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EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of July 27, 2001, among VERSO TECHNOLOGIES, INC., a Minnesota
corporation (the "Company"), and XXXXXXXX.XXX SOFTWARE, INC., a Georgia
corporation (the "Purchaser").
WITNESSETH:
WHEREAS, the Company and the Purchaser have entered into that certain
Series B Preferred Stock Purchase Agreement dated as of May 4, 2001, as amended
by the First Amendment thereto dated as of June 1, 2001 and as further amended
by the Second Amendment thereto dated as of July 27, 2001 (as so amended, the
"Purchase Agreement;" capitalized terms used but not specifically defined herein
shall have the meanings ascribed to such terms in the Purchase Agreement),
providing, among other things, for the issuance of 750,000 shares of the
Company's Series B Preferred Stock, par value $20 per share (the "Series B
Preferred Stock");
WHEREAS, the Company desires to grant to the Purchaser registration
rights with respect to the shares of Series B Preferred Stock, and the Purchaser
desires to receive such registration rights, all in accordance with the terms of
this Agreement; and
WHEREAS, this Agreement is the Registration Rights Agreement referred
to in the Purchase Agreement, and the execution and delivery of this Agreement
by the Company and the Purchaser is a condition to the closing of the
transactions contemplated by the Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. REGISTRABLE STOCK. For purposes of this Agreement, the term
"Registrable Stock" means (a) all Series B Preferred Stock now or hereafter
owned and held by the Purchaser, (b) all shares of the Company's common stock,
par value $.01 per share (the "Common Stock"), issued or issuable pursuant to
the conversion of the Series B Preferred Stock now or hereafter owned and held
by the Purchaser or any successor or permitted assign of the Purchaser, and (c)
any security issued by the Company with respect to the Series B Preferred Stock
or such Common Stock upon any stock dividend, split or similar event, until, in
the case of such Registrable Stock, (x) it is effectively registered under the
Securities Act of 1933, as amended (the "Securities Act"), and disposed of in
accordance with the registration statement covering it; (y) it is salable by the
Purchaser pursuant to Rule 144(k) promulgated under the Securities Act; or (z)
it is sold to the public pursuant to Rule 144 promulgated under the Securities
Act.
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2. DEMAND AND FORM S-3 REGISTRATIONS.
2A. REQUEST FOR REGISTRATION.
(i) At any time and from time to time after
December 31, 2001, the Purchaser may request an underwritten registration under
the Securities Act of 1933, as amended (the "Securities Act"), of all or part
(but not less than 250,000 shares) of its Registrable Stock (a "Demand
Registration"), subject to the terms and conditions of this Agreement. Any
request (a "Registration Request") for a Demand Registration shall specify the
approximate number of shares of Registrable Stock requested to be registered.
(ii) Subject to subsection (i) above and
paragraph 2F hereof, the Purchaser will be entitled to request two (2) Demand
Registrations that will be paid for by the Company and an unlimited number of
Demand Registrations that will be paid for by the Purchaser.
(iii) Unless the Company is obligated pursuant to
the terms of any registration rights heretofore granted by the Company (or one
of its subsidiaries), the Company will not include in any Demand Registration
any securities other than shares of Registrable Stock, shares of other capital
stock of the Company upon which registration rights have been granted by the
Company (hereinafter referred to as "Other Registrable Securities") and
securities to be registered for offering and sale on behalf of the Company
without the prior written consent of the Purchaser. If the managing
underwriter(s) of the offering to be effected pursuant to the Demand
Registration advise the Company in writing that in their opinion the number of
shares of Registrable Stock, Other Registrable Securities and other securities
in such offering exceeds the number of shares of Registrable Stock, Other
Registrable Securities and other securities, if any, which can be sold in an
orderly manner in such offering within a price range acceptable to the
Purchaser, the Company will include in such registration, prior to the inclusion
of any securities which are not shares of Registrable Stock and Other
Registrable Securities, the number of shares of Registrable Stock and Other
Registrable Securities requested to be included which in the opinion of such
underwriters can be sold in an orderly manner within the price range of such
offering, pro rata among the holders of such Registrable Stock and such Other
Registrable Securities on the basis of the number of shares owned by each such
holder.
2B. REGISTRATIONS ON FORM S-3. The Company shall use
commercially reasonable efforts to maintain its eligibility to register for
resale its securities on Form S-3 or any comparable or successor form or forms
("Form S-3"). If the Company is so eligible, then in addition to the rights set
forth in paragraph 2A hereof, at any time and from time to time after December
31, 2001 (but subject to the proviso in paragraph 2B(i) hereof), the Purchaser
may make a Registration Request for registration of not less than 250,000 shares
of the Registrable Stock on Form S-3 (an "S-3 Registration"). Such Registration
Request shall be in writing and shall state the number of shares of Registrable
Stock proposed to be disposed of and the intended method of distribution of such
shares by the Purchaser.
(i) The Purchaser will be entitled to require
the Company to file an unlimited number of registration statements on Form S-3;
provided, however, that the Purchaser
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may not require the Company to file a registration statement on Form S-3 more
than once during any calendar year.
(iii) Unless the Company is obligated pursuant to
the terms of any registration rights heretofore granted by the Company (or one
of its subsidiaries), the Company will not include in any S-3 Registration any
securities other than shares of Registrable Stock, Other Registrable Securities
and securities to be registered for offering and sale on behalf of the Company
without the prior written consent of the Purchaser. If the managing
underwriter(s) of the offering to be effected pursuant to the S-3 Registration
advise the Company in writing that in their opinion the number of shares of
Registrable Stock, Other Registrable Securities and other securities in such
offering exceeds the number of shares of Registrable Stock, Other Registrable
Securities and other securities, if any, which can be sold in an orderly manner
in such offering within a price range acceptable to the Purchaser, the Company
will include in such registration, prior to the inclusion of any securities
which are not shares of Registrable Stock and Other Registrable Securities, the
number of shares of Registrable Stock and Other Registrable Securities requested
to be included which in the opinion of such underwriters can be sold in an
orderly manner within the price range of such offering, pro rata among the
holders of such Registrable Stock and such Other Registrable Securities on the
basis of the number of shares owned by each such holder.
2C. SELECTION OF UNDERWRITER. The Purchaser will have the
right to select the managing underwriter or underwriters to manage the offering,
subject to the Company's approval, which will not be unreasonably withheld,
provided that the managing underwriter or underwriters shall be the firm or
firms that managed the Company's most recently completed underwritten public
offering of its common stock unless the Purchaser objects to such firm or firms
for reasons related to the ability of such firm or firms to effectively manage
the offering, and the Company may consent to the selection of such other
managing underwriter or underwriters in such event.
2D. DELAYED REGISTRATIONS. Notwithstanding anything in
this Section 2 to the contrary, the Company may delay any Demand Registration or
S-3 Registration for a period of not more than sixty (60) days from the date a
Registration Request is made upon certification by an executive officer of the
Company that such registration might (i) materially interfere with or affect the
negotiation or completion of any transaction that is being contemplated by the
Company (whether or not a final decision has been made to undertake such
transaction) at the time the right to delay is exercised, or (ii) involve
initial or continuing disclosure obligations that would not be in the best
interests of the Company and its shareholders.
2F. TERMINATION OF REGISTRATION RIGHTS. The Purchaser's
right to request a Demand Registration, S-3 Registration or Piggyback
Registration (as hereinafter defined) shall terminate at such time as the
Purchaser has sold the Registrable Stock or would be permitted to sell all of
the Registrable Stock in accordance with Rule 144(k) under the Securities Act.
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3. PIGGYBACK REGISTRATIONS.
3A. RIGHT TO PIGGYBACK. If the Company proposes to
register any of its securities under the Securities Act (other than pursuant to
a Demand Registration, an S-3 Registration, a registration on Form S-4, a
registration solely in connection with an employee benefit or stock ownership
plan or a shelf registration filed under Rule 415(a)(1)(viii) promulgated under
the Securities Act) and the registration form to be used may be used for the
registration of Registrable Stock, then the Company will give prompt written
notice to the Purchaser of its intention to effect such a registration (the
"Piggyback Registration"). Subject to paragraphs 3B, 3C and 3D below and subject
to and in accordance with the Company's obligations to the holders of Other
Registrable Securities pursuant to the terms of any registration rights
heretofore granted by the Company or its subsidiaries, the Company will include
in such registration all shares of Registrable Stock which the Purchaser
requests the Company to include in such registration by written notice given to
the Company within fifteen (15) days after the date of the sending of the
Company's notice, subject to the terms and provisions of this Section 3.
3B. PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback
Registration relates to an underwritten public offering of equity securities by
the Company and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner in such
offering within a price range acceptable to the Company, then the Company will
include in such registration (i) first, the securities proposed to be sold by
the Company, (ii) second, any Registrable Stock and any Other Registrable
Securities requested to be included in such registration, pro rata among the
holders of such Registrable Stock and such Other Registrable Securities on the
basis of the number of shares owned by each such holder, and (iii) third, other
securities requested to be included in such registration.
3C. PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback
Registration relates to an underwritten public offering of equity securities by
holders of the Company's securities and the managing underwriters advise the
Company in writing that in their opinion the number of securities requested to
be included in such registration exceeds the number which can be sold in an
orderly manner in such offering within a price range acceptable to the holders
initially requesting such registration, the Company will include in such
registration (i) first, the Registrable Stock and any Other Registrable
Securities requested to be included in such registration, pro rata among the
holders of such Registrable Stock and such Other Registrable Securities on the
basis of the number of shares owned by each such holder; and (ii) second,
securities other than Registrable Stock and Other Registrable Securities.
3D. EXCEPTION TO PIGGYBACK REGISTRATION RIGHT.
Notwithstanding the terms of this Section 3 to the contrary, the Purchaser's
right to include its Registrable Stock in a Piggyback Registration hereunder
shall not apply to any registration of Other Registrable Securities for which
the Company has granted registration rights pursuant to that certain
Registration Rights Agreement dated as of January 30, 2001 among the Company,
Strong River Investments, Inc. and Bay Harbor Investments, Inc., a copy of which
is attached to the Schedule of Exceptions to the Purchase Agreement, unless the
Company obtains the prior written consent
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of the parties thereto to the inclusion of the Purchaser's Registrable Stock in
such registration. The Company shall use its reasonable best efforts to obtain
such consents and, subject to the terms of this Agreement, to include the
Purchaser's Registrable Stock in such registration.
4. REGISTRATION PROCEDURES. Whenever the Purchaser has requested
that any Registrable Stock be registered pursuant to this Agreement, subject to
the limitations set forth herein, the Company will use its best efforts to
effect the registration and the sale of such Registrable Stock in accordance
with the intended method of distribution thereof and will, as expeditiously as
possible (subject to the terms hereof):
(i) prepare and file with the Securities and Exchange
Commission a registration statement with respect to such Registrable Stock and
use its best efforts to cause such registration statement to become effective,
provided that before filing a registration statement or prospectus or any
amendments or supplements thereto in connection with a Demand Registration or
S-3 Registration, as the case may be, the Company will furnish to the counsel
selected by the Purchaser copies of all such documents proposed to be filed,
which documents will be subject to the review of such counsel;
(ii) prepare and file with the Securities and Exchange
Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than the reasonable
time necessary to permit the Purchaser to complete the distribution described in
such registration statement, and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended
methods of distribution by the sellers thereof set forth in such registration
statement;
(iii) furnish to the Purchaser such number of copies of
such registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each preliminary
prospectus) and such other documents as the Purchaser may reasonably request in
order to facilitate the disposition of the Registrable Stock owned by the
Purchaser;
(iv) use its best efforts to register or qualify such
Registrable Stock under the securities or blue sky laws of such jurisdictions as
the Purchaser reasonably requests and do any and all other acts and things which
may be reasonably necessary or advisable to enable the Purchaser to consummate
the disposition in such jurisdictions of the Registrable Stock owned by the
Purchaser, provided that the Company will not be required (i) to qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this subparagraph, (ii) to subject itself to
taxation in any such jurisdiction or (iii) to consent to general service of
process in any such jurisdiction;
(v) notify the Purchaser, 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
any fact necessary to make the statements therein not misleading, and, at
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the request of any the Purchaser, the Company will prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to the Purchaser,
such prospectus will not contain an untrue statement of a material fact or omit
to state any fact necessary to make the statements therein not misleading;
provided, however, the Company shall not be obligated to prepare and furnish any
such prospectus supplements or amendments relating to any material nonpublic
information at any such time as the Board of Directors of the Company has
determined that, for good business reasons, the disclosure of such material
nonpublic information at that time would be materially detrimental to the
Company in the circumstances and is not otherwise required under applicable law
(including applicable securities laws) provided the Company may only delay its
obligations pursuant to the aforementioned proviso for a period of 60 days in
any 180-day period;
(vi) use its best efforts to cause all such Registrable
Stock to be listed on each securities exchange on which similar securities
issued by the Company are then listed and to be qualified for trading on each
system on which similar securities issued by the Company are from time to time
qualified;
(vii) provide a transfer agent and registrar for all such
Registrable Stock not later than the effective date of such registration
statement and thereafter maintain such a transfer agent and registrar;
(viii) enter into such customary agreements (including
underwriting agreements in customary form) and take all such other actions as
the Purchaser reasonably requests in order to expedite or facilitate the
disposition of such Registrable Stock;
(ix) make available for inspection by any underwriter
participating in any disposition pursuant to such registration statement and any
attorney, accountant or other agent retained by any such underwriter, all
financial and other records, pertinent corporate documents and properties of the
Company, and cause the Company's officers, directors, employees and independent
accountants to supply all information reasonably requested by any such
underwriter, attorney, accountant or agent in connection with such registration
statement;
(x) otherwise use its best efforts to comply with all
applicable rules and regulations of the Securities and Exchange Commission, and
make available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve (12) months beginning
with the first day of the Company's first full calendar quarter 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;
(xi) in the event of the issuance of any stop order
suspending the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any Registrable Stock included in such registration statement
for sale in any jurisdiction, the Company will use its reasonable best efforts
promptly to obtain the withdrawal of such order; and
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(xii) at the request of the Purchaser in connection with an
underwritten offering, furnish to the Purchaser a copy, or upon request, a
signed counterpart, addressed to the Purchaser (and the underwriters, if any) of
(a) an opinion of counsel for the Company, dated the effective date of such
registration statement (or, if such registration includes an underwritten public
offering, dated the date of closing under the underwriting agreement), and (b) a
"comfort" letter, dated the effective date of such registration statement (or,
if such registration includes an underwritten public offering, dated the date of
the closing under the underwriting agreement), signed by the independent public
accountants who have audited the Company's financial statements included in such
registration statement, covering substantially the same matters with respect to
such registration statement (and the prospectus included therein) and, in the
case of the accountants' letter, with respect to events subsequent to the date
of such financial statements, as are customarily covered in opinions of issuer's
counsel and in accountants letters delivered to the underwriters in underwritten
public offerings of securities and such other matters as the underwriter may
reasonably request.
5. REGISTRATION EXPENSES.
5A. DEFINITION. The term "Registration Expenses" means
all expenses incident to the Company's performance of or compliance with this
Agreement, including, without limitation, all registration and filing fees, fees
and expenses of compliance with securities and blue sky laws, printing,
messenger and delivery expenses, and fees and expenses of counsel for the
Company and all independent certified public accountants, underwriters
(excluding underwriting discounts and commissions, which shall be paid by the
selling stockholders out of the proceeds of the offering) and other individuals,
corporations, partnerships, limited liability companies or other similar
entities ("Persons") retained by the Company.
5B. PAYMENT. The Company shall pay the Registration
Expenses in connection with two (2) Demand Registrations and any and all S-3
Registrations and Piggyback Registrations. In connection with two (2) Demand
Registrations and each S-3 Registration and Piggyback Registration, the Company
will reimburse the Purchaser for the reasonable fees and disbursements of one
counsel chosen by the Purchaser.
6. INDEMNIFICATION.
6A. INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify, to the extent permitted by law, the Purchaser, its officers and
directors and each Person who controls the Purchaser (within the meaning of the
Securities Act) against all losses, claims, damages, liabilities and expenses
caused by any untrue or alleged untrue statement of material fact contained in
any registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto, or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are caused by or
contained in any information furnished in writing to the Company by the
Purchaser expressly for use therein or by the Purchaser's or an underwriter's
failure to deliver a copy of the registration statement or prospectus or any
amendments or
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supplements thereto after the Company has furnished the Purchaser or underwriter
with a sufficient number of copies of the same, provided that the obligations of
the Company hereunder shall not apply to amounts paid in settlement of any such
losses, claims, damages, liabilities or expenses (or actions in respect thereof)
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld). In connection with an underwritten
offering, the Company will indemnify such underwriters, their officers and
directors and each Person who controls such underwriters (within the meaning of
the Securities Act) to the same extent as provided above with respect to the
indemnification of the Purchaser unless otherwise provided in the underwriting
agreement.
6B. INDEMNIFICATION BY THE PURCHASER. In connection with
any registration statement in which the Purchaser is participating, the
Purchaser will furnish to the Company in writing such information and affidavits
as the Company reasonably requests for use in connection with any such
registration statement or prospectus and, to the extent permitted by law, will
indemnify the Company, its directors and officers and each Person who controls
the Company (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and expenses resulting from any untrue or alleged
untrue statement of material fact contained in the registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, but
only to the extent that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by the Purchaser and stated to
be specifically for use therein, provided that (i) the obligation to indemnify
will be limited to the net amount of proceeds received by the Purchaser from the
sale of Registrable Stock pursuant to such registration statement and (ii) the
obligations of the Purchaser hereunder shall not apply to amounts paid in
settlement of any such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) if such settlement is effected without the consent
of the Purchaser (which consent shall not be unreasonably withheld).
6C. NOTICE; DEFENSE OF CLAIMS. Any Person entitled to
indemnification hereunder will give prompt written notice to the indemnifying
party of any claim with respect to which it seeks indemnification, and such
indemnifying party will, upon request of the indemnified party, assume the
defense of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party will not be subject to
any liability for any settlement made by the indemnified party without its
consent (but such consent will not be unreasonably withheld). An indemnifying
party who assumes the defense of a claim will not be obligated to pay the fees
and expenses of separate counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the written opinion of
counsel to the 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 case the indemnified party may retain its own counsel (which
counsel will be reasonably satisfactory to the indemnifying party) and the fees
and expenses of such counsel will be paid by the indemnifying party.
6D. CONTRIBUTION. If the indemnification provided for in
this Section 6 is held by a court of competent jurisdiction to be unavailable to
an indemnified party with respect to any
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loss, liability, claim, damage or expense referred to herein, then the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such loss, liability, claim, damage, or expense in such proportion as
is appropriate to reflect the relative fault of the indemnifying party, on the
one hand, and of the indemnified party, on the other, in connection with the
statements or omissions that resulted in such loss, liability, claim, damage, or
expense, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party and
the parties' relative intent, knowledge, access to information, and opportunity
to correct or prevent such statement or omission. The obligation to contribute
will be limited to the amount by which the net amount of proceeds received by
the Purchaser from the sale of Registrable Stock exceeds the amount of losses,
liabilities, damages, and expenses which the Purchaser has otherwise been
required to pay by reason of such statements or omissions.
6E. SURVIVAL. The indemnification and contribution
provided for under this Agreement will remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified party or
any officer, director or controlling Person of such indemnified party and will
survive the transfer of securities.
7. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. The Purchaser may
not participate in any registration hereunder which is underwritten unless the
Purchaser (i) agrees to sell its Registrable Stock on the basis provided in any
underwriting arrangements approved by the Purchaser, and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements, provided that the Purchaser shall not be required to make any
representations or warranties to the Company or the underwriters other than
representations and warranties regarding the Purchaser as are required by the
underwriters.
8. MISCELLANEOUS.
8A. NO INCONSISTENT AGREEMENTS. The Company will not
hereafter enter into any agreement with respect to its securities which is
inconsistent with or violates the rights granted to the holders of Registrable
Stock in this Agreement.
8B. NOTICES. All notices, requests and other
communications required or permitted under this Agreement (collectively,
"notices") shall be in writing and, sent or delivered in one of the manners
expressly contemplated in this Section 8B. If mailed, notices must be sent by
prepaid first-class mail, certified, return receipt requested, and shall be
deemed to have been received on the earlier of the date shown on the receipt or
three (3) Business Days after the post-xxxx date thereof. In addition, notices
hereunder may be delivered by hand in which event the notice shall be deemed
effective when delivered or by a nationally recognized overnight courier, in
which event the notice shall be deemed delivered the first Business Day
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after it is accepted by the courier for next day delivery. All such notices
shall be given to the parties hereto at the following addresses:
(a) If to the Company:
Verso Technologies, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
Telecopier No.: (000) 000-0000
with a required copy to:
Xxxxxx & Xxxxxx LLP
000 Xxxxxxxxx Xxxxxx, X.X.
0000 Xxxxxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxx, Esq.
Telecopier No.: (000) 000-0000
(b) If to the Purchaser:
Xxxxxxxx.Xxx Software, Inc.
0000 Xxxxxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Chief Financial Officer
Telecopier No.: (000) 000-0000
with a required copy to:
Xxxxxx, Xxxxxxx & Xxxxxx, LLP
1600 Atlanta Financial Center
0000 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxxx, Esq.
Telecopier No.: (000) 000-0000
Any party hereto may change the address to which notices shall
be directed under this Section by giving written notice of such change to the
other parties.
8C. REMEDIES. Each party hereto will be entitled to
enforce any rights it may have under any provision of this Agreement
specifically, to recover damages caused by reason of any breach of any provision
of this Agreement and to exercise all other rights granted by law.
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The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that any
party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or other security) for specific
performance and for other injunctive relief in order to enforce or prevent
violation of the provisions of this Agreement.
8D. AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, no waiver, amendment, modification, termination or cancellation of this
Agreement, or of any of the terms or conditions hereof, shall be effective
unless made in writing signed by the Company and the Purchaser.
8E. SUCCESSORS AND ASSIGNS. This Agreement, and the
rights and obligations of the Purchaser hereunder, may not be assigned by the
Purchaser without the consent of the Company.
8F. SEVERABILITY. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement.
8G. ENTIRE AGREEMENT. This Agreement, the Transaction
Documents and the Purchase Agreement embody the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter.
8H. HEADINGS. The headings of this Agreement are for
convenience only and do not constitute a part of this Agreement.
8I. GOVERNING LAW. The construction, validity and
interpretation of this Agreement will be governed by the internal laws of the
State of Georgia, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Georgia or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Georgia.
8J. FURTHER ASSURANCES. Each party to this Agreement
hereby covenants and agrees, without the necessity of any further consideration,
to execute and deliver any and all such further documents and take any and all
such other actions as may be necessary to appropriate to carry out the intent
and purposes of this Agreement and to consummate the transactions contemplated
hereby.
8K. COUNTERPARTS. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which shall be one and the same document. Copies (whether photostatic,
facsimile or otherwise) of signatures hereto shall be deemed to be originals and
may be relied on to the same extent as the originals.
8L. LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. From
and after the date of this Agreement, the Company shall not, without the prior
written consent of the
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Purchaser, enter into any agreement with any holder or prospective holder of any
securities of the Company giving such holder or prospective holder any
registration rights the terms of which are, in the aggregate, substantially the
same as or more favorable than the rights granted hereunder, except if such
registration rights are being granted by the Company in connection with a
transaction, the proceeds from which are intended to fund any portion of the
purchase price for or the acquisition of the stock or assets of the entity
described in the Subsidiary Purchase Agreement (as defined in the Purchase
Agreement), in which case, the Company may grant such registration rights
without the prior written consent of the Purchaser provided they are also
granted to the Purchaser in respect of the Registrable Stock.
[Signatures Next Page]
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IN WITNESS WHEREOF, this Registration Rights Agreement has been
executed and delivered by the duly authorized officers of the parties hereto as
of the date set forth above.
VERSO TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Executive Vice President and Chief
Financial Officer
-----------------------------------------
XXXXXXXX.XXX SOFTWARE, INC.
By: /s/ Xxxxx Xxx Xxxx
------------------------------------------------
Its: Chief Financial Officer
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