EXHIBIT 10.16
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT dated as of __________, 2000 is by and
between the parties identified as Securityholders on the signature page of this
Agreement and [Nassau Broadcasting Partners, L.P.][Nassau Broadcasting
Corporation], a Delaware [limited partnership][corporation] (the "Company").
For the purposes of this Agreement, "Securityholder" refers to each of the
parties identified as such on the signature page of this Agreement for as long
as such party holds Registrable Securities (as defined below).
Preliminary Statement
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The Securityholders own the [Class ______ common stock, $___ par
value][Units representing limited partnership interests] of the Company
identified on Exhibit A annexed hereto (the "Subject Securities"). The Subject
Securities of the Continuing Sellers (as defined in the Purchase Agreement (as
defined below)) are being issued pursuant to the Purchase and Exchange Agreement
dated March __, 2000 (the "Purchase Agreement") among the Company['s predecessor
in interest], the Securityholders, and certain others.
The Company and the Securityholders desire to provide for certain
arrangements with respect to the registration by the Company under the
Securities Act of 1933, as defined below, of the Subject Securities.
Agreements
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IT IS MUTUALLY agreed by the parties hereto as follows:
1. Certain Definitions.
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As used in this Agreement, the following terms shall have the following
respec tive meanings:
"Commission" means the Securities and Exchange Commission, or any
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other Federal agency at the time administering the Securities Act.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
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or any similar Federal statute, and the rules and regulations of the Commission
issued under such Act, as each may, from time to time, be in effect.
"IPO" means the initial issue to the public by the Company of [shares
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of common stock][limited partnership interests] pursuant to a Registration
Statement under the Securities Act.
"Registrable Securities" means (a) the Subject Securities held by a
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Securityholder, (b) any Subject Securities that are transferred to a transferee
in a transaction with respect to which the rights provided by this Agreement
are assigned to such transferee, as a successor Securityholder, by virtue of
Section 11 of this Agreement, and (c) any other equity securities issued in
respect of the Subject Securities as a result of splits, dividends,
reclassifications, recapitalizations or similar events (including as a result of
the conversion of the Company from a limited partnership to a corporation);
provided, however, that Registrable Securities shall cease to be treated as such
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(i) upon any sale pursuant to a Registration Statement or pursuant to Rule 144
under the Securities Act, (ii) if, in the written opinion of counsel to the
Company addressed to a Securityholder, all of such [shares][limited partnership
interests] held by such Securityholder may be sold without restriction pursuant
to Rule 144(k) under the Securities Act, or (iii) upon any sale in any manner to
a person or entity who or which is not entitled, by virtue of Section 11 of this
Agreement, to the rights provided by this Agreement.
"Registration Expenses" means the expenses described in Section 5
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below.
"Registration Statement" means a registration statement filed by the
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Company with the Commission for a public offering and sale of the Company's
[common stock][limited partnership interests] (other than a registration
statement on Form S-8 or Form S-4, or their successors, or any other form for a
similar limited purpose, or any registration statement covering only securities
proposed to be issued in exchange for securities or assets of another entity).
"Securities Act" means the Securities Act of 1933, as amended, or any
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similar Federal statute, and the rules and regulations of the Commission issued
under such Act, as each may, from time to time, be in effect.
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2. Request for Registration.
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2.1 If, at any time during the period commencing upon the earlier of
(a)180 days after the IPO and (b) ___________________, 2002 and ending on
__________________, 2006, the Company shall receive a written request
(specifying that it is being made pursuant to this Section 2) from
Securityholders with more than 17.5% of the then outstanding Registrable
Securities that the Company file a Registration Statement under the Securities
Act with respect to all or a portion of the then outstanding Registrable
Securities, then the Company shall within 10 days notify all other
Securityholders of such request and shall use its reasonable best efforts to
cause to be registered under the Securities Act all Registrable Securities that
the Securityholders have requested be so registered.
2.2 The foregoing notwithstanding, (a) the Company shall not be
obligated to effect a registration pursuant to this Section 2 unless the
aggregate price to the public of Registrable Securities to be included in such
Registration Statement for the account of selling Securityholders is reasonably
anticipated to exceed $2,500,000; and (b) the Company shall not be obligated to
effect a registration pursuant to this Section 2 (i) during the 180 days prior
to the Company's estimated date of filing of a Registration Statement pertaining
to an underwritten public offering of securities for the account of the Company,
provided that the Company is actively employing in good faith its reasonable
best efforts to cause such Registration Statement to become effective and that
the Company's estimate of the date of filing such Registration Statement is made
in good faith, or (ii) during the period in which any Registration Statement
pursuant to which securities are to be sold for the account of the Company has
been filed and not with drawn, and for 180 days after any such Registration
Statement has become effective.
2.3 The foregoing notwithstanding, the Company may defer the filing
of a Registration Statement pursuant to this Section 2 for a period of up to 120
days if the Board of Directors of the Company['s General Partner] determines in
good faith that the disclosures that would be required to be made by the Company
in connection with such Registration Statement would be materially harmful to
the Company because of transac tions then being considered by, or other events
concerning, the Company.
2.4 The Company shall not be obligated to effect more than three
registrations pursuant to this Section 2; provided, however, that if, for any
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reason, a Registration Statement pursuant to this Section 2 fails to become
effective, the Company shall not be deemed to have effected a registration
pursuant to this Section 2.
3. So long as this Agreement is effective and the Company is eligible to
register securities with the Commission on a Form S-3 registration statement or
a
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substantially similar successor form, Securityholders shall have the right to
request the Company to effect any number of registrations of all or any portion
of the outstanding Registrable Securities under the Securities Act, so long as
no registration is for less than $5,000,000 of Registrable Securities.
4. Company Registration.
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4.1 Whenever the Company proposes to file a Registration Statement
(either for its own account (but not in connection with its IPO) or in order to
register [common stock][limited partnership interests] held by any other holder
of securities of the Company), it will, prior to such filing, give written
notice to all Securityholders of its intention to do so and, upon the written
request of any Securityholder given within 20 days after such notice from the
Company (which request shall state the intended method of disposition of such
Securityholder's Registrable Securities), the Company shall use its reasonable
best efforts to cause all Registrable Securities which the Company has been
requested by such Securityholder to register to be registered under the
Securities Act to the extent necessary to permit their sale or other disposition
in accordance with the intended methods of distribution specified in the request
of such Securityholder; provided that the Company shall have the right to
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postpone or withdraw any registration under this Section 4 without obligation to
any Securityholder.
4.2 (a) In connection with any registration under this Section 4
that is part of an underwritten public offering, the Company shall not be
required to include any Registrable Securities in such registration unless the
holders enter into an underwriting agreement in customary form with the
underwriters selected for the offering.
(b) If, in the opinion of the managing underwriter or underwriters
selected by the Company, it is appropriate to limit the amount of Registrable
Securities to be included in the offering, then the Company shall be required
to include in the registration only that amount of Registrable Securities, if
any, which the managing underwriter or underwriters reasonably believe should be
included therein. If the amount of Registrable Securities to be included in the
offering in accordance with the foregoing is less than the total amount which
the holders of Registrable Securities have requested to be included, then the
holders of Registrable Securities who have requested registration shall
participate in the registration pro rata based upon their total ownership of
shares of Registrable Securities. If any Securityholder would thus be entitled
to include more securities than such holder requested to be registered, the
excess shall be allocated among other requesting Securityholders pro rata in the
manner described in the preceding sentence. For the purposes of this Section
4.2(b), the registration rights of the Securityholders under Section 4 hereof
shall have priority over any similar registration rights of other holders of the
Company's securities pursuant to any other agreement with
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the Company (whether entered into before or after the date hereof), so that in
the event of a limitation on the registration of Registrable Securities as
described in this Section 4.2(b), no other securities for which there are
registration rights similar to those contained in this Section 4 shall be
registered by the Company on the relevant Registration Statement unless all
Registrable Securities requested to be included are so included in such
Registration Statement, provided, however, that the priority of the
Securityholders described in this sentence shall not apply to any "demand" or
other registration rights of any of the Company's other securityholders
contained in any other agreement with the Company, which rights are similar to
the rights of the Securityholders contained in Sections 2 and 3 hereof.
5. Registration Procedures.
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If and whenever the Company is required by the provisions of this Agreement
to use its reasonable best efforts to effect the registration of any of the
Registrable Securities under the Securities Act, the Company shall:
(a) within 75 days after receiving a request for registration, file
with the Commission a Registration Statement with respect to such Registrable
Securities and, subject to the provisions of Section 4.1 of this Agreement, use
its reasonable best efforts to cause the Registration Statement to become and
remain effective;
(b) as expeditiously as possible prepare and file with the Commission
any amendments and supplements to the Registration Statement and the prospectus
included in the Registration Statement as may be necessary to keep the
Registration Statement effective, in the case of a firm commitment underwritten
public offering, until each underwriter has completed the distribution of all
securities purchased by it and, in the case of any other offering, until the
earlier of the sale of all Registrable Securities covered thereby or 180 days
after the effective date thereof;
(c) as expeditiously as possible furnish to each selling
Securityholder such reasonable numbers of copies of the prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as the selling Securityholder may reasonably
request in order to facilitate the public sale or other disposition of the
Registrable Securities owned by the selling Securityholder;
(d) as expeditiously as possible use its reasonable best efforts to
register or qualify the Registrable Securities covered by the Registration
Statement under the securities or Blue Sky laws of such states as the selling
Securityholders shall reasonably request, and do any and all other acts and
things that may be reasonably necessary to enable the selling Securityholders to
consummate the public sale or other disposition in
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such states of the Registrable Securities owned by the selling Securityholder;
provided, however, that the Company shall not be required to qualify as a
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foreign corporation or execute a general consent to service of process in any
jurisdiction;
(e) in connection with any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering;
(f) notify each holder of Registrable Securities covered by such
Registration Statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such Registration Statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing;
(g) cause all such Registrable Securities registered pursuant hereto
to be listed on each securities exchange or automated quotation system on which
equity securities of the same class issued by the Company are then listed;
(h) provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration;
(i) furnish, at the request of any Securityholder requesting
registration of Registrable Securities pursuant to this Agreement, on the date
that such Registrable Securities are delivered to the underwriters for sale in
connection with a registration pursuant to this Agreement, if such securities
are being sold through underwriters, or, if such securities are not being sold
through underwriters, on the date that the registration statement with respect
to such securities becomes effective, (i) an opinion, dated such date, of the
counsel representing the Company for the purposes of such registration, in form
and substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and (ii) a letter dated such
date, from the independent certified public accountants of the Company, in form
and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to the
underwriters, if any;
(j) keep counsel to the selling Securityholders reasonably advised as
to the initiation and progress of any registration hereunder;
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(k) provide officers' certificates and other customary closing docu
ments;
(l) reasonably cooperate with each selling Securityholders and each
underwriter participating in the disposition of such Registrable Securities and
their respective counsel in connection with any filings required to be made with
the NASD; and
(m) use its best efforts to take all other steps necessary to effect
the registration of the Registrable Securities contemplated hereby and
reasonably cooperate with the selling Securityholders to facilitate the
disposition of such Registrable Securities pursuant hereto.
If the Company has delivered preliminary or final prospectuses to the
selling Securityholders and, after having done so, the prospectus is amended or
supplemented to comply with the requirements of the Securities Act, the Company
shall promptly notify the selling Securityholders and, if requested, the selling
Securityholders shall immediately cease making offers of Registrable Securities
and return all prospectuses to the Company. The Company shall promptly provide
the selling Securityholders with revised prospectuses and, following receipt of
the revised prospectuses, the selling Securityholders shall be free to resume
making offers of the Registrable Securities.
6. Allocation of Expenses.
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The Company will pay all Registration Expenses of all registrations under
this Agreement. For purposes of this Section 6, the term "Registration
Expenses" shall mean all expenses incurred by the Company in complying with this
Agreement, including, without limitation, all registration and filing fees,
exchange and Nasdaq listing fees, printing expenses, fees and expenses of
counsel for the Company, fees and expenses of counsel of the selling
Securityholders, state Blue Sky fees and expenses, and (subject to the
provisions of Section 2.2(e)) the expense of any special audits incident to or
required by any such registration, but excluding underwriting discounts and
selling commissions.
7. Indemnification and Contribution.
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7.1 In the event of any registration of any of the Registrable
Securities under the Securities Act pursuant to this Agreement, the Company will
indemnify and hold harmless the seller of such Registrable Securities, each
underwriter (within the meaning of the Securities Act) of such seller, and each
other person, if any, who controls such seller or any such underwriter within
the meaning of the Securities Act against any
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losses, claims, damages or liabilities, joint or several, to which such seller
or such underwriters or controlling persons may become subject under the
Securities Act, state securities or Blue Sky laws or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement under which such
Registrable Securities were registered under the Securities Act, any preliminary
prospectus or final prospectus contained in the Registration Statement, or any
amendment or supplement to such Registration Statement, or arise out of or are
based upon the omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
and the Company will reimburse as incurred such seller, each underwriter and
each such control ling person for any legal or any other expenses reasonably
incurred by any such person in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
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Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any untrue statement
or omission made in such Registration Statement, preliminary prospectus or
final prospectus, or any such amendment or supplement, in reliance upon and in
conformity with information furnished to the Company, in writing, by or on
behalf of such seller, underwriter or controlling person specifically for use in
the preparation thereof; provided, further, however, that the indemnification
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obligations contained in this Section 7.1 shall not apply to amounts paid in
settlement of any such loss, claim, damage or liability if such settlement is
effected without the consent of the Company, which consent shall not be
unreasonably withheld.
7.2 In the event of any registration of any of the Registrable
Securities under the Securities Act pursuant to this Agreement, each seller of
Registrable Securities, severally and not jointly, will indemnify and hold
harmless the Company, each of [its][its General Partner's] directors and
officers and each underwriter (within the meaning of the Securities Act) of the
Company and each person, if any, who controls the Company [, its General
Partner] or any such underwriter within the meaning of the Securities Act,
against any losses, claims, damages or liabilities, joint or several, to which
the Company, [its General Partner,] such directors and officers, underwriters or
controlling persons may become subject under the Securities Act, state
securities or Blue Sky laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement under which such Registrable Securities
were registered under the Securities Act, any preliminary prospectus or final
prospectus contained in the Registration Statement, or any amendment or
supplement to the Registration Statement, or arise out of or are based upon any
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, if the
statement or omission was made in reliance upon and in conformity
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with information relating to such seller furnished in writing to the Company by
or on behalf of such seller specifically for use in connection with the
preparation of such Registration Statement, prospectus, amendment or supplement;
provided, however, that the obligations of each such seller to the Company
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hereunder shall be limited to an amount equal to the net proceeds from the sale
of all Registrable Securities sold by it pursuant to such Registration
Statement; provided, further, however, that the indemnification obligations
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contained in this Section 7.2 shall not apply to amounts paid in settlement of
any such loss, claim, damage or liability if such settlement is effected without
the consent of the seller of Registrable Securities, which consent shall not be
unreasonably withheld.
7.3 Each party entitled to indemnification under this Section 6 (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
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Party who shall conduct the defense of such claim or litigation shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld or delayed); and, provided, further, that the failure of any
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Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 7 except and only to
the extent that the failure to give such notice has caused actual material harm
to the Indemnifying Party. The Indemnified Party may participate in such
defense at such party's expense; provided, however, that the Indemnifying Party
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shall pay such expense if (i) representation of such Indemnified Party by the
counsel retained by the Indemnifying Party would be inappropriate due to actual
or potential differing interests between the Indemnified Party and any other
party represented by such counsel in such proceeding, (ii) there may be one or
more legal defenses available to the Indemnified Party that are different from
or additional to those available to the Indemnifying Party, or (iii) the
Indemnifying Party fails to assume the defense of any such action with legal
counsel reasonably satisfactory to the Indemni fied Party. 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 of such claim or litigation, and no Indemnified Party
shall consent to entry of any judgment or settle such claim or litigation
without the prior written consent of the Indemnifying Party.
7.4 In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) any
Securityholder exercising rights under this Agreement, or any controlling person
of any such holder,
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makes a claim for indemnification pursuant to this Section 7 but it is
judicially deter mined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such
case notwithstanding the fact that this Section 7 provides for indemnification
in such case, or (ii) contribution under the Securities Act may be required on
the part of any such selling Securityholder or any such controlling person in
circumstances for which indemnification is provided under this Section 7; then,
in each such case, the Company and such Securityholder will contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportions as is appropriate to
reflect the relative fault of the Indemnifying Party on the one hand and of the
Indemnified Party on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities 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; provided, however, that, in any such
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case, (A) no Securityholder will be required to contribute any amount in excess
of the net proceeds from the sale of all Registrable Securities sold by it
pursuant to such Registration Statement, and (B) no person or entity guilty of
fraudulent misrepresentation within the meaning of Section 11(f) of the
Securities Act shall be entitled to contribution from any person or entity who
is not guilty of such fraudulent misrepresentation.
7.5 The indemnity and contribution provisions contained in this
Section 7 shall remain operative and in full effect regardless of (a) any
investigation made by or on behalf of a Securityholder or any person controlling
any such holder, (b) any sale of any Registrable Securities pursuant to this
Agreement and the receipt by any holder of the proceeds thereof or (c) any
termination of this Agreement.
8. Information by Holder.
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Each Securityholder including Registrable Securities in any registration
shall furnish to the Company such information regarding such Securityholder and
the distribution proposed by such Securityholder as the Company may reasonably
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.
9. Reports Under the Exchange Act.
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With a view to making available to the Securityholders the benefits of Rule
144 under the Securities Act and any other rule or regulation of the Commission
that may at any time permit a Securityholder to sell securities of the Company
to the public without registration, the Company agrees to use its reasonable
best efforts to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times subsequent to the effective
date of the IPO;
(b) 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) furnish to any Securityholder promptly upon request a written
statement by the Company that it has complied with the reporting requirements of
Rule 144 (at any time after 90 days after the effective date of the IPO) and of
the Securities Act and the Exchange Act (at any time after it has become
subject to such reporting requirements), a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents filed by
the Company with the Commission as may be reasonably requested in availing any
such Securityholder to take advantage of any rule or regulation of the
Commission permitting the selling of any such securities without registration.
10. "Market Stand-Off" Agreement. Each of the Securityholders agrees,
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severally and not jointly, if requested by the Company and any managing
underwriter of securities of the Company, not to sell or otherwise transfer or
dispose of any securities of the Company held by such Securityholder during a
period of up to one hundred and eighty (180) days following the closing of an
underwritten public offering pursuant to an effective Registration Statement
under the Securities Act covering the offer and sale of securities for the
account of the Company; provided, that all principal officers and directors of
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the [Company][Company's General Partner] and all persons including shares in
such offering enter into similar agreements. The Company may impose stop-
transfer instructions with respect to the securities that are subject to the
foregoing restriction until the end of such period.
11. Transfers of Rights.
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This Agreement, and the rights and obligations of the Securityholders
hereunder, may be assigned by any Securityholder to any person or entity to whom
such Securityholder transfers Registrable Securities, in which event the rights
provided to Securityholders under this Agreement may be assigned to such
transferee in respect of such Registrable Securities; provided, however, that
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the amount of Registrable Securities
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so transferred is not less than 2% of the amount of Registrable Securities as of
the date of this Agreement (as adjusted for future splits, dividends,
reclassifications, recapitalizations or similar events); and provided further,
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that the Company receives written notice from such transferee within 30 days of
such transfer and assignment to the effect that such transferee has been
assigned the rights provided to Securityholders under this Agreement.
In any case in which rights are assigned pursuant to this Section 11, the
transferee shall be deemed a "Securityholder" for purposes of this Agreement and
shall be entitled to and shall be bound by all the rights and obligations to
which Securityholders are entitled and bound under this Agreement.
12. General.
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12.1 Notices.
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(a) All notices, requests, consents and other communications under
this Agreement shall be in writing and shall be given by delivery by hand; by
overnight delivery by means of a nationally recognized overnight delivery
service; by facsimile transmission, receipt confirmed; or by first class
certified or registered mail, return receipt requested, postage prepaid; in each
case to the addresses as follows:
(i) If to the Company:
000 Xxxxxxxxx Xxxx, Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
or at such other address as the Company may designate in writing to the
Securityholders.
(ii) If to the Securityholders, at their addresses set forth on
Exhibit A hereto, or at such other addresses as they may designate to the
Company in writing.
(b) Notices given in accordance with this Section 11 shall be deemed
delivered upon personal delivery, the day after delivery to an overnight
delivery service, when sent by facsimile, or on the third business day after
deposit in the mail.
12.2 Entire Agreement. This Agreement embodies the entire agreement
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and understanding of the Company and the Securityholders with respect to the
subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter.
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12.3 No Inconsistent Agreements. The Company shall not enter into any
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agreement with respect to its securities that is inconsistent with the rights of
holders of Registrable Securities pursuant to this Agreement. Without limiting
the foregoing, the Company shall not enter into any agreement with any holder of
or prospective holder of any securities of the Company that would allow such
holder or prospective holder to include such securities in any registration
filed under Section 2 or 3 hereof unless under the terms of such agreement, such
holder or prospective holder may include such securities in any such
registration only to the extent that the inclusion of such securities would not
reduce the amount of Registrable Securities that is included by holders pursuant
to this Agreement.
12.4 Amendments and Waivers. Any term of this Agreement may be
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amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the holders of at
least 50% of the then outstanding Registrable Securities; provided, however,
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that this Agreement may be amended with the consent of the holders of less than
all outstanding Registrable Securities only in a manner which affects all
Registrable Securities in the same fashion. No waivers of or exceptions to any
term, condition or provision of this Agreement, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of any
such term, condition or provision.
12.5 Interpretation.
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(a) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
(b) Use of the neuter gender shall also be deemed to include the
masculine and feminine genders.
12.6 Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original and which together shall
constitute the same agreement.
12.7 Severability. The invalidity or unenforceability of any
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provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.
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12.8 Governing Law. This Agreement shall be governed by and
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construed in accordance with the substantive laws of the State of Delaware,
without regard to its principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
[NASSAU BROADCASTING PARTNERS, L.P.]
[NASSAU BROADCASTING CORPORATION]
By:
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Name:
Title:
SECURITYHOLDERS:
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[Signatures to be added]
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Exhibit A
to
Registration Rights Agreement
Name and Address of Securityholder Subject Securities
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A-1
