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Exhibit 4.8
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of September 29, 2000 (the
"Agreement"), by and between CoreComm Limited, a Delaware corporation
("CoreComm" or the "Company") and the holders of Common Stock (as hereinafter
defined) listed on Schedule 1 attached hereto (each a "Stockholder" and,
collectively, the "Stockholders").
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of
March 12, 2000 (as amended, the "Merger Agreement"), by and among the Company,
CoreComm Group Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary
of Parent, and Xxxxxxx.xxx, Inc., a Delaware corporation, and, with respect to
certain provisions thereof, each of the Stockholders is entitled to receive
shares of the Company's common stock, par value $.01 per share (the "Common
Stock") and cash;
WHEREAS, it is a condition to the consummation of the merger and
the other transactions contemplated by the Merger Agreement that the Company
grant to the Stockholders the registration rights and other rights set forth
herein; and
In consideration of the mutual covenants and agreements set forth
herein and for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. General; Securities Subject to this Agreement.
1.1 Grant of Rights. The Company hereby grants registration
rights to the Stockholders upon the terms and subject to the conditions set
forth in this Agreement. Capitalized terms used herein and not defined shall
have the meanings assigned to such terms in the Merger Agreement.
1.2 Registrable Securities. For the purposes of this
Agreement, "Registrable Securities" means any shares of Common Stock issued to
the Stockholders pursuant to the Merger Agreement; provided, however, that (i)
shares shall cease to be Registrable Securities for purposes of this Agreement
when a registration statement covering such Registrable Securities has been
declared effective under the Securities Act by the Commission and all such
Registrable Securities have been disposed of pursuant to such effective
registration statement and (ii) the securities of a Stockholder shall be deemed
not to be Registrable Securities at any time when the entire amount of such
Stockholder's Registrable Securities proposed to be sold in a single sale are
or, in the opinion of counsel satisfactory to the Company, in its reasonable
judgment, may be distributed to the public pursuant to Rule 144 (or any
successor provision then in effect) under the Securities Act.
1.3 Stockholders of Registrable Securities. A Person is
deemed to be a holder of Registrable Securities whenever such Person (i) is a
party to this Agreement (or a permitted transferee thereof) and (ii) owns of
record Registrable Securities. If the Company receives conflicting instructions,
notices or elections from two or more Persons with respect to the same
Registrable Securities, the Company may act
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upon the basis of the instructions, notice or election received from the
registered owner of such Registrable Securities.
2. Demand Registration Rights.
2.1 Demand Registration.
(a) At any time on or after six (6) months from the
date of this Agreement, the Stockholders may make a written request (specifying
the intended method of disposition) (such Stockholders, the "Initiating
Stockholders") for registration under the Securities Act (a "Demand
Registration") of all or part of the shares of Common Stock which constitute
such Initiating Stockholders' Registrable Securities; provided, however, that,
(i) the Company shall not be required to effect more than one (1) Demand
Registration pursuant to this Agreement, (ii) the number of the shares of Common
Stock proposed to be registered by the Initiating Stockholders shall not be less
than 1,500,000 shares (subject to appropriate adjustments to reflect stock
splits, stock dividends, corporate recapitalizations or similar transactions) as
of the date of the request, and (iii) the Initiating Stockholders shall be the
holders as of the date of the request of at least 43.5% of the then outstanding
shares of Common Stock that constitute Registrable Securities hereunder.
(b) If at the time of any request to register
Registrable Securities pursuant to this Section 2.1, the Company is engaged or
plans to engage in within ninety (90) days of the time of such request in a
registered public offering or any other activity which, in the good faith
determination of the Board of Directors of the Company, would be required to be
disclosed under applicable law as a result of such request or would be
materially and adversely affected by the requested registration (each, a
"Company Event"), then the Company may at its option direct that such request be
delayed for a reasonable period of time not in excess of three (3) months from
the effective date of such offering or the date of completion of such other
activity, as the case may be, such right to delay a request to be exercised by
the Company not more than once in any 365-day period. In addition, the Company
shall not be required to effect any registration within three (3) months after
the effective date of any other Registration Statement of the Company. Within
ten days after receipt of a request for a Demand Registration, the Company shall
give written notice (the "Notice") of such request to all other Stockholders
holding the class of stock to which such Demand Registration relates and shall
include in such registration all Registrable Securities of that class that the
Company has received written requests for inclusion therein within 15 days after
the Notice is given. Thereafter, in the case of Demand Registration, the Company
may elect to include in such registration additional shares of Common Stock
issued by the Company. All requests made pursuant to this Section 2.1 shall
specify the class and aggregate number of Registrable Securities to be
registered.
2.2 Effective Demand Registration. The Company shall use
reasonable commercial efforts to cause any Demand Registration to become
effective not later than ninety (90) days after it receives a request under
Section 2.1 hereof and to
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remain effective for the lesser of (i) the period during which all Registrable
Securities registered in the Demand Registration are sold and (ii) one hundred
and twenty (120) days; provided, however, that if the Initiating Stockholders
request the Company to withdraw such registration, other than as the result of a
breach by the Company, it shall constitute a Demand Registration unless the
Initiating Stockholders promptly pay all of the costs and expenses incurred by
the Company in connection with such registration.
2.3 Underwriting Procedures.
(a) The offering of Registrable Securities pursuant
to a Demand Registration shall be in the form of a firm commitment underwritten
offering and the managing underwriter and other underwriters selected for such
offering shall be selected by the Company, provided that the managing
underwriter and other underwriters are reasonably acceptable to the Initiating
Stockholders (having due regard to the experience and relationship with the
Company of the managing underwriter and the other underwriters) (the "Approved
Underwriter"). In such event, if the Approved Underwriter advises the Company in
writing that in its opinion the aggregate amount of such Registrable Securities
requested to be included in such offering is sufficiently large to have a
material adverse effect on the success of such offering, the Company shall
include in such registration only the aggregate amount of Registrable Securities
that in the opinion of the Approved Underwriter may be sold without any such
material adverse effect and shall reduce pro rata based on the number of
Registrable Securities included in the request for Demand Registration, the
amount of Registrable Securities to be included by each Stockholder in such
registration.
(b) Distribution by Underwriters. The managing
underwriter or underwriters selected for any offering shall enter into an
agreement with the Company and the Stockholders whereby the underwriters shall
be prohibited from (i) distributing 5% or greater of the Registrable Securities
to any Person in connection with the initial placement of the Registrable
Securities for the offering and from (ii) distributing 5% or greater of the
Registrable Securities to any Person for 90 days after such initial placement.
3. Incidental or "Piggy-Back" Registration Rights.
3.1 Notice of Registration. If, at any time or from time to
time prior to the second anniversary of the date hereof, the Company shall
determine to register any of its Common Stock for sale in an Underwritten
Offering for its own account (other than a registration relating to (i) a
registration of an employee compensation plan or arrangement adopted in the
ordinary course of business on Form S-8 (or any successor form) or any dividend
reinvestment plan or (ii) a registration of securities on Form S-4 (or any
successor form) including, without limitation, in connection with a proposed
issuance in exchange for securities or assets of, or in connection with a merger
or consolidation with another corporation), the Company will promptly give to
the Stockholders written notice thereof, and include in such registration
(subject to Section 3.2) all the Registrable Securities specified in a written
request made by any one or more of the Stockholders
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within ten days after such Stockholder's receipt of such written notice from the
Company ("Incidental Registration"). The right of such Stockholder to have
Registrable Securities included in a registration pursuant to this Section 3.1
shall be conditioned upon such Stockholder's entering into (together with the
Company and/or the other holders, if any, distributing their securities through
such underwriting) an underwriting agreement in customary form with the managing
underwriter or underwriters selected for such underwriting by the Company (the
"Company Underwriter").
3.2 Cutback. If the lead managing underwriter of an
offering covered by Section 3.1 shall advise the Company in writing on or before
the date five days prior to the date then scheduled for such offering that, in
its opinion, the amount of Common Stock (including Registrable Securities)
requested to be included in such registration exceeds the amount which can be
sold in such offering without adversely affecting the distribution of the Common
Stock being offered, then the Company will include in such registration: first,
any shares proposed to be offered by the Company; second, Registrable Securities
requested to be registered by the Stockholders and any other shares requested by
other stockholders of the Company, including the Stockholders, to be included in
such registration, allocated, if necessary, pro rata among the Stockholders and
such other holders requesting such registration on the basis of the number of
the shares Beneficially Owned at the time, provided, however, that in the event
the Company will not, by virtue of the foregoing cut-back mechanism, include in
any such registration all of the Registrable Securities requested to be included
in such registration, the Stockholders may, upon written notice to the Company
given within three days of the time the Stockholders first are notified of such
matter, reduce the amount of Registrable Securities they desire to have included
in such registration, whereupon only the Registrable Securities, if any, they
desire to have included will be considered for such inclusion.
3.3 Right of Termination. The Company shall have the right
to terminate or withdraw any registration initiated by it under Section 3.2
prior to the effectiveness of such registration whether or not the Stockholders
have elected to include Registrable Securities in such registration.
4. Provisions Applicable to Demand and Piggy-Back Registrations.
4.1 Expenses. The Company shall pay all Registration
Expenses (as defined in Section 6 hereof) incurred in connection with any
registration pursuant to Section 2 or 3 hereto, unless such registration fails
to become effective as a result of the fault of one or more Stockholders, in
which case the Company will not be required to pay the Registration Expenses
incurred with respect to the offering of such Stockholder's or Stockholders'
Registrable Securities. The Registration Expenses incurred with respect to the
offering of such Stockholder's or Stockholders' Registrable Securities shall be
the product of (a) the aggregate amount of all Registration Expenses incurred in
connection with such registration and (b) the ratio that the number of such
Registrable Securities bears to the total number of Registrable Securities
included in the registration.
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4.2 Holdback Agreements. Each Stockholder agrees not to
effect any public sale or distribution of any Registrable Securities being
registered or of any securities convertible into or exchangeable or exercisable
for such Registrable Securities, including a sale pursuant to Rule 144 under the
Act, during the ninety (90) day period beginning on the effective date of any
Demand Registration or Incidental Registration or other underwritten offering in
which such Stockholder is participating (except as part of such registration),
if and to the extent requested by any other Stockholders, in the case of a
non-underwritten public offering, or if and to the extent requested by the
Approved Underwriter or Company Underwriter, in the case of an underwritten
public offering.
5. Registration Procedures.
In connection with any registration statement filed
pursuant to this Agreement, the Company will, as expeditiously as possible:
(a) in connection with a request pursuant to this
Agreement, prepare and file with the Commission, after receipt of a request to
file a registration statement with respect to Registrable Securities, a
registration statement on any form for which the Company then qualifies or which
counsel for the Company shall deem appropriate and which form shall be available
for the sale of such Registrable Securities in accordance with the intended
method of distribution thereof and, if the offering is an underwritten offering,
shall be reasonably satisfactory to the managing underwriter or underwriters,
and use its best efforts to cause such registration statement to become
effective; provided, however, that before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company shall (i)
furnish to the counsel selected by the Stockholder or Stockholders making the
demand, if any, copies of all such documents proposed to be filed, and (ii)
notify such counsel and each seller or prospective seller of Registrable
Securities of any stop order issued or threatened by the Commission and take all
reasonable actions required to prevent the entry of such stop order or to remove
it if entered;
(b) in connection with a registration pursuant to this
Agreement, prepare and file with the Commission such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for a period
of not more than one hundred twenty (120) days (or such shorter period that will
terminate when all Registrable Securities covered by such registration statement
have been disposed of);
(c) furnish to each seller of Registrable Securities such
number of copies of the registration statement, each amendment and supplement
thereto (in each case including all exhibits thereto), the prospectus included
in such registration statement (including each preliminary prospectus) and such
other documents as each seller may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such seller;
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(d) use reasonable efforts to register or qualify such
Registrable Securities under such other securities or "blue sky" laws of such
jurisdictions as any seller or underwriter reasonably requests in writing and to
do any and all other acts and things that may be reasonably necessary or
advisable to register or qualify for sale in such jurisdictions the Registrable
Securities owned by such seller; provided, however, that the Company shall not
be required to (i) qualify generally to do business in any jurisdiction where it
is not then so qualified, (ii) subject itself to taxation in any such
jurisdiction, (iii) consent to general service of process in any such
jurisdiction or (iv) provide any undertaking required by such other securities
or "blue sky" laws or make any change in its charter or by-laws that the Board
of Directors of the Company determines in good faith to be contrary to the best
interest of the Company and its stockholders;
(e) use reasonable efforts to cause the Registrable
Securities covered by such registration statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary
by virtue of the business and operations of the Company to enable the seller or
sellers thereof or the underwriters, if any, to consummate the disposition of
such Registrable Securities;
(f) notify each seller of such Registrable Securities 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 contains an untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and prepare and file
with the Commission as soon thereafter as practicable, after consultation with
the Initiating Stockholders, a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading;
(g) enter into customary agreements (including an
underwriting agreement in customary form, if the offering is an underwritten
offering) and take such other actions as are reasonably required in order to
expedite or facilitate the disposition of such Registrable Securities;
(h) otherwise use reasonable efforts to comply with all
applicable rules and regulations of the Commission; and
(i) use reasonable efforts to cause all Registrable
Securities covered by the registration statement to be listed on each securities
exchange or market, if any, on which similar securities issued by the Company
are then listed, provided that the applicable listing requirements are
satisfied.
The Company may require each seller or prospective seller of
Registrable Securities as to which any registration is being effected to furnish
to the Company such
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information regarding the distribution of such securities and other matters as
may be required to be included in the registration statement.
Each holder of Registrable Securities agrees that, upon receipt of
any notice from the Company of the happening of any event of the kind described
in paragraph (f) of this Section 5, such holder shall forthwith discontinue
disposition of Registrable Securities pursuant to the registration statement
covering such Registrable Securities until such holder's receipt of the copies
of the supplemented or amended prospectus contemplated by paragraph (f) of this
Section 5 and, if so directed by the Company, such holder shall deliver to the
Company all copies, other than permanent file copies then in such holder's
possession or copies delivered to prospective purchasers, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice. If the Company shall give any such notice, the Company shall extend the
period during which such registration statement shall be maintained effective
pursuant to this Agreement (including the period referred to in paragraph (b) of
this Section 5) by the number of days during the period from and including the
date of the giving of such notice pursuant to paragraph (f) of this Section 5 to
and including the date when each seller of Registrable Securities covered by
such registration statement shall have received the copies of the supplemented
or amended prospectus contemplated by paragraph (f) of this Section 5.
6. Registration Expenses. The Company shall pay all expenses
incident to its performance of or compliance with this Agreement; provided,
however, that the Company shall not pay the costs and expenses of any
Stockholder relating to underwriters' commissions and discounts relating to
Registrable Securities to be sold by such Stockholder, brokerage fees, transfer
taxes or the fees or expenses of any counsel, accountants or other
representatives retained by the Stockholders, individually or in the aggregate.
All of the expenses described in this Section 6 that are to be paid by the
Company are herein called the "Registration Expenses."
7. Indemnification; Contribution.
7.1 Indemnification by the Company. The Company agrees to
indemnify, in the case of any registration statement filed pursuant to this
Agreement, each seller of any Registrable Securities covered by such
registration statement, each other person who participates as an underwriter in
the offering or sale of such securities, and each person, if any, who controls
such seller or any such underwriter within the meaning of the Securities Act
(each an "Indemnified Party" and collectively, the "Indemnified Parties")
against any losses, claims, damages or liabilities to which such Indemnified
Party may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which such securities were registered under the
Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein in light of the
circumstances in which
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they were made not misleading, or any violation by the Company of the Securities
Act or any rule or regulation thereunder applicable to the Company; provided,
however, that the Company shall not be liable to the extent that any loss,
claim, or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by or on behalf of such
Indemnified Party expressly for use in the Registration Statement; provided,
further, that the Company shall not be liable to any seller of Registrable
Securities (or to any person who acts as an underwriter in such sale or who
controls such seller) to the extent that any loss, claim, or liability arises
out of an untrue statement, alleged untrue statement, omission, or alleged
omission made in any preliminary prospectus if either (a)(i) such seller failed
to send or deliver a copy of the prospectus with or prior to written
confirmation of the sale by such seller to the person asserting the claim and
(ii) the prospectus would have corrected such untrue statement, alleged untrue
statement, omission or alleged omission; or (b)(x) such untrue statement,
alleged untrue statement, omission or alleged omission is corrected in an
amendment or supplement to the prospectus and (y) having been furnished by or on
behalf of the Company with copies of the prospectus as so amended or
supplemented, such seller fails to deliver such prospectus as so amended or
supplemented, with or prior to the written confirmation of the sale by such
seller to the person asserting the claim.
7.2 Indemnification by Stockholders. In connection with any
registration statement in which a Stockholder is participating, each such
Stockholder shall furnish to the Company in writing such information and
affidavits with respect to such Stockholder as the Company reasonably requests
for use in connection with any such registration statement or prospectus and
agrees to indemnify, to the fullest extent permitted by law, the Company, its
officers, directors and agents and each person, if any, who controls the Company
(within the meaning of the Securities Act) against any and all losses, claims,
damages, and liabilities resulting from any untrue or alleged untrue statement
of a material fact or any omission or alleged omission of a material fact
required to be stated in any registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or necessary to make
the statements therein (in the case of a prospectus, in light of the
circumstances under which they were made) not misleading, to the extent that
such untrue or alleged untrue statement or omission is contained in or omitted
from, as the case may be, any information or affidavit with respect to such
Stockholder so furnished in writing by such Stockholder expressly for use in any
such prospectus or preliminary prospectus; provided, however, that the liability
of such Stockholder shall not exceed the net proceeds received by such
Stockholder from the sale of its Registrable Securities. Each Stockholder also
shall indemnify any underwriters of the Registrable Securities, their officers
and directors and each person who controls such underwriters (within the meaning
of the Securities Act) to the same extent as provided above with respect to the
indemnification of the Company; provided, however, that the indemnification of
such Stockholder shall be limited to the net proceeds received by such
Stockholder from the sale of its Registrable Securities.
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7.3 Contribution. If the indemnification provided for in
this Section 7 is unavailable to any Indemnified Party hereunder in respect of
any losses, claims, damages, liabilities or expenses referred to herein, then
the indemnifying party, to the extent such indemnification is unavailable, 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 or expenses in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and Indemnified Parties in
connection with the actions that resulted in such losses, claims, damages,
liabilities or expenses. The relative fault of such indemnifying party and
Indemnified Parties shall be determined by reference to, among other things,
whether any action 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 Parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action.
The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 7.3 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
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.
8. Definitions. As used herein, the following terms shall have the
following respective meanings:
"Beneficial Ownership" shall have the meaning set forth in
Rule 13d-3 under the Exchange Act.
"Board of Directors" means the board of directors of the
Company.
"Commission" means the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.
"Common Stock" means the common stock of the Company or any
other equity securities of the Company into which such securities are converted,
reclassified, reconstituted or exchanged.
"Person" means any individual, firm, corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, government (or an agency or political subdivision thereof)
or other entity of any kind, and shall include any successor (by merger or
otherwise) of any such entity.
"Registration Expenses" shall have the meaning specified in
Section 6 herein.
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"Securities Act" means the Securities Act of 1933, or any
successor federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Underwritten Offering" shall mean a sale of securities of
the Company to an underwriter or underwriters for re-offering to the public,
which shall include a road show and other customary selling efforts.
9. Miscellaneous.
9.1 Limitations on Subsequent Registration Rights. From and
after the date of this Agreement, the Company shall not, without the prior
written consent of the holders of a majority of the Registrable Securities then
outstanding, enter into any agreement with any holder or prospective holder of
any securities of the Company which would allow such holder or prospective
holder to include such securities in any registration filed under Section 2.1(a)
hereof, unless under the terms of such agreement, such holder or prospective
holder may include such securities in any such registration only to the extent
that the inclusion of such securities will not reduce the amount of the
Registrable Securities of the holders which is included.
9.2 Assignment. The rights of the Stockholders to have the
Company register Registrable Securities pursuant to this Agreement shall be
automatically assignable by each Stockholder to any transferee (other than the
transferee of such shares in a registered transaction) of all or any portion of
the Registrable Securities if: (i) the Stockholder agrees in writing with the
transferee or assignee to assign such rights, and a copy of such agreement is
furnished to the Company after such assignment, (ii) the Company is furnished
with written notice of (a) the name and address of such transferee or assignee,
and (b) the securities with respect to which such registration rights are being
transferred or assigned, (iii) the transferee or assignee agrees in writing for
the benefit of the Company to be bound by all of the provisions contained
herein, and (iv) if required under the terms of the Stockholders Agreement, such
transferee enters into the requisite stockholders agreement with the Company as
contemplated by the Stockholders Agreement, of even date herewith, among the
Company and the Stockholders (the "Stockholders Agreement").
9.3 Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Stockholders that own, in the aggregate, 50% or more of the Registrable
Securities then outstanding.
9.4 Notices. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered personally,
telecopied (and confirmed) or sent by certified, registered or express mail,
postage prepaid. Any such notice shall be deemed given when so delivered
personally, telecopied (and confirmed) or,
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if mailed, five days (or, in the case of express mail, one day) after the date
of deposit in the United States mail, as follows:
(i) if to the Company, to:
CoreComm Limited
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Telecopier No.: (000) 000-0000
with copies to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
1285 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
Telecopier No.: (000) 000-0000
(ii) if to any Stockholder, to the most current
address of such Stockholder provided by such
Stockholder to the Company in writing.
with copies to:
Xxxxxxx, Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx III, Esq.
Xxxx XxXxxxxxxx, P.C.
Telecopier No.: (000) 000-0000
Any party may by notice given in accordance with this section to
the other parties designate another address or person for receipt of notices
hereunder.
9.5 Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the Stockholders and their permitted successors
and assigns as provided for in Section 9.1 hereof and the successors and assigns
of the Company; provided, however, that such successors and assigns become
parties to this Agreement by executing counterparts thereto and, in the case of
successors and assigns of a Stockholder, there has been compliance with Section
9.1 hereof.
9.6 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
shall be
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deemed to be an original and all of which taken together shall constitute one
and the same agreement.
9.7 Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.
9.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE RULES
OF CONFLICT OF LAWS OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION.
9.9 Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired.
9.10 Entire Agreement. This Agreement is entered into and
delivered pursuant to the Merger Agreement and as such contains the entire
agreements among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, written or oral, with
respect thereto.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date first written above.
CORECOMM LIMITED
By:/s/ Xxxxxxx X. Xxxxxxx
_________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President--Secretary
STOCKHOLDERS:
MEDIA/COMMUNICATIONS
PARTNERS II LIMITED PARTNERSHIP
By: M/XX XX Limited Partnership,
its general partner
By: M/XX XX General Partner-H, Inc.,
a general partner
By:/s/ Xxxx X. Xxxxx
_____________________________________
Name: Xxxx X. Xxxxx
Title: President
MEDIA/COMMUNICATIONS
INVESTORS LIMITED PARTNERSHIP
/s/ Xxxx X. Xxxxx
________________________________
Name: Xxxx X. Xxxxx
APACHE HOLDINGS II LIMITED
PARTNERSHIP
By: /s/ Xxxxx X. Xxxxxxx
________________________________
Name: Xxxxx X. Xxxxxxx
Title: General Partner
14
14
APACHE HOLDINGS LIMITED
PARTNERSHIP
By:/s/ Xxxx X. Xxxxx
_____________________________________
Name: Xxxx X. Xxxxx
Title:
/s/ Xxxxx X. Xxxxxxx
___________________________________
Xxxxx X. Xxxxxxx
/s/ Xxxxxxxxxxx X. Xxxxx
___________________________________
Xxxxxxxxxxx X. Xxxxx
