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EXHIBIT 1.2
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated January 29, 2001 by and between
The Meridian Resource Corporation, a Texas corporation (the "Company"), and
Shell Louisiana Onshore Properties Inc., a Delaware corporation ("Security
Holder").
WITNESSETH:
WHEREAS, the Company and Security Holder have entered into an Option
and Standstill Agreement dated July 17, 2000 (the "Option Agreement"), which
provides, among other things, for the execution of this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and in the Option Agreement the parties hereto agree as
follows:
Section 1. Definitions. The terms defined in this Section 1, whenever
used in this Agreement, shall, unless the context otherwise requires, have the
respective meanings hereinafter specified. Terms not defined in this Agreement,
and defined in the Option Agreement have the meanings assigned them in the
Option Agreement.
"Agreement" shall mean this Registration Rights Agreement.
"Commission" shall mean the United States Securities and Exchange
Commission.
"Common Stock" shall mean the Company's authorized Common Stock, par
value $0.01 per share.
"Company" shall mean The Meridian Resource Corporation, a Texas
corporation, and any successor corporation by merger, consolidation or otherwise
and any parent corporation resulting from the merger or consolidation of the
Company with or into a subsidiary of another corporation.
"Eligible Stock" means the 7,082,030 shares of Common Stock issued in
the name of Security Holder, representing all equity shares of the Company
beneficially owned by Security Holder after giving effect to the transactions
contemplated by the Option Agreement.
"E&P Company" shall mean a Person that, directly or indirectly, has as
one of its material businesses the exploration, development or production of
crude oil or natural gas.
"Exchange Act" shall mean the Securities Exchange Act of 1934, and the
rules and regulations of the Commission thereunder, all as the same shall be in
effect at the time.
"Permitted Transferee" shall mean any Person to which Security Holder
transfers all, but not a portion, of the Registrable Securities.
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"Person" shall mean an individual, a corporation, a partnership, a
trust, an unincorporated organization or a government or any agency or political
subdivision thereof.
"Public Offering" shall mean a firm commitment underwritten public
offering pursuant to a registration statement under the Securities Act.
"Registrable Securities" shall mean the Eligible Stock and any shares
of Common Stock issued or issuable in respect of such shares by way of a stock
dividend or stock split or in connection with a combination or subdivision of
shares, reclassification, recapitalization, merger, consolidation or other
reorganization of the Company. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when (a) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (b) they shall have been
distributed to the public pursuant to Rule 144 (or any successor provision)
under the Securities Act, (c) disposition of them shall not require registration
or qualification of them under the Securities Act or any similar law then in
force or compliance with any rule or regulation under the Securities Act or
similar law, other than compliance with any holding period required by such rule
or regulation, (d) they shall have been otherwise transferred to any Person
other than a Permitted Transferee or (e) they shall have ceased to be
outstanding.
"Registration" shall mean the registration under the Securities Act of
Registrable Securities pursuant to either Section 2.A hereof or 2.B hereof.
"Registration Statement" shall mean a registration statement filed
under the Securities Act or a similar document filed pursuant to any other
statute then in effect corresponding to the Securities Act.
"Securities Act" shall mean the Securities Act of 1933, and the rules
and regulations of the Commission thereunder, all as the same shall be in effect
at the time.
"Security Holder" shall mean Shell Louisiana Onshore Properties Inc., a
Delaware corporation, its permitted assigns, or any affiliate thereof holding
Common Stock or any successor corporation to any of the foregoing by merger or
consolidation or otherwise.
Section 2. Registration Rights.
A. Demand Registrations. Subject to the provisions of Section 5
in the event of assignment of this Agreement, if the Company shall receive a
written request from Security Holder requesting that the Company file a
Registration Statement relating to Registrable Securities, the Company will as
promptly as practicable prepare and file a Registration Statement and use
reasonable best efforts to cause the Registration Statement to become effective;
subject, however, to the following provisions:
(1) the Company shall be required to file no more
than an aggregate of two Registration Statements on behalf of Security
Holder (or Permitted Transferee in the event of an assignment of this
Agreement) pursuant to this Subsection A;
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(2) the Company shall not be obligated (i) to file a
requested Registration in the event that the aggregate number of
Registrable Securities to be included in such requested Registration is
less than 500,000 shares of the issued and outstanding Common Stock; or
(ii) to prepare or file such Registration Statement or an amendment or
supplement thereto, and may suspend sales, at any time when the Company
reasonably determines (by action of the Company's Board of Directors or
an officer duly authorized by the Board of Directors to make such
decision) that the filing thereof at the time requested, or the
offering of Registrable Securities pursuant thereto, would materially
and adversely affect a pending or proposed offering of securities of
the Company, an acquisition, merger, recapitalization, consolidation,
reorganization or similar transaction relating to the Company or
negotiations, discussions or pending proposals with respect thereto or
require premature disclosure of information not otherwise required to
be disclosed to the potential detriment of the Company; provided,
however, that such period of sale or distribution shall resume after
any such suspension for a number of days necessary to keep such
Registration effective for permitted sales thereunder for a term of 90
days. The filing of a Registration Statement, or any amendment or
supplement thereto, by the Company may not be deferred, and the sale
and distribution of shares may not be suspended, in each case pursuant
to the foregoing provisions, for more than 60 days after the
abandonment or consummation (or the completion of the distribution of
securities in the case of a public offering) of any of the proposals or
transactions described therein or, in any event, for more than 120 days
during any one year;
(3) a Registration Statement filed pursuant to a
request of Security Holder shall first include all Registrable
Securities requested to be included by Security Holder and, only after
such inclusion, may, include securities of the Company being sold for
the account of the Company; provided, however, that securities to be
offered on behalf of the Company will be included in such Registration
Statement only to the extent that, in the reasonable opinion of the
managing underwriter for the Public Offering of Registrable Securities
on behalf of Security Holder, such inclusion will not materially
adversely affect the distribution of Registrable Securities on behalf
of Security Holder;
(4) the selection of an underwriter for a Public
Offering of Registrable Securities by Security Holder shall be subject
to the approval of the Company, which shall not be unreasonably
withheld;
(5) for purposes of paragraph (1) of this Subsection
A, if a requested Registration Statement is filed and the Company
otherwise complies with its obligations hereunder, but the Registration
Statement is withdrawn by Security Holder due to a delay in the
offering requested by the Company for a period of more than 15 business
days pursuant to paragraph (2) of this Subsection A, then no requested
Registration Statement shall be deemed to have been filed; and
(6) no Other Holder (as defined below) shall be
entitled to include securities or piggyback in any Registration
demanded by Security Holder.
B. Incidental/"Piggy-back" Registrations. If the Company at
any time proposes to file a Registration Statement (other than a Registration
Statement filed pursuant to
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Subsection A of this Section 2) under the Securities Act relating to a Public
Offering of Common Stock to be sold for cash that would permit the registration
of Registrable Securities, it will give Security Holder as much advance notice,
in writing, as is reasonably practicable under the circumstances, but in any
event not less than five days, before the filing with the Commission of such
Registration Statement, which notice shall set forth the securities proposed to
be registered. The notice shall offer to include in such filing such amount of
Registrable Securities as Security Holder may request. If Security Holder wishes
to have Registrable Securities registered for sale in the Public Offering
pursuant to this Subsection B, it shall advise the Company in writing within 20
days after the date of receipt of such offer from the Company (or such shorter
period, but in any event not less than five days, as the Company shall specify
in its notice to Security Holder), setting forth the amount of Registrable
Securities for which registration is requested. If the managing underwriter of
the proposed Public Offering of Common Stock by the Company shall advise the
Company in writing that, in the reasonable opinion of the managing underwriter,
the distribution of the Registrable Securities requested by Security Holder to
be included in the Registration Statement concurrently with securities being
registered for sale by the Company would materially adversely affect the
distribution of such securities by the Company and Security Holder, then the
Company shall so advise Security Holder and the number of securities that are
entitled to be included in the registration and underwriting shall be allocated
as follows: (i) in the event a Registration Statement is being filed in
connection with the exercise of registration rights by a security holder other
than Security Holder (an "Other Holder"), all of any Other Holder's shares of
Common Stock shall be included in the registration and the remaining number of
securities that are entitled to be included in the registration shall be
allocated (A) 80% to the Company and any other shareholders (not including the
Other Holder or Security Holder) whose shares are to be included in such
Registration Statement and (B) 20% to Security Holder, and (ii) in the event the
registration is not being filed in connection with the exercise of registration
rights of any Other Holder (A) 80% to the Company and any other shareholders
(not including Security Holder) whose shares are to be included in such
Registration Statement and (B) 20% to Security Holder. If any Person does not
agree to the terms of any such underwriting, such Person shall be excluded
therefrom by written notice from the Company or the underwriter.
Nothing contained in this Subsection B shall,
however, limit the Company's right to cancel, postpone or withdraw any such
registration proposed by the Company for any reason.
Any obligation of the Company to effect a
Registration pursuant to this Subsection B shall be conditioned upon Security
Holder entering into an underwriting agreement with the Company and the managing
underwriters of the registered offering of the type described in paragraph (10)
of Subsection C of this Section 2.
C. Registration Procedures. If the Company is required by the
provisions of Subsection A or Subsection B of this Section 2 to effect the
Registration of any of the Registrable Securities under the Securities Act, the
Company will, as soon as is reasonably practicable:
(1) Prepare and file with the Commission a
Registration Statement with respect to such securities and use its
reasonable best efforts to cause such Registration Statement to become
and, subject to paragraph (2) of this Subsection C, remain effective.
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(2) Keep such Registration effective, and the
prospectus used in connection therewith current, for a period of 90
days or until Security Holder has completed the distribution described
in the Registration Statement relating thereto, whichever first occurs
(the "Selling Period"); provided, however, that (a) the Selling Period
shall be extended for a period of time equal to any period that
Security Holder refrains from selling any securities included in such
registration pursuant to a suspension under paragraph (2) of Subsection
A of this Section 2.
(3) Prepare and file with the 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 and such prospectus current in
compliance with Section 10 of the Securities Act, and to comply with
the provisions of the Securities Act with respect to the sale or other
disposition of all Common Stock covered by such Registration Statement;
provided, however, that the Company shall have no obligation under this
paragraph (3) after the period required by paragraph (2) of this
Subsection C has lapsed.
(4) Furnish to Security Holder such number of copies
of such Registration Statement and of each amendment and supplement
thereto (in each case including all exhibits), such number of copies of
the prospectus included in such Registration Statement (including each
preliminary prospectus, summary prospectus and prospectus supplement),
in conformity with the requirements of the Securities Act, and such
other documents, as Security Holder may reasonably require in order to
facilitate the public offering, sale or other disposition of the
Registrable Securities owned by Security Holder.
(5) Use reasonable best efforts to register or
qualify the Common Stock covered by such Registration Statement under
such other securities or blue sky laws of jurisdictions in the United
States of America as Security Holder shall reasonably request
(excluding however any jurisdiction in which the filing would subject
the Company to additional tax liability, and any jurisdiction in which
the Company would be required to execute a general consent to service
of process in effecting such registration or qualification, which
consent would not be required but for this paragraph (5)), and do such
other acts and things as may be required to enable Security Holder to
consummate the public sale or other disposition in such jurisdictions
of the Registrable Securities owned by Security Holder.
(6) Otherwise use reasonable best efforts to comply
with all applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably practicable,
an earnings statement that satisfies the provisions of Section 11(a) of
the Securities Act.
(7) Immediately notify Security Holder at any time
when a prospectus is required to be delivered under the Securities Act
within the Selling Period referred to in paragraph (2) of this
Subsection C, of the Company becoming aware that the prospectus
included in the Registration Statement, or as such prospectus may be
amended or supplemented, includes an untrue statement of a material
fact or omits to state any
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material fact required to be stated therein or necessary in order to
make the statements therein not misleading in light of the
circumstances then existing, and at the request of Security Holder to
promptly prepare and furnish to Security Holder a number of copies of
an amended or supplemental prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registrable Securities,
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 in order to make the statements therein not misleading in the
light of the circumstances then existing. In the event the Company
shall give any such notice, Security Holder shall immediately suspend
use of the prospectus and the Selling Period shall be extended by the
number of days during the period from and including the date of the
giving of such notice to and including the date when Security Holder
shall have received the copies of such supplemented or amended
prospectus.
(8) In the event that the Company suspends use by
Security Holder of a prospectus relating to an offering of Registrable
Securities pursuant to a suspension under paragraph (2) of Subsection A
of this Section 2, because the Company is conducting negotiations for a
material business combination or due to pending material developments
or events that have not yet been publicly disclosed and as to which the
Company believes public disclosure will be prejudicial to the Company,
the Company shall deliver notice in writing to the effect of the
foregoing and, upon receipt of such notice, Security Holder shall not
use the prospectus, and the Selling Period shall cease to run or will
not commence, until Security Holder has received copies of the
supplemented or amended prospectus provided for in paragraph (3) of
this Subsection C, 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
reasonable best 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 any event, promptly after the earlier of (x) public
disclosure of such material business combination or pending material
development or event sufficient to permit an affiliate of the Company
to sell Common Stock or (y) in the judgment of the Company, public
disclosure of such material business combination or material
development or event would not be prejudicial to the Company.
(9) Use its reasonable best efforts to list such
Registrable Securities on the primary securities exchange or other
trading market on which the Common Stock is then listed, if such
Registrable Securities are not already so listed and if such listing is
then permitted under the rules of such exchange or other trading
market, and to provide a transfer agent and registrar for such
Registrable Securities covered by such Registration Statement not later
than the effective date of such Registration Statement.
(10) Enter into such agreements (including an
underwriting agreement in customary form and containing customary
provisions relating to legal opinions and accountants' letters and
customary representations and warranties and customary provisions for
mutual indemnification and contribution between the Company and the
underwriters for Security Holder) and take such other actions as
Security Holder may reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities.
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(11) Make available for inspection by Security
Holder, by any underwriter participating in any disposition to be
effected pursuant to such Registration Statement and by any attorney,
accountant or other agent retained by Security Holder or any such
underwriter, all customary financial and other records, customary
corporate documents and properties of the Company, and cause all of the
Company's officers, directors and employees to supply all customary
information requested by Security Holder, such underwriter, attorney,
accountant or agent, as is reasonably needed in connection with such
Registration Statement; provided such parties execute confidentiality
agreements reasonably acceptable to the Company.
Underwriting discounts and commissions
attributable to securities offered on behalf of Security Holder plus the fees
and expenses of separate counsel for Security Holder incurred in connection with
effecting a Registration pursuant to this Section 2 shall be borne by Security
Holder. All other expenses incurred in connection with the Registration
Statement shall be borne by the Company.
It shall be a condition precedent to the
obligation of the Company to take any action pursuant to this Section 2 in
respect of the Registrable Securities that are to be registered at the request
of Security Holder that Security Holder shall furnish to the Company such
information regarding the securities held by it and the intended method of
disposition thereof as the Company shall reasonably request and as shall be
required in connection with the action taken by the Company.
D. Indemnification.
(1) In the event of any Registration of any
Registrable Securities under the Securities Act pursuant to this
Section 2, the Company agrees to indemnify and hold harmless Security
Holder, its directors, officers and employees, and each other Person,
if any, who controls Security Holder within the meaning of Section 15
of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which Security Holder or any such
director, officer, employee or controlling Person may become subject
under the Securities Act or any other statute or at common law, insofar
as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any alleged untrue
statement of any material fact contained, on the effective date
thereof, in any Registration Statement under which Registrable
Securities were registered under the Securities Act at the request of
Security Holder, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereto, or (ii) any
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
shall reimburse Security Holder or such director, officer, employee or
controlling Person for reasonable legal or any other expenses
reasonably incurred by Security Holder or such director, officer,
employee or controlling Person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,
however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or expense arises
out of or is based upon any alleged untrue statement or alleged
omission made in such Registration Statement, preliminary prospectus,
prospectus, or amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by
Security Holder in writing for use therein; and provided, further, that
the Company shall
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not be liable in any such case to the extent that any such loss, claim,
damage, liability or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission
in the prospectus if such untrue statement or alleged untrue statement
or omission or alleged omission has been the subject of a notice given
to Security Holder pursuant to paragraph (7) of Subsection C of this
Section 2 if Security Holder after receipt of such notice and prior to
the receipt of a corrected prospectus sold a Registrable Security to
the Person asserting such loss, claim, damage, liability or expense who
purchased such Registrable Security that is the subject thereof from
Security Holder. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of Security Holder
or such director, officer, employee or participating Person or
controlling Person, and shall survive the transfer of such securities
by Security Holder.
(2) Security Holder agrees to indemnify and hold
harmless the Company, its directors, officers and employees and each
other Person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act against any losses, claims, damages or
liabilities, joint or several, to which the Company or any such
director, officer, employee or controlling Person may become subject
under the Securities Act or any other statute or at common law, insofar
as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any alleged untrue
statement of any material fact contained, on the effective date
thereof, in any Registration Statement under which Registrable
Securities were registered under the Securities Act at the request of
Security Holder, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereto, or (ii) any
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such alleged
untrue statement or alleged omission was made in such Registration
Statement, preliminary prospectus, prospectus, amendment or supplement
in reliance upon and in conformity with written information furnished
to the Company in writing by Security Holder for use therein, and shall
reimburse the Company or such director, officer, employee or
controlling Person for any reasonable legal or any other expenses
reasonably incurred by the Company or such director, officer, employee
or controlling Person in connection with investigating or defending any
such loss, claim, damage, liability or action.
(3) Promptly after receipt by an indemnified party
hereunder of written notice of the commencement of any action or
proceeding involving a claim referred to in the preceding paragraphs of
this Subsection D, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party, give written
notice to the latter of the commencement of such action; provided, that
the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligation under this
Subsection D to the extent the indemnifying party is not materially
prejudiced by such failure. In case any such action is brought against
an indemnified party, the indemnified party shall permit the
indemnifying party to assume the defense of such action or proceeding,
provided that counsel for the indemnifying party, who shall conduct the
defense of such action or proceeding, shall be approved by the
indemnified party (whose approval shall not be unreasonably withheld)
and the indemnified party may participate in such defense at such
indemnified party's expense
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unless in the opinion of counsel to such indemnified party a conflict
of interest between such indemnified and indemnifying parties may exist
in respect of such claim that would prevent the indemnifying party's
counsel from adequately representing both parties, in which event the
indemnifying party shall pay the reasonable fees and expense of
separate counsel for the indemnified party. No indemnifying party will
consent to entry of any judgment or enter into any settlement that does
not include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation. The indemnifying party shall
not, in connection with any proceeding or related proceedings in the
same jurisdiction, be liable for the fees and expenses of more than one
separate firm for all indemnified parties. The indemnifying party shall
not be liable for any settlement of any proceeding effected without its
written consent.
(4) Indemnification similar to that specified in the
preceding paragraphs of this Subsection D shall be given by the Company
and Security Holder (with such modifications as shall be appropriate)
with respect to liability related to any required registration or other
qualification of Registrable Securities under any Federal or state law
or regulation of governmental authority other than the Securities Act.
(5) If the indemnification provided for in this
Subsection D is unavailable or insufficient to hold harmless an
indemnified party under paragraphs (1) or (2) above, then the
indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of the losses, claims, damages or
liabilities referred to in paragraphs (1) or (2) above, in such
proportion as is appropriate to reflect the relative fault of the
Company on the one hand and Security Holder on the other in connection
with the statements or omissions that resulted in such losses, claims,
damages or liabilities, as well as any other relevant equity
considerations. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company or Security Holder
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission.
The Company and Security Holder agree that it would not be just and
equitable if contributions pursuant to this paragraph (5) were to be
determined by pro rata allocation or by any other method of allocation
that does not take account of the equitable considerations referred to
in the first sentence of this paragraph (5). The amount paid by an
indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this paragraph (5)
shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any action or claim (which shall be limited as provided in
paragraph (3) above if the indemnifying party has assumed the defense
of any such action in accordance with the provisions thereof) that is
the subject of this paragraph (5). Notwithstanding the provisions of
this paragraph (5), in respect of any loss, claim, damage or liability
based upon any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact that relates to
information other than information supplied by Security Holder,
Security Holder shall not be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities offered by it and distributed to the public were offered to
the public exceeds the amount of any damages that Security Holder has
otherwise been
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required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation. Promptly after receipt by an
indemnified party under this paragraph (5) of notice of the
commencement of any action against such party in respect of which a
claim for contribution may be made against an indemnifying party under
this paragraph (5), such indemnified party shall notify the
indemnifying party in writing of the commencement thereof if the notice
specified in paragraph (3) above has not been given with respect to
such action; but the omission so to notify the indemnifying party shall
not relieve it from any liability that it may have to any indemnified
party under this paragraph (5) to the extent such omission is not
prejudicial.
E. Public Availability of Information. The Company shall
comply with all public information reporting requirements of the Commission, to
the extent required from time to time to enable Security Holder to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (i) Rule 144 under the Securities Act,
as such Rule may be amended from time to time, or (ii) any similar rule or
regulation hereafter adopted by the Commission. Upon the request of Security
Holder, the Company will deliver to Security Holder a written statement as to
whether it has complied with such requirements.
F. Supplying Information. The Company shall cooperate with
Security Holder in supplying such information as may be necessary for Security
Holder to complete and file any information reporting forms presently or
hereafter required by the Commission as a condition to the availability of an
exemption from the Securities Act for the sale of any Registrable Securities.
G. Specific Performance. Each party hereto acknowledges and
agrees that each other party hereto would be irreparably harmed and would have
no adequate remedy of law if any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
Accordingly, it is agreed that, in addition to any other remedies by law or in
equity that may be available, the parties hereto shall be entitled to obtain
temporary and permanent injunctive relief with respect to any breach or
threatened breach of, or otherwise obtain specific performance of the covenants
and other agreements contained in this Agreement.
Section 3. Representations and Warranties of the Company. The Company
represents and warrants to Security Holder that (a) the Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Texas and has the corporate power and authority to enter into this
Agreement and to carry out its obligations hereunder, (b) the execution and
delivery of this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Company and no other corporate proceedings
on the part of the Company are necessary to authorize this Agreement or any of
the transactions contemplated hereby, and (c) this Agreement has been duly
executed and delivered by the Company and constitutes a valid and binding
obligation of the Company, and, assuming this Agreement constitutes a valid and
binding obligation of Security Holder, is enforceable against the Company in
accordance with its terms, subject to applicable bankruptcy, reorganization,
insolvency,
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moratorium, fraudulent conveyance and similar laws affecting creditors' rights
generally from time to time and to general principles of equity, and except as
the enforceability thereof may be limited by considerations of public policy.
Section 4. Representations and Warranties of Security Holder. Security
Holder represents and warrants to the Company that (a) Security Holder is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has the corporate power and authority to enter into
this Agreement and to carry out its obligations hereunder, (b) the execution and
delivery of this Agreement by Security Holder and the consummation by Security
Holder of the transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Security Holder and no other corporate
proceedings on the part of Security Holder are necessary to authorize this
Agreement or any of the transactions contemplated hereby, and (c) this Agreement
has been duly executed and delivered by Security Holder and constitutes a valid
and binding obligation of Security Holder, and, assuming this Agreement
constitutes a valid and binding obligation of the Company, is enforceable
against Security Holder in accordance with its terms subject to applicable
bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance and
similar laws affecting creditors' rights generally from time to time and to
general principles of equity, and except as the enforceability thereof may be
limited by considerations of public policy.
Section 5. Assignment. As provided in the next sentence, this Agreement
may be assigned by Security Holder, in whole but not in part, in connection with
any transfer of all, but not a portion, of the Registrable Securities to a
Permitted Transferee except for transfers (i) in a Public Offering or (ii)
pursuant to Rule 144 or Rule 145 under the Securities Act. In order for such
transferee to be entitled to the benefits of this Agreement and thereby become
"Security Holder," such transferee must agree to be bound by this Agreement by
executing a counterpart of this Agreement. In the event of an assignment of this
Agreement pursuant to this Section 5, notices and requests to and from the
Company pursuant to this Agreement shall continue to be made only to and from
Security Holder until such time as Security Holder shall otherwise advise the
Company in writing from time to time that a transferee-Security Holder will give
and receive notices and requests.
In the event that any such transferee-Security Holder
is an E&P Company, then any underwriter for such E&P Company shall have
customary access to perform its due diligence obligations with respect to any
Registration Statement subject to confidentiality obligations that prohibit the
sharing or disclosure of information with such E&P Company, and no such E&P
Company shall, by virtue of this Agreement, have access to non-public
information of the Company.
No transfer or assignment of this Agreement shall
increase the number of Registrations that the Company is obligated to make under
this Agreement.
Section 6. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally or
transmitted by telex, telegram or facsimile transmission or mailed by registered
or certified mail (return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):
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(a) if to Security Holder, to:
Shell Louisiana Onshore Properties Inc.
X.X. Xxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Corporate Secretary
with a copy to:
Shell Oil Company
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxx
Fax: 000-000-0000
(b) if to the Company, to:
The Meridian Resource Corporation
0000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Xx., Chairman and
Chief Executive Officer
Fax: (000) 000-0000
with a copy to:
Xxxxx & Xxxxx, L.L.P.
0000 Xxxx Xxx Xxxxxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxxxxxxxx
Fax: (000) 000-0000
and a copy to:
Fulbright & Xxxxxxxx L.L.P.
0000 XxXxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Fax: (000) 000-0000
Section 7. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.
Section 8. Counterparts. This Agreement may be executed in any number
of counterparts, which together shall constitute a single agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their officers thereunto duly authorized.
THE MERIDIAN RESOURCE CORPORATION
/s/ Xxxxxx X. Xxxxxx Xx.
-----------------------------------------
Xxxxxx X. Xxxxxx, Xx.
Chairman of the Board
and Chief Executive Officer
SHELL LOUISIANA ONSHORE PROPERTIES INC.
By: /s/ R. V. Deere
--------------------------------------
Name: R. V. Deere
-------------------------------
Title: Treasurer
-----------------------------
