EXHIBIT 4.3
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of ________,
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1998, is entered into by and between Charter Communications International, Inc.,
a Nevada corporation (the "Company"), and ____________________ (herein the
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"Holder").
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WHEREAS, this Agreement is intended to grant piggyback registration rights
to the Holder in the event of any registration during the term hereof of the
capital stock of the Company for the sale by shareholders of the Company (herein
"Selling Stockholders").
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NOW, THEREFORE, in consideration of the premises set forth above, the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed, the
parties agree as follows:
1. Registration Rights.
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1.1 Certain Definitions. As used in this Agreement, the following
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terms shall have the following respective meanings:
"Commission" shall mean the United States Securities and Exchange
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Commission, or any other federal agency at the time administering the Securities
Act and the Exchange Act.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
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amended, and the rules and regulations of the Commission issued under such Act,
as they each may, from time to time, be in effect.
"Registration Statement" shall mean a registration statement filed by
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the Company with the Commission for an underwritten public offering for the cash
sale of securities for and on behalf of Selling Stockholders of the Company
(other than a registration statement on Form S-8, or its successor).
"Registration Expenses" shall mean the expenses described in
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Subsection 1.7.
"Registrable Shares" shall mean (i) all shares- of the common stock of
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the Company, $.00001 par value ("Company Stock"), owned by the Holder and listed
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on the signature page hereof, and (ii) all other shares ' of the Company Stock
issued in respect of the such shares (as a result of stock splits, stock
dividends, reclassifications, recapitalizations or similar events); provided,
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however, that the shares of Company Stock owned by Holder shall cease to be
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Registrable Shares when (x) it has been effectively registered under the
Securities Act and disposed of in accordance with the Registration Statement
covering it, (y) it has been distributed to the public pursuant to Rule 144
under the Securities Act, or any similar provision then in effect, or (z) it has
otherwise been transferred to another party and a new certificate or other
evidence of ownership for it not bearing a restrictive legend and not subject to
any stop transfer order with respect to Securities Act matters has been
delivered by or on behalf of the Company.
4.2-3
"Securities Act" shall mean the Securities Act of 1933, as amended,
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and the rules and regulations of the Commission issued under such Act, as they
each may, from time to time, be in effect.
1.2 "Piggyback" Registration.
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(a) Whenever, after the date hereof, the Company proposes to file
a Registration Statement to register any equity securities of the Company for
sale by Selling Stockholders, it will, prior to such filing, give written notice
to the Holder of its intention to do so and, upon the written request of the
Holder given within 20 days after the Company provides such notice (which
request shall state the intended method of disposition of such securities), the
Company shall (subject to Section 1.2(c), below) use reasonable best efforts to
cause all Registrable Shares which the Company has been requested by the Holder
to register to be registered under the Securities Act to the extent necessary to
permit the sale or other disposition thereof in accordance with the intended
methods of distribution specified in the request of the Holder ("Piggyback
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Registration"); provided, however, that the obligations of the Company pursuant
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hereto shall be subject to, and shall not impair, the right of the Company to
postpone or withdraw any registration of its securities without obligation to
the Holder, even though such registration includes Registrable Shares pursuant
to this Section 1.2.
(b) The underwriter with respect to the proposed registration of
Registrable Shares shall be chosen in the reasonable discretion of the Company,
and with regard to the inclusion of such Registrable Shares therein, the Holder
must agree (i) to sell such Registrable Shares on the same basis as provided in
the underwriting arrangement approved by the Company and (ii) to complete and
execute, in a timely manner, all questionnaires, powers of attorney,
indemnities, hold-back or lockup agreements, underwriting agreements and other
documents required either under the terms of such arrangement or by the
Commission.
(c) If, in the opinion of the managing underwriter for such
underwritten offering, the registration of all, or part of, the Registrable
Shares which the Holder has requested be included in such public offering,
together with all other shares of Common Stock by all other shareholders having
the right to include shares therein, would, as a result of the total number of
shares proposed to be so offered, have an adverse effect on the proposed
offering by such shareholders, then, the Company shall be required to include in
the underwriting only that number of Registrable Shares,. if any, which the
managing underwriter reasonably believes may be sold without causing such
adverse effect. If the number of shares to be included in the underwriting in
accordance with the foregoing is less than the number of shares which the Holder
and all other persons entitled to participate in the registration have requested
be included pursuant to the exercise of registration rights, the Holder shall
participate in the underwriting pro rata with the holders of all other shares
entitled to participate in tile underwriting pursuant to registration rights,
based upon their respective total ownership of shares of Company Stock, and if
any Selling Stockholder or the Holder would thus be entitled to include more
shares than such holder or the Holder requested to be registered, the excess
shall be allocated among other requesting Holder and the Holder pro rata based
upon their respective total ownership of shares of Company Common Stock. If
requested by any underwriter or underwriters, the Holder shall agree to sell its
Registrable Shares which are subject to the Piggyback Registration to or through
such underwriter or underwriters at the same price to be paid to the Company or
other selling stockholder.
4.2-4
1.3 Right to Deny Registration. Notwithstanding the provisions of
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Section 1.2 above, the Company shall not be required to cause a Registration
Statement to be filed or to remain effective if, within 25 days after its
receipt of a request to register Registrable Shares or at any time a
registration statement is effective, counsel for the Company delivers an opinion
to the Holder, in form and substance reasonably satisfactory to counsel to the
Holder, that the entire amount of Registrable Shares proposed to be sold by each
may be sold pursuant to the provisions of Rule 144 of the Securities Act made
applicable pursuant thereto (or any successor rules) within a period of not more
than 90 days from the date of such opinion. The Company shall not be obligated
to file any registration statement pursuant to Section 1.2 or pursuant to
similar registration rights granted to others, unless the Holder of all such
rights (including the Holder hereof) elect in the aggregate to register 200,000
shares of Company Stock or more.
1.4 Registration Procedures. Inthe case of each registration effected
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by the Company pursuant to this Agreement, the Company will:
(a) keep any Piggyback Registration effective for a period of 90
days or until the distribution contemplated in the Registration Statement is
completed, whichever first occurs;
(b) furnish to the Holder such number of copies of the
Registration Statement, each amendment and supplement thereto, the prospectus
included in the Registration Statement (including the preliminary prospectus)
and such other documents as the Holder may reasonably request to facilitate
disposition of the Registrable Shares; and
(c) use its reasonable efforts to cause the Registrable Shares to
be registered or qualified under the state securities laws or blue sky laws of
such jurisdictions as the Holder may reasonably request and to do any and all
other acts and things which may be necessary or advisable to enable the Holder
to consummate the disposition of the Registrable Shares; provided, however, that
the Company shall not be required to register or qualify Registrable Shares in
any jurisdiction where such registration or qualification would require the
Company to subject itself to taxation in such jurisdiction or to register or
require it to qualify for authority to do business as a foreign corporation or
would subject the Company to general service of process.
It shall be a condition precedent to the obligation of the Company to file
a Registration Statement that the Holder shall furnish promptly to the Company
instruments in writing duly executed containing all such information as the
Company shall reasonably request for use in connection with the preparation of
the Registration Statement or the prospectus or preliminary prospectus included
therein, as well as all undertakings which the Commission may request or the
Company may reasonably request as to compliance with Rule 10b-6 under the
Exchange Act.
In connection with any underwritten registration of shares of Common Stock
solely for sale by the Company, if requested by the underwriter, the Holder will
agree not to sell or otherwise transfer or dispose of any Company Stock for a
period of up to 120 days following completion of such Company offering (except
that this obligation shall not apply to Registrable Shares included in such
underwritten registration).
1.5 Allocation of Expenses. With regard to the registration of
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Registrable Shares pursuant to the terms of this Agreement, except as otherwise
provided for below, the Company shall bear all usual and customary costs and
4.2-5
expenses incidental to the preparation of the Registration Statement, including
all registration, filing and qualification fees and expenses of counsel to the
Company, all fees and expenses of the Company's independent auditors, all fees
and expenses of underwriters and all printing costs and all fees and expenses
incidental to complying with the state securities or "blue sky" laws with regard
to the Registrable Shares, provided, however, that the Holder shall bear all
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fees and expenses of underwriters that are customarily paid by a selling
stockholder, such as all selling expenses and underwriter discounts and
commissions attributable to the Registrable Shares offered by the Holder, and
all fees and expenses of any special counsel or experts retained by the Holder
plus all out-of-pocket expenses of Holder or an agent who manages the account of
Holder, in connection with the requested registration.
1.6 Indemnification.
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(a) Indemnification by the Company. In the event of any
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registration of any of the Registrable Shares under the Securities Act pursuant
to this Agreement, the Company will indemnify and hold harmless the Holder (the
"Indemnified Person") against any and all losses, claims, damages or
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liabilities, joint or several, to which the Indemnified Person may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement under which such
Registrable Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained in the Registration Statement, or any
amendment or supplement to such Registration Statement, or arise out of or are
based upon the omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances under which they were made; provided, however, that
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the Company will not be liable in any such case to: (i) the Indemnified Person
to the extent that any such loss, claim, damage or liability arises out of or is
based upon any untrue statement or omission made in such Registration Statement,
preliminary prospectus or prospectus, or any such amendment or supplement, in
reliance upon and in conformity with information furnished to the Company by or
on behalf of the Indemnified Person or (ii) the Indemnified Person from whom the
person asserting any such loss, claim, damage or liability purchased the
Registrable Shares if the Indemnified Person failed to send or give a copy of
the final prospectus to the person asserting such loss, claim, damage or
liability, unless such failure is by an underwriter or investment banking firm
which agrees to act on behalf of both the Company and the Indemnified Person in
such registration.
The Company shall also enter into agreements for indemnification with any
underwriter for Registrable Shares on customary and usual terms and conditions.
(b) Indemnification by the Holder. In the event of any
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registration of any of the Registrable Shares under the Securities Act pursuant
to this Agreement, each of the Holder will, to the extent permitted by law,
indemnify and hold harmless the Company, each of its directors and officers,
each underwriter, each officer and director of each underwriter, and each
person, if any, who controls the Company (within the meaning of Section 15 of
the Securities Act) against any and all losses, claims, damages or liabilities,
joint or several, to which the Company, such directors and officers,
underwriter, officers or directors of underwriter, or controlling person may
become subject under the Securities Act Exchange Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement under which the
Registrable Shares were registered under the Securities Act, any preliminary
4.2-6
prospectus or final prospectus contained in the Registration Statement, or any
amendment or supplement to the Registration Statement, or arise out of or are
based upon any omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances under which they were under, if the statement or
omission was made in reliance upon and in conformity with information furnished
in writing to the Company by or on behalf of, such Holder specifically for use
in connection with the preparation of such Registration Statement, prospectus,
amendment or supplement.
(c) Indemnification Procedure. Each party entitled to indemnity
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under this Section 1.6 (an "Indemnified Party") shall, within 20 days after the
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receipt of notice of the commencement of any action against such party in
respect of which indemnity made be sought from any other party to this Agreement
(an "Indemnifying Party") on account of an indemnity agreement contained in this
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Section 1.6, notify the Indemnifying Party in writing of the commencement of
such action. The failure of any Indemnified Party to so notify an Indemnifying
Party shall relieve the Indemnifying Party from any liability with respect to
such action that it may have to such Indemnified Party on account of the
indemnity agreement contained in this Section 1.6, to the extent the
Indemnifying Party can establish that it has been prejudiced in its ability to
defend such action or settle such action by such failure. The Indemnifying Party
will be entitled to participate in any action with respect to which indemnity is
being sought to the extent it may wish, jointly with any other Indemnifying
Party similarly notified. Without limiting the generality of the foreaoing, the
Indemnifying Party shall be entitled to assume the defense in any action with
respect to which indemnity is being sought with counsel reasonably satisfactory
to the Indemnified Party by giving to the Indemnified Party notice of its
election to assume the defense thereof and acknowledgement in writing that the
claim in question is one for which the Indemnifying Party is obligated to
indemnify the Indemnified Party.
Thereafter, the Indemnifying Party will not be liable to such Indemnified Party
for any legal or other expenses subsequently incurred by such Indemnified Party
in connection with the defense thereof-, provided, however, that if the
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Indemnified Party has a reasonable basis to believe, and does believe, that its
interest in such action conflicts with those of the Indemnifying Party or any
other Indemnified Party, the Indemnified Party may so notify the Indemnifying
Party and the Indemnifying Party will remain liable to the Indemnified Party for
all reasonable legal or other expenses incurred by the Indemnified Party in
connection with the defense of such action. Whether or not the Indemnifying
Party assumes defense of an action, it shall have no obligation to the
Indemnified Party with respect to any settlement effected without the
Indemnifying Party's consent, which shall not be unreasonably withheld and which
may be given without an admission by Indemnifying Party of its obligation to
indemnify any party seeking indemnification.
1.7 Additional Information. At any time during which the delivery of a
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prospectus relating to the Registrable Shares is required under the Securities
Act and the Company has a current obligation under this Agreement to maintain
the effectiveness of any registration covering the Registrable Shares any event
occurs as a result of which the prospectus as then supplemented or amended would
include any untrue statement of a material fact, or omit to state a material
fact necessary to make the statements therein not misleading, the Company shall
promptly notify the Holder of such event and (i) to the extent such statement or
omission can be corrected by a supplement, the Company will promptly prepare and
file a supplement with the Commission or (ii) to the extent such statement or
omission can only be corrected by an amendment the Company will notify the
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Holder of the occurrence of such event and will promptly prepare and file an
appropriate amendment with the Commission and will use its reasonable best
efforts to cause such amendment to be declared effective.
1.8 No Prior Rights. The Company agrees that it will not grant any
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holder of shares of capital stock of the Company a right to participate in any
Piggyback Registration with priority over the rights of the Holder to so
participate.
2. Miscellaneous.
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2.1 Successors and Assigns. Tile Holder may not assign their rights
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under this Agreement in connection with the transfer or sale of any portion of
the Registrable Shares held by them. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of the parties hereto.
2.2 Notices. All notices, requests, consents and other communications
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under this Agreement shall be in writing, and shall be delivered by hand or by
Federal Express or other similar courier or by facsimile transmission
immediately followed by such hand delivery or courier, to the addresses as set
forth on the signature page hereof or such address as a party may direct in a
written notice to the other party hereto.
2.3 Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
2.4 Headings. The headings of the section, subsections, and paragraphs
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of this Agreement have been added for convenience only and shall not be deemed
to be a part of this Agreement.
2.5 Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Georgia.
2.6 Entire Agreement. All other prior or contemporary representations,
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warranties, covenants or agreements, if any, between the parties hereto, or
their representatives, with respect to the subject matter hereof are superseded
by and merged into this Agreement, and this Agreement shall constitute the
entire understanding between the parties with respect to the matters included
herein. No waiver, amendment or modification of the terms hereof shall be valid
unless made in a writing signed by the party to be charged and only then to the
extent expressly set forth therein. A party may waive in writing compliance by
another party with any of the terms contained in this Agreement (except such as
may be imposed by law). No waiver, however, shall be a waiver of any other
matter or constitute a continuing waiver.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth on the first page hereof.
Holder: COMPANY:
Charter Communications International, Inc.
4.2-8
Print Name
By:
Name:
Address for notice: Title:
Address for notice:
0000 Xxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention:
4.2-9
