REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of
September 14, 1998, by and among CONSOLIDATED GRAPHICS, INC., a Texas
corporation and CONTINENTAL GRAPHICS CORPORATION, a California corporation;
W I T N E S S E T H :
WHEREAS, it is a condition to the consummation of the transactions
contemplated by that certain Stock Purchase Agreement dated as of September 14,
1998 (the "Purchase Agreement"), among the Company, RUSH PRESS, INC., a
California corporation, ARTS & CRAFTS PRESS, INC., a California corporation, and
the Holder that this Agreement be executed and delivered by the Company and the
Holder;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Holder agree as follows:
Section 1. DEFINITIONS. As used in this Agreement, the following terms
have the meanings indicated below:
AGENT shall mean any Person acting for or on behalf of the Holder of
Registrable Securities with respect to the holding or sale of such Registrable
Securities, including, without limitation, its officers, directors,
representatives and other agents.
AGREEMENT shall mean this Registration Rights Agreement.
BUSINESS DAY shall mean any day other than a Saturday, Sunday, or legal
holiday for banks in the State of Texas.
COMMISSION shall mean the Securities and Exchange Commission.
COMMON STOCK shall mean the Company's common stock, par value $0.01 per
share, or any successor class of the Company's common stock.
COMPANY shall mean Consolidated Graphics, Inc.
EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as amended.
HOLDER shall mean Continental Graphics Corporation, its successors and
assigns.
INSPECTORS shall mean the Holder of Registrable Securities, any
underwriter participating in any disposition of Registrable Securities pursuant
to the Required Registration, and any attorney, accountant or other agent
retained by the Holder or underwriter.
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LIABILITIES shall mean all losses, claims, damages, liabilities and
expenses (including reasonable costs of investigation) and defense and
attorneys' fees.
NEW COMMON STOCK shall mean the shares of Common Stock acquired by the
Holder pursuant to the Purchase Agreement, together with any Related Securities.
PERSON shall mean any individual, corporation, limited liability company,
partnership (general or limited), joint venture, association, joint-stock
company, trust, unincorporated organization or government or a political
subdivision, agency or instrumentality thereof or other entity or organization
of any kind.
RECORDS shall mean all financial and other records, pertinent corporate
documents and properties of the Company.
REGISTRABLE SECURITIES shall mean the New Common Stock, until such time as
the New Common Stock have been (a) distributed to the public pursuant to a
registration statement covering such securities that has been declared effective
under the Securities Act, (b) distributed to the public in accordance with the
provisions of Rule 144 (or any similar provision then in force) under the
Securities Act, or (c) repurchased by the Company.
REGISTRATION EXPENSES shall mean all expenses (including attorneys' fees)
incident to the Company's performance of or compliance with the Required
Registration pursuant to this Agreement, including, without limitation, all
Commission and securities exchange or National Association of Securities
Dealers, Inc. and other registration and filing fees, fees and expenses of
compliance with securities or blue sky laws (including fees and disbursements of
counsel in connection with blue sky qualifications of the Registrable
Securities), rating agency fees, printing expenses, messenger and delivery
expenses, internal expenses (including salaries and expenses of its officers and
employees performing legal or accounting duties), the fees and expenses incurred
in connection with the listing of the Registrable Securities to be registered on
each securities exchange on which similar securities issued by the Company are
then listed and fees and disbursements of counsel for the Company and its
independent certified public accountants (including the expenses of any special
audit or interim review or "cold comfort" letters required by or incident to
such performance), the fees and expenses of any special experts retained by the
Company in connection with such registration (including any underwriting fees,
discounts or commissions attributable to the sale of Registrable Securities) and
any out-of-pocket expenses of the Holder of Registrable Securities.
RELATED SECURITIES shall mean any securities issued in exchange for, as a
dividend on or in replacement of, or otherwise issued in respect of (including
securities issued in a stock dividend, split or recombination or pursuant to the
exercise of preemptive rights), the New Common Stock.
REQUIRED REGISTRATION shall mean the registration pursuant to Section 2
hereof with the Commission of the offer and sale of Registrable Securities under
and in accordance with the provisions of the Securities Act.
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SECURITIES ACT shall mean the Securities Act of 1933, as amended.
Section 2. REQUIRED REGISTRATION. Subject to the conditions stated herein,
within fifteen (15) days following the closing of the issuance of the New Common
Stock contemplated in the Purchase Agreement (the "Closing Date"), the Company
shall file with the Commission a registration statement on Form S-3 covering the
offer and sale of the Registrable Securities held by the Holder under and in
accordance with the provisions of the Securities Act.
Section 3. LIMITATIONS ON OBLIGATIONS OF COMPANY. The obligations of the
Company under Section 2 are subject to the following: the Company shall be
entitled to postpone for a reasonable period of time (not exceeding 10 days) the
filing (but not the preparation) of any registration statement otherwise
required to be prepared and filed by it pursuant hereto if, within the fifteen
(15) day period following the Closing Date, the Company is in possession of
material non-public information that would be required to be disclosed in a
registration statement, but that has not been and will otherwise not be
disclosed to the public, and the Company reasonably deems disclosure not to be
in the best interests of the Company and its shareholders (for this purpose, the
interest of the Holder shall not be considered). The Company shall be entitled
to postpone the filing of such a registration statement for additional 10 day
periods (not to exceed in any event an aggregate of 20 days) if it delivers to
the Holder of the Registrable Securities an opinion of outside counsel to the
effect that there is a reasonable likelihood that the filing of a registration
statement would result in the disclosure of material non-public information that
would be required to be disclosed in a registration statement, the disclosure of
which at the time of delivery of such opinion appears not to be in the best
interests of the Company and its shareholders (for this purpose, the interest of
the Holder shall not be considered). As of the date hereof, the Company
represents and warrants that it is not in possession of any material non-public
information that would be required to be disclosed in a registration statement
that could delay the Company's timely performance of its obligations under
Section 2.
Section 4. COOPERATION BY HOLDER. The offering of Registrable Securities
by the Holder shall comply in all respects with the applicable terms, provisions
and requirements set forth in this Agreement, and the Holder shall timely
provide the Company with all information and materials required to be included
in a registration statement that (a) relate to the offering, (b) are in
possession of the Holder and (c) relate to the Holder, and to take all such
action as may be reasonably required in order not to delay the registration and
offering of the securities by the Company. The Company shall have no obligation
to include in such registration statement Registrable Securities of the Holder,
if the Holder has failed to furnish such information which, in the written
opinion of outside counsel to the Company, is required in order for the
registration statement to be in compliance with the Securities Act. If the
Holder of Registrable Securities which are the subject of the Required
Registration shall fail to furnish such information and such Required
Registration shall not become effective under the Securities Act as a result
thereof, the Holder shall not have a right to request inclusion of the Holder's
Registrable Securities in a future registration with respect to Registrable
Securities.
Section 5. REGISTRATION PROCEEDINGS. In connection with the Required
Registration, the Company will act as expeditiously as possible to:
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a. prepare and file with the Commission a registration statement on Form
S-3 which includes the Registrable Securities and use commercially reasonable
efforts to cause such registration statement to become effective as promptly as
is reasonably practical; PROVIDED, HOWEVER, THAT before filing a registration
statement or prospectus or any amendments or supplements thereto, including
documents incorporated by reference after the initial filing of the registration
statement, the Company will furnish to the Holder of the Registrable Securities
covered by such registration statement and the underwriters, if any, draft
copies of all such documents proposed to be filed at least three (3) days prior
thereto, which documents will be subject to the reasonable review of the Holder
and underwriters, if any, and the Company will not file any registration
statement or amendment thereto or any prospectus or any supplement thereto
(including such documents incorporated by reference) to which the Holder of the
Registrable Securities covered by such registration statement or the
underwriters, if any, with respect to such Registrable Securities, if any, shall
reasonably object, and will notify the Holder of the Registrable Securities of
any stop order issued or threatened by the Commission in connection therewith
and take all reasonable actions required to prevent the entry of such stop order
or to remove it if entered;
b. prepare and file with the Commission such amendments and post-effective
amendments to such registration statement as may be necessary to keep such
registration statement effective until the first anniversary of the effective
date of such registration statement or such shorter period which will terminate
when all Registrable Securities covered by such registration statement have been
sold or withdrawn, but not before the expiration of the 90-day period referred
to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable;
cause the prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the Securities
Act; and comply with the provisions of the Securities Act applicable to it with
respect to the disposition of all securities covered by such registration
statement during the applicable period in accordance with the intended methods
of disposition by the sellers thereof set forth in such registration statement
or supplement to the prospectus;
c. furnish to the Holder of Registrable Securities included in such
registration statement and the underwriter or underwriters, if any, without
charge, such number of conformed copies of the registration statement and any
post-effective amendment thereto, together with exhibits thereto, and such
number of copies of the prospectus (including each preliminary prospectus) and
any amendments or supplements thereto, and any documents incorporated by
reference therein, as the Holder or underwriter may reasonably request in order
to facilitate the disposition of the Registrable Securities being sold by the
Holder (it being understood that the Company consents to the use of the
prospectus and any amendment or supplement thereto, provided by the Company to
the Holder of Registrable Securities covered by the registration statement and
the underwriter or underwriters, if any, in connection with the offering and
sale of the Registrable Securities covered by the prospectus or any amendment or
supplement thereto); PROVIDED, HOWEVER, THAT before filing a registration
statement or prospectus or any amendments or supplements thereto, the Company
will furnish to the Holder and counsel selected by the Holder copies of all
documents proposed to be filed which documents will be subject to the review of
Holder and such counsel;
d. promptly notify the Holder of Registrable Securities included in such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the
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Securities Act, when the Company becomes aware of the happening of any event as
a result of which the prospectus included in such registration statement (as
then in effect) contains any untrue statement of a material fact or omits to
state a material fact necessary to make the statements therein (in the case of
the prospectus or any preliminary prospectus, in light of the circumstances
under which they were made) not misleading and, as promptly as practicable
thereafter, prepare and file with the Commission and furnish a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading;
e. use commercially reasonable efforts to cause all Registrable Securities
included in such registration statement to be listed, by the date of the first
sale of Registrable Securities pursuant to such registration statement, on each
securities exchange (including, for this purpose, The New York Stock Exchange)
on which the Common Stock of the Company is then listed or proposed to be
listed, if any;
f. make generally available to its security holders an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act no later than
forty-five (45) days after the end of the twelve-month period beginning with the
first day of the Company's first fiscal quarter commencing after the effective
date of the registration statement, which earnings statement shall cover said
twelve-month period, which requirement will be deemed to be satisfied if the
Company timely files complete and accurate information on Forms 10-Q, 10-K, and
8-K under the Exchange Act and otherwise complies with Rule 158 under the
Securities Act as soon as feasible;
g. make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of the registration statement at the earliest
possible moment;
h. if reasonably requested by the managing underwriter or underwriters or
the Holder of Registrable Securities covered by the registration statement,
promptly incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or underwriters or the Holder requests
to be included therein, including without limitation, with respect to the number
of Registrable Securities being sold by the Holder to such underwriter or
underwriters, the purchase price being paid therefor by such underwriter or
underwriters and any other terms of the underwritten offering of such
Registrable Securities, and promptly make all required filings of such
prospectus supplement or post-effective amendment;
i. as promptly as practicable after filing with the Commission of any
document which is incorporated by reference into a registration statement,
deliver a copy of such document to the Holder of Registrable Securities covered
by such registration statement;
j. on or before the date on which the registration statement is declared
effective, use commercially reasonable efforts to register or qualify, and
cooperate with the Holder of Registrable Securities included in such
registration statement, the underwriter or underwriters, if any, and their
counsel, in connection with the registration or qualification of the Registrable
Securities covered by the registration statement for offer and sale under the
securities or blue sky laws of each state and
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other jurisdiction of the United States as the Holder or underwriter reasonably
requests in writing, to use commercially reasonable efforts to keep each such
registration or qualification effective, including through new filings, or
amendments or renewals, during the period such registration statement is
required hereunder to be kept effective and to do any and all other acts or
things necessary or advisable to enable the disposition in all such
jurisdictions of the Registrable Securities covered by the applicable
registration statement; PROVIDED, HOWEVER, THAT the Company will not be required
to qualify generally to do business in any jurisdiction where it is not then so
qualified or to take any action which would subject it to general service of
process in any such jurisdiction where it is not then so subject;
k. cooperate with the Holder of Registrable Securities covered by the
registration statement and the managing underwriter or underwriters, if any, to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legends) representing securities to be sold under the registration
statement, and enable such securities to be in such denominations and registered
in such names as the managing underwriter or underwriters, if any, or the Holder
may request, subject to the underwriters' obligation to return any certificates
representing securities not sold;
l. use commercially reasonable efforts to cause the Registrable Securities
covered by the registration statement to be registered with or approved by such
other governmental agencies or authorities within the United States as may be
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such securities;
m. deliver to the Holder and its counsel and the managing underwriter or
underwriters, if any, copies of all correspondence related to the offering
between the Commission, the Company and its counsel;
n. make available for inspection by the Inspectors such Records as shall
be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors, and employees to
supply all Records reasonably requested by any such Inspector in connection with
such registration statement; PROVIDED, HOWEVER, THAT with respect to any Records
that are confidential, the Inspectors shall execute such confidentiality
agreements as the Company may reasonably request in order to maintain the
confidentiality of confidential Records.
The Holder, upon receipt of any notice from the Company of the happening of any
event of the kind described in subsection d of this Section 5, will forthwith
discontinue disposition of the Registrable Securities until the Holder's receipt
of the copies of the supplemented or amended prospectus contemplated by
subsection d of this Section 5 or until it is advised in writing by the Company
that the use of the prospectus may be resumed, and has received copies of any
additional or supplemental filings which are incorporated by reference in the
prospectus, and, if so directed by the Company, the Holder will, or will request
the managing underwriter or underwriters, if any, to, deliver to the Company (at
the Company's expense) all copies in their possession or control, other than
permanent file copies then in the Holder's possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice. If the Company shall give any such notice, the time periods mentioned in
subsection b of this Section 5 shall be extended by the number of days during
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the period from and including the date of the giving of such notice to and
including the date when each seller of Registrable Securities covered by such
registration statement shall have received the copies of the supplemented or
amended prospectus contemplated by subsection d of this Section 5 hereof or the
notice that they may resume use of the prospectus.
Section 6. REFERENCE TO HOLDER IN REGISTRATION STATEMENT. If such
registration statement refers to the Holder by name or otherwise as the holders
of any securities of the Company, then the Holder shall have the right to
require (a) the insertion therein of language, in form and substance
satisfactory to the Holder, to the effect that the holding by the Holder of such
securities is not to be construed as a recommendation of the Holder of the
investment quality of the Company's securities covered thereby and that such
holding does not imply that the Holder will assist in meeting any future
financial requirements of the Company, or (b) if such reference to the Holder by
name or otherwise is not required by the Securities Act or any similar federal
statute then in force, the deletion of the reference to the Holder.
Section 7. REQUIRED REGISTRATION EXPENSES. All Registration Expenses
incident to the Company's performance of or compliance with the Required
Registration pursuant to this Agreement, except underwriting fees, discounts or
commissions, in each case, attributable to the sale of Registrable Securities
and any out-of-pocket expenses (including attorneys' fees) of the Holder of the
Registrable Securities, will be borne by the Company.
Section 8. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify
and hold harmless the Holder of Registrable Securities, and each Person who
controls the Holder (within the meaning of the Securities Act or the Exchange
Act), and any Agent (as hereinafter defined), or investment advisor thereof
against all Liabilities (joint and several) arising out of or based upon any
untrue or alleged untrue statement of material fact contained in any
registration statement, any amendment or supplement thereto, any prospectus or
preliminary prospectus, or 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 any such Liabilities arise out of or
are based upon any untrue statement or omission based upon information with
respect to such indemnified Person furnished in writing to the Company by such
indemnified Person expressly for use therein. In connection with an underwritten
offering, the Company will indemnify the underwriters thereof, their officers
and directors and each Person who controls such underwriters (within the meaning
of the Securities Act or the Exchange Act) to the same extent as provided above
with respect to the indemnification of the Holder of Registrable Securities or
to such other extent as the Company and such underwriters may agree.
Section 9. INDEMNIFICATION BY HOLDER OF REGISTRABLE SECURITIES. In
connection with any registration statement in which the Holder of Registrable
Securities is participating, the Holder will furnish to the Company in writing
such information with respect to the name and address of the Holder and the
amount of Registrable Securities held by the Holder and such other information
as the Company shall reasonably request for use in connection with any such
registration statement or prospectus, and agrees to indemnify, to the extent
permitted by law, the Company, its directors and officers, and each Person who
controls the Company (within the meaning of the Securities Act) against any
losses, damages and expenses resulting from any untrue statement of a material
fact or
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any omission of a material fact required to be stated in the registration
statement or prospectus or any amendment thereof or supplement thereto or
necessary to make the statements therein not misleading, to the extent, but only
to the extent, that such untrue statement or omission is based upon any
information with respect to the Holder so furnished in writing by the Holder
specifically for inclusion in any prospectus or registration statement.
Section 10. CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person entitled to
indemnification hereunder agrees to give prompt written notice to the
indemnifying party after the receipt by such Person of any written notice of the
commencement of any action, suit, proceeding or investigation or threat thereof
made in writing for which such Person may claim indemnification or contribution
pursuant to this Agreement and, unless in the written opinion of counsel for
such indemnified party a conflict of interest may exist between such indemnified
party and the indemnifying party with respect to such claim, permit the
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to such indemnified party. Whether or not such defense is assumed
by the indemnifying party, the indemnifying party will not be subject to any
liability for any settlement made without its consent. No indemnifying party
will 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. If the indemnifying party is not entitled to, or
elects not to, assume the defense of a claim, it will not be obligated to pay
the fees and expenses of more than one counsel with respect to such claim,
unless in the opinion of counsel for any indemnified party a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim, in which event the indemnifying
party shall be obligated to pay the fees and expenses of such additional counsel
or counsels.
Section 11. CONTRIBUTION. If the indemnification provided for in Sections
8 and 9 from the indemnifying party is unavailable to an indemnified party
hereunder in respect of any Liabilities, then the 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 Liabilities in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and indemnified parties in connection with the actions which resulted in
such Liabilities, as well as any other relative equitable considerations. The
relative fault of such indemnifying party and indemnified parties shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact, has been
made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access to
information, and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of any Liabilities shall be deemed to include,
subject to the limitations set forth in Section 10, any legal or other fees or
expenses reasonably incurred by such party in connection with any investigation
or proceeding. The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 11 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in this 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. The obligations of the Company
pursuant to Sections 8, 9, 10 and 11 shall be further subject to such additional
express agreements of the Company as may be required
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to facilitate an underwritten offering, PROVIDED, HOWEVER, THAT no such
agreement shall in any way limit the rights of the Holder of Registrable
Securities under this Agreement, or create additional obligations of the Holder
not set forth herein, except as otherwise expressly agreed in writing by the
Holder.
Section 12. RULE 144. The Company covenants that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the Commission thereunder (or, if the Company
is not required to file such reports, it will, upon the request of the Holder of
Registrable Securities, make publicly available other nonconfidential
information so long as necessary to permit sales under Rule 144 under the
Securities Act), and it will take such other action as the Holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable the Holder 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. Upon the request
of the Holder of Registrable Securities, the Company will deliver to the Holder
a written statement as to whether it has complied with such requirements.
Section 13. NO OBLIGATION FOR UNDERWRITTEN REGISTRATIONS. The Company is
under no obligation to provide the Holder of Registrable Securities the
opportunity to participate in any underwritten registration.
Section 14. LIMITATION ON REGISTERED OFFERINGS. The Company shall not file
any other registration statement under the Securities Act with respect to an
offering of securities by the Company for its own account for cash (i) during
the period that begins on the sixteenth day following the issuance of the New
Common Stock and ends on the date that the Company files with the Commission a
registration statement on Form S-3 covering the offer and sale of all the
Registrable Securities held by Holder, if the Company has failed to file such a
registration statement by or on the fifteenth day following the issuance of the
New Common Stock and (ii) during the period that begins on the sixty-first day
following the filing with the Commission of a registration statement on Form S-3
covering the offer and sale of all the Registrable Securities held by Holder and
ends on the date such registration statement is declared effective by the
Commission, if such registration statement has not been declared effective by
the Commission within sixty days of it being filed by the Company.
Section 15. RECAPITALIZATIONS, EXCHANGES, ETC. The provisions of this
Agreement shall apply, to the full extent set forth herein, with respect to the
Registrable Securities, to any and all shares of equity capital of the Company
or any successor or assign of the Company (whether by merger, consolidation,
sale of assets, or otherwise) which may be issued in respect of, in exchange
for, or in substitution of the Registrable Securities, in each case as the
amounts of such securities outstanding are appropriately adjusted for any equity
dividends, splits, reverse splits, combinations, recapitalizations, and the like
occurring after the date of this Agreement.
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Section 16. OPINIONS. When any legal opinion is required to be delivered
hereunder, such opinion may contain such qualifications as may be customary or
otherwise appropriate for legal opinions in similar circumstances.
Section 17. NOTICES. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when delivered personally, by facsimile or by mail, return
receipt requested, postage prepaid, addressed as follows:
IF TO COMPANY, TO:
Consolidated Graphics, Inc.
0000 Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxx X. Xxxxx
WITH A COPY TO:
R. Xxxxx Xxxxxx, Xx., Esq.
Xxxxxxxx Xxxxxxxx & Xxxxxx, P.C.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
IF TO THE HOLDER:
Continental Graphics Corporation
0000 Xxxxxxxx Xxxxxxxxx,
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Malmo, Esq.
WITH A COPY TO:
Xxxxxx, Xxxxxx & Xxxxx LLP
000 Xxxxx Xxxxx Xxxxxx,
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxx-Xxxxx, Esq.
IF TO ANY PERSON OTHER THAN THE HOLDER:
to the address of such Person on the records of the transfer agent of the
Company as of the date prior to the date of any notice by the Company
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or to such other address as any party may furnish to the others in writing in
accordance herewith, except that notices of changes of address shall be
effective only upon receipt, and that failure to copy legal counsel shall not
invalidate notices otherwise properly given; provided, however, that in the case
of facsimile transmissions, the facsimile must be legible.
Section 18. APPLICABLE LAW. This Agreement and all rights and obligations
hereunder, including matters of construction, validity and performance, shall be
governed by the laws of the State of California, without giving effect to the
principles of conflicts of laws thereof.
Section 19. AMENDMENT AND WAIVER. This Agreement may be amended, and the
provisions hereof may be waived, only by a written instrument signed by (a) the
Holder and (b) the Company. No failure by either party hereto at any time to
give notice of any breach by the other party of, or to require compliance with,
any condition or provision of this Agreement shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent
time.
Section 20. REMEDY FOR BREACH OF CONTRACT. The parties agree that if there
is any breach or asserted breach of the terms, covenants, or conditions of this
Agreement, the remedy of the parties hereto shall be at law and in equity and
injunctive relief shall lie for the enforcement of or relief from any provisions
of this Agreement. If any remedy or relief is sought and obtained by any party
against one of the other parties pursuant to this Section 20, the other party
shall, in addition to the remedy of relief so obtained, be liable to the party
seeking such remedy or relief for the reasonable expenses incurred by such party
in successfully obtaining such remedy or relief, including the reasonable fees
and expenses of such party's counsel.
Section 21. SEVERABILITY. It is a desire and intent of the parties that
the terms, provisions, covenants, and remedies contained in this Agreement shall
be enforceable to the fullest extent permitted by law. If any such term,
provision, covenant, or remedy of this Agreement or the application thereof to
any Person or circumstances shall, to any extent, be construed to be invalid or
unenforceable, in whole or in part, then such term, provision, covenant, or
remedy shall be construed in a manner so as to permit its enforceability under
the applicable law to the fullest extent permitted by law. In any case, the
remaining provisions of this Agreement, or the application thereof to any Person
or circumstances other than those to which they have been held invalid or
unenforceable, shall remain in full force and effect.
Section 22. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.
Section 23. HEADINGS. The section and paragraph headings have been
inserted for purposes of convenience of reference only and shall not be used for
interpretive purposes.
Section 24. BINDING EFFECT. Unless otherwise provided herein, the
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, legal representatives,
successors, and permitted assigns, and is not intended to confer upon any
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other Person any right or remedies hereunder; PROVIDED, HOWEVER, THAT a
transferee of the Holder, other than as contemplated in (a), (b) or (c) of the
definitions of Registrable Securities in Section 1, shall be deemed to be the
Holder for purposes of obtaining the benefits or enforcing the rights of the
Holder.
Section 25. ENTIRE AGREEMENT. This Agreement, together with the other
agreements referenced herein, constitutes the entire agreement and supersedes
all prior agreements, understandings, both written and oral, among the parties
with respect to the subject matter hereof.
Section 26. INFORMATION. So long as the Holder owns Registrable
Securities, the Holder agrees to deliver to the Company, upon its reasonable
request, such information about the Holder and the Holder's holdings of
Registrable Securities as the Company may reasonably request as is necessary to
permit the Company to prepare and file its annual report on Form 10-K, its proxy
statements under the Exchange Act and any filings under the Securities Act.
Without limiting the generality of the foregoing, the Holder agrees to provide
the Company, upon request, with information concerning the number of shares then
held by the Holder that are the subject of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CONSOLIDATED GRAPHICS, INC.
By: /s/ XXX X. XXXXX
Xxx X. Xxxxx
Chief Executive Officer
CONTINENTAL GRAPHICS CORPORATION
By: /s/ XXXXXX X. XXXXXXXX
Name: Xxxxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
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