EXHIBIT 4.1
EXHIBIT F
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of _______ __, 2003, between
Cablevision Systems Corporation, a Delaware corporation (the "Company"), on the
one hand, and MGM Networks U.S. Inc., a Delaware corporation (the
"Stockholder"), on the other hand.
WHEREAS, pursuant to the Note (the "Note"), dated as of June 27, 2003,
by the Company and issued to the Stockholder, the Company may issue shares (the
"Settlement Shares") of the Company's Cablevision NY Group Class A Common Stock,
par value $.01 per share (the "Common Stock") as payment of the principal amount
of the Note on the maturity date therefore;
WHEREAS, pursuant to the Note, the Company may only issue the
Settlement Shares if such Settlement Shares are Registrable Securities hereunder
for which a Registration Statement (as defined herein) has been declared and
remains effective on the Final Maturity Date (as defined in the Note) and under
which such shares may be resold without restriction under the Securities Act (as
defined herein); and
WHEREAS, the Stockholder desires to have the Settlement Shares be
subject to the rights described herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
1. Definitions.
(a) As used herein, the following terms shall have the following
meanings:
"Agreement" shall mean this Registration Rights Agreement, as amended,
supplemented or otherwise modified from time to time.
"Business Day" shall mean any day other than a Saturday, Sunday or
other day that the New York Stock Exchange (or, if different, the principal
exchange on which shares of the Common Stock are traded) is not open for
trading.
"Commission" shall mean the Securities and Exchange Commission.
"Company" shall have the meaning set forth in the preamble and shall
also include the Company's successors.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
"Prospectus" shall mean the prospectus included in the Registration
Statement, including any preliminary prospectus, and any such prospectus as
supplemented by any prospectus supplement with respect to the terms of the
offering of any of the Registrable Securities, and by all other amendments
and supplements to such prospectus, and in each case including all
documents incorporated by reference therein.
"register", "registered" and "registration" refer to a registration of
Registrable Securities effected by preparing and filing a Registration
Statement in compliance with the Securities Act and the declaration or
ordering of the effectiveness of such Registration Statement.
"Registrable Securities" shall mean the Settlement Shares. As to any
particular Registrable Securities, such securities shall cease to be
Registrable Securities when (x) a Registration Statement with respect to
the sale of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of in
accordance with such Registration Statement, (y) they shall have been
distributed to the public pursuant to Rule 144 or Rule 145 (or any
successor provision) under the Securities Act or (z) they shall have ceased
to be outstanding.
"Registration Expenses" shall mean all expenses incident to the
performance of or compliance with this Agreement by any party, including,
without limitation, all registration, filing and National Association of
Securities Dealers, Inc. fees, all fees and expenses of complying with
securities or blue sky laws, all word processing, duplicating and printing
expenses, messenger and delivery expenses, the fees and disbursements of
counsel for the Company and of its independent public accountants,
including the expenses of any special audits or "comfort" letters required
by or incident to such performance and compliance, premiums and other costs
of policies of insurance obtained by the Company against liabilities
arising out of the public offering of Registrable Securities being
registered, all transfer taxes, if any, relating to Registrable Securities
and any other registration expenses incident to the registration of the
Registrable Securities issued to the Stockholder, including the fees and
disbursements of one firm of outside counsel for the Stockholder; provided
that Registration Expenses shall not include the fees and disbursements of
underwriters, any underwriting discounts and commissions.
"Registration Statement" shall mean the registration statement of the
Company on Form S-3 (or, if the Company is not then eligible for Form S-3,
such other form for which the Company then qualifies) that is filed by the
Company with the Commission in accordance with Section 3 below and that
permits a delayed or continuous offering pursuant to Rule 415 under the
Securities Act. The term "Registration Statement" shall also include all
exhibits and financial statements and schedules and documents incorporated
by reference in such Registration Statement when it becomes effective under
the Securities Act, and in the case of references to the Registration
Statement as of a date subsequent to the effective date, as amended or
supplemented as of such date.
"Securities Act" shall mean the Securities Act of 1933, as amended
from time to time.
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(b) Capitalized terms used herein but not otherwise defined herein
shall have the same meaning as in the Purchase Agreement. Terms defined in the
singular shall have a comparable meaning when used in the plural, and vice
versa. All matters of an accounting nature in connection with this Agreement and
the transactions contemplated hereby shall be determined in accordance with
generally accepted accounting principles as in effect from time to time. As used
herein, the neuter gender shall also denote the masculine and feminine, and the
masculine gender shall also denote the neuter and feminine, where the context so
permits. The words "hereof", "herein" and "hereunder", and words of similar
import, when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and section, subsection,
paragraph, schedule and exhibit references are to this Agreement unless
otherwise specified.
2. Registration Rights.
(a) Demand Registration for Underwritten Offering. The Stockholder
shall have the right upon written request, at any time after delivery of the
Settlement Shares, to request that the Company effect one shelf takedown from
the Registration Statement by means of a firm commitment underwritten public
offering for cash (an "Underwritten Offering") and the Company shall have the
right, at any time after delivery of the Settlement Shares, to cause the
completion of a shelf takedown from the Registration Statement by means of an
Underwritten Offering on behalf of the Stockholder.
(b) Piggy-Back Registration; Cutback Rights. The Company may include
in the Registration Statement filed pursuant hereto other securities for sale
for its own account or for the account of any other Person. Notwithstanding the
foregoing, if the Company or another Person exercises a right to have other
securities included on the Registration Statement included in the shelf takedown
demanded by the Stockholder pursuant to Section 2(a), if the managing or lead
underwriter or underwriters thereof shall determine in its or their reasonable
good faith judgment that it cannot sell, or that it would not be advisable to
sell, all the securities desired to be sold, then the number of securities that
the Company may have included, if any, shall be reduced first and, if such
reduction of the Company securities is insufficient, the number of securities
which the Stockholder and any other Persons may have included shall be reduced
pro rata in proportion to the total number of securities sought to be included
by each such Person, subject, in all cases, to the Company's contractual
obligations pursuant to the Registration Rights Agreements, each dated as of
January 27, 1986, as amended, between the Company and Cablevision Systems
Company, in the first case, and the Company and CSC Holdings Company, in the
second, until the managing or lead underwriter or underwriters shall believe
that the remaining securities can be sold and it would not be inadvisable to
sell such number of securities.
If, as a result of the cutback rights set forth in this Section 2(b),
less than all Registrable Securities sought to be registered by the Stockholder
would be included in a shelf takedown under Section 2(a), the Stockholder's
demand for a shelf takedown will not be deemed to have been made.
(c) Expenses. The Registration Expenses in connection with the
Registration Statement and any shelf takedown for the Stockholder thereunder
requested under this Section 2
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shall be borne by the Company, except that another holder piggy-backing on the
Stockholder's Registration Statement pursuant to Section 2(b) shall pay (or
shall require the Company to pay) its pro rata share of the Registration
Expenses.
(d) Selection of Underwriters. One co-lead managing underwriter for
any Underwritten Offering pursuant to Section 2(a) shall be selected by the
Company and, provided that the Company is not including securities for sale for
its own account in such Underwritten Offering, shall be reasonably acceptable to
the Stockholder, and the other co-lead managing underwriter for such
Underwritten Offering shall be selected by the Stockholder and shall be
reasonably acceptable to the Company. The co-lead managing underwriter selected
by the Company shall establish the pricing of the Common Stock in the
Underwritten Offering.
3. Registration Procedures. If the Company is delivering Settlement
Shares to the Stockholder under the Note, the Company will:
(i) prepare and file with the Commission the requisite Registration
Statement to effect the registration thereof and cause such Registration
Statement to become effective prior to the Final Maturity Date, provided
that before filing such Registration Statement or any amendments thereto,
the Company will furnish to the counsel selected by the Stockholder copies
of all such documents proposed to be filed, and afford such counsel a
reasonable period of time to review such filing before any such filing is
made, and the Company will comply with any reasonable and timely request
made by such counsel to make changes in any information contained in such
documents relating to the Stockholder;
(ii) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the Prospectus used in
connection therewith as may be necessary to maintain the effectiveness of
such registration and to comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such
Registration Statement until the earlier of (A) such time as all of such
securities have been disposed of and (B) the date which is one year after
the date of delivery of the Settlement Shares to the Stockholder;
(iii) furnish to the Stockholder such number of conformed copies of
such Registration Statement and of each such amendment and supplement
thereto (in each case including all exhibits), such number of copies of the
Prospectus contained in such Registration Statement and any supplements
thereto and any other Prospectus filed under Rule 424 under the Securities
Act, in conformity with the requirements of the Securities Act, and such
other documents, including documents incorporated by reference, as the
Stockholder may reasonably request;
(iv) use reasonable best efforts to register or qualify all
Registrable Securities registered pursuant to such Registration Statement
under such other securities or blue sky laws of such jurisdictions as the
Stockholder shall reasonably request, to keep such registration or
qualification in effect for so long as such Registration Statement remains
in effect, and take any other action which may be reasonably necessary or
advisable to enable the Stockholder to consummate the disposition in such
jurisdictions of the
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securities owned by the Stockholder, except that the Company shall not for
any such purpose be required to qualify generally to do business as a
foreign corporation in any jurisdiction wherein it would not but for the
requirements of this clause (iv) be obligated to be so qualified, to be
subject to taxation or to consent to general service of process in any such
jurisdiction;
(v) use reasonable best efforts to cause all Registrable Securities
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 Stockholder to consummate the disposition of such Registrable
Securities;
(vi) in connection with an Underwritten Offering pursuant to Section
2(a), furnish to the Stockholder a signed counterpart, addressed to the
Stockholder (and the underwriters), of (x) an opinion of counsel for the
Company, dated the date of the closing under the underwriting agreement,
and (y) a "comfort letter" dated the effective date of such Registration
Statement (and a supplement to such "comfort letter" dated the date of the
closing under the underwriting agreement), signed by the independent public
accountants who have certified the Company's financial statements included
in such Registration Statement, covering substantially the same matters
with respect to such Registration Statement (and the Prospectus included
therein) and, in the case of the accountants' letter, with respect to
events subsequent to the date of such financial statements, as are
customarily covered in opinions of issuer's counsel and in accountants'
letters delivered to the underwriters in underwritten public offerings of
securities and, in the case of the accountants' letter, such other
financial matters, as the Stockholder (or the underwriters, if any) may
reasonably request;
(vii) promptly notify the Stockholder at any time when the Company
becomes aware that a Prospectus relating to Registrable Securities 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 any material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made, and at the request of the
Stockholder (and subject to Section 4(b)(ii)) promptly prepare and furnish
to the Stockholder a reasonable number of copies of a supplement to or an
amendment of such Prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such Prospectus shall not
include an untrue statement of a material fact or omit 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 under which they
were made;
(viii) otherwise use reasonable best efforts to comply with the
Securities Act and the Exchange Act and with all applicable rules and
regulations of the Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the
period of at least twelve months, but not more than eighteen months,
beginning with the first full calendar month after the effective date of
such Registration Statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act, and not file any
amendment or supplement to such
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Registration Statement or Prospectus to which the Stockholder shall have
reasonably objected on the grounds that such amendment or supplement does
not comply in all material respects with the requirements of the Securities
Act;
(ix) provide a transfer agent and registrar for all Registrable
Securities covered by such Registration Statement not later than the
effective date of such Registration Statement;
(x) use reasonable best efforts to list all Common Stock covered by
such Registration Statement on any securities exchange on which any shares
of the Common Stock are then listed; and
(xi) upon the reasonable request of the Stockholder, otherwise use
reasonable best efforts to effect the registration of Registrable
Securities under the Securities Act as provided in Section 2.
In the case of any Underwritten Offering, the Company shall
participate in customary "roadshow" presentations and customary analysts'
meetings as reasonably requested by the co-lead managing underwriters.
If requested by the underwriters for any Underwritten Offering, the
Company will enter into its customary underwriting agreement with such
underwriters for such offering, to contain such representations and warranties
by the Company and such other terms as are customarily contained in agreements
of this type, including, without limitation, indemnities to the effect and to
the extent provided in Section 6. The Stockholder shall be a party to such
underwriting agreement and may, at its option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the
Company to and for the benefit of such underwriters shall also be made to and
for the benefit of the Stockholder and that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting
agreement be conditions precedent to the obligations of the Stockholder as well.
4. Stockholder's Obligations. (a) Furnishing Information. The
Stockholder shall furnish to the Company such information regarding itself and
the distribution proposed by it as the Company may reasonably request,
including, without limitation, providing the Company with questionnaires as are
customary for similar transactions, and which the Company may reasonably request
or as may be required by applicable securities laws and regulations, and as
shall be required in connection with any registration, qualification or
compliance referred to in this Agreement. The Stockholder agrees to notify the
Company as promptly as practicable of any inaccuracy or change in information
previously furnished to the Company or of the happening of any event, in either
case as a result of which any Prospectus relating to such registration contains
an untrue statement of a material fact regarding the Stockholder or the
distribution of such Registrable Securities or omits to state any material fact
regarding the Stockholder or the distribution of such Registrable Securities
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, and
to furnish to the Company promptly any additional information required to
correct and update any previously furnished information or required such that
such Prospectus shall not contain, with respect to the Stockholder or the
distribution of such
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Registrable Securities, an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
(b) Holdback Agreement; Postponement. (i) The Stockholder agrees by
acquisition of the Registrable Securities not to engage in transactions
involving the Company's equity securities, including by commencing any public
offering of the Company's equity securities, by entering into transactions that
result in another party selling the Company's equity securities or by causing a
demand registration, during the seven days prior to and the 90 days after any
Registration Statement relating to the Company's equity securities (other than
under Form S-4 or Form S-8) (either for its own account or for the benefit of
the holders of any securities of the Company) has become effective; provided,
that the Company shall give the Stockholder notice as soon as reasonably
practicable of the date upon which a Registration Statement relating to the
Company's equity securities is expected to become effective and, in any event
the Stockholder's holdback restriction for the seven day period prior to
effectiveness shall not commence until the seventh calendar day after such
notice is given.
(ii) The Company may, by written notice to the Stockholder, postpone
any registration which is requested pursuant to Section 2 or delivery of a
Prospectus pursuant to Section 3(vii) if the Company's outside counsel has
advised it in writing under applicable securities laws that the use of such
Registration Statement would require disclosure of a material corporate
development not otherwise required to be disclosed that the Company has a valid
business purpose for not disclosing. In the event the Company makes any such
election, the Stockholder agrees to keep confidential the fact of such election
and any information provided by the Company in connection therewith.
(iii) Notwithstanding the black-out rights and the lock-up periods set
forth above in Sections 4(b)(i) and 4(b)(ii), in the calendar year after its
receipt of the Settlement Shares, the Stockholder shall not be subject to
black-out rights or lock-up periods for more than ninety (90) days in the
aggregate.
5. Registration Statement. In connection with the preparation and
filing of the Registration Statement under the Securities Act, the Company will
give the Stockholder, its underwriters, if any, and their respective counsel,
the opportunity to participate in the preparation of such Registration
Statement, each Prospectus included therein or filed with the Commission, and
each amendment thereof or supplement thereto. Such opportunity to participate
shall include reasonable access for purposes of due diligence, subject to the
execution and delivery of appropriate confidentiality agreements.
6. Indemnification. (a) Indemnification by the Company. In the
event of any registration of any Registrable Securities of the Company under the
Securities Act, the Company will, and hereby does, indemnify and hold harmless
the Stockholder, each other Person who participates as an underwriter in the
offering or sale of such Registrable Securities and each other Person who
controls any such underwriter within the meaning of the Securities Act, against
any losses, claims, damages or liabilities, joint or several, to which the
Stockholder or any such underwriter or controlling person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions or proceedings, whether
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commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement under which such Registrable Securities were
registered under the Securities Act, any Prospectus contained therein, or any
amendment or supplement thereto, 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, and the Company will reimburse the
Stockholder and each such underwriter and controlling person for any legal or
any other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, liability, action or proceedings; provided
that the Company shall not be liable in any such case to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon (i) an untrue statement or alleged
untrue statement or omission or alleged omission made in such Registration
Statement, any such Prospectus or amendment or supplement thereto in reliance
upon and in conformity with written information furnished to the Company by the
Stockholder for use in the preparation thereof, (ii) the use of any Prospectus
after such time as the obligation of the Company to keep the same effective and
current has expired, or (iii) the use of any Prospectus after such time as the
Company has advised the Stockholder that the filing of a post-effective
amendment or supplement thereto is required, except such Prospectus as so
amended or supplemented, and provided further that the Company shall not be
liable to any Person who participates as an underwriter in the offering or sale
of Registrable Securities or any other Person, if any, who controls such
underwriter within the meaning of the Securities Act in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of the matters described in (i), (ii) or
(iii) above or such Person's failure to send or give a copy of the final
Prospectus or supplement to the Persons asserting an untrue statement or alleged
untrue statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement or omission was corrected in such final Prospectus or supplement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Stockholder or any such underwriter or controlling
person and shall survive the transfer of such securities by the Stockholder. The
Company's indemnity hereunder shall relate only to Settlement Shares, and the
Company shall otherwise have no indemnity obligations with respect to other
securities issued by the Stockholder or the registration thereof.
(b) Indemnification by the Stockholder. The Stockholder will, and
hereby does, indemnify and hold harmless (in the same manner and to the same
extent as set forth in subdivision (a) of this Section 6) the Company, each
director and officer of the Company, and each other Person, if any, who controls
the Company, within the meaning of the Securities Act, with respect to any
untrue statement or alleged untrue statement of a material fact in or omission
or alleged omission to state a material fact from such Registration Statement,
any Prospectus contained therein, or any amendment or supplement thereto, if
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by the Stockholder for use in the preparation of such
Registration Statement, Prospectus, or amendment or supplement thereto;
provided, however, that the Stockholder shall not be liable to the extent that
the losses, liabilities or expenses arise out of or are based upon (i) the use
by the Company of any Prospectus after such time as the obligation of the
Company to keep the same effective and current has expired or (ii) the use by
the Company of any Prospectus after such time as the Stockholder has advised the
Company that the filing of a post-effective amendment or supplement thereto is
required with
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respect to any information contained in such Prospectus concerning the
Stockholder, except such Prospectus as so amended or supplemented. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company, or any such director, officer or
controlling person and shall survive the transfer of such securities by the
Stockholder.
(c) Notices of Claims, etc. Promptly after receipt by an indemnified
party of a notice of the commencement of any action or proceeding involving a
claim referred to in the preceding subdivisions of this Section 6, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of
such action; provided that the failure of any indemnified party to give notice
as provided herein shall not relieve the indemnifying party of its obligations
under the preceding subdivisions of this Section 6, except to the extent that
the indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an indemnified party, unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such claim, the
indemnifying party shall be entitled to participate in and to assume the defense
thereof, jointly with any other indemnifying party similarly notified to the
extent that it may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to the indemnified party for any legal or
other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation.
(d) Contribution. If for any reason the foregoing indemnity is
unavailable, or is insufficient to hold harmless an indemnified party, then the
indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of the expense, loss, damage or liability, (i) in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and the indemnified party on the other
(determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission relates to information supplied
by the indemnifying party or the indemnified party and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission) or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law or provides a lesser sum to the
indemnified party than the amount hereinafter calculated, in the proportion as
is appropriate to reflect not only the relative fault of the indemnifying party
and the indemnified party, but also the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other, as
well as any other relevant equitable considerations. No indemnified party guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any indemnifying party
who was not guilty of such fraudulent misrepresentation.
7. Covenants Relating to Rule 144/145. The Company will prepare and
file in a timely manner, information, documents and reports in compliance with
the Exchange Act so as to comply with the requirements of such Act and the rules
and regulations thereunder and will, at its expense, forthwith upon the request
of the Stockholder, deliver to the Stockholder a certificate, signed by the
Company's principal financial officer, stating (a) the Company's name, address
and telephone number (including area code), (b) the Company's Internal Revenue
Service identification number, (c) the Company's Commission file number, (d) the
number of shares of Common Stock outstanding as shown by the most recent report
or statement published
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by the Company, and (e) whether the Company has filed the reports required to be
filed under the Exchange Act for a period of at least 90 days prior to the date
of such certificate and in addition has filed the most recent annual report
required to be filed thereunder. If at any time the Company is not required to
file reports in compliance with either Section 13 or Section 15(d) of the
Exchange Act, the Company at its expense will forthwith, upon the written
request of the Stockholder, make available adequate current public information
with respect to the Company within the meaning of paragraph (c)(2) of Rule 144
of the General Rules and Regulations promulgated under the Securities Act.
8. Notices, etc. All notices, requests, demands or other
communications required by or otherwise with respect to this Agreement shall be
in writing and shall be deemed to have been duly given to any party when
delivered personally (by courier service or otherwise), when delivered by
telecopy if receipt is confirmed by return telecopy, or five days after being
mailed by registered or certified mail, return receipt requested, in each case
to the applicable addresses set forth below:
If to the Company;
Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: General Counsel
with a copy to:
Xxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
If to the Stockholder:
Metro-Xxxxxxx-Xxxxx Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: General Counsel
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with a copy to:
Xxxxxxxx & Xxxxx
Citigroup Center
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxxxxx
or to such other address as such party shall have designated by notice so given
to each other party.
9. Amendments, Waivers, etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated except by an
instrument in writing signed by the party against whom enforcement is sought.
The failure of any party to exercise any right, power or remedy provided under
this Agreement or otherwise available in respect hereof at law or in equity, or
to insist upon compliance by any other party with its obligations hereunder, and
any custom or practice of the parties at variance with the terms hereof, shall
not constitute a waiver by such party of its right to exercise any such or other
right, power or remedy or to demand such compliance.
10. Entire Agreement. This Agreement and the Purchase Agreement embody
the entire agreement and understanding between the parties relating to the
subject matter hereof and supersede all prior agreements and understandings
relating to such subject matter.
11. Severability. If any term of this Agreement or the application
thereof to any party or circumstance shall be held invalid or unenforceable to
any extent, the remainder of this Agreement and the application of such term to
the other parties or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by applicable law.
12. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors and assigns;
provided that without the prior written consent of the Company, the registration
rights granted to the Stockholder pursuant to this Agreement may be transferred
in whole or in part, except to a subsidiary of Metro-Xxxxxxx-Xxxxx Inc. to which
the Note has been transferred.
13. Governing Law. This Agreement SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. All actions and
proceedings arising out of or relating to this Agreement shall be heard and
determined exclusively in any New York state or federal court sitting in the
Borough of Manhattan of The City of New York. The parties hereto hereby (i)
submit to the exclusive jurisdiction of any state or federal court sitting in
the Borough of Manhattan of The City of New York for the purpose of any action
or proceeding arising out of or relating to this Agreement brought by any party
hereto, and (ii) irrevocably waive, and agree not to assert by way of motion,
defense, or otherwise, in any such action or proceeding, any claim that it is
not subject personally to the jurisdiction of the above-named courts, that its
property is exempt or
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immune from attachment or execution, that the action or proceeding is brought in
an inconvenient forum, that the venue of the action or proceeding is improper,
or that this Agreement or the transactions contemplated hereby may not be
enforced in or by any of the above-named courts. No party hereby waives any
right to remove or seek to remove any action brought in any state court sitting
in the Borough of Manhattan of The City of New York to any federal court sitting
in the Borough of Manhattan of The City of New York. Each of the parties hereto
hereby waives to the fullest extent permitted by applicable law any right it may
have to a trial by jury with respect to any litigation directly or indirectly
arising out of, under or in connection with this Agreement or the transactions
contemplated hereby. Each of the parties hereto (i) certifies that no
representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek
to enforce that foregoing waiver and (ii) acknowledges that it and the other
parties hereto have been induced to enter into this Agreement and the
transactions contemplated hereby by, among other things, the mutual waivers and
certifications in this Section 13.
14. Name, Captions. The name assigned this Agreement and the section
captions used herein are for convenience of reference only and shall not affect
the interpretation or construction hereof.
15. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one instrument. Each counterpart may consist of a
number of copies each signed by less than all, but together signed by all, the
parties hereto.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
CABLEVISION SYSTEMS CORPORATION
By: ____________________________
Name:
Title:
MGM NETWORKS U.S. INC.
By: ____________________________
Name:
Title:
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