Exhibit 4.3
REGISTRATION RIGHTS AGREEMENT
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This Registration Rights Agreement is made and entered into as of
November 17, 2000, by and between Comverse Technology, Inc., a New York
corporation (the "Company"), and Xxxxxx Brothers Inc. (the "Initial Purchaser")
who has purchased or has the right to purchase up to $500,000,000 (up to
$600,000,000 if the over-allotment option is exercised) in aggregate principal
amount of 1 1/2% Senior Convertible Debentures due 2005 (the "Debentures") of
the Company pursuant to the Purchase Agreement (as such term is defined below).
This Agreement is made pursuant to the Purchase Agreement, dated
November 17, 2000, between the Company and the Initial Purchaser (the "Purchase
Agreement"). In order to induce the Initial Purchaser to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights provided
for in this Agreement to the Initial Purchaser and their respective direct and
indirect transferees (i) for the benefit of the Initial Purchaser, (ii) for the
benefit of the holders from time to time of the Debentures (including the
Initial Purchaser) and the holders from time to time of the Common Stock
issuable or issued upon conversion of the Debentures and (iii) for the benefit
of the securities constituting the Transfer Restricted Securities (as defined
below). The execution of this Agreement is a condition to the closing of the
transactions contemplated by the Purchase Agreement.
The parties hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:
Advice: As defined in Section 2(d) hereof.
Affiliate: An affiliate of any specified person shall mean any other
person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified person. For the purposes of this
definition, "control," when used with respect to any person, means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise and
the terms "affiliated," "controlling" and "controlled" have meanings correlative
to the foregoing.
Agreement: This Registration Rights Agreement, as the same may be
amended, supplemented or modified from time to time in accordance with the terms
hereof.
Business Day: Each Monday, Tuesday, Wednesday, Thursday and Friday that
is not a day on which banking institutions in New York, New York are authorized
or obligated by law or executive order to close.
Closing Date: November 22, 2000.
Common Stock: common stock, $0.10 par value per share, of the Company
and any other shares of common stock as may constitute "Common Stock" for
purposes of the Indenture, in each case, as issuable or issued upon conversion
of the Debentures.
Company: Comverse Technology, Inc., a New York corporation, and any
successor corporation thereto.
controlling person: As defined in Section 6(a) hereof.
Debentures: The $500,000,000 aggregate principal amount of 1 1/2% Senior
Convertible Debentures due 2005 of the Company being issued pursuant to the
Indenture (together with the up to $100,000,000 aggregate principal amount of
such Debentures if, and to the extent, the Initial Purchaser's over-allotment
option is exercised).
Effectiveness Period: As defined in Section 2(a) hereof.
Effectiveness Target Date: The 180th day following the Closing Date.
Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated by the SEC pursuant thereto.
Filing Date: The 90th day after the Closing Date.
Holder: Each owner of any Transfer Restricted Securities.
Indemnified Person: As defined in Section 6(a) hereof.
Indenture: The Indenture, dated as of the date hereof, between the
Company and the Trustee thereunder, pursuant to which the Debentures are being
issued, as amended, modified or supplemented from time to time in accordance
with the terms thereof.
Initial Purchaser: As defined in the first paragraph hereof.
Liquidated Damages: As defined in Section 3 hereof.
Proceeding: An action, claim, suit or proceeding (including, without
limitation, an investigation or partial proceeding, such as disposition),
whether commenced or threatened.
Prospectus: 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 pursuant to the Securities
Act), as amended or supplemented by any prospectus supplement, with respect to
the resale of any of the Transfer Restricted Securities covered by such
Registration Statement, and all other amendments and supplements to any such
prospectus, including post-effective amendments, and all materials incorporated
by reference or deemed to be incorporated by reference, if any, in such
prospectus.
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Purchase Agreement: As defined in the second paragraph hereof.
Registration Statement: Any registration statement of the Company filed
with the SEC pursuant to the Securities Act that covers the resale of any of the
Transfer Restricted Securities pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such registration
statement or Prospectus, including pre- and post-effective amendments, all
exhibits thereto, and all material incorporated by reference or deemed to be
incorporated by reference, if any, in such registration statement.
Rule 144: Rule 144 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any successor rule or
regulation.
Rule 144A: Rule 144A promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any successor rule or
regulation.
Rule 158: Rule 158 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any successor rule or
regulation.
Rule 174: Rule 174 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any successor rule or
regulation.
Rule 415: Rule 415 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any successor rule or
regulation.
Rule 424: Rule 424 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any successor rule or
regulation.
Sale Notice: As defined in Section 2(d) hereof.
SEC: The Securities and Exchange Commission.
Securities Act: The Securities Act of 1933, as amended, and the rules
and regulations promulgated by the SEC thereunder.
Shelf Registration Statement: As defined in Section 2(a) hereof.
Special Counsel: Any special counsel to the holders of Transfer
Restricted Securities.
TIA: The Trust Indenture Act of 1939, as amended.
Transfer Restricted Securities: The Debentures and the shares of Common
Stock into which the Debentures are converted or convertible (including any
shares of Common Stock issued or issuable thereon upon any stock split, stock
combination, stock dividend or the like), upon original issuance thereof, and at
all times subsequent thereto, and associated related rights, if any, until, in
the case of any such Debenture or share (and associated rights) (i) the date on
which the resale thereof has been registered effectively pursuant to the
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Securities Act and have been disposed of in accordance with the Registration
Statement relating thereto, (ii) the date on which either such Debenture or the
shares of Common Stock issued upon conversion of such Debenture are distributed
to the public pursuant to Rule 144 (or any similar provisions then in effect) or
are saleable pursuant to Rule 144(k) promulgated by the SEC pursuant to the
Securities Act or (iii) the date on which it ceases to be outstanding, whichever
date is earliest.
Trustee: The Trustee under the Indenture.
Underwritten registration or underwritten offering: A registration in
connection with which securities of the Company are sold to an underwriter for
reoffering to the public pursuant to an effective Registration Statement.
References herein to the term "Holders of a majority in aggregate
principal amount of Transfer Restricted Securities" or words to a similar effect
shall mean, with respect to any request, notice, demand, objection or other
action by the holders of Transfer Restricted Securities hereunder or pursuant
hereto (each, an "Act"), registered holders of a number of shares of then
outstanding Common Stock constituting Transfer Restricted Securities and an
aggregate principal amount of then outstanding Debentures constituting Transfer
Restricted Securities, such that the sum of such shares of Common Stock and the
shares of Common Stock issuable upon conversion of such Debentures constitute in
excess of 50% of the sum of all of the then outstanding shares of Common Stock
constituting Transfer Restricted Securities and the number of shares of Common
Stock issuable upon conversion of then outstanding Debentures constituting
Transfer Restricted Securities. For purposes of the immediately preceding
sentence, (i) any Holder may elect to take any Act with respect to all or any
portion of Transfer Restricted Securities held by it and only the portion as to
which such Act is taken shall be included in the numerator of the fraction
described in the preceding sentence and (ii) Transfer Restricted Securities
owned, directly or indirectly, by the Company or its Affiliates shall be deemed
not to be outstanding.
2. Shelf Registration Statement.
(a) The Company agrees to file with the SEC as soon as
practicable after the Closing Date, but in no event later than the
Filing Date, a Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415 covering all of the Transfer
Restricted Securities (the "Shelf Registration Statement"). The Shelf
Registration Statement shall be on Form S-3 under the Securities Act or
another appropriate form selected by the Company permitting
registration of such Transfer Restricted Securities for resale by the
Holders in the manner or manners reasonably designated by them
(including, without limitation, one or more underwritten offerings).
The Company shall not permit any securities other than the Transfer
Restricted Securities to be included in the Shelf Registration
Statement. The Company shall use all reasonable efforts to cause the
Shelf Registration Statement to be declared effective pursuant to the
Securities Act as promptly as practicable following the filing thereof,
but in no event later than the Effectiveness Target Date, and to keep
the Shelf Registration Statement continuously effective under the
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Securities Act until the date that is 24 months after the date on which
all of the Debentures are sold (including those sold pursuant to the
over-allotment option granted to the Initial Purchaser in the Purchase
Agreement) to the Initial Purchaser (the "Effectiveness Period"), or
such shorter period ending when there cease to be outstanding any
Transfer Restricted Securities.
(b) Supplements and Amendments. Subject to Section 2(d) hereof,
the Company shall use its reasonable efforts to keep the Shelf
Registration Statement continuously effective by supplementing and
amending the Shelf Registration Statement if required by the rules,
regulations or instructions applicable to the registration form used
for such Shelf Registration Statement, if required by the Securities
Act, or if reasonably requested by the Holders of a majority in
aggregate principal amount, in the case of the Debentures, or the
number, in the case of the Common Stock, of the Transfer Restricted
Securities or by any underwriter of such Transfer Restricted
Securities.
(c) Selling Securityholder Information. The Company may require
each Holder of Transfer Restricted Securities to be sold pursuant to
the Shelf Registration Statement to furnish to the Company such
information regarding the Holder and the distribution of the Transfer
Restricted Securities as the Company may from time to time reasonably
require for inclusion in the Shelf Registration Statement, and the
Company may exclude from such registration the Transfer Restricted
Securities of any Holder that fails to furnish such information within
a reasonable time after receiving such request. Each Holder of Transfer
Restricted Securities to be sold pursuant to a Shelf Registration
Statement agrees to furnish to the Company all information required to
be disclosed in order to make the information previously furnished to
the Company by such Holder not misleading.
(d) Certain Notices; Suspension of Sales. Each Holder of
Transfer Restricted Securities agrees by its acquisition of such
Transfer Restricted Securities to notify the Company (a "Sale Notice")
not later than three (3) Business Days prior to any proposed sale by
such Holder of Transfer Restricted Securities pursuant to the Shelf
Registration Statement, which notice shall be effective for five (5)
Business Days. The Company may, upon written notice to such Holder,
suspend such Holder's use of the Prospectus (which is a part of the
Shelf Registration Statement) for a reasonable period not to exceed
sixty (60) days if the Company in its reasonable judgment believes it
may possess material non-public information the disclosure of which in
its reasonable judgment would have a material adverse effect on the
Company and its subsidiaries taken as a whole. Each Holder of Transfer
Restricted Securities agrees by its acquisition of such Transfer
Restricted Securities to hold any communication by the Company in
response to a Sale Notice in confidence. Each Holder of Transfer
Restricted Securities further agrees by its acquisition of such
Transfer Restricted Securities that, upon receipt of any notice from
the Company of the happening of any event of the kind described in
Section 4(c)(ii), 4(c)(iii), 4(c)(v) or 4(c)(vi) hereof, such Holder
will forthwith discontinue disposition of such Transfer Restricted
Securities covered by such Registration Statement or Prospectus (other
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than in lawful transactions exempt from the registration requirements
under the Securities Act) until such Holder's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 4(j)
hereof, or until it is advised in writing (the "Advice") by the Company
that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental
filings that are incorporated or deemed to be incorporated by reference
in such Prospectus.
(e) Compliance. The Company shall cause the Shelf Registration
Statement and the Prospectus and any amendment or supplement thereto,
as of the effective date of the Shelf Registration Statement, amendment
or supplement, (i) to comply as to form in all material respects with
the applicable requirements of the Securities Act and the rules and
regulations of the SEC and (ii) not to contain any 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, in the
light of the circumstances under which they were made, not misleading.
3. Liquidated Damages. If (a) the Shelf Registration Statement is not
filed with the SEC on or prior to the Filing Date or (b) the Shelf Registration
Statement has not been declared effective by the SEC on or prior to the
Effectiveness Target Date (each such event referred to in clauses (a) and (b), a
"Registration Default"), then the Company will pay to each Holder, for the first
90-day period immediately following the occurrence of such Registration Default,
liquidated damages ("Liquidated Damages") in an amount equal to one-quarter of
one percent (0.25%) per annum times the principal amount of the Transfer
Restricted Securities held by such Holder for so long as the Registration
Default continues. The amount of Liquidated Damages payable to each Holder shall
increase by an additional one-quarter of one percent (0.25%) per annum times the
principal amount of Transfer Restricted Securities held by such Holder from and
after the 91st day following such Registration Default; provided, however, that
(1) upon filing of the Shelf Registration Statement, in the case of (i) above,
or (2) upon the effectiveness of the Shelf Registration Statement, in the case
of (ii) above, the Liquidated Damages payable with respect to such Transfer
Restricted Securities as a result of such clause (i) or (ii), as applicable,
shall cease; and, provided, further, that the amount of Liquidated Damages shall
never exceed one-half of one percent (0.5%) per annum.
Liquidated Damages shall be paid semi-annually in arrears, with the
first semi-annual payment due on the first interest payment date, as applicable,
following the date on which such Liquidated Damages begin to accrue, and shall
be paid to holders of record of such Transfer Restricted Securities on such
interest payment date in the same manner as interest is paid under the
Indenture. The payment of any such Liquidated Damages shall in all respects be
subject to the terms and conditions set forth in the Indenture, including,
without limitation, the subordination provisions thereof. All obligations of the
Company set forth in the preceding paragraph that are outstanding with respect
to any Transfer Restricted Security at the time such security ceases to be a
Transfer Restricted Security shall survive until such time as all such
obligations with respect to such security shall have been satisfied in full.
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4. Registration Procedures. In connection with the Company's
registration obligations hereunder, the Company shall effect such registrations
on the appropriate form selected by the Company available for the sale of the
Transfer Restricted Securities to permit the sale of Transfer Restricted
Securities in accordance with the intended method or methods of disposition
thereof, and pursuant thereto the Company shall as expeditiously as possible:
(a) No fewer than five Business Days prior to the initial
filing of a Registration Statement or Prospectus and no fewer than two
Business Days prior to the filing of any amendment or supplement
thereto (including any document that would be incorporated or deemed to
be incorporated therein by reference), furnish to the registered (as of
the most recent reasonably practicable date which shall not be more
than two Business Days prior to the date such notice is personally
delivered, delivered to a next-day courier, deposited in the mail or
telecopied, as the case may be) Holders of the Transfer Restricted
Securities, Special Counsel and the managing underwriters, if any,
copies of all such documents proposed to be filed, which documents
(including those incorporated or deemed to be incorporated by
reference) will be subject to the review of such Holders, Special
Counsel and such underwriters, if any, and cause the officers and
directors of the Company, counsel to the Company and independent
certified public accountants to the Company to respond to such
inquiries as shall be necessary in connection with such Registration
Statement, in the opinion of respective counsel to such Holders and
such underwriters, to conduct a reasonable investigation within the
meaning of the Securities Act. The Company shall not file any such
Registration Statement or related Prospectus or any amendments or
supplements thereto to which the Holders of a majority in aggregate
principal amount, in the case of the Debentures, or the number, in the
case of the Common Stock, of the Transfer Restricted Securities,
Special Counsel, or the managing underwriters, if any, shall reasonably
object on a timely basis;
(b) Subject to Section 2(d) hereof, prepare and file with the
SEC such amendments, including post-effective amendments, to each
Registration Statement as may be necessary to keep such Registration
Statement continuously effective for the applicable time period set
forth in Section 2(a) hereof; and cause the related Prospectus to be
supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar
provisions then in force) under the Securities Act and the Exchange Act
with respect to the disposition of all securities covered by such
Registration Statement during such period in accordance with the
intended methods of disposition by the sellers thereof set forth in
such Registration Statement as so amended or in such Prospectus as so
supplemented;
(c) Notify the registered (as of the most recent reasonably
practicable date which shall not be more than two Business Days prior
to the date such notice is personally delivered, delivered to a
next-day courier, deposited in the mail or telecopied, as the case may
be) Holders of Transfer Restricted Securities to be sold or Special
Counsel and the managing underwriters, if any, promptly (and in the
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case of an event specified by clause (i)(A) of this paragraph in no
event fewer than two Business Days prior to such filing), and (if
requested by any such person), confirm such notice in writing, (i)(A)
when a Prospectus or any Prospectus supplement or post-effective
amendment is proposed to be filed, and, (B) with respect to a
Registration Statement or any post-effective amendment, when the same
has become effective, (ii) of any request of 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 related thereto, (iii) of the issuance by the SEC, any
state securities commission, any other governmental agency or any court
of any stop order, order or injunction suspending or enjoining the use
or the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) if at any time any of the
representations and warranties of the Company contained in any
agreement (including any underwriting agreement) contemplated by
Section 4(l) hereof are not true and correct in all material respects,
(v) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of
any of the Transfer Restricted Securities for sale in any jurisdiction,
or the initiation or threatening of any proceeding for such purpose,
and (vi) of the existence of any fact and the happening of any event
that makes any statement made in such Registration Statement or related
Prospectus untrue in any material respect, or that requires the making
of any changes in such Registration Statement or Prospectus so 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, such
Prospectus 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, in the light of the
circumstances under which they were made, not misleading, except if the
existence of such fact or the happening of any such event results from
a corporate development that is being pursued by the Company (A) the
disclosure of which in the Company's reasonable judgment would have a
material adverse effect on the Company and its subsidiaries taken as a
whole and (B) which, in the Company's reasonable judgment after
consultation with counsel would not, in the absence of an effective
Registration Statement, be required to be disclosed by the Company;
(d) Use all reasonable efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of any order enjoining or suspending the
use or effectiveness of a Registration Statement or the lifting of any
suspension of the qualification (or exemption from qualification) of
any of the Transfer Restricted Securities for sale in any jurisdiction,
at the earliest practicable moment;
(e) Subject to Section 2(c) hereof, if reasonably requested by
the managing underwriters, if any, or the Holders of a majority in
aggregate principal amount, in the case of the Debentures, or the
number, in the case of the Common Stock, of the Transfer Restricted
Securities being sold in connection with such offering, (i) promptly
incorporate in a Prospectus supplement or post-effective amendment such
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information as the managing underwriters, if any, and such Holders
agree should be included therein, and (ii) make all required filings of
such Prospectus supplement or such post-effective amendment as soon as
practicable after the Company has received notification of the matters
to be incorporated in such Prospectus supplement or post-effective
amendment; provided, however, that the Company shall not be required to
take any action pursuant to this Section 4(e) that would, in the
opinion of counsel for the Company, violate applicable law;
(f) Furnish to each Holder who so requests, Special Counsel and
each managing underwriter, if any, without charge, at least one
conformed copy of each Registration Statement and each amendment
thereto, including financial statements (but excluding schedules, all
documents incorporated or deemed to be incorporated therein by
reference and all exhibits, unless requested in writing by such Holder,
counsel or managing underwriter);
(g) Deliver to each Holder, Special Counsel, and the
underwriters, if any, without charge, as many copies of the Prospectus
or Prospectuses (including each form of prospectus) and each amendment
or supplement thereto to such persons who reasonably request; and,
unless the Company shall have given notice to such Holder pursuant to
Section 4(c)(vi), the Company hereby consents to the use of such
Prospectus and each amendment or supplement thereto by each of the
selling Holders of Transfer Restricted Securities and the underwriters,
if any, in connection with the offering and sale of the Transfer
Restricted Securities covered by such Prospectus and any amendment or
supplement thereto;
(h) Prior to any public offering of Transfer Restricted
Securities, use all reasonable efforts to register or qualify, or
cooperate with the Holders of Transfer Restricted Securities to be
sold, the underwriters, if any, and their respective counsel in
connection with the registration or qualification (or exemption from
such registration or qualification) of, such Transfer Restricted
Securities for offer and sale under the securities or Blue Sky laws of
such jurisdictions within the United States as any Holder or
underwriter reasonably requests in writing, keep each such registration
or qualification (or exemption therefrom) effective during the period
such Registration Statement is required to be kept effective and do any
and all other acts or things necessary legally to enable the
disposition in such jurisdictions of the Transfer Restricted Securities
covered by the applicable Registration Statement; provided, however,
that the Company shall not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified or take
any action that would subject it to general service of process in any
such jurisdiction where it is not then so subject;
(i) In connection with any sale or transfer of Transfer
Restricted Securities that will result in such securities no longer
being Transfer Restricted Securities, and unless any Transfer
Restricted Securities shall be in only book-entry form, cooperate with
the Holders and the managing underwriters, if any, to (A) facilitate
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the timely preparation and delivery of certificates representing
Transfer Restricted Securities to be sold, which certificates shall not
bear any restrictive legends, shall bear a CUSIP number different from
the CUSIP number for the Transfer Restricted Securities and shall be in
a form eligible for deposit with The Depository Trust Company and (B)
enable such Transfer Restricted Securities to be in such denominations
and registered in such names as the managing underwriters, if any, or
Holders may request at least two Business Days prior to any sale of
Transfer Restricted Securities;
(j) Upon the occurrence of any event contemplated by Section
4(c)(vi) hereof, as promptly as practicable, prepare a supplement or
amendment, including, if appropriate, a post-effective amendment, to
each Registration Statement or a supplement to the related Prospectus
or any document incorporated or deemed to be incorporated therein by
reference, and file any other required document so that, as thereafter
delivered, 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;
(k) Prior to the effective date of the first Registration
Statement relating to the Transfer Restricted Securities, to provide a
CUSIP number for the Transfer Restricted Securities to be sold pursuant
to the Registration Statement;
(l) Enter into such agreements (including an underwriting
agreement in form, scope and substance as is customary in underwritten
offerings) reasonably satisfactory to the Company and take all such
other reasonable actions in connection therewith (including those
reasonably requested by the managing underwriters, if any, or the
Holders of a majority in aggregate principal amount, in the case of the
Debentures, or the number, in the case of the Common Stock, of the
Transfer Restricted Securities being sold) in order to expedite or
facilitate the disposition of such Transfer Restricted Securities, and
in such connection, whether or not an underwriting agreement is entered
into and whether or not the registration is an underwritten
registration, (i) make such representations and warranties to the
Holders of such Transfer Restricted Securities and the underwriters, if
any, with respect to the business of the Company and its subsidiaries
(including with respect to businesses or assets acquired or to be
acquired by any of them), and the Registration Statement, Prospectus
and documents, if any, incorporated or deemed to be incorporated by
reference therein, in each case, in form, substance and scope as are
customarily made by issuers to underwriters in underwritten offerings
and reasonably acceptable to the Company, and confirm the same if and
when requested; (ii) seek to obtain opinions of counsel to the Company
and updates thereof, which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the managing
underwriters, if any, and Special Counsel to the Holders of the
Transfer Restricted Securities being sold, addressed to each of the
underwriters, if any, covering the matters customarily covered in
opinions requested in underwritten offerings (including any such
matters as may be reasonably requested by such Special Counsel and
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underwriters); (iii) use all reasonable efforts to obtain customary
"cold comfort" letters and updates thereof from the independent
certified public accountants of the Company (and, if necessary, any
other independent certified public accountants of any subsidiary of the
Company or of any business acquired or to be acquired by the Company
for which financial statements and financial data is, or is required to
be, included in the Registration Statement), addressed (where
reasonably possible) to each selling Holder of Transfer Restricted
Securities and each of the underwriters, if any, such letters to be in
customary form and covering matters of the type customarily covered in
"cold comfort" letters in connection with underwritten offerings; (iv)
if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable to the
selling Holders of Transfer Restricted Securities and the underwriters,
if any, than those set forth in Section 6 hereof (or such other
provisions and procedures acceptable to the Company and Holders of a
majority in aggregate principal amount of the Transfer Restricted
Securities covered by such Registration Statement and the managing
underwriters); and (v) deliver such documents and certificates as may
be reasonably requested by the Holders of a majority in aggregate
principal amount, in the case of the Debentures, or the number, in the
case of the Common Stock, of the Transfer Restricted Securities being
sold, Special Counsel or the managing underwriters, if any, to evidence
the continued validity of the representations and warranties made
pursuant to clause (i) of this Section 4(l) and to evidence compliance
with any customary conditions contained in the underwriting agreement
or other agreement entered into by the Company;
(m) Make available for inspection by a representative of the
Holders of Transfer Restricted Securities being sold, any underwriter
participating in any such disposition of Transfer Restricted
Securities, if any, and any attorney, consultant or accountant retained
by such selling Holders or underwriter, at the offices where normally
kept, during reasonable business hours, all financial and other
records, pertinent corporate documents and properties of the Company
and its subsidiaries as they may reasonably request (including with
respect to business and assets acquired or to be acquired to the extent
that such information is available to the Company), and cause the
officers, directors, agents and employees of the Company and its
subsidiaries (including with respect to business assets acquired or to
be acquired to the extent that such information is available to the
Company) to supply all information in each case reasonably requested by
any such representative, underwriter, attorney, consultant or
accountant in connection with such Registration Statement; provided,
however, that any information that is reasonably and in good faith
designated by the Company in writing as confidential at the time of
delivery of such information shall be kept confidential by such persons
(and such persons shall so agree in writing), unless (i) disclosure of
such information is required by court or administrative order or is
necessary to respond to inquiries of regulatory authorities, (ii)
disclosure of such information is required by law (including any
disclosure requirements pursuant to Federal securities laws in
connection with the filing of any Registration Statement or the use of
any prospectus referred to in this Agreement), (iii) such information
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becomes generally available to the public other than as a result of a
disclosure or failure to safeguard by any such person or (iv) such
information becomes available to any such person from a source other
than the Company and such source is not bound by a confidentiality
agreement;
(n) Cause the Indenture to be qualified under the TIA not later
than the effective date of the first Registration Statement relating to
the Transfer Restricted Securities; and in connection therewith,
cooperate with the Trustee under the Indenture and the Holders of the
Transfer Restricted Securities to effect such changes to the Indenture,
if any, as may be required for such Indenture to be so qualified in
accordance with the terms of the TIA; and execute, and use all
reasonable efforts to cause the Trustee to execute, all customary
documents as may be required to effect such changes, and all other
forms and documents (including the Form T-1) required to be filed with
the SEC to enable the Indenture to be so qualified under the TIA in a
timely manner;
(o) Comply with applicable rules and regulations of the SEC and
make generally available to its security holders earning statements
satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar rule promulgated under the
Securities Act), no later than 45 days after the end of any 12-month
period (or 90 days after the end of any 12-month period if such period
is a fiscal year), commencing on the first day of the first fiscal
quarter after the effective date of a Registration Statement, which
statement shall cover said period, consistent with the requirements of
Rule 158; and
(p) (i) list all Common Stock covered by such Registration
Statement on any securities exchange on which the Common Stock is then
listed or (ii) authorize for quotation on The Nasdaq Stock Market all
Common Stock covered by such Registration Statement if the Common Stock
is then so authorized for quotation.
5. Registration Expenses.
(a) All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by it
whether or not any Registration Statement is filed or becomes effective
and whether or not any securities are issued or sold pursuant to any
Registration Statement. The fees and expenses referred to in the
foregoing sentence shall include, without limitation, (i) all
registration and filings fees (including without limitation, fees and
expenses (A) with respect to filings required to be made with the
National Association of Securities Dealers, Inc. and (B) in compliance
with securities or Blue Sky laws (including, without limitation and in
addition to that provided for in (b) below, reasonable fees and
disbursements of counsel for the underwriters or Special Counsel for
the Holders in connection with Blue Sky qualifications of the Transfer
Restricted Securities and determination of the eligibility of the
Transfer Restricted Securities for investment under the laws of such
jurisdictions as the managing underwriters, if any, or Holders of a
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majority in aggregate principal amount of Transfer Restricted
Securities, may reasonably designate)), (ii) printing expenses
(including, without limitation, expenses of printing certificates for
Transfer Restricted Securities in a form eligible for deposit with The
Depository Trust Company and of printing Prospectuses if the printing
of Prospectuses is required by the managing underwriters, if any, or by
the Holders of a majority in aggregate principal amount of the Transfer
Restricted Securities included in any Registration Statement, (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements
of counsel for the Company and Special Counsel for the Holders (plus
any local counsel, deemed appropriate by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities) in
accordance with the provisions of Section 5(b) hereof, (v) fees and
disbursements of all independent certified public accountants referred
to in Section 4(l)(iii) (including, without limitation, the expenses of
any special audit and "cold comfort" letters required by or incident to
such performance), (vi) Securities Act liability insurance, if the
Company so desires such insurance, and (vii) fees and expenses of all
other persons retained by the Company. In addition, the Company shall
pay its internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or
accounting duties), the expense of an annual audit, and the fees and
expenses incurred in connection with the listing of the securities to
be registered on any securities exchange. Notwithstanding the foregoing
or anything in this Agreement to the contrary, each Holder shall pay
all underwriting discounts and commissions of any underwriters with
respect to any Transfer Restricted Securities sold by it.
(b) In connection with any registration hereunder, the Company
shall reimburse the Holders of the Transfer Restricted Securities being
registered or tendered for in such registration for the fees and
disbursements of not more than one firm of attorneys representing the
selling Holders (in addition to any local counsel), in an amount not to
exceed $25,000 in the aggregate for all such registrations, which firm
shall be chosen by the Holders of a majority in aggregate principal
amount, in the case of the Debentures, or the number, in the case of
the Common Stock, of the Transfer Restricted Securities. Xxxxxx, Xxxx &
Xxxxxxxx LLP shall be Special Counsel for all purposes hereof unless
and until another Special Counsel shall have been selected by a
majority in aggregate principal amount of the Transfer Restricted
Securities and notice hereof shall have been given to the Company.
6. Indemnification.
(a) The Company agrees to indemnify and hold harmless (i) the
Initial Purchaser, (ii) each Holder of Transfer Restricted Securities,
(iii) each person, if any, who controls (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) any of the
foregoing (any of the persons referred to in this clause (iii) being
hereinafter referred to as a "controlling person"), and (iv) the
respective officers, directors, partners, employees, representatives
and agents of the Initial Purchaser, each Holder of Transfer Restricted
Securities, or any controlling person (any person referred to in clause
(i), (ii), (iii) or (iv) may hereinafter be referred to as an
13
"Indemnified Person"), from and against any and all losses, claims,
damages, liabilities, expenses and judgments caused by any untrue
statement or alleged untrue statement of a material fact contained in
any Registration Statement, Prospectus or form of Prospectus or in any
amendment or supplement thereto or in any preliminary Prospectus, or
caused by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus or form of Prospectus or
supplement thereto, in the light of the circumstances under which they
were made) not misleading, except insofar as such losses, claims,
damages, liabilities, expenses or judgments are caused by any such
untrue statement or omission or alleged untrue statement or omission
based upon information relating to any Indemnified Person furnished in
writing to the Company by or on behalf of such Indemnified Person
expressly for use therein; provided that the foregoing indemnity with
respect to any preliminary Prospectus shall not inure to the benefit of
any Indemnified Person from whom the person asserting such losses,
claims, damages, liabilities, expenses and judgments purchased
securities if such untrue statement or omission or alleged untrue
statement or omission made in such preliminary Prospectus is eliminated
or remedied in the Prospectus and a copy of the Prospectus shall not
have been furnished to such person in a timely manner, unless such
Prospectus was not furnished because the Company failed to provide the
Indemnified Person with sufficient copies of such corrected Prospectus
within the time period required.
(b) In case any action shall be brought against any Indemnified
Person, based upon any Registration Statement or any such Prospectus or
any amendment or supplement thereto and with respect to which indemnity
may be sought against the Company, such Indemnified Person shall
promptly notify the Company in writing and the Company shall assume the
defense thereof, including the employment of counsel reasonably
satisfactory to such Indemnified Person and payment of all fees and
expenses. Any Indemnified Person shall have the right to employ
separate counsel in any such action and participate in (but not
control) the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person, unless (i) the
employment of such counsel shall have been specifically authorized in
writing by the Company, (ii) the Company shall have failed to assume
the defense and employ counsel or (iii) such Indemnified Person or
Persons shall have been advised by counsel that there may be a conflict
between the positions of the indemnifying party or parties and of the
indemnified party or parties in conducting the defense of such action
or that there may be legal defenses available to such Indemnified
Person or Persons different from or in addition to those available to
the indemnifying party or parties (in which case the Company shall not
have the right to assume the defense of such action on behalf of such
Indemnified Person, it being understood, however, that the Company
shall not, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable
for the fees and expenses of more than one separate firm of attorneys,
(in addition to any local counsel) for all such Indemnified Persons,
14
which firm shall be designated in writing by such Indemnified Persons
and shall be reasonably satisfactory to the Company, and that all such
fees and expenses shall be reimbursed as they are incurred). The
Company shall not be liable for any settlement of any such action
effected without its written consent but if settled with the written
consent of the Company, the Company agrees to indemnify and hold
harmless any Indemnified Person from and against any loss or liability
by reason of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party (which consent shall not
be unreasonably withheld), effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on
claims that are the subject matter of such action.
(c) In connection with any Registration Statement in which the
Holder of Transfer Restricted Securities is participating, such Holder
of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers
and any person controlling the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each Indemnified
Person but only with reference to information relating to such
Indemnified Person furnished in writing by or on behalf of such
Indemnified Person expressly for use in such Registration Statement. In
case any action shall be brought against the Company, any of its
directors, any such officer or any person controlling the Company based
on such Registration Statement and in respect of which indemnity may be
sought against any Indemnified Person, the Indemnified Person shall
have the rights and duties given to the Company (except that if the
Company shall have assumed the defense thereof, such Indemnified Person
shall not be required to do so, but may employ separate counsel therein
and participate in (but not control) the defense thereof but the fees
and expenses of such counsel shall be at the expense of such
Indemnified Person), and the Company, its directors, any such officers
and any person controlling the Company shall have the rights and duties
given to the Indemnified Person, by Section 6(b) hereof.
(d) If the indemnification provided for in this Section 6 is
unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities, expenses or judgments 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,
liabilities, expenses and judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on
the one hand and each Indemnified Person on the other hand from the
offering of the Transfer Restricted Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the
15
relative benefits referred to in clause (i) above but also the relative
fault of the Company and each such Indemnified Person in connection
with the statements or omissions which resulted in such losses, claims,
damages, liabilities, expenses or judgments, as well as any other
relevant equitable considerations. The relative fault of the Company
and each such Indemnified Person 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 Company or such Indemnified Person and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company and the Initial Purchaser agree that it would not
be just and equitable if contribution pursuant to this Section 6(d)
were determined by pro rata allocation (even if the Indemnified Persons
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph. The amount paid or
payable by an indemnified party as a result of the losses, claims,
damages, liabilities, expenses or judgments referred to in the
immediately preceding paragraph shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of
this Section 6, no Indemnified Person shall be required to contribute
any amount in excess of the amount by which the total proceeds received
by it in connection with the sale of the Transfer Restricted Securities
pursuant to this Agreement exceeds the amount of any damages which such
Indemnified Person has otherwise been 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 Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. The Indemnified Persons' obligations to contribute
pursuant to this Section 6(d) are several in proportion to the
respective amount of Transfer Restricted Securities included in and
sold pursuant to any such Registration Statement by each Indemnified
Person and not joint.
(e) The agreements contained in this Section 6 shall survive
the sale of the Transfer Restated Securities pursuant to any
Registration Statement and shall remain in full force and effect,
regardless of any investigation made by or on behalf of any Indemnified
Person.
7. Rules 144 and 144A. The Company shall use all reasonable efforts to
file the reports required to be filed by it under the Securities Act and the
Exchange Act in a timely manner and, if at any time it is not required to file
such reports but in the past had been required to or did file such reports, it
will, upon the request of any Holder, make available other information as
required by, and so long as necessary to permit sales of, its Transfer
Restricted Securities pursuant to Rule 144 and Rule 144A. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities pursuant to the Exchange Act.
16
8. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by the Shelf Registration Statement are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be investment bankers of
recognized national standing selected by the Holders of a majority in aggregate
principal amount, in the case of the Debentures, or the number, in the case of
the Common Stock, of such Transfer Restricted Securities included in such
offering, subject to the consent of the Company (which will not be unreasonably
withheld or delayed).
No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.
9. Miscellaneous.
(a) Remedies. In the event of a breach by the Company, or by a
Holder of Transfer Restricted Securities, of any of their obligations
under this Agreement, each Holder of Transfer Restricted Securities or
the Company, respectively, in addition to being entitled to exercise
all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement.
The Company and each Holder of Transfer Restricted Securities agree
that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agree that, in the event of any action for
specific performance in respect of such breach, they shall waive the
defense that a remedy at law would be adequate.
(b) No Inconsistent Agreements. The Company shall not enter
into any agreement with respect to its securities that is inconsistent
with the rights granted to the holders of Transfer Restricted
Securities in this Agreement or otherwise conflicts with the provisions
hereof. Other than registration rights granted to holders of the 4 1/2%
Convertible Subordinated Debentures due 2005, the Company is not
currently a party to any agreement granting any registration rights
with respect to any of its securities to any person which conflicts
with the Company's obligations hereunder or gives any other party the
right to include any securities in any Registration Statement filed
pursuant hereto, except for such rights and conflicts as have been
irrevocably waived. Without limiting the generality of the foregoing,
without the written consent of the Holders of a majority in aggregate
principal amount in the case of the Debentures, or the number, in the
case of Common Stock, of the Transfer Restricted Securities, the
Company shall not grant to any person the right to request it to
register any of its securities under the Securities Act unless the
rights so granted are subject in all respect to the prior rights of the
holders of Transfer Restricted Securities set forth herein, and are not
17
otherwise in conflict or inconsistent with the provisions of this
Agreement.
(c) No Adverse Action Affecting the Transfer Restricted
Securities. Subject to the Company's right to suspend use of the
Prospectus pursuant to Section 2(d) hereof, or give a notice pursuant
to Section 4(c)(vi) hereof, the Company will not take any action with
respect to the Transfer Restricted Securities which would adversely
affect the ability of any of the Holders of Transfer Restricted
Securities to include such Transfer Restricted Securities in a
registration undertaken pursuant to this Agreement.
(d) No Piggyback on Registrations. The Company shall not grant
to any of its security holders (other than the Holders of Transfer
Restricted Securities in such capacity) the right to include any of its
securities in any Shelf Registration Statement other than Transfer
Restricted Securities.
(e) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified
or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, without the written consent of the
Holders of a majority in aggregate principal amount, in the case of the
Debentures, or the number, in the case of the Common Stock, of the
Transfer Restricted Securities. Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a
matter that relates exclusively to the rights of Holders of Transfer
Restricted Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect
the rights of other Holders of Transfer Restricted Securities may be
given by Holders of a majority in aggregate principal amount, in the
case of the Debentures, or the number, in the case of the Common Stock,
of the Transfer Restricted Securities being sold by such Holders
pursuant to such Registration Statement; provided, however, that the
provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the
immediately preceding sentence.
(f) Notices. All notices and other communications provided for
herein shall be made in writing by hand-delivery, next-day air courier,
certified first-class mail, return receipt requested or telecopy:
(i) if to a Holder of Transfer Restricted Securities,
to the address of such Holder as it appears in the Debenture
or Common Stock register of the Company, as applicable; and
(ii) if to the Company, to:
Comverse Technology, Inc.
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
18
Telecopy: (000) 000-0000
Attention: Xxxxx Xxxxxxxxx
with a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx, Esq.
(iii) if to Special Counsel, to:
Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx, Esq.
or such other Special Counsel at such other address and telecopy number
as a majority in aggregate principal amount of the Transfer Restricted
Securities shall have given notice to the Company as contemplated by
Section 5(b) hereof.
Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given, when delivered
by hand, if personally delivered; one Business Day after being timely
delivered to a next-day air courier, five Business Days after being
deposited in the mail, postage prepaid, if mailed; and when receipt is
acknowledged by the recipient's telecopier machine, if telecopied.
(g) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of
each of the parties and shall inure to the benefit of each existing and
future Holder of Transfer Restricted Securities. The Company may not
assign its rights or obligations hereunder without the prior written
consent of each Holder of Transfer Restricted Securities, other than by
operation of law pursuant to a merger or consolidation to which the
Company is a party. In the event the Debentures become convertible into
common stock of another person pursuant to Section 12.11 of the
Indenture, the Company shall cause such person to assume the Company's
obligations hereunder.
(h) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts each
of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same Agreement.
19
(i) Governing Law; Submission to Jurisdiction.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK
STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF
MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION
OF THE AFORESAID COURTS. THE COMPANY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.
(j) Severability. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law. If any term,
provision, covenant or restriction of this Agreement is held by a court
of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.
(k) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect
the meaning hereof. All references made in this Agreement to "Section"
and "paragraph" refer to such Section or paragraph of this Agreement,
unless expressly stated otherwise.
(l) Attorneys' Fees. In any action or proceeding brought to
enforce any provision of this Agreement, or where any provision hereof
is validly asserted as a defense, the prevailing party, as determined
by the court, shall be entitled to recover its reasonable attorneys'
fees in addition to any other available remedy.
20
IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of the date first written above.
COMVERSE TECHNOLOGY, INC.
By: /s/ Xxxxx Xxxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Chief Financial Officer
XXXXXX BROTHERS INC.
By: /s/ Xxxxxxx Xxxxx
-------------------------
Authorized Representative
21
