EXHIBIT 99.2
REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of January 25,
1996, by and among TELE-COMMUNICATIONS, INC., a Delaware corporation (the
"Company"), and Xxx X. Xxxxx (the "Seller").
WHEREAS, TCI Merger Sub, Inc. ("Merger Sub"), the Company and United
Video Satellite Group, Inc. ("UV") are parties to an Agreement and Plan of
Merger, dated as of July 10, 1995, as amended as of December 18, 1995 (the
"Transaction Agreement"), providing for the merger of Merger Sub with and into
UV (the "Merger");
WHEREAS, in connection with the transactions contemplated by the
Transaction Agreement, the Seller received (i) 234,544 shares of the Company's
Redeemable Convertible TCI Group Preferred Stock, Series G, par value $.01 per
share (the "TCI Group Preferred Stock"), which are convertible into an aggregate
of 246,271 shares of the Company's Tele-Communications, Inc. Series A TCI Group
Common Stock, par value $1.00 per share (the "TCI Group Common Stock"), and (ii)
234,544 shares of the Company's Redeemable Convertible Liberty Media Group
Preferred Stock, Series H, par value $.01 per share (the "LMG Preferred Stock"
and, together with the TCI Group Preferred Stock, the "TCI Preferred Stock"),
which are convertible into an aggregate of 61,567 shares of the Company's Tele-
Communications, Inc. Series A Liberty Media Group Common Stock, par value $1.00
per share (the "Liberty Media Group Common Stock" and, together with the TCI
Group Common Stock, the "Common Stock"); and
WHEREAS, the transferability of such shares of TCI Preferred Stock may
be limited by the provisions of Rule 145(c) under the Securities Act of 1933, as
amended, and the Company has agreed to provide the Seller with the registration
rights set forth herein.
NOW THEREFORE, in consideration of the premises and of the mutual
agreements and covenants hereinafter set forth and other good and valuable
consideration, the parties hereto agree as follows:
1. Certain Definitions.
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Business Day: Any day other than a Saturday, Sunday or holiday on
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which commercial banking institutions in Denver, Colorado or New York,
New York are required or authorized by law to be closed.
Commission: The Securities and Exchange Commission, or any other
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Federal agency at the time administering the Securities Act or the Exchange Act.
Company Indemnified Parties: As defined in Section 6(b).
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Exchange Act: The Securities and Exchange Act of 1934, as amended, or
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any successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, as they each may, from time to time, be in effect.
Indemnified Party: As defined in Section 6(c).
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Indemnifying Party: As defined in Section 6(c).
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Losses: As defined in Section 6(a).
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Prospectus: The prospectus included in the Registration Statement as
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of the date it becomes effective under the Securities Act and, in the case of
references to the Prospectus as of a date subsequent to the effective date of
the Registration Statement, as amended or supplemented as of such date,
including all documents incorporated by reference therein, as amended, and each
prospectus supplement relating to the offering and sale of any of the
Registrable Shares.
Registrable Shares: Shares of the TCI Preferred Stock acquired by the
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Seller and any other shares of capital stock of the Company issued in respect of
such shares as a result of stock splits, stock dividends, reclassification,
recapitalizations, mergers, consolidations or similar events. References in
this Agreement to amounts or percentages of Registrable Shares as of or on any
particular date shall be deemed to refer to amounts or percentages after giving
effect to any applicable events contemplated by the preceding sentence. Any
Registrable Share will cease to be a Registrable Share when (i) a registration
statement covering such Registrable Share has been declared effective by the
Commission and such Registrable Shares has been disposed of pursuant to such
effective registration statement, (ii) such Registrable Share may be publicly
resold without registration under the Securities Act or (iii) such Registrable
Share is no longer held by the Seller, members of his family and trusts,
partnerships and other entities primarily for their benefit and that of the
Seller.
Registration Statement: As defined in Section 2(a).
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Sale Period: Each fifteen (15) day period commencing on the fifth day
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following the dates upon which the Company files with the Commission its
Quarterly Report on Form 10-Q or its Annual Report on Form 10-K.
Securities Act: The Securities Act of 1933, as amended, or any
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successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, as they each may, from time to time, be in effect.
2. Registration Rights.
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(a) As soon as practicable after issuance of the Registrable Shares,
the Company shall prepare and file with the Commission and use its
commercially reasonable
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efforts to cause to become effective a Post-Effective Amendment on Form S-3
to the Registration Statement on Form S-4 (Reg. No. 33-65311) of the
Company (the "Registration Statement") which would permit the secondary
resale thereunder of the Registrable Shares, subject to the terms and
conditions of this Agreement. 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 the references to
the Registration Statement as of a date subsequent to the effective date,
as amended or supplemented as of such date.
(b) The Registration Statement shall cover the resale of all the
Registrable Shares for offering and sale on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act. The section of the
Registration Statement entitled "Plan of Distribution" shall be prepared in
accordance with the requirements of Item 508 of Regulation S-K promulgated
by the Commission under the Securities Act ("Regulation S-K") and,
notwithstanding anything to the contrary contained herein, shall provide
that the Seller may distribute the Registrable Shares pursuant to such
Registration Statement only during a Sale Period and solely in the manner
set forth on Exhibit A hereto. The section of the Registration Statement
entitled "Plan of Distribution" shall also state (i) that the Seller may
from time to time make sales of Registrable Shares pursuant to and in
accordance with Rule 145(d) under the Securities Act, and (ii) that the
Seller may from time to time make a private sale of Registrable Shares
directly to the purchaser thereof, in a transaction that does not involve
any public offer or sale of Registrable Shares, provided that in the case
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of any such private sale, the shares so sold shall not thereafter be
subject to resale pursuant to the Registration Statement, and the
certificates representing such shares may be required to bear an
appropriate legend.
(c) The Company shall be entitled to postpone, for a reasonable
period of time not in excess of 120 days after the issuance of the
Registrable Shares, the filing of the Registration Statement, if (i) at any
time prior to the filing of such Registration Statement the Company
determines, in its reasonable business judgment, that such registration and
offering could interfere with or otherwise adversely affect any financing,
acquisition, corporate reorganization, or other material transaction or
development involving the Company or any of its affiliates or require the
Company to disclose matters that otherwise would not be required to be
disclosed at such time and (ii) the Company gives the Seller written notice
of such postponement. Any such notice need not specify the reasons for such
postponement if the Company determines, in its reasonable business
judgment, that doing so would interfere with or adversely affect such
transaction or development or would result in the disclosure of material
non-public information. In the event of such postponement, the Company
shall file such Registration Statement as soon as practicable after it
shall determine, in its reasonable business judgment, that such
registration and offering will not interfere with the matters described in
the first sentence of this Section 2(c).
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3. Limitations on Registration Rights.
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Notwithstanding the provisions of Section 2 hereof, the Company shall
not be required to effect or maintain the registration of the Registrable
Shares under the Registration Statement if (i) the Company would be
required to undergo a special interim audit or prepare and file with the
Commission sooner than would otherwise be required, pro forma or other
financial statements relating to any proposed or probable transaction; (ii)
the Common Stock is not registered under Section 12(b) or 12(g) of the
Exchange Act; or (iii) there shall have been a material breach of a
representation, warranty, covenant or agreement contained in the
Transaction Agreement or an unsatisfied claim under any indemnity
arrangement relating thereto by a party other than the Company or any of
its affiliates, which breach continues after the expiration of any
applicable notice or cure periods.
4. Obligations with Respect to Registration.
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(a) In connection with the Company's obligations under Section 2(a)
hereof to effect the registration of the Registrable Shares under the
Securities Act, the Company shall:
(i) subject to Section 4(b), use its diligent efforts to cause
the Registration Statement to remain effective, and prepare and file
with the Commission any amendments and supplements to the Registration
Statement and to the Prospectus used in connection therewith as may be
necessary to keep the Prospectus current and in compliance in all
material respects with the provisions of the Securities Act, until the
sooner to occur of the expiration of a two-year period following the
date of this Agreement and the sale of all of the Registrable Shares
covered by the Registration Statement;
(ii) notify the Seller, (A) when the Registration Statement
becomes effective, (B) when the filing of a post-effective amendment
to the Registration Statement or supplement to the Prospectus is
required, when the same is filed, and in the case of a post-effective
amendment, when the same becomes effective, (C) of any request by the
Commission for any amendment of or supplement to the Registration
Statement or any Prospectus relating thereto or for additional
information and (D) of the entry of any stop order suspending the
effectiveness of such Registration Statement or of the initiation of
any proceedings for that purpose;
(iii) furnish to the Seller a conformed copy of the Registration
Statement as declared effective by the Commission and of each post-
effective amendment thereto, and such number of copies of the final
Prospectus and of each supplement thereto as may reasonably be
required to facilitate the distribution of the Registrable Shares
included in such Registration Statement;
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(iv) register or qualify the Registrable Shares covered by the
Registration Statement under the securities or blue sky laws of such
jurisdictions in the United States as the Seller shall reasonably
request, and do any and all other acts and things which may be
necessary to enable the Seller to consummate the disposition in such
jurisdictions of such Registrable Shares in accordance with a method
of distribution described in such Registration Statement; provided,
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however, that the Company shall in no event be required to qualify to
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do business as a foreign corporation or as a dealer in any
jurisdiction where it is not so qualified, to conform its
capitalization or the composition of its assets at the time to the
securities or blue sky laws of such jurisdiction, to execute or file
any general consent to service of process under the laws of any
jurisdiction, to take any action that would subject it to service of
process in suits other than those arising out of the offer and sale of
the Registrable Shares covered by such Registration Statement, or to
subject itself to taxation in any jurisdiction where it has not
theretofore done so; and
(v) cause the Common Stock issuable upon conversion of the
Registrable Shares, when so issued, to be listed on the principal
exchange or exchanges or qualified for trading on the principal over-
the-counter market on which the Common Stock is then listed or traded.
(b) Notwithstanding anything to the contrary contained herein, if at
any time after the filing of the Registration Statement or after it is
declared effective by the Commission, the Company determines, in its
reasonable business judgment, that such registration and offering could
interfere with or otherwise adversely affect any financing, acquisition,
corporate reorganization, or other material transaction or development
involving the Company or any of its affiliates or require the Company to
disclose matters that otherwise would not be required to be disclosed at
such time, then the Company may require the suspension by the Seller of the
distribution of any of the Registrable Shares by giving notice to the
Seller. Any such notice need not specify the reasons for such suspension
if the Company determines, in its reasonable business judgment, that doing
so would interfere with or adversely affect such transaction or development
or would result in the disclosure of material non-public information. In
the event that such notice is given, then until the Company has determined,
in its reasonable business judgment, that such registration and offering
would no longer interfere with the matters described in the preceding
sentence and has given notice thereof to the Seller, the Company's
obligations under Section 2(a), if the Registration Statement has not
become effective, or under Section 4(a)(i), if the Registration Statement
has become effective, will be suspended. In the event of a suspension
pursuant to this Section 4(b) during any Sale Period, then upon notice from
the Company that such suspension is no longer in effect, the Seller may
recommence distribution of Registrable Shares for a number of days equal to
the number of days during such Sale Period in which such suspension was in
effect.
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(c) The Company's obligations under this Agreement shall be
conditioned upon the Seller's compliance with the following:
(i) the Seller shall cooperate with the Company in connection
with the preparation of the Registration Statement, and for so long as
the Company is obligated to keep the Registration Statement effective,
the Seller will provide to the Company, in writing, for use in the
Registration Statement, all information regarding the Seller and such
other information as may be necessary to enable the Company to prepare
the Registration and Prospectus covering the Registrable Shares and to
maintain the currency and effectiveness thereof;
(ii) the Seller shall permit the Company, the proposed
underwriters, agents or broker-dealers of the offering or other
distribution and their respective representatives and agents to
examine such documents and records and shall supply any information as
they may reasonably request in connection with the offering or other
distribution in which the Seller proposes to participate;
(iii) the Seller shall enter into such agreements with the
Company and any underwriter, broker-dealer or similar securities
industry professional containing representations, warranties,
indemnities and agreements as are in each case customarily entered
into and made by selling stockholders, and will cause its counsel to
give any legal opinions customarily given, in secondary distributions
under similar circumstances;
(iv) during such time as the Seller may be engaged in a
distribution of the Registrable Shares, the Seller will comply with
all applicable laws including but not limited to Rules 10b-6 and 10b-7
promulgated under the Exchange Act and pursuant thereto will, among
other things: (A) not engage in any stabilization activity in
connection with the securities of the Company in contravention of such
rules; (B) distribute the Shares owned by the Seller solely in the
manner described in the Registration Statement; (C) cause to be
furnished to each underwriter, agent or broker-dealer to or through
whom the Registrable Shares may be offered, or to the offeree if an
offer is made directly by the Seller, such copies of the Prospectus
(as amended and supplemented to such date) and documents incorporated
by reference therein as may be required by such underwriter, agent,
broker-dealer or offeree; and (D) not bid for or purchase any
securities of the Company or attempt to induce any person to purchase
any securities of the Company other than as permitted under the
Exchange Act;
(v) at least ten (10) days prior to any distribution of
Registrable Shares, the Seller will advise the Company in writing of
the dates on which the distribution will commence and terminate, the
number of the Registrable Shares to be sold, the terms and the manner
of sale (including, to the extent applicable, the purchase price, the
name of any underwriter, agent or broker-dealer to or
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through whom such distribution is being made, and the amount of any
selling commissions or other items constituting compensation to such
underwriter, agent or broker-dealer) and the number of shares of TCI
Preferred Stock that will be owned beneficially by the Seller after
giving effect to such sale; and
(vi) on notice from the Company of the happening of any of the
events specified in clauses (B), (C) or (D) of Section 4(a)(ii), or
that, as set forth in Section 4(b), it requires the suspension by the
Seller of the distribution of any of the Registrable Shares, then the
Seller shall cease offering or distributing the Registrable Shares
until such time as the Company notifies the Seller that offering and
distribution of the Registrable Shares may recommence.
5. Expenses of Registration.
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All expenses in connection with the Registration Statement, any
qualification or compliance with federal or state laws required in connection
therewith, and the distribution of the Registrable Shares shall, as between the
Seller and the Company, be borne as follows:
(a) The Company shall pay and be responsible for the registration fee
payable under the Securities Act, blue sky fees and expenses, if applicable
(subject to the limitations set forth in Section 4(a)(iv)), printing fees
and all fees and disbursements of the Company's counsel and accountants.
Solely at its discretion, the Company may, in lieu of engaging the services
of a financial printing company with respect to the Registration Statement
or the Prospectus, arrange for the photocopying thereof, in which event the
Company will bear the applicable photocopying costs.
(b) The Seller shall pay all fees and disbursements of his own
counsel and advisers, all stock transfer fees (including the cost of all
transfer tax stamps) or expenses, if any, and all other expenses (including
underwriting or brokerage discounts, commissions and fees) related to the
distribution of the Shares that have not expressly been assumed by the
Company as set forth above.
6. Indemnification.
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(a) The Company agrees to indemnify and hold harmless the Seller from
and against any losses, claims, damages or liabilities (collectively
"Losses") to which the Seller may become subject, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) are based
upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the 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, in light of the
circumstances under which they were made, not misleading; and, subject to
Section 6(c), the Company will reimburse the Seller for any legal or other
expenses reasonably incurred by him in connection with
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investigating or defending any such Losses; provided, however, that the
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Company will not indemnify or hold harmless the Seller from or against any
such Losses (i) that arise out of or are based upon any violation of any
federal or state securities laws, rules or regulations committed by the
Seller (or any agent, broker-dealer or underwriter engaged by him) or in
the case of a non-underwritten offering, any failure by the Seller to give
any purchaser of Registrable Shares at or prior to the written confirmation
of such sale, a copy of the most recent Prospectus or (ii) if the untrue
statement, omission or allegation thereof upon which such Losses or
expenses are based (x) was made in reliance upon and in conformity with the
information provided by or on behalf of the Seller specifically for use or
inclusion in the Registration Statement or any Prospectus, or (y) was made
in any Prospectus used after such time as the Company advised the Seller
that the filing of a post-effective amendment or supplement thereto was
required, except the Prospectus as so amended or supplemented, or (z) was
made in any Prospectus used after such time as the obligation of the
Company hereunder to keep the Registration Statement effective and current
has expired or been suspended hereunder.
(b) The Seller agrees to indemnify and hold harmless the Company, its
directors and officers and each person, if any, who controls the Company
within the meaning of either the Securities Act or the Exchange Act (the
"Company Indemnified Parties"), from and against any Losses, joint or
several, to which the Company Indemnified Parties may become subject,
insofar as such Losses (or actions in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the 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, in light
of the circumstances under which they were made, not misleading, if the
statement or omission was made in reliance upon and in conformity with the
information provided by or on behalf of the Seller specifically for use or
inclusion in the Registration Statement or any Prospectus, or (ii) the use
of any Prospectus after such time as the Company has advised the Seller
that the filing of a post-effective amendment or supplement thereto is
required, except the Prospectus as so amended or supplemented, or (iii) the
use of any Prospectus after such time as the obligation of the Company
hereunder to keep the Registration Statement effective and current has
expired or been suspended hereunder, or (iv) any violation by the Seller
(or any agent, broker-dealer or underwriter engaged by the Seller) of any
federal or state securities law or rule or regulation thereunder or in the
case of a non-underwritten offering, any failure by the Seller to give any
purchaser of Registrable Shares at or prior to the written confirmation of
such sale, a copy of the most recent Prospectus; and, subject to Section
6(c), the Seller will reimburse such Company Indemnified Parties for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such Losses. For purposes of clause (i) of
the preceding sentence and clause (ii) of the last sentence of Section
6(a), but without limiting the generality thereof, any information
concerning the Seller or plan of distribution included in any Registration
Statement or Prospectus which is provided to the Seller for his review
within a reasonable period before filing or use thereof and to which
information the Seller has not promptly
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provided written notice of objection to the Company shall be deemed to have
been provided by the Seller specifically for use in such Registration
Statement or Prospectus.
(c) Each party entitled to indemnification under this Section 6 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be
sought, and the Indemnifying Party may participate at its own expense in
the defense, or if it so elects, to assume the defense of any such claim
and any action or proceeding resulting therefrom, including the employment
of counsel and the payment of all expenses. The failure of any Indemnified
Party to give notice as provided herein shall not relieve the Indemnifying
Party from its obligations to indemnify such Indemnified Party, except to
the extent the Indemnified Party's failure to so notify actually prejudices
the Indemnifying Party's ability to defend against such claim, action or
proceeding. In the event that the Indemnifying Party elects to assume the
defense in any action or proceeding, the Indemnified Party shall have the
right to employ separate counsel in any such action or proceeding and to
participate in the defense thereof, but the fees and expenses of such
separate counsel shall be such Indemnified Party's expense unless (i) the
Indemnifying Party has agreed to pay such fees and expenses or (ii) the
named parties to any such action or proceeding (including any impleaded
parties) include an Indemnified Party and the Indemnifying Party, and such
Indemnified Party shall have been advised by counsel that there may be a
conflict of interest between such Indemnified Party and the Indemnifying
Party in the conduct of the defense of such action (in which case, if such
Indemnified Party notifies the Indemnifying Party in writing that it elects
to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not assume the defense of such action or
proceeding on such Indemnified Party's behalf, it being understood,
however, that the Indemnifying Party shall not, in connection with any one
such action or proceeding or separate but substantially similar or related
actions or proceedings arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys at any time for all Indemnified Parties,
which firm shall be designated in writing by the Seller or the Company as
the case may be). For purposes of the foregoing sentence, the term
"Indemnified Parties" shall be deemed to include any Seller who is an
Indemnified Party under a Registration Rights Agreement, dated the date
hereof, between such Seller and the Company. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of
the Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release
from all liability in respect to such claim or litigation. The Indemnifying
Party shall not be liable for any settlement of any such action or
proceeding effected without its written consent, but if settled with its
written consent, or if there be a final judgment for the plaintiff in any
such action or proceeding, the Indemnifying Party shall indemnify and hold
harmless the Indemnified Party from and against any loss or liability by
reason of such settlement or judgment.
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(d) If the indemnification provided for under this Section 6 is
unavailable to or insufficient to hold the Indemnified Party harmless under
subparagraphs (a) or (b) above in respect of any Losses referred to therein
for any reason other than as specified therein, then the Indemnifying Party
shall contribute to the amount paid or payable by such Indemnified Party as
a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by
the Indemnifying Party on the one hand and such Indemnified Party on the
other from the subject offering or distribution or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the
Indemnifying Party on the one hand and such Indemnified Party on the other
in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. The
relative benefits received by the Indemnifying Party on the one hand and
the Indemnified Party on the other hand shall be deemed to be in the same
proportion as the net proceeds of the offering or other distribution (after
deducting expenses) received by the Indemnifying Party bears to the net
proceeds of the offering or other distribution (after deducting expenses)
received by the Indemnified Party. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by (or omitted to be supplied
by) the Company or the Seller, the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement
or omission, the relative benefits received by each party from the sale of
the Registrable Shares and any other equitable considerations appropriate
under the circumstances. The amount paid or payable by an Indemnified
Party as a result of the Losses referred to above in this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred
by such Indemnified Party in connection with investigating or defending any
such action or claim. 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.
7. Notices. All notices, requests, demands, waivers and other
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communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered personally or mailed, certified or registered mail with
postage prepaid, or sent by telex, telegram or telecopier, as follows:
(a) if to the Company:
Tele-Communications, Inc.
0000 XXX Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention:Xxxxxxx X. Xxxxx, Esq.
Facsimile:(000) 000-0000
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(b) if to Seller:
Xxx X. Xxxxx
0000 Xxxx 00xx Xxxxxx
Xxxxx, XX 00000
Facsimile:(000) 000-0000
or to such other person or address as any party shall specify by notice in
writing to the other party. All notices and other communications given to a
party in accordance with the provisions of this Agreement shall be deemed to
have been given (i) three Business Days after the same are sent by certified or
registered mail, postage prepaid, return receipt requested, (ii) when delivered
by hand or transmitted by telecopy (answer back received) or (iii) one Business
Day after the same are sent by a reliable overnight courier service, with
acknowledgment of receipt requested. Notwithstanding the preceding sentence,
notice of change of address shall be effective only upon actual receipt thereof.
8. Amendment. Any provision of this Agreement may be amended or
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modified in whole or in part at any time by an agreement in writing among the
Company and the Seller, executed in the same manner as this Agreement. No
consent, waiver or similar act shall be effective unless in writing.
9. Entire Agreement. This Agreement constitutes the entire agreement
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among the parties hereto and supersedes all prior agreements and understandings,
oral and written, among the parties hereto with respect to the subject matter
hereof.
10. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
11. Governing Law. This Agreement shall be governed by and interpreted
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in accordance with the internal laws of the State of Colorado, without giving
effect to principles of conflicts of laws.
12. Assignment. The Seller may not assign his rights under this
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Agreement without the prior written consent of the Company, except to members of
Seller's family and trusts, partnerships and other entities primarily for their
benefit and that of the Seller. Subject to the foregoing, this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
TELE-COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
/s/ Xxx X. Xxxxx
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XXX X. XXXXX
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EXHIBIT A
The Registrable Shares may be sold by the Seller directly or through agents
designated from time to time or to or through broker-dealers designated from
time to time. To the extent required, any such agent or broker-dealer involved
in the offer and sale of the Registrable Shares and any applicable commissions,
discounts or other items constituting compensation to such agents or broker-
dealers will be set forth in a Prospectus Supplement.
The distribution of the Registrable Shares may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at prices determined on a negotiated or
competitive bid basis. Registrable Shares may be sold through a broker-dealer
acting as agent or broker for the Seller, or to a broker-dealer acting as
principal. In the latter case, the broker-dealer may then resell such
Registrable Shares to the public at varying prices to be determined by such
broker-dealer at the time of resale.
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