REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of June 5, 1998, among
Panavision Inc., a Delaware corporation (the "Company"), and PX Holding
Corporation, a Delaware corporation ("PX Holding").
WHEREAS, the Company, PX Holding and PX Merger Corporation, a Delaware
corporation, a Delaware corporation, have entered into an Agreement of
Recapitalization and Merger, dated as of December 18, 1997 (the "Merger
Agreement"), pursuant to which, among other things, the Company will issue to
the PX Holding shares of its common stock, par value $0.01 per share (the
"Common Stock");
WHEREAS, the Board of Directors of the Company has authorized the
officers of the Company to execute and deliver this Agreement in the name and
on behalf of the Company;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties to this Agreement hereby agree as
follows:
1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:
"Holder" means PX Holding and any other person that owns
Registrable Securities, including their respective successors and assigns who
acquire Registrable Securities, directly or indirectly, from PX Holding or such
other person, respectively. For purposes of this Agreement, the Company may
deem and treat the registered holder of a Registrable Security as the Holder
and absolute owner thereof, and the Company shall not be affected by any notice
to the contrary.
"Registrable Securities" means (a) any shares of Common Stock
issued in accordance with Section 5.4 of the Merger Agreement upon consummation
of the Merger (b) any shares of Common Stock acquired by PX Holding the open
market at a time when such party is deemed to be an "affiliate" (as such term
is defined under Rule 144 under the Securities Act) of the Company and (c) any
securities issued or issuable in respect of the Common Stock referred to in
clauses (a)and (b) above, by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, reclassification,
merger or consolidation, and any other secu-
rities issued pursuant to any other pro rata distribution with respect to such
Common Stock. For purposes of this Agreement, a Registrable Security ceases to
be a Registrable Security when (x) it has been effectively registered under
the Securities Act and sold or distributed to the public in accordance with an
effective registration statement covering it (and has not been reacquired in
the manner described in clause (c) above), or (y) it is sold or distributed to
the public pursuant to Rule 144 (or any successor or similar provision) under
the Securities Act.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended
from time to time.
2. Demand Registration. (a) If at any time any Holder shall request
the Company in writing to register under the Securities Act all or a part of
the Registrable Securities held by such Holder (a "Demand Registration"), the
Company shall use all reasonable efforts to cause to be filed and declared
effective as soon as reasonably practicable (but in no event later than the
45th day after such Holder's request is made) a registration statement
providing for the sale of all such Registrable Securities by such Holder. The
Company agrees to use its reasonable efforts to keep any such registration
statement continuously effective and usable for resale of Registrable
Securities for so long as the Holder whose Registrable Securities are included
therein shall request. The Company shall be obligated to file registration
statements pursuant to this Section 2(a) until all Registrable Securities have
ceased to be Registrable Securities. Each registration statement filed pursuant
to this Section 2(a) is hereinafter referred to as a "Demand Registration
Statement." The Company may, if permitted by law, effect any registration
pursuant to this Section 2(a) by the filing of a registration statement on Form
S-3. However, if such registration involves an underwritten public offering and
the managing underwriter(s) at any time shall notify the Company in writing
that, in the sole judgment of such managing under writer(s), inclusion of some
or all of the information required in a more detailed form specified in such
notice is of material importance to the success of the public offering of such
Registrable Securities, the Company shall use all reasonable efforts to
supplement or amend the registration statement to include such information.
(b) The Company agrees (i) not to effect any public or
private sale, distribution or purchase of any of its securities which are the
same as or similar to the Registrable Securities, including a sale pursuant to
Regulation D under the Securities Act, during the 15-day period prior to, and
during the 45-day period beginning on, the closing date of each underwritten
offering under any Demand
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Registration Statement, and (ii) to use reasonable efforts to cause each holder
of its securities purchased from the Company, at any time on or after the date
of this Agreement (other than in a registered public offering) to agree not to
effect any public sale or distribution of any such securities during such
period, including a sale pursuant to Rule 144 under the Securities Act.
(c) The Company may postpone for a reasonable period of time,
not to exceed 30 days, the filing or the effectiveness of any Demand
Registration Statement if (i) the Board of Directors of the Company in good
faith determines that (A) such registration would have a material adverse
effect on any plan or proposal by the Company with respect to any financing,
acquisition, recapitalization, reorganization or other material transaction, or
(B) the Company is in possession of material non-public information that, if
publicly disclosed, would result in a material disruption of a major corporate
development or transaction then pending or in progress or in other material
adverse consequences to the Company, and (ii) the Company so notifies the
Holder(s) within five days after the Holder(s) requests such registration. The
Company's right to defer the filing of a registration statement pursuant to the
provisions of the preceding sentence may not be exercised more than once during
any 12 month period.
(d) If at any time any Holder of Registrable Securities to be
covered by a Demand Registration Statement desires to sell Registrable
Securities in an underwritten offering, such Holder shall have the right to
select any nationally recognized investment banking firm(s) to administer the
offering, subject to the approval of the Company, which approval shall not be
unreasonably withheld, and the Company shall enter into underwriting agreements
with the underwriter(s) of such offering, which agreements shall contain such
representations and warranties by the Company, and such other terms, conditions
and indemnities as are at the time customarily contained in underwriting
agreements for similar offerings and the Company shall take or cause to be
taken all such other actions as are reasonably requested by the managing
underwriter(s) in order to expedite or facilitate the regis tration and
disposition of the Registrable Securities, including, without limitation,
causing management to participate in "road show" presentations.
3. Incidental Registration. Subject to the terms and conditions set
forth in this Section 3, if the Company proposes at any time to register any
common equity securities (the "Initially Proposed Shares") under the Securities
Act for sale, whether or not for its own account, pursuant to an underwritten
offering, the Company will promptly give written notice to the Holders of its
intention to effect such registration (such notice to specify, among other
things, the proposed offering
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price, the kind and number of securities proposed to be registered and the
distribution arrangements, including identification of the underwriter(s)), and
the Holders shall be entitled to include in such registration statement, as a
part of such underwritten offering, such number of shares (the "Holder Shares")
to be sold for the account of the Holders (on the same terms and conditions as
the Initially Proposed Shares) as shall be specified in a request in writing
delivered to the Company within 15 days after the date upon which the Company
gave the aforementioned notice.
The Company's obligations to include Holder Shares in a
registration statement pursuant to this Section 3 is subject to each of the
following limitations, conditions and qualifications:
i) If, at any time after giving written notice of
its intention to effect a registration of any of its common equity
securities and prior to the effective date of any registration
statement filed in connection with such registration, the Company
shall determine for any reason not to register all of such shares, the
Company may, at its election, give written notice of such
determination to the Holders and thereupon it shall be relieved of its
obligation to use any efforts to register any Holder Shares in
connection with such aborted registration (but not from its obligation
to pay the Registration Expenses (as defined herein) in connection
therewith).
ii) If the managing underwriter(s) of such offering
shall notify in writing the Company and each Holder who shall have
requested the inclusion of Registrable Securities in such
underwritten offering that, in the good faith judgment of such
managing underwriter(s), the distribution of all or a specified
portion of the Holder Shares would materially interfere with the
registration and sale, in accordance with the intended method thereof,
of the Initially Proposed Shares, then the number of Holder Shares to
be included in such registration statement shall be reduced to such
number, if any, that, in the good faith judgment of such managing
underwriter(s), can be included without such interference. If, as a
result of the cutback provisions of the preceding sentence, the
Holders are not entitled to include all of the Holder Shares in such
registration, such Holders may elect to withdraw their request to
include Holder Shares in such registration.
If the Company shall so request in writing, each Holder
agrees not to effect any public or private sale or distribution of any
Registrable Securities (other than the Holder Shares) during the 15-day period
prior to and during the 45-day
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period beginning on, the closing date of any underwritten public offering of
shares of Common Stock made for the Company's own account.
4. Registration Procedures. (a) Whenever the Company is required to
use all reasonable efforts to effect the registration of any Registrable
Securities under the Securities Act pursuant to the terms and conditions of
Section 2(a) or 3 (such Registrable Securities being hereinafter referred to as
"Subject Shares"), the Company will use all reasonable efforts to effect the
registration and sale of the Subject Shares in accordance with the intended
method of disposition thereof. Without limiting the generality of the
foregoing, the Company will as soon as practicable:
i) furnish to each Holder of Subject Shares (a
"Participating Holder") and to each managing underwriter, if any, a
reasonable time in advance of their filing with the SEC, any
registration statement, amendment or supplement thereto, and any
prospectus used in connection therewith, and each Participating Holder
shall have the opportunity to object to any informa tion pertaining to
such Participating Holder and its plan of distribution that is
contained therein and the Company will make the corrections reasonably
re quested by such Participating Holder with respect to such
information prior to filing any such registration statement or any
amendment or supplement thereto; and furnish a copy of any and all
transmittal letters or other corre spondence with the SEC or any other
governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange)
relating to such offering of Registrable Securities;
ii) prepare and file with the SEC a registration
statement with respect to the Subject Shares in form and substance
satisfactory to the Participating Holders, and use all reasonable
efforts to cause such registration statement to become effective as
soon as possible;
iii) prepare and file with the SEC 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 for the applicable period and to comply with the
provisions of the Securities Act with respect to the disposition of
all Subject Shares and other securities covered by such registration
statement;
iv) furnish each Participating Holder and each
managing underwriter, if any, without charge, such number of copies of
such registra-
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tion statement, each amendment and supplement thereto (in each case
including all exhibits thereto and documents incorporated by reference
therein) and the prospectus included in such registration statement
(including each preliminary prospectus and prospectus supplement) and
any other prospectus filed under Rule 424 promulgated under the
Securities Act relating to the Registrable Securities and such other
documents as such Participating Holder or such underwriter may
reasonably request;
v) after the filing of the registration statement,
promptly notify each Participating Holder and each managing
underwriter, if any, of any stop order issued or, to the knowledge of
the Company, threatened to be issued by the SEC;
vi) use all reasonable efforts to register or
qualify the Subject Shares covered by such registration statement
under the securities or blue sky laws of such jurisdictions (including
any foreign country or any political subdivision thereof) as the
managing underwriter(s) shall reasonably recommend, and do any and
all other acts and things which may be reasonably necessary or
advisable to enable the Participating Holders to consummate the
disposition in such jurisdictions of the Subject Shares covered by
such registration statement, except that the Company shall not for any
such purpose be required to (A) qualify generally to do business as a
foreign corporation in any jurisdiction wherein it is not so
qualified, (B) subject itself to taxation in any jurisdiction wherein
it is not so subject, or (C) consent to general service of process in
any such jurisdiction or otherwise take any action that would subject
it to the general jurisdiction of the courts of any jurisdiction in
which it is not so subject;
vii) promptly inform each Participating Holder and
the managing underwriter(s), if any (x) in the case of any offering of
the Registrable Securities in respect of which a registration
statement is filed under the Securities Act, of the date on which a
registration statement or any post-effective amendment thereto has
been filed and when the same has become effective and, if applicable,
of the date of filing a Rule 430A prospectus, (y) of any written
comments from the SEC with respect to any filing referred to in clause
(x) and of any request by the SEC, any securities exchange, govern
ment agency, self-regulatory body or other body having jurisdiction
for any amendment of or supplement to any registration statement or
preliminary prospectus or prospectus included therein or any offering
memorandum or other offering document relating to such offering or (z)
of the receipt by the
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Company of any notification with respect to the suspension of the
qualification of any Registrable Securities for sale under the
applicable securities or blue sky laws of any jurisdiction;
viii) otherwise use its reasonable efforts to comply
with all applicable rules and regulations of the SEC;
ix) provide a transfer agent and registrar for all
Registrable Securities covered by such registration statement not
later than the effective date of such registration statement;
x) furnish, at the Company's expense, unlegended
certificates representing ownership of the securities being sold in
such denominations as shall be requested and instruct the transfer
agent to release any stop transfer orders with respect to the Subject
Shares being sold;
xi) notify each Participating Holder at any time
when a prospectus relating to the Subject Shares 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 any untrue state ment of a material fact or omits to state a
material fact necessary to make the statements therein (in the case of
the prospectus or any preliminary prospectus, in light of the
circumstances under which they were made) not misleading, and the
Company will, as promptly as practicable thereafter, prepare and file
with the SEC and furnish a supplement or amendment to such prospectus
so that, as thereafter delivered to the purchasers of Subject Shares
such prospectus will not contain any 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 (in the case of the
prospectus or any preliminary prospectus, in light of the
circumstances under which they were made) not misleading;
xii) enter into customary agreements (including an
underwriting agreement in customary form in the case of an
underwritten offering) and make such representations and warranties to
the sellers and underwriter(s) as in form and substance and scope are
customarily made by issuers to underwriters in underwritten offerings
and take such other actions as the Holders or the managing
underwriter(s) or agent, if any, reasonably require in order to
expedite or facilitate the disposition of such Subject Shares. A
Participating Holder may, at its option, require that any or all of
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the representations and warranties by, and the other agreements on the
part of, the Company to and for the benefit of such underwriter(s)
also be made to and for the benefit of the Participating Holder, and
that any or all of the conditions precedent to the obligations of such
underwriter(s) under such underwriting agreement also be conditions
precedent to the obligations of the Participating Holder;
xiii) make available for inspection by the
Participating Holders, any underwriter or agent participating in any
disposition pursuant to such registration statement, and any attorney,
accountant or other similar professional advisor retained by any such
Participating Holders or underwriter (collectively, the "Inspectors"),
all pertinent financial and other records, pertinent corporate
documents and properties of the Company (collectively, the "Records"),
as shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and cause the Company's officers, directors
and employees to supply all information reasonably requested by any
such Inspector in connection with such registration statement;
xiv) make available senior management personnel of
the Company to participate in, and cause them to cooperate with the
underwriter(s) in connection with, "road show" and other customary
marketing activities, including "one-on-one" meetings with prospective
purchasers of the Subject Shares;
xv) obtain for delivery to the Company, the
underwriter(s) or their agent, with copies to the Participating
Holders, a "cold comfort" letter from the Company's independent public
accountants in customary form and covering such matters of the type
customarily covered by "cold comfort" letters as the Participating
Holders or the managing underwriter(s) reasonably request;
xvi) obtain for delivery to the Participating
Holders and the underwriter(s) or their agent an opinion or opinions
from counsel for the Company in customary form and reasonably
satisfactory to the Participating Holders, underwriters or agents and
their counsel;
xvii) make available to its security holders
earnings statements, which need not be audited, satisfying the
provisions of Section 11(a) of the Securities Act no later than
90 days after the end of the 12-month
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period beginning with the first month of the Company's first quarter
commencing after the effective date of the registration statement,
which earnings statements shall cover said 12-month period;
xviii) make every reasonable effort to prevent the
issuance of any stop order suspending the effectiveness of the
registration statement or of any order preventing or suspending the
effectiveness of such registration statement at the earliest possible
moment;
xix) cause the Subject Shares to be registered
with or approved by such other governmental agencies or authorities
(including foreign governmental agencies and authorities) as may be
necessary to enable the sellers thereof or the underwriters(s), if
any, to consummate the disposi tion of such Subject Shares;
xx) cooperate with the Holders and the managing
underwriter(s), if any, or any other interested party (including any
interested broker-dealer) in making any filings or submission required
to be made, and the furnishing of all appropriate information in
connection therewith, with the National Association of Securities
Dealers, Inc. ("NASD");
xxi) cause its subsidiaries to take action
necessary to effect the registration of the Subject Shares
contemplated hereby, including filing any required financial
information;
xxii) effect the listing of the Subject Shares on
the New York Stock Exchange or such other national securities exchange
or over-the-counter market on which shares of the Common Stock shall
then be listed; and
xxiii) take all other steps necessary to effect the
registration of the Subject Shares contemplated hereby.
(b) The Holders shall provide (in writing and signed by the Holders
and stated to be specifically for use in the related registration statement,
preliminary prospectus, prospectus or other document incident thereto) all such
information and materials and take all such action as may be required in order
to permit the Company to comply with all applicable requirements of the SEC and
any applicable state securities laws and to obtain any desired acceleration of
the effective date of any registration statement prepared and filed by the
Company pursuant to this
9
Agreement.
(c) The Holders shall, if requested by the Company or the managing
underwriter(s) in connection with any proposed registration and distribution
pursuant to this Agreement, (i) agree to sell the Subject Shares on the basis
provided in any underwriting arrangements entered into in connection therewith
and (ii) complete and execute all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents customary in similar
offerings; provided, however, that in no event shall a Participating Holder be
required to make any representations or warranties to or agreements with the
Company or the underwriter(s) other than representations, warranties or
agreements regarding the Participating Holder and its ownership of the
securities being registered on its behalf and its intended method of
distribution and any other representation required by law.
(d) Upon receipt of any notice from the Company that the Company has
become aware that the prospectus (including any preliminary prospectus)
included in any registration statement filed pursuant to Section 2(a) or
Section 3, as then in effect, contains any untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, the Holders shall forthwith
discontinue disposition of Subject Shares pursuant to the registration
statement covering the same until the Holders' receipt of copies of a
supplemented or amended prospectus and, if so directed by the Company, deliver
to the Company (at the Company's expense) all copies other than permanent file
copies then in the Holder's possession, of the prospectus covering the Subject
Shares that was in effect prior to such amendment or supplement.
(e) The Company shall pay all Registration Expenses. For purposes of
this Agreement, "Registration Expenses" shall mean all expenses incident to
the Company's performance of or compliance with its obligations under this
Agreement to effect the registration of Registrable Securities pursuant to
Section 2(a) or Section 3 of this Agreement, and the disposition of such
securities, including, without limitation, all registration, filing,
qualification and other fees and expenses of complying with securities or blue
sky laws, transfer agents and registrars' fees, all word processing,
duplicating and printing expenses, the fees and disbursements of counsel for
the Company and of its independent public accountants, including the expenses
of any special audits or "cold comfort" letters required by or incident to such
performance and compliance, but excluding underwriting discounts and com
missions in respect of Registrable Securities and the fees and disbursements of
any counsel retained by the Participating Holders (which underwriting discounts
and
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commissions and fees and disbursements of counsel shall be paid by the
Participating Holders).
(f) In connection with any sale of Subject Shares that are registered
pursuant to this Agreement, the Company and the Holders shall enter into an
agreement providing for indemnification of the Holders by the Company, and
indemnification of the Company by the Holders, on terms customary for such
agreements at that time (it being understood that any disputes arising as to
what is customary shall be resolved by counsel to the underwriter(s)).
5. Notices. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery or delivery by telecopy or facsimile at the address or number
designated below (if delivered on a business day during normal business hours
where such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the third business day
following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual service, fully prepaid, addressed to
such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be:
If to the Company, to:
Panavision Inc.
0000 Xx Xxxx Xxxxxx
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxx
Telecopier Number: (000) 000-0000
and
Panavision Inc.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx
Telecopier Number: (000) 000-0000
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with a copy to:
Xxxxxxx Xxxx & Xxxxxxxxx
Xxx Xxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxxxxxx X. Xxxxx, Esq.
Telecopier Number: (000) 000-0000
If to PX Holding, to:
PX Holding Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx, 00000
Attention: General Counsel
Telecopier Number: (000) 000-0000
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxx, Esq.
Telecopier Number: (000) 000-0000
If to any other Holder,
to such name at such address as such Holder shall have
indicated in a written notice delivered to the other parties
to this Agreement.
Any party hereto may from time to time change its address for notices under
this Section 5 by giving at least 10 days' notice of such changes to the other
parties hereto.
6. Waivers. No waiver by any party of any default with respect to any
provision, condition or requirement hereof shall be deemed to be a continuing
waiver in the future thereof or a waiver of any other provision, condition or
requirement hereof; nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right
accruing to it thereafter.
7. Headings. The headings herein are for convenience only, do
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not constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof.
8. Successors and Assigns; Amendments. This Agreement shall be binding
upon and inure to the benefit of the parties and their successors and assigns,
including without limitation and without the need for an express assignment
each subsequent Holder of any Registrable Securities. Except as provided in
this Section 8, neither the Company nor any Holder shall assign this Agreement
or any rights hereunder without the prior written consent of the other parties
hereto; provided, that in connection with a bona fide pledge by the Holder of
any Registrable Securities, the Holder may assign its rights under this
Agreement to the beneficiary of such pledge. The assignment by a party of this
Agreement or any rights hereunder shall not affect the obligations of such
party hereunder. This Agreement may not be amended except by a written
instrument executed by the parties hereto.
9. No Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.
10. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of Delaware
without regard to the principles of conflicts of laws.
11. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto in respect of the subject matter hereof and supersedes all
prior agreements and understandings between the parties with respect to the
subject matter hereof.
12. Execution. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counter part.
13. Available Information. If at any time the Company is required to
file reports in compliance with either Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company
will comply with all rules and regulations of the SEC applicable in connection
with the use of Rule 144 or Rule 144A promulgated under the Securities Act and
will, upon the re-
13
quest of any Holder, take such other actions and furnish the Holder with
information as the Holder may reasonably request in order to avail itself of
such rule or any other rule or regulation of the SEC allowing the Holder to
sell any Registrable Securities without registration, and will, at its expense,
forthwith upon the request of the Holder, deliver to such party a certificate,
signed by the Company's principal financial officer, stating (a) the Company's
name, address and telephone number (includ ing area code), (b) the Company's
Internal Revenue Service identification number, (c) the Company's SEC file
number, (d) the number of shares of each class of stock outstanding as shown by
the most recent report or statement published by the Company, and (e) whether
the Company has filed the reports required to be filed under the Exchange Act
for a period of at least 90 days prior to the date of such certificate and in
addition has filed the most recent annual report required to be filed
thereunder or as to such matters as would then be required to establish
compliance with Rule 144 or any successor rule or rules under the Securities
Act. If at any time the Company is not required to file reports in compliance
with either Section 13 or Section 15(d) of the Exchange Act, the Company at its
expense will, forthwith upon the written request of the Holder, make available
adequate current public information with respect to the Company within the
meaning of paragraph (c)(2) of Rule 144.
14. Injunctions. Irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with its
specific terms or were otherwise breached. Therefore, the parties hereto shall
be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically the terms and
provisions hereof in any court having jurisdiction, such remedy being in
addition to any other remedy to which they may be entitled at law or in equity.
15. Severability. If any term or provisions of this Agreement is held
by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the terms and provisions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term or provision.
16. Further Assurances. Subject to the specific terms of this
Agreement, each Holder and the Company shall make, execute, acknowledge and
deliver such other instruments and documents, and take all such other actions,
as may be reasonably required in order to effectuate the purposes of this
Agreement and to consummate the transactions contemplated hereby.
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17. No Other Registration Rights. The Company represents and warrants
to each Stockholder that there is not in effect on the date of this Agreement
any agreement by the Company (other than this Agreement) pursuant to which any
holders of securities of the Company have a right to cause the Company to
register or qualify such securities under the Securities Act or any securities
or blue sky laws of any jurisdiction.
18. Recapitalization, Exchanges, etc., Affecting the Company's Capital
Stock. The provisions of this Agreement shall apply to the full extent set
forth herein with respect to any and all shares of capital stock of the Company
or any successor or assign of the Company (whether by merger, consolidation,
sale of assets or otherwise), or at the election of a Holder, any person who
controls any of the fore going, which may be issued in respect of, in exchange
for or in substitution of, the Registrable Securities.
19. Defined Terms. All capitalized terms used herein but not defined
shall have the meanings ascribed to such terms in the Recapitalization
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agree
ment to be duly executed by their respective authorized officers as of the date
hereof.
PANAVISION INC.
By:/s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman and Chief Executive
Officer
PX HOLDING CORPORATION
By:/s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
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