EXHIBIT 5 TO SCHEDULE 13D
REGISTRATION RIGHTS AGREEMENT
BETWEEN
FUEL-TECH N.V.
AND
THE PURCHASERS
Registration Rights Agreement
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
this 30th day of April, 1998 by and among FUEL-TECH N.V., a Netherlands Antilles
limited liability company (the "Company"), and the undersigned stockholders of
the Company (the "Stockholders").
WHEREAS, the Company and the Stockholders are parties to that certain
Securities Purchase Agreement, dated as of March 23, 1998 (the "Securities
Purchase Agreement");
WHEREAS, pursuant to the Securities Purchase Agreement, the Company
has issued certain shares of Common Stock and Warrants to the Stockholders;
WHEREAS, on the date of this Agreement such shares of Common Stock and
Warrants are subject to, and the exercise of such Warrants and the transfer of
such shares of Common Stock as well as the shares issuable upon the exercise of
such Warrants are restricted by, the terms of the Stockholders Agreement and the
Pledge Agreement;
WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the closing of the transactions set forth in the Securities
Purchase Agreement; and
WHEREAS, certain capitalized terms used herein are used as defined in
Article 12.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Demand Registration
1.1. Requests for Registration. At any time during the term of
this Agreement, any Stockholder may demand registration under the Securities Act
(a "Demand Registration") on Form F-1, Form S-1 or Form S-3 or any other
registration statement that may be or become available for registration of the
Company's securities (each, a "Registration Statement") of all or any portion of
the Registrable Securities owned by such Stockholder. In order to accomplish
such demand, a Stockholder shall send written notice of the demand to the
Company, and such notice shall specify the number of Registrable Securities
sought to be registered. Subject to the terms of the Stockholders Agreement and
the Pledge Agreement, the Company shall proceed with any Demand Registration
requested by a Stockholder during the term of this Agreement if the number of
Registrable Securities which the Stockholders shall have elected to include in
such Demand Registration pursuant to this Section 1.1 and Section 1.3 shall
result in an
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anticipated aggregate offering price of at least U.S. $1,000,000.00. The form
for registration shall be selected by the Company, provided that such form is
available for the registration of all of the Registrable Securities so demanded
pursuant to this Section 1.
1.2. Maximum Number of Demand Registrations. In no event shall
the total number of Demand Registrations exceed three (3), and in no event shall
there be more than one (1) Demand Registration in any twelve (12) month period.
1.3. Procedure. Within 10 days after receipt of a demand pursuant
to Section 1.1 hereof, the Company shall give written notice of such requested
registration to all other Stockholders and will include in such registration,
subject to the allocation provisions below and the terms of the Stockholders
Agreement and the Pledge Agreement, all other Registrable Securities with
respect to which the Company has received written requests for inclusion within
20 days after the Company's mailing of such notice, plus any securities of the
Company that the Company chooses to include on its own behalf.
1.4. Expenses. The Company will pay the Registration Expenses of
any Demand Registration, but the Underwriting Commissions, if such Demand
Registration is underwritten, will be paid by the Selling Stockholders in
proportion to any Registrable Securities to be included on their behalf.
Notwithstanding the foregoing, if such Demand Registration is delayed, postponed
or abandoned due to acts of, or failures to act by, the Selling Stockholders,
the Selling Stockholders shall reimburse the Company for such Registration
Expenses that are caused by such delay, postponement or abandonment; provided
that such delay, postponement or abandonment is not related to a material
adverse change in the business or operations of the Company and its subsidiaries
and investees, taken as a whole, after such request for registration. In
addition, if such Demand Registration is abandoned due to acts of, or failures
to act by, the Selling Stockholders and the Selling Stockholders are responsible
for reimbursing the Company for certain Registration Expenses, then the Selling
Stockholders shall, at the option of the Selling Stockholders, (i) reimburse the
Company for such Registration expenses caused by such abandonment, or (ii)
eliminate one (1) of the available Demand Registrations under Section 1.2 of
this Agreement and therefore not be responsible to reimburse the Company for any
Registration Expenses caused by such abandonment.
1.5. Priority on Demand Registrations. If a Demand Registration
is underwritten and the managing underwriters advise the Company in writing that
in their opinion the number of Registrable Securities requested to be included
exceeds the number that can be sold in such offering, at a price reasonably
related to the fair value, the Company will allocate the Registrable Securities
to be included in such Demand Registration pro rata on the basis of the number
of Registrable Securities owned by the Selling Stockholders. No securities of
the Company that the Company chooses to include shall be included as part of the
Demand Registration unless all of the Registrable Securities requested to be
included by the Selling Stockholders are included in the Demand Registration.
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1.6. Selection of Underwriters. Any Demand Registration may be
underwritten, at the election of the Selling Stockholders, and the selection of
investment banker(s) and manager(s) and the other decisions regarding the
underwriting arrangements for any such offering will be made by the Company;
provided, however, that the selection of investment banker(s) and manager(s)
shall be subject to the consent of the Selling Stockholders selling Registrable
Securities representing a majority of the Registrable Securities to be sold by
the Selling Stockholders in such Demand Registration, such consent not to be
unreasonably withheld.
1.7. Postponement. The Company shall be entitled to postpone for
a reasonable period of time (but not exceeding ninety (90) days and no more than
once in any twelve (12) month period) the filing of any registration statement
otherwise required to be prepared and filed by it pursuant to Section 1.1 if (i)
the Board of Directors of the Company determines, in its reasonable judgment,
that such registration and offering would interfere with any financing,
acquisition, corporate reorganization or other material transaction involving
the Company or any of its affiliates or would require premature disclosure
thereof or (ii) the Company desires to postpone the filing in order to be able
to include in such filing audited year-end financial statements prepared in the
ordinary course of preparing its Annual Report to Shareholders (including on
Form 20-F or such other applicable form), and in each case promptly gives
written notice of such delay to the holders of Registrable Securities requesting
registration thereof pursuant to Section 1.1. If the Company shall so postpone
the filing of a registration statement, such holders of Registrable Securities
requesting registration thereof shall have the right to withdraw the request for
registration by giving written notice to the Company within thirty (30) days
after receipt of the notice of postponement and, in the event of such
withdrawal, such request shall not be counted for purposes of the requests for
registration to which holder of the Registrable Securities are entitled pursuant
to Sections 1.1 and 1.2 hereof, and such holders of Registrable Securities
requesting registration thereof shall not be responsible to reimburse the
Company for any Registration Expenses.
2. Piggyback Registrations
2.1. Right to Piggyback. At any time during the term of this
Agreement, whenever the Company proposes to register under the Securities Act
the offer, sale or offer and sale of any of its securities for its own behalf or
on behalf of shareholders other than the Stockholders (other than a Demand
Registration or a registration of securities in connection with an employee
benefit plan or dividend reinvestment plan or a merger or consolidation), and
the registration form to be used may be used for the registration of Registrable
Securities to be sold in the manner proposed by the Selling Stockholders (a
"Piggyback Registration"), the Company will give prompt written notice to all
Stockholders and will include in such Piggyback Registration, subject to the
allocation provisions below and the terms of the Stockholders Agreement and the
Pledge Agreement, all Registrable Securities with respect to which the Company
has received written requests for inclusion within 20 days after the Company's
mailing of such notice.
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The Company shall not select a Restricted Form that would preclude registration
of the Registrable Securities that the Company has been requested to include in
such registration if the Company could use another available form of
registration statement which is not a Restricted Form and the use of which would
not give rise to added Registration Expenses.
2.2. Piggyback Expenses. In all Piggyback Registrations, the
Company will pay the Registration Expenses related to the Registrable Securities
of the Selling Stockholders, but the Underwriting Commissions will be paid by
the Selling Stockholders in proportion to any Registrable Securities included on
their behalf.
2.3. Priority on Piggyback Registrations. If a Piggyback
Registration is an underwritten registration on behalf of the Company, and the
managing underwriters advise the Company in writing that in their opinion the
number of securities requested to be included in such registration exceeds the
number that can be sold in such offering, at a price reasonably related to fair
value, the Company will allocate the securities to be included as follows:
first, the securities the Company proposes to sell on its own behalf or on
behalf of stockholders other than the Selling Stockholders; and second, subject
to the terms of the Stockholders Agreement and the Pledge Agreement, Registrable
Securities requested to be included in such registration, pro rata on the basis
of the number of Registrable Securities owned, among the Selling Stockholders.
2.4. Selection of Underwriters. Any Piggyback Registration may be
underwritten, at the election of the Company, and the selection of the banker(s)
and manager(s) and the other decisions regarding the underwriting arrangements
of any such offering will be made in the sole discretion of the Company.
2.5. Delay, Withdrawal or Abandonment. Nothing contained in this
Article 2 shall be construed as limiting or otherwise interfering with the right
of the Company to delay, withdraw or abandon in its sole discretion any
registration statement filed by it in connection with a Piggyback Registration
notwithstanding the inclusion therein of Registrable Securities.
3. Limitations on Registrations of Registrable Securities.
The Company shall not be required to effect any registration of
Registrable Securities pursuant to Section 1.1 or 2.1 hereof if it shall deliver
to the Selling Stockholder or Selling Stockholders requesting such registration
an opinion of counsel (which opinion shall be reasonably satisfactory to such
Selling Stockholder or Selling Stockholders) to the effect that the Registrable
Securities proposed to be sold by such holder may be sold in the public market
without registration under the Securities Act and any applicable state
securities laws.
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4. Holdback Agreements
During the term of this Agreement, each Stockholder and the
Company agree not to effect any sale or distribution of equity securities of the
Company or of any securities convertible into or exchangeable or exercisable for
such securities during the 7 days prior to and the 90 days after any
underwritten registration of equity securities of the Company becomes effective
(except (i) as part of such underwritten registration, (ii) in connection with
the grant or exercise of options under the Company's stock option plan, or (iii)
in connection with obligations of the Company existing on the effective date of
the registration statement relating to such underwritten offering).
5. Registration Procedures
Whenever the Stockholders have requested that any Registrable
Securities be registered pursuant to Article 1 or Article 2 of this Agreement,
subject to the terms of the Stockholders Agreement and the Pledge Agreement, the
Company will, as expeditiously as possible:
(a) Preparation and Filing of Registration Statement. Prepare and
file with the Securities and Exchange Commission a registration statement with
respect to such Registrable Securities and use its best efforts to cause such
Registration Statement to become effective (provided that before filing a
Registration Statement or prospectus or any amendments or supplements thereto,
the Company will furnish each Selling Stockholder with copies of all such
documents proposed to be filed).
(b) Preparation and Filing of Amendments and Supplements. Prepare
and file with the Securities and Exchange Commission such amendments and
supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective for
a period of not less than 120 days or until the Registrable Securities included
therein have been sold.
(c) Copies of Documents. Furnish to each Selling Stockholder such
number of copies of such Registration Statement, each amendment and supplement
thereto and the prospectus included in such Registration Statement (including
each preliminary prospectus), and such other documents as such Selling
Stockholder may reasonably request in order to facilitate the disposition of the
Registrable Securities included therein owned by such Selling Stockholder.
(d) Blue Sky Qualifications. Use its best efforts to register or
qualify such Registrable Securities under such other securities or blue sky laws
of such jurisdictions as the managing underwriters may reasonably request;
provided, however, that in connection with any such registration or
qualification the Company shall not be obligated to file a general consent to
service of process, or to qualify to do business as a foreign corporation, or
otherwise subject itself to taxation in connection with such qualification or
compliance.
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(e) Notification of Effectiveness; Amendments. Notify each
Selling Stockholder at any time when a prospectus relating to the Registrable
Securities included therein is required to be delivered under the Securities Act
within the period that the Company is required to keep the Registration
Statement effective of the happening of any event as a result of which the
prospectus included in such Registration Statement as theretofore amended or
supplemented contains an untrue statement of a material fact or omits any
material fact necessary to make the statements therein not misleading, and, at
the request of any such Selling Stockholder, the Company will prepare a
supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus will not contain
an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading.
(f) Listing. Cause all such Registrable Securities to be listed
or included on securities exchanges on which similar securities issued by the
Company are then listed or included.
(g) Transfer Agent and Registrar. Provide a transfer agent and
registrar for all such Registrable Securities not later than the effective date
of such Registration Statement.
(h) Other Agreements. Enter into such customary agreements
(including an underwriting agreement in form reasonably acceptable to the
Company) and take such other customary actions as may be reasonably necessary to
expedite or facilitate the disposition of such Registrable Securities.
(i) Letters from Independent Accountants. Obtain a "cold comfort"
letter addressed to the Company from its independent accountants in such form
and covering such matters of the type customarily covered by "cold comfort"
letters delivered by such public accountants.
(j) Inspection of Records. Make available for inspection by any
Selling Stockholder, any underwriter participating in any disposition pursuant
to such Registration Statement, and any attorney, accountant or other agent
retained by any such seller or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company's officers, directors and employees to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such Registration Statement, subject to the execution of a
confidentiality agreement reasonably requested by the Company.
6. Representations and Warranties of the Company
The Company hereby represents and warrants to the Stockholders:
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6.1. Due Organization and Good Standing. The Company is a
corporation duly organized and validly existing under the laws of its
jurisdiction of incorporation and is duly qualified as a foreign corporation in
each jurisdiction in which the failure to be so qualified could reasonably be
expected to have a material adverse effect on the Company and its subsidiaries
and investees, taken as a whole.
6.2. Due Authorization; Binding Effect. The execution and
delivery of this Agreement by the Company has been duly authorized by all
necessary corporate action and this Agreement constitutes the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms (except insofar as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, or principals governing the availability of
equitable remedies).
6.3. No Violation or Default. The execution and delivery by the
Company of this Agreement does not, and the performance by the Company of its
obligations hereunder will not, violate any provisions of its articles of
association or by-laws or constitute a default under any other agreement to
which the Company is a party or by which it or its assets may be bound which
could reasonably be expected to have a material adverse effect on the Company
and its subsidiaries and investees, taken as a whole.
7. Representations and Warranties of the Stockholders
Each of the Stockholders represents and warrants on behalf of
such Stockholder to the Company:
7.1. Binding Effect. The execution and delivery of this Agreement
by such Stockholder constitutes the legal, valid and binding obligation of such
Stockholder enforceable against such Stockholder in accordance with its terms
(except insofar as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally, or principals governing the availability of equitable
remedies).
7.2. No Default. The execution and delivery of this Agreement by
such Stockholder does not, and the performance by such Stockholder of its
obligations hereunder will not, violate any other agreement to which such
Stockholder is a party or by which any of its assets may be bound.
8. Information Regarding Selling Stockholders
Each Selling Stockholder shall provide to the Company such
information as may be reasonably requested by the Company for use in the
preparation and filing of any Registration Statement covering Registrable
Securities owned by such Selling Stockholder, and the obligation of the Company
to include Registrable Securities in any Registration
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Statement on behalf of any Selling Stockholder shall be subject to such Selling
Stockholder's providing such information as promptly as practicable.
9. Indemnification
9.1. Indemnification by the Company. The Company hereby
indemnifies, to the extent permitted by law, each Selling Stockholder, against
all claims, liabilities, losses, damages and expenses, including reasonable fees
and disbursements of counsel (collectively, "Losses"), arising out of or
resulting from any untrue or alleged untrue statement of material fact contained
in any Registration Statement, prospectus or preliminary prospectus 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, in
the case of a prospectus or preliminary prospectus, in light of the
circumstances under which they were made, except insofar as the same are caused
by or contained in any information furnished in writing to the Company by any
Selling Stockholder expressly for use therein or by any such Selling
Stockholder's failure to deliver a copy of the Registration Statement or
prospectus or any amendments or supplements thereto after the Company has
furnished such Selling Stockholder with copies of the same. In connection with
any underwritten offering, the Company will indemnify the underwriters, their
officers and directors, and each person who controls such underwriters (within
the meaning of the Securities Act) to the same extent as provided above with
respect to the indemnification of the Selling Stockholders.
9.2. Indemnification by the Selling Stockholders. In connection
with any Registration Statement in which a Selling Stockholder is participating,
each such Selling Stockholder will furnish to the Company in writing such
information as is reasonably requested by the Company for use in such
Registration Statement or prospectus and will indemnify, severally and not
jointly, to the extent permitted by law, the Company, its respective directors,
officers, employees, agents, advisors and representatives and each person who
controls the Company or any of its affiliates (within the meaning of the
Securities Act) against any Losses arising out of or resulting from any untrue
or alleged untrue statement of material fact or any omission or alleged omission
of a material fact required to be stated in the Registration Statement or
prospectus or any amendment thereof or supplement thereto or necessary to make
the statements therein not misleading, in the case of a prospectus or
preliminary prospectus, in light of the circumstances under which they were
made, but only to the extent that such untrue statement or omission or such
alleged untrue statement or alleged omission is contained in information so
furnished in writing by such Selling Stockholder specifically for use in
preparation of the Registration Statement; provided, in no case, shall any
indemnity under this Section 9.2 exceed the gross proceeds from the offering
received by such Selling Stockholder.
9.3. Procedures as to Indemnification. Any person entitled to
indemnification hereunder shall (i) give prompt notice to the indemnifying party
of any claim with respect to which it may seek indemnification and (ii) unless
in such indemnified party's reasonable judgment a conflict of interest between
such indemnified and
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indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
without its consent (but such consent will not be unreasonably withheld). An
indemnifying party who is not entitled, or elects not, to assume the defense of
a claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim, in which case the
indemnifying party shall pay the fees and expenses of one (1) additional
counsel.
9.4. Contribution. If the indemnification provided for in this
Section 8 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage or expense
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage or
expense 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 that resulted in such loss,
liability, claim, damage or expense as well as 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 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.
10. Condition to the Company's Obligations
In connection with an underwritten offering, it shall be a
condition to the Company's obligations to include Registrable Securities on
behalf of any Selling Stockholder that the underwriters agree to indemnify the
Company, its directors and officers and each person who controls the Company
(within the meaning of the Securities Act) against any losses, claims, damages,
liabilities and expenses arising out of or resulting from any untrue or alleged
untrue statement of material fact or any omission or alleged omission of a
material fact required to be stated in the registration statement or prospectus
or any amendment thereof or supplement thereto or necessary to make the
statements therein not misleading, but only to the extent that such untrue
statement or omission or such alleged untrue statement or alleged omission is
contained in information furnished in writing by such underwriters on their own
behalf specifically for use in preparing the registration statement.
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11. Rule 144; Limits on Resale
11.1. Conditions of Rule 144. The Company represents, warrants
and covenants that it satisfies and that during the term of this Agreement, it
will use its best efforts to continue to satisfy the conditions set forth in
Rule 144 under the Securities Act which must be satisfied by an issuer in order
for a holder of restricted securities to sell such securities under the
provisions of such rule.
11.2. Limits on Resale. The Stockholders acknowledge and agree
that their rights to Demand Registrations and Piggyback Registrations are
subject to, and restricted by, (i) the covenant set forth in Section 2 of the
Stockholders Agreement whereby the Stockholders shall maintain certain ownership
percentages of the Company while any Purchaser Obligations (as defined in the
Securities Purchase Agreement) are outstanding and (ii) the provisions of the
Pledge Agreement pursuant to which the Shares of Common Stock and Warrants
issued to the Stockholders have been pledged to Nalco FT, Inc., as agent for
itself and certain related parties.
12. Definitions
12.1. Agreement. The term "Agreement" shall mean this
Registration Rights Agreement, as the same may be amended from time to time.
12.2. Common Stock. The term "Common Stock" shall mean the Common
Stock, par value $0.01 of the Company.
12.3. Company. The term "Company" shall have the meaning set
forth in the first paragraph of this Agreement.
12.4. Demand Registration. The term "Demand Registration" shall
have the meaning set forth in Section 1.1 hereof.
12.5. Piggyback Registration. The term "Piggyback Registration"
shall have the meaning set forth in Section 2.1 hereof.
12.6. Pledge Agreement. The term "Pledge Agreement" shall mean
that Xxxxxx Pledge Agreement, dated as of the date hereof, among the
Stockholders and Nalco FT, Inc., as agent for itself and certain related
parties.
12.7. Registrable Securities. The term "Registrable Securities"
means any Common Stock registered in the names of the Stockholders from time to
time and any securities issued or to be issued with respect to such securities
by way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization. As to
any particular Registrable Securities, such securities will cease to be
Registrable Securities when they have been (i) effectively registered under the
Securities Act and disposed of in accordance with the registration
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statement covering them or (ii) transferred pursuant to Rule 144 under the
Securities Act (or any similar rule then in force).
12.8. Registration Expenses. The term "Registration Expenses"
means all expenses incident to the Company's performance of or compliance with
this Agreement, including without limitation all registration and filing fees,
fees and expenses of compliance with securities or blue sky laws, printing
expenses, messenger and delivery expenses, expenses and fees for listing the
securities to be registered on exchanges or trading system on which similar
securities issued by the Company are then listed or included, and fees and
disbursements of counsel for the Company (but not counsel for the Stockholders,
if any).
12.9. Registration Statement. The term "Registration Statement"
shall have the meaning set forth in Section 1.1 hereof.
12.10. Restricted Form. The term "Restricted Form" shall mean a
form of registration statement under the Securities Act which imposes for its
use a limitation on the maximum value or number of securities to be included
therein.
12.11. Securities Act. The term "Securities Act" shall mean the
Securities Act of 1933, as amended.
12.12. Securities Purchase Agreement. The term "Securities
Purchase Agreement" shall have the meaning set forth in the recitals to this
Agreement.
12.13. Selling Stockholder. The term "Selling Stockholder" means
Stockholders who request inclusion of all or a portion of their shares of
Registrable Securities in a Demand Registration pursuant to Sections 1.1 and 1.3
or a Piggyback Registration pursuant to Section 2.1.
12.14. Stockholders. The term "Stockholder" or "Stockholders"
shall have the meaning set forth in the first paragraph hereof.
12.15. Stockholders Agreement. The term "Stockholders Agreement"
shall mean that certain Stockholders Agreement, dated the date hereof, among the
Company and the Stockholders, substantially in the form of Exhibit _ to the
Securities Purchase Agreement.
12.16. Underwriting Commissions. The term "Underwriting
Commissions" means all underwriting fees, discounts or commissions relating to
the sale of Registrable Securities, but excludes any reasonable expenses
reimbursed to underwriters.
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12.17. Warrants. The term "Warrants" shall mean those securities
which are exercisable for shares of Common Stock issued to the Stockholders
pursuant to the Securities Purchase Agreement.
13. Miscellaneous
13.1. Notices. Any notices required hereunder shall be sent by
certified or registered mail, and shall be addressed to the address of the
Company's corporate headquarters in the case of any notice to the Company, and
until changed by notice to the Company, to the Stockholders at c/o American
Xxxxxx Corporation, Financial Centre, 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, XX 00000.
13.2. Amendments and Waivers. The provisions of this Agreement
may be amended and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, if the Company has
obtained the written consent of the Stockholders.
13.3. Successors and Assigns. All covenants and agreements in
this Agreement by or on behalf of any of the parties hereto will bind and inure
to the benefit of the respective transferees, successors and personal
representatives of the Stockholders. Subject to the terms of the Stockholders
Agreement and the Pledge Agreement, the rights set forth in this Agreement may
be assigned by any Stockholder to a transferee or assignee of all or any part of
such Stockholder's Registrable Securities, provided such transferee or assignee
agrees to become a party to this Agreement, in which case such transferee or
assignee shall, for all purposes thereafter, be deemed to be a Stockholder.
13.4. Governing Law. All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the laws of
the State of Connecticut.
13.5. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be considered to be an original instrument
and to be effective as of the date first written above.
13.6. Term. The term of this Agreement shall commence on the
first (1st) anniversary of the date first set forth above and terminate on such
date's tenth (10th) anniversary. The parties acknowledge and agree that if the
process of a Demand Registration or Piggyback Registration is commenced prior to
the expiration of the term of this Agreement, then the term of this Agreement
shall be extended until the conclusion of such Demand Registration or Piggyback
Registration even if such term extends beyond ten (10) years. The parties also
acknowledge and agree that the indemnification obligations of each party set
forth in Section 9 shall survive the expiration of the term of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
FUEL-TECH N.V.
/s/
By________________________________
Name:
Title:
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
/s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
/s/ J. XXXXXXX XXXXX
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J. Xxxxxxx Xxxxx
/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
/s/ XXX X. XXXXXXX
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Xxx X. Xxxxxxx
/s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxxxxx
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
/s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
/s/ GENEVE X. XXXXXXXXX
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Geneve X. Xxxxxxxxx
