Exhibit 4.18
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REGISTRATION RIGHTS AGREEMENT
AMONG
GRANT PRIDECO, INC.
AND
THE HOLDERS IDENTIFIED HEREIN
DATED: MAY 3, 2002
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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement, dated as of May 3, 2002 (this
"Agreement"), is by and among Grant Prideco, Inc., a Delaware corporation (the
"Company"), and the undersigned stockholder or stockholders of the Company and
their permitted transferees (each being hereinafter referred to individually as
a "Holder" and together, as the "Holders").
1. Definitions.
As used in this Agreement, the following terms shall have the following
respective meanings:
"Common Stock" means the Company's common stock.
"Exchange Act" means the Securities Exchange Act of 1934 or any similar
federal statute and the rules and regulations of the SEC thereunder, all as the
same shall be in effect at the time.
a "Material Nonpublic Development" exists when in the judgment of the
Company it is advisable to suspend use of the Prospectus for a discrete period
of time due to pending material corporate developments or similar material
events that have not yet been publicly disclosed and as to which the Company
believes public disclosure would not be in the best interests of the Company,
including the time period necessary to file any financial statements (including
pro forma financial statements) of the Company or any acquisition target of, or
acquiror of, the Company.
"Share Sale Purchase Agreement" means the Share Sale Purchase Agreement
dated ______________, 2002 by and among the Company and the Holder.
"Person" means any individual, corporation, partnership, limited liability
company, limited duration company, firm, joint venture, association, joint stock
company, trust, unincorporated organization, governmental entity or other
entity.
"Prospectus" means the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.
The terms "register", "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement by the SEC.
"Registrable Securities" means (1) the Shares and (2) any shares of Common
Stock issued or issuable on account of any Registrable Securities upon any stock
split, stock dividend, recapitalization, or similar event or in connection with
a combination of shares, exchange, reclassification, recapitalization, merger,
spin-off, consolidation, reorganization or otherwise; provided, however, that no
securities shall be treated as Registrable Securities, if and when
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(a) such Registrable Securities have been registered under the Securities Act,
the registration statement in connection therewith has been declared effective
by the SEC and such Registrable Securities have been disposed of pursuant to and
in the manner described in such effective registration statement, (b) such
Registrable Securities are sold or distributed pursuant to and in compliance
with all applicable resale provisions of Rule 144 under the Securities Act, (c)
such Registrable Securities are transferable by the Holder thereof pursuant to
Rule 144(k) (or any successor rule) under the Securities Act or (d) such
Registrable Securities have ceased to be outstanding.
"Registration Expenses" means all expenses, except Selling Expenses,
incurred by the Company in complying with Article 2 hereof, including, without
limitation, all registration, listing, qualification and filing fees, word
processing, printing and distribution expenses, escrow fees, fees and
disbursements of underwriters, fees and disbursements of counsel for the Company
and up to $5,000 of fees and disbursements of counsel for the Holders, blue sky
fees and expenses (including counsel fees in connection with the preparation of
a blue sky memorandum and legal investment survey) and accounting expenses
(including expenses of any regular or special audits) incidental to any such
registration incident to or required by any such registration (but excluding the
expenses and compensation of officers and employees of the Company which shall
be paid in any event by the Company).
a "Registration Stopping Event" means any one or more of the following: (1)
any request by the SEC or any other federal or state governmental authority for
amendments or supplements to a Registration Statement or related Prospectus or
for additional information, (2) the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation or threatening of any proceedings for
that purpose, (3) the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, (4) the existence of any fact or
happening of any event which makes any statement of a material fact in such
Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue or which would require the
making of any changes in the Registration Statement or Prospectus in order that,
in the case of the Registration Statement, it will not contain any 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, and
that in the case of the Prospectus, it will not contain any untrue statement of
a material fact or omit to state any material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, or
(5) the good faith determination by the Company that a post-effective amendment
to a Registration Statement would be appropriate.
"Restricted Securities" shall have the meaning ascribed to such term in
Rule 144 of the rules and regulation promulgated under the Securities Act.
"SEC" means the Securities and Exchange SEC or any other federal agency at
the time administering the Securities Act and the Exchange Act.
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"Securities Act" means the Securities Act of 1933 or any similar federal
statute and the rules and regulations of the SEC thereunder, all as the same
shall be in effect at the time.
"Selling Expenses" means all underwriting discounts, selling commissions
and stock transfer taxes applicable to the securities registered by the Holders
and all fees and disbursements of counsel for any Holder retained by them that
do not constitute Registration Expenses.
"Shares" means the shares of Common Stock issued to the Holder
substantially contemporaneously with the execution of this Agreement pursuant to
the terms of the Share Sale Purchase Agreement.
2. Shelf Registration.
2.1 Filing and Effectiveness. The Company shall prepare and file with
the SEC, as soon as practicable but in any event within thirty days after the
date of this Agreement (the "Filing Date"), a Registration Statement for an
offering to be made on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act (a "Shelf Registration") registering the resale from time to time
by Holders thereof of all of the Registrable Securities (the "Initial Shelf
Registration"). The Initial Shelf Registration shall be on Form S-3 or another
appropriate form permitting registration of such Registrable Securities for
resale by such Holders in the manner or manners designated by them. The Company
shall use its commercially reasonable efforts to cause the Initial Shelf
Registration to become effective under the Securities Act as promptly as is
practicable but in any event within one hundred twenty days after the date of
this Agreement and to keep the Initial Shelf Registration continuously effective
under the Securities Act from the date of the effectiveness thereof through the
first anniversary of this Agreement (the "Effectiveness Period") or the date a
Subsequent Shelf Registration (as defined below) covering all of the Registrable
Securities has been declared effective under the Securities Act.
2.2 Subsequent Shelf Registration. If the Initial Shelf Registration or
any Subsequent Shelf Registration, as defined below, ceases to be effective for
any reason at any time during the Effectiveness Period (other than because all
Registrable Securities shall have ceased to be Registrable Securities), the
Company shall use its commercially reasonable efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof, and in any event
shall within thirty days of such cessation of effectiveness amend the Shelf
Registration in a manner reasonably expected to obtain the withdrawal of the
order suspending the effectiveness thereof, or file an additional Shelf
Registration covering all of the Registrable Securities (a "Subsequent Shelf
Registration"). If a Subsequent Shelf Registration is filed, the Company shall
use its commercially reasonable efforts to cause the Subsequent Shelf
Registration to become effective as promptly as is practicable after such filing
and to keep such Registration Statement continuously effective until the end of
the Effectiveness Period.
2.3 Supplements and Amendments. The Company shall supplement and amend
the Shelf Registration or any Subsequent Shelf Registration or Prospectus if
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration, if required
by the Securities Act, or if reasonably requested by the Holders of the
Registrable Securities covered by such Registration Statement.
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2.4 Procedure for Sales. Following the effectiveness of the
Registration Statement, each Holder of Registrable Securities agrees that if
such Holder wishes to sell its Registrable Securities pursuant to a Shelf
Registration and related Prospectus, it will do so only in accordance with this
Section 2.4. Each Holder of Registrable Securities agrees to give written notice
to the Company as soon as reasonably possible prior to any intended distribution
of Registrable Securities under the Shelf Registration, which notice shall
specify the date on which such Holder intends to begin such distribution and any
information with respect to such Holder and the intended distribution of
Registrable Securities by such Holder required to amend or supplement the
Registration Statement with respect to such intended distribution of Registrable
Securities by such Holder. As promptly as is practicable after the date such
notice is provided, and in any event within five business days after such date,
the Company shall either:
2.4.1 if no Registration Stopping Event has occurred and
remains unresolved and no Material Nonpublic Development exists, (a) if
necessary, prepare and file with the SEC a post-effective amendment to
the Shelf Registration or a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by
reference or file any other required document so that such Registration
Statement will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and so that,
as thereafter delivered to purchasers of the Registrable Securities
being sold thereunder, such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; (b) provide the Holders of the Registrable Securities who
gave such notice copies of any documents filed pursuant to the
foregoing clause (a); and (c) inform each such Holder that the Company
has complied with its obligations in the foregoing clause (a) (or that,
if the Company has filed a post-effective amendment to the Shelf
Registration which has not yet been declared effective, the Company
will notify each such Holder to that effect, will use its commercially
reasonable efforts to secure the effectiveness of such post-effective
amendment and will immediately notify each such Holder when the
amendment has become effective); or
2.4.2 if a Registration Stopping Event has occurred and
remains unresolved or a Material Nonpublic Development exists, the
Company shall deliver a certificate in writing, signed by an authorized
executive officer of the Company, to the Notice Holders to the effect
of the foregoing and, upon receipt of such certificate, each such
Notice Holder's Selling Period will not commence or resume, as the case
may be, until such Notice Holder's receipt of copies of the
supplemented or amended Prospectus provided for in clause 2.4.1(a)
above, or until it is advised in writing by the Company that the
Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by
reference in such Prospectus. The Company will use its commercially
reasonable efforts to ensure that the use of the Prospectus may be
resumed, and the Selling Period will commence, as promptly as is
practicable and, in the case of a Material Nonpublic Development, as
soon as the earlier of (a) public disclosure of such pending material
corporate development or similar material event or (b) in the judgment
of the Company, public disclosure of such material
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corporate development or similar material event would be in the best
interests of the Company.
3. Expenses of Registration. All Registration Expenses incurred in
connection with registrations pursuant to Article 2 shall be borne by the
Company. Unless otherwise stated, all Selling Expenses relating to securities
registered on behalf of the Holders shall be borne by the Holders of such
securities pro rata on the basis of the number of shares so registered. All
Selling Expenses relating to securities registered on behalf of the Holders and
any other holders of securities shall be borne by the Holders and such other
holders of such securities pro rata on the basis of the number of shares so
registered.
4. Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Agreement,
the Company will keep each of the Holders advised in writing as to the
initiation of each registration, qualification and compliance and as to the
completion thereof. At its expense the Company will:
4.1 prepare and file with the SEC such amendments, including
post-effective amendments and supplements to such registration statement and the
Prospectus as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of the Registrable Securities; and to keep
such registration statement effective during the Effectiveness Period; cause
each Prospectus to be supplemented by any required prospectus supplement, and as
so supplemented to be filed pursuant to Rule 424 under the Securities Act and
comply with the provisions of the Securities Act with respect to the disposition
of Registrable Securities during the Effectiveness Period;
4.2 as soon as possible, furnish to the Holders (without charge)
such reasonable number of copies of the registration statement, preliminary
prospectus, final prospectus and such other documents as the Holders may
reasonably request in order to facilitate the public offering of Registrable
Securities;
4.3 (a) use its commercially reasonable efforts to register or
qualify the Registrable Securities, no later than the time the applicable
registration statement is declared effective by the SEC, under all applicable
state securities or "blue sky" laws of such jurisdictions as any Holder of
Registrable Securities covered by a registration statement, shall reasonably
request; (b) use its commercially reasonable efforts to keep each such
registration or qualification effective during the period such registration
statement is required to be kept effective; and (c) do any and all other acts
and things which may be reasonably necessary or advisable to enable each Holder
to consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that the Company shall not
be obligated to qualify as a foreign corporation or as a dealer in securities in
any jurisdiction in which it is not so qualified or to consent to be subject to
general service of process (other than service of process in connection with
such registration or qualification or any sale of Registrable Securities in
connection therewith) in any such jurisdiction;
4.4 notify promptly each seller of Registrable Securities covered by
such registration statement 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
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included in such registration statement, as then in effect, includes any untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or
incomplete in the light of the circumstances then existing, and at the request
of any such seller, prepare, file with the SEC (if required by law) and furnish
to such seller a reasonable number of copies (without charge) of a supplement to
or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such shares, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading or
incomplete in the light of the circumstances then existing;
4.5 notify each Holder of Registrable Securities promptly, and, if
requested by such Holder, confirm such notice in writing, (a) when a
registration statement has become effective and when any post-effective
amendments and supplements thereto become effective and (b) of the occurrence of
any Registration Stopping Event;
4.6 use its commercially reasonable efforts to obtain the withdrawal
of any order suspending the effectiveness of a registration statement at the
earliest possible time;
4.7 cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed;
4.8 provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration; and
4.9 otherwise use its commercially reasonable efforts to comply with
all applicable rules and regulations of the SEC.
5. Indemnification.
5.1 The Company will indemnify and hold harmless each Holder, each
of its affiliates, advisors, officers, directors, employees and partners, and
each person controlling such Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, with respect to which
registration, qualification or compliance has been effected pursuant to this
Agreement, against any and all expenses, claims, losses, damages or liabilities
(or actions in respect thereof), including any of the foregoing incurred in
settlement of any litigation, (commenced or threatened), arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any registration statement, prospectus, offering circular or other
document, or any amendment or supplement thereto including all documents
incorporated therein by reference, incident to any such registration,
qualification or compliance, or based on 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, or any violation by the Company of the
Securities Act, the Exchange Act, state securities law or any rule or regulation
promulgated under such laws applicable to the Company in connection with any
such registration, qualification or compliance, and the Company will reimburse
each such Holder, each of its affiliates, advisors, officers, directors,
employees and partners, and each person
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controlling such Holder within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act, for any legal and any other expenses
reasonably incurred, as such expenses are incurred, in connection with
investigating, preparing or defending 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 untrue statement or omission or alleged untrue statement or
omission, made in reliance upon and in conformity with information furnished to
the Company by such Holder, or controlling person specifically for use therein;
5.2 Each Holder will indemnify the Company, each of its directors,
employees and officers, each person who controls the Company within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act against
all expenses, claims, losses, damages and liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of any
litigation (commenced or threatened), arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any such
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to such registration, qualification or
compliance, 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, or any violation by any Holder of the Securities Act, the
Exchange Act, state securities law or any rule or regulation promulgated under
such laws applicable to each such Holder in connection with any such
registration, qualification or compliance, and each such Holder will reimburse
the Company and such directors, officers, or control persons for any legal and
any other expenses reasonably incurred, as such expenses are incurred, in
connection with investigating, preparing or defending any such claim, loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with information furnished
to the Company by such Holder specifically for use therein.
5.3 Each party entitled to indemnification under this Article 5 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense at such Indemnifying Party's
expense of any such claim or any litigation resulting therefrom, provided that
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or litigation, shall be approved by the Indemnified Party (whose approval shall
not unreasonably be withheld), and the Indemnified Party may participate in such
defense at such Indemnified Party's expense, and provided further that the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Agreement, unless
the failure to give such notice is materially prejudicial to an Indemnifying
Party's ability to defend such action and then only to the extent of such
prejudice, and provided further that the Indemnifying Party shall not assume the
defense for matters as to which there is a conflict of interest or separate and
different defenses. If such Indemnified Party determines in good faith that a
conflict of interest exists and that therefore it is advisable for such
Indemnified Party to be represented by separate counsel or that, upon advice of
counsel, there may be legal defenses available to it which are different from or
in addition to those available to the Indemnifying Party, then the Indemnifying
Party shall not be entitled to assume such defense and
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the Indemnified Party shall be entitled to separate counsel at the Indemnifying
Party's expense. If an Indemnifying Party is not so entitled to assume the
defense of such action or does not assume such defense, after having received
the notice referred to in the first sentence of this paragraph, the Indemnifying
Party will pay the reasonable fees and expenses of counsel, as incurred, for the
Indemnified Party. No Indemnifying Party will be liable for any settlement
effected without the written consent of such Indemnifying Party. If an
Indemnifying Party is entitled to assume, and assumes, the defense of such
action or proceeding in accordance with this paragraph, such Indemnifying Party
shall not, except as otherwise provided in this Section 5.3, be liable for any
other fees and expenses of counsel for the Indemnified Parties incurred
thereafter in connection with such action or proceeding. No Indemnifying Party,
in the defense of any such claim or litigation, shall, except with the consent
of each Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party of a release from all
liability (financial or otherwise) in respect to such claim or litigation.
5.4 If the indemnification provided for in this Article 5 is held by
a court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage, or expense referred to therein,
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; provided, however,
that, in any such case, (a) no Holder will be required to contribute any amount
in excess of the net proceeds received by such Holder from the sale of
Registrable Shares sold by it pursuant to such registration statement, and (b)
no person or entity guilty of fraudulent misrepresentation, within the meaning
of Section 11(f) of the Securities Act, shall be entitled to contribution from
any person or entity who is not guilty of such fraudulent misrepresentation; and
provided further that a Holder shall not be liable to the Company to the extent
that any claim, loss, damage, liability, or expense arises out of or is based on
any untrue statement or omission or alleged untrue statement or omission unless
such statement or omission was made in reliance upon and in conformity with
written information furnished to the Company by such Holder, or controlling
person specifically for use therein.
5.5 For purposes of this Article 5, each person, if any, who
controls a Holder within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act (and their respective partners, directors,
officers and employees) shall have the same rights to contribution as such
Holder; and each director of the Company, each officer of the Company who signed
the registration statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, shall have the same rights to contribution as the Company.
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6. Information by Holders. The holder or holders of Registrable Securities
included in any registration shall furnish to the Company such information
regarding such holder or holders, the Registrable Securities held by them and
the distribution proposed by such holder or holders as the Company may
reasonably request in writing and as shall be legally required in connection
with any registration, qualification or compliance referred to in this
Agreement.
7. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the SEC which may at any time permit the sale
of the Restricted Securities to the public without registration, the Company
agrees to use all reasonable efforts to make and keep public information
available within the meaning of Rule 144(c) under the Securities Act.
8. Transfer of Registration Rights. The rights to cause the Company to
register securities granted Holders under this Agreement may be assigned to a
transferee or assignee in connection with any transfer or assignment of
Registrable Securities by the Holder not in violation of the Merger Agreement
provided that: (a) such transfer may otherwise be effected in accordance with
applicable securities laws, (b) written notice is promptly given to the Company,
and (c) such transferee agrees to be bound by the provisions of this Agreement.
The rights under this Agreement shall not be transferred to any third party that
is free to transfer the Shares without restriction under the Securities Laws.
9. Termination of Registration Rights. The rights granted pursuant to this
Agreement shall terminate on the first anniversary hereof.
10. Mergers, Etc.
The Company shall not, directly or indirectly, enter into any merger,
consolidation or reorganization in which the Company shall not be the surviving
corporation unless the surviving corporation shall, prior to such merger,
consolidation or reorganization, agree in writing to assume the obligations of
the Company under this Agreement, and for that purpose references hereunder to
"Registrable Securities" shall be deemed to include the shares of common stock,
if any, that Holders of Registrable Securities would be entitled to receive in
exchange for Common Stock under any such merger, consolidation or
reorganization; provided, however, that, to the extent Holders of Registrable
Securities receive securities that are by their terms convertible into shares of
common stock of the issuer thereof, then only such shares of common stock as are
issued or issuable upon conversion of said convertible securities shall be
included within the definition of "Registrable Securities."
11. Nominees for Beneficial Owners.
If Registrable Securities are held by a nominee for the beneficial
owner thereof, the beneficial thereof may, at its option, be treated as the
Holder of such Registrable Securities for purposes of any request or other
action by any Holder or Holders of Registrable Securities pursuant to this
Agreement (or any determination of any number of percentage of shares
constituting Registrable Securities held by any Holder or Holders of Registrable
Securities contemplated by this Agreement); provided, however, that the Company
shall have received assurances satisfactory to it in its sole and absolute
discretion of such beneficial ownership, including a written acknowledgement to
such effect from the nominee owner thereof.
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12. No Conflict of Rights.
The Company represents and warrants to the Holders that the
registration rights granted to the Holders hereby do not conflict with any other
registration rights granted by the Company. The Company shall not, after the
date hereof, grant any registration rights which conflict with or have any
priority over, the registration rights granted hereby.
13. Miscellaneous.
13.1 Notices. All notices, demands or other communications provided for
or permitted hereunder shall be made in writing and shall be by registered or
certified first class mail, by internationally recognized and reputable courier
service if mailed to an address outside the country, return receipt requested,
telecopier, courier service, overnight mail or personal delivery addressed (a)
if to the Holders, to them at their respective addresses as shall appear in the
books and records of the Company, or (b) if to the Company at its principal
office. All such notices and communications shall be deemed to have been duly
given when delivered by hand, if personally delivered; when delivered by courier
or overnight mail; if delivered by commercial courier service or overnight mail;
five business days after being deposited in the mail, postage prepaid, if
mailed; and when receipt is mechanically acknowledged, if telecopied.
13.2 Amendment and Waiver.
13.2.1 No failure or delay on the part of any party hereto in
exercising any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such
right, power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy. The remedies
provided for herein are cumulative and are not exclusive of any
remedies that may be available to the parties hereto at law, in equity
or otherwise.
13.2.2 Any amendment, supplement or modification of or to any
provision of this Agreement, any waiver of any provision of this
Agreement, and any consent to any departure by any party from the terms
of any provision of this Agreement, shall be effective only if it is
made or given in writing and signed by (a) the Company and (b) all of
the Holders. Any amendment or waiver effected in accordance with this
Section 13.2 shall be binding upon each holder of Registrable
Securities at the time outstanding (including securities into which
such securities are convertible), each future holder of all such
securities, and the Company.
13.3 Specific Performance. The parties hereto intend that each of the
parties have the right to seek damages or specific performance in the event that
any other party hereto fails to perform such party's obligations hereunder.
Therefore, if any party shall institute any action or proceeding to enforce the
provisions hereof, any party against whom such action or proceeding is brought
hereby waives any claim or defense therein that the plaintiff party has an
adequate remedy at law.
13.4 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Except when the context requires otherwise, any reference in this Agreement to
any article, section, paragraph or
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clause shall be to the applicable article, section, paragraph or clause to this
Agreement. The words "include," "includes" and "including" are deemed to be
followed by the phrase "without limitation".
13.5 Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held by a court of
competent jurisdiction 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 hereof shall not be in any way
impaired, unless the provisions held invalid, illegal or unenforceable shall
substantially impair the benefits of the remaining provisions hereof.
13.6 Variations in Pronouns. All pronouns and any variations thereof
refer to the masculine, feminine or neuter, singular or plural, as the context
may require.
13.7 Governing Law. This agreement shall be governed and construed in
accordance with the laws of the state of Texas, without regard to conflicts of
laws.
13.8 No Assignment. Except as provided in Article 8, no party may
assign any rights or obligations under this Agreement without the prior written
consent of all parties hereto.
13.9 Third Party Beneficiaries. No person other than the parties hereto
is intended to be a beneficiary of any of the rights granted hereunder. This
Agreement shall not confer any rights or remedies upon any person other than the
parties hereto.
13.10 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument. This Agreement and each
other agreement or instrument entered into in connection herewith or
contemplated hereby, and any amendments hereto, to the extent signed and
delivered by means of a facsimile machine, shall be treated in all manner and
respects as an original agreement or instrument and shall be considered to have
the same binding legal effect as if it were the original signed version thereof
delivered in person. At the request of any party hereto, each other party hereto
shall reexecute original forms thereof and deliver them to all other parties.
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IN WITNESS WHEREOF, the undersigned have executed, or have cause to be
executed, this Agreement on the date first written above.
THE COMPANY: GRANT PRIDECO, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Xxxxxx X. Xxxxxx
Vice President and General Counsel
HOLDERS: SCANA INDUSTRIER ASA
By: /s/ Xxxx Xxxx
------------------------------------
Name: Xxxx Xxxx
Title: Authorised Signatory
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