EXHIBIT 10.6
EDGE PETROLEUM CORPORATION
a Delaware corporation
REGISTRATION RIGHTS AGREEMENT
January 13, 1997
TABLE OF CONTENTS
Section Page
1. Certain Definitions .............................................................. 1
2. Restrictions on Transferability .................................................. 3
3. Stop Transfer Instructions ....................................................... 3
4. [Intentionally Left Blank] ....................................................... 3
5. Registration Rights .............................................................. 3
5.1 Demand Registration Rights .................................................. 3
5.2 Expenses of Registration .................................................... 4
5.3 Registration Procedures ..................................................... 4
5.4 Indemnification ............................................................. 5
5.5 Certain Agreements of EHC ................................................... 8
5.6 Transfer of Registration Rights; Additional Grants of Registration Rights ... 9
5.7 Termination of Registration Rights .......................................... 9
6. Miscellaneous .................................................................... 9
6.1 GOVERNING LAW ............................................................... 9
6.2 Successors and Assigns ...................................................... 9
6.3 Effectiveness ............................................................... 9
6.4 Entire Agreement; Amendment; Termination .................................... 9
6.5 Notices, Etc. ............................................................... 9
6.6 Delays or Omissions ......................................................... 10
6.7 Understanding of Agreement .................................................. 10
6.8 Severability ................................................................ 10
6.9 Titles and Subtitles ........................................................ 10
6.10 Gender ...................................................................... 11
6.11 Headings .................................................................... 11
6.12 Counterparts ................................................................ 11
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
as of the 13th day of January, 1997 by and among Edge Petroleum Corporation, a
Delaware corporation (the "Company"), and Edge Holding Company Limited
Partnership, a Connecticut limited partnership ("EHC").
Recitals
The Company has determined that it is in the best interests of the
Company to consummate an IPO (as defined below) and certain other transactions,
as contemplated in the Combination Agreement dated December 3, 1996 to which the
Company is a party (the "Combination Agreement"). The Combination Agreement
further provides for the merger (the "Merger") of Edge Mergeco, Inc., a Texas
corporation that is a wholly owned subsidiary of the Company with and into Edge
Petroleum Corporation, a Texas corporation ("Old Edge"), pursuant to which the
shareholders of Old Edge, including EHC, will receive common stock of the
Company in exchange for their common stock of Old Edge, as more fully described
in the Combination Agreement and the Plan of Merger included therein. To
promote the ability of the Company to consummate an IPO, the Company agreed
pursuant to the Combination Agreement to enter into a registration rights
agreement with EHC solely for the purpose of permitting EHC to distribute the
common stock of the Company that it receives pursuant to the Merger to its
partners and EHC wishes to enter into certain agreements with the Company as
more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto agree as follows:
1. Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
"Common Stock" shall mean the common stock of the Company, par value
$.01 per share, and any other securities issued in respect of Common Stock upon
any stock split, stock dividend, recapitalization, merger, consolidation, share
exchange or similar event.
"Demand Registration" shall have the meaning specified in Section
5.1(a) of this Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"IPO" shall mean the first offering of the Company's securities to the
general public registered under a registration statement filed by the Company
with the Commission.
"Merger" shall have the meaning specified in the preamble to this
Agreement.
"Merger Time" shall mean the day that the Merger becomes effective in
accordance with the applicable provisions of the Texas Business Corporation Act.
"Outstanding Registrable Securities" means those Registrable
Securities that are then outstanding .
"Shares" shall mean the shares of Common Stock that were issued at the
Merger Time to EHC pursuant to the Merger.
"Person" means any individual, any foreign or domestic corporation,
general partnership, limited partnership, limited liability company, firm, joint
venture, association, individual retirement account, joint stock company, trust,
estate, unincorporated organization, governmental or regulatory body or other
entity.
"Registrable Securities" shall mean the Shares and any additional
shares of Common Stock or other securities of the Company issued or distributed
to EHC in respect of any other shares of Registrable Securities by way of any
stock split, stock dividend, recapitalization, merger, consolidation, share
exchange or similar event; provided, however, that securities shall be treated
as Registrable Securities only if and only for so long as they are held by EHC,
and (i) they have not been disposed of pursuant to a registration statement
declared effective by the Commission, so that all transfer restrictions and
restrictive legends with respect thereto are removed upon the consummation of
such sale, or (ii) they have not been distributed to EHC's partners or otherwise
sold in a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act, so that all transfer restrictions and
restrictive legends with respect thereto are removed upon the consummation of
such distribution or sale, or (iii) the registration rights of EHC under this
Agreement have not expired pursuant to Section 5.7.
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.
"Registration Expenses" shall mean all expenses, other than Selling
Expenses (as defined below), incurred by the Company in complying with Section
5.1 hereof, including, without limitation, all registration, qualification,
listing and filing fees, printing expenses, fees and expenses of counsel for
the Company, the expense of any special audits incident to or required by any
such registration (any including the reasonable fees and expenses of one legal
counsel for EHC)..
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"Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean all stock transfer taxes applicable to
the securities registered by EHC and, except as set forth above, all fees and
disbursements of counsel for any limited partner or for EHC not included as a
Registration Expense and any broker/dealer related expense.
"Termination Date" shall have the meaning specified in Section 5.7 of
this Agreement.
2. Restrictions on Transferability. The Registrable Securities
shall not be sold, assigned, transferred or pledged except under a registration
statement as contemplated by this Agreement, in accordance with Rule 145 or in a
transaction otherwise exempt from the Securities Act.
3. Stop Transfer Instructions. EHC consents to the Company making a
notation on its records and giving instructions to any transfer agent of the
Shares in order to implement the restrictions on transfer established in this
Agreement. The Company agrees to keep a copy of this Agreement (as it may from
time to time be amended) at its place of business and to make this Agreement
subject to the same right of examination by stockholders of the Company, in
person or by agent, attorney or accountant, as are the books and records of the
Company.
4. [Intentionally Left Blank].
5. Registration Rights.
5.1 Demand Registration Rights.
(a) Request for Registration. In case the Company shall receive
from EHC a written request that the Company effect any registration,
qualification or compliance with respect to all the shares of Registrable
Securities then outstanding (a "Demand Registration"), the Company will:
(i) as soon as practicable, use its reasonable best lawful
efforts to effect such registration, qualification or compliance (including,
without limitation, appropriate qualification under applicable blue sky or other
state securities laws and appropriate compliance with applicable regulations
issued under the Securities Act and any other governmental requirements or
regulations) as may be so requested and as would permit or facilitate the sale
and distribution of all the Registrable Securities; provided, however, that the
Company shall not be obligated to take any action to effect any such
registration, qualification or compliance pursuant to this Section 5.1:
(A) In any particular jurisdiction in which the Company
would be required to execute a general consent to service of process in
effecting such registration,
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qualification or compliance unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act;
(B) Prior to six months after the closing date of the
IPO;
(C) If the Company shall furnish to EHC a certificate
signed by the President of the Company stating that in the good faith judgment
of the Board of Directors it would be seriously detrimental to the Company or
its shareholders for a registration statement to be filed in the near future,
then the Company's obligation to use its reasonable best lawful efforts to
register, qualify or comply under this Section 5.1 shall be deferred once (with
respect to any demand for registration hereunder) for a period not to exceed
thirty (30) days from the date of receipt of written request from EHC, provided
that the Company cannot pursuant to this Section 5.1(a)(i)(C) delay
implementation of a demand for registration more than once.
Subject to the foregoing clauses (A) through (C), the Company shall
file a registration statement covering the Registrable Securities so requested
to be registered as soon as practicable, after receipt of the request or
requests of EHC, provided, however that the Company shall be obligated to effect
only one Demand Registration that is for the purpose of permitting EHC to
distribute the Registrable Securities to its partners pursuant to this Section
5.1. Notwithstanding the foregoing, a registration will not count as a Demand
Registration under this Section 5 until such registration has become effective
and unless EHC is able to register and distribute to its partners the shares
requested by it to be included in such registration.
(b) The Company may register securities for sale for its own
account or for the account of any other securities holder in the registration
requested pursuant to this Section 5.1.
5.2 Expenses of Registration. All Registration Expenses incurred
in connection with the registrations pursuant to Section 5.1 shall be borne by
the Company. Unless otherwise stated, all Selling Expenses relating to
securities registered on behalf of EHC shall be borne by EHC.
5.3 Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Agreement,
the Company will keep EHC 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:
(a) use its best efforts to prepare and file with the
Commission a registration statement with respect to such securities and use its
best lawful efforts to cause such registration statement to become and remain
effective for a period until EHC has completed the distribution of the shares of
Common Stock registered thereunder to its partners (which must be accomplished
as promptly as practicable) as described in the registration statement relating
thereto,
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provided, however that notwithstanding the foregoing the Company shall not be
required to cause such registration statement to remain effective for a period
exceeding ten days;
(b) Prepare and file with the Commission such amendments
(including post-effective amendments) to such registration statement and
supplements to the related prospectus as may be necessary to comply with the
provisions of the Securities Act with respect to the distribution to EHC's
partners of all securities covered by such registration statement;
(c) Furnish such number of prospectuses and other documents
incident thereto, including any amendment of or supplement to the prospectus, as
EHC from time to time may reasonably request and furnish a copy of each filing
with the Commission and all correspondence with the Commission with respect to
such filing;
(d) Notify EHC at any time when a prospectus relating to such
registration statement 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, as then in effect, includes an 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 and furnish to such seller a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the partners of EHC, 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;
(e) Cause all such Registrable Securities registered pursuant
hereto to be listed on each securities exchange or quoted on a quotation system
on which similar securities issued by the Company are then listed or quoted;
(f) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant to such registration statement and a CUSIP number
for all such Registrable Securities, in each case not later than the effective
date of such registration;
(g) Otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission.
5.4 Indemnification.
(a) Indemnification by the Company. To the extent permitted by
law, the Company will indemnify EHC, each of its general partners and legal
counsel and each Person controlling EHC within the meaning of either 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 all expenses, claims, losses, damages or liabilities (or
actions
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or proceedings 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
relating to the Registrable Securities, or in any amendment or supplement
thereto, 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
or any rule or regulation promulgated under the Securities Act applicable to the
Company in connection with any such registration, qualification or compliance
relating to the Registrable Securities, and the Company will reimburse EHC, each
of its general partners and legal counsel and each Person controlling EHC for
any legal and any other expenses reasonably incurred in connection with
investigating, preparing, settling 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 written
information furnished to the Company by EHC or controlling Person and stated to
be specifically for use therein. Notwithstanding the foregoing, insofar as the
foregoing indemnity relates to any such untrue statement or alleged untrue
statement or omission or alleged omission made in the preliminary prospectus but
eliminated or remedied in the amended prospectus on file with the Commission at
the time the registration statement becomes effective or in the final prospectus
filed with the Commission pursuant to Rule 424(b) of the Commission, the
indemnity agreement herein shall not inure to the benefit of any party
indemnified pursuant to this Section 5.4(a) if a copy of the final prospectus
filed pursuant to Rule 424(b) was not furnished to the Person or entity
asserting the loss, liability, claim or damage at or prior to the time such
furnishing is required by the Securities Act.
(b) Indemnification by EHC. To the extent permitted by law,
EHC will indemnify the Company, each of its directors, officers and legal
counsel and each Person who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act against all
claims, losses, damages and liabilities or actions in respect thereof 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 relating to the Registrable Securities, 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, and
will reimburse the Company, such directors, officers, legal counsel, Persons or
control persons for any legal or any other expenses reasonably incurred in
connection with investigating 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 written information
furnished to the Company by EHC and stated to be specifically for use therein.
In addition, insofar as the foregoing indemnity relates to any such untrue
statement or alleged untrue statement or omission or alleged omission made in
the preliminary prospectus but eliminated or remedied in the amended prospectus
on file with the Commission at the time the registration statement becomes
effective or in the final prospectus filed pursuant to Rule 424(b) of
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the Commission, the indemnity agreement herein shall not inure to the benefit
of the Company if a copy of the final prospectus filed pursuant to Rule 424(b)
was not furnished to the Person or entity asserting the loss, liability, claim
or damage at or prior to the time such furnishing is required by the Securities
Act.
(c) Each party entitled to indemnification under this Section
5.4 (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 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 any litigation resulting
therefrom, 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 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 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. 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 in respect
to such claim or litigation. No Indemnified Party shall consent to entry of any
judgment or enter into any settlement without the consent of each Indemnifying
Party (which consent shall not be unreasonably withheld). Each Indemnified Party
shall furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with defense of such claim and litigation resulting
therefrom.
(d) If the indemnification provided for in this Section 5.4 is
held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any losses, claims, damages, expenses or liabilities
referred to therein, then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages, expenses or
liabilities in such proportion as is appropriate to reflect the relative fault
of the Company on the one hand and EHC on the other in connection with the
statements or omissions which resulted in such losses, claims, damages, expenses
or liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and EHC on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or by EHC and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and EHC agree that it
would not be just and equitable if contribution pursuant to this Section 5.4(d)
were based solely upon the number of entities from whom contribution was
requested or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 5.4(d). The
amount paid
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or payable by an Indemnified Party as a result of the losses, claims, damages,
expenses and liabilities referred to above in this Section 5.4(d) shall be
deemed to include any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such action
or claim, subject to the provisions of Section 5.4(c) hereof. No Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.
5.5 Certain Agreements of EHC.
(a) In connection with any registration in which EHC is
participating, EHC shall furnish to the Company such information regarding EHC,
the Registrable Securities and the distribution to its partners proposed by EHC,
as the Company may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification or compliance
referred to in Section 5.
(b) EHC agrees that, upon receipt of any notice from the
Company of the happening of any event requiring the preparation of a supplement
or amendment to a prospectus relating to Registrable Securities so that, as
thereafter delivered to the partners of EHC, 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,
EHC will forthwith discontinue distribution of Registrable Securities to its
partners pursuant to the registration statement contemplated by this Agreement
until its receipt of copies of the supplemented or amended prospectus from the
Company and, if so directed by the Company, EHC shall deliver to the Company all
copies, other than permanent file copies then in EHC's possession, of the
prospectus covering such Registrable Securities that is current at the time of
receipt of such notice.
(c) EHC agrees to notify the Company, at any time when a
prospectus relating to the registration statement contemplated by this Agreement
is required to be delivered by it under the Act, of the occurrence of any event
relating to EHC which requires the preparation of a supplement or amendment to
such prospectus so that, as thereafter delivered to the partners of EHC, 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 relating to EHC, and EHC shall promptly make
available to the Company information necessary to enable the Company to prepare
any such supplement or amendment. EHC agrees not to take any action with respect
to any distribution deemed to be made pursuant to such registration statement
that constitutes a violation of Rule 10(b)6 under the Exchange Act or any other
applicable rule, regulation or law.
(d) EHC acknowledges and agrees that the plan of distribution
in the registration statement to be filed pursuant to this Agreement shall only
describe a distribution of Registrable Securities by EHC to its partners and
during the time the registration statement is effective the Registrable
Securities to be so transferred pursuant to such registration statement will
only be transferred by EHC in accordance with such plan of distribution (and the
parties specifically agree
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that the registration does not cover any resale of securities by EHC's partners
to third parties nor does it cover any sales by EHC to third parties).
5.6 Transfer of Registration Rights; Additional Grants of
Registration Rights. The registration rights granted to EHC under Section 5 may
not be transferred to any other person or entity. Nothing herein shall limit
the ability of the Company to grant to any person or entity any registration or
similar rights in the future with respect to Common Stock or other securities of
the Company.
5.7 Termination of Registration Rights. The registration rights
granted to EHC pursuant to this Agreement shall terminate on December 31, 1998
(the "Termination Date").
6. Miscellaneous.
6.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS
BY THE INTERNAL LAWS OF THE STATE OF DELAWARE.
6.2 Successors and Assigns. Except as otherwise provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
6.3 Effectiveness. This Agreement shall become effective upon its
execution by EHC and the Company.
6.4 Entire Agreement; Amendment; Termination. This Agreement, the
Rule 145 letter executed by EHC and the Combination Agreement constitute the
full and entire understanding and agreement between the parties with regard to
the subject hereof. Except as expressly provided herein, neither this Agreement
nor any term hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought; provided further,
however, that any provisions hereof may be amended, waived, discharged or
terminated upon the written consent of the Company and EHC. The Company's
obligations hereunder except for the provisions of Section 5.4 (which shall
survive until the expiration of the applicable statute of limitations) and this
Section 6 shall terminate and be of no further force and effect on the
Termination Date.
6.5 Notices, Etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
including Federal Express or similar courier service, or by facsimile
transmission addressed (a) if to EHC, to Edge Holding Company Limited
Partnership, 00 Xxxxxxxx Xxxxxx, #00, X.X. Xxx 0000, Xxxxxxxxxx, Xxxxxxxxxxx
00000, Attn: Xx. Xxxx Xxxxxxxxx; telefax number (000) 000-0000, or at such other
address as EHC shall have furnished to the Company in writing, or (b) if to the
Company, to Edge Petroleum Corporation, 0000 Xxxxx,
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Xxxxx 0000, Xxxxxxx, Xxxxx 00000, Attn: President; telefax number
(000) 000-0000, or at such other address as the Company shall have furnished to
EHC.
Each such notice or other communication shall for all purposes of
this Agreement be treated as effective or having been given when delivered if
delivered personally, or, if sent by mail, at the earlier of its receipt or five
days after the same has been deposited in a regularly maintained receptacle for
the deposit of the United States mail, addressed and mailed as aforesaid, or, if
sent by courier, on the next business day following the day of dispatch or sent
by facsimile transmission, on the date of such transmission if confirmation of
such transmission is received.
6.6 Delays or Omissions. Except as expressly provided herein, no
delay or omission to exercise any right, power or remedy accruing to any party
upon any breach or default of another party the Company under this Agreement
shall impair any such right, power or remedy of such party that is not in breach
or default nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any party of any breach or default under this Agreement, or any
waiver on the part of any party of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or by law or otherwise afforded to any party, shall be cumulative and
not alternative.
6.7 Understanding of Agreement. Each Person signing this Agreement
acknowledges:
(a) he was urged by the other parties to secure legal counsel in
connection with this Agreement;
(b) he has carefully read and understood the provisions of this
Agreement;
(c) he has given informed consent to this Agreement and was not
subjected to fraud, duress, or overreaching.
6.8 Severability. In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force and
effect without said provision; provided that no such severability shall be
effective if it materially changes the economic benefit of this Agreement to any
party.
6.9 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not considered in construing or
interpreting this Agreement.
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6.10 Gender. As used herein, masculine pronouns shall include the
feminine and neuter, neuter pronouns shall include the masculine and the
feminine.
6.11 Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise effect the meaning hereof.
6.12 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
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IN WITNESS WHEREOF, the undersigned or each of their respective duly
authorized officers or representatives have executed this agreement effective
upon the date first set forth above.
EDGE PETROLEUM CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Chief Executive Officer
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EDGE HOLDING COMPANY
LIMITED PARTNERSHIP
By: /s/ Xxxx Xxxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxxx
--------------------------------
Title: General Partner
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