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EXHIBIT 5
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated June 30, 1998 by and between The
Meridian Resource Corporation, a Texas corporation (the "Company"), and Shell
Louisiana Onshore Properties Inc., a Delaware corporation ("Security Holder").
W I T N E S S E T H:
WHEREAS, the Company and Security Holder have entered into an Agreement
and Plan of Merger dated as of March 27, 1998 (the "Merger Agreement") which
provides, among other things, for the execution of this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and in the Merger Agreement the parties hereto agree as follows:
Section 1. DEFINITIONS. The terms defined in this Section, whenever used
in this Agreement, shall, unless the context otherwise requires, have the
respective meanings hereinafter specified. Terms not defined in this Agreement,
and defined in the Merger Agreement have the meanings assigned them in the
Merger Agreement.
"Agreement" shall mean this Registration Rights Agreement.
"Commission" shall mean the United States Securities and Exchange
Commission.
"Common Stock" shall mean the Company's authorized Common Stock, par value
$0.01 per share.
"Company" shall mean The Meridian Resource Corporation, a Texas
corporation, and any successor corporation by merger, consolidation or otherwise
and any parent corporation resulting from the merger or consolidation of the
Company with or into a subsidiary of another corporation.
"Eligible Stock" means the issued and outstanding shares of Common Stock
(i) that have been issued pursuant to the Agreement and Plan of Merger (the
"Merger Agreement") by and among the Company, the Security Holder, LOPI
Acquisition Corp. and Louisiana Onshore Properties, Inc., (ii) that have been
issued upon conversion of the Series A Convertible Preferred Stock issued
pursuant to the Merger Agreement; (iii) that have been purchased by the Security
Holder upon the exercise of its rights pursuant to the Stock Rights and
Restrictions Agreement; and (iv) that may be issued pursuant to Section 2.7 of
the Stock Rights and Restriction Agreement.
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"Exchange Act" shall mean the Securities Exchange Act of 1934, and the
rules and regulations of the Commission thereunder, all as the same shall be in
effect at the time.
"Person" shall mean an individual, a corporation, a partnership, a trust,
an unincorporated organization or a government or any agency or political
subdivision thereof.
"Public Offering" shall mean a firm commitment underwritten public
offering pursuant to a registration statement under the Securities Act.
"Registrable Securities" shall mean that portion of the shares of Eligible
Stock that any Security Holder is permitted to sell under Section 2.4(f) of the
Stock Rights and Restriction Agreement, as such Section may be adjusted in
accordance with terms of such Agreement.
"Registration" shall mean the registration under the Securities Act of
Registrable Securities pursuant to either Section 2.A hereof or 2.B hereof.
"Registration Statement" shall mean a registration statement filed under
the Securities Act or a similar document filed pursuant to any other statute
then in effect corresponding to the Securities Act.
"Securities Act" shall mean the Securities Act of 1933, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.
"Security Holder" shall mean Shell Louisiana Onshore Properties Inc., a
Delaware corporation, its permitted assigns, or any affiliate thereof holding
Common Stock or any successor corporation to any of the foregoing by merger or
consolidation or otherwise.
"Stock Rights and Restrictions Agreement" means that certain Stock Rights
and Restrictions Agreement of even date herewith between the Company and the
Security Holder.
Section 2. REGISTRATION RIGHTS.
A. DEMAND REGISTRATIONS. Subject to the provisions of Section 5 in the
event of assignment of this Agreement, if the Company shall receive a written
request from Security Holder requesting that the Company file a Registration
Statement relating to Registrable Securities, the Company will as promptly as
practicable prepare and file a Registration Statement and use reasonable best
efforts to cause the Registration Statement to become effective; subject,
however, to the following provisions:
(1) the Company shall be required to file no more than an aggregate
of 5 Registration Statements on behalf of Security Holder (or Security Holders
in the event of an assignment of this Agreement) pursuant to this Subsection
2.A, plus
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any number of additional Registration Statements (not to exceed an aggregate of
an additional 5) as to which, at the time of the first filing with the SEC, the
Security Holder (or Security Holders in the event of an assignment of this
Agreement) and its underwriter(s) have reasonably estimated that the price to
the public of the Registrable Securities to be sold (before discounts,
commissions, and expenses) will be equal to or greater than $50,000,000;
(2) the Company shall not be obligated (i) to file a requested
Registration in the event that the aggregate number of Registrable Securities to
be included in such requested Registration is less than 2 1/2% of the issued and
outstanding Common Stock; or (ii) to prepare or file such Registration Statement
or an amendment or supplement thereto, and may suspend sales, at any time when
the Company reasonably determines (by action of the Company's Board of Directors
or an officer duly authorized by the Board of Directors to make such decision)
that the filing thereof at the time requested, or the offering of Registrable
Securities pursuant thereto, would materially and adversely affect a pending or
proposed offering of securities of the Company, an acquisition, merger,
recapitalization, consolidation, reorganization or similar transaction relating
to the Company or negotiations, discussions or pending proposals with respect
thereto or require premature disclosure of information not otherwise required to
be disclosed to the potential detriment of the Company; PROVIDED, HOWEVER, that
such period of sale or distribution shall resume after any such suspension for a
number of days necessary to keep such Registration effective for permitted sales
thereunder for a term of 90 days. The filing of a Registration Statement, or any
amendment or supplement thereto, by the Company may not be deferred, and the
sale and distribution of shares may not be suspended, in each case pursuant to
the foregoing provisions, for more than 60 days after the abandonment or
consummation (or the completion of the distribution of securities in the case of
a public offering) of any of the proposals or transactions described therein or,
in any event, for more than 120 days during any one year;
(3) a Registration Statement filed pursuant to a request of Security
Holder shall first include all Registrable Securities requested to be included
by Security Holder and, only after such inclusion, may, include securities of
the Company being sold for the account of the Company provided, however, that
securities to be offered on behalf of the Company will be included in such
Registration Statement only to the extent that, in the reasonable opinion of the
managing underwriter for the Public Offering of Registrable Securities on behalf
of Security Holder, such inclusion will not materially adversely affect the
distribution of Registrable Securities on behalf of Security Holder;
(4) the selection of an underwriter for a Public Offering of
Registrable Securities by Security Holder shall be subject to the approval of
the Company, which shall not be unreasonably withheld;
(5) for purposes of paragraph (1) of this Subsection A, if a
requested Registration Statement is filed and the Company otherwise complies
with its obligations hereunder, but the Registration Statement is withdrawn by
Security Holder due to a
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delay in the offering requested by the Company for a period of more than 15
business days pursuant to Section 2, then no requested Registration Statement
shall be deemed to have been filed; and
(6) no Other Holder (as defined below) shall be entitled to include
securities or piggyback in any Registration demanded by Security Holder.
B. INCIDENTAL/"PIGGY-BACK" REGISTRATIONS. If the Company at any time
proposes to file a Registration Statement (other than a Registration Statement
filed pursuant to Subsection A of this Section) under the Securities Act
relating to a Public Offering of Common Stock to be sold for cash that would
permit the registration of Registrable Securities, it will give Security Holder
as much advance notice, in writing, as is reasonably practicable under the
circumstances, but in any event not less than 5 days, before the filing with the
Commission of such Registration Statement, which notice shall set forth the
securities proposed to be registered. The notice shall offer to include in such
filing such amount of Registrable Securities as Security Holder may request. If
Security Holder wishes to have Registrable Securities registered for sale in the
Public Offering pursuant to this Subsection B, it shall advise the Company in
writing within 20 days after the date of receipt of such offer from the Company
(or such shorter period, but in any event not less than 5 days, as the Company
shall specify in its notice to Security Holder), setting forth the amount of
Registrable Securities for which registration is requested. If the managing
underwriter of the proposed Public Offering of Common Stock by the Company shall
advise the Company in writing that, in the reasonable opinion of the managing
underwriter, the distribution of the Registrable Securities requested by
Security Holder to be included in the Registration Statement concurrently with
securities being registered for sale by the Company would materially adversely
affect the distribution of such securities by the Company and Security Holder,
then the Company shall so advise the Security Holder and the number of
securities that are entitled to be included in the registration and underwriting
shall be allocated as follows: (i) in the event a Registration Statement is
being filed in connection with the exercise of registration rights by a security
holder other than the Security Holder (an "Other Holder"), all of any Other
Holder's shares of Common Stock shall be included in the registration and the
remaining number of securities that are entitled to be included in the
registration shall be allocated (A) 80% to the Company and any other
shareholders (not including the Other Holder or the Security Holder) whose
shares are to be included in such Registration Statement and (B) 20% to the
Security Holder, and (ii) in the event the registration is not being filed in
connection with the exercise of registration rights of any Other Holder (a) 80%
to the Company and any other shareholders (not including Security Holder) whose
shares are to be included in such Registration Statement and (b) 20% to Security
Holder. If any Person does not agree to the terms of any such underwriting, such
Person shall be excluded therefrom by written notice from the Company or the
underwriter.
Nothing contained in this Subsection B shall, however, limit the
Company's right to cancel, postpone or withdraw any such registration proposed
by the Company for any reason.
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Any obligation of the Company to effect a registration pursuant to
this Subsection B shall be conditioned upon Security Holder entering into an
underwriting agreement with the Company and the managing underwriters of the
registered offering of the type described in paragraph (10) of Subsection C.
C. REGISTRATION PROCEDURES. If the Company is required by the provisions
of Subsections A or B of this Section 2 to effect the Registration of any of the
Registrable Securities under the Securities Act, the Company will, as soon as in
reasonably practicable:
(1) Prepare and file with the Commission a Registration Statement
with respect to such securities and use its reasonable best efforts to cause
such Registration Statement to become and, subject to paragraph (2) of this
Subsection C, remain effective.
(2) Keep such Registration effective, and the prospectus used in
connection therewith, current for a period of ninety (90) days or until the
Security Holder has completed the distribution described in the Registration
Statement relating thereto, whichever first occurs (the "Selling Period");
provided, however, that (a) the Selling Period shall be extended for a period of
time equal to any period that Security Holder refrains from selling any
securities included in such registration pursuant to a suspension under
Subsection A.
(3) 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 in compliance with Section 10 of the Securities Act, and
to comply with the provisions of the Securities Act with respect to the sale or
other disposition of all Common Stock covered by such Registration Statement;
provided, however, that the Company shall have no obligation under this
paragraph (3) after the period required by paragraph (2) of this Subsection C
has lapsed.
(4) Furnish to Security Holder such number of copies of such
Registration Statement and of each amendment and supplement thereto (in each
case including all exhibits), such number of copies of the prospectus included
in such Registration Statement (including each preliminary prospectus, summary
prospectus and prospectus supplement), in conformity with the requirements of
the Securities Act, and such other documents, as Security Holder may reasonably
require in order to facilitate the public offering, sale or other disposition of
the Registrable Securities owned by Security Holder.
(5) Use reasonable best efforts to register or qualify the Common
Stock covered by such Registration Statement under such other securities or blue
sky laws of jurisdictions in the United States of America as Security Holder
shall reasonably request (excluding however any jurisdiction in which the filing
would subject the Company to additional tax liability, and any jurisdiction in
which the Company would be required to execute a general consent to service of
process in effecting such
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registration or qualification which consent would not be required but for this
paragraph (5)), and do such other acts and things as may be required to enable
Security Holder to consummate the public sale or other disposition in such
jurisdictions of the Registrable Securities owned by Security Holder.
(6) Otherwise use reasonable best efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable, an earnings statement which
satisfies the provisions of Section 11(a) of the Securities Act.
(7) Immediately notify Security Holder at any time when a prospectus
is required to be delivered under the Securities Act within the Selling Period
referred to in paragraph (2) of this Subsection C, of the Company becoming aware
that the prospectus included in the Registration Statement, or as such
prospectus may be amended or supplemented, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary in order to make the statements therein not misleading in light of
the circumstances then existing, and at the request of Security Holder to
promptly prepare and furnish to Security Holder a number of copies of an amended
or supplemental prospectus as may be necessary so that, as thereafter delivered
to the purchasers of such Registrable Securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading in the light of the circumstances then existing. In the
event the Company shall give any such notice, Security Holder shall immediately
suspend use of the prospectus and the Selling Period shall be extended by the
number of days during the period from and including the date of the giving of
such notice to and including the date when Security Holder shall have received
the copies of such supplemented or amended prospectus.
(8) In the event that the Company suspends use by Security Holder of
a prospectus relating to an offering of Registrable Securities pursuant to a
suspension under Subsection A, because the Company is conducting negotiations
for a material business combination or due to pending material developments or
events that have not yet been publicly disclosed and as to which the Company
believes public disclosure will be prejudicial to the Company, the Company shall
deliver notice in writing to the effect of the foregoing and, upon receipt of
such notice, the Security Holder shall not use the prospectus, and the Selling
Period shall cease to run or will not commence, until such Security Holder has
received copies of the supplemented or amended prospectus provided for in
paragraph 3 of this Subsection C, or until it is advised in writing by the
Company that the prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such prospectus. The Company will use reasonable best efforts to
ensure that the use of the prospectus may be resumed, and the Selling Period
will commence, as promptly as is practicable and, in any event, promptly after
the earlier of (x) public disclosure of such material business combination or
pending material development or event sufficient to permit an affiliate of the
Company to sell Common Stock or (y) in the judgment of
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the Company, public disclosure of such material business combination or material
development or event would not be prejudicial to the Company.
(9) Use its reasonable best efforts to list such Registrable
Securities on the primary securities exchange or other trading market on which
the Common Stock is then listed, if such Registrable Securities are not already
so listed and if such listing is then permitted under the rules of such exchange
or other trading market, and to provide a transfer agent and registrar for such
Registrable Securities covered by such Registration Statement not later than the
effective date of such Registration Statement.
(10) Enter into such agreements (including an underwriting agreement
in customary form and containing customary provisions relating to legal opinions
and accountants' letters and customary representations and warranties and
customary provisions for mutual indemnification and contribution between the
Company and the underwriters for Security Holder) and take such other actions as
Security Holder may reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities.
(11) Make available for inspection by Security Holder, by any
underwriter participating in any disposition to be effected pursuant to such
Registration Statement and by any attorney, accountant or other agent retained
by Security Holder or any such underwriter, all customary financial and other
records, customary corporate documents and properties of the Company, and cause
all of the Company's officers, directors and employees to supply all customary
information requested by Security Holder, such underwriter, attorney, accountant
or agent, as is reasonably needed in connection with such Registration
Statement; provided such parties execute confidentiality agreements reasonably
acceptable to the Company.
Except as otherwise provided in Section 2.7(b) of the Stock Rights
and Restriction Agreement, underwriting discounts and commissions attributable
to securities offered on behalf of Security Holder plus the fees and expenses of
separate counsel for Security Holder incurred in connection with effecting a
Registration pursuant to this Section 2 shall be borne by Security Holder. All
other expenses incurred in connection with the Registration Statement shall be
borne by the Company.
It shall be a condition precedent to the obligation of the Company
to take any action pursuant to this Section 2 in respect of the Registrable
Securities which are to be registered at the request of Security Holder that
Security Holder shall furnish to the Company such information regarding the
securities held by it and the intended method of disposition thereof as the
Company shall reasonably request and as shall be required in connection with the
action taken by the Company.
D. INDEMNIFICATION.
(1) In the event of any Registration of any Registrable Securities
under the Securities Act pursuant to this Section 2, the Company agrees to
indemnify and hold harmless Security Holder, its directors, officers and
employees, and each other
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Person, if any, who controls Security Holder within the meaning of Section 15 of
the Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which Security Holder or any such director, officer, employee or
controlling Person may become subject under the Securities Act or any other
statute or at common law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon (i) any alleged
untrue statement of any material fact contained, on the effective date thereof,
in any Registration Statement under which such securities were registered under
the Securities Act, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, or (ii) any alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and shall reimburse Security Holder or
such director, officer, employee or controlling Person for reasonable legal or
any other expenses reasonably incurred by Security Holder or such director,
officer, employee or controlling Person 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 any alleged
untrue statement or alleged omission made in such Registration Statement,
preliminary prospectus, prospectus, or amendment or supplement in reliance upon
and in conformity with written information furnished to the Company in writing
for use therein; and provided, further, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage, liability or
expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission in the prospectus if such untrue
statement or alleged untrue statement or omission or alleged omission has been
the subject of a notice given to Security Holder pursuant to paragraph (7) of
Subsection C if Security Holder after receipt of such notice and prior to the
receipt of a corrected prospectus sold a Registrable Security to the Person
asserting such loss, claim, damage, liability or expense who purchased such
Registrable Security which is the subject thereof form Security Holder. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of Security Holder or such director, officer, employee or
participating Person or controlling Person, and shall survive the transfer of
such securities by Security Holder.
(2) Security Holder agrees to indemnify and hold harmless the
Company, its directors, officers and employees and each other Person, if any,
who controls the Company against any losses, claims, damages or liabilities
joint or several, to which the Company or any such director, officer, or
employee or any such Person may become subject under the Securities Act or any
other statute or at common law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any alleged untrue statement of any material fact contained, on the effective
date thereof, in any Registration Statement under which Registrable Securities
were registered under the Securities Act at the request of Security Holder, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereto, or (ii) any alleged omission to state therein a material
fact required 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
alleged untrue statement or alleged omission was made in such Registration
Statement,
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preliminary prospectus, prospectus, amendment or supplement in reliance upon and
in conformity with written information furnished to the Company in writing by
Security Holder for use therein, and shall reimburse the Company or such
director, officer, employee or other Person for any reasonable legal or any
other expenses reasonably incurred in connection with investigating or defending
any such loss, claim, damage, liability or action.
(3) Promptly after receipt by an indemnified party hereunder of
written notice of the commencement of any action or proceeding involving a claim
referred to in the preceding paragraphs of this Subsection E, such indemnified
party will, if a claim in respect thereof is to be made against an indemnifying
party, give written notice to the latter of the commencement of such action;
provided, that the failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its obligation under this
Subsection D to the extent the indemnifying party is not materially prejudiced
by such failure. In case any such action is brought against an indemnified
party, the indemnified party shall permit the indemnifying party to assume the
defense of such action or proceeding, provided that counsel for the indemnifying
party, who shall conduct the defense of such action or proceeding shall be
approved by the indemnified party (whose approval shall not be unreasonably
withheld) and the indemnified party may participate in such defense at such
indemnified party's expense unless in the opinion of counsel to such indemnified
party a conflict of interest between such indemnified and indemnifying parties
may exist in respect of such claim that would prevent the indemnified party's
counsel from adequately representing both parties, in which event the
indemnifying party shall pay the reasonable fees and expense of separate counsel
for the indemnified party. 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 to such claim or litigation. The
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm for all indemnified parties. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent.
(4) Indemnification similar to that specified in the preceding
paragraphs of this Subsection E shall be given by the Company and Security
Holder (with such modifications as shall be appropriate) with respect to
liability related to any required registration or other qualification of
Registrable Securities under any Federal or state law or regulation of
governmental authority other than the Securities Act.
(5) If the indemnification provided for in this Subsection D is
unavailable or insufficient to hold harmless an indemnified party under
paragraphs (1) or (2) above, then the indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in paragraphs (1) or (2) above, in
such proportion as is appropriate to reflect the relative fault of the Company
on the one hand and Security Holder 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 equity considerations. The relative
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fault 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
or Security Holder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The Company and Security Holder agree that it would not be just and
equitable if contributions pursuant to this paragraph (5) were to be determined
by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the first sentence of
this paragraph (5). The amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of this
paragraph (5) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any action or claim (which shall be limited as provided in paragraph (3) above
if the indemnifying party has assumed the defense of any such action in
accordance with the provisions thereof) which is the subject of this paragraph
(5). Notwithstanding the provisions of this paragraph (5), in respect of any
loss, claim, damage or liability based upon any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact which relates to information other than information supplied by Security
Holder, Security Holder shall not be required to contribute any amount in excess
of the amount by which the total price at which the Registrable Securities
offered by it and distributed to the public were offered to the public exceeds
the amount of any damages which Security Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. Promptly after receipt
by an indemnified party under this paragraph (5) of notice of the commencement
of any action against such party in respect of which a claim for contribution
may be made against an indemnifying party under this paragraph (5), such
indemnified party shall notify the indemnifying party in writing of the
commencement thereof if the notice specified in paragraph (3) above has not been
given with respect to such action; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party under this paragraph (5) to the extent such omission is
not prejudicial.
E. PUBLIC AVAILABILITY OF INFORMATION. The Company shall comply with all
public information reporting requirements of the Commission, to the extent
required from time to time to enable Security Holder to sell Registrable
Securities without Registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or (ii) any similar rule or regulation
hereafter adopted by the Commission. Upon the request of Security Holder, the
Company will deliver to Security Holder a written statement as to whether it has
complied with such requirements.
F. SUPPLYING INFORMATION. The Company shall cooperate with Security Holder
in supplying such information as may be necessary for Security Holder to
complete and file any information reporting forms presently or hereafter
required by the Commission
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as a condition to the availability of an exemption from the Securities Act for
the sale of any Registrable Securities.
G. SPECIFIC PERFORMANCE. Each party hereto acknowledges and agrees that
each other party hereto would be irreparably harmed and would have no adequate
remedy of law if any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. Accordingly, it
is agreed that, in addition to any other remedies by law or in equity which may
be available, the parties hereto shall be entitled to obtain temporary and
permanent injunctive relief with respect to any breach or threatened breach of,
or otherwise obtain specific performance of the covenants and other agreements
contained in this Agreement.
Section 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to Security Holder that (a) the Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Texas and has the corporate power and authority to enter into this
Agreement and to carry out its obligations hereunder, (b) the execution and
delivery of this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Company and no other corporate proceedings
on the part of the Company are necessary to authorize this Agreement or any of
the transactions contemplated hereby, and (c) this Agreement has been duly
executed and delivered by the Company and constitutes a valid and binding
obligation of the Company, and, assuming this Agreement constitutes a valid and
binding obligation of Security Holder is enforceable against the Company in
accordance with its terms, subject to applicable bankruptcy, reorganization,
insolvency, moratorium, fraudulent conveyance and similar laws affecting
creditors, rights generally from time to time and to general principles of
equity, and except as the enforceability thereof may be limited by
considerations of public policy.
Section 4. REPRESENTATIONS AND WARRANTIES OF SECURITY HOLDER. Security
Holder represents and warrants to the Company that (a) it is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has the corporate power and authority to enter into this Agreement
and to carry out its obligations hereunder, (b) the execution and delivery of
this Agreement by Security Holder and the consummation by Security Holder of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Security Holder and no other corporate
proceedings on the part of Security Holder are necessary to authorize this
Agreement or any of the transactions contemplated hereby, and (c) this Agreement
has been duly executed and delivered by Security Holder and constitutes a valid
and binding obligation of Security Holder, and, assuming this Agreement
constitutes a valid and binding obligation of the Company, is enforceable
against Security Holder in accordance with its terms subject to applicable
bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance and
similar laws affecting creditors' rights generally from time to time and to
general principles of equity, and except as the enforceability thereof may be
limited by considerations of public policy.
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Section 5. STOCK RIGHTS AND RESTRICTIONS AGREEMENT. This Agreement shall
be in all respects subject to the terms and conditions of the Stock Rights and
Restrictions Agreement between the parties hereto and of even date herewith. As
provided in the next sentence, this Agreement may be assigned by Security
Holder, in whole or in part, in connection with any transfer (one or more) of
Registrable Securities that is permitted under the Stock Rights and Restrictions
Agreement except for transfers (i) in a Public Offering or (ii) pursuant to Rule
144 or Rule 145; provided, however, that any such transferee who is not an
Affiliate of Security Holder must acquire from the Security Holder a number of
Registrable Securities equal to at least 25% of the Eligible Stock then held by
Security Holder and its Affiliates. In order for any such transferee to be
entitled to the benefits of this Agreement and thereby become a "Security
Holder," such transferee must agree to be bound by this Agreement by executing a
counterpart of this Agreement. In the event of an assignment or partial
assignment of this Agreement pursuant to this Section 5, notices and requests to
and from the Company pursuant to this Agreement shall continue to be made only
to and from the Security Holder until such time as Security Holder shall
otherwise advise the Company in writing from time to time that a
transferee-Security Holder(s) will give and receive notices and requests.
In the event that any such transferee-Security Holder is an E&P Company
(as defined in the Stock Rights and Restriction Agreement), then any underwriter
for such E&P Company shall have customary access to perform its due diligence
obligations with respect to any Registration Statement subject to
confidentiality obligations that prohibit the sharing or disclosure of
information with such E&P Company, and no such E&P Company shall, by virtue of
this Agreement, have access to non-public information of the Company.
No transfer or assignment of this Agreement shall increase the number of
Registrations which the Company is obligated to make under this Agreement.
Section 6. NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or transmitted
by telex, telegram or facsimile transmission or mailed by registered or
certified mail (return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):
(a) if to Security Holder, to:
Shell Louisiana Onshore Properties Inc.
X.X. Xxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Corporate Secretary
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with a copy to:
Shell Oil Company Legal Firm
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxx
Fax: 000-000-0000
(b) if to the Company, to:
The Meridian Resource Corporation
00000 X. Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Xx., Chairman and
Chief Executive Officer
Fax: (000) 000-0000
with a copy to:
Fulbright & Xxxxxxxx L.L.P.
0000 XxXxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxx
Fax: (000) 000-0000
Section 7. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.
Section 8. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, which together shall constitute a single agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their officers thereunto duly authorized.
THE MERIDIAN RESOURCE CORPORATION
By /s/ XXXXXX X. XXXXXX, XX.
Name XXXXXX X. XXXXXX, XX.
Title CEO
SHELL LOUISIANA ONSHORE PROPERTIES INC.
By /s/ X.X. XXXXXXX
Name X. X. XXXXXXX
Title PRESIDENT
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