as practicable, to the respective
number of shares that were requested to be included in such
registration. If any holder of registrable shares
disapproves of the terms of any such underwriting, such
person may elect to withdraw therefrom by written notice to
the Company, and any registrable shares excluded or
withdrawn from such underwriting shall be withdrawn from
such registration and reallocated among any remaining
selling stockholders in accordance with the immediately
preceding sentence.
(c) Notwithstanding the foregoing, the Company shall not be
required, pursuant to this Section 2.2, to include any
Registrable Shares in a Registration Statement if all
Registrable Shares proposed to be sold by such Selling
Stockholder can be sold by within the immediately following
3 month period pursuant to Rule 144 under the Securities
Act.
2.3 Registration Procedures.
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(a) If and whenever the Company is required by the provisions of
this Agreement to effect the registration of any Registrable
Shares under the Securities Act, the Company shall:
(i) file with the SEC a Registration Statement with respect to
such Registrable Shares and use its reasonable best efforts
to cause that Registration Statement to become effective as
soon as possible;
(ii) as expeditiously as possible prepare and file with the SEC
any amendments and supplements to the Registration Statement
and the prospectus included in the Registration Statement as
may be necessary to comply with the provisions of the
Securities Act (including the anti-fraud provisions thereof)
and to keep the
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Registration Statement effective for 180 days from the
effective date or such lesser period until all such
Registrable Shares are sold;
(iii) as expeditiously as possible furnish to each selling
stockholder such reasonable numbers of copies of the
Prospectus, including any preliminary Prospectus, in
conformity with the requirements of the Securities Act, and
such other documents as such selling stockholder may
reasonably request in order to facilitate the public sale or
other disposition of the Registrable Shares owned by such
selling stockholder;
(iv) as expeditiously as possible use its reasonable best efforts
to register or qualify the Registrable Shares covered by the
Registration Statement under the securities or Blue Sky laws
of such states as the Holder shall reasonably request, and
do any and all other acts and things that may be necessary
or desirable to enable the Holder to consummate the public
sale or other disposition in such states of the Registrable
Shares owned by the Holder; provided, however, that the
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Company shall not be required in connection with this
paragraph (iv) to qualify as a foreign corporation or
execute a general consent to service of process in any
jurisdiction;
(v) as expeditiously as possible, cause all such Registrable
Shares to be listed on each securities exchange or automated
quotation system on which similar securities issued by the
Company are then listed;
(vi) promptly provide a transfer agent and registrar for all such
Registrable Shares not later than the effective date of such
Registration Statement;
(vii) as expeditiously as possible, notify Holder, promptly after
it shall receive notice thereof, of the time when such
Registration Statement has become effective or a supplement
to any Prospectus forming a part of such Registration
Statement has been filed; and
(viii) as expeditiously as possible following the effectiveness
of such Registration Statement, notify each seller of such
Registrable Shares of any request by the SEC for the
amending or supplementing of such Registration Statement or
Prospectus.
(b) If the Company has delivered a Prospectus to the Holder and after
having done so the Prospectus is amended to comply with the
requirements of the Securities Act, the Company shall promptly
notify the Holder and, if requested, the Holder shall immediately
cease making offers of Registrable Shares and return all
Prospectuses to the Company. The
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Company shall as promptly as possible provide the Holder with
revised Prospectuses and, following receipt of the revised
Prospectuses, the Holder shall be free to resume making offers of
the Registrable Shares.
(c) In the event that, in the judgment of the Company, it is
advisable to suspend use of a Prospectus included in a
Registration Statement due to pending material developments or
other events that have not yet been publicly disclosed and as to
which the Company believes public disclosure would be detrimental
to the Company, the Company shall notify Holder to such effect,
and, upon receipt of such notice, each such Selling Stockholder
shall immediately discontinue any sales of Registrable Shares
pursuant to such Registration Statement until such Holder has
received copies of a supplemented or amended Prospectus or until
such Holder is advised in writing by the Company that the then
current Prospectus may be used and has received copies of any
additional or supplemental filings that are incorporated or
deemed incorporated by reference in such Prospectus. Following
public disclosure (or other resolution eliminating the need for
such public disclosure) of the development or event that caused
suspension of the use of a Prospectus, the Company shall use its
reasonable best efforts to update or supplement any Prospectus as
soon as practicable so as to enable Selling Stockholders to
resume use thereof.
2.4 Allocation of Expenses. The Company will pay all Registration
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Expenses for all registrations under this Agreement. For purposes of this
Section, the term "Registration Expenses" shall mean all expenses incurred by
the Company in complying with this Agreement, including, without limitation, all
registration and filing fees, exchange listing fees, printing expenses, fees and
expenses of counsel for the Company, fees and expenses of counsel for the
Selling Stockholders not to exceed $25,000 for each occurrence of a registration
hereunder, state Blue Sky fees and expenses, and the expense of any special
audits or other accounting fees incident to or required by any such
registration, but excluding underwriting commissions and expenses and any costs
and expenses of any counsel retained by Selling Stockholders in excess of
$25,000 for each occurrence of a registration hereunder.
2.5 Indemnification and Contribution.
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(a) In the event of any registration of any of the Registrable Shares
under the Securities Act pursuant to this Agreement, the Company
will indemnify and hold harmless each Holder, each underwriter of
such Registrable Shares, and each other person, if any, who
controls such Holder or underwriter within the meaning of the
Securities Act or the Exchange Act against any losses, claims,
damages or liabilities, joint or several, to which such Holder,
underwriter or controlling person may become subject under the
Securities Act, the Exchange Act, state securities or Blue Sky
laws or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of
any material fact contained in or incorporated by reference in
any Registration Statement under which such Registrable
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Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration
Statement, or arise out of or are based upon the omission or
alleged omission to state 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, or any
violation by the Company of any rule or regulation promulgated
under the Securities Act or Exchange Act applicable to Company
and relating to action or inaction required of Company in
connection with such registration; and the Company will promptly
reimburse such Holder, underwriter and each such controlling
person for any legal or any other expenses reasonably incurred by
such Holder, underwriter or controlling person in connection with
investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not
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be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any
untrue statement or omission made in such Registration Statement,
preliminary prospectus or prospectus, or any such amendment or
supplement, in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such
Holder, underwriter or controlling person expressly for use in
the preparation thereof.
(b) In the event of any registration of any of the Registrable Shares
under the Securities Act pursuant to this Agreement, Holder, will
indemnify and hold harmless the Company, each of its directors
and officers and each underwriter (if any) and each person, if
any, who controls the Company or any such underwriter within the
meaning of the Securities Act or the Exchange Act, against any
losses, claims, damages or liabilities, joint or several, to
which the Company, such directors and officers, underwriter or
controlling person may become subject under the Securities Act,
Exchange Act, state securities or Blue Sky laws or otherwise,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact
contained in or incorporated by reference in any Registration
Statement under which such Registrable Shares were registered
under the Securities Act, any preliminary prospectus or final
prospectus contained in the Registration Statement, or any
amendment or supplement to the Registration Statement, or arise
out of or are based upon any omission or alleged omission to
state 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, or any violation by the
Selling Stockholder of any rule or regulation promulgated under
the Securities Act or Exchange Act applicable to Selling
Stockholder and relating to action or inaction required of
Selling Stockholder in connection with such registration, in each
case to the extent (and only to the extent) the statement or
omission was made in reliance upon and in conformity
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with written information relating to such Selling Stockholder
furnished to the Company by or on behalf of such Selling
Stockholder for the express purpose of its use in connection with
the preparation of such Registration Statement, prospectus,
amendment or supplement; provided, however, that the obligations
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of Holder hereunder shall be limited to an amount equal to the
net proceeds actually received by such Holder of Registrable
Shares sold in connection with such registration.
(c) Each party entitled to indemnification under this Section 2.5
(the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly
after such Indemnified Party has actual knowledge of any claim as
to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided, that counsel for the
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Indemnifying Party, who shall conduct the defense of such claim
or litigation, shall be approved by the Indemnified Party (whose
approval shall not be unreasonably withheld); and, provided,
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further, that the failure of any Indemnified Party to give notice
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as provided herein shall not relieve the Indemnifying Party of
its obligations under this Section except to the extent that the
Indemnifying Party is materially adversely prejudiced by such
failure. The Indemnified Party may participate in such defense at
such party's expense; provided, however, that the Indemnifying
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Party shall pay such expense if representation of such
Indemnified Party by the counsel retained by the Indemnifying
Party would be inappropriate due to actual or potential differing
interests between the Indemnified Party and any other party
represented by such counsel in such proceeding; provided further
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that in no event shall the Indemnifying Party be required to pay
the expenses of more than one law firm per jurisdiction as
counsel for the Indemnified Party. The Indemnifying Party also
shall be responsible for the expenses of such defense if the
Indemnifying Party does not elect to assume such defense. No
Indemnifying Party, in the defense of any such claim or
litigation shall, except with the consent of each Indemnified
Party, 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 Party of a release from all liability in respect of
such claim or litigation, and no Indemnified Party shall consent
to entry of any judgment or settle such claim or litigation
without the prior written consent of the Indemnifying Party,
which consent shall not be unreasonably withheld.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this
Section 2.5 is due in accordance with its terms but for any
reason is held to be unavailable to an Indemnified Party in
respect to any losses, claims, damages and liabilities referred
to herein, then the Indemnifying Party shall, in lieu of
indemnifying such Indemnified Party, contribute to the amount
paid or payable by such Indemnified Party as a result of such
losses, claims,
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damages or liabilities to which such party may be subject in such
proportion as is appropriate to reflect the relative fault of the
Company on the one hand and the Holder on the other in connection
with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault of the Company and
the Holder shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of
material fact related to information supplied by the Company or
the Holder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement
or omission. The Company and the Holder agree that it would not
be just and equitable if contribution pursuant to this Section
2.5 were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions
of this paragraph of Section 2.5, (a) in no case shall Holder be
liable or responsible for any amount in excess of the net
proceeds received by such Holder from the offering of Registrable
Shares and (b) the Company shall be liable and responsible for
any amount in excess of such proceeds; provided, however, that no
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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. Any party entitled to contribution
will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which
a claim for contribution may be made against another party or
parties under this Section, notify such party or parties from
whom contribution may be sought, but the omission so to notify
such party or parties from whom contribution may be sought shall
not relieve such party from any other obligation it or they may
have thereunder or otherwise under this Section. No party shall
be liable for contribution with respect to any action, suit,
proceeding or claim settled without its prior written consent,
which consent shall not be unreasonably withheld.
2.6 Other Matters with Respect to Underwritten Offerings. In the
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event that Registrable Shares are sold pursuant to a Registration Statement in
an underwritten offering pursuant to Section 2.1, the Company agrees to (a)
enter into an underwriting agreement containing customary representations and
warranties with respect to the business and operations of the Company and
customary covenants and agreements to be performed by the Company, including
without limitation customary provisions with respect to indemnification by the
Company of the underwriters of such offering; (b) use its reasonable best
efforts to cause its legal counsel to render customary opinions to the
underwriters with respect to the Registration Statement; and (c) use its
reasonable best efforts to cause its independent public accounting firm to issue
customary "cold comfort letters" to the underwriters with respect to the
Registration Statement.
2.7 Information by Holder. Each holder of Registrable Shares
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included in any registration shall furnish to the Company such information
regarding such holder and the
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distribution proposed by such holder as the Company may reasonably request and
as shall be required in connection with any registration, qualification or
compliance referred to in this Agreement.
2.8 "Stand-Off" Agreement; Confidentiality of Notices. Each
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Selling Stockholder, if requested by the Company and the managing underwriter of
an underwritten public offering by the Company of Common Stock, shall not sell
or otherwise transfer or dispose of any Registrable Shares or other securities
of the Company held by such Stockholder for a period of 90 days following the
effective date of a Registration Statement; provided that all stockholders of
the Company then holding at least 5% of the outstanding Common Stock and all
officers and directors of the Company enter into similar agreements. Any
Stockholder receiving any written notice from the Company regarding the
Company's plans to file a Registration Statement shall treat such notice
confidentially and shall not disclose such information to any person other than
as necessary to exercise its rights under this Agreement.
2.9 Reports under the Exchange Act; Rule 144 Reporting. The
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Company agrees to:
(a) Make and keep public information available, as those terms are
understood and defined in SEC Rule 144 or any similar or analogous
rule promulgated under the Securities Act, at all times after the date
hereof; and
(b) Use its reasonable best efforts to file with the SEC, in a timely
manner, all reports and other documents required by the Company under
the Securities Act and the Exchange Act.
2.10 [Intentionally Blank].
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2.11 Assignment of Registration Rights. The rights to cause
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the Company to register Registrable Securities pursuant to this Agreement may
not be assigned by Holder.
3. General.
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(a) Severability. The invalidity or unenforceability of any provision
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of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.
(b) Specific Performance. In addition to any and all other remedies
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that may be available at law in the event of any breach of this
Agreement, Holder shall be entitled to specific performance of the
agreements and obligations of the Company hereunder and to such other
injunctive or other equitable relief as may be granted by a court of
competent jurisdiction.
(c) Governing Law. This Agreement shall be governed by and construed
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in accordance with the internal laws of the State of New Jersey
(without reference to the conflicts of law provisions thereof).
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(d) Notices. All notices, requests, consents, and other communications
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under this Agreement shall be in writing and shall be deemed delivered
(i) two business days after being sent by registered or certified
mail, return receipt requested, postage prepaid or (ii) one business
day after being sent via a reputable nationwide overnight courier
service guaranteeing next business day delivery, in each case to the
intended recipient as set forth below:
If to the Company, at Measurement Specialties, Inc., 00 Xxxxxx Xxxxx
Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, Attention: Xxxx Xxxxxxx; with a
copy to, XxXxxxxx & English, LLP, Four Gateway Center, 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000, Attention: Xxxxxxx Xxxxxxxx, Esq.;
or
If to the Holder, at 00000 Xxxx Xxxx, #0000, Xxxxxx, Xxxxx 00000,
Attention: Xxxxx Xxxxxxx.
Any party may give any notice, request, consent or other communication
under this Agreement using any other means (including, without
limitation, personal delivery, messenger service, telecopy, first
class mail or electronic mail), but no such notice, request, consent
or other communication shall be deemed to have been duly given unless
and until it is actually received by the party for whom it is
intended. Any party may change the address to which notices, requests,
consents or other communications hereunder are to be delivered by
giving the other parties notice in the manner set forth in this
Section.
(e) Complete Agreement. This Agreement constitutes the entire
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agreement and understanding of the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and
understandings relating to such subject matter.
(f) Amendments and Waivers. Any term of this Agreement may be amended
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or terminated and the observance of any term of this Agreement may be
waived with respect to all parties to this Agreement (either generally
or in a particular instance and either retroactively or
prospectively), with the written consent of the party granting such
waiver No waivers of or exceptions to any term, condition or provision
of this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term,
condition or provision.
(g) Pronouns. Whenever the context may require, any pronouns used in
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this Agreement shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall
include the plural, and vice versa.
(h) Counterparts; Facsimile Signatures. This Agreement may be executed
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in any number of counterparts, each of which shall be deemed to be an
original, and all of which together shall constitute one and the same
document. This Agreement may be executed by facsimile signatures.
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(i) Section Headings. The section headings are for the convenience of
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the parties and in no way alter, modify, amend, limit or restrict the
contractual obligations of the parties.
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IN WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the date first written above.
COMPANY:
MEASUREMENT SPECIALTIES, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Chief Financial Officer and Secretary
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FOUR CORNERS CAPITAL PARTNERS, LP
By: Four Corners Capital Partners, LLC
Its: General Partner
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, Member
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