EXHIBIT 10.1
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of February
23, 1996, by and between Consolidated Graphics, Inc., a Texas corporation (the
"Company"), and Xxxxxx Xxxxx, an individual resident in California (the
"Holder");
WITNESSETH:
WHEREAS, it is a condition to the consummation of the transactions
contemplated by that certain Stock Purchase Agreement dated as of February 23,
1996 (the "Stock Purchase Agreement") by and between the Company and the Holder
that this Agreement be executed and delivered by the Company and the Holder;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Holder agree
as follows:
Section 1. DEFINITIONS. As used in this Agreement, the
following terms have the meanings indicated below:
"AGREEMENT" shall mean this Registration Rights Agreement.
"BUSINESS DAY" shall mean any day other than a Saturday, Sunday,
or legal holiday for banks in the State of Texas.
"COMMISSION" shall mean the Securities and Exchange Commission.
"COMMON STOCK" shall mean the Company's common stock, par value
$.10 per share, or any successor class of the Company's common stock.
"COMPANY" shall mean Consolidated Graphics, Inc.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
"HOLDER" shall mean Xxxxxx Xxxxx.
"INSPECTORS" shall mean any Holder of Registrable Securities, any
underwriter participating in any disposition of Registrable Securities pursuant
to a Piggyback Registration and any attorney, accountant or other agent retained
by such Holder or underwriter.
"LIABILITIES" shall mean all losses, claims, damages, liabilities
and expenses (including reasonable costs of investigation).
"NEW COMMON STOCK" shall mean the shares of Common Stock to be
acquired by the Holder pursuant to the Stock Purchase Agreement, together with
any Related Securities.
"PERSON" shall mean any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization or government or a political subdivision, agency or instrumentality
thereof or other entity or organization of any kind.
"PIGGYBACK REGISTRATION" shall mean the registration of
Registrable Securities pursuant to a registration statement filed by the Company
under the Securities Act as set forth in Section 2 of this Agreement.
"RECORDS" shall mean all financial and other records, pertinent
corporate documents and properties of the Company.
"REGISTRABLE SECURITIES" shall mean the New Common Stock and any
Related Securities, until such time as the New Common Stock and the Related
Securities have been (i) distributed to the public pursuant to a registration
statement covering such securities that has been declared effective under the
Securities Act, (ii) distributed to the public in accordance with the provisions
of Rule 144 (or any similar provision then in force) under the Securities Act or
(iii) repurchased by the Company.
"REGISTRATION EXPENSES" shall mean all expenses incident to the
Company's performance of or compliance with the Piggyback Registration pursuant
to this Agreement, including without limitation all Commission and securities
exchange or National Association of Securities Dealers, Inc. registration and
filing fees, fees and expenses of compliance with securities or blue sky laws
(including fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities), rating agency fees, printing
expenses, messenger and delivery expenses, internal expenses (not including
salaries and expenses of its officers and employees performing legal or
accounting duties), the fees and expenses incurred in connection with the
listing of the Registrable Securities to be registered on each securities
exchange on which similar securities issued by the Company are then listed and
fees and disbursements of counsel for the Company and its independent certified
public accountants (including the expenses of any special audit or interim
review or "cold comfort" letters required by or incident to such performance)
and the fees and expenses of any special experts retained by the Company in
connection with such registration (including any underwriting fees, discounts or
commissions attributable to the sale of Registrable Securities).
"RELATED SECURITIES" shall mean any securities issued in exchange
for, as a dividend on, or in replacement of, or otherwise issued in respect of
(including securities issued in a stock dividend, split or recombination or
pursuant to the exercise of preemptive rights) the New Common Stock.
"SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.
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"STOCK PURCHASE AGREEMENT" shall mean the Stock Purchase Agreement
dated as of February 23, 1996 between the Company and the Holder.
Section 2. PIGGYBACK REGISTRATION. (a) If at any time after the
date hereof until February 22, 1998, the Company proposes to file a registration
statement under the Securities Act with respect to an offering by the Company
for its own account or for the account of any other Person of any class of
equity security, including any security convertible into or exchangeable for any
equity security (other than a registration statement on Form S-4 or S-8 (or
their successor forms) or filed in connection with an exchange offer or an
offering of securities solely to the Company's existing stockholders), then the
Company shall in each case give written notice of such proposed filing to the
Holder at least twenty (20) days before the anticipated filing date, and such
notice shall offer such Holder the opportunity to register such number of
Registrable Securities as the Holder may request. The Company shall use
reasonable diligence to cause the managing underwriter or underwriters of a
proposed underwritten offering to permit the Holder of Registrable Securities
requested to be included in the registration for such offering to include such
securities in such offering on the same terms and conditions as any similar
securities of the Company included therein. Notwithstanding the foregoing, if
the managing underwriter or underwriters of such offering delivers a written
opinion to the Holder that the total amount of securities which the Holder, the
Company and any other Persons intend to include in such offering is sufficiently
large to materially and adversely affect the success of such offering (including
the price at which such securities can be sold), then the amount of Registrable
Securities to be offered for the accounts of the Holder shall be reduced to the
extent necessary, in the opinion of such managing underwriter, to reduce the
total amount of securities to be included in such offering to the amount
recommended by such managing underwriter; PROVIDED, that the reduction imposed
upon Holder shall not be greater, on a fractional basis, than the reduction
imposed upon other Persons whose piggyback registration rights are PARI PASSU
with those granted hereby with respect to the amount of securities requested for
inclusion in such registration. The Company is authorized to proceed on the
basis of any notice of election received from the Holder within ten days after
giving notice to the Holder of the proposed offering. If no response is received
from the Holder within such ten-day period, the Company may deem that the Holder
does not elect to participate in the proposed offering.
(b) Notwithstanding anything to the contrary contained in this
Agreement, the Company shall not be required to include Registrable Securities
in any registration statement if the proposed registration is (1) a registration
of a stock option or other employee incentive compensation plan or of securities
issued or issuable pursuant to any such plan; (2) a registration of securities
issued or issuable pursuant to a stockholder reinvestment plan or other similar
plan; (3) a registration of securities issued in exchange for any securities or
any assets of, or in connection with a merger or consolidation with, an
unaffiliated company; or (4) a registration of securities pursuant to a "rights"
or other similar plan designed to protect the Company's stockholders from a
coercive or other attempt to take control of the Company.
(a) The Company may withdraw any registration statement and
abandon any proposed offering initiated by the Company without the consent of
the Holder, notwithstanding
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the request of the Holder to participate therein in accordance with this
provision, if the Company determines, in good faith in its sole discretion, that
such action is in the best interests of the Company and its stockholders (for
this purpose, the interest of the Holder shall not be considered).
Section 3. RESTRICTIONS ON PUBLIC SALE BY HOLDER. To the extent
not inconsistent with applicable law, including insurance codes, the Holder of
Registrable Securities that are included in a registration statement registering
Registrable Securities pursuant to this Agreement agrees not to effect any
public sale or distribution of the issue being registered (or any securities of
the Company convertible into or exchangeable or exercisable for securities of
the same type as the issue being registered) during the 14 days before, and
during the 90-day period beginning on, the effective date of a registration
statement filed by the Company (except as part of such registration), but only
if and to the extent requested in writing (with reasonable prior notice) by the
managing underwriter or underwriters in the case of an underwritten public
offering by the Company of securities of the same type as the Registrable
Securities.
Section 4. RESTRICTIONS ON PUBLIC SALE BY THE COMPANY. The Company
agrees not to effect any public sale or distribution of any securities similar
to those being registered, or any securities convertible into or exchangeable or
exercisable for such securities, during the 14 days before, and during the
90-day period beginning on, the effective date of any registration statement in
which the Holder is participating (except pursuant to such registration
statement).
Section 5. COOPERATION BY HOLDERS. The offering of Registrable
Securities by the Holder shall comply in all respects with the applicable terms,
provisions, and requirements set forth in this Agreement, and the Holder shall
timely provide the Company with all information and materials required to be
included in a registration statement that (a) relate to the offering; (b) are in
possession of the Holder; and (c) relate to the Holder, and to take all such
action as may be reasonably required in order not to delay the registration and
offering of the securities by the Company. The Company shall have no obligation
to include in such registration statement shares of the Holder, if the Holder
has failed to furnish such information which, in the written opinion of counsel
to the Company, is required in order for the registration statement to be in
compliance with the Securities Act.
Section 6. REGISTRATION PROCEEDINGS. Whenever any Registrable
Securities are to be registered pursuant to this Agreement, the Company will act
as expeditiously as possible to:
(a) prepare and file with the Commission a registration statement
which includes the Registrable Securities and use reasonable diligence to
cause such registration statement to become effective; PROVIDED, that
before filing a registration statement or prospectus or any amendments or
supplements thereto, including documents incorporated by reference after
the initial filing of the registration statement, the Company will furnish
to the Holder and the underwriters, if any, draft copies of all such
documents proposed to be filed at least five (5) Business Days prior
thereto, which documents will be subject
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to the reasonable review of the Holder and such underwriters, and the
Company Will not file any registration statement or amendment thereto or
any prospectus or any supplement thereto (including such documents
incorporated by reference) to which the Holder or the underwriters with
respect to such Registrable Securities, if any, shall reasonably object,
and will notify the Holder of any stop order issued or threatened by the
Commission in connection therewith and take all reasonable actions
required to prevent the entry of such stop order or to remove it if
entered;
(b) prepare and file with the Commission such amendments and
post-effective amendments to the registration statement as may be
necessary to keep the registration statement effective for a period of
180 days (or such shorter period which will terminate when all
Registrable Securities covered by such registration statement have been
sold or withdrawn, but not prior to the expiration of the 9O-day period
referred to in Section 3(3) of the Securities Act and Rule 174
thereunder, if applicable); cause the prospectus to be supplemented by
any required prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act; and comply with the
provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such registration statement
during the applicable period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration
statement or supplement to the prospectus. The Company shall not be
deemed to have complied with its obligations hereunder to keep a
registration statement effective during the applicable period if it
voluntarily takes any action that would result in the Holder being
prevented from selling the Registrable Securities during that period
unless such action is required under applicable law;
(c) furnish to the Holder and the underwriter or underwriters, if
any, without charge, such number of conformed copies of the registration
statement and any post-effective amendment thereto and such number of
copies of the prospectus (including each preliminary prospectus) and any
amendments or supplements thereto, and any documents incorporated by
reference therein, as the Holder or such underwriter may reasonably
request in order to facilitate the disposition of the Registrable
Securities being sold by the Holder (it being understood that the Company
consents to the use of the prospectus and any amendment or supplement
thereto, provided by the Company to the Holder and the underwriter or
underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by the prospectus or any amendment or
supplement thereto); PROVIDED, that before filing a registration
statement or prospectus or any amendments or supplements thereto, the
Company will furnish to one counsel selected by the Holder copies of all
documents proposed to be filed which documents will be subject to the
review of such counsel;
(d) notify the Holder, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, when the
Company 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 to
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state a material fact necessary to make the statements therein (in the
case of the prospectus or any preliminary prospectus, in light of the
circumstances under which they were made) not misleading and, as promptly
as practicable thereafter, prepare and file with the Commission and
furnish a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of the Registrable Securities,
such prospectus will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading;
(e) use reasonable diligence to cause the Registrable Securities
included in such registration statement to be listed, by the date of the
first sale of Registrable Securities pursuant to such registration
statement, on each securities exchange (including, for this purpose,
NASDAQ) on which the Common Stock of the Company is then listed or
proposed to be listed, if any;
(f) make generally available to its security holders an earnings
statement satisfying the provisions of Section 11(a) of the Securities
Act no later than 45 days after the end of the 12-month period beginning
with the first day of the Company's first fiscal quarter commencing after
the effective date of the registration statement, which earnings
statement shall cover such 12-month period, which requirement will be
deemed to be satisfied if the Company timely files complete and accurate
information on Forms 10-Q, 10-K, and 8-K under the Exchange Act and
otherwise complies with Rule 158 under the Securities Act as soon as
feasible;
(g) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of the registration statement at the
earliest possible moment;
(h) if reasonably requested by the managing underwriter or
underwriters or the Holder, promptly incorporate in a prospectus
supplement or post-effective amendment such information as the managing
underwriter or underwriters or the Holder requests to be included
therein, including, without limitation, with respect to the number of
Registrable Securities being sold by the Holder to such underwriter or
underwriters, the purchase price being paid therefor by such underwriter
or underwriters and any other terms of the underwritten offering of such
Registrable Securities, and promptly make all required filings of such
prospectus supplement or post-effective amendment;
(i) as promptly as practicable after filing with the Commission of
any document which is incorporated by reference into a registration
statement, deliver a copy of such document to the Holder;
(j) on or before the date on which the registration statement is
declared effective, use reasonable diligence to register or qualify, and
cooperate with the Holder, the underwriter or underwriters, if any, and
their counsel, in connection with the registration or qualification of
the Registrable Securities covered by the registration statement for
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offer and sale under the securities or blue sky laws of each state and
other jurisdiction of the United States as the Holder or such underwriter
reasonably requests in writing, to use reasonable diligence to keep each
such registration or qualification effective, including through new
filings, or amendments or renewals, during the period such registration
statement is required to be kept effective and to do any and all other
acts or things necessary or advisable to enable the disposition in all
such jurisdictions of the Registrable Securities covered by the applicable
registration statement; PROVIDED that the Company will not be required to
qualify generally to do business in any jurisdiction where it is not then
so qualified or to take any action which would subject it to general
service of process in any such jurisdiction where it is not then so
subject;
(k) cooperate with the Holder and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery
of certificates (not bearing any restrictive legends) representing
securities to be sold under the registration statement, and enable such
securities to be in such denominations and registered in such names as
the managing underwriter or underwriters, if any, or the Holder may
request, subject to the underwriters' obligation to return any
certificates representing securities not sold;
(l) use reasonable diligence to cause the Registrable Securities
covered by the registration statement to be registered with or approved
by such other governmental agencies or authorities within the United
States as may be necessary to enable the seller or sellers thereof or the
underwriter or underwriters, if any, to consummate the disposition of
such securities;
(m) enter into such customary agreements (including an
underwriting agreement in customary form) and take all such other
reasonable actions as the Holder or the underwriters reasonably request
in order to expedite or facilitate the disposition of such Registrable
Securities;
(n) make available for inspection by the Inspectors the Records,
as shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and cause the Company's officers, directors,
and employees to supply all Records reasonably requested by any such
Inspector in connection with such registration statement; PROVIDED, that
with respect to any Records that are confidential, the Inspectors shall
execute such confidentiality agreements as the Company may reasonably
request in order to maintain the confidentiality of confidential Records;
and
(o) use reasonable diligence in connection with any underwritten
offering to obtain a "cold comfort" letter from the Company's independent
public accountants in customary form and covering such matters of the
type customarily covered by cold comfort letters as the managing
underwriter or underwriters may reasonably request.
The Holder, upon receipt of any notice from the Company of the happening of any
event of the kind described in subsection (d) of this Section 6, will forthwith
discontinue disposition of the
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Registrable Securities Until receipt by the Holder of the copies of the
supplemented or amended prospectus contemplated by subsection (d) of this
Section 6 or until it is advised in writing by the Company that the use of the
prospectus may be resumed, and has received copies of any additional or
supplemental filings which are incorporated by reference in the prospectus, and,
if so directed by the Company, the Holder will, or will request the managing
underwriter or underwriters, if any, to, deliver to the Company (at the
Company's expense) all copies in their possession or control, other than
permanent file copies then in the Holder's possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice. If the Company shall give any such notice, the time periods mentioned in
subsection (b) of this Section 6 shall be extended by the number of days during
the period from and including the date of the giving of such notice to and
including the date when the Holder has received the copies of the supplemented
or amended prospectus contemplated by subsection (d) of this Section 6 hereof or
the notice that they may resume use of the prospectus.
Section 7. REFERENCE TO HOLDER IN REGISTRATION STATEMENT. If such
registration statement refers to the Holder by name or otherwise as the holder
of any securities of the Company, then the Holder shall have the right to
require (a) the insertion therein of language, in form and substance
satisfactory to the Holder, to the effect that the holding by the Holder of such
securities is not to be construed as a recommendation of the Holder of the
investment quality of the Company's securities covered thereby and that such
holding does not imply that the Holder will assist in meeting any future
financial requirements of the Company, or (b) if such reference to the Holder by
name or otherwise is not required by the Securities Act or any similar federal
statute then in force, the deletion of the reference to the Holder.
Section 8. REGISTRATION EXPENSES. All Registration Expenses incident to
the Company's performance of or compliance with the Piggyback Registration
pursuant to this Agreement, except underwriting fees, discounts or commissions
attributable to the sale of Registrable Securities and any out-of-pocket
expenses of the Holders of Registrable Securities, will be borne by the Company.
Section 9. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify
and hold harmless the Holder or investment advisor thereof against all
Liabilities arising out of or based upon any untrue or alleged untrue statement
of material fact contained in any registration statement, any amendment or
supplement thereto, any 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, except insofar as
any such Liabilities arise out of or are based upon any untrue statement or
omission based upon information with respect to such indemnified Person
furnished in writing to the Company by such indemnified Person expressly for use
therein. In connection with an underwritten offering, the Company will indemnify
the underwriters thereof, 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 Holder
or to such other extent as the Company and such underwriters may agree.
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Section 10. INDEMNIFICATION BY HOLDER. In connection with any registration
statement in which the Holder is participating, the Holder will furnish to the
Company in writing such information with respect to the name and address of the
Holder and the amount of Registrable Securities held by the Holder and such
other information as the Company shall reasonably request for use in connection
with any such registration statement or prospectus, and agrees to indemnify, to
the 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 Liabilities resulting from any untrue statement of a material fact
or any 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, to the extent, but only
to the extent, that such untrue statement or omission is based upon any
information with respect to the Holder so furnished in writing by the Holder
specifically for inclusion in any prospectus or registration statement.
Section 11. CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person entitled to
indemnification hereunder agrees to give prompt written notice to the
indemnifying party after the receipt by such Person of any written notice of the
commencement of any action, suit, proceeding or investigation or threat thereof
made in writing for which such Person may claim indemnification or contribution
pursuant to this Agreement and, unless in the written opinion of counsel for
such indemnified party a conflict of interest may exist between such indemnified
party and the indemnifying party with respect to such claim, permit the
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to such indemnified party. Whether or not such defense is assumed
by the indemnifying party, the indemnifying party will not be subject to any
liability for any settlement made without its consent. No indemnifying party
will 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. If the indemnifying party is not entitled to, or
elects not to, assume the defense of a claim, it will not be obligated to pay
the fees and expenses of more than one counsel with respect to such claim,
unless in the opinion of counsel for 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 event the indemnifying
party shall be obligated to pay the fees and expenses of such additional counsel
or counsels.
Section 12. CONTRIBUTION. If the indemnification provided for in Sections
9 and 10 from the indemnifying party is unavailable to an indemnified party
hereunder in respect of Liabilities referred to therein, then the indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities, or expenses in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and indemnified parties
in connection with the actions which resulted in such losses, claims, damages,
liabilities, or expenses, as well as any other relative equitable
considerations. The relative fault of such indemnifying party and indemnified
parties shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a
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material fact, has been made by, or relates to information supplied by, such
indemnifying party or indemnified parties, and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the Liabilities
referred to above shall be deemed to include, subject to the limitations set
forth in Section 11, any legal or other fees or expenses reasonably incurred by
such party in connection with any investigation or proceeding. The parties
hereto agree that it would not be just and equitable if contribution pursuant to
this Section 12 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to above. 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. The
obligations of the Company pursuant to Sections 9, 10, 11 and 12 shall be
further subject to such additional express agreements of the Company as may be
required to facilitate an underwritten offering, provided that no such agreement
shall in any way limit the rights of the Holder under this Agreement or create
additional obligations of the Holder not set forth herein, except as otherwise
expressly agreed in writing by the Holder.
Section 13. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. The Holder may
not participate in any underwritten registration hereunder unless the Holder (a)
agrees to sell the Registrable Securities on the terms of and on the basis
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements (which shall be the Company in the case
of an offering of securities by the Company), and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.
Section 14. RULE 144. The Company covenants that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the Commission thereunder (or, if the Company
is not required to file such reports, it will, upon the request of the Holder,
make publicly available other nonconfidential information so long as necessary
to permit sales under Rule 144 under the Securities Act), and it will take such
other action as the Holder may reasonably request, all to the extent required
from time to time to enable the Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144 under the Securities Act, as such Rule may be amended
from time to time; or (b) any similar rule or regulation hereafter adopted by
the Commission. Upon the request of the Holder, the Company will deliver to the
Holder a written statement as to whether it has complied with such requirements.
Section 15. RECAPITALIZATIONS, EXCHANGES, ETC. The provisions of this
Agreement shall apply, to the full extent set forth herein, with respect to the
Registrable Securities, to any and all shares of equity capital of the Company
or any successor or assign of the Company (whether by merger, consolidation,
sale of assets, or otherwise) which may be issued in respect of, in exchange
for, or in substitution of the Registrable Securities, in each case as the
amounts
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of such securities outstanding are appropriately adjusted for any equity
dividends, splits, reverse splits, combinations, recapitalizations, and the like
occurring after the date of this Agreement.
Section 16. OPINIONS. When any legal opinion is required to be
delivered hereunder, such opinion may contain such qualifications as may be
customary or otherwise appropriate for legal opinions in similar circumstances.
Section 17. NOTICES. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly received if so given) by personal delivery,
facsimile, cable, telegram or telex, or such notice shall be deemed given to
such person on the third (3rd) day after mailing if mailed to the person to whom
notice is to be given by registered or certified mail, postage prepaid, return
receipt requested, or by reputable air courier service to the respective parties
as follows:
IF TO THE COMPANY. TO:
Consolidated Graphics, Inc.
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxx X. Xxxxx, Chairman and
Chief Executive Officer
WITH A COPY TO:
Xxxx, Xxxxx & Cate
First City Tower
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: R. Xxxxx Xxxxxx, Xx., Esq.
IF TO THE HOLDER. TO.
Xxxxxx Xxxxx
0000 Xxxxx Xxxx Xxxx
Xxxxx, Xxxxxxxxxx 00000
WITH A COPY TO:
Xxxx X. Xxxx, A Professional Law Corporation
0000 Xxxxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx X. Xxxx, Esq.
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or to such other address as any party may furnish to the others in writing in
accordance herewith, except that notices of changes of address shall be
effective only upon receipt, and that failure to copy legal counsel shall not
invalidate notices otherwise properly given.
Section 18. APPLICABLE LAW. This contract is entered into under, and
shall be governed for all purposes by, the internal laws of the State of
Texas.
Section 19. AMENDMENT AND WAIVER. This Agreement may be amended, and the
provisions hereof may be waived, only by a written instrument signed by (a) the
Holder and (b) the Company. No failure by either party hereto at any time to
give notice of any breach by the other party of, or to require compliance with,
any condition or provision of this Agreement shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent
time.
Section 20. REMEDY FOR BREACH OF CONTRACT. The parties agree that if there
is any breach or asserted breach of the terms, covenants, or conditions of this
Agreement, the remedy of the parties hereto shall be at law and in equity and
injunctive relief shall lie for the enforcement of or relief from any provisions
of this Agreement. If any remedy or relief is sought and obtained by any party
against one of the other parties pursuant to this Section 20, the other party
shall, in addition to the remedy of relief so obtained, be liable to the party
seeking such remedy or relief for the reasonable expenses incurred by such party
in successfully obtaining such remedy or relief, including the reasonable fees
and expenses of such party's counsel.
Section 21. SEVERABILITY. It is a desire and intent of the parties that
the terms, provisions, covenants, and remedies contained in this Agreement shall
be enforceable to the fullest extent permitted by law. If any such term,
provision, covenant, or remedy of this Agreement or the application thereof to
any Person or circumstances shall, to any extent, be construed to be invalid or
unenforceable, in whole or in part, then such term, provision, covenant, or
remedy shall be construed in a manner so as to permit its enforceability under
the applicable law to the fullest extent permitted by law. In any case, the
remaining provisions of this Agreement, or the application thereof to any Person
or circumstances other than those to which they have been held invalid or
unenforceable, shall remain in full force and effect.
Section 22. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of
which together will constitute one and the same Agreement.
Section 23. HEADINGS. The section and paragraph headings have been
inserted for purposes of convenience and shall not be used for interpretive
purposes.
Section 24. BINDING EFFECT. Unless otherwise provided herein, the
provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their
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respective heirs, legal representatives, successors, and permitted assigns, and
is not intended to confer upon any other Person any right or remedies hereunder.
Section 25. ENTIRE AGREEMENT. This Agreement, together with the other
agreements referenced herein, constitutes the entire agreement and supersedes
all prior agreements, understandings, both written and oral, among the parties
with respect to the subject matter hereof.
Section 26. INFORMATION. So long as the Holder owns Registrable
Securities, the Holder agrees to deliver to the Company, upon request, such
information about the Holder and the holdings of Registrable Securities by the
Holder as the Company may reasonably request as is necessary to permit the
Company to prepare and file its annual report on Form 10-K and its proxy
statements under the Exchange Act.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
CONSOLIDATED GRAPHICS, INC.
By:/s/XXX X. XXXXX
Xxx X. Xxxxx, Chairman and Chief
Executive Officer
/s/ XXXXXX XXXXX
Xxxxxx Xxxxx
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