EXHIBIT 10.13
[EXHIBIT C
TO
OPTION AGREEMENT]
FORM OF
REGISTRATION RIGHTS AGREEMENT
EXHIBIT C
FORM OF
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT dated as of _________, by and between
United Pan-Europe Communications, N.V., a company organized and existing under
the laws of The Netherlands (the "COMPANY"), [DIC Communication and Technology
Ltd. ("DIC")] and [PEC Israel Economic Corporation ("PEC")]. [DIC] and [PEC]
are referred to herein each as a "SHAREHOLDER" and collectively as the
"SHAREHOLDERS."
RECITALS
A. This Agreement is made pursuant to the Option Agreement, dated
November __, 1998 (the "OPTION AGREEMENT"), among the Company, DIC and PEC.
B. Subject to the terms of this Agreement, the Company has agreed to
register, list or otherwise qualify the resale of the Ordinary Shares in the
U.S. or European markets where the Company's Ordinary Shares are then tradeable
where an exemption from registration, listing or qualification requirements is
unavailable.
AGREEMENT
SECTION 1 DEFINITIONS. For purposes of this Agreement, the following
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terms have the following meanings:
"AFFILIATE" means, with respect to any Person, any entity that directly or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with such Person. For purposes of this definition, the
term "CONTROL" means ownership of fifty percent (50%) or more of the voting
interests of such Person.
"AGREEMENT" means this Registration Rights Agreement as amended, modified,
restated and replaced from time to time in accordance with the provisions
hereof.
"APPLICABLE EXCHANGE" means the primary U.S. or European securities market
or exchange on which the Company's publicly trading securities are listed or
qualified.
"COMMISSION" means the U.S. Securities and Exchange Commission or any other
U.S. federal agency at the time administering the Securities Act, or comparable
regulatory authority in the case of listing or qualification of the Registrable
Securities for sale through the Applicable Exchange.
"EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934, as amended,
or any successor U.S. Federal statute, and the rules and regulations of the
Commission thereunder.
"IPO" means an underwritten public offering by the Company of Ordinary
Shares (or depositary receipts with respect thereto) registered under the U.S.
Securities Act of 1933, as amended, together with the listing or quoting of
Ordinary Shares or such depositary receipts on a securities exchange, or a
similar public offering and listing by the Company of Ordinary Shares in London,
Amsterdam or such other location as the Company determines to be appropriate.
"ORDINARY SHARES" means the ordinary shares of the Company with a par value
of one Dutch Guilder each, together with any other ordinary shares of the
Company that may be issued by the Company in substitution therefor.
"PERSON" means any natural person, company, corporation, partnership, joint
venture, trust, association, investment company, fund, unincorporated entity of
any kind or governmental authority.
"REGISTRABLE SECURITIES" means the Ordinary Shares of the Company acquired
by the Shareholder pursuant to the Option Agreement, and any other equity
securities issued upon conversion thereof or that may be issued or distributed
in respect thereof by way of stock dividend or stock split or other
distribution, recapitalization, merger, consolidation or reclassification or
other reorganization or otherwise. A Registrable Security shall cease to be a
Registrable Security when: (A) a Registration Statement shall have become
effective under the applicable Securities Law and such security shall have been
disposed of in accordance therewith; (B) such security shall have been otherwise
transferred and new certificates for such security not bearing a legend
restricting further transfer shall have been delivered by the Company; (C) such
security shall have ceased to be outstanding; or (D) if all Registrable
Securities outstanding at any given time constitute no more than five percent
(5%) of the aggregate number of Ordinary Shares then outstanding and such
securities may be sold during any three-month period pursuant to the exemption
of Rule 144 under the Securities Act.
"REGISTRATION EXPENSES" has the meaning set forth in Section 8.
"REGISTRATION STATEMENT" means a registration statement, listing
particulars or similar document with respect to the sale of Registrable
Securities on the Applicable Exchange as required by the applicable Securities
Law.
"SECURITIES ACT" means the U.S. Securities Act of 1933, as amended, or any
successor U.S. Federal statute, and the rules and regulations of the Commission
thereunder.
"SECURITIES LAWS" means the Exchange Act, the Securities Act or any other
relevant securities law applicable for the sale of securities through the
Applicable Exchange.
"U.S." means the United States of America.
SECTION 2 DEMAND REGISTRATION.
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(a) At any time following an IPO by the Company, upon the written
request of Shareholders holding an aggregate of 33% of the outstanding
Registrable Securities requesting that the Company effect the registration,
listing or qualification under the applicable Securities
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Law of all or part of the Registrable Securities owned by such Shareholders and
specifying the intended method of disposition thereof, but subject to the
limitations set forth herein, the Company will promptly (but in no event more
than five business days after the receipt of such request) give written notice
of such requested registration, listing or qualification to all other
Shareholders, and the Company shall prepare and file with the Commission as
promptly as practicable, but in any event no later than 75 days after sending
such notice, and use its best efforts to cause to become effective as promptly
thereafter as practicable, a Registration Statement under the Securities Law
registering the offering and sale of:
(i) the Registrable Securities which the Company
has been so requested to register by the Shareholders; and
(ii) all other Registrable Securities which the
Company has been requested to register by any other Shareholders by
written request given to the Company within 30 days after the giving
of such written notice by the Company (which request shall specify the
intended method of disposition of such Registrable Securities),
all to the extent necessary to permit the disposition (in accordance with the
intended method thereof as aforesaid) of the Registrable Securities so to be
registered (a "DEMAND REGISTRATION"); provided that (A) the Company shall not be
obligated to file a Registration Statement pursuant to this Section 2(a) with
respect to more than two registrations, and (B) the Company shall not be
obligated to file a Registration Statement pursuant to this Section 2(a) unless
the aggregate amount of Registrable Securities that any Shareholders seek to
register pursuant to such Section constitutes, in each instance, at least 33% of
all Ordinary Shares of the Company acquired by the Shareholders (or any such
Shareholders' predecessor with respect to such Option Shares) pursuant to the
Option Agreement.
(b) If in accordance with Section 10 a requested registration
pursuant to this Section 2 is to be in the form of an underwritten offering
through underwriters, the Company shall designate as managing underwriters one
or more appropriate investment banking firms that are reasonably satisfactory to
Shareholders holding a majority of the Registrable Securities to be included in
such registration. If a requested registration pursuant to this Section 2
involves an underwritten offering and the managing underwriter advises the
Company in writing that, in its opinion, the number of securities requested to
be included in such registration (including securities of the Company which are
not Registrable Securities) exceeds the number which can be sold in such
offering without a significant adverse effect on the price, timing or
distribution of the Registrable Securities offered, the Company will include in
such registration only the Registrable Securities requested to be included in
such registration. In the event that the number of Registrable Securities
requested to be included in such registration exceeds the number which, in the
opinion of such managing underwriter, can be sold, then the Company will include
in such registration only the number of Registrable Securities which, in the
opinion of the managing underwriter, can be sold, such number to be allocated
pro rata among all requesting Shareholders on the basis of the relative number
of shares of Registrable Securities requested to be sold by each such holder
(provided that any shares thereby allocated to any such holder that exceed such
holder's request shall be reallocated among the remaining requesting holders of
Registrable Securities in like manner). In the event that the number of
Registrable Securities
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requested to be included in such registration is less than the number which, in
the opinion of the managing underwriter, can be sold, the Company may include in
such registration the securities the Company or any other holder of the
Company's securities proposes to sell up to the number of securities that, in
the opinion of the managing underwriter, can be sold without an adverse effect
on the price, timing or distribution of the Registrable Securities offered.
(c) The Company shall be entitled to postpone for a reasonable
period of time (not to exceed 120 days, which may not thereafter be extended)
the filing of any Registration Statement otherwise required to be prepared and
filed by it pursuant to Section 2(a) if, at the time it receives a request for
such registration, the Supervisory Board of the Company determines in good faith
that such offering will materially interfere with a pending or contemplated
financing, merger, sale of assets, recapitalization or other similar corporate
action of the Company, in which case the Company shall have furnished to holders
of Registrable Securities requesting such registration an officers' certificate
to that effect; provided that the Company shall not exercise the right to
postpone registration pursuant to this Section 2(c) more than once in any 12-
month period. After such period of postponement the Company shall effect such
registration as promptly as practicable without further request from the holders
of Registrable Securities, unless such request has been withdrawn. If the
request is so withdrawn by all holders of Registrable Securities requesting
registration, the Company shall be deemed to have not filed a Registration
Statement for purposes of Section 2(a)(A).
SECTION 3 PIGGY-BACK REGISTRATION.
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(a) If the Company shall at any time following the IPO propose to
file a Registration Statement for an offering of equity securities of the
Company, by the Company or for resale by holders of the Company's securities
other than Registrable Securities (the "REQUESTING HOLDERS"), the Company shall
provide prompt written notice of such proposal, in any event, not less than 15
days before the anticipated date of the first filing of such Registration
Statement, to all Shareholders of its intention to do so and of such
Shareholders' rights under this Section 3. In the event that the Registration
Statement for the IPO will include also equity securities of the Company to be
sold by any holder of the Company's securities other than Registrable
Securities, the Shareholders' rights under this Section 3 shall apply with
respect to the IPO as well. The Company shall use its best efforts to include
such number of Registrable Securities in such Registration Statement which the
Company has been so requested to register by any Requesting Holder (a "PIGGY-
BACK REGISTRATION"), which request shall be made to the Company within 15 days
after such Shareholders receive notice from the Company of such proposed
registration; provided, that (i) if, at any time after giving written notice of
its intention to register any securities and prior to the effective date of the
Registration Statement filed in connection with such registration, the Company
shall determine for any reason not to register such securities, the Company may,
at its election, give written notice of such determination to each Shareholder
and, thereupon, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration, and (ii) if such registration
involves an underwritten offering, all holders of Registrable Securities
requesting to be included in the registration must sell their Registrable
Securities to the underwriters on the same terms and conditions as apply to the
Requesting Holders, with such differences, including any with respect to
indemnification and liability insurance, as may be customary or appropriate in
secondary offerings. Any Shareholder requesting pursuant to this Section 3 to be
included in a registration
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may elect, in writing prior to the effective date of the Registration Statement
filed in connection with such registration, not to register such securities in
connection with such registration.
(b) If a registration pursuant to this Section 3 involves an
underwritten offering as to which any Shareholder has requested a Piggy-back
Registration and the managing underwriter reasonably and in good faith advises
the Company in writing that, in its opinion, the number of securities to be
included in such registration exceeds the number which can be sold in such
offering without an adverse effect on the price, timing or distribution of such
offering, then (i) first, the number of securities which the Company's security
holders other than the Requesting Holders requested to be included in such
registration shall be reduced as necessary pro rata in proportion to the
relative number of securities requested by each such holder to be included until
the number of securities to be included in such registration no longer exceeds
the number which can be sold in such offering, (ii) second, the number of
securities which (A) the Requesting Holders requested to be included in such
registration in the case of a registration instigated by Requesting Holders or
(B) the Company plans to include in such registration in the case of a
registration instigated by the Company shall be reduced as applicable until the
number of securities to be included in such registration no longer exceeds the
number which can be sold in such offering.
SECTION 4 SUSPENSION OF REGISTRATION OBLIGATION. The Company shall not be
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required to register the sale of Registrable Securities under this Agreement for
any applicable Shareholder if there is available for such transaction an
appropriate exemption from registration under the applicable Securities Law such
that the Registrable Securities can be sold on the Applicable Exchange without
limitation (other than volume restrictions).
SECTION 5 HOLD-BACK AGREEMENTS. Each Shareholder agrees in connection
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with any registration effected by the Company (other than an offering relating
to (i) a business combination that is to be filed on Form S-4 under the
Securities Act (or any successor form thereto) or other comparable Securities
Law or (ii) an employee benefit plan) of the Company's securities not to effect
any public sale or distribution of securities of the Company the same as or
similar to those being registered, or any securities convertible into or
exchangeable or exercisable for such securities, including a sale exempt from
registration except as part of such registration, during the 14-day period prior
to, and during the 90-day period (or, with respect to a Piggy-back Registration,
such longer period of up to 120 days as may be requested by such managing
underwriter) beginning on, the effective date of the related Registration
Statement, to the same extent requested by the managing underwriters and
applicable to other holders of the Company's securities subject to similar
agreements or having similar holdings of securities of the Company. Each
Shareholder agrees to execute an undertaking in accordance with the foregoing in
the form reasonably requested by the managing underwriters.
SECTION 6 RESTRICTIONS ON TRANSFER OF SHARES OF REGISTRABLE SECURITIES.
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(a) The Shareholders may not offer to sell, sell or otherwise transfer
Registrable Securities unless such sale or transfer (i) has been registered
under the Securities Laws or (ii) is pursuant to an exemption from registration
under the Securities Laws and the Company has received an opinion of counsel
reasonably acceptable to the Company as the applicability of such exemption.
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(b) Shareholders acknowledge and agree that certificates evidencing the
Registrable Securities shall bear any restrictive legend required by the
Applicable Exchange as well as the following legend:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
'SECURITIES ACT') AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT
OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE
TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT."
SECTION 7 REGISTRATION.
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(a) Whenever any Registrable Securities are to be registered
pursuant to Section 2 or 3 of this Agreement, the Company will use its best
efforts to effect the registration and the sale of such Registrable Securities
under the Securities Laws in accordance with the intended method of disposition
thereof. The Company shall deliver to the applicable holders a sufficient number
of prospectuses to sell the Registrable Securities as contemplated by the
Registration Statement. If required or appropriate, the Company shall enter into
the necessary agreements with a Transfer Agent with respect to such securities.
(b) The Company may require each Shareholder requesting a
registration pursuant to Section 2 or 3 to furnish to the Company such
information regarding the distribution of such securities and such other
information relating to such Shareholder and its ownership of Registrable
Securities as the Company may from time to time reasonably request in writing.
Each such Shareholder agrees to furnish such information to the Company and to
cooperate with the Company as necessary to enable the Company to comply with the
provisions of this Agreement.
(c) Upon receipt of any notice from the Company at any time when a
prospectus relating to the registration is required to be delivered under the
Securities Laws, of the occurrence of any event as a result of which the
prospectus included in such registration statement (as then in effect) contains
an untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, Shareholder selling Registrable Securities
will forthwith discontinue disposition of the Registrable Securities until
receipt of copies of a supplemented or amended prospectus or until such
Shareholders are advised in writing (the "ADVICE") by the Company that the use
of the prospectus may be resumed, and have received copies of any additional or
supplemental filings which are incorporated by reference in the prospectus and,
if so directed by the Company, such Shareholders will, or will request the
managing underwriter or underwriters, if any, to, deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
holder's possession of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.
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SECTION 8 REGISTRATION EXPENSES. Except as otherwise agreed in accordance
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with Section 2(a), all expenses incident to the Company's performance of or
compliance with this Agreement including, without limitation, all Commission and
securities exchange registration and filing fees, fees and expenses of
compliance with securities or blue sky laws (including reasonable 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, without limitation, all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties), the fees and expenses incurred in connection with the
listing of the securities to be registered, if any, on each securities exchange
on which similar securities issued by the Company are then listed, the fees and
disbursement of counsel for the Company and its independent certified public
accountants (including the expenses of any special audit or "COLD COMFORT"
letters required by or incident to such performance), Securities Laws liability
insurance (if the Company elects to obtain such insurance), the fees and
expenses of the Transfer Agent and the reasonable fees and expenses of any
special experts retained by the Company in connection with such registration
(all such expenses being herein called "REGISTRATION EXPENSES") will be borne by
the Company; provided that Registration Expenses shall not include, and the
Company shall not be responsible for any underwriting fees, discounts or
commissions attributable to the sale of Registrable Securities or any other
expenses incurred by Shareholder in connection with such registration, which
shall be paid by Shareholder requesting such registration.
SECTION 9 TERM. This Agreement shall terminate at such time as all
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Registrable Securities have been sold pursuant to an effective Registration
Statement under the Securities Laws or may be publicly sold without registration
in the jurisdiction of the Applicable Exchange.
SECTION 10 UNDERWRITTEN OFFERINGS.
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(a) Shareholders may request that any registration pursuant to
Section 2 of Registrable Securities be an underwritten registration. In the
event such a registration is an underwritten offering, the Company will enter
into an underwriting agreement with the managing underwriter or underwriters for
such offering (which managing underwriter or underwriters shall be an
appropriate investment banking firm or firms designated by the Company and
reasonably satisfactory to Shareholders holding a majority of the Registrable
Securities to be included in such registration, such agreement to contain such
terms (including representations and warranties of, and indemnifications by, the
Company) as are customarily contained in agreements of such type. Shareholders
selling Registrable Securities in such offering shall be party to such
underwriting agreement.
(b) No Person may participate in any registration hereunder that is
underwritten unless such Person (i) agrees to sell such Person's securities on
the basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.
SECTION 11 INDEMNIFICATION.
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(a) In connection with any offering of Registrable Securities
pursuant to Section 2 or 3, the Company agrees to indemnify, to the fullest
extent permitted by law, each Shareholder whose Registrable Securities are sold
in such offering, each of their officers and directors and each Person who
controls such Shareholder (within the meaning of the Securities Act) against all
losses, claims, damages, liabilities and expenses (including attorney's fees)
arising out of or based upon any untrue or alleged untrue statement of material
fact contained in any Registration Statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto under which such
Registrable Securities were registered under the Securities Act (the
"REGISTRATION MATERIALS") or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof, except insofar as such
untrue statement or alleged untrue statement or omission or alleged omission was
made in such Registration Materials in reliance upon and in conformity with any
written information furnished in writing to the Company by such Shareholder for
purposes of inclusion thereof, or reliance thereon, in the Registration
Materials.
(b) Each Shareholder whose Registrable Securities are sold in any
offering pursuant to Section 2 or 3, severally but not jointly agrees to
indemnify, to the fullest extent permitted by law, the Company, the other
Shareholders whose Registrable Securities are sold in such offering, their
respective officers and directors and each other Person, if any, who controls
the Company or such other Shareholders (within the meaning of the Securities
Act) against all losses, claims, damages, liabilities and expenses (including
attorney's fees) caused by any untrue or alleged untrue statement of a material
fact contained in any Registration Materials or any omission or alleged omission
of 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 untrue statement or alleged untrue statement or omission or
alleged omission was made in such Registration Materials in reliance upon and in
conformity with any written information furnished in writing for such purpose to
the Company by the Shareholder. In no event shall the liability of any
Shareholder hereunder be in an amount greater than the dollar amount of the
proceeds received by such Shareholder upon the sale of the Registrable
Securities giving rise to such indemnification obligation.
(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action threatened or commenced against it in respect
of which indemnity may be sought hereunder. In case of any notice under this
indemnity agreement with respect to any loss, liability, claim, damage or
expense with respect to any claim made against an indemnified Person, the
indemnifying party shall be entitled to participate at its own expense in the
defense and such defense shall be conducted by counsel chosen by the
indemnifying party and reasonably acceptable to the indemnified party. The
indemnified party may select at its own expense co-counsel to participate in
such defense under the local counsel chosen by the indemnifying party. In no
event shall an indemnifying party be liable for the fees and expenses of more
than one counsel for an indemnified party (in addition to local counsel) in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
(d) If the indemnification provided for in this Section 11 is
unavailable to any indemnified party under paragraphs (a) or (b) hereof in
respect of any losses, claims, damages,
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liabilities or expenses referred to therein, then an indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses (i) in such proportion as is appropriate to reflect the
relative benefits received by the Shareholders on the one hand and the Company
on the other hand from the offering of the Registrable Securities, or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Shareholders
on the one hand and the Company on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Shareholders on the one hand and the
Company on the other hand shall be deemed to be in the same proportion as the
total proceeds from the offering received by the Shareholders bear to the total
proceeds from the offering received by the Company. The relative fault of the
Shareholders on the one hand and the Company on the other hand 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 related to information supplied by the Shareholders on the one
hand or by the Company on the other hand and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The respective obligations of the Shareholders to
contribute pursuant to this Section 11(d) are several and not joint, and the
obligation of each Shareholder shall bear the same proportion to the total
obligations of the Shareholders pursuant to this Section 11(d) as the number of
Registrable Securities sold by such Shareholder hereunder bears to the total
number of Registrable Securities sold by the Shareholders hereunder. In no event
shall the liability of any Shareholder pursuant to this Section 11 (d) be in an
amount greater than the dollar amount of the proceeds received by such
Shareholder upon the sale of the Registrable Securities giving rise to such
contribution obligation.
(e) The Shareholders and the Company agree that it would not be
just and equitable if contributions pursuant to this Section 11 were determined
by a pro rata allocation of any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities and expenses referred to in paragraph (d) above
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating any claim or defending any such action, suit or
proceeding. No person guilty of fraudulent misrepresentation shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation.
SECTION 12 TRANSFEREES. Any Person acquiring from the Shareholder or any
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transferee thereof any Registrable Securities, may elect, within 30 days of the
date of the transfer to it of such Registrable Securities, to sign the signature
page attached hereto as Annex A and delivering an executed original copy of such
signature page to the Company and thereby become a party to this Agreement and
be deemed a Shareholder under this Agreement. Each such Shareholder shall be
bound by the terms of this Agreement and shall hold such Registrable Securities
with all the rights conferred, and subject to all obligations and restrictions
imposed, hereby.
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SECTION 13 MISCELLANEOUS.
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(a) This Agreement contains the entire understanding of the parties
hereto with respect to its subject matter. This Agreement supersedes all prior
agreements and understandings between the parties with respect to its subject
matter. This Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a written instrument duly executed by
the Company and Shareholders holding a majority of the Registrable Securities;
provided that, in the case of any waiver, such waiver shall be effective if
executed by each Shareholder affected by such waiver. Each Shareholder shall be
bound by an amendment or waiver authorized by this Section 13(a), whether or not
any Registrable Securities shall have been marked to indicate such consent.
(b) All covenants and agreements in this Agreement by or on behalf
of any of the parties hereto will bind and inure to the benefit of the
respective successors and permitted assigns of the parties hereto whether so
expressed or not.
(c) Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.
(d) This Agreement may be executed in two or more counterparts, any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together will constitute one and the same Agreement.
(e) The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.
(f) The interpretation and construction of this Agreement and all
matters relating hereto, shall be governed by the law of The Netherlands.
(g) All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given when delivered personally, by
facsimile or mailed by certified or registered mail, return receipt requested
and postage prepaid, or by courier guaranteeing overnight delivery as follows:
(i) If to any Shareholder, at the most current address given
by such Shareholder to the Company; and
(ii) If to the Company, at:
United Pan-Europe Communications, N.V.
Xxxx. Xxxxxxxxxxxx 000
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
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Attention: General Counsel
Facsimile No.: x00 (00) 000-0000
with a copy to:
Holme Xxxxxxx & Xxxx LLP
0000 Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: W. Xxxx Xxxxxx, Esq.
Facsimile No.: x0 (000) 000-0000
All such notices and communications shall be deemed to have been duly
given: one business day after being delivered by hand, if personally delivered;
four business days after being deposited in the mail for delivery via airmail,
airmail postage prepaid, if mailed; and one business day after being
transmitted, if delivered by facsimile transmission.
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IN WITNESS WHEREOF, the parties have duly signed this Agreement as of the day
and year first above written.
The Company:
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UNITED PAN-EUROPE COMMUNICATIONS, N.V.
By:_____________________________________
Name:____________________
Title:___________________
Shareholders:
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[DIC COMMUNICATION AND TECHNOLOGY LTD.]
By:______________________________________
Name:____________________
Title:___________________
[PEC ISRAEL ECONOMIC CORPORATION]
By:______________________________________
Name:____________________
Title:___________________
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