EXHIBIT 10.1
EXECUTION COPY
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REGISTRATION RIGHTS AGREEMENT
Dated as of July 23, 1996
by and between
CALCOMP TECHNOLOGY, INC.,
a Delaware corporation
(the "Company")
and
LOCKHEED XXXXXX CORPORATION,
a Maryland corporation
(the "Stockholder")
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REGISTRATION RIGHTS AGREEMENT
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This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of the 23rd day of July, 1996, by and between CALCOMP
TECHNOLOGY, INC., a Delaware corporation (the "Company") and LOCKHEED XXXXXX
CORPORATION, a Maryland corporation (the "Stockholder").
WHEREAS, pursuant to Sections 5.2(e) and 6.2 of the Plan of
Reorganization and Agreement for the Exchange of Stock of CalComp Inc. for Stock
of Summagraphics Corporation dated as of the 19th day of March, 1996, as
amended, by and among the Stockholder, CalComp Inc., a California corporation
("CalComp"), and Summagraphics Corporation ("Summagraphics") (the
"Reorganization Agreement"), Summagraphics and the Stockholder agreed to execute
and deliver this Agreement at the closing (the "Closing") of the transactions
contemplated by the Reorganization Agreement;
WHEREAS, pursuant to the Reorganization Agreement, Summagraphics agreed
to issue and deliver to the Stockholder shares of Summagraphics Common Stock,
par value $.01 per share (the "Common Stock"), representing 89.7% of its issued
and outstanding shares of capital stock, on a fully diluted basis, in exchange
for the transfer and delivery of all of the issued and outstanding capital stock
of CalComp to the Company, all pursuant to and in accordance with the terms of
the Reorganization Agreement; and
WHEREAS, simultaneously with the execution and delivery of this Agreement,
the Closing has occurred.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Stockholder agree as follows:
1. Certain Definitions. (a) Capitalized terms used but not otherwise
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defined herein shall have the meaning given them in the Reorganization
Agreement.
(b) As used in this Agreement, the following terms shall have the
following meanings:
"Assignee" shall mean a Person who purchases shares of Common
Stock from the Stockholder (or another Assignee) other than in a registered
distribution, but only to the extent that the Stockholder specifically and in
writing assigns its rights and benefits under this Agreement to such purchaser
in respect of the shares of Common Stock purchased from the Stockholder and only
if the Person agrees in writing to be bound by the terms and conditions of this
Agreement.
"Commission" shall mean the Securities and Exchange Commission, or
any other Federal agency administering the Securities Act.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder, as the same
shall be in effect at the time.
"Person" shall mean any individual, corporation, unincorporated
association, business trust, estate, partnership, limited liability company,
limited liability partnership, trust, state, the United States or any other
entity.
"Registrable Securities" shall mean all shares of Common Stock or
all shares of Common Stock issued in exchange for or in replacement thereof or
upon the exercise or conversion of any right or security, now or hereafter
owned, directly or indirectly, by the Stockholder.
"Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder, as the same
shall be in effect at the time.
2. Piggy-back Registration Rights.
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(a) In the case of any proposed registration of shares of capital
stock or other securities of the Company under the Securities Act (except with
respect to registration statements on Forms S-4 or S-8 or successor forms) on
any form that also would be eligible for use by the Stockholder or any Assignees
in respect of the Registrable Securities, the Company will give to the
Stockholder and the Assignees at least 30 days prior written notice of the
filing or proposed filing of the registration statement.
(b) Subject to the provisions of Section 2(c), each of the Stockholder
and Assignees shall have the right to elect within 20 days after receipt of such
notice to elect to include in such registration statement all or any part of the
Registrable Securities, which election shall be made by written notice to the
Company within such 20-day period specifying the number of Registrable
Securities that the Stockholder desires to so include.
(c) In the case of an underwritten public offering, if the managing
underwriter participating in the sale and distribution of the Company's
securities covered by such registration statement advises the Company in good
faith that marketing factors require the exclusion of some or all of the
Registrable Securities which the Stockholder or any Assignee has requested be
included in such registration statement, then the Company shall be obligated to
include in the registration statement only such aggregate number of Registrable
Securities (the "Permissible Shares") as the managing underwriter shall in good
faith advise the Company may be included in the offering. If the aggregate
number of Registrable Securities that the Stockholder and the Assignees shall
have requested be
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included in such registration statement together with the number of shares
requested to be included therein by other holders of Common Stock having
registration rights as of the date of this Agreement (the "Other Holders")
exceeds the number of Permissible Shares, then each of the Stockholder and
Assignees, at its option, shall be entitled to withdraw its election to include
all or a portion of the Registrable Securities in such registration statement
and the Stockholder and Assignees who elect not to withdraw their election to
include all or a portion of the Registrable Securities in such registration
statement shall have the number of Registrable Securities that they are entitled
to include in the registration statement reduced pro rata based upon the number
of Registrable Securities each such Stockholder or Assignee initially requested
be included in the registration statement together with all shares of Common
Stock requested to be registered by Other Holders such that the total number of
Registrable Securities to be included on behalf of the Stockholder, Assignees
and Other Holders does not exceed the Permissible Shares.
(d) Except for those registration rights set forth on Schedule 2(d)
attached hereto, the Company represents and warrants to the Stockholder and the
Assignees that, except as provided in this Agreement, the Company has not
granted to any stockholder, holder of warrants or options for the purchase of
shares of capital stock or any other Person any "piggy-back," demand or other
registration rights with respect to any shares of capital stock or other
securities of the Company. The Company agrees that it will not until such time
as the Stockholder and Assignees no longer own Registrable Securities with an
aggregate market value of at least $25,000,000 determined on the basis of the
average of the high and low trading prices of the Company's Common Stock on the
five trading days immediately preceding such determination, without the prior
written consent of the Stockholder, hereafter grant to any Person "piggy-back,"
demand or other registration rights with respect to any shares of capital stock
or other securities of the Company.
(e) The Company shall be obligated to afford the Stockholder and
Assignees the right to participate in each and every such registration taking
place in accordance with the provisions of this Section 2 until the aggregate
number of Registerable Securities then owned by the Stockholder and Assignees
may be sold pursuant to Rule 144 in a single market transaction without
registration under the Securities Act. Notwithstanding anything contained
herein to the contrary, the Company agrees that it will not permit or agree to
be included in any registration statement any shares of capital stock or other
securities of the Company held by any Person (other than a Stockholder, any
Assignee or any Other Holder having contractual rights to include shares therein
as of the date hereof) until all outstanding Registrable Securities have been
included in registration statements and sold, unless, in the case of each such
registration, the Stockholder and Assignees first shall have been offered, and
declined, the opportunity to include all of the Registrable Securities in a
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registration statement filed with and declared effective by the Commission under
the Securities Act.
3. Demand Registration Rights. (a) Subject to the provisions of
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Section 3(b) below, the Company covenants and agrees that, at any time after the
date of this Agreement and from time to time thereafter, upon receipt of a
written request therefor from the Stockholder (or Assignees owning in the
aggregate at least 25% of the Common Stock issued to the Stockholder on the date
hereof), the Company shall, as promptly as is reasonably practicable, use its
best efforts to file a registration statement to register under the Securities
Act for sale to the public all or a portion of the Registrable Securities, and
thereafter use its best efforts to file such amendment or amendments as may be
necessary to cause the registration statement to be declared effective;
provided, however, that the Company shall have no obligation under this Section
3 to register Registrable Securities on behalf of any of the Stockholder or
Assignees unless the reasonably anticipated aggregate offering price to the
public of such Registrable Securities, as stated by the Stockholder and
Assignees requesting registration in their written request therefor, equals or
exceeds $15,000,000, and provided further that the Company shall not be required
to file more than three registration statements pursuant to this Section 3 on a
form other than Form S-3 and in no event shall be required to file more than
four registration statements pursuant to this Section 3. The rights granted
under this Section 3 may be exercised by the Stockholder no more often than once
in any six month period. The demand registration rights granted by this Section
3 will terminate when the aggregate number of Registerable Securities then owned
by the Stockholder and Assignees may be sold under Rule 144 in a single market
transaction without registration under the Securities Act.
(b) With respect to any registration statement filed, or to be
filed, pursuant to this Section 3, if CalComp Technology shall furnish to the
Stockholders and Assignees that have made such request a resolution of the Board
of Directors of CalComp Technology (adopted by the affirmative vote of a
majority of the Board of Directors of CalComp Technology) certified by the
President of CalComp Technology stating that in the Board of Directors' good
faith judgment it would (because of the existence of, or in anticipation of, any
acquisition or financing activity, or the unavailability for reasons beyond
CalComp Technology's reasonable control of any required financial statements, or
any other event or condition of similar significance to CalComp Technology) be
significantly disadvantageous (a "Disadvantageous Condition") to CalComp
Technology for such a registration statement to be maintained effective, or to
be filed and become effective, and setting forth the general reasons for such
judgment, CalComp Technology may cause such registration statement to be
withdrawn and the effectiveness of such registration statement terminated, or,
in the event no registration statement has yet been filed, shall be entitled not
to file any such registration statement, until such Disadvantageous Condition no
longer exists (notice of
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which CalComp Technology shall promptly deliver to the Stockholder and
Assignees). Upon receipt of any such notice of a Disadvantageous Condition, the
Stockholder and Assignees shall forthwith discontinue use of the prospectus
contained in registration statement and, if so directed by CalComp Technology,
the Stockholder and Assignees will deliver to CalComp Technology all copies,
other than permanent file copies then in such Stockholder or Assignees'
possession, of the prospectus then covering such Registerable Securities current
at the time of receipt of such notice; provided, that the filing of any such
registration statement may not be delayed for a period in excess of six months
due to the occurrence of any particular Disadvantageous Condition.
4. Company's Registration Obligations. If and whenever the Company
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is obligated by the provisions of this Agreement to effect the registration of
any Registrable Securities under the Securities Act, the Company will, as
promptly as is reasonably practicable:
(a) Notify in writing each of the Stockholder and Assignees who
have not requested registration of their Registrable Securities of the receipt
by the Company of a request from another Stockholder or Assignee to register
Registrable Securities so as to afford the Stockholder and Assignees who have
not requested registration an opportunity to include their Registrable
Securities in any such registration statement;
(b) Prepare and file with the Commission a registration statement
with respect to the shares and use its best efforts to cause the registration
statement to become and remain effective for a period of at least 90 days.
(c) Prepare and file with the Commission such amendments and
supplements to the registration statement and the prospectus used in connection
therewith as may be necessary to keep the registration statement effective until
the earlier of the sale of all shares covered thereby and the expiration of a
period of 90 days after the date the registration statement became effective,
and use its best efforts to comply with the provisions of the Securities Act
with respect to the disposition of all rights to purchase securities covered by
the registration statement.
(d) Furnish to the Stockholder or its Assignees for whom the same
are registered or are to be registered such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents, as the Stockholder or the Assignees,
as the case may be, may reasonably request in order to facilitate the
disposition of the Registrable Securities.
(e) Use its best efforts to register or qualify the Registrable
Securities covered by the registration statement under the securities or blue
sky laws of such jurisdictions as such Stockholders or its Assignees shall
reasonably request, and do any
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and all other acts and things which may be reasonably necessary or advisable to
enable such holders to consummate the disposition of the Registrable Securities
in such jurisdictions; provided; however, that the Company shall not be
obligated, by reason thereof, to qualify as a foreign corporation or to consent
to general service of process or subject itself to taxation as doing business in
any such jurisdiction.
(f) Furnish to Stockholders or its Assignees who account for at
least 25% of the Registrable Securities covered by such registration statement,
and use its best efforts to furnish to each other holder of the Registrable
Securities covered thereby, at the time of disposition a signed counterpart,
addressed to such Stockholder or Assignee, of an opinion of counsel for the
Company reasonably acceptable to the Stockholder or its Assignees, as the case
may be, covering substantially the same matters as are customarily covered in
opinions of issuer's counsel in underwritten public offerings of securities of
issuers in similar industries.
(g) Notify the Stockholder or its Assignees, as the case may be,
whose Registrable Securities are covered in such registration statement promptly
after the Company shall receive notice that any registration statement,
supplement or amendment has become effective, any registration statement is
required to be amended or supplemented, or any stop order with respect thereto
has been issued .
(h) The inclusion of Registrable Securities in a registration
statement involving an underwritten public offering shall be upon the condition
that, except as otherwise provided in this Agreement, the Stockholder or its
Assignees shall have their Registrable Securities sold through the underwriters
on the same terms and conditions as are applicable to the Company.
5. Expenses of Registration. The costs and expenses (other than
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underwriting discounts or commissions or similar payments) of all registrations
and qualifications under the Securities Act and applicable state securities or
blue sky laws, and of all other actions, that the Company is required to take or
effect pursuant to this Agreement shall be paid by the Company (including,
without limitation, all registration and filing fees, printing expenses, costs
of special audits incidental to or required by any such registration, and fees
and disbursements of counsel and independent public accountants for the
Company); provided, however, that the Stockholder or its Assignees, as the case
may be, shall pay the fees and disbursements of their respective legal counsel,
and transfer taxes, if any, on Registrable Securities sold by the holders
thereof. Notwithstanding the foregoing if the Stockholder or any Assignees
elect to participate in a "piggy-back registration" pursuant to Section 2 of
this Agreement, the Stockholder shall pay their proportionate share of the
Security and Exchange Commission's registration fees associated with the shares
attributable to the Stockholder or the respective Assignee in connection with
the filing of the Registration Statement. In
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addition, in the event that the Stockholder or an Assignee exercises the
registration rights granted pursuant to Section 3 of this Agreement, and the
Company and other securityholders do not participate in the registration or
offering, each of the Stockholder and the Assignees shall pay their
proportionate share based upon the aggregate number of shares which the
Stockholder and the Assignees elect to register of the costs and expenses of
registration and qualification under the Securities Act and applicable state
securities or blue sky laws (including, without limitation, all registration and
filing fees, printing expenses, costs of special audits incidental to or
required by such registration) other than any fees and disbursements of counsel
and independent public accountants for the Company.
6. Stockholder's Registration Obligations. In the event a Stockholder
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or an Assignee desires to include any Registrable Securities in any registration
statement pursuant to this Agreement, the Stockholder or the Assignee shall:
(a) cooperate with the Company in preparing such registration
statement, and execute such ordinary and customary agreements in a form
reasonably acceptable to the Company and the underwriter as may be reasonably
necessary in favor of any underwriter selected by the Company, including those
contemplated by Section 8(b); and
(b) promptly supply the Company with all information, documents,
representations and agreements as the Company or any managing underwriter may
reasonably deem necessary in connection with the registration of such
Registrable Securities.
In connection with any registration involving an underwritten public offering by
the Company, the Stockholder or Assignee, as the case may be, shall agree, if
requested by the managing underwriter, not to effect or cause to be effected any
sale or other disposition of shares or Registrable Securities not included in
the registration statement for a period beginning seven days prior to the
effective date and ending 180 days after the effective date of the registration
statement without the managing underwriters' consent.
7. Indemnification.
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(a) In the event of any registration of any Registrable Securities
pursuant to this Agreement, the Company will:
(i) indemnify and hold harmless the Stockholder and any Assignee
whose Registrable Securities are being so registered or offered, and each
Person, if any, who controls any of the Stockholder or any such Assignee within
the meaning of the Securities Act, against any losses, claims, damages, expense
(including, without limitation, reasonable attorneys' fees and disbursements),
or liabilities (or actions in respect thereof) under the Securities Act or
otherwise, which arise out of or are
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based upon any untrue statement or alleged untrue statement of any material fact
contained in any such registration statement, any summary prospectus or final
prospectus, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or any other violation of law with respect thereto, and
(ii) reimburse the Stockholder or such Assignee and each such
controlling Person for any legal or other expenses reasonably incurred in
connection with investigating or defending any such loss, claim, damage,
liability or action;
provided, however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in any such registration statement, summary prospectus, final
prospectus or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished by the Stockholder or such
Assignee, as the case may be, expressly for inclusion therein; provided, further
that the Company shall not be liable to any indemnified party who participates
as an underwriter in the offering or sale of Registrable Securities or to any
other indemnified party, if any, who controls such underwriter within the
meaning of the Securities Act, in any such case to the extent that any such
loss, claim, damage, liability (or action in respect thereof), or expense arises
out of such indemnified party's failure to send or give a copy of the final
prospectus, as the same may be then supplemented or amended, to the person
asserting the existence of an untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation of the sale
of Registrable Securities to such person if such statement or omission was
corrected in full in such final prospectus.
(b) In the event of any registration of any Registrable Securities,
the Stockholder or the Assignee whose shares are included in the registration
statement, as the case may be, shall:
(i) indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed any such registration statement,
and each Person, if any, who controls the Company within the meaning of the
Securities Act, against any losses, claims, damages, expense (including, without
limitation, reasonable attorneys' fees and disbursements) or liabilities (or
actions in respect thereof) to which the Company or any such director, officer
or controlling Person may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages, expense or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue or alleged untrue
statement of any material fact contained in any such registration statement,
summary prospectus, final prospectus, or amendment or supplement thereto, or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required
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to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in such
registration statement, summary prospectus, final prospectus, or amendment or
supplement thereto, in reliance upon and in conformity with written information
furnished by the Stockholder or such Assignee, as the case may be, and
accompanied by an express written consent that such information may be included
therein, and
(ii) reimburse any legal or other expenses reasonably incurred in
connection with investigating or defending any such loss, claim, damage,
liability or action, but only in the circumstances and to the extent aforesaid;
(c) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under Section 7(a) or Section 7(b) hereof in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of
the Company on the one hand and the Stockholder and their Assignees on the other
in connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of the Company on the one hand and
of the Stockholder and its Assignees on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand, or by the
Stockholder and its Assignees on the other, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in Section 7(e), any
legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim.
The Company and the Stockholder (on behalf of themselves and their
Assignees) agree that it would not be just and equitable if contribution
pursuant to this Section 7(c) were determined by pro rata allocation or by any
other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. No 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.
(d) Promptly after receipt by an indemnified party under this Section
7 of notice of the commencement of any action, the
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indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party under this Section 7, notify the indemnifying party of the
commencement thereof, but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have under this Section 7 or
otherwise.
(e) In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party. In the event the indemnifying party gives notice to the
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof subsequent to the date
of such notice other than reasonable costs of investigation; provided, however,
that if the indemnified party or parties reasonably determine that there may be
a conflict between the positions of the indemnifying party or parties and of the
indemnified party or parties in conducting the defense of such action or
proceeding or that there may be legal defenses available to such indemnified
party or parties different from or in addition to those available to the
indemnifying party or parties, then counsel for the indemnified party or parties
shall be entitled to conduct the defense to the extent reasonably determined by
such counsel to be necessary to protect the interests of the indemnified party
or parties (and the indemnifying party or parties shall bear the reasonable
legal and other expenses incurred in connection therewith). No indemnifying
party will, without the consent of the indemnified party, consent to entry of
any judgment or enter into any settlement which does not include as a term
thereof the giving by the claimant or plaintiff to such indemnified party of a
release and indemnity from all liability in respect of such claim or litigation
and a denial of fault. No indemnified party shall consent to entry of any
judgment or enter into any settlement of any such action the defense of which
has been assumed by an indemnifying party without the prior consent of such
indemnifying party.
8. Agreements as to Underwriters. If the offering pursuant to any
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registration statement provided for under this Agreement is made through
underwriters, (a) the Company agrees to enter into an underwriting agreement in
customary form with the underwriters and to indemnify such underwriters, and
each Person who controls the underwriters within the meaning of the Securities
Act, to the same extent as provided in Section 7(a) with respect to the
indemnification of the Stockholder or its Assignees, and (b) the Stockholder or
its Assignees agree to provide similar indemnities as part of their obligations
in Section 6(a).
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9. Indemnity for Breaches. The Company agrees to indemnify and hold
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harmless the Stockholder and any Assignee hereunder at all times from and after
the date of this Agreement, against and in respect of the following: (i) any
losses, liabilities, costs, expenses or damages to the Stockholder or any such
Assignee resulting from any breach of a representation or warranty or
nonfulfillment of any agreement or covenant on the part of the Company under
this Agreement, and (ii) all suits, actions, proceedings, demands, assessments,
judgments, costs, attorneys' fees and expenses incident to any of the foregoing.
Each of the Stockholder and Assignees agrees to indemnify and hold harmless the
Company at all times from and after the date of this Agreement, against and in
respect of the following: (i) any losses, liabilities, costs, expenses or
damages to the Company resulting from any breach of a representation or warranty
or nonfulfillment of any agreement or covenant on the part of the Stockholder
under this Agreement, and (ii) all suits, actions, proceedings, demands,
assessments, judgments, costs, attorneys' fees and expenses incident to any of
the foregoing.
10. Equitable Relief. The parties agree that legal remedies may be
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inadequate to enforce the provisions of this Agreement and that equitable
relief, including specific performance and injunctive relief, may be used to
enforce the provisions of this Agreement.
11. Notices. All notices and other communications give to or made upon
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any party hereto in connection with this Agreement shall, except as otherwise
expressly herein provided, be in writing and shall be sent by telecopy (with
receipt confirmed) by registered or certified mail or delivered by hand,
addressed as follows:
(a) If to the Company:
CalComp Technology, Inc.
0000 X. XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx X. Xxxx, President
Telecopy: 000-000-0000
and
(b) If to the Stockholder
Lockheed Xxxxxx Corporation
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esquire
Telecopy: 000-000-0000
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with a copy to
Lockheed Xxxxxx Information
& Technology Services
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
Telecopy: 000-000-0000
and
(c) If to an Assignee, to such address as such Assignee provides to
the Company and the Stockholder in connection with the
acquisition of shares of Common Stock pursuant to which the
Assignee becomes so,
or to such other address as any party shall specify in writing to the other
party. All such notices and other communications shall be deemed given at the
time received.
12. Amendments. No change or modification of this Agreement shall be
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valid unless the same shall be in writing and signed by the parties hereto. No
waiver of any provision of this Agreement shall be valid unless in writing,
making express reference to this Agreement, and signed by the Person against
whom enforcement of such waiver is sought. The failure of any party at any time
to insist upon strict performance of or compliance with any provision of this
Agreement shall not constitute a waiver of any right of such party hereunder or
as a waiver or relinquishment of the right to insist upon strict performance of
the same provision at any future time.
13. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Delaware without regard to the conflict
of law principles thereof.
14. Benefit and Binding Effect. This Agreement shall be binding upon and
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shall inure to the benefit of the parties hereto and their respective successors
and, in the case of any of the Stockholder, its permitted assigns. The Company
and the Stockholder expressly agree that the Stockholder shall be entitled to
assign from time to time its rights hereunder (in respect of all or any portion
of the Registrable Securities) to any purchaser of any of the Registrable
Securities in accordance with the terms hereof and applicable law, provided that
no more than four unaffiliated persons may become Assignees hereunder. In the
event that any provision of this Agreement shall be held to be invalid or
unenforceable, the remaining parts hereof shall nevertheless continue to be
valid and enforceable as though the invalid or unenforceable portion were not a
part hereof.
15. Counterparts. This Agreement may be executed in counterparts, each of
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which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
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16. Rules of Construction. Whenever used herein, the singular number
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shall include the plural, or plural the singular and the use of the masculine,
feminine or neuter gender shall include all genders. The terms "agree" and
"agreements" contained herein are intended to include and mean "covenant" and
"covenants." Whenever used herein, the word "or" is used in the inclusive
rather than the exclusive sense. The headings in this Agreement are for
convenience only and shall not limit or otherwise affect any of the provisions
hereof.
17. Term. The provisions of Sections 5, 7 and 9 of this Agreement shall
----
survive any termination of this Agreement.
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IN WITNESS WHEREOF, the Company and the Stockholder have executed this
Agreement as of the day and year first above written.
ATTEST: CALCOMP TECHNOLOGY, INC.
/s/ XXXXXX X. XXXX By:/s/ XXXXXXX X. XXXXXXX
------------------ ----------------------
Xxxxxx X. Xxxx Xxxxxxx X. Xxxxxxx
Secretary President and Chief Executive
Officer
ATTEST: LOCKHEED XXXXXX CORPORATION
/s/ XXXXXXX X. XXXXXXXX By:/s/ XXXXX X. XXXXX
----------------------- ------------------
Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxx
Secretary President - Lockheed Xxxxxx
Information & Technology
Services Sector
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SCHEDULE 2(d)
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Piggy-Back, Demand, Other Registration Rights
---------------------------------------------
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