EXHIBIT 5
to SCHEDULE 13D
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is dated as of
March 19, 2002, and made by and between Penton Media, Inc., a Delaware
corporation (the "COMPANY"), ABRY Mezzanine Partners L.P., a Delaware limited
partnership ("ABRY"), Abacus Master Fund, Ltd. ("ABACUS" and together with ABRY,
the "ABRY PARTIES"), Sandler Capital Partners V, L.P., a Delaware limited
partnership ("SANDLER V"), Sandler Capital Partners V FTE, L.P., a Delaware
limited partnership ("SANDLER V FTE"), and Sandler Capital Partners V Germany,
L.P., a Delaware limited partnership ("SANDLER V GERMANY" and together with
Sandler V and Sandler V FTE, "SANDLER"). Capitalized terms used but not
otherwise defined herein shall have the meaning set forth in Section 1 hereof.
WHEREAS, each of the ABRY Parties and Sandler have acquired shares of
the Company's Series B Preferred Stock and Warrants to purchase Common Stock
pursuant to that certain Amended and Restated Series B Convertible Preferred
Stock and Warrant Purchase Agreement, dated as March 18, 2002, by and among the
Company, the ABRY Parties and Sandler (as amended, restated or modified from
time to time, the "PURCHASE AGREEMENT");
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:
1. DEFINITIONS. As used herein, the following terms shall have
the following meanings.
"AFFILIATE" shall mean, as to any Person, any other Person which
directly or indirectly controls, or is under common control with, or is
controlled by, such Person. As used in this definition, "control" (including,
with its correlative meanings, "controlled by" and "under common control with")
shall mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise).
"COMMON STOCK" means the Company's common stock, par value $.01 per
share (including any associated Right, as defined in and issued pursuant to the
Rights Agreement, dated as of June 9, 2000, by and between the Company and
Xxxxxx Trust and Savings Bank, as Rights Agent), and any other securities
issuable with respect thereto by way of stock split, stock dividend or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization.
"CONVERSION SHARES" has the meaning set forth in the Purchase
Agreement.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"NASDAQ" has the meaning set forth in Section 4(d) of this Agreement.
"PERSON" means an individual, a partnership, a corporation, an
association, a joint stock company, a limited liability company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"PIGGYBACK REGISTRATION" has the meaning set forth in Section 3(a) of
this Agreement.
"REGISTRATION EXPENSES" means all expenses incident to the Company's
performance of or compliance with this Agreement, including, without limitation,
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, stock exchange listing fees,
messenger and delivery expenses, and fees and disbursements of counsel for the
Company and all independent certified public accountants, underwriters
(excluding discounts and commissions) and other Persons retained by the Company.
"REGISTRABLE SECURITIES" means (i) the Conversion Shares issued or
issuable upon conversion of the Series B Preferred Stock, (ii) the Warrant
Shares issued or issuable upon exercise of the Warrants and (iii) any shares of
capital stock issued or issuable with respect to the Conversion Shares, the
Series B Preferred Stock, the Warrant Shares or the Warrants as a result of any
stock split, stock dividend, recapitalization, exchange or similar event or
otherwise, without regard to any limitations on conversions of the Series B
Preferred Stock or the exercises of the Warrants. Notwithstanding the foregoing,
any Registrable Securities sold pursuant to a registered offering as provided by
Section 2 or 3 of this Agreement or pursuant to Rule 144 under the Securities
Act shall no longer be considered Registrable Securities. For the purposes of
this Agreement, a Person will be deemed to be a holder of Registrable Securities
whenever such Person has the right to acquire directly or indirectly such
Registrable Securities (upon conversion or exercise in connection with a
transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected.
"RULE 144" means Rule 144 under the Securities Act (or any similar rule
then in force).
"SEC" means the Securities and Exchange Commission or any successor
entity.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SERIES B PREFERRED STOCK" has the meaning set forth in the Purchase
Agreement.
"SHELF REGISTRATION" means a registration of any or all of the
Registrable Securities pursuant to Rule 415 of the Securities Act.
"TAKEDOWN" has the meaning set forth in Section 2(b) of this Agreement.
"WARRANT SHARES" has the meaning set forth in the Purchase Agreement.
"WARRANTS" has the meaning set forth in the Purchase Agreement.
2. SHELF REGISTRATIONS.
2
(a) SHELF REGISTRATION. Within 45 days after the date hereof, the
Company shall file with the SEC a registration statement on Form S-3 under the
Securities Act for the Shelf Registration pursuant which any or all of the
Registrable Securities may be sold. The Company shall use its reasonable best
efforts to cause the Shelf Registration to be declared effective under the
Securities Act as soon as practical after filing (but in no event later than 90
days after the date hereof) and, once effective, the Company shall cause such
Shelf Registration to remain effective until the earlier to occur of (i) the
date on which all Registrable Securities have been sold pursuant to the Shelf
Registration and (ii) the date as of which there are no longer any Registrable
Securities in existence.
(b) TAKEDOWN. If holders of a majority of Registrable Securities notify
the Company in writing that they intend to effect the sale of 25% or more of the
Registrable Securities held by such holders pursuant to the Shelf Registration
(a "TAKEDOWN"), the Company and each holder of Registrable Securities shall not
effect any public sale or distribution of its equity securities, or any
securities convertible into or exchangeable or exercisable for its equity
securities, during the 90-day period beginning on the date such notice of a
Takedown is received. Within ten (10) days after receipt of any request for a
Takedown, the Company will give written notice of such requested registration to
all other holders of Registrable Securities and will include (subject to the
provisions of this Agreement) in such registration, all Registrable Securities
with respect to which the Company has received written requests for inclusion
therein within ten (10) business days after the receipt of the Company's notice.
If a Takedown is an underwritten offering, (i) the Company shall promptly amend
the Shelf Registration to include any information reasonably requested to be
included therein by the underwriters or holders of Registrable Securities, and
(ii) the holders of the Registrable Securities may also request that the Company
register any other shares of Common Stock that they hold at the time of the
Takedown; PROVIDED, however, that such shares of Common Stock shall not be
considered Registrable Securities for purposes of this Agreement.
(c) PRIORITY. If in connection with any Takedown, the managing
underwriters (selected in accordance with clause (d) below) advise the Company
that, in its opinion, the inclusion of any other securities other than
Registrable Securities in the Takedown would adversely affect the marketability
of the offering, then no such securities shall be permitted to be included.
Additionally, if in connection with such an offering, the number of Registrable
Securities and other securities (if any) requested to be included in such
Takedown exceeds the number of Registrable Securities and other securities which
can be sold in such offering without adversely affecting the marketability of
the offering, the Company shall include in such Takedown (i) first, the
Registrable Securities requested to be included in such Takedown (including, for
the avoidance of doubt, the Registrable Securities requested to be included in
such Takedown within ten (10) business days after the receipt of the Company's
notice as set forth in the penultimate sentence of Section 2(b)), pro rata among
the holders of such Registrable Securities on the basis of the number of
Registrable Securities owned by each such holder, and (ii) second, other
securities requested to be included in such Takedown to the extent permitted
hereunder.
(d) SELECTION OF UNDERWRITERS. The holders of a majority of the
Registrable Securities requested to be included in a Takedown shall have the
right to retain and select an investment banker and manager to administer the
Shelf Registration and any Takedown pursuant thereto. In addition to the
provisions set forth in Section 5 below, all expenses incurred in connection
with
3
the management of the Shelf Registration (whether incurred by the Company or the
holders of the Registrable Securities) shall be borne by the Company (including
out-of-pocket fees and expenses but excluding underwriting discounts and
commissions).
(e) OTHER REGISTRATION RIGHTS. Except as provided in this Agreement,
the Company will not (i) grant to any Persons the right to request the Company
to register any equity securities of the Company, or any securities convertible
or exchangeable into or exercisable for such securities, without the prior
written consent of the holders of a majority of the Registrable Securities, or
(ii) amend, modify or restate any existing agreement or arrangements pursuant to
which the Company has previously granted any such rights.
(f) ELIGIBILITY. The Company represents and warrants that it is, and
covenants that it will use its reasonable best efforts to remain at all times
while there are any Registrable Securities outstanding, eligible to use Form S-3
under the Securities Act.
3. PIGGYBACK REGISTRATIONS.
(a) RIGHT TO PIGGYBACK. Whenever the Company proposes to register any
of its Common Stock under the Securities Act (other than pursuant to a
registration statement on Form S-8 or S-4 or any similar form or in connection
with a registration the primary purpose of which is to register debt securities
(i.e., in connection with a so-called "equity kicker")) and a registration form
to be used may be used for the registration of Registrable Securities (a
"PIGGYBACK REGISTRATION"), the Company will give prompt written notice to all
holders of Registrable Securities of its intention to effect such a registration
and will include in such registration all Registrable Securities with respect to
which the Company has received written requests for inclusion therein within
twenty (20) days after the receipt of the Company's notice.
(b) PIGGYBACK EXPENSES. In addition to the provisions set forth in
Section 5 below, all the Registration Expenses of the holders of Registrable
Securities in all Piggyback Registrations will be paid by the Company.
(c) PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback Registration is
an underwritten primary registration on behalf of the Company, the Company will
include in such registration all securities requested to be included in such
registration; provided, that if the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be included
in such registration exceeds the number which can be sold in such offering
without adversely affecting the marketability of the offering, the Company will
include in such registration (i) first, the securities the Company proposes to
sell, (ii) second, the Registrable Securities requested to be included in such
registration PRO RATA among the holders of such Registrable Securities on the
basis of the number of shares of Registrable Securities owned by each such
holder, and (iii) third, other securities, if any, requested to be included in
such registration.
(d) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback Registration is
an underwritten secondary registration on behalf of holders of the Company's
securities other than Registrable Securities, and the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which
4
can be sold in such offering without adversely affecting the marketability of
the offering, the Company will include in such registration (i) first, the
Registrable Securities requested to be included in such registration, pro rata
among the holders of such Registrable Securities on the basis of the number of
shares of Registrable Securities owned by each such holder (ii) second, the
securities requested to be included therein by the holders requesting such
registration, and (iii) third, other securities requested to be included in such
registration not covered by clause (i) or (ii) above.
(e) SELECTION OF UNDERWRITERS. If any Piggyback Registration is an
underwritten offering, and such offering includes Registrable Securities, then
the investment banker(s) and manager(s) for the offering will be selected by, in
the case of a primary registration, the Company, and in the case of a secondary
registration, the holders of a majority of the Registrable Securities.
(f) OTHER REGISTRATIONS. If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to this
Section 3, and if such previous registration has not been withdrawn or
abandoned, the Company will not file or cause to be effected any other
registration of any of its equity securities or securities convertible or
exchangeable into or exercisable for its equity securities under the Securities
Act (except on Forms S-4 or S-8 or any successor forms), whether on its own
behalf or at the request of any holder or holders of such securities, until a
period of at least three months has elapsed from the effective date of such
previous registration.
4. REGISTRATION PROCEDURES. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this Agreement (including pursuant to the Shelf Registration), the Company
will use its reasonable best efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto the Company will as expeditiously as
possible (or within such specific time period as may otherwise be specified):
(a) furnish to each seller of Registrable Securities such number of
copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(b) register or qualify such Registrable Securities under such other
securities or blue sky laws of such jurisdictions as any seller reasonably
requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable such seller to consummate the disposition in
such jurisdictions of the Registrable Securities owned by such seller (provided
that the Company will not be required to (i) qualify generally to do business in
any jurisdiction where it would not otherwise be required to qualify but for
this subsection, (ii) subject itself to taxation in any such jurisdiction or
(iii) consent to general service of process (i.e., service of process which is
not limited solely to securities law violations) in any such jurisdiction);
(c) notify each seller of such Registrable Securities at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which the prospectus included
in such registration statement contains an
5
untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading, and, at the request of any such seller, the
Company will promptly prepare a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable Securities
such prospectus will not contain an untrue statement of a material fact or omit
to state any fact necessary to make the statements therein not misleading;
(d) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed and, if not so listed, to be quoted on the NASDAQ stock market ("NASDAQ")
and, if quoted on the NASDAQ, use its reasonable best efforts to secure
designation of all such Registrable Securities covered by such registration
statement as a "National Market System security" within the meaning of Rule
11Aa2-1 of the SEC or, failing that, to secure NASDAQ authorization for such
Registrable Securities and, without limiting the generality of the foregoing, to
arrange for at least two market makers to register as such with respect to such
Registrable Securities with the National Association of Securities Dealers;
(e) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;
(f) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the holders of
a majority of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities (including, without limitation, effecting a stock split
or a combination of shares);
(g) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors, employees and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement;
(h) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering the
period of at least twelve months beginning with the first day of the Company's
first full calendar quarter after the effective date of the registration
statement, which earning statement shall satisfy the provisions of Section 11(a)
of the Securities Act and Rule 158 promulgated thereunder;
(i) permit any holder of Registrable Securities which holder, in its
sole and exclusive judgment, might be deemed to be an underwriter or a
controlling person of the Company, to participate in the preparation of such
registration or comparable statement and to require the insertion therein of
material, furnished to the Company in writing, which in the reasonable judgment
of such holder and its counsel should be included;
6
(j) in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any Common Stock included in such registration statement for sale in any
jurisdiction, the Company will use its reasonable best efforts promptly to
obtain the withdrawal of such order;
(k) use its reasonable best efforts to cause such Registrable
Securities covered by such registration statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary
to enable the sellers thereof to consummate the disposition of such Registrable
Securities; and
(l) obtain a "cold comfort" letter from the Company's independent
public accountants and a legal opinion from Company's counsel in customary form
and covering such matters of the type customarily covered by such documents as
the holders of a majority of the Registrable Securities being sold reasonably
request.
If any such registration statement or comparable statement refers to any holder
by name or otherwise as the holder of any securities of the Company and if, in
its sole and exclusive judgment, such holder is or might be deemed to be a
controlling person of the Company, such holder shall have the right to require
(i) the insertion therein of language, in form and substance reasonably
satisfactory to such holder and presented to the Company in writing, to the
effect that the holding by such holder of such securities is not to be construed
as a recommendation by such holder of the investment quality of the Company's
securities covered thereby and that such holding does not imply that such holder
will assist in meeting any future financial requirements of the Company, or (ii)
in the event that such reference to such holder by name or otherwise is not
required by the Securities Act or any similar Federal statute then in force, the
deletion of the reference to such holder; PROVIDED, that with respect to this
clause (ii) such holder shall furnish to the Company an opinion of counsel to
such effect, which opinion and counsel shall be reasonably satisfactory to the
Company.
5. REGISTRATION EXPENSES.
(a) All Registration Expenses of any Shelf Registration and Piggyback
Registration will be borne by the Company.
(b) In connection with each Piggyback Registration and each Shelf
Registration, the Company will reimburse the holders of Registrable Securities
covered by such registration for the reasonable fees and disbursements of one
counsel (which shall be Xxxxxxxx & Xxxxx or such other counsel chosen by the
holders of a majority of the Registrable Securities initially requesting such
registration.)
6. INDEMNIFICATION.
(a) The Company agrees to indemnify, to the extent permitted by law,
each holder of Registrable Securities, its officers and directors, and each
Person who controls such holder (within the meaning of the Securities Act)
against all losses, claims, damages, liabilities and expenses 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
7
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and shall reimburse such holder, director, officer or
controlling person for any legal or other expenses reasonably incurred by such
holder, director, officer or controlling person in connection with the
investigation or defense of such loss, claim, damage, liability or expense,
except insofar as the same are caused by or contained in any information
furnished in writing to the Company by such holder expressly for use therein or
by such holder's failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto after the Company has
furnished such holder with a sufficient number of copies of the same. In
connection with an underwritten offering, the Company will indemnify such
underwriters, their officers and directors and each Person who controls such
underwriters (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the holders of Registrable
Securities.
(b) In connection with any registration statement in which a holder of
Registrable Securities is participating, each such holder will furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, will severally, and not jointly
and severally, indemnify the Company, its directors and officers and each Person
who controls the Company (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses (including, without
limitation, amounts paid to indemnify others) resulting from any untrue or
alleged untrue statement of material fact contained in the registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or omission is
contained in any information or affidavit so furnished in writing by such
holder; provided, that the obligation to indemnify will be individual to each
holder and will be limited to the net amount of proceeds received by such holder
from the sale of Registrable Securities pursuant to such registration statement.
(c) Any Person entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
(d) The indemnification provided for under this Agreement will remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such
indemnified party and will survive the transfer of
8
securities. The Company also agrees to make such provisions, as are reasonably
requested by any indemnified party, for contribution to such party in the event
the Company's indemnification is unavailable for any reason.
7. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any registration hereunder which is underwritten unless such
Person (a) 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 (b) completes and executes all customary
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements; provided, that no holder of Registrable Securities included in any
underwritten registration shall be required to make any representations or
warranties to the Company or the underwriters other than representations and
warranties regarding such holder, such holder's Registrable Securities and such
holder's intended method of distribution.
8. RULE 144 REPORTING. With a view to making available to the
holders of Registrable Securities the benefits of certain rules and regulations
of the SEC which may permit the sale of the Registrable Securities to the public
without registration, the Company agrees to use its reasonable best efforts to:
(a) make and keep current public information available, within the
meaning of Rule 144 or any similar or analogous rule promulgated under the
Securities Act, at all times after it has become subject to the reporting
requirements of the Exchange Act;
(b) file with the SEC, in a timely manner, all reports and other
documents required of the Company under the Securities Act and Exchange Act
(after it has become subject to such reporting requirements); and
(c) so long as any party hereto owns any Registrable Securities,
furnish to such party forthwith upon request, a written statement by the Company
as to its compliance with the reporting requirements of said Rule 144 (at any
time commencing 90 days after the effective date of the first registration filed
by the Company for an offering of its securities to the general public), the
Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements); a copy of the most recent annual or quarterly
report of the Company; and such other reports and documents as such Person may
reasonably request in availing itself of any rule or regulation of the SEC
allowing it to sell any such securities without registration.
9. OBLIGATIONS OF THE HOLDERS OF REGISTRABLE SECURITIES.
(a) At least two business days prior to the first anticipated filing
date of a Shelf Registration, the Company shall notify each holder of a
Registrable Security in writing of the information the Company requires from
each such holder if such holder elects to have any of such holder's Registrable
Securities included in such Shelf Registration. It shall be a condition
precedent to the obligations of the Company to complete the registration
pursuant to this Agreement with respect to the Registrable Securities of a
particular holder that such holder shall furnish to the Company such information
regarding itself, the Registrable Securities held by it and the intended method
of disposition of the Registrable Securities held by it, and any changes
9
in any such information that would require an amendment or supplement to any
such registration, as shall be reasonably required to effect and maintain the
effectiveness of the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may
reasonably request. To the extent that any holder of Registrable Securities
fails to timely provide such information, the Company shall not be subject to
any penalties hereunder or under the Purchase Agreement for the period of time
that such holder has failed to timely provide such information.
(b) Each holder of Registrable Securities, by such holder's acceptance
of the Registrable Securities, agrees to cooperate with the Company as
reasonably requested by the Company in connection with the preparation and
filing of any Shelf Registration hereunder, unless such holder has notified the
Company in writing of such holder's election to exclude all of such holder's
Registrable Securities from such Shelf Registration.
(c) Each holder of Registrable Securities agrees that, upon receipt of
any notice from the Company of the happening of any event of the kind described
in Section 4(c) or Section 4(j), such holder will immediately discontinue
disposition of Registrable Securities pursuant to any Shelf Registration(s)
covering such Registrable Securities until such holder's receipt of the copies
of the supplemented or amended prospectus contemplated by Section 4(c) or
Section 4(j) or receipt of notice that no supplement or amendment is required.
(d) Each holder of Registrable Securities agrees that, upon request of
the Company, such holder will immediately discontinue disposition of the
Registrable Securities pursuant to any Shelf Registration covering such
Registrable Securities during any period not to exceed one 90-day period within
any one 12-month period the Company requires in connection with an underwritten
public offering. In addition, each holder of Registrable Securities agrees that
such holder will enter into a standstill or lock-up agreement with respect to
any underwritten public offering so long as (i) such agreement is required by
the managing underwriter in connection with such underwritten public offering,
(ii) the term of such agreement does not exceed 90 days, (iii) all of the
Company's executive officers, directors and 5% stockholders (other than
institutional stockholders) are required by such managing underwriter to enter
into identical standstill or lockup agreements, and (iv) the continued
effectiveness of such agreement is conditioned upon the continued effectiveness
of all of the agreements described in the preceding clause (iii).
10. NOTICES. 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,
mailed by certified or registered mail, return receipt requested and postage
prepaid, or sent via a nationally recognized overnight courier, or sent via
facsimile to the recipient. Such notices, demands and other communications will
be sent to the address indicated below:
TO THE COMPANY, TO:
Penton Media, Inc.
0000 Xxxx 0xx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxx
Facsimile: (000) 000-0000
10
WITH A COPY, WHICH SHALL NOT CONSTITUTE NOTICE TO THE COMPANY,
TO:
Xxxxx, Day, Xxxxxx, & Xxxxx
North Point
000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxxxxxxxx X. Xxxxx, Esq.
Facsimile No.: (000) 000-0000
TO ANY ABRY PARTY OR TO THE HOLDERS OF REGISTRABLE SECURITIES, TO::
c/o ABRY Partners, LLC
000 Xxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxx Xxxxx
Xxxx Xxxxxx
Facsimile No.: (000) 000-0000
WITH A COPY, WHICH SHALL NOT CONSTITUTE NOTICE TO ABRY, TO:
Xxxxxxxx & Xxxxx
Citigroup Center
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx
Facsimile No.: (000) 000-0000
TO SANDLER OR TO THE HOLDERS OF REGISTRABLE SECURITIES, TO:
Sandler Capital Management
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxx
Facsimile No.: (000) 000-0000
WITH A COPY, WHICH SHALL NOT CONSTITUTE NOTICE TO SANDLER, TO:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxx
Facsimile No.: (000) 000-0000
or, in each case, to such other address or to the attention of such other person
as the recipient party shall have specified by prior written notice to the
sending party.
11. MISCELLANEOUS.
11
(a) NO INCONSISTENT AGREEMENTS. The Company will not enter into any
agreement which is inconsistent with or violates the rights granted to the
holders of Registrable Securities in this Agreement.
(b) REMEDIES. Any Person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or other security) for specific performance and for other injunctive
relief in order to enforce or prevent violation of the provisions of this
Agreement.
(c) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
provisions of this Agreement may be amended or waived only upon the prior
written consent of the Company and holders of a 75% of the Registrable
Securities.
(d) WAIVER OF JURY TRIAL. The parties to this Agreement each hereby
waives, to the fullest extent permitted by law, any right to trial by jury of
any claim, demand, action, or cause of action (i) arising under this Agreement
or (ii) in any way connected with or related or incidental to the dealings of
the parties hereto in respect of this Agreement or any of the transactions
related hereto, in each case whether now existing or hereafter arising, and
whether in contract, tort, equity, or otherwise. The parties to this Agreement
each hereby agrees and consents that any such claim, demand, action, or cause of
action shall be decided by court trial without a jury and that the parties to
this Agreement may file an original counterpart of a copy of this Agreement with
any court as written evidence of the consent of the parties hereto to the waiver
of their right to trial by jury.
(e) SUCCESSORS AND ASSIGNS. Subject to the following sentence, 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
assigns of the parties hereto whether so expressed or not. In addition, whether
or not any express assignment has been made, the provisions of this Agreement
which are for the benefit of holders of Registrable Securities are also for the
benefit of, and enforceable by, any transferee of Registrable Securities if: (i)
such holder agrees in writing with the transferee or assignee to assign such
rights, and a copy of such agreement is furnished to the Company within ten days
after such assignment; (ii) the Company is, within ten days after such transfer
or assignment, furnished with written notice of (a) the name and address of such
transferee or assignee, and (b) the securities with respect to which such
registration rights are being transferred or assigned; (iii) at or before the
time the Company receives the written notice contemplated by clause (ii) of this
sentence, the transferee or assignee agrees in writing with the Company to be
bound by all of the provisions contained herein; and (iv) such transfer shall
have been made in accordance with the applicable requirements of the Purchase
Agreement.
(f) SEVERABILITY. 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
12
be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
(g) COUNTERPARTS. This Agreement may be executed simultaneously 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.
(h) DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
(I) GOVERNING LAW. THE CORPORATE LAW OF THE STATE OF DELAWARE SHALL
GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS
STOCKHOLDERS. ALL OTHER PROVISIONS OF THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS OR CHOICE OF LAW OF THE STATE
OF NEW YORK OR ANY OTHER JURISDICTION WHICH WOULD RESULT IN THE APPLICATION OF
THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
(j) TIME OF THE ESSENCE; COMPUTATION OF TIME. Time is of the essence
for each and every provision of this Agreement. Whenever the last day for the
exercise of any privilege or the discharge or any duty hereunder shall fall upon
a Saturday, Sunday, or any date on which banks in New York City, New York are
authorized to be closed, the party having such privilege or duty may exercise
such privilege or discharge such duty on the next succeeding day which is a
regular business day.
* * * * *
13
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
PENTON MEDIA, INC.
By: /s/ Xxxxxxx X. Vice
---------------------------------------
Name: Xxxxxxx X. Vice
Title: Senior Vice President
ABRY MEZZANINE PARTNERS, L.P.
By: ABRY Mezzanine Investors, L.P.,
its general partner
By: ABRY Mezzanine Holdings, LLC,
its general partner
By: /s/ Xxxx Xxxxxx
---------------------------------------
Name: Xxxx Xxxxxx
Title: Clerk
ABACUS MASTER FUND, LTD.
By: /s/ Xxxxxxx Xxxxx
---------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director
14
SANDLER CAPITAL PARTNERS V, L.P.
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management,
General Partner
By: MJDM, Corp., a General Partner
By: /s/ Xxxxxxxx Xxxx
---------------------------------------
Name: Xxxxxxxx Xxxx
Title:
SANDLER CAPITAL PARTNERS V FTE, L.P.
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management,
General Partner
By: MJDM, Corp., a General Partner
By: /s/ Xxxxxxxx Xxxx
---------------------------------------
Name: Xxxxxxxx Xxxx
Title:
SANDLER CAPITAL PARTNERS V GERMANY, L.P.
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management,
General Partner
By: MJDM, Corp., a General Partner
By: /s/ Xxxxxxxx Xxxx
---------------------------------------
Name: Xxxxxxxx Xxxx
Title:
15
