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EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and
entered into as of March 25, 1997 by and between Uranium Resources, Inc., a
Delaware corporation ("URI"), and Santa Fe Pacific Gold Corporation, a Delaware
corporation ("Santa Fe").
This Agreement is made pursuant to the Stock Exchange Agreement and
Plan of Reorganization, dated as of March 25, 1997 (the "Plan of
Reorganization") by and between URI and Uranco Inc. ("Uranco"). URI has agreed
to acquire all the issued and outstanding shares of Uranco from Santa Fe which
is the sole beneficial owner of all the issued and outstanding shares of such
company. As consideration for such acquisition, URI has issued to Santa Fe
1,200,000 shares of its Common Stock, par value $.001 per share (the "Common
Shares"). In order to induce Santa Fe to consent to the Plan of
Reorganization, URI has agreed, inter alia, to provide the registration rights
set forth in this Agreement, and the execution and delivery of this Agreement
is a condition precedent to consummation of the transactions contemplated by
the Plan of Reorganization.
The parties hereby agree as follows:
1. Definitions.
Capitalized terms used herein without definition shall have the
meaning set forth in the Plan of Reorganization.
"Commission" means the United States Securities and Exchange
Commission.
"Holder" means Santa Fe, so long as Santa Fe holds any Registrable
Securities, and any other holder of Registrable Securities to whom the
registration rights set forth in Sections 2 and 3 hereof have been transferred
pursuant to Section 11 (d) hereof.
"Person" means an individual, a corporation, a limited liability
company, a partnership, an association, a trust or any other entity or
organization.
"Registrable Securities" means (i) the Common Shares issued to Santa
Fe pursuant to the Plan of Reorganization and (ii) any other securities that
may be issued or distributed in respect of or in exchange for or in replacement
of such Common Shares by way of dividend, split, exchange or other
distribution, recapitalization or reclassification. For the purposes of this
Agreement, Registrable Securities will cease to be Registrable Securities when
(a) a registration statement covering such Registrable Securities has been
declared effective and they have been disposed of pursuant to such effective
registration statement, (b) they are distributed pursuant to Rule 144 (or any
similar provision then in force) under the Securities Act or (c) they have been
otherwise transferred and URI has delivered new certificates or other evidence
of ownership for them not subject to any stop transfer order or other
restriction on transfer and not bearing a legend restricting transfer.
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"Rule 144" shall mean Rule 144 as promulgated by the Commission under
the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the Commission.
"Securities Act" means the United States Securities Act of 1933, as
amended.
2. Demand Registration.
(a) Demand. Subject to the terms hereof, URI agrees that it will
(i) file a registration statement with respect to all or part of the
Registrable Securities held by a Holder within thirty days after the Holders of
not less than a majority in number of shares of Registrable Securities make a
written request to URI requesting such registration and specifying the intended
method of disposition of the Registrable Securities to be so registered under
the Securities Act (any such request being referred to as a "Registration
Request") and (ii) use its best efforts to effect such registration (including,
without limitation, filing post-effective amendments, appropriate
qualifications under applicable blue sky or other state securities laws, and
appropriate compliance with the Securities Act) as will permit or facilitate
the sale and distribution of all or such portion of such Registrable Securities
as are specified in such request; provided that such Registration Request is
made at any time on or after the expiration of twelve (12) months from the date
of this Agreement and on or prior to the third anniversary hereof (subject to
any increase in time pursuant to Section 2(b) below), provided further that URI
shall not be obligated to effect such registration unless such registration may
be made pursuant to a registration statement on Form S-3 (or any substitute
form the SEC may adopt) under the Securities Act; and provided further that URI
shall not be obligated to effect such registration if all of the Registrable
Securities to be included in such registration can, within thirty days of such
Registration Request, be sold pursuant to Rule 144.
The Company will use its best efforts to qualify for registration on
Form S-3.
Within ten days after receipt of such Registration Request, URI will
give written notice of such Registration Request to all Holders of Registrable
Securities, which notice shall offer such Holders the opportunity to include in
such registration statement such amount of Registrable Securities as each such
Holder may request, and URI will include in each such registration statement
all Registrable Securities with respect to which it has received written
requests for inclusion therein within ten business days following the date on
which such notice is given.
Subject to Section 3(e) and the last sentence of Section 5 hereof, URI
shall not be required to file more than three registration statements and
effect more than three registrations pursuant to this section (for purposes of
determining whether a registration statement has been filed, a Take-Down
pursuant to Section 3(c) shall count as a registration statement). For
purposes of the foregoing sentence, a registration shall not be deemed to have
been effected or a Take-Down made (i) unless and until such registration
statement has been declared effective under the Securities Act and either (A)
all Registrable Securities covered by such registration statement or Take-Down
have actually been sold or distributed pursuant thereto or (B) the period
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during which URI must keep such registration statement (including a Shelf
Registration during distribution of Registrable Securities after a Take-Down)
effective pursuant to paragraph (b) below shall have expired or (ii) if, after
such registration statement has become effective, such registration is
interfered with by any stop order, injunction, order or other requirement of
law or requirement of any governmental agency or court and, as a result
thereof, no Registrable Securities are actually sold or distributed pursuant to
such registration statement or Take-Down.
(b) Effectiveness, Etc. URI agrees to use its best efforts to
have such registration statement requested pursuant to Section 2(a) declared
effective under the Securities Act as soon as practicable after filing and to
keep such registration statement (as well as any Shelf Registrations during
distributions of Registrable Securities after a TakeDown pursuant to Section
3(c) hereof) continuously effective until ninety days after the effective date
(or the Take-Down Date, as applicable) or such earlier date at which the
distribution is completed. Notwithstanding the foregoing, if (i) the Board of
Directors of URI determines, in good faith, that such registration would be
materially detrimental to URI and the Board of Directors of URI concludes, as a
result, that it is essential to delay the filing of such registration
statement, and (ii) the Company shall furnish to the Holders a certificate
signed by the president of the Company stating that in the good faith judgment
of the Board of Directors of the Company, it would be materially detrimental to
the Company for such registration statement to be filed without delay and that
it is, therefore, essential to delay the filing of such registration statement,
then URI shall have the right to delay such filing but may not delay the filing
for a period of more than 90 days after receipt of the initial request. In the
event any filing is delayed, the two-year period during which demands pursuant
to Section 2(a) hereof may be made shall be extended by one day for every day
of delay.
URI further agrees, if necessary, to supplement or amend such
registration statement requested pursuant to Section 2(a) (as well as any
Take-Down pursuant to Section 3(c)), if required by (x) the registration form
utilized by URI for such registration statement or by the instructions
applicable to such registration form, (y) the Securities Act or the rules and
regulations thereunder or (z) the Holders of (or any underwriter(s) for) any
shares of the Registrable Securities covered by such registration statement
with respect to information concerning such Holders or underwriter(s). URI
agrees to furnish to the Holders of the Registrable Securities copies of any
such supplement or amendment prior to its being used or filed with the
Commission. URI will pay all Registration Expenses (as hereinafter defined) in
connection with such registration statements requested pursuant to Section
2(a), whether or not it becomes effective, and such Take-Downs pursuant to
Section 3(c).
(c) Right of Company or Security Holders to Piggyback. URI and
any of its security holders that have a contractual right to require URI to
register the sale or other disposition of Common Shares shall, subject to the
terms hereof, have the right to include common shares in any registration
statement under Section 2(a) or any Take-Down pursuant to Section 3(c), but
only if (i) the Holders of a majority of the Registrable Shares being
registered in such registration consent to such inclusion in writing and (ii)
if such registration is an underwritten
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offering, URI or such security holders, as applicable, agree in writing to sell
their securities on the same terms and conditions as apply to the Registrable
Securities being sold.
(d) Selection of Underwriters. If a requested registration
pursuant to this Section 2 or a Take-Down pursuant to Section 3(c) involves an
underwritten offering, the managing underwriters) thereof shall be selected by
the Holders of not less than a majority of the number of shares of the
Registrable Securities so to be registered.
(e) Priority in Requested Registrations. If a requested
registration pursuant to this Section 2 or a Take- Down pursuant to Section
3(c) involves an underwritten offering and the managing underwriter(s) shall
advise URI in writing (with a copy to each Holder of Registrable Securities
requesting registration) that, in the opinion of such managing underwriter(s),
the number of securities requested to be included by Holders in such
registration exceeds the number which can be sold in such offering within a
price range acceptable to the Holders of not less than a majority of the number
of shares of Registrable Securities requested to be included in such
registration, only that number of Registrable Securities which URI is so
advised can be sold in such offering at such acceptable price shall be
included, such Registrable Securities so included being allocated pro rata
among the Holders requesting such registration on the basis of the number of
such securities requested to be included by such Holders, and neither URI nor
any holder of Common Shares other than the Holders hereunder shall participate
in such requested registration, unless all Registrable Securities requested by
the Holders to be registered are included in the registration.
(f) Requested Underwritten Offerings. If requested by the
managing underwriter(s) for any underwritten offering by Holders of Registrable
Securities pursuant to a registration requested under this Section 2 or a
Take-Down pursuant to Section 3(c) (including for such purpose a "qualified
independent underwriter" required in connection with such offering by the rules
of the National Association of Securities Dealers, Inc.), URI will enter into
an underwriting agreement with respect to such offering, such agreement to be
reasonably satisfactory in substance and form to each, such Holder, URI and the
managing underwriter(s) and to contain such representations and warranties by
URI and such other terms as are generally prevailing in agreements of that
type, including, without limitation, indemnities to the effect and to the
extent provided in Section 7. The Holders of the Registrable Securities will
cooperate with URI in the negotiation of the underwriting agreement and will
give consideration to the requests of the managing underwriter(s) and the
reasonable suggestions of URI regarding the form thereof, provided that nothing
herein contained shall diminish the foregoing obligations of URI. The Holders
of Registrable Securities to be distributed by such underwriters shall be
parties to such underwriting agreement and may, at their option, require that
any or all of the representations and warranties by, and the other agreements
on the part of, URI to and for the benefit of such underwriters shall also be
made to and for the benefit of such Holders of Registrable Securities 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
such Holders of Registrable Securities. No such Holder of Registrable
Securities shall be required to make any representations or warranties to or
agreements with URI or the
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underwriters other than representations, warranties or agreements regarding
such Holder, such Holder's Registrable Securities and such Holder's intended
method of distribution and other representations required by law. Without
limiting the foregoing, in no event shall any Holder be required to make any
representation or warranty with respect to URI or its businesses or operations.
3. Piggyback Registration.
(a) Registration of Similar Securities. If at any time after the
first anniversary of the date of this Agreement and prior to the third
anniversary of the date of this Agreement URI proposes to file a registration
statement on Form S-3 or any other form under the Securities Act with respect
to an offering of Similar Securities (other than in connection with an exchange
offer or an offering of securities solely to existing shareholders of URI or a
delayed or continuous offering covered by Section 3(b) or (c) below) then URI
will promptly give to each Holder written notice thereof, which notice shall
state whether such registration will be in connection with an underwritten
offering (and, if not, shall identify the alternative plan of distribution) and
offer each such Holder the opportunity to include in such registration
statement and such underwritten offering such amount of Registrable Securities
as each such Holder may request prior to the anticipated filing date. The
Company shall use its best efforts to include in such registration (and any
related qualification under blue sky laws or other compliance), except as set
forth in Section 3(d) below, and in any underwriting involved therein, all the
Registrable Securities specified in a written request or requests made by any
Holder within ten (10) days after the written notice from the Company described
above is mailed or delivered by the Company. Such written request may specify
all or a part of a Holder's Registrable Securities. If such registration is in
connection with an underwritten offering or in connection with a transaction
pursuant to which securities are being sold to a purchaser or purchasers with a
view to the redistribution thereof, such Registrable Securities may only be
sold as part of such underwriting or transaction. If the anticipated filing
date is deferred by more than fifteen business days, URI shall promptly give
written notice of such new filing date to each Holder of Registrable
Securities, which notice shall offer each such Holder the opportunity to
include in such registration statement such amount of Registrable Securities as
each such Holder may request, provided such Holder makes such new request not
later than forty-eight hours prior to the new filing date. For purposes of
this Section 3(a), "Similar Securities' shall mean (i) URI's Common Stock, par
value $.001 per share, and (ii) any other class of URI's common equity
hereinafter authorized, but shall not include debt securities convertible into
any of the foregoing.
(b) Shelf Registrations. If URI proposes to file a registration
statement under the Securities Act with respect to an offering by URI of any
Similar Securities on a delayed or continuous basis (a 'Shelf Registration"),
then URI shall give written notice of such proposed filing to each Holder of
Registrable Securities at least twenty-five days before the anticipated filing
date, which notice shall offer each such Holder the opportunity to include in
such Shelf Registration such amount of Registrable Securities as each such
Holder may request at least five business days prior to the anticipated filing
date. In lieu of including the Registrable Securities in the same registration
statement in which URI's securities are included, the Registrable
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Securities may be included in a separate registration statement on the same
registration form filed no later than the date on which the registration
statement relating to the securities to be offered by URI is filed; provided,
however, that for purposes of this Agreement such separate registration
statement shall be deemed to be the same registration statement as that which
relates to the securities being offered by URI; and provided further that such
separate registration statement shall not be deemed a registration statement
for purposes of the penultimate sentence of Section 2(a). If the anticipated
filing date is deferred by more than fifteen business days, URI shall promptly
give written notice of such new filing date to each Holder of Registrable
Securities, which notice shall offer each such Holder the opportunity to
include such amount of Registrable Securities as each such Holder may request
if such Holder makes such new request at least five business days prior to the
new filing date.
(c) Shelf Registration Take-Downs. As soon as practicable and in
any event within forty-eight hours after receiving written notice (a "Take-Down
Notice") from the Holders of not less than a majority of the number of shares
of Registrable Securities covered by a Shelf Registration specifying the amount
and intended method of disposition of such Holders' Registrable Securities
under the Securities Act, URI shall notify the Holders whether any filing under
the Securities Act is required in connection with such disposition (a
"Take-Down") and shall make all required filings within (3) days after such
notification. The date such filings are made or the date of notification from
URI that no filing is required is referred to as a "TakeDown Date". Any
filings made by URI pursuant to this Section 3(c) in connection with a TakeDown
of Registrable Securities (or any notification that no such filing is required)
shall be deemed to be a filing of a registration statement for purposes of the
penultimate sentence of Section 2(a). No sales shall be made pursuant to a
Shelf Registration pursuant to Sections 3(b) and 3(C) except during the
ninety-day period (the "Take-Down Period") commencing on a TakeDown Date,
subject to Section 5(d) and the last paragraph of section 5.
(d) Underwritten Offering. URI shall use its best efforts to
cause the managing underwriter(s) of a proposed underwritten offering pursuant
to Section 3(a) to permit the Holders of Registrable Securities requested to be
included in the registration for such offering to include such Registrable
Securities in such offering on the same terms and conditions as any Similar
Securities of URI included therein. Upon request by URI or the managing
underwriter(s) made to the Holders of Registrable Securities requested to be
included in the registration for such proposed underwritten offering prior to
the effective date thereof, such Holders shall enter into underwriting
agreements with such underwriter or underwriters in customary form providing
for the inclusion of such Registrable Securities in such offering, on such
terms and conditions or, if any such Holders shall refuse to enter into any
such agreements, URI shall have the right to exclude from such registration all
(but not less than all) Registrable Securities of the Holders who shall have
refused to enter into such agreement. Notwithstanding the foregoing, if the
managing underwriter(s) of such offering inform the Holders of Registrable
Securities that the total amount of securities which such Holders, URI and any
other persons or entities intend to include in such offering is sufficiently
large to materially and adversely affect the success of such offering, then the
respective amounts of securities to be offered for the account of each Holder
of Registrable Securities and for the accounts of all other holders of
securities requesting
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registration shall be reduced pro rata, based on the number of such securities
requested to be included by each Holder of Registrable Securities and each
other holder, to the extent necessary to reduce the total amount of securities
to be included in such offering to the amount recommended by such managing
underwriter(s); provided that URI shall not be subject to such pro rata
reduction.
(e) Effectiveness, Etc., URI agrees to use its best efforts to
effect the registration and the sale of the Registrable Securities requested to
be registered pursuant to this Section 3 in accordance with the intended method
of disposition thereof as quickly as practical; except that URI may terminate
such registration (i) in its sole discretion and for any reason in the case of
a registration pursuant to Section 3(a); or (ii) upon not less than five days
notice to the Holders of Registrable Securities in the case of a registration
pursuant to Sections 3(b) and 3(c), if the Board of Directors of URI
determines, in good faith, that such registration would be seriously
detrimental to URI and the Board of Directors of URI concludes, as a result,
that such registration should not proceed. If URI terminates any registration
pursuant to the foregoing sentence during any Take-Down of Registrable
Securities pursuant to Section 3(c), no registration statement will be deemed
to have been filed or Take-Down deemed to have been made in connection
therewith for purposes of the penultimate sentence of Section 2(a).
(f) Availability of Rule 144. Notwithstanding this Section 3, URI
shall not be obligated to effect registration of any Registrable Securities if
all of such Registrable Securities to be included in such registration can,
within thirty days of such Registration Request, be sold pursuant to Rule 144
under the Securities Act.
4. Holdback Agreements.
(a) To the extent not inconsistent with applicable law, each
Holder of Registrable Securities constituting ten percent (10%) or more of the
outstanding Common Stock of URI agrees not to offer publicly or effect any
public sale or distribution of the issue being registered or of any similar
security of URI, or any securities convertible into or exchangeable or
exercisable for such securities, including a sale pursuant to Rule 144 (or any
similar provision then in force) under the Securities Act, during the seven
days prior to, and during the one hundred and eighty-day period beginning on
the effective date (or the commencement of a takedown in the case of a shelf
registered offering) of any registration statements relating to URI's
securities (except as part of such registration or take-down), if and to the
extent requested by URI in the case of a non-underwritten public offering in
which Registrable Securities of such Holder are included or if and to the
extent requested by the managing underwriter(s) in the case of an underwritten
public offering in which Registrable Securities of such Holder are included;
provided, however, that all officers and directors of the Company and holders
of at least one percent (1%) of the Company's voting securities are bound by
and have entered into similar agreements. Anything herein to the contrary
notwithstanding, under no circumstances shall any Holder of Registrable
Securities be precluded by the provisions of this Section 4 from offering
publicly or effecting any public sale or distribution of Registrable Securities
for more than one
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hundred and eighty-seven days out of any consecutive period of three hundred
and sixty-five days.
(b) URI agrees (i) not to effect any public sale or distribution
of its equity securities or securities convertible into or exchangeable or
exercisable for such equity securities during the seven days prior to the
effective date of any registration pursuant to Section 2 or Section 3 hereof
(except as part of such registration or pursuant to registrations on Form S-8
or any successor form to Form S-8) and during the period subsequent to such
effective date and prior to the completion of the sale by the Holders of all
Registrable Securities offered pursuant to such registration and (ii) to cause
each holder of its privately placed equity securities convertible into or
exchangeable or exercisable for such equity securities purchased from URI on or
after the date of this Agreement to agree not to effect any public sale or
distribution of any such securities during such period, including a sale
pursuant to Rule 144 (except as part of such registration, if permitted).
The obligations described in this Section 4 shall not apply to a
registration relating solely to employee benefit plans on Form S-1 or Form S-8
or similar forms that may be promulgated in the future or a registration
relating solely to a Commission Rule 145 transaction on Form S-4 or similar
forms that may be promulgated in the future.
5. Registration Procedures.
Subject to the provisions of Section 2 and 3 hereof, in connection
with the registration of Registrable Securities hereunder, URI will as
expeditiously as possible:
(a) furnish to each seller of Registrable Securities, prior to
filing a registration statement, copies of such registration statement as
proposed to be filed, and thereafter such number of copies of such registration
statement, each amendment and supplement thereto (in each case including all
exhibits thereto), the prospectus included in such registration statement
(including each preliminary prospectus) and such other documents in such
quantities as such seller may reasonably request from time to time in order to
facilitate the disposition of the Registrable Securities owned by such seller;
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;
(c) use its best efforts to keep such registration effective for a
period of ninety (90) days or until the Holder or Holders have completed the
distribution described in the registration statement relating thereto,
whichever first occurs; provided, however, that (i) such 90-day period shall be
extended for a period of time equal to the period the Holder refrains from
selling any securities included in such registration at the request of an
underwriter of Common Stock (or other securities) of the Company; and (ii) in
the case of any registration of Registrable Securities
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on Form S-3 which are intended to be offered on a continuous or delayed basis,
such 90-day period shall be extended, if necessary, to keep the registration
statement effective until all such Registrable Securities are sold, provided
that Rule 145, or any successor rule under the Securities Act, permits an
offering on a continuous or delayed basis, and provided further that applicable
rules under the Securities Act governing the obligation to file a
post-effective amendment permit, in lieu of filing a post-effective amendment
that (1) includes any prospectus required by Section 10(a)(3) of the Securities
Act or (II) reflects facts or events representing a material or fundamental
change in the information set forth in the registration statement, the
incorporation by reference of information required to be included in (1) and
(111) above to be contained in periodic reports filed pursuant to Section 13 or
15(d) of the Exchange Act in the registration statement;
(d) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions
as any seller of Registrable Securities reasonably requests and do any and all
other acts and things which may be reasonably necessary or advisable to enable
such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller; except that URI will not be
required to (i) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this paragraph (b), (ii)
subject itself to taxation in any such jurisdiction or (iii) consent to general
service of process in any such jurisdiction;
(e) use its best efforts to cause the Registrable Securities
covered by such registration statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary by virtue
of the business and operation of URI to enable the seller or sellers thereof to
consummate the disposition of such Registrable Securities;
(f) notify each seller of such Registrable Securities, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement 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 URI
will promptly prepare and furnish to each seller a reasonable number of copies
of a supplement or amendment to such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus 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 in light of the circumstances then existing;
provided, however, that URI shall have no obligations pursuant to this Section
5(d) in the cases of a registration pursuant to Sections 3(b) and 3(c) except
during the period beginning on the date of the company's receipt of a Take-Down
Notice and ending on the earlier of (i) the sale of all Registrable Securities
being sold pursuant to such Take-Down, and (H) the end of the TakeDown Period
(as it may be extended pursuant to the last paragraph of Section 5);
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(g) use its best efforts to cause all such Registrable Securities
to be listed (i) on each securities exchange on which similar securities issued
by URI are then listed, or (H) if no such similar securities are then listed,
on the Nasdaq National Market System;
(h) enter into customary agreements (including an underwriting
agreement in customary form) in form reasonably necessary to effect the offer
and sale of Common Stock and take such other actions as are reasonably required
in order to expedite or facilitate the disposition of such Registrable
Securities;
(i) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other agent retained by
any such seller or underwriter (collectively, the "Inspectors"), all financial
and other records, pertinent corporate documents and properties of URI and its
Subsidiaries (collectively, the "Records") as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the
officers, directors and employees of URI to supply all information reasonably
requested by any such Inspector in connection with such registration statement.
Records which URI determines, in good faith, to be confidential and which it
notifies the Inspectors are confidential shall not be disclosed by the
Inspectors unless (i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in the registration statement and either (A)
such registration has not been terminated or delayed pursuant to the provisions
of Section 2 or 3 hereof, as the case may be, or (B) sales have been
consummated pursuant to such registration statement by any seller of
Registrable Securities or (ii) the release of such Records is ordered pursuant
to a subpoena or other order from a court of competent jurisdiction. Each
seller of Registrable Securities shall use reasonable efforts, prior to any
such disclosure by such seller's Inspector, to inform URI that such disclosure
is necessary to avoid or correct a misstatement or omission in the registration
statement. Each seller of Registrable Securities further agrees that it will,
upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to URI and allow URI, at the expense of URI, to
undertake appropriate action to prevent disclosure of the Records deemed
confidential;
(j) in the event such sale is pursuant to an underwritten public
offering, use its best efforts to obtain a letter of the kind contemplated by
the Statement of Auditing Standards No. 72, "Letters For Underwriters and
Certain Other Requesting Parties," promulgated by the American Institute of
Certified Public Accountants (an "AICPA Letter") from the independent public
accountants for URI in customary form and covering such matters of the type
customarily covered by such letters as the Holders of a majority of the number
of shares of the Registrable Securities being sold reasonably request;
(k) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission, and to make available to its security
holders, as soon as reasonably practicable, an earning statement covering a
period of at least twelve months, beginning with the first month after the
effective date of the registration statement, which earning statement shall
satisfy the provisions of Section II (a) of the Securities Act and Rule 158
thereunder; and
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(l) provide a transfer agent and registrar for all Registrable
Securities registered pursuant to such registration statement and a CUSIP
number for all such Registrable Securities, in each case not later than the
effective date of such registration.
URI may require each seller of Registrable Securities as to which any
registration is being effected to furnish to URI such information regarding
such seller or the distribution of such securities as URI may from time to time
reasonably request in writing, in each case only as required by the Securities
Act.
Each Holder of Registrable Securities agrees that, upon receipt of any
notice from URI of the happening of any event of the kind described in Section
5(d) hereof, such Holder shall forthwith discontinue disposition of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until such Holder's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 5(d) hereof (the "Blackout Period"),
and, if so directed by URI, such Holder will deliver to URI (at the expense of
URI) all copies, other than permanent file copies then in such Holder's
possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice. In the event URI shall give any such
notice in connection with a registration statement, URI shall keep such
registration statement effective (or shall extend the Take-Down Period, as
applicable) for the period commencing on the date when each such seller of
Registrable Securities covered by such registration statement shall have
received the copies of the supplemented or amended prospectus contemplated by
Section 5(d) hereof and continuing thereafter for a number of days equal to the
number of days which were remaining in the period during which URI was
otherwise required to keep such registration statement effective pursuant to
Section 2(b) (or for a number of days equal to the number of days which were
remaining in the Take-Down Period, as applicable) on the date when URI gave
such notice pursuant to Section 5(d) hereof. In the event any Blackout Period
substantially prejudices the successful completion of the distribution of
Registrable Securities, or in any event extends for a period in excess of rive
days, then there shall not be deemed to have been a filing of a registration
statement or the use of a Take-Down in connection with such distribution for
the purposes of the penultimate sentence of Section 2(a).
6. Registration Expenses.
All expenses (other than underwriting discounts and commissions
attributable to the Registrable Securities and other than fees and
disbursements of more than one counsel for the selling Holders) incident to the
performance of or compliance with this Agreement by URI, including, without
limitation, all registration and filing fees (including, without limitation,
fees of the Commission and the National Association of Securities Dealers,
Inc.), fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities), rating agency fees, printing
expenses, messenger and delivery expenses, internal expenses (including,
without limitation, all expenses of its officers and employees performing legal
or accounting duties), the fees and expenses incurred in connection with the
listing of the securities to be registered on each securities exchange on which
similar securities issued by URI are then listed, fees and
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disbursements of counsel for the underwriters and of one counsel for the
selling Holders, fees and disbursements of counsel for URI and its independent
certified public accountants (including the expenses of any special audit or
AICPA Letter required by or incident to such performance), the cost of
securities acts liability insurance (if the underwriters so require or URI
elects to obtain such insurance), the fees and expenses of any special experts
retained by URI in connection with such registration and the fees and expenses
of other persons retained by URI (all such expenses being herein called
"Registration Expenses"), will be borne by URI. AU underwriting discounts,
selling commissions and stock transfer taxes applicable to the sale of
Registrable Securities shall be borne by the Holders of such securities pro
rata on the basis of the number of shares of securities so registered on their
behalf, as shall any other expenses in connection with the registration
required to be borne by the Holders of such securities. Any Holder who retains
counsel other than or in addition to the one counsel for the Holders whose fees
and disbursements are included within Registration Expenses shall pay the fees
and disbursements of such other or additional counsel.
7. Indemnification: Contribution.
(a) Indemnification by URI. URI agrees to indemnify, to the full
extent permitted by law, each Holder of Registrable Securities included in
any registration statement pursuant to Section 2 or 3 hereof, its officers,
directors legal counsel and accountants and each person who controls, is
controlled by or under common control with (within the meaning of the
Securities Act) each such Holder, officer, director, legal counsel and
accountants, and each underwriter and each person who controls, is controlled
by or under common control with any underwriter, against all losses, claims,
damages, liabilities and expenses (including attorneys' fees and other expenses
incurred in connection with investigating or defending any such claims) arising
out of or based on any untrue or alleged untrue statement of material fact
contained in any registration statement, or any prospectus, preliminary
prospectus contained therein, or any amendment or supplement thereto, or in any
other document incident to any such registration, or based on any omission or
alleged omission to state in any such document a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of the Securities Act or any rule or regulation
thereunder applicable to the Company and relating to action or inaction
required of the Company in connection with any such registration, and will
reimburse each such Holder, each of its officers, directors, legal counsel and
accountants and each person controlling, controlled by or under common control
with such Holder, each such underwriter, and each person controlling,
controlled by or under common control with any such underwriter, for any legal
and any other expenses reasonably incurred in connection with investigating and
defending or settling any such claim, loss, damage, liability or action,
provided that the Company will not be liable in any such case to the extent
that any such claim, loss, damage, liability or expense arises out of or is
based on any such untrue statement or omission or alleged untrue statement or
omission based upon information furnished in writing to URI by or on behalf of
a Holder or underwriter expressly for use therein or (ii) the fact that a
Holder or underwriter sold Registerable Securities to a Person to whom there
was not sent or given a copy of the prospectus as amended or supplemented to
the date of such sale at or prior to the confirmation of such sale.
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Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement
entered into in connection with the underwritten public offering are in
conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
(b) Indemnification by Holders of Registrable Securities. In
connection with any registration statement in which a Holder of Registrable
Securities is participating, each such Holder will furnish to URI in writing
such information with respect to such Holder as URI reasonably requests for use
in connection with any such registration statement, or any prospectus or
preliminary prospectus contained therein, or any amendment or supplement
thereto, and agrees to indemnify, to the extent permitted by law, URI, its
directors and officers and each person who controls URI (within the meaning of
the Securities Act) against any losses, claims, damages, liabilities and
expenses caused by any untrue or alleged untrue statement of a material fact
contained in any such registration statement, or any prospectus or preliminary
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, to
the extent, but only to the extent, that such untrue statement or omission is
contained in any information with respect to such Holder provided by such
Holder for use in the preparation of such registration statement.
Notwithstanding anything to the contrary in this Agreement, in no event shall
any indemnification provided hereunder by the Holder(s) of Registrable
Securities in connection with any registration thereof exceed the amount of
proceeds received by such Holder(s) in connection with such registration.
(c) Conduct of Indemnification Proceedings. Any person entitled
to indemnification hereunder shall give prompt written notice to the
indemnifying party after the receipt by such person of actual knowledge of any
claim as to which such person may claim indemnification or contribution
pursuant to this Agreement and, unless in the reasonable judgment of such
indemnified party a conflict of interest may exist between such indemnified
party and the indemnifying party with respect to such claim, permit the
indemnifying party to assume, and the indemnifying party shall assume, the
defense of such claim with counsel reasonably satisfactory to such indemnified
party, and the indemnified party may participate in such defense at its own
expense. Failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under this Section
7, to the extent such failure is not prejudicial. If the indemnifying party is
not entitled to assume the defense of a claim, it will not be obligated to pay
the fees and expenses of more than one counsel for the indemnified parties with
respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any
other of such indemnified parties with respect to such claim, in which event
the indemnifying party shall be obligated to pay the fees and expenses of such
additional counsel or counsels. The indemnifying party will not be subject to
any liability for any settlement made without its consent. No indemnifying
party, in the defense of any such claim or litigation, shall, except with the
consent of each indemnified party, consent to the entry of any judgment or
enter into any settlement that 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.
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(d) Contribution. If the indemnification provided for in this
Section 7 from the indemnifying party is held by a court of competent
jurisdiction to be unavailable to an indemnified party hereunder in respect of
any losses, claims, damages, liabilities or expenses referred to therein, then
the indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or the omission to state a material fact, has been made by,
or relates to information supplied by, such indemnifying party or indemnified
parties, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such action, statement or omission. The
amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject
to the limitations set forth in Section 7(c) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with any investigation
or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. 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.
If indemnification is available under this Section 7, the indemnifying
parties shall indemnify each indemnified party to the full extent provided in
Section 7(a) and (b) hereof without regard to the relative fault of said
indemnifying party or indemnified party or any other equitable consideration
provided for in this Section 7(d).
Notwithstanding anything to the contrary in this Agreement, in no
event shall the amount contributed hereunder by the Holder(s:) of Registrable
Securities in connection with any registration thereof exceed the amount of
proceeds received by such Holder(s) in connection with such registration.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with an underwritten public offering
conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
(f) The obligations of the parties under this Section 7 shall
survive the termination of this Agreement.
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8. Participation in Underwritten Registrations.
No person may participate in any underwritten registration thereunder
unless such person (a) agrees to sell such person's securities on the basis
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.
9. Rule 144; Current Reports.
With a view to making available to the Holders the benefits of Rule 144
promulgated under the Securities Act and any other rule or regulation of the
Commission that may at any time permit a Holder to sell securities of URI to the
public without registration, URI agrees to use its best efforts to:
(a) timely file all reports and other documents required to be
filed by it under the Securities Act and the Securities Exchange Act of 1934
(the "Exchange Act") and the rules and regulations adopted by the Commission
thereunder (or, if it is not required to file such reports, it will make
publicly available at all times such information as will enable the Holders of
Registrable Securities to sell any Registrable Securities held by them without
registration under the Securities Act as described in this section 9);
(b) take such further action as any Holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by (i) Rule
144 under the Securities Act, as such Rule may be amended from time to time, or
(ii) any similar rule or regulation hereafter adopted by the Commission; and
(c) furnish to any Holder so long as such Holder owns any of the
Registrable Securities forthwith upon request a written statement by URI that
it has complied with the reporting requirements of Rule 144, the Securities Act
and the Exchange Act (at any time during which it is subject to such reporting
requirements), a copy of the most recent annual or quarterly report of URI, and
such other reports and documents so filed by URI as may be reasonably requested
in availing any Holder of any rule or regulation of the Commission permitting
the selling of any such securities without registration.
10. Termination of URI's Obligations.
URI's obligations pursuant to Sections 2 and 3 hereof shall terminate
on the date on which all Registrable Securities (other than Registrable
Securities acquired by URI or any affiliate of URI) can be freely sold by the
Holder thereof without registration under the Securities Act to a transferee,
who (unless an affiliate of URI) would be able to sell freely such Common Share
without further registration under the Securities Act.
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11. Miscellaneous.
(a) No Inconsistent Agreements. URI will not hereafter enter into
any agreement with respect to its securities which is inconsistent with the
rights granted to the Holders of Registrable Securities in this Agreement or
which provides to any other person more favorable registration rights than
those provided herein to the Holders of Registrable Securities. URI is not a
party to any existing agreement with respect to any of its securities which is
inconsistent with the rights granted to the holders of Registrable Securities
in this Agreement or which provides to any other person more favorable
registration rights than those provided herein to the Holders of Registrable
Securities. Anything in this Agreement to the contrary notwithstanding, (i)
URI shall not be prohibited from entering into other agreements providing for
registration rights with respect to its securities, which agreements may
contain restrictions no less favorable to URI than those contained in Section
4(b) hereof, (ii) URI shall not be prohibited from entering into underwriting
agreements, which underwriting agreements may contain usual and customary
restrictions prohibiting URI from filing registration statements for stated
periods of time not to exceed 180 days and (iii) URI's obligation to file a
registration statement pursuant to Section 2 or effect a Take-Down pursuant to
Section 3(c) shall be suspended during any period of time in which any such
agreement or underwriting agreement prohibits URI from doing so.
(b) Amendments and Waivers. Except as otherwise provided herein,
the provisions of this Agreement may not be amended, modified or supplemented,
and waivers or consents to or departures from the provisions hereof may not be
given unless URI has obtained the written consent of Holders of at least a
majority in number of shares of the Registrable Securities then outstanding
affected by such amendment, modification, waiver or departure, but in no event
shall the obligation of any Holder hereunder be materially increased, except
with the written consent of such Holder.
(c) Notices. All notices and other communications provided for or
permitted hereunder shall be made by hand delivery, facsimile, nationally
recognized courier or first-class mail postage prepaid:
(i) if to a Holder of Registrable Securities, as
indicated below or at such other address as such Holder or assignee
shall have furnished to the Company in writing:
Santa Fe Pacific Gold Corporation
0000 Xxxxxx Xxxxxxxxx XX
Albuquerque, New Mexico 871 10
Attention: Xxxxx Xxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
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(ii) if to URI at its address set forth below or at such
other address as the Company shall have furnished the Holders in
writing:
Uranium Resources, Inc.
00000 Xxxxx Xxxxx
Xxxxx 0000, Xxx 00
Xxxxxx, Xxxxx 00000
Attention: President
Telephone: 000-000-0000
Facsimile: 000-000-0000
All such notices and communications shall be deemed to have been duly
given: when delivered, if by hand, overnight courier or mail; and when
transmitted, if by telecopy.
(d) Successors and Assigns; Transfer of Registration Rights. The
registration rights set forth in this Agreement may be transferred by a Holder
only to a transferee or assignee of not less than 100,000 shares of Registrable
Securities (as presently constituted and subject to subsequent adjustments for
stock splits, stock dividends, reverse stock splits, and the like), provided,
however, that URI is given written notice of such transfer at or within a
reasonable time after said transfer or assignment, stating the name and address
of each transferee or assignee and identifying the securities with respect to
which the rights are being transferred or assigned, and, provided further, that
the transferee or assignee of such rights assumes in writing the obligations of
such Holder under this Agreement.
(e) Delay of Registration. No Holder shall have any right to take
any action to restrain, enjoin, or otherwise delay any registration as the
result of any controversy that might arise with respect to the interpretation
or implementation of the Agreement.
(f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(g) Headings. The headings to this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.
(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of New Mexico applicable to
contracts to be performed wholly within New Mexico, without regard to conflicts
of law principles. Any Holder of Registrable Securities may bring any action
or proceeding to enforce or arising out of this Agreement in any court of
competent jurisdiction. If such Holder commences such an action in a court
located in the County of Bernalillo, State of New Mexico, or the United States
District Court for the District of New Mexico, URI hereby agrees that it will
submit to the personal jurisdiction of such courts and will not attempt to have
such action dismissed, abated or transferred on the
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ground of forum non convenience; provided, however, that nothing contained
herein shall prohibit URI from seeking, by appropriate motion, to remove an
action brought in a New Mexico state court to the United States District Court
for the District of New Mexico. If such action is so removed, however, URI
shall not seek to transfer such action to any other district, nor shall URI
seek to transfer to any other district any action which such Holder originally
commenced in such federal court. Any action or proceeding brought by URI to
enforce or arising out of this Agreement shall be brought solely in a court of
competent jurisdiction located in the County of Bernalillo, State of New
Mexico, or in the United States District Court for the District of New Mexico.
URI agrees that a summons and complaint or equivalent documents
commencing an action or proceeding in any court shall be validly and properly
served and shall confer personal jurisdiction over URI if served to the
President of URI, whom URI hereby designates and appoints as URI's authorized
agent to accept and acknowledge on its behalf service of any and all process
which may be served in such action or proceeding in any such court. URI shall
be sent, by certified mail, a copy of such summons and complaint at the time of
service upon such agent; provided, however, that any such copy shall be sent
solely as a courtesy to URI and its failure to receive such copy shall in no
way affect the validity and propriety of the service made on URI through such
agent, as above provided. URI waives any objection which it may now or
hereafter have to venue of any such action or proceeding, and waive any right
to seek removal of any action or proceeding commenced in accordance herewith.
(i) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any
way impaired thereby, it being intended that any of the rights and privileges
of Santa Fe shall be enforceable to the fullest extent permitted by law.
(j) Entire Agreement. This agreement is entered into by the
parties in connection with a transaction involving the transfer of common stock
of Uranco owned by Santa Fe to URI in exchange for common stock of the Company,
the grant by URI to Santa Fe of registration rights with respect to the stock
of URI to be issued to Santa Fe, the grant by Santa Fe to Uranco of a license
to explore and an option to purchase in exchange for certain commitments by
Uranco, and the guarantee by URI of certain obligations of Uranco to Santa Fe.
In order to effect this transaction, certain of the parties have
contemporaneously entered into certain agreements, specifically, the Stock
Exchange Agreement and Plan of Reorganization (URI and Uranco), the Agreement
of Santa Fe as Uranco Shareholder and Guarantee of URI (Santa Fe and URI); the
License to Explore and Option to Purchase (Santa Fe and Uranco); and the
Registration Rights Agreement (Santa Fe and URI). All of such agreements,
together with all exhibits or schedules thereto and documents delivered
pursuant thereto, contain the entire agreement among the parties with respect
to the contemplated transaction, and shall supersede all previous writings and
all previous or contemporaneous oral negotiations, commitments, and
understandings.
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(k) Attorneys' Fees. In any action or proceeding brought to
enforce any provision of this Agreement, or where any provision hereof is
validly asserted as a defense, the prevailing party shall be entitled to
recover reasonable attorneys' fees in addition to any other available remedy.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
URANIUM RESOURCES, INC.
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxx
---------------------------------
Title: President
--------------------------------
SANTA FE PACIFIC GOLD CORPORATION
By: /s/ X.X. Xxxxx
-----------------------------------
Name: X.X. Xxxxx
---------------------------------
Title: Vice President and Chief
Financial Officer
--------------------------------
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