Exhibit 99.02
REGISTRATION AND TRANSFER AGREEMENT
This Registration and Transfer Agreement ("Agreement") is entered into
as of October 1, 1995 by and between United States Filter Corporation, a
Delaware corporation (the "Company"), and Anjou International Company, a
Delaware corporation, with reference to certain shares of Common Stock,
$.01 par value (the "Common Stock"), of the Company.
1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:
"CGE AFFILIATE" means any direct or indirect wholly owned subsidiary
of Compagnie Generale des Eaux.
"COMMISSION" means the U.S. Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
"COMMON SHARES" means the 371,229 shares of Common Stock issued
pursuant to the Stock Purchase Agreement dated as of August 30, 1995
between the Company and the Purchaser as that number shall be adjusted for
adjustments to the purchase price pursuant thereto and for stock splits,
stock dividends, combinations or similar recapitalizations on or after the
date hereof.
"EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934, as
amended, or any similar federal statute and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.
"HOLDER" means the Purchaser and any permitted assignee or transferee
of the Purchaser.
"PURCHASER" means Anjou International Company, a Delaware corporation,
and its successors by operation of law.
"REGISTRABLE SECURITIES" means the Common Shares; PROVIDED, HOWEVER,
that Common Shares shall be treated as Registrable Securities only if and
so long as they have not been (i) sold in a completed public distribution
or a completed public securities transaction, or (ii) sold in a transaction
exempt from the registration and prospectus delivery requirements of the
Securities Act under Section 4(1) thereof so that all transfer restrictions
and restrictive legends with respect thereto are removed upon the
consummation of such sale.
"REGISTER", "REGISTERED" and "REGISTRATION" refer to a registration
effected by preparing and filing a registration statement pursuant to the
Securities Act and the declaration or ordering of the effectiveness of such
registration statement by the Commission.
"REGISTRATION EXPENSES" means all expenses incurred by the Company in
complying with Sections 5 and 6 hereof, including, without limitation, all
registration, listing, qualification and filing fees, printing fees,
transfer agent and registrar fees, fees and disbursements of counsel and
experts for the Company and blue sky fees and expenses incident to or
required by any such registration (but excluding the compensation of
regular employees of the Company which shall be paid in any event by the
Company).
"RESTRICTED SECURITIES" shall mean the Common Shares of the Company
required to bear the legend set forth in paragraph (a) of Section 3 hereof.
"RULE 144" shall mean Rule 144 promulgated by the Commission under the
Securities Act, as in effect at the time, or any successor rule or
regulation.
"SECURITIES ACT" shall mean the U.S. Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.
"SELLING EXPENSES" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities sold by
the Purchaser and all fees and disbursements of counsel for the Purchaser
in connection therewith.
2. RESTRICTIONS ON TRANSFERABILITY. The Common Shares may be sold,
assigned, transferred or pledged only in accordance with the conditions
specified in this Agreement. Except for sales pursuant to an effective
registration statement under the Securities Act or pursuant to an exemption
from such registration under Rule 144 or Regulation S, each Holder will
cause any proposed purchaser, assignee, transferee or pledgee of Common
Shares to agree to take and hold such Common Shares subject to the
provisions of this Agreement, including, without limitation, the
restrictions contained in Section 12 hereof, as if they applied by their
terms to all Holders in their individual capacities, and shall furnish the
Company with copies of all transfer documents.
3. RESTRICTIVE LEGENDS.
(a) Each certificate or instrument representing Common Shares or any
securities issued in respect of the Common Shares upon any stock split,
stock dividend, combination or similar recapitalization, shall (unless
otherwise permitted by the provisions of Section 4 below) bear the
following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES
AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY
ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT OF
1933.
(b) Each certificate or instrument representing Common Shares shall
also bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS AND CONDITIONS OF AN AGREEMENT BETWEEN THE HOLDER HEREOF AND THE
CORPORATION WHICH INCLUDES RESTRICTIONS ON CERTAIN SALES OF THE SECURITIES.
COPIES OF THE AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE
SECRETARY OF UNITED STATES FILTER CORPORATION.
(c) Each Holder consents to the Company's making a notation on its
records and giving instructions to any transfer agent of the Common Shares
in order to implement the restrictions on transfer established in this
Agreement. The legend placed on any certificate pursuant to Section 3(a)
and any notations or instructions with respect to the Common Shares
represented by such certificate will be promptly removed, and the Company
will promptly (i.e., in sufficient time to permit such Holder to settle any
such sale three business days after the applicable trade date) issue a
certificate without such legend to the Holder of such Common Shares (i) if
such Common Shares are registered under the Securities Act (but only in
connection with the actual sale of such Common Shares) and a prospectus
meeting the requirements of Section 10 of the Securities Act is available,
or (ii) if the Holder thereof satisfies the requirements of Rule 144(k)
and, where reasonably determined necessary by the Company, provides the
Company with a written opinion of legal counsel for the Holder of the
Common Shares, both such counsel and such opinion being reasonably
satisfactory to the Company, to the effect that (A) the Holder meets the
requirements of Rule 144(k) or (B) a public sale, transfer or assignment of
the Common Shares may be made without registration under the Securities
Act.
4. NOTICE OF PROPOSED TRANSFERS. The Holder of each certificate
representing Restricted Securities by acceptance thereof agrees to comply
in all respects with the provisions of this Section 4. Prior to any
proposed sale, assignment, transfer or pledge of any Restricted Securities,
unless there is in effect a registration statement under the Securities Act
covering the proposed transfer, the Holder thereof shall give written
notice to the Company of such Holder's intention to effect such transfer,
sale, assignment or pledge. Each such notice shall describe the manner and
circumstances of the proposed transfer, sale, assignment or pledge in
sufficient detail, and shall be accompanied at such Holder's expense if
requested by the Company by either (i) such written opinion of legal
counsel who is, and whose legal opinion shall be, reasonably satisfactory
to the Company (it being agreed that Shearman & Sterling shall be
satisfactory), addressed to the Company, certificates and other information
as the Company may reasonably require to confirm that the transfer may be
effected without registration under the Securities Act or (ii) a "no
action" letter from the Commission to the effect that the transfer of such
securities without registration will not result in a recommendation by the
staff of the Commission that enforcement action be taken with respect
thereto, whereupon the Holder of such Restricted Securities shall be
entitled to transfer such Restricted Securities in the manner contemplated
by such opinion or "no action" letter. The Company will not require such a
legal opinion or "no action" letter in any transaction which complies with
Rule 144 or in any transfer to one or more partners of the transferor (if
the transferor is a partnership) or to an affiliated corporation (if the
transferor is a corporation). Each certificate evidencing the Restricted
Securities transferred as above provided shall bear, except if such
transfer is made pursuant to Rule 144, the appropriate restrictive legend
set forth in Section 3(a) above, except that such certificate shall not
bear such restrictive legend if in the opinion of counsel for such Holder
and the Company such legend is not required in order to establish
compliance with any provisions of the Securities Act. So long as such
restrictive legend shall be required to remain on any such certificates,
the transfer of the Restricted Securities represented thereby shall be
conditioned upon the transferee thereof becoming a party hereto, except
that such transferee shall have no rights under Sections 5 or 6 hereof.
5. SHELF REGISTRATION OF REGISTRABLE SECURITIES. The Company shall file
a shelf registration statement on Form S-3 (or successor form) under the
Securities Act with the Commission with respect to the Registrable
Securities as expeditiously as reasonably possible following the date of
this Agreement (but in any case, within ninety (90) days after the date
hereof) and keep such registration statement effective until the date 30
business days after the date that the Purchaser no longer holds at least
100,000 Common Shares, as adjusted for stock splits, stock dividends,
combinations or similar recapitalizations. The Company may terminate such
shelf registration on or at any time after the date two years after the
date hereof, or such earlier date which concludes the holding period for
the Common Shares as may be specified in Rule 144 as then in effect. If at
any time the Purchaser desires to sell all of the Registrable Securities
then held by it pursuant to such shelf registration statement in an
underwritten or best efforts offering involving a proposed aggregate
offering price of at least $6,000,000, the Purchaser shall have the right
to request Xxxxxxxxx, Xxxxxx & Xxxxxxxx to administer the offering, and the
Company shall enter into underwriting or distribution agreements with the
underwriter(s) or distributor(s) of such offering, which agreements shall
contain such representations, warranties and covenants by the Company, and
such other terms and conditions and indemnity and contribution provisions
as are contained in the form of underwriting or distribution agreement
customarily used in connection with similar offerings by the underwriters
or distributors selected for such offering and take such other actions as
the Holders or the managing underwriter or distributor, if any, reasonably
require in order to expedite or facilitate the disposition of such
Registrable Securities. The Purchaser shall pay all Selling Expenses
incurred in connection with such offering.
6. COMPANY REGISTRATION.
(a) NOTICE OF REGISTRATION. Subject to Section 11(a) hereof, if, at
any time or from time to time, the Company shall determine to register any
of its Common Stock, either for its own account or the account of a
security holder or holders exercising their respective demand registration
rights, other than a registration relating solely to employee benefit plans
or a registration relating solely to a Securities Act Rule 145 transaction
or otherwise effected on SEC Form S-4, the Company will (i) promptly give
to the Purchaser written notice thereof, and (ii) include in such
registration (and any related qualification under blue sky laws or other
compliance), and (subject to this Section 6) in any underwriting involved
therein, all the Registrable Securities specified in a written request or
requests made by the Purchaser within 30 days after its receipt of such
written notice from the Company; provided, however, that in no event shall
the Purchaser have the right, unless the Company or the security holders
exercising their demand registration rights, if applicable, otherwise
agree, to include in such registration Registrable Securities amounting to
more than 10 percent of the total number (or total value, according to the
respective offering prices) of all securities to be included in such
registration.
(b) UNDERWRITING. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Purchaser as a part of the written notice given
pursuant to Section 6(a)(i). In such event the right of the Purchaser to
registration pursuant to this Section 6 shall be conditioned upon the
Purchaser's participation in such underwriting and the inclusion of
Registrable Securities in the underwriting to the extent provided herein.
The Purchaser shall (together with the Company and the other holders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the managing underwriter
selected for such underwriting by the Company (or the holders who have
demanded such registration). Notwithstanding any other provision of this
Section 6, if the managing underwriter determines that marketing factors
require a limitation of the number of shares to be underwritten, the
managing underwriter may limit the Registrable Securities to be included in
such registration. The Company shall so advise the Purchaser and the other
holders distributing their securities through such underwriting pursuant to
piggyback registration rights similar to this Section 6, and the number of
shares of Registrable Securities and other securities that may be included
in the registration and underwriting by the Purchaser and such other
holders shall be reduced by the number of shares determined by the managing
underwriter not to be included in such registration, such cutback to be
allocated among the Purchaser and other holders in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities held by
the Purchaser and other securities held by such other holders. If the
Purchaser disapproves of the terms of any such underwriting, it may elect
to withdraw therefrom by written notice to the Company and the managing
underwriter.
(c) RIGHT TO TERMINATE REGISTRATION. The Company shall have the
right to terminate or withdraw any registration initiated by it under this
Section 6 prior to the effectiveness of such registration whether or not
the Purchaser has elected to include securities in such registration.
7. EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration pursuant to Sections 5 or 6 shall be borne
by the Company. All Selling Expenses relating to securities registered on
behalf of the Purchaser shall be borne by the Purchaser.
8. INDEMNIFICATION.
(a) The Company will indemnify the Purchaser, each of its officers,
directors, partners, employees and agents and each person controlling the
Purchaser within the meaning of Section 15 of the Securities Act against
all expenses, claims, losses, damages or liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or
any amendment or supplement thereto, incident to any registration,
qualification or compliance effected pursuant to this Agreement, or based
on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein,
in the light of the circumstances in which they were made, not misleading,
or any violation by the Company of any rule or regulation promulgated under
the Securities Act or any other federal, state or common law rule or
regulation applicable to the Company in connection with any such
registration, qualification or compliance, and the Company will reimburse
the Purchaser, each of its officers, directors, partners, employees and
agents and each person controlling the Purchaser for any legal and any
other expenses reasonably incurred in connection with investigating,
preparing or defending any such claim, loss, damage, liability or action,
as incurred, provided that the Company will not be liable in any such case
to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
written information furnished to the Company by the Purchaser or
controlling person expressly for use therein.
(b) The Purchaser will indemnify the Company, each of its directors
and officers, underwriters, and each person who controls the Company within
the meaning of Section 15 of the Securities Act, against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out
of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any such registration statement, prospectus,
offering circular or other document, or any omission (or alleged omission)
to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, and will reimburse the
Company, such directors, officers, underwriters or control persons for any
legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or
action, as incurred, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement, prospectus,
offering circular or other document in reliance upon and in conformity with
written information furnished to the Company by the Purchaser expressly for
use therein.
(c) Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of any Indemnified Party. Each
party entitled to indemnification under this Section 8 (the "Indemnified
Party") shall give notice to the party required to provide indemnification
(the "Indemnifying Party") promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or
any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval
shall not unreasonably be withheld), and the Indemnified Party may
participate in such defense at such party's expense, and provided further
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this
Agreement unless the failure to give such notice is materially prejudicial
to an Indemnifying Party's ability to defend such action. No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with
the consent of each Indemnified Party, consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.
Notwithstanding anything to the contrary herein, any Indemnified Party
shall have the right to employ separate counsel to represent such
Indemnified Party, if, in such Indemnified Party's reasonable judgment
(based on advice of counsel) and subject to the reasonable concurrence of
the Indemnifying Party, a conflict of interest between such Indemnifying
Party and such Indemnified Party exists with respect to such claim or
litigation or the Indemnified Party has defenses to such claim or
litigation that differ from those of the Indemnifying Party (the fees and
expenses of such counsel, in either such case, are to be borne by the
Indemnifying Party). In the event the Indemnifying Party exercises its
right to assume the defense against such claim or in such litigation as
provided above, the Indemnified Party shall cooperate with the Indemnifying
Party in such defense and make available to the Indemnifying Party, at the
Indemnifying Party's expense, all pertinent records, materials and
information in its possession or under its control relating thereto as are
reasonably required by the Indemnifying Party. Similarly, in the event the
Indemnified Party is, directly or indirectly, conducting the defense
against such claim or in such litigation, the Indemnifying Party shall
cooperate with the Indemnified Party in such defense and make available to
the Indemnified Party all such records, materials and information in the
Indemnifying Party's possession or under the Indemnifying Party's control
relating thereto as are reasonably required by the Indemnified Party.
(d) If the indemnification provided for in this Section 8 is
unavailable to an Indemnified Party in respect of any expenses, claims,
losses, damages or liabilities referred to in this Section 8 by reasons
other than those set forth in subparagraphs (a) or (b) above, then the
Indemnifying Party shall contribute to the amount paid or payable by such
Indemnified Party as a result of such expenses, claims, losses, damages or
liabilities in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and the Indemnified Party in connection
with the actions or inaction that resulted in such expenses, claims,
losses, damages or liabilities as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party on the one
hand and Indemnified Party on the other hand shall be determined by
reference to, among other things, whether any action (or inaction) in
question, including any untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact, has been
made by, or relates to information supplied by such Indemnifying Party or
Indemnified Party, and the parties' relative knowledge, intent, access to
information and opportunity to correct or prevent such action (or
inaction). The parties agree that it would not be just and equitable if
contribution pursuant to this Section were determined by pro rata
allocation or by any other method of allocation which does not take into
account the equitable considerations referred to above. In any case, (A)
the Purchaser will not be required to contribute any amount in excess of
the proceeds received by it from all such Registrable Securities offered by
it pursuant to such registration statement; and (B) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
9. OBLIGATIONS OF THE COMPANY. The Company shall:
(a) As expeditiously as reasonably possible, prepare and file with
the Commission the registration statement referred to in Section 5 hereof
and use its diligent best efforts to cause such registration statement to
become effective and to keep such registration statement effective for the
period provided in Section 5 hereof.
(b) Prepare and file with the Commission such amendments and
supplements to such registration statement and file all reports under the
Exchange Act as may be necessary (i) to update and keep such registration
statement effective as provided in Section 9(a) above, (ii) to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement and (iii) to reflect a
modification in the manner of distribution of the Registrable Securities.
Notwithstanding anything else to the contrary contained herein, the Company
shall not be required to disclose in any prospectus prepared pursuant to
Section 5 hereof any confidential information concerning pending events,
transactions or conditions not otherwise required to be disclosed by
applicable securities laws.
(c) Furnish to the Purchaser such numbers of copies of the
registration statement, each amendment thereto and of a prospectus,
including a preliminary prospectus, in conformity with the requirements of
the Securities Act, and such other documents as it may reasonably request
in order to facilitate the disposition of Registrable Securities owned by
it.
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities laws as
shall be reasonably requested by the Purchaser, provided that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process
in any such states or jurisdictions unless it is already subject to such
jurisdiction.
(e) Promptly notify the Purchaser, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of
the happening of any event as a result of which the prospectus included in
such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which the prospectus is
used.
(f) During reasonable business hours make available for inspection by
the Purchaser, any underwriter or distributor participating in any
disposition pursuant to a registration statement, and any attorney,
accountant or other similar professional advisor retained by the Purchaser
or underwriter or distributor (collectively, the "Inspectors"), all
pertinent financial, corporate and other records and documents
(collectively, the "Records"), and all pertinent real and personal property
of the Company, as shall be reasonably necessary to enable such Inspectors
to exercise their due diligence responsibility, and cause the Company's
officers, directors and employees to supply all information reasonably
requested by any such Inspector in connection with such registration
statement.
10. INFORMATION BY PURCHASER. The Purchaser shall furnish to the Company
such information regarding itself, the Registrable Securities held by it
and the distribution proposed by the Purchaser as the Company may request
in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.
11. SECURITIES LAW COMPLIANCE.
(a) The Purchaser covenants that it will comply with the prospectus
delivery requirements of the Securities Act with respect to any
registration statement filed pursuant to Section 5 of this Agreement or in
which Registrable Securities held by it are included pursuant to Section 6
of this Agreement. The Purchaser agrees to make customary representations
and warranties to the Company and the underwriters or distributors, if any,
in form, substance and scope as are customarily made as to ownership of
stock by selling stockholders in underwritten public offerings, but the
Purchaser shall not be required to make any representation or warranty as
to the accuracy or completeness of the registration statement (except as to
written information furnished to the Company by the Purchaser expressly for
use therein).
(b) The Purchaser agrees that, immediately upon receipt of a
notification as referred to in subparagraph (e) of Section 9, it will
refrain from selling Registrable Securities under the registration
statement filed pursuant to Section 5 of this Agreement or in which
Registrable Securities held by it are included pursuant to Section 6 of
this Agreement until (i) subsequently notified by the Company that the
registration statement is current or (ii) receipt of a favorable opinion of
counsel as hereinbelow provided. The Company agrees that it will consult
with the Purchaser following the giving of any such notification, and that
in the event the Purchaser is of the view that its securities could be sold
in compliance with the Securities Act and the Exchange Act without
disclosure of the nonpublic information which is the subject of the
notification, the parties hereto agree to be bound by an opinion of
Xxxxxxxxxxx & Xxxxxxxx LLP or other counsel reasonably satisfactory both to
the Purchaser and to the Company as to whether such sales can be made
without violation of the Securities Act or the Exchange Act.
12. STANDOFF AGREEMENT. The Purchaser agrees in connection with any
registration of the Company's securities that, upon request of the
underwriters managing any underwritten offering of the Company's
securities, not to sell, make any short sale of, loan, grant any option for
the purchase of, or otherwise dispose of any Registrable Securities (other
than those included in such registration), except in a private sale or
transfer, without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time (not to exceed
180 days) from the effective date of such registration as may be requested
by the Company or such managing underwriters.
13. RULE 144 REQUIREMENTS. The Company agrees to:
(a) comply with the requirements of Rule 144(c) with respect to
current public information about the Company;
(b) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act; and
(c) furnish to the Purchaser upon request (i) a written statement by
the Company as to its compliance with the requirements of Rule 144(c), and
the reporting requirements of the Securities Act and the Exchange Act, (ii)
a copy of the most recent annual or quarterly report of the Company, and
(iii) such other reports and documents of the Company as the Purchaser may
reasonably request to avail itself of any similar rule or regulation of the
Commission allowing itself to sell any such securities without
registration.
14. INVESTMENT REPRESENTATION. The Purchaser represents and warrants to
the Company that it is acquiring the Common Shares for investment only and
not with a view to or in connection with any distribution of the Common
Shares.
15. AMENDMENT. Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the Company and the Purchaser. Any amendment or waiver effected
in accordance with this Section shall be binding upon each Holder of any
Registrable Securities then outstanding, each future Holder of all such
Registrable Securities, and the Company.
16. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given
if delivered by hand, courier service, United States mail or by facsimile,
addressed as follows:
if to the Seller:
Xxxxxxxxx X. Xxxxxx
Vice-President
Chief Financial Officer
Anjou International Company
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxx 0000
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
(ii) if to the Purchaser:
United States Filter Corporation
00-000 Xxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Chief Executive Officer
and separately to the General Counsel
Telecopier: 000-000-0000
or to such other address of a party of which such party has given notice to
the other parties pursuant to this Section.
17. TRANSFERABILITY. Notwithstanding any provision contained in this
Agreement to the contrary, the Purchaser's rights and benefits under
Sections 5 and 6 hereof are rights and benefits personal to the Purchaser
and any CGE Affiliate and may not be assigned or transferred to or held for
the benefit of any other person.
18. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws (other than those with respect to choice of law)
of the State of Delaware. Each of the parties hereto agrees that all
claims in any action or proceeding arising out of or related to this
Agreement may be heard and determined in any Delaware state court or
federal court sitting in the State of Delaware.
19. SEVERABILITY. The provisions of this Agreement are severable, and in
the event that any one or more provisions are deemed illegal or
unenforceable, the remaining provisions shall remain in full force and
effect.
20. COUNTERPARTS. This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
UNITED STATES FILTER CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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ANJOU INTERNATIONAL COMPANY
By: /s/ Xxxxxxx Xxxx
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