EXHIBIT C
SHAREHOLDERS AGREEMENT
OF
WORLD WIRELESS COMMUNICATIONS, INC.
Agreement made as of the 21st day of May 1997, by and among World Wireless
Communications, Inc., a Nevada corporation currently having its office and
principal place of business at 000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxx
Xxxx, Xxxx 00000 (the "Corporation"), Digital Radio Communications Corporation,
a Utah corporation currently having its principal place of business at 000 Xxxx
Xxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxx, Xxxxxx Xxxxxx, residing at 000 Xxxx 000
Xxxxx, Xxxx, Xxxx 00000, Xxxxxxx X. Xxxxxxx, Xx., residing at RD # 1, Xxx 000,
Xxxxxxxxx, Xxxx 00000, and Xxxxxxx X. Xxxxxx, residing at 000 Xxxx 0000 Xxxxx
Xxxxxxxx Xxxx, Xxxx 00000 (each such person or entity, together with all such
other former shareholders of Digital Radio Communications Corporation, a Utah
corporation ("Digital") listed in Schedule A attached hereto and such other
persons or entities subsequently becoming parties to this Agreement by virtue of
the exercise of options granted to them by Digital after the Effective Date (as
defined herein), hereinafter shall be referred to individually as a
"Shareholder" and collectively as the "Shareholders").
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WHEREAS, upon the Closing (the "Effective Date"), as defined in the
Agreement and Plan of Merger by and among the Corporation, Wireless Acquisitions
Corp.("Newco") and Digital dated as of May 21, 1997, the Shareholders will
collectively own approximately 18.9% of the issued and outstanding, shares of
common stock, $.001 par value per share, of the Corporation (shares of such
common stock, together with shares of common subsequently acquired by the
parties, being referred to as the "Shares" and collectively as the "Stock");
WHEREAS, upon the Effective Date, the Corporation and the Shareholders
desire to provide for certain registration rights for the Stock of the
Corporation or any interest therein now or hereafter owned by the Shareholders;
WHEREAS, upon the Effective Date, the Corporation and the Shareholders
desire to facilitate the continuity of the management of the Corporation and
Digital following its merger with and into Newco;
NOW, THEREFORE, effective upon the Effective Date, in consideration of the
mutual covenants and conditions herein contained, each of the parties hereby
agrees as follows:
1. Voting of Stock; Directors.
1.1 The Shareholders hereby agree with one another that they will, at all
times, vote their respective Shares, commencing on the Effective Date and
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continuing until the first annual meeting of the shareholders of the
Corporation, so as to effectuate the election of solely the following persons as
directors of the Corporation:
(a) Xxxxx Xxxxxx,
(b) Xxxxxxxx Xxxx,
(c) Xxxxx Xxxxxxxxx,
(d) Xxxx X. Xxxxx, and
(e) Xxxxxx Xxxxxx.
1.2 The Corporation hereby agrees that it will, at all times, vote all of
its shares of the capital stock of Digital, commencing on the Effective Date and
continuing until the Corporation owns none of the capital stock of Digital, so
as to effectuate the election of solely the following persons as directors of
the Corporation:
(a) Xxxxx Xxxxxx;
(b) Xxxxxx Xxxxxx; and
(c) Xxxxxxx X. Xxxxxxx,
1.3 (a) In the event the size of the Board of Directors of Digital is
increased from time to time or Xxxxxx Xxxxxx or Xxxxxxx X. Xxxxxxx, Xx., shall
not be serving as directors, Digital, acting through Xxxxxx Xxxxxx and Xxxxxxx
X. Xxxxxxx, Xx., jointly, or, by the sole director of the two of them if only
one of them is then serving
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as a director, shall have the right to designate additional persons to serve as
members of the Board of Directors, so that, in all events, Digital's designees
constitute 75% of the members of the Board of Directors of Digital and the
Corporation's designees constitute 25% of the members of the Board of Directors
of the Corporation.
(b) In the event of the death of Xxxxxx Xxxxxx or Xxxxxxx X. Xxxxxxx,
Xx., the survivor of them shall have the right to appoint a director to replace
the deceased director pursuant to Section 1.3(a) hereof, and upon the death of
the survivor of them, the last person or persons so appointed a director or
directors shall have the right provided herein to appoint a director in such
decedent's place.
2. Officers.
2.1 The Shareholders hereby agree to use their best efforts to cause
the Board of Directors to appoint the following person as an officer of the
Corporation, to hold the office or offices set opposite his name, for the period
commencing on the Effective Date and continuing until all of the Shareholders
own no Stock: Xxxxx Xxxxxx, President and Chief Executive Officer.
2.2 The Corporation hereby agrees to cause the Board of Directors of
Digital to appoint the following persons as officers of Digital, to hold the
office or offices set opposite their respective names, for the period commencing
on the Effective Date and continuing until all of the Shareholders own no Stock:
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(a) Xxxxxx Xxxxxx, President
(b) Xxxxxxx X. Xxxxxxx, Xx., Chief Financial Officer and (c) Xxxxx
Xxxxxx, Secretary.
3. Voting.
3.1 The Shareholders and the Corporation shall vote at all corporate
meetings so as to effectuate the terms and provisions of this Agreement.
4. Other Activities.
4.1 Neither this Agreement nor any activity on behalf of the
Corporation or Digital shall prevent the Shareholders from engaging in any other
activities or businesses or from making any other investments. In no event shall
any of the Shareholders be obligated to account to the other Shareholders of the
Corporation, to the Corporation or to Digital, for any profits or other benefits
derived from such permitted activities, businesses or investments or be under
any obligation to offer to the other Shareholders of the Corporation, the
Corporation or Digital an interest in any such permitted activity business or
investment, and any income realized may therefrom be retained by such
Shareholder for his or her own account.
4.2 The fact that a Shareholder is directly or indirectly interested
in any person, firm or corporation employed or retained by the Corporation or
Digital to render or perform a service, or to or from whom the Corporation or
Digital may
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purchase, sell, license or lease property, shall not prohibit the Corporation or
Digital from employing or retaining such person or firm or Corporation or
Digital or from otherwise dealing with him or it, provided, however, that the
same is approved by the Board of Directors of the Corporation or Digital, as the
case may be.
5. Piggyback and Demand Registration Rights. 5.1 (a) If the
Corporation shall propose to file a registration
statement under the Securities Act, at any time during the 30-month period after
the Effective Date, either on its own behalf or that of any of its shareholders
for an offering of shares of the capital stock of the Corporation (including
shares to be issued pursuant to the exercise of any warrants) for cash or
securities, the Corporation shall give written notice as promptly as possible of
such proposed registration to each Shareholder and shall use reasonable efforts
to include such number or amount of shares of the Stock owned by such
Shareholders (including shares to be issued pursuant to the exercise of any
warrants) (each a "Seller" or "Registering Shareholder" and collectively, the
"Sellers" or "Registering Shareholders") in such registration statement as such
Seller or Sellers shall request within ten days after receipt of such notice
from the Corporation, provided, that (A) if shares of the Stock are being
offered by the Corporation in an underwritten offering, any shares of the Stock
proposed to be included in the registration statement on behalf of such
Seller(s) shall be included in
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the underwriting offering on the same terms and conditions as the Stock being
offered by the Corporation, (B) each Seller shall be entitled to include such
number of shares of the Stock owned by such Seller in such registration
statement, one time only during the applicable period set forth herein, so that
the proportion of shares of the Stock of each Seller to be included in such
registration statement to the total number of shares of the Stock owned by him
is equal to the proportion that the number of shares of the Stock of all Sellers
to be included in such registration statement bears to the total number of
shares of the Stock owned by all Shareholders (except that each Seller shall
have the right not to exercise such piggyback registration right set forth
herein once, in which case such Seller shall have the right set forth in this
Section 5.1 with respect to the next succeeding registration statement described
in this Section 5.1 proposed to be filed by the Corporation during such 30-month
period); and provided further, that (i) the Corporation shall not be required to
include such number or amount of shares owned by such Seller(s) in any such
registration statement if it relates solely to securities of the Corporation to
be issued pursuant to a stock option or other employee benefit plan, (ii) the
Corporation may, as to an offering of securities of the Corporation by the
Corporation, withdraw such registration statement at its sole discretion and
without the consent of any Seller and abandon such proposed offering and (iii)
the Corporation shall not be required to include such number of shares of the
Stock owned
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by such Seller in such registration statement if the Corporation is advised in
writing by its underwriter or investment banking firm that it reasonably
believes that the inclusion of such Seller's shares would have an adverse effect
on the offering, provided that if such limitation is imposed, the effects of
such limitation shall be allocated among the Sellers pro rata in proportion to
the number of shares of the Stock as to which such Sellers have requested
inclusion therein.
(b) A registration filed pursuant to this Section 5.1(a) shall not be
deemed to have been effected unless the registration statement related thereto
(i) has become effective under the Securities Act and (ii) has remained
effective for a period of at least nine months (or such shorter period of time
in which all of the Stock registered thereunder has actually been sold
thereunder); provided, however, that if, after any registration statement filed
pursuant to Section 5. l (a) becomes effective and prior to the time the
registration statement has been effective for a period of at least nine months,
such registration statement is interfered with by any stop order, injunction or
other order or requirement of the Commission or other governmental agency or
court solely due to actions or omissions to act of the Corporation, such
registration statement shall not be considered one of the registrations
applicable pursuant to Section 5.1(a).
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5.2 (a) (i) If the Corporation fails to prepare and file a
registration statement under Section 5.1 hereof within 24 months after the
Effective Date which has become effective under the Securities Act and has
remained effective for a period of at least six months (or such shorter period
of time in which shares registered thereunder have been sold thereunder), then
(ii) if Xxxxxx Xxxxxx (or any affiliate of his), Xxxxxxx X. Xxxxxxx, Xx., (or
any affiliate of his) or Xxxxxxx Xxxxxx or any two of such three Shareholders
acting jointly desire to sell, transfer or otherwise dispose of at least 20% of
their Shares pursuant to an offering registered under the Securities Act, such
Shareholder or Shareholders shall have the right, twice during such three-year
period commencing with the expiration of 24 months after the Effective Date and
continuing until the expiration of 60 months after the Effective Date, to
deliver a notice to the Corporation (the "Registration Notice") on behalf of all
of the former Digital shareholders (A) specifying the number of shares proposed
to be sold or otherwise transferred by all Digital shareholders (collectively
the "Registration Shares") (which shall not be less than 400,000 shares of
Acquiror Common Stock (the "Minimum Number"), (B) describing the proposed manner
of sale or other transfer thereof and (C) requesting the registration of the
Registration Shares under the rules and regulations of the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act. As
promptly as practicable following its receipt of a
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Registration Notice, the Corporation shall prepare and file with the Commission
a registration statement with respect to the Registration Shares pursuant to the
rules and regulations of the Commission and use its reasonable best efforts to
effect the registration under the Securities Act of any Registration Shares
requested to be so registered by the Shareholder or Shareholders to the extent
required to permit the sale or other transfer of the Registration Shares in the
manner described in the Registration Notice. Notwithstanding the foregoing
demand (but subject to the penultimate sentence of Section 5.2 (b)), the
Corporation shall not be obligated to effect more than two registrations
pursuant to this Section 5.2(a) using the then applicable registration forms of
the Commission, and the Shareholder or Shareholders shall not be entitled to
request registration of the Registration Shares more than once in any six-month
period. A registration requested pursuant to this Section 5.2(a) shall not be
deemed to have been effected unless the registration statement related thereto
(i) has become effective under the Securities Act and (ii) has remained
effective for a period of at least nine months (or such shorter period of time
in which all Registration Shares registered thereunder have actually been sold
thereunder); provided, however, that if, after any registration statement
requested pursuant to this Section 5.2(a) becomes effective and prior to the
time the registration statement has been effective for a period of at least nine
months, such registration statement is interfered with by any stop order,
injunction
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or other order or requirement of the Commission or other governmental agency or
court solely due to actions or omissions to act of the Corporation, such
registration statement shall not be considered one of the registrations which
may be requested pursuant to this Section 5.2(a).
(b) Delay or Suspension of Registration. Notwithstanding any other
provision of this Section 5.2 to the contrary, if the Corporation shall furnish
to the Shareholder or Shareholders:
(i) a certificate signed by the President of the Corporation
stating that, in the good faith judgment of a majority of the members of
the entire Board of Directors of the Corporation, it would adversely and
materially affect the Corporation's ability to enter into an agreement with
respect to, or to consummate, a bona fide material transaction to which it
is or would be a party, or the Corporation has a plan to register Stock to
be sold for its own account within a 90-day period after the receipt of the
demand request under Section 5.2(a), for the Corporation to use its
reasonable best efforts to effect the registration of the Registration
Shares (following a demand therefor by the Shareholder or Shareholders
pursuant to Section 5.2(a)); or
(ii) both (A) a certificate signed by the President of the
Corporation stating that, in the good faith judgment of a majority of the
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members of the entire Board of Directors of the Corporation, a material
fact exists which the Corporation has a bona fide business purpose for
preserving as confidential and (B) an opinion of counsel to the Corporation
to the effect that the registration by the Corporation (following a demand
for registration by the Shareholder or Shareholders pursuant to Section
5.2(a)) or the offer or sale by the Shareholder or Shareholders of the
Registration Shares pursuant to an effective registration statement would
require disclosure of the material fact which is referenced in the
President's certificate required under Section 5.2(b)(ii)(A) and which, in
such counsel's opinion, is not otherwise required to be disclosed,
then the Corporation's obligations pursuant to Section 5.2(a) with respect to
any such demand for registration shall be deferred or offers and sales of
Registration Shares by the Shareholder or Shareholders shall be suspended, as
the case may be, until the earliest of: (1) the date on which, as applicable (a)
the Corporation's use of reasonable best efforts to effect the registration of
the Registration Shares would no longer have such a material adverse effect or
(b) the material fact is disclosed to the public or ceases to be material; (2)
135 days from the date of receipt by the Shareholder or Shareholders of the
materials referred to in Section 5.2(b) (i) and (ii) above; and (3) such time as
the Corporation notifies the Shareholder or Shareholders that it has
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resumed use of its reasonable best efforts to effect registration of the
Registration Shares or that offers and sales of Registration Shares pursuant to
an effective registration statement may be resumed, as the case may be. If the
Shareholder or Shareholders receives the materials referred to in Section
5.2(b)(ii) above while a registration statement for the offer and sale of the
Registration Shares is in effect, the Shareholder or Shareholders agree to
terminate immediately any offer or sale of Registration Shares. If offers and
sales of the Registration Shares are suspended and resumed following the
effectiveness of a registration statement within the 135-day period set forth in
clause (2) of the second preceding sentence, the six-month period set forth in
Section 5.2(a) shall be extended for a number of days equal to the number of
days for which offers and sales of Registration Shares were suspended. If offers
and sales of the Registration Shares are suspended but not resumed within the
135-day period, the Corporation shall, at the request of the Shareholder or
Shareholders, withdraw such registration and the Shareholder or Shareholders
shall be entitled to one additional demand registration right under this Section
9.2(a). A particular material transaction to which the Corporation is or would
be a party or a particular material fact shall not give rise to more than one
deferral or suspension notice by the Corporation pursuant to the provisions of
this Section 5.2(b).
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5.3 In connection with any registration or qualification pursuant to
the provisions of this Article V, all Sellers, and the Corporation shall, except
as prohibited under the blue sky or securities laws of any jurisdiction under
which a registration or qualification is being effected, pay (pro rata based on
the relative number of shares included in such registration) all of the fees and
expenses, which shall not include fees and expenses of legal counsel for any
Seller and any underwriting or selling discounts, fees, commissions or similar
charges with respect to the shares of Stock as to which registration is
requested; provided, however, that in the event the Corporation shall have
incurred out-of-pocket expenses in connection with the preparation of any
registration statement which shall be withdrawn prior to its effective date at
the request of a Seller, such Seller shall promptly reimburse the Corporation
for all out-of-pocket expenses including, without limitation, attorneys' fees
and expenses, accounting costs and all fees and expenses relating to blue sky
filings incurred by the Corporation in connection with such preparation
(including any filing thereof); and provided further, however, that the
Corporation shall not be required in the case of any registration hereunder to
make blue sky filings in more than 20 states.
5.4 (a) In each case of registration of shares of Stock under the
Securities Act pursuant to these registration provisions, the Corporation shall
unconditionally indemnify and hold harmless each of the Sellers, each
underwriter (as
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defined in the Securities Act), and each person who controls any such
underwriter within the meaning of Section 15 of the Securities Act or Section
20(a) of the Securities Exchange Act of 1934 (the Sellers and each such
underwriter, and each such person who controls any such underwriter being
referred to for purposes of this Section 5.4, as an "Indemnified Person") from
and against any and all losses, claims, damages, liabilities and expenses
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any registration statement under which such shares
of the Stock were registered under the Securities Act, any prospectus or
preliminary prospectus contained therein or any amendment or supplement thereto
(including, in each case, any documents incorporated by reference therein), or
arising out of 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, except insofar as such losses, claims, damages, liabilities or
expenses arise out of any such untrue statement or omission or alleged untrue
statement or omission based upon information relating to any of the Sellers or
any underwriter and furnished to the Corporation or the Registering Shareholder,
as the case may be, in writing by any of the Sellers or such underwriter
expressly for use therein; provided that the foregoing indemnification with
respect to a preliminary prospectus shall not inure to the benefit of any
underwriter (or to the benefit of any person controlling such underwriter) from
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whom the person asserting any such losses, claims, damages, liabilities or
expenses purchased shares of the Stock to the extent such losses, claims,
damages or liabilities result from the fact that a copy of the final prospectus
had not been sent or given to such person at or prior to written confirmation of
the sale of such shares to such person.
(b) In each case of a registration of shares of the Stock under the
Securities Act pursuant to these registration provisions, each of the Sellers
participating in the registration, severally and not jointly, shall
unconditionally indemnify and hold harmless the Corporation (and its directors
and officers) each underwriter and each person, if any, who controls the
Corporation or such underwriter within the meaning of Section 15 of the
Securities Act of Section 20(a) of the Securities Exchange Act of 1934, to the
same extent as the foregoing indemnity from the Corporation to the Sellers but
only with reference to information relating to such Seller and furnished to the
Corporation by such Seller for use in the registration statement, any prospectus
or preliminary prospectus contained therein or any amendment or supplement
thereto. Each Seller will use all reasonable efforts to cause any underwriters
of shares of Stock to be sold by any of the Sellers to indemnify the Corporation
on the same terms as the Sellers agree to indemnify the Corporation or the
Registering Shareholder, as the case may be, but only with reference to
information
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furnished in writing by such underwriter for use in the registration statement.
(c) In case any action or proceeding shall be brought against or
instituted which involves any Indemnified Person, such Indemnified Person shall
promptly notify the person against whom such indemnity may be sought (the
"Indemnifying Person") in writing and the Indemnifying Person shall retain
counsel reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person and any others the Indemnifying Person may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such action or proceeding, any Indemnified Person shall
have the right to obtain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person has agreed to the retention of such counsel at its expense
or (ii) the named parties to any such action or proceeding include both the
Indemnifying Person and the Indemnified Person, and the Indemnified Person has
been advised by counsel that there may be one or more defenses available to such
Indemnified Person which are different from or additional to those available to
the Indemnifying Person (in which case, if the Indemnified Person notifies the
Indemnifying Person that it wishes to employ separate counsel at the expense of
the Indemnifying Person, the Indemnifying Person shall not have the right to
assume the defense of such action or proceeding on behalf of such Indemnified
Person). It is
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understood that the Indemnifying Person shall not be liable for the fees and
expenses of more than one separate firm of attorneys at any time for all such
similarly situated Indemnified Persons. The Indemnifying Person shall not be
liable for any settlement of any action or proceeding effected without its
written consent.
(d) In the event the indemnifications provided for in this Article V
are unavailable or insufficient, then the Sellers shall each contribute to the
amount paid or payable as a result of such losses, claims, damages, liabilities,
actions and expenses in such proportion as is appropriate to reflect (A) the
relative benefits received by each Seller and (B) the relative fault of each
Seller.
(e) Notwithstanding anything in this Article V to the contrary, the
Corporation shall not be liable to any Seller for any losses, claims, damages or
liabilities arising out of or caused by (A) any reasonable delay (1) in filing
or processing any registration statement or any preliminary or final prospectus,
amendment or supplement thereto after the inclusion of such Seller's Stock in
such registration statement, or (2) in requesting such registration statement be
declared effective by the Commission and (B) the failure of the Commission for
any reason to declare effective any registration statement.
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6. MISCELLANEOUS.
6.1 Notices. All notices or other communications required or permitted
to be given pursuant to this Agreement shall be in writing and shall be
considered as duly given on (a) the date of delivery, if delivered in person, by
nationally recognized overnight delivery service or by facsimile or (b) three
days after mailing if mailed from within the continental United States by
registered or certified mail, return receipt requested to the party entitled to
receive the same, if to the Corporation, World Wireless Communications Inc., 000
Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000, with a copy to
Xxxxxx X. Xxxxx, P.C., American Plaza II, 57 West 000 Xxxxx, Xxxxx 000, Xxxx
Xxxx Xxxx, Xxxx 00000; if to Digital, Digital Radio Communications Corporation,
000 Xxxx Xxxx Xxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxx 00000, with a copy to Law
Offices of Xxxxxxx X. Field, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Attn: Xxxxxxx
X. Field, Esq.; and if to any Shareholder, at his address as set forth in the
books and records of the Corporation. Any party may change his or its address by
giving notice to the other party stating his or its new address. Commencing on
the 10th day after the giving of such notice, such newly designated address
shall be such party's address for the purpose of all notices or other
communications required or permitted to be given pursuant to this Agreement.
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6.2 Governing Law. This Agreement and the rights of the parties
hereunder shall be governed by and construed in accordance with the laws of the
State of Utah, without regard to its conflicts of law principles. All parties
hereto (i) agree that any legal suit, action or proceeding arising out of or
relating to this Agreement shall be instituted only in a federal or state court
in Salt Lake City, Utah, (ii) waive any objection which they may now or
hereafter have to the laying of the venue of any such suit, action or
proceeding, and (iii) irrevocably submit to the exclusive jurisdiction of any
federal or state court in Salt Lake City, Utah, in any such suit, action or
proceeding, but such consent shall not constitute a general appearance or be
available to any other person who is not a party to this Agreement. All parties
hereto agree that the mailing of any process in any suit, action or proceeding
in accordance with the notice provisions of this Agreement shall constitute
personal service thereof.
6.3 Entire Agreement; Waiver of Breach. This Agreement constitutes the
entire agreement among the parties and supersedes any prior agreement or
understanding among them with respect to the subject matter hereof, and it may
not be modified or amended in any manner other than as provided herein; and no
waiver of any breach or condition of this Agreement shall be deemed to have
occurred unless such waiver is in writing, signed by the party against whom
enforcement is sought, and no waiver shall be claimed to be a waiver of any
subsequent breach or condition of a
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like or different nature.
6.4 Binding Effect; Assignability. This Agreement and all the terms
and provisions hereof shall be binding upon and shall inure to the benefit of
the parties and their respective heirs, successors and permitted assigns. This
Agreement and the rights of the parties hereunder shall not be assigned except
with the written consent of all parties hereto.
6.5 Specific Performance. The parties hereby acknowledge that
irreparable damage will be caused by a violation or threatened violation of this
Agreement and that it is impossible to measure in money the damages which will
accrue to a party hereto or to the personal representative of a decedent by
reason of a failure to perform any of the obligations under this Agreement.
Therefore, if any party hereto or the personal representative of a decedent
shall institute any action or proceeding to enforce any of the provisions
hereof, any person (including the Corporation) against whom such action or
proceeding is brought hereby consents to a grant of an injunction restraining
any such violation or threatened violation of this Agreement or any other
appropriate decree of specific performance by any court having equity
jurisdiction and waives the claim or defense therein that such party or such
personal representative has an adequate remedy at law, and such person shall not
allege in any such action or proceeding the claim or defense that such remedy at
law
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exists.
6.6 Restrictive Legend. Each certificate representing shares of Stock
shall bear the following legend in addition to such other restrictive legends as
may be required by law or as agreed to by the Corporation and Digital acting
jointly:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws, and no sale or transfer thereof may be effected without an
effective registration statement or an opinion of counsel for the holder,
satisfactory to the company, that such registration is not required under
the act and any applicable state securities laws.
Also, the shares represented by this certificate are subject to the
limitations and restrictions and are entitled to the registration rights
that are set forth in the Shareholders Agreement, dated as of May 21, 1997,
a copy of which is on file at the principal office of the Corporation."
6.7 Captions. Captions contained in this Agreement are inserted only
as a matter of convenience and in no way define, limit or extend the scope or
intent of this Agreement or any provision hereof.
6.8 Number and Gender. Wherever from the context it appears
appropriate, each term stated in either the singular or the plural shall include
the singular and the plural, and pronouns stated in either the masculine, the
feminine or the neuter gender shall include the masculine, feminine and neuter.
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6.9 Severability. If any provision of this Agreement shall be held
invalid or unenforceable, such invalidity or unenforceability shall attach only
to such provision and shall not in any manner affect or render invalid or
unenforceable any other severable provision of this Agreement, and this
Agreement shall be carried out as if any such invalid or unenforceable provision
were not contained herein.
6.10 Amendments. This Agreement may not be amended except in a writing
signed by all of the parties hereto.
6.11 Compliance with Securities Laws. Commencing with the Effective
Date, the Corporation will use its best efforts to comply thereafter with the
applicable provisions of the Securities Act and the Securities Exchange Act of
1934.
6.12 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument. In addition, this Agreement may contain
more than one counterpart of the signature page and this Agreement may be
executed by the affixing of such signature pages executed by the parties to one
copy of the Agreement; all of such counterpart signature pages shall be read as
though one, and they shall have
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the same force and effect as though all of the signers had signed a single
signature page.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement on the date first above written.
WORLD WIRELESS COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxxxx
----------------------------------------
Xxxxx Xxxxxx, President
DIGITAL RADIO COMMUNICATIONS CORPORATION
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Xxxxxx Xxxxxx, President
/s/ Xxxxxx Xxxxxx
----------------------------------------
Xxxxxx Xxxxxx
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx
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