EXHIBIT 4.17
EXECUTION VERSION
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("Agreement"), dated as of November 16, 2001,
is made by and among Xxxxxxxxxxx International, Inc., a Delaware corporation
(the "Company"), and CiDRA Corporation, a Delaware corporation (the initial
"Holder" and, collectively with any of its permitted assignees, the "Holders"),
who hereby agree as follows:
1. INTRODUCTION
For purposes of this Agreement, the following terms shall have the meanings
ascribed to them below.
"Agreement" shall mean this Registration Rights
Agreement, as amended, supplemented or
otherwise modified from time to time;
"best lawful efforts" shall mean the efforts that a prudent
business person desirous of achieving a
result would use under similar circumstances
to ensure that such result is achieved as
expeditiously as possible;
"Common Stock" means the Company's common stock, par value
$1.00 per share;
"Exchange Act" shall mean the United States Securities
Exchange Act of 1934, as amended, or any
successor legislation thereto (including the
rules and regulations promulgated
thereunder);
"Registrable Securities" shall mean (a) the Shares and (b) any Common
Stock or other securities of the Company
issued or issuable with respect to any of
the Shares by way of stock dividend or stock
split, or in connection with a combination
of shares, recapitalization, merger,
consolidation or other reorganization or
otherwise. As to any particular Registrable
Securities, such securities shall cease to
be Registrable Securities when (i) such
securities may be sold under Rule 144(k),
(ii) such securities shall have been
transferred, new certificates not bearing a
legend restricting further transfer shall
have been delivered by the Company and
subsequent disposition of them shall not
require registration or qualification of
them under the Securities Act or any state
securities or blue sky law then in force, or
(iii)
such securities shall have ceased to be
outstanding;
"Rule 144" shall mean Rule 144 promulgated by the SEC
under the Securities Act, or any successor
to such rule;
"Rule 145" shall mean Rule 145 promulgated by the SEC
under the Securities Act, or any successor
to such rule;
"Rule 158" shall mean Rule 158 promulgated by the SEC
under the Securities Act, or any successor
to such rule;
"Asset Purchase Agreement" shall mean the Asset Purchase Agreement,
dated October 24, 2001, among the Company
and the Holder;
"SEC" shall mean the United States Securities
and Exchange Commission, or any successor
agency thereto;
"Securities Act" shall mean the United States Securities
Act of 1933, as amended, or any successor
legislation thereto (including the rules
and regulations promulgated thereunder);
"Shares" means the Common Stock issued to the
Holder pursuant to the Asset Purchase
Agreement or such Common Stock transferred
by the Holder to a permitted assignee in
accordance with the terms and conditions
of this Agreement.
The words "hereof", "herein" and "hereunder" and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and section, subsection, schedule and
exhibit references are to this Agreement. Capitalized terms used in this
Agreement but not defined herein shall have the meanings ascribed to them in the
Asset Purchase Agreement.
2. SHELF REGISTRATION
(a) On or prior to the date which is two (2) business days
(subject to the receipt of information in accordance with
Section 2(b) below) after the date of this Agreement, the
Company will file a "shelf" registration statement (the "Shelf
Registration Statement") on Form S-3 (or other appropriate
form) pursuant to Rule 415 under the Securities Act (or any
similar rule that may be adopted under that Act) with respect
to dispositions of the Registrable Securities for resale in a
non-underwritten offering having a period of distribution not
to exceed two years
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from the date of this Agreement. The Company will use its best
lawful efforts to cause the Shelf Registration Statement to be
declared effective as promptly as is practicable after such
filing and, subject to subsections (c) and (d) below, will use
its best lawful efforts to keep the Shelf Registration
Statement effective, supplemented and amended to the extent
necessary to assure that it is available for sale of the
Registrable Securities by the Holders thereof (and public
resale of the Registrable Securities covered by the Shelf
Registration Statement) and that it conforms with the
requirements of this Agreement, the Securities Act, and the
policies, rules and regulations of the SEC, in each case
during the entire period (the "Shelf Registration Period")
beginning on the date such Shelf Registration Statement shall
first be declared effective under the Securities Act (the
"Shelf Effective Date") and ending on the Termination Date (as
defined in Section 6).
(b) The Holder shall have furnished, as soon as practicable after
the date of the Asset Purchase Agreement but not later than
one (1) business day prior to the initial filing of the Shelf
Registration Statement, to the Company in writing any of the
information specified in Items 507 and 508 of Regulation S-K
under the Securities Act, or any other information required by
the Securities Act or the Rules of the SEC to be included in
the Shelf Registration Statement, and will promptly furnish to
the Company any such information upon the Company's request
for inclusion in any new prospectus or prospectus supplement
or post-effective amendment.
(c) If during the Shelf Registration Period, the Company believes
that an event or events have occurred which, in the good faith
opinion of the Company, require the filing of a new prospectus
or prospectus supplement or post-effective amendment in order
that the prospectus not contain any misstatement of a material
fact or not omit to state a material fact required to be
stated therein or necessary to make the statements therein (in
the light of the circumstances under which they were made) not
misleading (a "Corrective Filing"), the Company shall promptly
so notify the Holders in writing (a "Material Event Notice"),
and the Company shall prepare and file with the SEC and
deliver to the Holders such Corrective Filing, as promptly as
practicable but in any event within ten (10) days after the
date a Material Event Notice is given, except that the Company
may delay such filing for such number of days, not to exceed
forty-five (45) days, if the Company determines that (i) the
public disclosure of any of the information requiring the
Corrective Filing is impractical or would have a material
adverse effect on the Company, or (ii) the filing of such
Corrective Filing would have a significant disruptive effect
on any material transaction then pending; provided that such
delay shall not be longer than is reasonably required, in the
Company's sole judgment, to avoid such material adverse effect
or significant disruptive effect. If any new prospectus or
prospectus supplement or post-effective amendment is required
in connection with the Shelf Registration Statement other than
a Corrective Filing (any such filing, other than a Corrective
Filing, is herein called a "Routine Filing"), the Company will
so notify the Holders in writing (a "Filing Notice") and shall
prepare and file with the SEC and deliver to the Holders such
Routine Filing as promptly as practicable but in any event
within ten (10) days after the date the Filing Notice is
given. The Holders may make sales of
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the Registrable Securities under the Shelf Registration
Statement during the Shelf Registration Period, but if the
Holders have received a Material Event Notice or Filing
Notice, sales may not be made from the time such notice is
received in accordance with Section 6(i) below until the date
on which the Corrective Filing or Routine Filing, as the case
may be, has been filed or if the Corrective Filing or Routine
Filing is a post-effective amendment, the date the
post-effective amendment has become effective under the
Securities Act, of which date the Company shall give prompt
written notice to the Holders.
(d) Notwithstanding anything to the contrary contained in this
Section 2, the Company shall be permitted, on written notice
to the Holders, to suspend the period of sale or distribution
of the Registrable Securities at any time:
(i) during the period beginning ten (10) days prior to
the estimated date of filing, and ending on the date
twenty (20) days following, the effective date of a
registration statement pertaining to an underwritten
public offering of securities for the account of the
Company; provided, however, that the Company shall
have received written advice from the managing
underwriter or underwriters that sales of Registrable
Securities under the Shelf Registration Statement
could reasonably be expected to adversely affect such
offering;
(ii) during any period in which the Company is in
possession of material non-public information
concerning it or its business and affairs, the public
disclosure of which, in the good faith judgement of
the Company, as certified in a certificate signed by
the President or Chief Executive Officer of the
Company and furnished to the Holders, would have a
material adverse effect on the Company; or
(iii) during any period if the Company is engaged in any
material acquisition, transaction or disposition
transaction that would, in the good faith judgement
of the Company, as certified in a certificate signed
by the President or Chief Executive Officer of the
Company and furnished to the Holders, be
significantly disrupted by a sale or distribution.
(e) The Company's filing of a report under the Exchange Act that
is incorporated by reference into the prospectus shall be
considered to be a Corrective Filing if such filing eliminates
the necessity of otherwise making a Corrective Filing.
(f) The Company may give such stop transfer instructions as it
shall deem reasonably necessary to prevent any sale of
Registrable Securities under the Shelf Registration Statement
at any time when the Holders are not permitted to make such a
sale.
(g) In no event shall the aggregate number of days in which delays
are imposed in making Corrective Filings under Section 2(c)
and/or sales of Registrable Securities are suspended under
Section 2(d) exceed forty-five (45) days during any period of
three (3) consecutive calendar months.
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3. REGISTRATION PROCEDURES
(a) Subject to Section 2, the Company will use its best lawful
efforts to effect the registration of the Registrable
Securities pursuant to this Agreement and in so doing will:
(i) prepare and file with the SEC under the Securities
Act a registration statement with respect to the
Registrable Securities, and use its best lawful
efforts to cause such registration statement to
become effective and to remain effective as provided
herein;
(ii) prepare and file with the SEC such amendments and
supplements, if any, to such registration statement
and the prospectus used in connection therewith as
may be necessary to (A) keep such registration
statement effective during the Shelf Registration
Period and (B) comply with the provisions of the
Securities Act with respect to the disposition of all
securities covered by such registration statement in
accordance with the intended methods of disposition
by the sellers thereof set forth in such registration
statement;
(iii) furnish to each Holder such number of copies of such
registration statement (including exhibits), each
amendment and supplement thereto, the prospectus
included in such registration statement (including
each preliminary prospectus) as such Holder may
reasonably request in order to facilitate the
disposition of the Registrable Securities;
(iv) use its best lawful efforts to register or qualify
the Registrable Securities under such securities or
blue sky laws of such jurisdictions as any Holder
reasonably requests and do any and all other acts and
things which may be reasonably necessary or advisable
to enable such Holder to consummate the disposition
in such jurisdictions of the Registrable Securities
owned by such Holder, provided that the Company will
not be required to (A) qualify generally to do
business in any jurisdiction where it would not
otherwise be required to qualify but for this
subsection, (B) subject itself to taxation in any
such jurisdiction or (C) consent to general service
of process in any such jurisdiction;
(v) notify each Holder promptly in writing (A) when the
Company is informed that such registration statement
or any post-effective amendment to such registration
statement becomes effective; (B) of any request by
the SEC for an amendment or any supplement to such
registration statement or any related prospectus; (C)
of the issuance by the SEC of any stop order
suspending the effectiveness of such registration
statement or of any order preventing or suspending
the use of any related prospectus or the initiation
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or threat of any proceeding for that purpose; (D) of
the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction
or the initiation or threat of a proceeding for that
purpose; and (E) at any time when a prospectus
relating thereto is required to be delivered under
the Securities Act, when it becomes aware of the
happening of any event as a result of which the
prospectus included in such registration statement
(as then in effect) contains any untrue statement of
a material fact or omits any fact necessary to make
the statements therein not misleading in light of the
circumstances then existing, and, as promptly as
practicable thereafter (but subject to Sections 2(c)
and 2(d));
(vi) upon the occurrence of any event contemplated by
Section 3(a)(v)(E) above, prepare in sufficient
quantities a supplement or amendment to such
prospectus so that, as thereafter delivered to the
purchasers of such Registrable Securities, such
prospectus will not contain any untrue statement of a
material fact or omit to state any fact necessary to
make the statements therein not misleading in light
of the circumstances then existing;
(vii) subject to the execution of confidentiality
agreements in a form reasonably satisfactory to the
Company, make reasonably available for inspection by
any Holder, the Representative Counsel (as
hereinafter defined) and any attorney, accountant or
other agent retained by any such Representative
Counsel, all financial and other records, pertinent
corporate documents and properties of the Company,
and cause the Company's officers, directors and
employees to supply all information reasonably
requested by any such Holder, Representative Counsel,
attorney, accountant or agent in connection with such
registration statement to the extent such information
is reasonably necessary in order for any such party
to fulfill its role with respect to the preparation
and completion of the registration statement;
(viii) provide the Holders and Representative Counsel a
reasonable opportunity to review and comment on any
filing to be made in connection with any such
registration, other than documents incorporated by
reference in such registration statement;
(ix) if at any time the SEC shall issue any stop order
suspending the effectiveness of such registration
statement, or any securities commission or other
regulatory authority shall issue an order suspending
the qualification or exemption from qualification of
the Registrable Securities under the securities or
blue sky laws of any jurisdiction, the Company shall
use its commercially reasonable efforts to obtain the
withdrawal or lifting of such order at the earliest
possible time; and
(x) provide a transfer agent and registrar for all
Registrable Securities registered pursuant to this
Agreement and a CUSIP number for all such Registrable
Securities, in each case not later than the effective
date of such registration; and
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(xi) use its commercially reasonable efforts to cause all
Registrable Securities to be listed, by the date of
the first sale of Registrable Securities pursuant to
such registration statement, on The New York Stock
Exchange.
In the case of each registration, qualification or compliance effected
by the Company pursuant to this Agreement, the Company will keep each Holder
advised in writing as to the initiation of each registration, qualification and
compliance and as to the completion thereof.
(b) Each Holder agrees that:
(i) upon receipt of any notice from the Company of the
happening of any event of the kind described in
Section 3(a)(v)(E), such Holder will forthwith
discontinue such Holder's disposition of Registrable
Securities pursuant to the registration statement
covering such Registrable Securities until such
Holder's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3(a)(vi);
and
(ii) in connection with the preparation and review
pursuant to this Agreement of any registration
statement or prospectus or any amendments or
supplements thereto, the Holders of a majority of the
Registrable Securities included in such registration
will choose one counsel ("Representative Counsel")
who shall represent all of the Holders at their
expense and participate in the registration process
on their behalf and will coordinate requests by
Holders for information from the Company and act as
liaison between such Holders or their individual
counsel, accountants and agents and the Company.
4. REGISTRATION EXPENSES
Whether or not any registration pursuant to this Agreement shall become
effective, all expenses incident to the Company's performance of or compliance
with this Agreement, including without limitation all registration and filing
fees, National Association of Securities Dealers' fees, fees and expenses of
compliance with state securities or blue sky laws, printing and engraving
expenses and fees and disbursements of counsel for the Company, the independent
certified public accountants for the Company, underwriters (excluding discounts
and commissions) and other persons retained by the Company (all such expenses
being herein called "Registration Expenses"), will be borne by the Company;
provided, however, that each Holder shall pay (A) any underwriting discounts and
selling commissions applicable to such Registrable Securities sold by such
Holder and (B) such Holder's pro rata share of all fees and disbursements of
counsel for the Holders.
5. INDEMNIFICATION
(a) Indemnification by the Company: The Company agrees to
indemnify, with respect to any registration statement filed by
it, to the fullest extent permitted by law, each Holder, its
officers, directors and agents and each person who controls
such Holder (within the meaning of the Securities Act) against
all losses, liabilities, damages, fines, costs and expenses
(collectively, "Losses") (including,
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without limitation, reasonable fees and expenses of legal
counsel) resulting from any untrue or alleged untrue statement
of a material fact or any omission or alleged omission of a
material fact required to be stated in the registration
statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or necessary to make
the statements therein not misleading, except insofar as the
same are caused by or contained in any information furnished
in writing to the Company by or on behalf of such Holder
expressly for use therein.
(b) Indemnification by Holders: In connection with any
registration statement in which a Holder is participating,
each such Holder agrees to indemnify, to the fullest extent
permitted by law, the Company, its directors and officers and
each person who controls the Company (within the meaning of
the Securities Act) against any Losses (including, without
limitation, reasonable fees and expenses of legal counsel)
resulting from any untrue or alleged untrue statement of a
material fact or any omission or alleged omission of a
material fact required to be stated in the registration
statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or necessary to make
the statements therein not misleading, to the extent, but only
to the extent, that such untrue statement or omission is
caused by or contained in any information with respect to such
Holder so furnished in writing by such Holder expressly for
use therein and the Company does not know, at the time such
information is included in the registration statement,
prospectus, preliminary prospectus, amendment or supplement,
that such information is false or misleading. Notwithstanding
the foregoing, the liability of a Holder under this subsection
(b) shall be limited to an amount equal to the net proceeds
from the sale of the Holder's Registrable Securities.
(c) Failure to Deliver Prospectus: A person that would otherwise
be entitled to indemnification under subsection (a) or (b) and
who was timely furnished a copy of the registration statement
or prospectus or preliminary prospectus or any amendments or
supplements thereto shall not be so entitled to the extent
that the Losses would not have resulted but for such party's
failure to deliver timely any of such documents that such
party was legally obligated to deliver and, if the indemnified
party is a Holder, that pertain to the Shelf Registration
Statement.
(d) Conduct of Indemnification Proceedings: Promptly after receipt
by an indemnified party under subsection (a) or (b) above of
notice of the commencement of any action, suit, proceeding,
investigation or threat thereof made in writing for which such
person will claim indemnification pursuant to this Agreement,
such indemnified party shall notify the indemnifying party in
writing of the commencement thereof or of such involvement, as
the case may be, but the omission to so notify the
indemnifying party shall not relieve the indemnifying party
from any liability which it may have to any indemnified party
under such subsection. In the event that the indemnifying
party elects to assume the defense of any action, proceeding
or investigation, the indemnified party shall have the right
to employ separate counsel and to participate in the defense
thereof, but the fees and expenses of such separate counsel
shall be at such indemnified party's
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expense unless (i) the indemnifying party has agreed to pay
such fees and expenses or (ii) the named parties to any such
action, proceeding or investigation (including any impleaded
parties) include an indemnified party and the indemnifying
party, and such indemnified party shall have been advised by
counsel that there may be a conflict of interest between such
indemnified party and the indemnifying party in the conduct of
the defense of such action, in which case, if such indemnified
party notifies the indemnifying party, the indemnifying party
shall not assume the defense of such an action, proceeding or
investigation on such indemnified party's behalf, it being
understood, however, that the indemnifying party shall not, in
connection with any one such action or proceeding or separate
but substantially similar or related actions or proceedings
arising out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more than
one separate firm of attorneys at any time for all indemnified
parties. The indemnifying party shall promptly pay, upon
submission of invoices by the indemnified party, all expenses
incurred by the indemnified party for which indemnification is
provided, which payment shall be made to the person who
submitted the invoice or, if the indemnified party submits
evidence (reasonably satisfactory to the indemnifying party)
that the indemnified party has paid such invoice, then to the
indemnified party. The indemnifying party shall not be
required to indemnify the indemnified party with respect to
any amounts paid in settlement of any action, proceeding or
investigation entered into without the written consent of the
indemnifying party, which written consent shall not be
unreasonably withheld. No settlement of any action, proceeding
or investigation involving any relief other than monetary
payments (including without limitation injunctive relief or
civil or criminal sanctions) shall be entered into without the
written consent of both the indemnifying party and the
indemnified party, with the right to provide or withhold such
consent to be at each such party's sole discretion. No
indemnifying party, in the defense of any such action,
proceeding or investigation, shall, except with the written
consent of the indemnified party, consent to entry of any
judgment or enter into any settlement which does not include
as an unconditional term thereof a giving by the claimant or
plaintiff to such indemnified party of a release from all
liability in respect to the subject mater of such action,
proceeding or investigation.
(e) Contribution: If the indemnification provided for in this
Section 5 is unavailable for reasons other than the express
provisions of this Agreement, then each indemnifying party
shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses (or actions in
respect thereof) in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other in
connection with the statements or omissions which resulted in
such Loss and any other relevant equitable considerations. The
relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement
of a material fact or the omission to the state a material
fact relates to information supplied by the indemnifying party
or by the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable
by an indemnified party as a result of the
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Losses (or actions in respect thereof) referred to above in
this subsection (e) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action
or claim. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 5 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 preceding sentences of this
Section 5(e). 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. If
indemnification is available under this Section 5, the
indemnifying parties shall indemnify each indemnified party to
the full extent provided in Sections 5(a) and (b) without
regard to the relative fault of said indemnifying party or
indemnified party or any other equitable consideration
provided for in this Section 5(e).
(f) Notwithstanding any other provision of this Section 5, no
Holder shall be required to contribute any amount or make any
payments under this Agreement which in the aggregate exceed
the net proceeds from the sale of such Holder's Registrable
Securities.
6. MISCELLANEOUS
(a) Termination: This Agreement and all rights, obligations and
restrictions hereunder with respect to any Registrable
Securities (except for the indemnification rights provided in
Section 5 hereof which shall survive forever) will terminate
(the "Termination Date") on the earliest to occur of (1) the
two-year anniversary date of this Agreement, or (2) the date
on which all of the Registrable Securities have ceased to be
Registrable Securities pursuant to the definition of
Registrable Securities contained in Section 1 of this
Agreement.
(b) Waivers: Except as otherwise provided herein, the Company may
not take any action herein prohibited, or omit to perform any
act herein required to be performed by it, unless the Company
has obtained the prior written consent of the Holders of all
Registrable Securities.
(c) Amendments: Except as otherwise provided herein, this
Agreement may be amended only with the written consent of the
Company and the Holders of all Registrable Securities.
(d) Subsequent Holders of Registrable Securities: In the event the
initial Holder distributes in accordance with applicable law
all or any portion of its Shares to its shareholders, the
initial Holder may assign its rights under this Agreement to
such persons, provided each such assignee agrees, in writing,
to be bound by this Agreement. Upon such transfer, each such
assignee or assignees shall be deemed a Holder for purposes of
this Agreement.
(e) Severability: Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if
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any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this
Agreement.
(f) Counterparts: This Agreement may be executed simultaneously in
two or more counterparts, any one of which need not contain
the signatures of more than one party, but all counterparts
taken together will constitute one and the same Agreement.
(g) Descriptive Headings: The descriptive headings of this
Agreement are inserted for convenience only and do not
constitute a part of this Agreement.
(h) Governing Law: All questions concerning the construction,
validity and interpretation of this Agreement and the exhibits
and schedules hereto will be governed by the internal law, and
not the law of conflicts, of the State of New York.
(i) Notices: Unless otherwise provided herein, all notices,
demands or other communications to be given or delivered under
or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been received (1) on the
date delivered personally to the recipient, (2) on the fifth
day after being mailed by certified or registered mail, return
receipt requested and postage prepaid to the recipient, or (3)
on the date sent by facsimile to the recipient provided that
the sender receives notice or confirmation of error-free
delivery of such fax. Such notices, demands and other
communications will be sent to each of the Holders at their
respective addresses and facsimile numbers set forth on the
signature pages to this Agreement or as provided by the
Holders to the Company from time to time, and to the Company
at the address and facsimile number indicated below:
If to the Company:
Xxxxxxxxxxx International, Inc.
000 Xxxx Xxx Xxxx., Xxxxx 000
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxx X. Xxxxxx, Vice President - Law
with a copy to:
Xxxxxxx & Xxxxx L.L.P.
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx
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or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
(j) Benefit of Agreement: No person not a party to this Agreement
shall have rights under this Agreement as third party
beneficiary or otherwise.
(k) Entire Agreement: This Agreement is the entire agreement
between the Company, on the one hand, and the Holders, on the
other hand, with respect to registration by the Company of
Registrable Securities.
(l) Aircraft Carrier Release: The parties recognize that
fundamental changes in the SEC's registration procedures may
be made by adoption of the SEC's Aircraft Carrier Release in
its current or any revised form. Should that occur, or should
such changes otherwise occur, the parties will amend this
Agreement in a reasonable manner so as to approximate as
closely as possible the same access of the Holders to the
public markets for their Registrable Securities without
materially increasing any burden to the Company of providing
that access.
(m) Guarantee: All obligations of the Company under this Agreement
are guaranteed by the Company.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
XXXXXXXXXXX INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
-------------------------
Title: Vice President - Law
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CIDRA CORPORATION
By: /s/ F. Xxxxx Xxxxxx
----------------------
Name: F. Xxxxx Xxxxxx
------------------------
Title: President and CEO
---------------------
Address:
00 Xxxxxx Xxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
Vice President and General Counsel
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