EXHIBIT 10.7
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made and entered into
as of November 16, 1998, by and between Input/Output, Inc., a Delaware
corporation ("I/O" or the "Company"), and The Laitram Corporation, a Louisiana
corporation ("Stockholder"). I/O and Stockholder are each a "party" and
together the "parties" to this Agreement.
RECITALS
Stockholder, I/O, I/O Marine, Inc., a Louisiana corporation and
wholly-owned subsidiary of I/O ("I/O Marine"), and DigiCourse, Inc., a
Louisiana corporation ("DigiCourse") and wholly-owned subsidiary of
Stockholder have entered into an Agreement and Plan of Merger dated as of
September 30, 1998 ("Merger Agreement"), pursuant to which I/O Marine has
been merged with and into DigiCourse and 100% of the issued and outstanding
capital stock of DigiCourse has been converted into shares of I/O's common
stock, par value $0.01 per share (the "Common Stock").
As a result of the consummation of the transactions contemplated by the
Merger Agreement, the Stockholder owns 5,794,000 shares of Common Stock
("Shares").
I/O wishes to grant the Stockholder certain registration rights in the
Shares.
NOW, THEREFORE, in consideration of the mutual promises and covenants that
follow, the parties agree as follows:
1. CERTAIN DEFINITIONS. Terms used in this Agreement shall have the following
meanings:
"COMMISSION" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
"REGISTRABLE SECURITIES" means (i) the Shares and any and all shares
of Common Stock issued or issuable at any time or from time to time in
respect of which I/O has previously or may in the future grant in writing
registration rights (collectively, the "Registrable Common"); and (ii) any
Common Stock issued or issuable at any time or from time to time in respect
of the Shares or the Registrable Common upon a stock split, stock dividend,
recapitalization or other similar event involving I/O; PROVIDED, HOWEVER,
that shares of Common Stock which are Registrable Securities shall cease to
be Registrable Securities upon any sale pursuant to a Registration
Statement, Section 4(1) of the Securities Act or
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Rule 144 under the Securities Act, or any sale in any manner to a person
or entity which, by virtue of Section 3.2 of this Agreement, is not
entitled to the rights provided by this Agreement.
The terms "REGISTER," "REGISTERED", and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering by the
Commission of the effectiveness of such registration statement.
"REGISTRATION EXPENSES" means all expenses, other than Selling
Expenses (as defined below), incurred by I/O in complying with Section 2 of
this Agreement, but excluding the compensation of regular employees of I/O
which shall be paid in any event by I/O.
"SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar federal statute and the rules and regulations promulgated by the
Commission, all as in effect at the time.
"SELLING EXPENSES" means only the underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities
registered by the Stockholder and all fees and disbursements of counsel for
the Stockholder.
"STOCKHOLDER" means The Laitram Corporation and any transferee
pursuant to the terms of Section 3.2.
"UNDERWRITTEN PUBLIC OFFERING" means a public offering in which the
Common Stock is offered and sold on a firm commitment basis through one or
more underwriters, all pursuant to an underwriting agreement to which I/O
and the underwriters, among others, are parties.
2. REGISTRATION RIGHTS.
2.1 PIGGYBACK REGISTRATION.
(a) NOTICE OF REGISTRATION. If at any time during the term of this
Agreement, I/O registers any of its Common Stock for its own account or for
the account of any other stockholders relating to an Underwritten Public
Offering, I/O shall:
(i) promptly, but in any event at least twenty (20) days before
I/O files a registration statement pursuant to an Underwritten Public
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Offering, give to the Stockholder written notice; and
(ii) subject to Section 2.9 hereof, include in such registration
(and any related blue sky laws qualification) the Registrable
Securities as the Stockholder requests in a writing delivered to I/O
within (ten) 10 days after receipt of I/O's written notice delivered
pursuant to Section 2.1(a)(i) above. I/O shall have no obligation to
include in the registration any Registrable Securities of the
Stockholder from whom a written request was not timely received.
Notwithstanding the forgoing to the contrary, in the event that the
Stockholder requests inclusion of Registrable Securities in an
Underwritten Public Offering prepared by I/O for the account of
another stockholder, I/O shall only have the obligation to include
such Registerable Securities, if any, as I/O shall have the right
(contractual or otherwise) to include in such Underwritten Public
Offering.
(b) RIGHT TO TERMINATE REGISTRATION. I/O shall have the right to
terminate or withdraw any registration initiated by I/O under this Section
2.1 prior to the effectiveness of the registration whether the Stockholder
has elected to include its Registrable Securities in the registration;
PROVIDED, HOWEVER, that in such event, I/O shall promptly pay all
reasonable out-of-pocket costs and expenses of the Stockholder incurred in
connection with the terminated registration.
2.2 DEMAND REGISTRATIONS. At any time from and after the effective date
of this Agreement and during the term of this Agreement, the Stockholder may
make up to two written requests for registration under the Securities Act,
pursuant to this Section 2.2 of all or part of its Registrable Securities (each
a "Demand Registration"). Each such request will specify the number of shares
of Registrable Securities proposed to be sold and will also specify the intended
method of disposition thereof. The Company shall not be required to effect more
than two Demand Registrations pursuant to this Section 2.2, and each such Demand
Registration shall not be made for less than one million (1,000,000) shares of
Registrable Securities. If a registration has become effective but is withdrawn
before completion of the offering contemplated thereby, then such registration
shall not count as either of the Demand Registrations contemplated by this
Section 2.2.
(a) UNDERWRITTEN PUBLIC OFFERING. If a Demand Registration is in the
form of an underwritten offering, the Stockholder shall select the
underwriter for such offering subject to the approval of the Company (which
approval shall not be unreasonably withheld), and the Company shall enter
into an underwriting agreement with such underwriter containing
representations, warranties,
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indemnities and agreements then customarily included by an issuer in
underwriting agreements with respect to secondary distributions. The
Company shall not cause the registration under the Securities Act of any
other shares of its Common Stock to become effective (other than
registration of an employee stock plan, or registration in connection
with any Rule 145 or similar transaction) during the effectiveness of a
registration requested hereunder for an underwritten public offering if,
in the judgment of the underwriter or underwriters, such registration
would adversely affect the offering of the Registrable Securities
subject to the Demand Registration.
(b) INCLUSION OF ADDITIONAL SHARES. The Company may include in a
registration pursuant to this Section 2.2 securities for its own account or
for the account of other third parties (including officers and employees of
the Company), in amounts as determined by the Company's Board of Directors
("Additional Shares") so long as the inclusion thereof does not in any way
exclude or otherwise impair the rights of the Stockholder who has requested
registration pursuant to Section 2.2 above to include in such registration
all Registrable Securities so requested. Notwithstanding any other
provision of this Agreement to the contrary, if the underwriter managing
the offering determines that, because of marketing factors, all of the
Registrable Securities and Additional Shares requested to be registered may
not be included in the offering, then all or a portion of the Additional
Shares shall be excluded to the extent so required by such limitation,
prior to the exclusion, if any, of Registrable Securities of the
Stockholder. To facilitate the allocation of shares in accordance with the
above provisions, the Company or the underwriters may round the number of
shares allocated to any person to the nearest 100 shares.
2.3 EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with registrations pursuant to (i) Section 2.1 piggyback
registrations shall be borne by I/O, and (ii) Section 2.2 demand registrations
shall be borne by the Stockholder. All Selling Expenses relating to securities
registered on behalf of the Stockholder pursuant to Sections 2.1 and 2.2 shall
be borne by the Stockholder.
2.4 I/O'S OBLIGATIONS IN REGISTRATION. Whenever the Stockholder has
requested that any Registrable Securities be registered pursuant to this
Agreement, the Company will use its reasonable best efforts to effect the
registration and the sale of such Registrable Securities under the Securities
Act, as provided herein, and as expeditiously as possible:
(a) prepare and file with the Commission as soon as practicable but in no
event later than sixty (60) days after receipt of a request to file a
registration statement with
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respect to Registrable Securities, a registration statement on any form for
which the Company then qualifies or which counsel for the Company shall deem
appropriate and which form shall be available for the sale of such issue of
Registrable Securities in accordance with the intended method of distribution
thereof, and use its best efforts to cause such registration statement to
become effective as promptly as practicable thereafter; PROVIDED, that if the
Company shall furnish to the Stockholders a certificate signed by the Chief
Executive Officer of the Company stating that in the good faith reasonable
judgment of the Board of Directors it would be significantly disadvantageous
to the Company and its stockholders for such a registration statement to be
filed on or before the date filing would be required or to become effective,
the Company shall have an additional period of not more than one-hundred
fifty (150) days within which to file (or before which it requests the
effectiveness of) such registration statement; and PROVIDED, FURTHER, that
before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company will (i) furnish to counsel selected by each
seller of Registrable Securities copies of all such documents proposed to be
filed and (ii) notify each seller of Registrable Securities of any stop order
issued or threatened by the Commission and take all 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 supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective (and such
prospectus current as required by the Securities Act) for a period of not less
than 80 days or such shorter period which will terminate when all Registrable
Securities covered by such registration statement have been sold (but not before
the expiration of the applicable period referred to in Section 4(3) of the
Securities Act and Rule 174 thereunder, if applicable), and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;
(c) furnish to each seller of Registrable Securities to be included in a
registration statement copies of such registration statement as filed and each
amendment and supplement thereto (in each case including all exhibits thereto),
the prospectus included in such registration statement (including each
preliminary prospectus) and each amendment and supplement thereto and such other
documents as such seller may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such seller;
(d) use its reasonable best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller
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reasonably requests and do any and all other acts and things which may be
necessary or advisable to enable such seller to consummate the disposition in
such jurisdictions of the Registrable Securities owned by such seller;
PROVIDED, that the Company will not be required to (i) qualify generally to
do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 2.4(d), (ii) subject itself to taxation in any
such jurisdiction or (iii) consent to general service of process in any such
jurisdiction, but the Company will be required to consent to service of
process in actions arising out of or in connection with the sale of the
Registrable Securities or any violation of state securities laws;
(e) use its reasonable best efforts to cause the Registrable Securities
covered by such registration statement to be registered with or approved by any
other governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable the seller or sellers thereof
to consummate the disposition of such Registrable Securities;
(f) enter into customary agreements (including an underwriting agreement
in customary form) and take such other actions as are required in order to
expedite or facilitate the disposition of such Registrable Securities; and
(g) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed, provided that the applicable listing requirements are satisfied.
The Company may require each seller of Registrable Securities as to which
any registration is being effected to furnish to the Company such information
regarding matters relating to such seller's Registrable Securities as are
customary and as the Company may from time to time reasonably request in
writing.
In addition, the management of I/O will, without unduly interfering with
the business and operations of I/O, cooperate to a commercially reasonable
degree in connection with any Stockholder request that Registrable Securities be
registered pursuant to this Agreement, including customary "road show"
presentations.
2.5 INDEMNIFICATION.
(a) To the extent permitted by law, I/O will indemnify and hold
harmless Stockholder, each of its directors and officers and each person
who controls Stockholder within the meaning of Section 15 of the Securities
Act, with respect to registration, qualification or compliance which has
been effected pursuant to this Agreement, against all expenses, claims,
losses, actions, damages
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or liabilities to the extent to which each such person is subject,
including any of the foregoing incurred in settlement of any litigation,
commenced or threatened, to the extent such expenses, claims, losses,
damages or liabilities (or proceedings in respect thereof) arise out of
or are based on any untrue statement (or alleged untrue statement) of a
material fact contained in any registration statement, prospectus,
offering circular or other document, or any amendment or supplement
thereto, incident to any such registration, qualification or compliance,
or arise out of or are based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances in which
they were made, not misleading, or any violation by I/O of the
Securities Act or any rule or regulation promulgated under the
Securities Act applicable to I/O in connection with any such
registration, qualification or compliance, and I/O will reimburse the
indemnified persons, for any legal and any other expenses reasonably
incurred in connection with investigating, preparing or defending any
such claim, loss, damage, liability or action, PROVIDED, HOWEVER, that
the indemnity contained herein shall not apply to amounts paid in
settlement of any claim, loss, damage, liability or expense if
settlement is effected without the consent of I/O (which consent shall
not unreasonably be withheld); PROVIDED, FURTHER, that I/O will not be
liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement
or omission or alleged untrue statement or omission, made in reliance
upon and in conformity with information furnished to I/O expressly for
inclusion in such registration by the Stockholder. Notwithstanding the
foregoing, insofar as the foregoing indemnity relates to any such untrue
statement (or alleged untrue statement) or omission (or alleged
omission) made in the preliminary prospectus but eliminated or remedied
in the amended prospectus on file with the Commission at the time the
registration statement becomes effective or in the final prospectus
filed with the Commission pursuant to the applicable rules of the
Commission or in any supplement or addendum thereto, the indemnity
agreement herein shall not inure to the benefit of Stockholder if a copy
of the final prospectus filed pursuant to such rules, together with all
supplements and addenda thereto, was not furnished to the person or
entity asserting the loss, liability, claim or damage at or prior to the
time such furnishing is required by the Securities Act.
(b) To the extent permitted by law, the Stockholder will, if
securities held by the Stockholder are included in the securities as to
which the registration, qualification or compliance is being effected
pursuant to the terms of this Agreement, indemnify and hold harmless I/O,
each of its directors and officers, each person who controls I/O within the
meaning of Section 15 of the Securities Act, and each other person selling
I/O's securities covered by such registration
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statement, each of such person's officers and directors and each person
controlling such persons within the meaning of Section 15 of the
Securities Act, against all claims, losses, damages and liabilities (or
actions in respect thereof) to the extent to which such person or entity
is subject, arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or arising
out of or based on 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, or any violation by the Stockholder
of any rule or regulation promulgated under the Securities Act
applicable to the Stockholder and relating to action or inaction
required of the Stockholder in connection with any such registration,
qualification or compliance, and will reimburse I/O, such other persons,
such directors, officers, persons or control persons for any legal or
other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each
case to the extent, but only to the extent, that such untrue statement
(or alleged untrue statement) or omission (or alleged omission) is made
in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with information furnished
to I/O by the Stockholder expressly for inclusion in such registration;
PROVIDED, HOWEVER, that the indemnity contained herein shall not apply
to amounts paid in settlement of any claim, loss, damage, liability or
expense if settlement is effected without the consent of the Stockholder
(which consent shall not be unreasonably withheld). Notwithstanding the
foregoing, the liability of the Stockholder under this subsection (b)
shall be limited in an amount equal to the net proceeds from the sale of
the Shares sold by the Stockholder, unless such liability arises out of
or is based on intentional misconduct or an intentional omission by the
Stockholder, in which case such limitation shall not apply.
(c) Each party entitled to indemnification under this Section 2.5
(the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any action or proceeding
commenced against, or written demand made on any such party in respect of
which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting therefrom,
provided that counsel for the Indemnifying Party, who shall conduct the
defense of such claim or litigation, shall be approved by the Indemnified
Party (whose approval shall not unreasonably be withheld), and the
Indemnified Party may participate in such defense at such party's expense,
and provided further that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the
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Indemnifying Party of its obligations under this Agreement unless the
failure to give such notice is materially prejudicial to an Indemnifying
Party's ability to defend such action and provided further, that the
Indemnifying Party shall not assume the defense for matters as to which
there is a conflict of interest or as to which the Indemnifying Party is
asserting separate or different defenses, which defenses are
inconsistent with the defenses of the Indemnified Party. No Indemnifying
Party, in the defense of any such claim or litigation, shall, except
with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such
claim or litigation. No Indemnified Party shall consent to entry of any
judgment or enter into any settlement without the consent of each
Indemnifying Party.
(d) If the indemnification provided for in this Section 2.5 is
unavailable to an Indemnified Party in respect of any otherwise indemnified
losses, claims, damages or liabilities, then each 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 or liabilities in such proportion as is appropriate to
reflect the relative fault of I/O on the one hand and the Stockholder on
the other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault of I/O on the one hand and the
Stockholder on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of material fact or
the omission or alleged omission to state a material fact relates to
information supplied by I/O or by the Stockholder and the parties' relevant
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. I/O and the Stockholder agree that it
would not be just and equitable if contribution pursuant to this Section
2.5(d) were based solely upon the number of entities from whom contribution
was requested or by any other method of allocation which does not take
account of the equitable considerations referred to above in this Section
2.5(d). The amount paid or payable by an Indemnified Party as a result of
the losses, claims, damages and liabilities referred to above in this
Section 2.5(d) shall be deemed to include any legal or other expenses
reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim, subject to the
provisions of Section 2.5(c) hereof. 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 (within the meaning of Section 11(f)
of the Securities Act).
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2.6 CERTAIN INFORMATION. The Stockholder agrees, with respect to any
Registrable Securities included in any registration, to furnish to I/O that
information regarding the Stockholder, the Registrable Securities and the
distribution proposed by the Stockholder as I/O may reasonably request in
writing and as shall be required in connection with any registration,
qualification or compliance.
2.7 "LOCK-UP" AGREEMENT. With respect to any registration under Section
2.1, the Stockholder, if requested by I/O and/or the managing underwriter of
Common Stock or other securities of I/O, shall agree not to sell or otherwise
transfer or dispose of any Registrable Securities or other securities of I/O
held by the Stockholder within 14 days prior to, and for a specified period of
time (not to exceed 120 days) following, the effective date of a registration
statement. Such agreement shall be in writing in a form reasonably satisfactory
to the Stockholder, I/O and such underwriter. I/O may impose stop transfer
instructions with respect to the Registrable Securities or other securities
subject to the foregoing restriction until the end of the lock-up period.
2.8 RULE 144 REPORTING. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the Restricted Securities ("Restricted Securities" is defined for
purposes of this Agreement as defined in Rule 144 under the Securities Act) to
the public without registration, I/O agrees, during the term of this Agreement,
to use its best lawful efforts to:
(a) Make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times
during which I/O is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) File with the Commission in a timely manner all reports and other
documents required of I/O under the Securities Act and the Exchange Act (at
all times during which I/O is subject to such reporting requirements); and
(c) So long as the Stockholder owns any Restricted Securities, to
furnish to the Stockholder upon request a written statement by I/O as to
its compliance with the reporting requirements of Rule 144 and with regard
to the Securities Exchange Act of 1934 (at all times during which I/O is
subject to such reporting requirements), a copy of the most recent annual
or quarterly report of I/O, and such other reports and documents of I/O and
other information in the possession of or reasonably obtainable by I/O as
the Stockholder may reasonably request in availing itself of any rule or
regulation of the Commission allowing the Stockholder to sell securities
without registration.
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2.9 UNDERWRITING. The right of the Stockholder to registration under this
Agreement under Section 2.1 shall be conditioned upon the Stockholder's
participation in the underwriting. The inclusion of Stockholder's Registrable
Securities in the underwriting may be limited. The Stockholder shall (together
with I/O and the other holders distributing their securities through the
underwriting) enter into an underwriting agreement in customary form with the
managing underwriter(s) selected for the underwriting by I/O. If the managing
underwriter(s) determines that marketing factors require a limitation of the
number of shares to be underwritten, the managing underwriter(s) may limit some
or all of the Registrable Securities that may be included in the registration
and underwriting as follows: the number of Registrable Securities that may be
included in the registration and underwriting by the Stockholder shall be
determined by multiplying the number of shares of Registrable Securities of all
selling stockholders of I/O which the managing underwriter(s) is willing to
include in the registration and underwriting, times a fraction, the numerator of
which is the number of Registrable Securities requested to be included in the
registration and underwriting by the Stockholder, and the denominator of which
is the total number of Registrable Securities which all selling stockholders of
I/O have requested to have included in the registration and underwriting. I/O
may round the number of shares allocable to any such person to the nearest 100
shares.
3. MISCELLANEOUS.
3.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE
INTERNAL LAWS OF THE STATE OF DELAWARE.
3.2 NO TRANSFER; TERMINATION. These registration rights are not
transferable, except by operation of law, and shall not inure to the benefit of
any person other than the Stockholder; PROVIDED, HOWEVER, that the Stockholder
may transfer the registration rights granted hereunder or any portion thereof to
any transferee who (i) holds 1,000,000 or more Registerable Securities after
giving effect to such transaction and (ii) agrees to be bound by the terms and
conditions of this Agreement and signs an addendum to this agreement to such
effect. After such a transfer, both the Stockholder and each such transferee
shall be entitled to the notice provided in Section 2.1 and the piggyback rights
provided in Section 2, including piggyback rights upon the registration of
Registrable Securities as a result of a Demand Registration pursuant to Section
2.2. The rights and provisions of this Agreement shall terminate on the
earliest to occur of (i) such time as the Stockholder remains an "affiliate" of
the Company under Rule 144 and can sell its remaining Registrable Securities
under Rule 144 within any three (3) month period or (ii) such time as the
Stockholder ceases to be an "affiliate" of the Company under Rule 144 and all of
its Registrable Securities may be sold pursuant to
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Rule 144(k) under the Securities Act.
3.3 ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
Agreement's subject matter. Any provision of this Agreement may be amended,
waived, discharged or terminated only upon the written consent of I/O and
Stockholder.
3.4 NOTICES. All notices or other communications which are required or
may be given under this Agreement shall be in writing and shall be deemed to
have been duly given when delivered in person, transmitted by telecopier and
confirmed, or mailed by registered or certified first class mail, postage
prepaid, return receipt requested to the parties hereto at the address set forth
below (as the same may be changed from time to time by notice similarly given)
or the last known business or residence address of such other person as may be
designated by either party hereto in writing.
If to the Stockholder:
The Laitram Corporation
000 Xxxxxxx Xxxx
Xxxxxxx, Xx. 00000
Attention: General Counsel
If to I/O:
Input/Output, Inc.
00000 Xxxx Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx, Xxxxx 00000
Attention: General Counsel
3.5 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay or
omission to exercise any right, power or remedy accruing to any party to this
Agreement shall impair any such right, power or remedy of such party nor shall
it be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any party of any
breach or default under this Agreement, or any waiver on the part of any party
of any provisions or conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing. All
remedies either under this Agreement or by law or otherwise afforded to any
party to this Agreement, shall be cumulative and not alternative.
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3.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
3.7 SEVERABILITY. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision.
3.8 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement
are used for convenience only and are not considered in construing or
interpreting this Agreement.
3.9 NO THIRD PARTY RIGHTS. Except as otherwise provided in Sections 2.5
and 3.2, this Agreement shall not create benefits on behalf of any Person who is
not a party to this Agreement, and this Agreement shall be effective only as
between the parties hereto, their successors and permitted assigns.
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IN WITNESS WHEREOF, the undersigned or each of their respective duly
authorized officers or representatives have executed this agreement effective
upon the date first set forth above.
INPUT/OUTPUT, INC.
By: /s/ XXXX XXXXXXXX
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Xxxx Xxxxxxxx, Chairman
THE LAITRAM CORPORATION
By: /s/ XXXXX X. XXXXXXX, XX.
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Xxxxx X. Xxxxxxx, Xx., Chairman
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