EXHIBIT 10.6
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), is made as
of ____________ __, 1998, by and among HK Systems, Inc., a Wisconsin
corporation (the "Company"), M&I Ventures Corporation, a Wisconsin
corporation ("MIVC"), State of Wisconsin Investment Board ("SWIB," and,
together with MIVC, the "Investors"), Xxxx X. Xxxxxx, Xxxx X. Xxxxx and
Xxxx X. Xxxxx (individually a "Senior Executive" and collectively, the
"Senior Executives"). MIVC, SWIB and the Senior Executives are sometimes
hereinafter referred to individually as a "Shareholder" and collectively
as the "Shareholders."
The Company and the Shareholders wish to revise and restate the
provisions relating to the registration rights of the Investors contained
in the Second Amended and Restated Investment Agreement, dated as of
January 15, 1998, by and among the Company and the Investors to, among
other things, reflect the effects of the Company's initial public offering
of Company common stock, $.01 par value ("Common Shares") consummated on
the date hereof (the "IPO").
IN CONSIDERATION of the mutual covenants, conditions and
agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, it is hereby
agreed that:
1. Demand Registration Rights.
(a) Requests for Registration. Subject to the limitations
described herein, at any time the Investors may request registration under
the Securities Act of 1933, as amended (the "Act"), of all or part of
their Common Shares that they held on the date of this Agreement on Form
S-1 or any similar long-form registration or on Form X-0, Xxxx X-0 or any
similar short-form registration ("Short-Form Registrations") if available.
Each such request shall specify the approximate number of Common Shares
requested to be registered. Within ten (10) days after receipt of any
such request, the Company will give written notice of such requested
registration to all other Shareholders and subject to Section 1(c) of this
Agreement will include in such registration all Common Shares held by
Investors with respect to which the Company has received written requests
for inclusion therein within fifteen (15) days after receipt of the
Company's notice. All registrations requested pursuant to this Section
1(a) are referred to herein as "Demand Registrations."
(b) Demand Registrations. The Investors will be entitled
to request two (2) Demand Registrations in the aggregate pursuant to
Section 1(a). The Company will pay all Registration Expenses (as such
term is defined herein) in connection with Demand Registrations. The
Company will use reasonable efforts to make Short-Form Registrations
available for the sale of Common Shares but shall not be obligated to do
so.
(c) Priority on Demand Registrations.
(i) If a Demand Registration is either the first
underwritten offering of Common Shares after the IPO (the "First
Subsequent Underwriting") or any other underwritten offering in which
Western Atlas, Inc., a Delaware corporation ("Western Atlas") does not
participate and the managing underwriters advise the Company in writing
that in their opinion the number of Common Shares requested to be included
in such registration exceeds the number that can be sold in an orderly
manner in such offering, then the Company will include in such Demand
Registration the number of Common Shares that, in the opinion of the
underwriters, can be sold in an orderly manner in such offering within the
price range of such offering, to include in order of priority (A) first,
the number of Common Shares requested to be included in such offering for
sale by the Shareholders (the "Shareholder Common Shares"), pro rata among
each Shareholder in proportion to the number of Common Shares then held by
each Shareholder (excluding Common Shares acquired by an Investor
subsequent to the date hereof); provided, however, that Senior Executives
shall have the right to include in any such Demand Registration, pro rata
among the participating Senior Executives on the basis of the number of
Common Shares held by each such participating Senior Executive, a number
of Common Shares not less than twenty-five percent (25%) of the total
number of Shareholder Common Shares to be included in such Demand
Registration; and (B) second, Common Shares requested to be included in
the Demand Registration by Western Atlas ("Western Atlas Common Shares"),
if any.
(ii) If a Demand Registration is any underwritten
offering of Common Shares that is not the First Subsequent Underwriting
and in which Western Atlas participates and the managing underwriters
advise the Company in writing that in their opinion the number of Common
Shares requested to be included in such registration exceeds the number
that can be sold in an orderly manner in such offering, then the Company
will include in such Demand Registration the number of Common Shares that,
in the opinion of the underwriters, can be sold in an orderly manner in
such offering, to be comprised of the Shareholder Common Shares and the
Western Atlas Common Shares in proportion to the number of Common Shares
proposed to be sold by each holder of such Common Shares; provided,
however, that Senior Executives shall have the right to include in any
such Demand Registration, pro rata among the participating Senior
Executives on the basis of the number of Common Shares held by each such
participating Senior Executive, a number of Common Shares not less than
twenty-five percent (25%) of the total number of Shareholder Common Shares
to be included in such Demand Registration.
(iv) Notwithstanding the above or Section 2 hereof,
the Chief Executive Officer of the Company shall have the right to
designate employees of the Company who may participate in any Demand
Registration or any Piggyback Registration (as such term is defined
herein) on the same terms that are applicable to the Senior Executives.
(v) In the context of any underwritten offering, the
provisions of this Section 1(d) concerning the allocation of Common Shares
among Shareholders or Shareholders and Western Atlas shall apply equally
with respect to both (A) the number of Common Shares the underwriters are
committed to purchase and (B) the number of Common Shares the underwriters
have the option to purchase pursuant to the exercise of any over-allotment
options granted to the underwriters.
(e) Limitations on Demand Registrations.
(i) The Company shall not be required to register in
any one Demand Registration an amount of Registration Shares (as such term
is defined herein) that is less than five percent (5%) of the issued and
outstanding Common Shares.
(ii) A Demand Registration will not count as such
until it has become effective (a Demand Registration will, however, count
as such if, after the filing of a registration statement, the failure of
such registration statement to become effective is due to the actions of
the Investors or if, once effective, the effectiveness of a registration
statement is withdrawn because of an Investor's actions); provided, that
in any event, the Company will pay all Registration Expenses in connection
with any registration initiated as a Demand Registration whether or not it
has become effective.
(iii) The right of SWIB to request any Demand
Registration provided in Section 1(b) shall terminate at such time as
SWIB's beneficial ownership of Common Shares (taking into account only the
Common Shares that SWIB beneficially owns as of the date hereof and
continues to own at such time) constitutes less than five percent (5%) of
the then issued and outstanding Common Shares. The right of MIVC to
participate in any Demand Registration provided in Section 1(b) shall
terminate at such time as MIVC's beneficial ownership of Common Shares
(taking into account only the Common Shares that MIVC beneficially owns as
of the date hereof and continues to own at such time) constitutes less
than five percent (5%) of the then issued and outstanding Common Shares.
(iv) A Demand Registration that is an underwritten
offering, even if it has become effective, will not count as such if the
principal closing of such offering does not occur due to factors beyond
the control of the Investors. A Demand Registration that is not an
underwritten offering, even if it has become effective, will not count as
such if the Investors are unable to sell at least eighty percent (80%) of
the Common Shares included as the Investor's portion of the Shareholder
Common Shares registered in such Demand Registration due to factors beyond
the control of the Investors.
(v) The Investors shall not request a Demand
Registration until a period of six (6) months has elapsed following the
sale of any Common Shares by an Investor pursuant to the IPO or a prior
Demand Registration or Piggyback Registration.
(f) If a Demand Registration was initiated by an Investor
and the Company then wishes to offer shares of stock in connection with
such registration, then such registration will be considered a Piggyback
Registration, and the provisions of Section 2 of this Agreement (and not
this Section 1 of this Agreement) shall apply. Upon receipt of such
written demand, the Company shall expeditiously effect the registration
under the Act of the Registration Shares and use all reasonable efforts to
have such registration declared effective as soon as practicable after the
filing thereof.
(g) Notwithstanding the foregoing, the Company shall be
entitled to postpone, for up to one hundred twenty (120) days, (i) the
filing of any registration statement otherwise required prepared and filed
by it pursuant to this Section 1 of this Agreement, (ii) the effectiveness
of a registration statement theretofore filed by it or (iii) sales
pursuant to an effective registration statement if, at the time it
receives a request for the exercise of demand rights pursuant to this
Section 1, the Company would be required to prepare any financial
statements other than those it customarily prepares or if, at any time,
the Company determines in its reasonable business judgment that such
registration or offering would interfere with any then pending material
financing, acquisition, corporate reorganization or other material
corporate transaction or development involving the Company and promptly
gives the Investors written notice of such determination. In any such
event, the Company shall use all reasonable efforts to minimize the length
of the postponement. If the Company shall so postpone the filing of any
registration statement, then the Investor exercising its Demand
Registration shall have the right to withdraw such Demand Registration
request by giving written notice to the Company within thirty (30) days
after the receipt of the notice of postponement and, in the event of such
a withdrawal, the demand request that was withdrawn shall not be deemed to
have been made.
(h) Subject to the consent of the Investor(s) making the
request for a Demand Registration (which consent shall not be unreasonably
withheld) and except as provided in the Warrant by and between the Company
and Western Atlas, Senior Executives shall have the right to select the
underwriters, investment bankers and managers to administer any offering
under this Section 1. Without limitation, Investor(s) shall be deemed to
have unreasonably withheld such consent if it or they refuse to consent to
the selection of any of the underwriters who participated in the IPO or
underwriters of comparable stature.
(i) The term "Registration Shares" shall mean all Common
Shares held by Shareholders that are to be registered in a Demand
Registration pursuant to this Section 1 or a Piggyback Registration
pursuant to Section 2 of this Agreement.
2. Piggyback Registration Rights.
(a) If at any time the Company proposes to register any
Common Shares under the Act (otherwise than in connection with the
registration of securities issuable pursuant to an employee stock option,
stock purchase or similar plan or pursuant to a merger, exchange offer or
similar transaction), the Company shall give the Investors notice of such
proposed registration at least thirty (30) days prior to the filing of a
registration statement. At the written request of any Investor delivered
to the Company within fifteen (15) days after the receipt of the notice
from the Company, which request shall state the number of Common Shares
which that Investor wishes to sell or distribute publicly under the
registration statement proposed to be filed by the Company, the Company
shall use all reasonable efforts to register under the Act such Common
Shares and to cause such registration (the "Piggyback Registration") to
become and remain effective as provided in this Agreement.
(b) If a Piggyback Registration is either the First
Subsequent Underwriting or any other underwritten offering in which
Western Atlas does not participate and the managing underwriters advise
the Company in writing that in its opinion the number of Common Shares
requested to be included in such registration exceeds the number that can
be sold in an orderly manner in such offering, then the Company will
include in such Piggyback Registration the number of Common Shares that,
in the opinion of the underwriters, can be sold in an orderly manner in
such offering, to include in order of priority (A) first, the Common
Shares the Company proposes to sell, if any ("Company Common Shares"); (B)
second, the Shareholder Common Shares, pro rata among each Shareholder in
proportion to the number of Common Shares then held by each Shareholder
(excluding Common Shares acquired by an Investor subsequent to the date
hereof); provided, however, that Senior Executives shall have the right to
include in any such Piggyback Registration, pro rata among the
participating Senior Executives on the basis of the number of Common
Shares held by each such participating Senior Executive, a number of
Common Shares not less than twenty-five percent (25%) of the sum of the
number of Shareholder Common Shares to be included in such Piggback
Registration plus the number of Company Common Shares, if any, to be
included in such Piggyback Registration; and (C) third, Western Atlas
Common Shares, if any.
(c) If a Piggyback Registration is an underwritten offering
of Common Shares that is not the First Subsequent Underwriting and in
which Western Atlas participates and the managing underwriters advise the
Company in writing that in its opinion the number of Common Shares
requested to be included in such registration exceeds the number that can
be sold in an orderly manner in such offering, then the Company will
include in such Piggyback Registration the number of Common Shares that,
in the opinion of the underwriters, can be sold in an orderly manner in
such offering, to include in order of priority (A) first, the Company
Common Shares, if any; and (B) second, the Shareholder Common Shares and
Western Atlas Common Shares in proportion to the number of Common Shares
proposed to be sold by each holder of such Common Shares; provided,
however, that Senior Executives shall have the right to include in the
number of Common Shares to be included in such Piggyback Registration,
pro rata among the participating Senior Executives on the basis of the
number of Common Shares held by each such participating Senior Executive,
a number of Common Shares not less than twenty-five percent (25%) of the
sum of the number of Shareholder Common Shares to be included in such
Piggyback Registration plus the number of Company Common Shares, if any,
to be included in such Piggyback Registration.
(d) The right of SWIB to participate in any Piggyback
Registration provided in this Section 2 shall terminate at such time as
SWIB's beneficial ownership of Common Shares (taking into account only the
Common Shares that SWIB beneficially owns as of the date hereof and
continues to own at such time) constitutes less than five percent (5%) of
the then issued and outstanding Common Shares. The right of MIVC to
participate in any Piggyback Registration provided in this Section 2 shall
terminate at such time as MIVC's beneficial ownership of Common Shares
(taking into account only the Common Shares that MIVC beneficially owns as
of the date hereof and continues to own at such time) constitutes less
than five percent (5%) of the then issued and outstanding Common Shares.
(e) In the context of any underwritten offering, the
provisions of this Section 2 concerning the allocation of Common Shares
among (i) Shareholders, (ii) Shareholders and the Company or (iii)
Shareholders and Western Atlas shall apply equally with respect to both
(A) the number of Common Shares the underwriters are committed to purchase
and (B) the number of Common Shares the underwriters have the option to
purchase pursuant to the exercise of any over-allotment options granted to
the underwriters.
3. Indemnity.
(a) The Company will indemnify and hold harmless (i) the
Investors, (ii) the officers, directors and employees of the Investors,
(iii) the Senior Executives, (iv) any employee of the Company who sells
Common Shares and (v) each underwriter of Common Shares sold pursuant to
the IPO or Section 1 or Section 2 of this Agreement (and any Person who
controls an Investor, a Senior Executive or underwriter within the meaning
of Section 15 of the Act) against all claims, losses, damages,
liabilities, actions and expenses resulting from any untrue statement or
alleged untrue statement of a material fact contained in a prospectus or
in any related registration statement, notification or the like of the
Company relating to the IPO or to this Agreement or from any omission or
alleged omission of the Company to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except insofar as the same may have been based on information
furnished in writing to the Company by an Investor, Senior Executive,
employee or such underwriter expressly for use therein and use in
accordance with such writing. The Company agrees to reimburse each
indemnified person for any legal or any other expenses reasonably incurred
in connection with investigating or defending any such loss, claim,
damage, liability, action or expense.
(b) Each Shareholder, by acceptance of the registration
provisions provided herein agrees to: (i) furnish to the Company such
information concerning that Shareholder and the proposed sale or
distribution as shall, in the opinion of counsel for the Company, be
necessary in connection with any such registration or qualification of any
Common Shares proposed to be made pursuant to the IPO, Section 1 or
Section 2 of this Agreement; and (ii) indemnify and hold harmless the
Company, its officers and directors and each of its underwriters (within
the meaning of Section 15 of the Act) against all claims, losses, damages,
liabilities and expenses resulting from any untrue statement or alleged
untrue statement of a material fact furnished in writing to the Company by
that Shareholder pursuant to the IPO, Section 1 or Section 2 of this
Agreement expressly for use in connection with such registration or
qualification and used in accordance with such writing and from any
omission therefrom or alleged omission therefrom of a material fact needed
to be furnished or necessary to make the information furnished not
misleading.
4. Registration Covenants of the Company. In the event that
any Common Shares are to be registered pursuant to Section 1 or Section 2
of this Agreement, the Company covenants and agrees that the Company will
use all reasonable efforts to effect the registration and cooperate in the
sale of the Registration Shares to be registered and will:
(a) promptly (within sixty (60) calendar days) prepare and
file with the Securities and Exchange Commission (the "Commission") a
registration statement with respect to the Registration Shares (and
promptly file any necessary amendments or supplements thereto) (a
"Registration Statement") which Registration Statement will state that the
holders of Registration Shares covered thereby may sell such Registration
Shares either under such Registration Statement or pursuant to Rule 144
(or any similar rule then in effect), and use all reasonable efforts to
cause such Registration Statement to become effective as soon as is
reasonably practicable;
(b) furnish to the Shareholders copies of such
Registration Statement and any amendments or supplements thereto and any
prospectus forming a part thereof prior to filing, which documents will be
subject to the review of counsel for the Shareholders;
(c) notify the Shareholders, promptly after the Company
shall receive notice thereof, of the time when said Registration Statement
becomes effective or when any amendment or supplement to any prospectus
forming a part of said Registration Statement has been filed;
(d) notify the Shareholders, promptly of any request by
the Commission for the amending or supplementing of such Registration
Statement or prospectus or for additional information;
(e) advise the Shareholders after the Company shall
receive notice or obtain knowledge thereof of the issuance of any order by
the Commission suspending the effectiveness of any such Registration
Statement or amendment thereto or of the initiation or threatening of any
proceeding for that purpose, and promptly use all reasonable efforts to
prevent the issuance of any stop order or to obtain its withdrawal
promptly if such stop order should be issued;
(f) prepare and file with the Commission such amendments
and supplements to such Registration Statement and the prospectus forming
a part thereof as may be necessary to keep such Registration Statement
effective for the lesser of: (i) a period of time necessary to complete
the public distribution of such Registration Shares; (ii) six (6) months;
or (iii) the maximum period of time permitted by law to keep effective a
registration statement, and comply with the provisions of the Act with
respect to the disposition of all securities covered by such Registration
Statement during such period in accordance with the intended methods of
disposition by the Shareholders set forth in such Registration Statement;
(g) furnish to the Shareholders such number of copies of
such Registration Statement, each amendment and supplement thereto, the
prospectus included in such Registration Statement (including each
preliminary prospectus) and such other documents as the Shareholders may
reasonably request in order to facilitate the disposition of the
Registration Shares owned by the Shareholders;
(h) use all reasonable efforts to register or qualify such
Registration Shares under such securities or "blue sky" laws of such
jurisdictions as determined by the underwriter after consultation with the
Company and the Shareholders and do any and all other acts and things
which may be necessary or advisable to enable the Shareholders to
consummate the disposition in such jurisdictions of the Registration
Shares;
(i) notify the Shareholders at any time when a prospectus
relating thereto is required to be delivered under the Act of the
happening of any event as a result of which such Registration Statement
contains an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading, and, at the request of the
Shareholders, prepare a supplement or amendment to such Registration
Statement so that such Registration Statement will not contain an untrue
statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading;
(j) cause all Registration Shares to be listed on each
securities exchange on which similar securities issued by the Company are
then listed;
(k) provide a transfer agent and registrar for all such
Registration Shares not later than the effective date of such Registration
Statement;
(l) enter into such customary agreements (including an
underwriting agreement in customary form) and take all such other actions
as the Shareholders or the underwriters, if any, reasonably request in
order to expedite or facilitate the disposition of the Registration
Shares;
(m) make available for inspection by the Shareholders, any
underwriter participating in any disposition pursuant to such Registration
Statement, and any attorney, accountant or other agent retained by the
Shareholders or such 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 the Shareholders, underwriter, attorney,
accountant or agent in connection with such Registration Statement;
(n) use all reasonable efforts to cause Registration
Shares covered by such Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be
necessary to enable the Shareholders to consummate the disposition of such
Registration Shares; and
(o) obtain a cold comfort letter from the Company's
independent public accountants and an opinion of counsel in customary form
and covering such matters of the type customarily covered by such
documents as the Shareholders may reasonably request.
5. Expenses.
(a) 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, and fees and disbursements of counsel for the Company and the
Senior Executives and all independent certified public accountants,
underwriters (excluding discounts and commissions) and other persons
retained by the Company (all such expenses being herein called
"Registration Expenses"), will be borne by the Company. In addition, the
Company will pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit or quarterly review,
the expense of any liability insurance and the expenses and fees for
listing the securities to be registered on each securities exchange on
which similar securities issued by the Company are then listed or on the
NASD automated quotation system.
(b) To the extent Registration Expenses are not required
to be paid by the Company, each holder of securities included in any
registration hereunder will pay those Registration Expenses allocable to
the registration of such holder's securities so included, and any
Registration Expenses not so allocable will be borne by all sellers of
securities included in such registration in proportion to the aggregate
selling price of the securities to be so registered.
6. Registration Covenants of Investors. For a period of two
(2) years following the date hereof, (i) no Investor shall sell Common
Shares constituting five percent (5%) or more of the then issued and
outstanding Common Shares to a single buyer (other than to underwriters
pursuant to an underwritten offering) without the prior written consent of
the Company (which consent shall not be requested by either Investor more
than once during any 180-day period and which consent shall not be
unreasonably withheld by the Company), and (ii) no Investor shall sell
Common Shares constituting less than five percent (5%) of the then issued
and outstanding Common Shares to a single buyer without providing written
notice of such sale to the Company at least three (3) days prior to
entering into a commitment relating to such sale.
7. Miscellaneous.
(a) Assignability; Successors. The rights and liabilities
of the parties under this Agreement are not assignable or delegable, in
whole or in part, without the prior written consent of the Company. The
provisions of this Agreement shall inure to the benefit of and be binding
upon the permitted successors and assigns of the parties.
(b) Survival. All agreements, representations and
warranties made in this Agreement or in any document delivered pursuant to
this Agreement shall survive the execution of this Agreement and the
delivery of any such document.
(c) Governing Law. This Agreement shall be governed by
the laws of the State of Wisconsin.
(d) Counterparts: Headings. This Agreement may be
executed in several counterparts, each of which shall be deemed an
original, but such counterparts shall together constitute but one and the
same agreement. The Section headings in this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
(e) Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof.
There are no restrictions, promises, warranties, covenants or undertakings
concerning the subject matter hereof other than those expressly set forth
in this Agreement. This Agreement supersedes all prior negotiations,
agreements and undertakings between the parties with respect to such
subject matter.
(f) Notices. All communications or notices required or
permitted by this Agreement shall be in writing and shall be deemed to
have been given at the earlier of the date when actually delivered to an
officer of a party by personal delivery or telephonic facsimile
transmission or two (2) calender days after the same is deposited in the
United States mail, certified or registered mail, postage prepaid, and
addressed as follows, unless and until any of such parties notifies the
others in accordance with this Section of a change of address:
If to the Company or the HK Systems, Inc.
Senior Executives: Attention: Xxxx X. Xxxxxx
0000 X. Xxxxx Xxxxx
Xxx Xxxxxx, XX 00000
Fax No.: 000-000-0000
with a copy to:
HK Systems, Inc.
Attention: Xxxx X. Xxxxxxxxxx
0000 X. Xxxxx Xxxxx
Xxx Xxxxxx, XX 00000
Fax No.: 000-000-0000
If to MIVC: M&I Ventures Corporation
Attention: Xxxx X. Xxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Fax No.: 000-000-0000
with a copy to:
Xxxxxxx & Xxxxx
Attention: Xxxxxxx X. Xxxx
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Fax No.: 000-000-0000
If to SWIB: State of Wisconsin Investment Board
Attention: Director of Private
Placements
000 Xxxx Xxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxx, XX 00000
Fax No.: 000-000-0000
(g) Amendments. Any provision of this Agreement may be amended
if such amendment is in writing and is signed by the Company and all of
the Shareholders.
(h) Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction.
(i) No Reliance. No third party is entitled to rely on any of
the agreements of the parties contained in this Agreement and the parties
assume no liability to any third party because of any reliance on the
agreements of the parties contained in this Agreement.
(j) Confidentiality. The Shareholders agree that they shall
use reasonable steps to keep confidential any information or documents
which they or their representatives receive from the Company in connection
with this Agreement and which is confidential or proprietary in nature,
except: (i) if disclosure is required by Law; (ii) to the extent that any
such information or document was or is in the public domain; (iii) for use
by the Shareholders and their agents and representatives in connection
with this Agreement and (d) for information or documents which were in
fact known or delivered to a Shareholder prior to disclosure or delivery
by the Company.
IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement on the day and year first above written.
SENIOR EXECUTIVES HK SYSTEMS, INC.
_________________________ By: ____________________________
Xxxx X. Xxxxxx
Attest:
_________________________ By: ____________________________
Xxxx X. Xxxxx Secretary
M&I VENTURES CORPORATION
_________________________
Xxxx X. Xxxxx By: ____________________________
Attest:
STATE OF WISCONSIN INVESTMENT BOARD
By: ____________________________
Title: _________________________
