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EXHIBIT 10.19
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT ("Purchase Agreement") or
"Agreement") is made and entered into this 28th day of February 2001 by and
among URANIUM RESOURCES, INC., a Delaware corporation (the "Company"), and each
of the Purchasers listed in Schedule I and Schedule II hereto (individually
sometimes referred to as a "Purchaser" and collectively as the "Purchasers"):
1. Definitions. For the purposes of this Purchase Agreement:
"Closing Date" shall have the meaning set forth in Section 4 of this Purchase
Agreement.
"Commission" shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
"Common Stock" shall mean the Company's Common Stock, $0.001 par value per
share.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or
any similar federal statue and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Holder" shall mean each Purchaser.
"Person" shall mean a natural person, corporation, partnership, limited
liability company, trust or any other entity, other than a governmental entity,
recognized by statute in its jurisdiction of formation as having legal
existence.
"Registrable Securities" shall mean the shares of Common Stock held by the
Holders and 7,500,000 outstanding shares of Common Stock purchased from the
Company in a private placement in August 2000 together with 5,625,000 shares
issuable upon the exercise of warrants issued in such placement; provided,
however, that Registrable Securities shall not include such securities that have
been (a) sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction or (b) pursuant to Rule 144
promulgated under the Securities Act.
The terms "register," "registered" and "registration" refer to a registration
effected by preparing and filing a registration statement with the Commission in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
"Registration Expenses" shall mean all expenses, except as otherwise stated
below, incurred by the Company in complying with Section 7.1 hereof, including,
without limitation, all registration, qualification and filing fees, printing
expenses, escrow fees, fees and disbursements of counsel for the Company, blue
sky fees and expenses, the expense of any special audits incident to or required
by any such registration (but excluding the compensation of regular employees of
the Company which shall be paid in any event by the Company) and the reasonable
fees and disbursements of one counsel for all holders of Registrable Securities
up to $6,000.
"Securities Act" shall mean the Securities Act of 1933, as amended, or any
similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean all underwriting discounts, selling commissions
and stock transfer expenses applicable to the securities registered by the
Holders and, except as set forth above, all reasonable fees and disbursements of
counsel for any Holder.
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"Shares" shall mean the shares of Common Stock issued to the Purchasers pursuant
to this Purchase Agreement and any other securities issued in respect of such
securities upon any stock split, stock dividend, recapitalization, merger,
consolidation or similar event.
"Subsidiary" or "Subsidiaries" shall mean a corporation or corporations of which
the Company shall at the time own directly or indirectly 50% or more of the
outstanding common stock and all of the outstanding stock of any other class,
and the term "wholly-owned Subsidiary" shall mean a corporation of which the
Company shall at the time own directly or indirectly all of the outstanding
stock, except for directors' qualifying shares.
2. Representations and Warranties of the Company. The Company represents and
warrants that on the date hereof and as of the Closing Date:
2.1 Organization. The Company is a duly domesticated and validly existing
corporation in good standing under the laws of the state of Delaware with all
necessary corporate power to enter into and perform this Purchase Agreement,
issue and sell the Shares and carry on the business now conducted by it. The
Company is duly qualified and in good standing as a foreign corporation in all
jurisdictions in which the nature of its business or the character of the
property owned by it makes such qualification necessary, and is duly authorized,
qualified and licensed under all laws, regulations, ordinances or orders of
public authorities to carry on its business in the places and in the manner
presently conducted.
All necessary corporate proceedings have been taken by the board of
directors of the Company to authorize the execution, delivery and performance of
this Purchase Agreement and the transactions contemplated hereby. No action is
required by the stockholders of the Company in connection with the execution,
delivery and performance of this Purchase Agreement, except approval of an
increase in the number of shares of Common Stock which the Company is authorized
to issue, which approval will be solicited promptly following the date of this
Agreement. The Agreement has been duly authorized, executed and delivered and is
enforceable against the Company in accordance with its terms. Upon issuance of
the Shares at the Closing after receipt of the consideration to be paid for the
Shares and approval of the stockholders to the increase in the authorized Common
Stock to 100,000,000, the Shares will be duly authorized, validly issued, fully
paid and non-assessable.
2.2 No Legal Obstacle. Neither the consummation of the transactions
contemplated by this Purchase Agreement nor compliance with the provisions of
this Purchase Agreement nor issuance of the Shares, will result in any breach or
violation of any of the provisions of, or constitute a default under, the
Restated Certificate of Incorporation or by-laws of the Company, in each case as
amended through the Closing Date, or any provision of law, agreement or other
instrument which will remain in effect after the issue and sale of the Shares
and to which the Company is a party or by which it is bound, or of any
applicable order or regulation of any governmental authority having
jurisdiction, or result in the creation under any other agreement or instrument
of any lien or encumbrance upon any assets of the Company.
2.3 Tax Returns. The Company and its Subsidiaries have filed all
federal, state and local tax returns which are required to be filed and have
paid, or made adequate provision for the payment of, all taxes which have or may
become due pursuant to said returns or otherwise or to assessments received by
the Company or its Subsidiaries, except such as are being vigorously contested
in good faith. The Company has made adequate provision for all current taxes.
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2.4. Capitalization. The authorized capital stock of the Company on the
date hereof consists of 35,000,000 shares of Common Stock, $.001 par value per
share (the "Common Stock"). Subject to the approval of the stockholders of the
Company to an amendment to the Restated Certificate of Incorporation, the
authorized capital stock of the Company on the Closing Date will consist of
100,000,000 shares of Common Stock. The issued shares of Common Stock on the
date hereof are 23,082,278 shares (including 152,500 shares held in treasury).
The Common Stock is registered under the Securities Exchange Act of 1934. There
are currently reserved for issuance:
(a) 3,659,082 shares subject to currently outstanding options
under several of the Company's stock option plans;
(b) 958,055 shares reserved for issuance upon the exercise of
options that may be granted in the future under several of the
Company's stock option plans,
(c) 5,625,000 shares upon the exercise of five-year warrants
at $.20 per share dated August 21, 2000. The exercise price of the
warrants but not the number of shares issuable is subject to adjustment
in the event that shares of Common Stock are issued for less than $.20
per share;
(d) 1,989,928 shares reserved for issuance under the Company's
2000-2001 Deferred Compensation Plan; and
(e) 180,000 shares reserved for issuance upon the exercise of
the holder's right to convert the Company's $135,000 note into shares
of Common Stock at $.75 per share, which note matures on July 17, 2005.
Except as listed above, the Company has not issued or granted or agreed
to issue or grant, any options, warrants or other rights or securities to
acquire, exchangeable for or convertible into any securities of the Company or
any Subsidiary.
2.5 Finders. All negotiations relative to this Purchase Agreement and
the transactions contemplated herein have been carried on by the Company
directly with the Purchasers listed on Schedule II hereto and with Xxxxxxx
Capital Group LLC on behalf of the Purchasers listed on Schedule I hereto in
such manner as not to give rise to any valid claim against the Company for a
finder's fee, brokerage commission or like payment.
2.6 Subsidiaries. The Company's Subsidiaries, each of which is a
wholly-owned Subsidiary, are URI, Inc., a Delaware corporation, URI Minerals,
Inc., a Delaware corporation, Beltline Resources, Inc., a Texas corporation,
Hydro Restoration Corporation, a Delaware corporation, Hydro Resources, Inc., a
Delaware corporation, and Uranco Inc., a Delaware corporation. The Company does
not have any equity interest in or do business through any other entity.
2.7 Authorization and Approvals. The execution, delivery and
performance of this Purchase Agreement do not require any approval or consent on
the part of, or filing, registration or qualification with, any governmental
body, federal, state or local that has not been obtained or performed or any
third person, pursuant to any agreement or otherwise, except for requisite
filings under state and federal law to permit the private offering of the Shares
in compliance with exemptions from registration under such laws, each of which
will be obtained proper to the
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Closing except for the filing of Form Ds required to be filed after the Closing
with the Securities and Exchange Commission and certain states.
2.8 Actions, Suits or Proceedings. Except as set forth in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999, there are no
actions, suits or proceedings, at law or in equity, and no proceedings before
any arbitrator or by or before any governmental commission, board, bureau or
other administrative agency, pending, or to the best knowledge of the Company
threatened, against or affecting the Company, any Subsidiary, or any properties
or rights of the Company or any Subsidiary which, if adversely determined, could
materially impair the right of the Company or any Subsidiary to carry on
business substantially as now conducted or could have a material adverse effect
upon the Company and the Subsidiaries individually, or taken as a whole.
2.9 Financial Statements. Except as set forth in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999, the audited and
unaudited financial statements contained therein and in the Company's quarterly
report on Form 10-Q dated September 30, 2000 (collectively the "financial
statements") have been prepared in accordance with generally accepted accounting
principles consistently applied, except as otherwise indicated in such financial
statements or in an auditor's report with respect thereto included in such Form
10-K, and present fairly the financial condition of the Company and its
Subsidiaries as of the dates indicated therein, and the results of their
operations and changes in their cash flows for the periods then ended, subject,
in the case of unaudited financial statements, to audit adjustments. Except as
set forth in the most recent financial statements, neither the Company nor any
Subsidiary has any material contingent obligations, liabilities for taxes,
long-term leases or unusual forward or long-term commitments not disclosed by,
or reserved against, in the financial statements.
2.10 Compliance with Other Agreements. Neither the Company nor any
Subsidiary is in default nor, except as set forth in the Company's Annual Report
on Form 10-K for the year ended December 31, 1999, has any event or circumstance
occurred which, but for the passage of time or the giving of notice, or both,
would constitute a default under any material agreement to which it is a party
which could reasonably be expected to have a material adverse effect on the
Company and its Subsidiaries taken as a whole.
2.11 Compliance with Laws. Neither the Company nor any Subsidiary (i)
is in material violation of any law, rule, order, regulation of any kind or any
other governmental requirement, including environmental laws and ERISA (as
hereinafter defined); or (ii) has failed to obtain any license, permit,
franchise or other governmental authorization necessary to the ownership of any
of its respective properties or the conduct of its respective business; except
such violations and failures which could not reasonably be expected to have in
the aggregate (in the event that such violation or failure was asserted by any
person through appropriate action) a material adverse effect on the Company and
its Subsidiaries taken as a whole.
2.12 ERISA etc. The Company has no employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), except for the Company's 401k Plan and cafeteria medical plan. The
Company has complied with all of its obligation with respect to such plans.
3. Representations; Warranties and Acknowledgments of the Purchasers.
3.1 Purchase for Investment. Each of the Purchasers represents and
warrants to the Company that it will acquire the Shares to be purchased by it
for its own account for investment
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and not with a view to the distribution thereof, and that it has no present
intention of making any distribution or disposition of them; provided, however,
that the disposition of its property shall at all times be and remain within its
control. The acquisition of Shares by each of the Purchasers shall constitute
its confirmation of said representation and warranty. Each of the Purchasers
understands that the Shares are being sold to it in a transaction which is
exempt from the registration requirements of the Securities Act of 1933, and
that the Shares must be held by it and may not be resold unless they are
subsequently registered under the Act or an exemption from such registration is
available. Each of the Purchasers further understands that the Shares will be
legended with a notation that they were acquired for investment in an exempt
transaction and that they may not be resold unless they are subsequently
registered under the Securities Act of 1933 or unless an exemption from such
registration is available.
3.2 Risks. Each of the Purchasers acknowledges that this offering
involves significant risks, including the following:
(a) BANKRUPTCY RISK. Because of depressed uranium prices the
Company in 1999 and the first quarter of 2000 ceased production
activities in both of its two producing properties, monetized all of
its remaining uranium sales contracts, and sold certain of its property
and equipment to maintain a positive cash position. Since then, the
Company currently has exhausted all of its available sources of cash to
support continuing operations, and will be unable to continue in
business beyond March 15, 2001 unless it can secure a cash infusion. As
a result, if the Company is unable to complete this offering of the
Shares or otherwise obtain a cash infusion in the near future it will
most likely be forced to file for protection from its creditors under
the Bankruptcy laws of the United States. Assuming that the Company is
able to continue funding its restoration of the Kingsville Dome and
Xxxxxx mine sites through extensions to its agreement with Texas
regulatory authorities and the Company's bonding company, the Company
estimates that an infusion of $2.085 million from the private placement
should provide it with the resources to remain operating into
approximately the first quarter of 2003. In either case, additional
funds will be required for the Company to continue operating after that
date. The Company's current agreement with the Texas regulatory
authorities and its bonding company extends through 2001. The Company
cannot guarantee that it will be able to extend such agreement beyond
2001, or that any extension of the agreement that is negotiated will
contain the same terms and conditions as the current agreement.
(b) FINANCIAL STATEMENT RISK. Because of its financial
condition, the Company, since 1998, has not been able to prepare
audited financial statements for the purposes of this offering or
otherwise. Therefore, any purchaser of the Shares assumes the risk that
when the Company's unaudited financial statements are hereafter
audited, audit adjustments to such financial statements may be
material.
(c) OTHER RISK FACTORS. In addition, a Purchaser should
carefully review the Risk Factors set forth in the Company's Form
10-K/A for the year ended December 31, 1999.
3.3. Accredited Investor Status. Each of the Purchasers represents and
warrants that he, she or it understands that the Company will rely upon the
following information for purposes of its determination that the Purchasers are
"accredited investors" (as that term is defined in Regulation D promulgated by
the SEC under the Securities Act of 1933, as amended), and that the Shares will
not be registered under the Securities Act in reliance upon one or more of the
exemptions from registration provided under the Securities Act and Regulation D
for nonpublic offerings. Each Purchaser represents and warrants that he, she or
it is an accredited investor by virtue of meeting one of the following
requirements:
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(a) If the Purchaser is an individual he or she had an
individual income in each of the two most recent years and reasonably
expects to have individual income in excess of $200,000 for the current
year or a joint income with his or her spouse in excess of $300,000 in
each of the two most recent years and reasonably expects to have joint
income with such spouse in excess of $300,000 for the current year; or
he or she currently has an individual net worth, or his or her spouse
and he or she have a joint net worth, in excess of $1,000,000; or
(b) If the Purchaser is a trust it has total assets in excess
of $5,000,000, was not formed for the specific purpose of acquiring the
Shares, and the purchase of the Shares has been directed by a
"sophisticated person" as defined in Rule 506(b)(2)(ii) of Regulation
D, that is, a person who has such knowledge and experience in financial
and business matters that he is capable of evaluating the merits and
risks of an investment in the Shares.
(c) If the Purchaser is a partnership (i) it was not formed
for the specific purpose of acquiring the Shares and has total assets
in excess of $5,000,000, or (ii) all of its equity owners individually
qualify as accredited investors.
(d) If the Purchaser is a limited liability company (i) it was
not formed for the specific purpose of acquiring the Shares and has
total assets in excess of $5,000,000, or (ii) all of its equity owners
individually qualify as accredited investors.
3.4 Receipt of Company Documents. Each Purchaser acknowledges that he,
she or it, or his, her or its investment advisor has received the following
documents from the Company:
(a) The Company's Form 10-K/A for fiscal year ended December
31, 1999;
(b) The Company's Form 10-Q's covering three, six and nine
month periods ending on March 31, June 30 and September 30 of 2000;
(c) Six press releases issued by the Company dated February
16, 2000, March 30, 2000, May 16, 2000, August 21, 2000, October 11,
2000 and October 16, 2000.
4. Purchase and Sale of the Shares. Subject to the terms and conditions of this
Purchase Agreement, the Company agrees to issue and sell to each Purchaser and
each Purchaser agrees to purchase from the Company, at the Closing, the number
of Shares set opposite its name on Schedules I or II attached hereto at a
purchase price of $.08 per share.
The Closing shall be held at 10:00 a.m. at the offices of Proskauer
Rose LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 on the date that is four
business days following satisfaction of the conditions to the Purchasers'
obligations set forth in Section 5 hereof or such other date as the parties
shall agree. At the Closing, the Company will execute and deliver to each
Purchaser, unless otherwise requested by such Purchaser, a stock certificate,
registered in such Purchaser's name (or in the name of any nominee set forth on
Schedule I or Schedule II), for the number of Shares set forth opposite such
Purchaser's name on such Schedules, dated the date of the Closing, against
payment of the purchase price by wire transfer of immediately available funds or
delivery of an official bank check in Federal Funds or other immediately
available funds or, with respect to any holder of the Company's notes, in the
aggregate original
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principal amount of $250,000, purchased pursuant to the note purchase agreement
dated January 30, 2001 (the "Note Purchase Agreement") by paying for such Shares
by forgiving at face amount unpaid principal on such notes at $.08 per share.
Accrued and unpaid interest on such notes through the Closing Date will be paid
at Closing.
5. Conditions to the Purchaser's Obligations. The obligation of each Purchaser
to purchase and pay for the Shares to be acquired by it at the Closing shall be
subject to the compliance by the Company with its agreements herein contained,
and to the satisfaction (or waiver) at or before such Closing of the following
further conditions:
5.1 Sale of Shares. The Company will issue and sell the Shares at the
time and in the manner provided and receive payment therefor in the amounts and
for the consideration specified in Section 4.
5.2 Minimum Sale of Shares. The Company shall have issued and sold at
Closing not less than 18,750,000 Shares.
5.3 Accuracy of Representations and Warranties. The representations and
warranties contained in Section 2 of this Purchase Agreement shall be true and
correct on and as of the date of the Closing with the same force and effect as
though made on and as of the date of such Closing; between the date hereof and
the Closing, neither the business nor assets nor the condition, financial or
otherwise, of the Company and its Subsidiaries on a consolidated basis shall
have been adversely affected in any material manner as the result of any fire,
explosion, accident, drought, strike, lockout, riot, sabotage, confiscation,
condemnation or purchase of any property by governmental authority, activities
of armed forces or acts of God or the public enemy, or other event or
development.
There shall not have occurred any event or omission which such
Purchaser reasonably believes has caused (or would cause, with notice or the
passage of time) a material adverse change in the business, assets, or
condition, financial or otherwise, or prospects of the Company or any of its
Subsidiaries, including, without limitation, any event which would be an "event
of default" as defined in the Note Purchase Agreement.
5.4 Proper Proceedings. All proper corporate proceedings shall have
been taken by the Company to authorize this Purchase Agreement and the
transactions contemplated hereby.
5.5 Delivery of Other Documents. Purchasers shall have received the
following:
(a) Good Standing Certificate. A long form certificate of good
standing dated the same month as the Closing of the Secretary of State
of the State of Delaware as to the existence and good standing of the
Company and listing the charter documents of the Company on file in his
office, and copies, certified by said Secretary of State, of all such
charter documents;
(b) Officers' Certificate. A certificate of the President and
the Vice President, Chief Financial Officer and Secretary of the
Company, individually and, as officers on behalf of the Company, in
form and substance satisfactory to Purchaser, certifying (i) that each
of the representations and warranties of the Company contained in
Section 2 of this Purchase Agreement is true in all material respects
as of the Closing Date; (ii) that the Company has performed all of its
agreements contained in this
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Purchase Agreement required to be performed on or prior to the Closing
Date; (iii) a copy of the by-laws of the Company; (iv) resolutions of
the Board of Directors and shareholders of the Company relating to the
Agreement and the Shares and the amendment of the Restated Certificate
of Incorporation; (v) incumbency and signature of officers and the due
authority of the signing officers to sign; (vi) that no "event of
default" has occurred as defined under the Note Purchase Agreement; and
(vii) that no litigation has been commenced or threatened by or against
the Company or any of its Subsidiaries or affecting any of their
respective assets.
(c) Opinion of Counsel. An opinion of counsel for the Company
on such matters as the Purchasers shall reasonably request.
(d) Certificates for Shares. Certificates for the Shares
purchased at the Closing.
(e) The Closing shall have occurred by March 30, 2001.
5.6 Counsel Fees. The company shall pay Proskauer Rose LLP, counsel to
Xxxxxxx Capital Group LLP, at the Closing up to $15,000 of its legal fees
incurred in connection with this Purchase Agreement and the Note Purchase
Agreement.
5.7 Amendment to Restated Certificate of Incorporation. The Company's
Restated Certificate of Incorporation shall have been amended as set forth in
Exhibit A to increase the number of shares of authorized Common Stock to
100,000,000.
5.8 General. All instruments and legal proceedings in connection with
the transactions contemplated by this Purchase Agreement shall be satisfactory
in form and substance to you and your special counsel shall have received copies
of all documents, including records of corporate proceedings, which you or your
special counsel may have requested in connection therewith, such documents where
appropriate to be certified by proper corporate or governmental authorities.
5.9 No event shall have occurred which in the opinion of such Purchaser
makes it unlikely that the Company will be able timely to fulfill its
obligations under Section 7.
5.10 After the date of this Agreement, no litigation shall have been
commenced or threatened by or against the Company or any of its Subsidiaries or
affecting any of its respective assets.
6. The Shares, Use of Proceeds and Transfers.
6.1 The Shares. Each certificate representing Shares shall be executed
by or bear the facsimile signature of the President, or Vice-President AND its
Treasurer OR its Secretary, and shall be dated its date of issue.
6.2 Use of Proceeds. The proceeds of the Shares shall be used for
general corporate purposes.
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6.3 Transfer of Shares. Except for a transfer to a client or member of
Xxxxxxx Capital Group LLC as to whom Xxxxxxx Capital Group LLC can represent
that such client or member is an accredited investor, the Company may condition
acceptance of any transfer of Shares upon the receipt of an opinion of counsel
satisfactory to the Company to the effect that such disposition will not require
registration of the transfer of the Shares under the Securities Act and
concurrence by counsel for the Company in the conclusions expressed in such
opinion.
7. Registration Rights.
7.1 Mandatory Registration. The Company shall prepare and file with the
Commission a registration statement (the "Registration Statement") on an
appropriate form covering the resale of the Registrable Securities by the
Purchasers on or prior to the 60th day after the Closing Date.
7.2 Expenses of Registration. All Registration Expenses incurred in
connection with the registration shall be borne by the Company. Unless otherwise
stated, all Selling Expenses relating to securities registered on behalf of the
Purchasers shall be borne by the Purchasers of such securities pro rata on the
basis of the number of Shares so registered except the legal fees and
disbursements of any counsel for any Holder not required to be paid by the
Company which shall be borne by such Holder.
7.3 Registration Procedures. At its expense the Company will:
(a) Prepare and file with the Commission the Registration
Statement and use its best efforts to cause such Registration Statement
to become effective as soon as possible after the filing thereof and in
no event later than 120 days after the Closing Date, and keep the
Registration Statement effective pursuant to Rule 415 at all times,
subject to Section 7.4, until such date as is the earlier of (i) the
date on which all Registrable Securities have been sold by each Holder,
and (ii) the date on which the Registration Rights terminate as set
forth in Section 7.8;
(b) Promptly furnish to the Purchasers participating in such
registration and to the underwriters (if any) of the securities being
registered such reasonable number of copies of the registration
statement, preliminary prospectus (and all required amendments and
supplements to any thereof), final prospectus and such other documents
as such Purchasers or such underwriters may reasonably request in order
to facilitate the public offering of such securities proposed by the
Purchaser;
(c) Cause such audited financial statements, legal opinions
and other documents to be obtained or produced and/or filed to
facilitate such registration; and
(d) Take all such further action as any Purchaser shall
reasonably request to carry out the intention of this Section 7 and
facilitate and expedite the resale of the Shares by participating
Purchasers pursuant to the Registration Statement.
7.4 Suspension of Registration. The Company shall promptly notify the
Purchasers of (i) the issuance by the Commission of a stop order suspending the
effectiveness of the Registration Statement, (ii) the happening of any event, of
which the Company has knowledge, as a result of which the prospectus included in
the Registration Statement, as then in effect, includes an untrue statement of a
material fact or omission to state a
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material fact required to be stated therein or necessary to make the statements
therein not misleading, and (iii) the occurrence or existence of any pending
corporate development that, in the reasonable discretion of the Company, makes
it appropriate to suspend the availability of the Registration Statement to
comply with Commission rules. In each case the Company shall use commercially
reasonable efforts to promptly prepare a supplement or amendment to the
Registration Statement to correct such untrue statement or omission, and deliver
such number of copies of such supplement or amendment to each Holder as such
Holder may reasonably request; provided that, the Company may delay to the
extent permitted by law the disclosure of material non-public information
concerning the Company the disclosure of which at the time is not, in the good
faith opinion of the Company, in the best interests of the Company (an "Allowed
Delay"); provided, further, that an Allowed Delay shall not exceed 30
consecutive days in any 365-day period, and there shall be no more than two such
Allowed Delay periods. The Company shall promptly notify the Purchasers in
writing of the existence of an Allowed Delay and shall advise the Purchasers in
writing to cease all sales under the Registration Statement until the end of the
Allowed Delay.
7.5 Indemnification.
(a) The Company will indemnify and hold harmless each Holder
and Xxxxxxx Capital Group LLC ("ZCU"), each of their respective
officers and directors, trustees, members, employees and partners, and
each Person controlling such Holder within the meaning of Section 15 of
the Securities Act, with respect to which registration has been
effected pursuant to this Section 7 and each underwriter, if any, and
each Person who controls any underwriter within the meaning of Section
15 of the Securities Act, against all expenses, claims, losses, damages
or liabilities (or actions in respect thereof), including any of the
foregoing incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any registration
statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, or any violation
by the Company of the Securities Act, the Exchange Act, state
securities law or any rule or regulation promulgated under such laws
applicable to the Company in connection with any such registration, and
within a reasonable period the Company will reimburse each such Holder
and ZCG, each of their respective officers and directors, trustees,
members, employees and partners, and each Person controlling such
Holder within the meaning of Section 15 of the Securities Act, each
such underwriter and each Person who controls any such underwriter, for
any legal and any other expenses reasonably incurred in connection with
investigating, preparing, defending or paying any such claim, loss,
damage, liability or action; provided that the Company will not be
liable in any such case to the extent that any such claim, loss,
damage, liability or expense arises out of or is based on any untrue
statement or omission or alleged untrue statement or omission, made in
reliance upon and in conformity with written information furnished to
the Company by an instrument duly executed by such Holder, controlling
Person or underwriter and stated to be specifically for use therein.
(b) Each Holder will, if Registrable Securities held by such
Holder are included in the Registration Statement, indemnify the
Company, each of its directors and
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officers, each underwriter, if any, of the Company's securities covered
by the Registration Statement, each Person who controls the Company or
such underwriter within the meaning of Section 15 of the Securities
Act, ZCG and each other such Holder each of their respective officers
and directors, trustees, members, employees and partners, and each
Person controlling such Holder within the meaning of Section 15 of the
Securities Act, against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in
the Registration Statement, prospectus, offering, circular or other
document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and within a reasonable period will
reimburse the Company, ZCG, such Purchasers, each of their respective
officers and directors, trustees, members, employees and partners, and
each Person controlling such Holder within the meaning of Section 15 of
the Securities Act, for any legal or any other expenses reasonably
incurred in connection with investigating or defending any such claim,
loss, damage, liability or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) is made in the Registration
Statement, prospectus, offering circular or other document in reliance
upon and in conformity with written information furnished to the
Company by an instrument duly executed by such Holder and stated to be
specifically for use therein. Notwithstanding the foregoing, the
liability of each Holder under this subsection (b) shall be limited in
an amount equal to the gross proceeds before expenses and commissions
to such Holder received for the shares sold by such Holder, unless such
liability arises out of or is based on willful misconduct by such
Holder.
(c) Each party entitled to indemnification under this Section
7.5 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after
such Indemnified Party has actual knowledge of any claim as to which
indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting
therefrom, provided that counsel for the Indemnifying Party, who shall
conduct the defense of any such claim or any litigation, shall be
approved by the Indemnified Party (whose approval shall not
unreasonably be withheld or delayed), and the Indemnified Party may
participate in such defense at such Indemnified Party's expense, and
provided further that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Section 7 unless the failure to give such
notice is materially prejudicial to an Indemnifying Party's ability to
defend such action and provided further, that the Indemnifying Party
shall not assume the defense for matters as to which there is a
conflict of interest or separate and different defenses. No
Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in
respect to such claim or litigation.
7.6 Information by Holder. The Holder or Purchasers of Registrable
Securities included in the registration shall furnish to the Company such
information regarding such Holder or Purchasers, the Registrable Securities held
by them and the distribution proposed by such Holder or Purchasers as the
Company may request in writing and as shall be required in connection with the
registration referred to in this Section 7.
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7.7 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission that may at any time permit the
sale of the Restricted Securities to the public without registration, the
Company agrees to use its commercially reasonable efforts to:
(a) Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all
times;
(b) Use its commercially reasonable efforts to file with the
Commission in a timely manner all reports and other documents required
of the Company under the Securities Act and the Exchange Act; and
(c) So long as a Holder owns any Restricted Securities to
furnish to the Holder forthwith upon request a written statement by the
Company as to its compliance with the reporting requirements of said
Rule 144, and of the Securities Act and the Exchange Act, a copy of the
most recent annual or quarterly report of the Company, and such other
reports and documents of the Company and other information in the
possession of or reasonably obtainable by the Company as the Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing the Holder to sell any such securities without
registration.
7.8 Termination of Registration Rights. The registration rights granted
pursuant to Section 7 shall terminate as to each Holder on the later of (i) two
years after the effective date of the Registration Statement, and (ii) the date
on which all Registrable Securities held by such Holder may be resold without
registration and without regard to any volume limitations by reason of Rule
144(k) under the Securities Act or any other rule of similar effect or all such
Registrable Securities have been sold.
8. Survival of Covenants. All covenants, agreements, representations and
warranties made herein and in certificates delivered pursuant hereto shall be
deemed to have been material and relied on by each Purchaser, notwithstanding
any investigation made by any Purchaser or on any Purchaser's behalf, and shall
survive the execution and delivery to each Purchaser of the Shares and payment
therefor.
9. Addresses. Any notice or demand which by any provisions of this Purchase
Agreement is required or provided to be given shall be deemed to have been
sufficiently given or served for all purposes by being sent as registered or
certified mail, postage and registration charges prepaid, to the following
addresses: if to the Company, Uranium Resources, Inc., 00000 Xxxxx Xxxxx, Xxxxx
000, XX 00, Xxxxxx, Xxxxx, 00000, or, if any other address shall at any time be
designated by the Company in writing to all Purchasers, to such other address;
and if to a Purchaser, to its address set forth on Schedule I or II hereto, or,
if any other address shall at any time be designated by such Purchaser in
writing to the Company, to such address.
10. Dates; Captions. For convenience of reference, this Purchase Agreement shall
be dated as of the date first above written, regardless of the date upon which
any party shall have signed this Agreement. Captions and headings are for the
convenience of reference only and shall not be deemed part of this Purchase
Agreement or used in its construction.
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11. Benefits. All of the terms and provisions of this Purchase Agreement shall
bind and inure to the benefit of the parties hereto and their respective
successors and assigns, provided that the obligations of the Purchasers under
this Purchase Agreement may not be assigned without the prior written consent of
the Company.
12. Whole Agreement; Controlling Law, Exhibits and Schedules. This Purchase
Agreement, which constitutes the entire agreement between the parties with
respect to the subject matter hereof (replacing any other agreements written and
oral), shall be governed by and construed in accordance with the law of the
State of New York. Exhibits and schedules attached hereto shall be deemed
incorporated by reference herein as fully as if set forth herein in full.
13. Counterparts, Signatures. This Purchase Agreement may be executed in any
number of counterparts, each of which, when executed and delivered, shall be an
original, but such counterparts shall together constitute one and the same
instrument. Signatures may be delivered by facsimile.
If the foregoing is satisfactory to you, please sign the enclosed
counterpart of this Purchase Agreement and return the same to the Company,
whereupon this Purchase Agreement will become and evidence a binding contract
between the Company and you as of the date and year first above written.
Very truly yours,
URANIUM RESOURCES, INC.
By: /s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx, President
