Exhibit 2
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement, dated as of December 29, 1992
between Vornado, Inc., a Delaware corporation (the "Company"), and Xxxxxx Xxxx
("Shareholder").
WHEREAS, the Board of Directors has requested Shareholder to
exercise his option for 1,000,000 shares of the Company's Common Stock, par
value $.04 per share (the "Option") in order to entitle the company to a
$11,000,000 reduction in its taxes; and
WHEREAS, Shareholder has requested the Company to provide him
with registration rights with respect to the shares to be received by him upon
exercise of the Option;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. The following terms, as used
herein, have the following meanings.
"Commission" means the U.S. Securities and Exchange
Commission.
"Demand Registration" means a Demand Registration as defined
in Section 2.1.
"Common Stock" means common stock, par value $.04 per share,
of the Company.
"Incidental Registration" means an Incidental Registration as
defined in Section 2.2.
"Registrable Securities": means the 1,000,000 shares of
common stock acquired by Shareholder upon exercise of the option.
"Securities Act" - Securities Act of 1933, as amended, or
any successor statute.
"Underwriter" means a securities dealer who purchasers any
Registrable Securities as principal and not as part of such dealer's
market-making activities.
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ARTICLE II
REGISTRATION RIGHTS
SECTION 2.1. Demand Registration. (a) Subject to the terms
and conditions of this Agreement, shareholder may make a written request for
registration under the securities beneficially or of record owned by him (a
"Demand Registration").
(b) The Company shall not have the right to include any of the
Company's securities in any registration initiated as a Demand Registration
without the prior written consent of Shareholder.
(c) Shareholder shall have the right to select the investment
banker or bankers and managers to administer the offering: provided, however,
that such investment banker or bankers and managers shall be reasonably
satisfactory to the Company. Shareholder shall (together with the Company) enter
into an underwriting agreement in such customary form as shall have been
negotiated and agreed to by Shareholder and the Company with the Underwriter or
Underwriters selected for such underwriting by Shareholder.
SECTION 2.2. Incidental Registration. (a) subject to the terms
and conditions of this Agreement, if the company proposes to file a Registration
Statement under the Securities Act relating to an underwritten public offering
of shares of common stock (other than a Registration Statement on Form S-4 or
Form S-5) to be offered for its own account or the account of others, the
Company shall (i) provide written notice of the proposed offering to
Shareholder, setting forth a description of the intended method of distribution
(the "Incidental Registration Notice"), and (ii) use its reasonable best efforts
to register pursuant to such Registration Statement (an "Incidental
Registration") such number of Registrable Securities as shall be specified in a
written request by Shareholder made within 20 days after receipt of such written
notice from the Company.
(b) Shareholder shall (together with the Company) enter into
an underwriting agreement in such form as shall have been negotiated and agreed
to by the Company with the Underwriter or Underwriters selected for such
underwriting by the Company.
(c) Notwithstanding the foregoing, if at any time after giving
written notice to Shareholder of its proposal to file a Registration Statement
pursuant to Section 2.2(a) hereof and prior to the effective date of such
Registration Statement, the Company shall determine for any reason not to
register the securities proposed to be covered thereby, the Company may, at its
election, give written notice of such determination to Shareholder and thereupon
shall be relieved of its obligation to register any Registrable Securities in
connection with such registration (but not from its obligation to pay certain
expenses in connection therewith as provided in Section 3.2), without prejudice,
however, to the rights Shareholder otherwise may have to request that such
registration be effected under Section 2.1.
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ARTICLE III
REGISTRATION PROCEDURES
SECTION 3.1. FILINGS: INFORMATION. Whenever Shareholder
requests that any Registrable Securities be registered pursuant to Section 2.1
hereof, the Company will, subject to the terms and provisions hereof, use its
reasonable best efforts to effect the registration of such Registrable
Securities as quickly as practicable, and in connection with each such request:
(a) The Company will as expeditiously as possible prepare and
file with the Commission a registration statement on any form for which
the Company then qualifies and which counsel for the Company shall deem
appropriate and available for the sale of the Registrable Securities to
be registered thereunder in accordance with the intended method of
distribution thereof, and use its reasonable best efforts to cause such
filed registration statement to become and remain effective for such
reasonable period as Shareholder may request.
(b) The Company will, prior to filing such registration
statement or any amendment or supplement thereto, furnish to
Shareholder and each managing underwriter, if any, copies thereof, and
thereafter furnish to Shareholder and each such Underwriter, if any,
such number of copies of such registration statement, each amendment
and supplement thereto (in each case including all exhibits thereto and
documents incorporated by reference therein) and the prospectus
included in such registration statement (including each preliminary
prospectus) as Shareholder or such Underwriter may reasonable request
in order to facilitate the sale of the Registrable Securities.
(c) After filing of the registration statement, the Company
will promptly notify Shareholder of any stop order issued or, to the
knowledge of the Company, threatened to be an issue by the Commission
and will promptly take all necessary actions required to prevent the
entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to
register or to qualify the Registrable Securities for offer and sale
under such other securities or blue sky laws of such jurisdictions in
the United States as Shareholder reasonably (in light of Shareholder's
intended plan of distribution) requests; provided that the Company will
not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but
for this paragraph (d), (ii) subject itself to taxation in any such
jurisdiction or (iii) file any general consent to service or process in
any such jurisdiction.
(e) The Company will, as promptly as practicable, notify
Shareholder, at any time when a prospectus relating to the registration
of Registrable Securities pursuant to
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Article II hereof is required by law to be delivered in connection with
sales by an Underwriter or dealer, if for any reason the prospectus
requires a supplement or amendment thereto so that, as thereafter
delivered to the purchasers of such Registrable Securities, such
prospectus will not contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, and as promptly as
practicable make available to Shareholder and to the Underwriters any
such supplement or amendment. Shareholder agrees that, upon receipt of
any notice from the Company of the occurrence of any event of the kind
described in the preceding sentence, Shareholder will forthwith
discontinue the offer and sale of Registrable Securities pursuant to
the registration statement covering such Registrable Securities until
receipt of the copies of such supplemented or amended prospectus and,
if so directed by the Company, Shareholder will deliver to the Company
all copies, other then permanent file copies than in Shareholder's
possession, of the most recent prospectus covering such Registrable
Securities at the time of receipt of such notice.
(f) The Company will enter into customary agreements
(including an underwriting agreement in customary form and satisfactory
in form and substance to the Company in its reasonable judgment) and
take such other actions as are reasonably required in order to expedite
or facilitate the sale of such Registrable Securities, provided that
any such underwriting agreement shall contain an agreement of the
underwriter(s) to indemnify and hold harmless the Company against any
and all leases, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in
any registration statement or prospectus relating to the Registrable
Securities if a copy of the current prospectus, as amended and
supplemented, was furnished to the Underwriter(s) and/or each
Shareholder by the Company but was not provided to a purchaser and such
current prospectus would have cured the defect giving rise to such
loss, claim, damage or liability, or shall contain a substantially
similar agreement acceptable to the Company.
It shall be a condition precedent to the obligation of the
Company to take any action pursuant to this Agreement in respect of the
securities which are to be registered at the request of any Shareholder of
Registrable Securities that Shareholder shall furnish to the Company such
information regarding Shareholder, the securities held by Shareholder and the
intended method of disposition thereof as the Company shall reasonably request
and as shall be required in connection with the action taken by the Company.
SECTION 3.2. Registration Expenses. In connection with any
Demand Registration and any Incidental Registration, the Company shall (except
as otherwise specifically provided herein) pay all out-of-pocket expenses of the
Company incurred in connection with such registration (the "Registration
Expenses"), including without limitation; (i) all filing fees with the
commission, (ii) fees and expenses of compliance with securities or blue sky
laws (including fees and disbursements of counsel in connection with blue sky
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qualifications of the Registrable Securities), (iii) printing expenses, (iv)
fees and expenses of counsel and independent certified public accountants for
the Company and (v) the reasonable fees and expenses of any additional experts
retained by the Company in connection with such registration. In addition, in
connection with any Demand Registration and any Incidental Registration,
shareholder shall pay any underwriting xxxx, discounts or commissions
attributable to the sale of Registrable Securities by Shareholder, and any
out-of-picket expenses of Shareholder, including Shareholder's counsel's fees
and expenses, and the Company shall pay internal Company expenses (including,
without limitation, all salaries and expenses or its officers and employees
performing legal or accounting duties) -
SECTION 3.3. Indemnification. In connection with any Demand
or Incidental Registration hereunder, Shareholder and the Company shall enter
into customary indemnification agreements.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. Provision of Information. Shareholder shall
complete and execute all such questionnaires, powers of attorney, underwriting
agreements and other documents as the Company shall reasonably request in
connection with a Demand Registration or Incidental Registration.
SECTION 4.2. Rule 144. The Company covenants that it will use
reasonable best efforts to file any reports required to be filed by it under the
Securities Act and the Exchange Act and that it will take such further action as
Shareholder may reasonably request, all to the extent required from time to time
to enable Shareholder to sell 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 Commission.
SECTION 4.3. Severability. If any one or more of the
provisions of this Agreement shall be held to be invlaid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions of this Agreement shall not be affected thereby. To the extent
permitted by applicable law, each party waives any provision of law which
renders any provision of this Agreement invlaid, illegal or unenforceable in any
respect.
SECTION 4.4. Further Assurances. Subject to the specific terms
of this Agreement, Shareholder and the Company shall make, execute, acknowledge
and deliver such other instruments and documents, and take all such other
actions, as may be reasonably required in order to effectuate the purposes of
this Agreement and to consummate the transactions contemplated hereby.
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SECTION 4.5. Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of and be enforceable by and against
the successors and assigns of the parties hereto. No right or obligation
hereunder shall be assignable without the consent of the other party hereto, and
any such purported assignement shall be void, provided, that Shareholder may at
any time and from time to time assign all or part of his rights and obligations
hereunder to any member of his immediate family, any trust established in whole
or part for the benefit of any such member, and/or any other entity all of the
equity of which is owned by Shareholder, any such member and/or any such trust.
SECTION 4.6. Entire Agreement; Modification. This Agreement
contains the entire understanding among the parties and supersedes all
agreements and understandings entered into prior to the execution hereof.
SECTION 4.7. Notices. All notices and other communications
provided for hereunder shall be in writing and shall be by facsimile or sent by
registered mail, postage prepaid as follows:
(i) if to the Company:
Vornado, Inc.
Park 00 Xxxx, Xxxxx XX
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
with a copy to:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxxxxxx
Fax Number: (000) 000-0000
(ii) if to Shareholder:
Xxxxxx Xxxx
Vornado, Inc.
Park 00 Xxxx, Xxxxx XX
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
SECTION 4.8. Governing Law. This Agreement shall be governed
by and construed in accordance with the substantive law of the State of New
Jersey withoug giving effect to the principles of conflict of laws thereof.
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SECTION 4.9. Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
SECTION 4.10. Effect of Headings. The section headings
herein are for convenience only and shall not affect the construction thereof.
SECTION 4.11. Term. This Agreement shall remain in effect
for as long as Shareholder holds any Registrable Securities.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
VORNADO, INC.
By /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Secretary
/s/Xxxxxx Xxxx
Xxxxxx Xxxx
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