Exhibit 7
REGISTRATION RIGHTS AGREEMENT
DATED AS OF FEBRUARY 25, 1997
BY AND AMONG
CONCORDE CAREER COLLEGES, INC.,
XXXXXX XXXXXXX STRATEGIC PARTNERS FUND, L.P.
AND
STRATEGIC ASSOCIATES, L.P.
TABLE OF CONTENTS
SECTION 1 Registration Rights .................................... 1
1.1 Demand Registration Rights. ....................... 1
1.2 "Piggyback" Registration Rights. .................. 2
1.3 Terms and Conditions of Registration or
Qualification. .................................... 2
1.4 Exceptions to Registration Obligations. ........... 6
1.5 Indemnity. ........................................ 6
SECTION 2 Miscellaneous .......................................... 9
2.1 Additional Actions and Documents. ................. 9
2.2 No Assignment. .................................... 9
2.3 Entire Agreement; Amendment. ...................... 9
2.4 Limitation on Benefits. ........................... 9
2.5 Binding Effect. ................................... 9
2.6 Governing Law. .................................... 10
2.7 Notices. .......................................... 10
2.8 Headings. ......................................... 11
2.9 Execution in Counterparts. ........................ 11
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of February
25, 1997, by and among CONCORDE CAREER COLLEGES, INC., a Delaware corporation
(the "Company"), XXXXXX, XXXXXXX STRATEGIC PARTNERS FUND, L.P., a limited
partnership organized under the laws of the State of Delaware, and STRATEGIC
ASSOCIATES, L.P., a limited partnership organized under the laws of the State of
Delaware (collectively, the "Purchasers").
WHEREAS, the Company and the Purchasers have entered into Debenture and
Warrant Purchase Agreements, dated as of February 25, 1997 (the "Debenture
Purchase Agreements");
WHEREAS, pursuant to the Debenture Purchase Agreements, the Company and the
Purchasers desire to enter into this Agreement to provide Purchasers with
certain stock registration rights and to address related matters;
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, the parties agree as follows:
SECTION 1
Registration Rights
1.1 Demand Registration Rights. At any time after the date hereof but
excluding the period beginning December 1 and ending March 1 in any year,
Purchasers may request, in writing, registration for sale under the Securities
Act of 1933, as amended (the "Act"), of all or at least 500,000 shares of the
Common Stock, par value $0.10 per share, of the Company (the "Shares") then held
by Purchasers or issuable to Purchasers upon exercise of the Warrants of even
date herewith, issued by the Company to Purchasers pursuant to the Debenture
Purchase Agreements. The Company shall thereafter, as expeditiously as
practicable, use its reasonable best efforts (i) to prepare and file with the
Securities and Exchange Commission (the "SEC") under the Act, a registration
statement on the appropriate form (using Form S-3 or other "short form," if
available and advised by counsel) covering all of the Shares specified in the
demand request, within 60 days after the date of such request (45 days in the
case of a Form S-3) and (ii) to cause such registration statement to be declared
effective. The Purchasers shall select the underwriter of any offering pursuant
to a registration statement filed pursuant to this Section 1.1, subject to the
approval of the Company, which approval shall not be unreasonably withheld. Any
selected underwriter shall be a well-recognized firm in good standing. The
Company shall not be required to comply with more than one (1) request by
Purchasers for demand registration ("Demand Registration") pursuant to this
Section 1.1. A demand registration shall not count as such until a registration
statement becomes effective; provided, that if, after it has become effective,
the offering pursuant to the registration statement is interfered with by any
stop order, injunction or other order or requirement of the SEC or any other
governmental authority, such registration be deemed not to have been effected
unless such stop order, injunction or other order shall subsequently have been
vacated or otherwise removed.
1.2 "Piggyback" Registration Rights. Subject to applicable stock exchange
rules and securities regulations, at least 30 days prior to any public offering
of any of its Common Stock for the account of the Company or any other person
(other than a registration statement on Form S-4 or S- 8 (or any successor forms
under the Securities Act) or other registrations relating solely to employee
benefit plans or any transaction governed by Rule 145 of the Securities Act),
other than pursuant to the exercise of any Demand Registration pursuant to
Section 1.1, the Company shall give written notice of such proposed filing and
of the proposed date thereof to Purchasers and if, on or before the twentieth
(20th) day following the date on which such notice is given, the Company shall
receive a written request from Purchasers requesting that the Company include
among the securities covered by such registration statement any Shares of Common
Stock or Shares of Common Stock issued or issuable upon exercise of the Warrant
for offering for sale in a manner and on terms set forth in such request, the
Company shall include such Shares in such registration statement, if filed, so
as to permit such Shares to be sold or disposed of in the manner and on the
terms of the offering thereof set forth in such request. Each such registration
shall hereinafter be called a "Piggyback Registration." The Company shall select
the underwriters of any offering pursuant to a registration statement filed
pursuant to this Section 1.2, subject to the approval of the Purchasers, which
approval shall not be unreasonably withheld.
1.3 Terms and Conditions of Registration or Qualification. In connection
with any registration statement filed pursuant to Sections 1.1 or 1.2 hereof,
the following provisions shall apply.
(a) The obligations of the Company to use its reasonable best efforts
to cause the registration of Shares under the Securities Act are subject to the
limitation, condition and qualification that the Company shall be entitled to
postpone for a reasonable period of time (but not exceeding 90 days in any one
year period) the filing of any registration statement otherwise required to be
filed by it if the Company in good faith determines that such registration and
offering would (i) interfere with any financing, acquisition, corporate
reorganization or other material transaction or event involving the Company or
any of its subsidiaries or (ii) require premature disclosure thereof or of
conditions, circumstances or events affecting the Company or the Company's
industry which are not yet fully developed or ripe for disclosure, in which
event the Company shall promptly give the securityholders requesting
registration thereof written notice of such determination and an approximation
of the anticipated delay. If the Company shall so postpone the filing of a
registration statement, the Purchasers shall have the right to withdraw the
request for registration by giving written notice to the Company within 15 days
after receipt of the notice of postponement and, in the event of such
withdrawal, such request shall not be counted for purposes of the requests for
registration to which Purchasers are entitled under this Agreement.
(b) If the managing underwriter advises that the inclusion in such
registration or qualification of some or all of the Shares sought to be
registered exceeds the number (the "Saleable Number") that can be sold in an
orderly fashion or without adversely affecting the offering, then the number of
Shares offered shall be limited to the Saleable Number and shall be allocated as
follows:
(i) If such registration is being effected pursuant to a
Piggyback Registration under Section 1.2, (1) first, all the Shares the Company
(or in the exercise of demand registration rights, the selling stockholder(s)
exercising such rights) proposes to register and (2) second, the difference
between the Saleable Number and the number to be included pursuant to clause (1)
above, allocated first to the Purchasers pro rata on the basis of the relative
number of Shares offered for sale by each Purchaser; and
(ii) if such registration is being effected pursuant to a Demand
Registration other than in connection with the first public offering after the
date of this Agreement of Common Stock of the Company, (1) first, the entire
Saleable Number allocated first to the Purchasers on the basis of the relative
number of Shares offered for sale by Purchasers, and then among all other
selling securityholders pro rata on the basis of the relative number of Shares
offered for sale by each such securityholder and (2) second, the difference (if
positive) between the Saleable Number and the number to be included pursuant to
clause (1) above, allocated to the Company;
(iii) if such registration is being effected pursuant to a Demand
Registration pursuant to Section 1.1 and would be the first public offering of
Common Stock after the date of this Agreement and the Company wishes to sell,
for its own account, shares of Common Stock in such offering, then the Saleable
Number shall be allocated to the Purchasers, on one hand, and the Company, on
the other hand, equally, to the extent of the number of Shares offered by the
Purchasers.
(c) Purchasers will promptly provide the Company with such information
as the Company shall reasonably request in order to prepare such registration
statement and, upon the Company's request, each Purchaser shall provide such
information in writing and signed by such Purchaser and stated to be
specifically for inclusion in the registration statement. In the event that the
distribution of the Shares covered by the registration statement shall be
effected by means of an underwriting, the right of any Purchaser to include its
Shares in such registration shall be conditioned on such Purchaser's execution
and delivery of a customary underwriting agreement with respect thereto;
provided, however, that except with respect to information concerning such
holder and such Purchaser's intended manner of distribution of the Shares, no
Purchaser shall be required as a Purchaser exercising registration rights to
make any representations or warranties in such agreement as a condition to the
inclusion of its Shares in such registration.
(d) The Company shall bear all expenses in connection with the
preparation of any registration statement filed pursuant to Section 1.1,
including the fees and disbursements of one counsel for Purchasers.
(e) The Company shall bear all expenses in connection with the
preparation of any registration statement filed pursuant to Section 1.2,
excluding (A) the fees and disbursements of counsel for Purchasers, and (B) the
underwriting fees, discounts or commissions with respect to Shares of
Purchasers, which shall be borne by Purchasers.
(f) Following the effective date of such registration statement, the
Company shall, upon the request of Purchasers, forthwith supply such number of
prospectuses (including preliminary prospectuses and amendments and supplements
thereto) meeting the requirements of the Securities Act or such other securities
laws where the registration statement or prospectus has been filed and such
other documents as are referred to in the registration statement as shall be
requested by Purchasers to permit such Purchasers to make a public distribution
of their Shares, provided that Purchasers furnish the Company with such
appropriate information relating to such Purchasers' intentions in connection
therewith as the Company shall reasonably request in writing.
(g) The Company shall prepare and file such amendments and supplements
to such registration statement as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities Act or
such other securities laws where the registration statement has been filed with
respect to the offer and sale or other disposition of the shares covered by such
registration statement during the period required for distribution of the
Shares, which period shall not be in excess of six (6) months from the effective
date of such registration statement.
(h) The Company shall use its reasonable best efforts to register or
qualify the Shares of Purchasers covered by any such registration statement
under such securities or Blue Sky laws in such jurisdictions as Purchasers may
reasonably request; provided, however, that the Company shall not be required to
execute a general consent to service of process or to qualify to do business as
a foreign corporation in any jurisdiction where it is not so qualified in order
to comply with such request.
(i) In connection with any registration pursuant to Sections 1.1 and
1.2, the Company will as expeditiously as possible:
(A) cause the Shares 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 operations of the Company to
enable Purchasers to consummate the disposition of such Shares;
(B) notify each Purchaser at any time 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 the Company will prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the Purchasers of such Shares,
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;
(C) cause all Shares covered by the registration statement to be listed
on each securities exchange on which similar securities issued by the Company
are then listed and, unless the same already exists, provide a transfer agent,
registrar and CUSIP number for all such Shares not later than the effective date
of the registration statement;
(D) enter into such customary agreements (including an underwriting
agreement in customary form) and take all such other actions as Purchasers or
the underwriters retained by such holders, if any, reasonably request in order
to expedite or facilitate the disposition of such Shares;
(E) make available for inspection by any Purchaser, 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 the Company as shall be
necessary to enable them to exercise their due diligence responsibility, and
cause the Company's officers, directors and employees to supply all information
reasonably requested by any such Inspector in connection with such registration
statement, provided that such Inspectors shall have first executed and delivered
to the Company a confidentiality agreement in customary form protecting the
confidentiality of such information;
(F) obtain "cold comfort" letters and updates thereof from the
Company's independent public accountants and an opinion from the Company's
counsel in customary form and covering such matters of the type customarily
covered by "cold comfort" letters and opinion of counsel, respectively, as
Purchasers may reasonably request; and
(G) otherwise comply with all applicable rules and regulations of the
Commission, and make available to its securityholders, as soon as reasonably
practicable, an earnings statement covering a period of 12 months, beginning
within three months after the effective date of the registration statement,
which earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder.
(j) Each Purchaser agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section
1.3(i)(B), such holder will forthwith discontinue disposition of its Shares
pursuant to the registration statement covering such Shares until such
Purchaser's receipt of the copies of the supplemented or amended prospectus
contemplated by such Section 1.3(i)(B) and, if so directed by the Company, such
Purchaser will deliver to the Company (at the Company's expense) all copies,
other than permanent file copies then in such Purchaser's possession, of the
prospectus covering such Shares current at the time of receipt of such notice.
(k) Each Purchaser agrees not to effect any public sale or
distribution, including any sale pursuant to Rule 144 under the Securities Act,
of any Shares of Common Stock, and not to effect any such public sale or
distribution of any other equity security of the Company or of any security
convertible into or exchangeable or exercisable for any equity security of the
Company in each case, other than as part of an offering made pursuant to a
registration statement filed and affected by this Agreement during the 15
days prior to, and during the 90-day period (or such longer period as each
Purchaser agrees with the underwriter of such offering) beginning on the
effective date of such registration statement (except as part of such
registration) provided that each Purchaser has received written notice of such
registration at least 15 days prior to such effective date.
1.4 Exceptions to Registration Obligations. The Company shall not be
required to effect any registration of Shares pursuant to Section 1.1 or Section
1.2 hereof if either:
(a) it shall deliver to the Purchaser requesting such registration an
opinion of counsel in form reasonably satisfactory to such Purchaser to the
effect that all such Shares held by such Purchaser may be sold in the public
market without registration under the Securities Act (e.g., pursuant to Rule
144) and any applicable state securities laws; or
(b) it shall offer to purchase all the Shares sought by the Purchaser
to be registered, at a purchase price per Share equal to the average, over the
ten (10) trading days immediately after the Purchaser's request for Demand
Registration or Piggyback Registration, of the average on each such trading day
of the bid and ask price (or high and low sales price, if applicable) for a
share of Common Stock of the Company on the exchange or quotation system upon
which the Common Stock is traded or quoted.
1.5 Indemnity.
(a) In the event of the registration or qualification of any Shares of
the securityholders under the Securities Act or any other applicable securities
laws pursuant to the provisions of Sections 1.1 and 1.2, the Company agrees to
indemnify and hold harmless each Purchaser thereby offering such Shares for sale
(a "Seller"), underwriter, broker or dealer, if any, of such Shares, and each
other person, if any, who controls any such Seller, underwriter, broker or
dealer within the meaning of the Securities Act or any other applicable
securities laws, from and against any and all losses, claims, damages or
liabilities (or actions in respect thereof), joint or several, to which such
Seller, underwriter, broker or dealer or controlling person may become subject
under the Securities Act or any other applicable securities laws or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any registration statement under
which such Shares were registered or qualified under the Securities Act or any
other applicable securities laws, any preliminary prospectus or final prospectus
relating to such Shares, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or any violation by the Company of any rule or regulation under
the Securities Act or any other applicable securities laws applicable to the
Company or relating to any action or inaction required by the Company in
connection with any such registration or qualification and will reimburse each
such Seller, underwriter, broker or dealer and each such controlling person for
any legal or other expenses reasonably incurred by such Seller, underwriter,
broker or dealer or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or omission made in such registration statement, such preliminary
prospectus, such final prospectus or such amendment or supplement thereto or
violation in reliance upon and in conformity with written information furnished
to the Company by such Seller, underwriter, broker, dealer or controlling person
specifically and expressly for use in the preparation thereof; and provided,
further, that the Company shall not be liable to any person who participates as
an underwriter in the offering or sale of Shares or any other person, if any,
who controls such underwriter within the meaning of the Securities Act, in any
such case to the extent that any such loss, claim, damage, liability (or action
or proceeding in respect thereof) or expense arises out of such person's failure
to send or give a copy of the final prospectus, as the same may be then
supplemented or amended, to the person asserting an untrue statement or alleged
untrue statement or omission or alleged omission at or prior to the written
confirmation of the sale of Shares to such person if such statement or omission
was corrected in such final
prospectus so long as such final prospectus, and any amendments or supplements
thereto, have been furnished to such underwriter.
(b) In the event of the registration or qualification of any Shares of
Seller under the Securities Act or any other applicable securities laws for sale
pursuant to the provisions of Sections 1.1 and 1.2, each Seller, each
underwriter, broker and dealer, if any, of such Shares, and each other person,
if any, who controls any such Seller, underwriter, broker or dealer within the
meaning of the Securities Act, agrees severally, and not jointly to indemnify
and hold harmless the Company, each person who controls the Company within the
meaning of the Securities Act, and each officer and director of the Company from
and against any and all losses, claims, damages or liabilities (or actions in
respect thereof), joint or several, to which the Company, such controlling
person or any such officer or director may become subject under the Securities
Act or any other applicable securities laws or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement of any material fact contained in any
registration statement under which such Shares were registered or qualified
under the Securities Act or any other applicable securities laws, any
preliminary prospectus or final prospectus relating to such Shares, or any
amendment or supplement thereto, or arise out of or are based upon an untrue
statement or the omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading or any
violation by the Company of any rule or regulation under the Securities Act or
any other applicable securities laws applicable to the Company or relating to
any action or inaction required by the Company in connection with any such
registration or qualification, which untrue statement or omission or violation
was made therein in reliance upon and in conformity with written information
furnished to the Company by such selling securityholder, underwriter, broker,
dealer or controlling person specifically for use in connection with the
preparation thereof, and will reimburse the Company, such controlling person and
each such officer or director for any legal or any other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that no Seller will be
liable under this Section 1.4(b) for any amount in excess of the net proceeds
paid to such selling securityholder of Shares sold by it unless such liability
arises from such written information furnished to the Company with knowledge of
its misleading nature or an intent to defraud.
(c) Promptly after receipt by a person entitled to indemnification
under this Section 1.4 (an "indemnified party") of notice of the commencement of
any action or claim relating to any registration statement filed under Section
1.1 or 1.2 or as to which indemnity may be sought hereunder, such indemnified
party will, if a claim for indemnification hereunder in respect thereof is to be
made against any other party hereto (an "indemnifying party"), give written
notice to such indemnifying party of the commencement of such action or claim,
but the omission to so notify the indemnifying party will not relieve the
indemnifying party from any liability that it may have to any indemnified party
otherwise than pursuant to the provisions of this Section 1.4 and shall also not
relieve the indemnifying party of its obligations under this Section 1.4 except
to the extent that the indemnifying party is actually prejudiced thereby. In
case any such action is brought against an indemnified party, and it notifies an
indemnifying party of the commencement thereof, the indemnifying party will be
entitled (at its own expense) to participate in and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense, with counsel reasonably satisfactory to such indemnified party, of
such action and/or to settle such action and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party for
any legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof, other than the reasonable cost of
investigation; provided, however, that no indemnifying party shall enter into
any settlement agreement without the prior written consent of the indemnified
party unless such indemnified party is fully released and discharged from any
such liability. Notwithstanding the foregoing, the indemnified party shall have
the right to employ its own counsel in any such case, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (A) the
employment of such counsel shall have been authorized in writing by the
indemnifying party in connection with the defense of such suit, action, claim or
proceeding, (B) the indemnifying party shall not have employed counsel
(reasonably satisfactory to the indemnified party) to
take charge of the defense of such action, suit, claim or proceeding, or (C)
such indemnified party shall have reasonably concluded, based upon the advice of
counsel, that there may be defenses available to it that are different from or
additional to those available to the indemnifying party which, if the
indemnifying party and the indemnified party were to be represented by the same
counsel, could result in a conflict of interest for such counsel or materially
prejudice the prosecution of the defenses available to such indemnified party.
If any of the events specified in clauses (A), (B) or (C) of the preceding
sentence shall have occurred or shall otherwise be applicable, then the fees and
expenses of one counsel or firm of counsel selected by a majority in interest of
the indemnified parties (and reasonably acceptable to the indemnifying party)
shall be borne by the indemnifying party. If, in any such case, the indemnified
party employs separate counsel, the indemnifying party shall not have the right
to direct the defense of such action, suit, claim or proceeding on behalf of the
indemnified party and the indemnified party shall assume such defense and/or
settle such action; provided, however, that an indemnifying party shall not be
liable for the settlement of any action, suit, claim or proceeding effected
without its prior written consent, which consent shall not be unreasonably
withheld.
SECTION 2
Miscellaneous
2.1 Additional Actions and Documents. Each of the parties hereto hereby
agrees to use its good faith best efforts to bring about the consummation of
this Agreement, and to take or cause to be taken such further actions, to
execute, deliver and file or cause to be executed, delivered and filed such
further documents and instruments, and to obtain such consents, as may be
necessary or as may be reasonably requested in order to fully effectuate the
purposes, terms and conditions of this Agreement.
2.2 No Assignment. The right of Purchasers herein are personal and may not
be assigned or transferred to any third party without the Company's prior
express written consent.
2.3 Entire Agreement; Amendment. This Agreement, including the other
writings referred to herein or delivered pursuant hereto, constitutes the entire
agreement among the parties hereto with respect to the transactions contemplated
herein, and it supersedes all prior oral or written agreements, commitments or
understandings with respect to the matters provided for herein. No amendment,
modification or discharge of this Agreement shall be valid or binding unless set
forth in writing and duly executed by the party against whom enforcement of the
amendment, modification, or discharge is sought.
2.4 Limitation on Benefits. It is the explicit intention of the parties
hereto that no person or entity other than the parties hereto (and their
respective successors and assigns) is or shall be entitled to bring any action
to enforce any provision of this Agreement against any of the parties hereto,
and the covenants, undertakings and agreements set forth in this Agreement shall
be solely for the benefit of, and shall be enforceable only by, the parties
hereto or their respective successors and assigns.
2.5 Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.
2.6 Governing Law. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of Delaware (excluding the choice
of law rules thereof).
2.7 Notices. All notices, demands, requests, or other communications which
may be or are required to be given, served, or sent by any party to any other
party pursuant to this Agreement shall be in writing and shall be mailed by
first-class, registered or certified mail, return receipt requested, postage
prepaid, or transmitted by hand delivery (including delivery by courier), or
facsimile transmission, addressed as follows:
(a) If to the Company:
Concorde Career Colleges, Inc.
0000 Xxxx Xxxxxx
Xxxxx 000
Xxxxxx Xxxx, XX 00000
Attn: Xxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
with a copy to:
Xxxxx Xxxx, L.L.P.
0000 Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxxxx Xxxx, XX 00000-0000
Attn: Xxxxxx X. Xxx Xxxx
Facsimile No.: (000) 000-0000
(b) if to the Purchasers:
c/x Xxxxxx, Xxxxxxx & Company, LLC
Xxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxxx
Facsimile No.: (000) 000-0000
with a copy to:
Xxxxxx, Xxxxxx & Xxxxxxxxx
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx, Esquire
Facsimile No.: (000) 000-0000
Each party may designate by notice in writing a new address to which any notice,
demand, request or communication may thereafter be so given, served or sent.
Each notice, demand, request, or communication which shall be mailed, delivered
or transmitted in the manner described above shall be deemed sufficiently given,
served, sent and received for all purposes at such time as it is delivered to
the addressee (with the return receipt, the delivery receipt, the affidavit of
messenger or facsimile transmission confirmation being deemed conclusive (but
not exclusive) evidence of such delivery) or at such time as delivery is refused
by the addressee upon presentation.
2.8 Headings. Article and Section headings contained in this Agreement are
inserted for convenience of reference only, shall not be deemed to be a part of
this Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.
2.9 Execution in Counterparts. To facilitate execution, this Agreement may
be executed in as many counterparts as may be required; and it shall not be
necessary that the signatures of each party appear on each counterpart; but it
shall be sufficient that the signature of each party appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in making proof of this Agreement to
produce or account for more than a number of counterparts containing the
respective signatures of all of the parties hereto.
[Remainder of Page Left Blank Intentionally -- Signature Page Follows]
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed on its behalf as of the date first above written.
CONCORDE CAREER COLLEGES, INC.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: President and Chief Executive Officer
XXXXXX, XXXXXXX STRATEGIC PARTNERS
FUND, L.P.
By: XXXXXX, XXXXXXX STRATEGIC PARTNERS,
L.P., its General Partner
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: a General Partner
STRATEGIC ASSOCIATES, L.P.
By: XXXXXX, XXXXXXX & COMPANY, L.L.C., its
General Partner
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Managing Member
