EXHIBIT (d)(6)
EXECUTION COPY
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement, dated as of January 23, 2001, by and among
Northrop Grumman Corporation, a Delaware corporation ("Parent"), NNG, Inc., a
Delaware corporation ("Holdco"), and Unitrin, Inc., a Delaware corporation
("Unitrin"). Terms which are capitalized herein, and which are defined in the
Amended Merger Agreement, shall have the meanings therein set forth.
WITNESSETH:
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Parent, Holdco, LII Acquisition Corporation, a Delaware corporation
("Acquisition I") and Xxxxxx Industries, Inc., a Delaware corporation (the
"Company") are entering into an Amended and Restated Agreement and Plan of
Merger, dated as of the date hereof (the "Amended Merger Agreement"), which
provides for (a) the Offer by Holdco in which each Share together with the
associated Right accepted by Holdco in accordance with the terms of the Offer
will be exchanged for the right to receive from Holdco, at the election of the
holder of such Share: (x) the Cash Consideration, (y) the Common Stock
Consideration, or (z) the Preferred Stock Consideration, subject to proration as
provided in the Offer;
WHEREAS, immediately prior to the purchase of Shares in the Offer a newly
organized subsidiary of Holdco will be merged with and into Parent in the
Northrop Merger and will change its name to Northrop Grumman Corporation and
following the purchase of Shares in the Offer, Acquisition I will be merged with
and into the Company in the Xxxxxx Merger with the result that Parent and the
Company as the surviving corporations in the Mergers will become wholly owned
subsidiaries of Holdco;
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Parent, Holdco, Acquisition I and Unitrin are entering into a
Stockholder's Agreement pursuant to which Unitrin agrees to elect to receive
Holdco Common Stock and Holdco Preferred Stock in the Offer;
WHEREAS, in order to induce Unitrin to enter into the Stockholder's
Agreement and to agree to receive Holdco Common Stock and Holdco Preferred Stock
in the Offer, Parent and Holdco have agreed to provide the registration rights
set forth in this Agreement with respect to such securities.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, it is agreed as follows:
1. DEFINITIONS. Unless otherwise defined herein, terms defined in the
Amended Merger Agreement are used herein as therein defined, and the following
shall have (unless otherwise provided elsewhere in this Agreement) the following
respective meanings (such meanings being equally applicable to both the singular
and plural form of the terms defined):
"Agreement" shall mean this Registration Rights Agreement, including all
amendments, modifications and supplements and any exhibits or schedules to any
of the foregoing, and shall refer to the Agreement as the same may be in effect
at the time such reference becomes operative.
"Approved Transferee" shall mean any transferee of at least 25% of the
outstanding Holdco Preferred Stock or 25% of the Registrable Securities.
"Business Day" shall mean any day that is not a Saturday, a Sunday or a day
on which banks are required or permitted to be closed in the State of New York.
"Commission" shall mean the Securities and Exchange Commission or any other
federal agency then administering the Securities Act and other federal
securities laws.
"Conversion Shares" shall mean shares of Holdco Common Stock issued upon
conversion, redemption or exchange of shares of Holdco Preferred Stock in
accordance with the terms of the Holdco Preferred Stock.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
or any successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.
"Holder" shall mean Unitrin and its subsidiaries that hold shares of Holdco
Common Stock or Holdco Preferred Stock received in the Offer or Conversion
Shares and any affiliate or Approved Transferee of Unitrin to which such
securities have been assigned or transferred.
"Majority Holders" shall mean the remaining Holders holding at the time,
shares of Holdco Common Stock or Holdco Preferred Stock or Conversion Shares
representing more than 50% of the sum of (x) the shares of Holdco Common Stock
issued to Unitrin and its subsidiaries in the Offer and held by Holders at the
time of determination, (y) all then outstanding Conversion Shares and held by
Holders at the time of determination and (z) all shares of Common Stock issuable
to the holders of then-outstanding Holdco Preferred Stock upon the conversion
thereof.
"NASD" shall mean the National Association of Securities Dealers, Inc., or
any successor corporation thereto.
"Registrable Securities" shall mean the shares of Holdco Common Stock and
Holdco Preferred Stock received by Unitrin and its subsidiaries in the Offer and
the Conversion Shares. As to any particular Registrable Securities held by any
Holder, such securities shall cease to constitute Registrable Securities when
(A) a registration statement with respect to the sale of such securities shall
have been declared effective under the Securities Act and such securities shall
have been disposed of in accordance with the plan of distribution contemplated
by the registration statement or (B) such securities shall have ceased to be
issued and outstanding.
"Securities Act" shall mean the Securities Act of 1933, as amended, or any
successor federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.
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2. REQUIRED REGISTRATION. After receipt of a written request from the
Holders of Registrable Securities requesting that Holdco effect a registration
under the Securities Act of Registrable Securities having a minimum anticipated
aggregate offering price of $100,000,000, and specifying the intended method or
methods of disposition thereof, Holdco shall promptly notify all Holders in
writing of the receipt of such request and each such Holder, in lieu of
exercising its rights under Section 3 may elect (by written notice sent to
Holdco within 10 Business Days from the date of such Holder's receipt of the
aforementioned Holdco's notice) to have Registrable Securities included in such
registration pursuant to this Section 2. Thereupon, Holdco shall, as
expeditiously as is possible, use its commercially reasonable efforts to effect
the registration under the Securities Act of all shares of Registrable
Securities which Holdco has been so requested to register by such Holders for
sale, all to the extent required to permit the disposition (in accordance with
the intended method or methods thereof, as aforesaid) of the Registrable
Securities so registered; provided, however, that Holdco shall not be required
to effect more than three (3) registrations of any Registrable Securities
pursuant to this Section 2, it being understood that each such registration
right shall be deemed used only upon such registration becoming and remaining
effective in accordance with the terms hereof.
3. INCIDENTAL REGISTRATION. If Holdco at any time proposes to file on
its behalf and/or on behalf of any of its security holders (the "demanding
security holders") a registration statement under the Securities Act on any form
(other than a registration statement on Form S-4 or S-8 or any successor form
for securities to be offered in a transaction of the type referred to in Rule
145 under the Securities Act or to employees of Holdco or any of its
subsidiaries pursuant to any employee benefit plan, respectively) for the
general registration of securities, it will give written notice to all Holders
at least 15 Business Days before the initial filing with the Commission of such
registration statement, which notice shall set forth the intended method of
disposition of the securities proposed to be registered by Holdco. The notice
shall offer to include in such filing the aggregate number of shares of
Registrable Securities as such Holders may request.
Each Holder desiring to have Registrable Securities registered under this
Section 3 shall advise Holdco in writing within 10 Business Days after the date
of receipt of such offer from Holdco, setting forth the amount of such
Registrable Securities for which registration is requested. Holdco shall
thereupon include in such filing the number of shares of Registrable Securities
for which registration is so requested, subject to the next sentence, provided
that Holdco may in its sole discretion determine to abandon any such
registration. If the managing underwriter of a proposed underwritten public
offering shall advise Holdco in writing that, in its opinion, the distribution
of the Registrable Securities requested to be included in the registration
concurrently with the securities being registered by Holdco or such demanding
security holder would adversely affect the distribution of such securities by
Holdco or such demanding security holder, then all selling security holders
(including the demanding security holder who initially requested such
registration) shall reduce the amount of securities each intended to distribute
through such offering on a pro rata basis to the extent required, in the opinion
of such managing underwriter, to eliminate such adverse effect. Except as
otherwise provided in Section 5, all expenses of such registration shall be
borne by Holdco.
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4. REGISTRATION PROCEDURES. If Holdco is required by the provisions of
Section 2 or 3 to effect the registration of any of its securities under the
Securities Act, Holdco will, as expeditiously as possible:
(a) prepare and file with the Commission a registration statement
with respect to such securities and use its commercially reasonable efforts to
cause such registration statement to become and remain effective for a period of
time required for the disposition of such securities by the holders thereof, but
not to exceed 120 days;
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
to comply with the provisions of the Securities Act with respect to the sale or
other disposition of all securities covered by such registration statement until
the earlier of such time as all of such securities have been disposed of in a
public offering or the expiration of 120 days;
(c) furnish to such selling security holders such number of copies of
a summary prospectus or other prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other
documents, as such selling security holders may reasonably request;
(d) use its commercially reasonable efforts to register or qualify
the securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions within the United States and
Puerto Rico as each holder of such securities shall request (provided, however,
that Holdco shall not be obligated to qualify as a foreign corporation to do
business under the laws of any jurisdiction in which it is not then qualified or
to file any general consent to service or process), and do such other reasonable
acts and things as may be required of it to enable such holder to consummate the
disposition in such jurisdiction of the securities covered by such registration
statement;
(e) furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to Section 2, on the date that such shares of
Registrable Securities are delivered to the underwriters for sale pursuant to
such registration or, if such Registrable Securities are not being sold through
underwriters, on the date that the registration statement with respect to such
shares of Registrable Securities becomes effective under the Securities Act, (1)
an opinion, dated such date, of the independent counsel representing Holdco for
the purposes of such registration, addressed to the underwriters, if any, and to
the Holders making such request, in customary form and covering matters of the
type customarily covered in such legal opinions; and (2) a comfort letter dated
such date, from the independent accountants of Holdco, addressed to the
underwriters, if any, and to the Holder making such request and, if such
accountants refuse to deliver such letter to such Holder, then to Holdco, in a
customary form and covering matters of the type customarily covered by such
comfort letters and as the underwriters or such Holder shall reasonably request;
(f) enter into customary agreements (including an underwriting
agreement in customary form) and take such other actions as are reasonably
required in order to expedite or facilitate the disposition of such Registrable
Securities;
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(g) otherwise comply with all applicable rules and regulations of the
Commission, and make available to its security holders, as soon as reasonably
practicable, but not later than 18 months after the effective date of the
registration statement, an earnings statement covering the period of at least 12
months beginning with the first full month after the effective date of such
registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act;
(h) make reasonably available to its senior executives and other
employees and otherwise provide such assistance to the underwriters as they may
reasonably request in the marketing of the Registrable Securities in an
underwritten offering, including in connection with any "road show;"
(i) notify each Holder of Registrable Securities covered by any
registration statement of any event which results in the prospectus included in
such registration statement, as then in effect, containing an untrue statement
of a material fact or omitting to state a material fact required to be stated
therein or necessary to make the statements therein not misleading and
thereafter promptly prepare and furnish, after securing such approvals as may be
necessary, to such Holder a reasonable number of copies of any supplement to or
amendment of such prospectus that may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and
(j) notify each Holder of Registrable Securities covered by any
registration statement of any stop order or similar proceeding initiated by
state or federal regulatory bodies and use its commercially reasonable efforts
to take all necessary steps expeditiously to remove such stop order or similar
proceeding.
It shall be a condition precedent to the obligation of Holdco to take any
action pursuant to this Agreement in respect of the Registrable Securities which
are to be registered at the request of any Holder that such Holder shall (i)
furnish to Holdco such information regarding the Registrable Securities and
other securities of Holdco held by such Holder and the intended method of
disposition of the Registrable Securities as Holdco shall reasonably request and
as shall be required in connection with the action taken by Holdco and (ii) in
connection with an underwritten offering, enter into customary agreements
(including an underwriting agreement and a custody agreement, each in customary
form, and a lock-up agreement with respect to such holder's equity securities of
Holdco as may be reasonably requested by the managing underwriter). The method
of distribution shall be an underwritten offering if so requested by the
Holders.
5. EXPENSES. All expenses incurred in complying with this Agreement,
including, without limitation, all registration and filing fees (including all
expenses incident to filing with the NASD and to the inclusion of the
Registrable Securities on the NYSE), printing and distribution expenses, fees
and disbursements of counsel for Holdco, the reasonable fees and expenses of one
counsel for the selling security holders (selected by those holding a majority
of the securities being registered), expenses of the preparation and delivery of
certificates for the Offered Securities, expenses of any special audits incident
to or required by any such
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registration, any marketing or road show expenses, and expenses of complying
with the securities or blue sky laws of any jurisdiction pursuant to Section
4(d), shall be paid by Parent, except that Holdco shall not be liable for any
fees, discounts or commissions to any underwriter or any fees or disbursements
of counsel for any underwriter in respect of the securities sold by such Holder.
6. INDEMNIFICATION AND CONTRIBUTION.
(a) In the event of any registration of any Registrable Securities
under the Securities Act pursuant to this Agreement, Holdco shall indemnify and
hold harmless the holder of such Registrable Securities, such holder's directors
and officers, and each other person (including each underwriter) who
participated in the offering of such Registrable Securities and each other
person, if any, who controls such holder or such participating person within the
meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, (including any reasonable investigation, legal
and other expenses incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or claim asserted) to which such
Holder or any such director or officer or participating person or controlling
person may become subject under the Securities Act or any other statute or at
common law, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (i) any alleged untrue
statement of any material fact contained in any registration statement under
which such securities were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, or (ii) any alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and shall reimburse such Holder or such director, officer or participating
person or controlling person for any legal or any other expenses reasonably
incurred by such holder or such director, officer or participating person or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that Holdco shall not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any actual or alleged untrue statement
or actual or alleged omission made in such registration statement, preliminary
prospectus, prospectus or amendment or supplement (X) in reliance upon and in
conformity with written information furnished to Holdco by such Holder
specifically for use therein or (in the case of any registration pursuant to
Section 2 so furnished for such purposes by any underwriter or (Y) if any such
untrue statement or omission is made in any such preliminary prospectus and such
Holder, being obligated to do so, failed to deliver a copy of the final
prospectus prior to or concurrently with the sale of the Registrable Securities
to the person asserting such loss, claim, damage or liability after Holdco had
furnished such Holder with a sufficient number of copies of the same within a
reasonably sufficient time period prior to such sale and the final prospectus
corrected such untrue statement or omission. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
such holder or such director, officer or participating person or controlling
person, and shall survive the transfer of such securities by such Holder.
(b) Each Holder, by acceptance hereof, agrees to indemnify and hold
harmless Holdco, its directors and officers and each other person, if any, who
controls Holdco within the meaning of the Securities Act against any losses,
claims, damages or liabilities, joint or several, (including any reasonable
investigation, legal and other expenses incurred in connection with,
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and any amount paid in settlement of, any action, suit or proceeding or claim
asserted) to which Holdco or any such director or officer or any such person may
become subject under the Securities Act or any other statute or at common law,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon information provided in writing to
Holdco by such Holder specifically for use in any registration statement under
which securities were registered under the Securities Act at the request of such
Holder, any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereto, but in an amount not to exceed the net proceeds
received by such Holder in the offering.
(c) If the indemnification provided for in this Section 6 from the
indemnifying party is unavailable to an indemnified party hereunder in respect
of any losses, claims, damages, liabilities or expenses referred to therein,
then the 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 in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and indemnified parties in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such indemnifying
party and indemnified parties shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such indemnifying
party or indemnified parties, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such action. The
amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include any legal
or other fees or expenses reasonably incurred by such party in connection with
any investigation or proceeding. The liability of any Holder of Registrable
Securities hereunder shall not exceed the net proceeds received by it in the
offering.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(c) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.
7. LISTING ON SECURITIES EXCHANGE. Holdco will, at its expense, list on
the NYSE (or such other principal exchange on which it lists its Common Stock)
and maintain such listing of all shares of Holdco Common Stock and Conversion
Shares issued to Holders in the Offer or issuable upon conversion of the Holdco
Preferred Stock so long as any shares of Holdco Common Stock shall be so listed.
8. CERTAIN LIMITATIONS ON REGISTRATION RIGHTS. Notwithstanding the other
provisions of this Agreement:
(a) Holdco shall not be obligated to register the Registrable
Securities of any Holder if, in the opinion of counsel to Holdco reasonably
satisfactory to the Holder and its counsel (or, if the Holder has engaged an
investment banking firm, to such investment banking
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firm and its counsel), the sale or other disposition of all of such Holder's
Registrable Securities, in the manner proposed by such Holder (or by such
investment banking firm), may be effected without registering such Registrable
Securities under the Securities Act; provided, however, that if a Holder has
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requested a required registration pursuant to Section 2 and has indicated that
such Holder's intended method of distribution is an underwritten offering of
Registrable Securities, Holdco shall be obligated to register the Registrable
Securities in accordance with the terms hereof, notwithstanding anything to the
contrary in this Section 8(a); and
(b) Holdco shall not be obligated to register the Registrable
Securities of any Holder sought to be registered pursuant to Section 2 if Holdco
has had a registration statement, under which such Holder had a right to have
all such Registrable Securities included pursuant to Section 2 or 3, declared
effective within six months prior to the date of the request pursuant to Section
2.
(c) Holdco shall have the right to delay the filing or effectiveness
of a registration statement required pursuant to Section 2 for up to 75 days in
the event that (i) Holdco would, in accordance with the advice of its counsel,
be required to disclose in the prospectus information not otherwise then
required by law to be publicly disclosed and (ii) in the reasonable judgment of
Parent's Board of Directors, there is a reasonable likelihood that such
disclosure, or any other action to be taken in connection with the prospectus,
would materially and adversely affect any existing or pending material business
transaction or negotiation or otherwise materially and adversely affect Parent;
provided, however, Holdco may not exercise such right more than twice with
respect to any registration requested pursuant to Section 2.
9. SELECTION OF MANAGING UNDERWRITERS. In any underwritten offering of
Registrable Securities to be registered pursuant to Section 2, Unitrin and
Holdco shall each select one joint book-running lead manager.
10. HOLDBACK AGREEMENTS. Each Holder of Registrable Securities covered by
a registration statement pursuant to Section 2 or 3 agrees, if requested by
Holdco or the managing underwriter of an underwritten offering, not to effect
any sale or other distribution of equity securities of the Company during the 7
day period prior to, and during the 90 day period beginning with, the
effectiveness of such registration statement.
11. MISCELLANEOUS.
(a) NO INCONSISTENT AGREEMENTS. Holdco will not hereafter enter into
any agreement with respect to its securities which is inconsistent with the
rights granted to the Holders in this Agreement.
(b) REMEDIES. Each Holder, in addition to being entitled to exercise
all rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. Holdco agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Agreement and hereby agrees
to waive the defense in any action for specific performance that a remedy at law
would be adequate. In any action or proceeding brought to enforce any provision
of this Agreement or where any provision hereof is validly asserted as a
defense, the successful
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party shall be entitled to recover reasonable attorneys' fees in addition to any
other available remedy.
(c) AMENDMENTS. This Agreement and all other Agreements may be
amended or modified with the written consent of Holdco and the Majority Holders.
(d) NOTICE GENERALLY. Any notice, demand, request, consent,
approval, declaration, delivery or other communication hereunder to be made
pursuant to the provisions of this Agreement shall be sufficiently given or made
if in writing and either delivered in person with receipt acknowledged or sent
by registered or certified mail, return receipt requested, postage prepaid, or
by telecopy and confirmed by telecopy answerback, addressed as follows:
(i) If to any Holder, at
Unitrin, Inc.
Xxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxx
Facsimile No.: (000) 000-0000
with a copy (which shall not constitute notice) to:
Skadden, Arps, State, Xxxxxxx & Xxxx (Illinois)
000 X. Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
Xxxxx X. Xxxx
Facsimile No.: (000) 000-0000
(ii) If to Parent or Holdco, at
Northrop Grumman Corporation
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: W. Xxxxx Xxxxx
Facsimile No.: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxx, Esq.
Facsimile No.: (000) 000-0000
or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, delivery or other
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communication hereunder shall be deemed to have been duly given or served on the
date on which personally delivered, with receipt acknowledged, telecopied and
confirmed by telecopy answerback or three Business Days after the same shall
have been deposited in the United States mail.
(e) RULE 144. So long as Holdco is subject to the reporting
requirements under the Exchange Act, it shall comply with such requirements so
as to permit sales of Registrable Securities by the Holders thereof pursuant to
Rule 144 under the Securities Act. Upon the request of any Holder, Holdco will
deliver to such Holder a written statement as to whether it is in compliance
with the reporting requirements of Rule 144 under the Securities Act.
(f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties hereto, including any Approved Transferee.
(g) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(h) GOVERNING LAW; JURISDICTION. This Agreement shall be governed
by, construed and enforced in accordance with the laws of the State of Delaware
without giving effect to the conflict of laws principles thereof.
(i) SEVERABILITY. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
(j) ENTIRE AGREEMENT. This Agreement, together with the Purchase
Agreement, represents the complete agreement and understanding of the parties
hereto in respect of the subject matter contained herein and therein. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
NORTHROP GRUMMAN CORPORATION
/s/ XXXXXX XXXXX
By:_____________________________
Name: Xxxxxx Xxxxx
Title: Corp. V.P. & Treasurer
NNG, INC.
/s/ XXXXXX XXXXX
By:_____________________________
Name: Xxxxxx Xxxxx
Title: President
UNITRIN, INC.
/s/ XXXX X. XXXXX
By:_____________________________
Name: Xxxx X. Xxxxx
Title: Senior Vice President and
Chief Financial Officer
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