EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT, is entered into this 31st day of August, 1999, by and
between Pinnacle Holdings Inc., a Delaware corporation (the "COMPANY") and
Motorola, Inc., a Delaware corporation ("MOTOROLA").
WHEREAS, pursuant to an Agreement for Purchase and Sale of Assets dated
June 29, 1999, by and between Pinnacle Towers Inc., a Delaware corporation and a
wholly owned subsidiary of the Company, and Motorola (the "PURCHASE AGREEMENT"),
the Company will issue shares of common stock, no par value, of the Company (the
"COMMON STOCK") on the date hereof; and
WHEREAS, the Company and Motorola desire to provide for the potential
registration of the shares of Common Stock to be acquired by Motorola;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
"AFFILIATE" means any Person which directly or indirectly controls, or is
controlled by, or is under common control with, the corporation or other entity
specified. The term "control" means the possession, directly or indirectly, or
in conjunction with others, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract, or otherwise.
"COMMISSION" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act (as defined
herein).
"COMMON STOCK" shall have the meaning set forth in the preamble to this
Agreement and shall include any successor securities thereto.
"COMPANY" shall have the meaning set forth in the preamble to this
Agreement.
"EXCHANGE ACT" shall have the meaning set forth in Section 2.3(h) hereof.
"LEGAL EXPENSES" shall have the meaning set forth in Section 2.4 hereof.
"PERSON" shall mean an individual, a corporation, a partnership, a limited
liability company, an association, a trust, joint venture or any other entity,
organization, or division, including a government or political subdivision or an
agency or instrumentality thereof.
"PURCHASE AGREEMENT" shall have the meaning set forth in the preamble of
this Agreement.
"REGISTRABLE SECURITIES" shall mean any and all of the following owned by
Motorola or its Affiliates (a) subject to Section 2.6, the 418,520 shares of
Common Stock being issued pursuant to the Purchase Agreement, or (b) any other
security issuable upon the conversion or exercise of any security or which is
issued as a dividend or other distribution with respect to, or in exchange for
or in replacement of, such securities.
"REGISTRATION EXPENSES" shall have the meaning set forth in Section 2.4
hereof.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.
"SELLING EXPENSES" shall have the meaning set forth in Section 2.4 hereof.
All capitalized terms not herein defined shall have the meanings assigned to
them in the Purchase Agreement.
ARTICLE II
REGISTRATION RIGHTS
SECTION 2.1. [INTENTIONALLY LEFT BLANK]
SECTION 2.2. INCIDENTAL REGISTRATION. If the Company at any time
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proposes to register its Common Stock under the Securities Act for sale to the
public in a firm commitment underwritten public offering whether for its own
account or for the account of other security holders or both (except with
respect to registration statements on Forms S-4 or S-8 or another form not
available for registering Common Stock for sale by Motorola to the public), each
such time it will give at least five (5) business days' prior written notice to
Motorola of its intention to do so. Upon the written request of Motorola given
within three (3) business days after receipt of any such notice to register any
of its Registrable Securities (which request shall state the intended method of
disposition thereof), the Company will cause the Registrable Securities as to
which registration shall have been so requested to be included in the securities
to be covered by the registration statement proposed to be filed by the Company,
all to the extent requisite to permit the sale or other disposition by Motorola
(in accordance with its written request) of such Common Stock so registered. In
the event that Motorola has requested the registration of
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Common Stock pursuant to this Section, such Common Stock shall be included in
the underwriting on the same terms and conditions as the shares of Common Stock
otherwise being sold through underwriters under such registration. The amount of
Registrable Securities timely requested by Motorola to be included in such an
underwriting may be reduced on a pro rata basis only if the amount of Common
Stock to be sold by the Company and any other security holders is also reduced
on the same pro rata basis. This Section 2.2 shall terminate upon earlier to
occur of the date (a) Motorola holds less than 210,000 shares of Registrable
Securities, as adjusted pursuant to Section 2.6 and (b) three (3) years from the
date hereof.
SECTION 2.3. REGISTRATION PROCEDURES AND EXPENSES. If and whenever the
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Company is required by the provisions of Section 2.2 hereof to use its
reasonable efforts to effect the registration of Registrable Securities under
the Securities Act, the Company will, as reasonably promptly as possible:
(a) prepare and file with the Commission a registration statement
(which shall be on the form of general applicability which the Company is
eligible to use under the Securities Act satisfactory to the managing
underwriter selected as therein provided with respect to such securities
and use its reasonable efforts to cause such registration statement to
become and remain effective for the period of the distribution contemplated
thereby (determined as hereinafter provided) and take all actions
reasonably requested by Motorola to facilitate the sale of all or such
portion of the Registrable Securities;
(b) notify Motorola of any request of the Commission for the amending
or supplementing of such registration statement or prospectus and prepare
and file with the Commission such amendments (including post-effective
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 the period of distribution
contemplated thereby (determined as hereinafter provided) and comply with
the provisions of the Securities Act, its rules and regulations and any
other governmental rules, regulations or requirements with respect to the
disposition of all Registrable Securities covered by such registration
statement in accordance with the sellers' intended method of disposition
set forth in such registration statement for such period;
(c) furnish to each seller such number of copies of the registration
statement and the prospectus included therein (including each preliminary
prospectus), and all amendments and supplements to such documents, as such
Persons may reasonably request in order to facilitate the public sale or
other disposition of the Registrable Securities covered by such
registration statement;
(d) to the extent applicable, use its reasonable efforts to register
or qualify the Registrable Securities covered by such registration
statement under the securities or blue sky laws of such jurisdictions as
the sellers of Registrable Securities shall reasonably request; provided,
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however, that the Company shall not for any such purpose be required to
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qualify generally to transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to consent to general service
of process in any such jurisdiction;
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(e) immediately notify each seller under such registration statement
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 contained in such registration statement, as then in
effect, includes 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 not misleading in the light of the circumstances then
existing, and the Company will promptly prepare 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 not
misleading;
(f) notify each seller of Registrable Securities participating in the
disposition of such Registrable Securities of any stop order or other
suspension of effectiveness of the registration or the initiation or
threatening of any proceeding for that purpose;
(g) make every reasonable effort to prevent the issuance of any stop
order or to obtain the withdrawal of any such order or other suspension of
the effectiveness of the registration statement at the earliest possible
moment;
(h) as promptly as practicable after filing with the Commission of
any document which is incorporated by reference into a registration
statement, deliver a copy of such document to each seller of Registrable
Securities;
(i) provide and cause to be maintained a transfer agent and registrar
for all Registrable Securities covered by such registration statement;
(j) use reasonable efforts to list and keep listed all Registrable
Securities covered by such registration statement on any national
securities exchange or quotation system on which such Registrable
Securities is then listed or quoted, if any; and
(k) cause its subsidiaries to take all action necessary to effect the
registration of Registrable Securities contemplated hereby, including
filing any required financial information.
For purposes of paragraphs (a) and (b) of this Section and Section 2.2
hereof, the period of distribution of Common Stock in a firm commitment
underwritten public offering shall be deemed to extend until the later of the
date each underwriter has completed the distribution of all Common Stock
purchased by it and the termination of the period in which prospectuses must be
delivered under Rule 174 promulgated under the Securities Act.
It shall be a condition precedent to the obligations of the Company to take
any action pursuant to this Article II with respect to the Registrable
Securities of Motorola that Motorola shall furnish to the Company in writing
such information with respect to Motorola and the proposed distribution by
Motorola as shall be
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reasonably necessary in order to effect the registration of Motorola's
Registrable Securities and assure compliance with federal and applicable state
securities laws.
In connection with each registration pursuant to Section 2.2 hereof
covering an underwritten public offering, the Company and Motorola agree to
enter into such underwriting agreements, lock-up agreements, power of attorney
and custody agreements and other agreements with the managing underwriter
selected in the manner herein and other appropriate parties provided in such
form and containing such provisions as are customary in the securities business
for such an arrangement between major underwriters, others and companies of the
Company's size and investment stature, provided that, unless consented to by the
Company, such agreement shall not contain any such provision applicable to the
Company which is inconsistent with the provisions hereof.
SECTION 2.4. EXPENSES. All expenses incurred by the Company in complying
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with Section 2.2 hereof, including, without limitation, all registration,
qualification and filing fees, blue sky fees and expenses, printing expenses,
fees and disbursements of counsel and independent public accountants for the
Company, escrow fees, fees of the National Association of Securities Dealers,
Inc., transfer taxes, fees of transfer agents and registrars, the expense of any
special audits 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), but excluding any Selling Expenses, are herein called
"REGISTRATION EXPENSES." All underwriting discounts and selling commissions
applicable to the sale of Registrable Securities are herein called "SELLING
EXPENSES." All fees and disbursements of counsel for the sellers of Registrable
Securities incurred in connection with registration of such capital stock
pursuant to Section 2.2 hereof are herein called "LEGAL EXPENSES."
The Company will pay all Registration Expenses in connection with any
registration statement filed pursuant to Section 2.1 or Section 2.2 hereof. All
Selling Expenses with respect to Registrable Securities and Legal Expenses in
connection with any registration statement filed pursuant to Section 2.2 hereof
shall be borne by Motorola.
SECTION 2.5. INDEMNIFICATION. In the event of a registration of any of
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the Registrable Securities of the Company under the Securities Act pursuant to
Section 2.2 hereof, the Company will indemnify and hold harmless each seller of
such Registrable Securities thereunder, its affiliates and each Person, if any,
who controls such entity, or any of its affiliates, within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act (a
"CONTROLLING PERSON"), and the respective agents, employees, officers and
directors of the seller, its affiliates and any controlling person of either the
seller or its affiliates and to the extent it may be an affiliate or controlling
person with respect to any registration of capital stock of the Company under
the Securities Act other than pursuant to Section 2.2 hereof (the "SELLERS'
INDEMNIFIED PARTIES"), against any and all losses, pending or threatened claims,
damages or liabilities, joint or several (or actions in respect thereof),
including, as incurred and without limitation, reasonable costs of
investigating, preparing or defending any such claim or action ("LOSSES") to
which such sellers' and underwriters' indemnified parties may become subject
under the Securities Act or otherwise, insofar as such Losses arise out of or
are based upon any
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untrue statement or alleged untrue statement of any material fact made by the
Company contained in any registration statement under which such Registrable
Securities were registered under the Securities Act pursuant to Section 2.2
hereof, any preliminary prospectus or final prospectus contained therein, any
offering circular or other document, or any amendment or supplement thereof, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the Company will not
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be liable in any such case if and to the extent that any such Loss arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, preliminary prospectus,
final prospectus, amendment or supplement, in reliance upon and in conformity
with information furnished by such seller in writing specifically for use in
such registration statement or prospectus; provided, further, that as to any
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preliminary prospectus this indemnity agreement shall not inure to the benefit
of any of the sellers' indemnified parties on account of any Loss, or action
arising from the sale of any capital stock of the Company pursuant to Section
2.2 hereof to any Person by such seller if such seller failed to send or give a
copy of the final prospectus (the "FINAL PROSPECTUS") filed with the Commission
pursuant to Rule 424(b) promulgated under the Securities Act, as such Final
Prospectus may be amended or supplemented, to that Person within the time
required by the Securities Act, and the untrue statement or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact in such preliminary prospectus was corrected in the Final Prospectus,
unless such failure resulted from non-compliance by the Company with Section
2.3(c) hereof. The indemnities of the Company contained in this Section shall
remain in full force and effect regardless of any investigation made by or on
behalf of any sellers' indemnified party or underwriters' indemnified party or
any opportunity therefor or any actual or constructive knowledge of any such
Person and shall survive any transfer of Registrable Securities.
In the event of a registration of any of the Registrable Securities under
the Securities Act pursuant to Section 2.2 hereof, each seller of such
Registrable Securities thereunder, severally and not jointly, will indemnify and
hold harmless the Company and each controlling person of the Company, each
officer of the Company who signs the registration statement, each director of
the Company, each underwriter and each controlling person of such underwriter
against any and all Losses to which the Company or such officer or director or
underwriter or controlling person may become subject under the Securities Act or
otherwise, insofar as such Losses arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
registration statement under which such Registrable Securities were registered
under the Securities Act pursuant to Section 2.2, any preliminary prospectus or
Final Prospectus contained therein, or any amendment or supplement thereof, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, if and only to the extent that any such
Losses arise out of or are based upon an untrue statement or omission made in
reliance upon and in conformity with information pertaining to such seller, as
such, furnished in writing to the Company by such seller specifically for use in
such registration statement or prospectus; provided, further, however, that the
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liability of each seller hereunder
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shall not exceed the net proceeds received by such seller from the sale of
Registrable Securities covered by such registration statement.
Promptly after receipt by an indemnified party hereunder of notice of the
commencement or threatened commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party hereunder, notify the indemnifying party in writing thereof, but the
omission to so notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party other than under this
Section, or under this Section except to the extent actually prejudiced by such
failure to notify. In case any such action shall be brought against any
indemnified party, the indemnifying party shall be entitled to participate in
and, to the extent it shall wish, to assume and undertake the defense thereof
with counsel reasonably satisfactory to such indemnified party, and, after
notice from the indemnifying party to such indemnified party of its election so
to assume and undertake the defense thereof, the indemnifying party shall not be
liable to such indemnified party under this Section for any legal expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel
so selected; provided, however, that, if the defendants in any such action
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include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be reasonable
defenses available to it which are different from or additional to those
available to the indemnifying party or if the interests of the indemnified party
reasonably may be deemed to conflict with the interests of the indemnifying
party, the indemnified party shall have the right to select separate counsel and
to assume such legal defenses and otherwise to participate in the defense of
such action, with the expenses and fees of such separate counsel and other
expenses related to such participation to be reimbursed by the indemnifying
party as incurred. In no event, however, shall the indemnifying party be liable
for fees and expenses of more than one counsel for the sellers' indemnified
parties and one counsel for the underwriters' indemnified parties (in each case
in addition to any local counsel) separate from their own counsel, in connection
with any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances.
The indemnifying party shall not be liable to indemnify any indemnified
party for any settlement of any such action effected without the indemnifying
party's consent, which consent shall not be unreasonably withheld. Furthermore,
the indemnifying party shall not, except with the approval 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 each indemnified party of a release from all liability in respect
of such claim or litigation without any payment or consideration provided by
each such indemnified party.
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If the indemnification provided for in this Section is unavailable to an
indemnified party under the first or second paragraphs hereof in respect of any
Losses 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 in such proportion
as is appropriate to reflect the relative fault of the indemnifying party and
the indemnified parties in connection with the actions or inactions which
resulted in such Losses. The relative fault of the Company on the one hand and
of the sellers of securities and any other sellers participating in the
registration statement on the other shall be determined by reference to, among
other things, whether the untrue or alleged omission to state a material fact
relates to information supplied by the Company or by the sellers of securities
or other sellers participating in the registration statement and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
The Company and the sellers of securities agree that it would not be just
and equitable if contribution pursuant to this Section were determined by pro
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rata allocation (even if the sellers of securities 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. Notwithstanding the provisions of this Section, no seller of
securities shall be required to contribute any amount in excess of the net
proceeds received by such seller from the sale of securities covered by the
registration statement filed pursuant hereto. 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.
SECTION 2.6. CHANGES IN COMMON STOCK. If, and as often as, there are any
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changes in the Common Stock by way of stock split, stock dividend, combination
or reclassification, or through merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof, as may be required, so that the rights and privileges
granted hereby shall continue with respect to the Common Stock as so changed.
SECTION 2.7. LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. From and
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after the date hereof, the Company shall not enter into any agreement granting
any holder or prospective holder of any securities of the Company registration
rights with respect to such securities unless such new registration rights,
including, without limitation, standoff obligations, are subordinate to the
registration rights granted Motorola hereunder.
SECTION 2.8. TRANSFER OF REGISTRATION RIGHTS. The rights contained herein
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in favor of Motorola may be assigned by Motorola to any of its Affiliates.
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ARTICLE III
MISCELLANEOUS
SECTION 3.1. SUCCESSORS AND ASSIGNS. All covenants and agreements
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contained in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective successors and assigns of the
parties hereto whether so expressed or not.
SECTION 3.2. REQUIRED SECURITIES FILINGS. The Company covenants that it
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will file the reports required to be filed by the Company under the Securities
Act and the Exchange Act and the rules and regulations adopted by the Commission
thereunder; and it will take such further action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell capital stock without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule 144
under the Securities Act, as such Rule may be amended from time to time, or (b)
any similar rule or regulation hereafter adopted by the Commission. The Company
agrees to take all reasonable actions to have the Registrable Securities
continued to be listed on the Nasdaq Stock Market following any public offering.
SECTION 3.3. NOTICES. All notices, requests, demands and other
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communications hereunder shall be in writing and shall be, personally delivered
or sent by facsimile transmission with confirming copy sent by overnight courier
(such as Express Mail, Federal Express, etc.) and a delivery receipt obtained
and addressed to the intended recipient as follows:
(a) If to Motorola:
Motorola, Inc.
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention:
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
With copies to:
Motorola, Inc.
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: General Counsel
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
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(b) If to the Company:
Pinnacle Holdings Inc.
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
With copies to:
Holland & Knight LLP
000 Xxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxxx X. Xxxxx, III
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Any party may change its address or add or change parties for receiving notice
by written notice given to the others named above. Notices shall be deemed
given as of the date of receipt.
SECTION 3.4. GOVERNING LAW; JURISDICTION. This Agreement shall be
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interpreted in accordance with the substantive laws of the State of Delaware
applicable to contracts made and to be performed wholly within said state.
Except as set forth in Section 3.5, all disputes, legal actions, suits and
proceedings arising out of or relating to this Agreement shall be brought in a
federal district or state court located in Chicago, Illinois. Each party hereby
consents to the jurisdiction of the federal district or state court in Chicago,
Illinois. Each party hereby irrevocably waives all claims of immunity from
jurisdiction and any right to object on the basis that any dispute, action, suit
or proceeding brought in the federal district or state court of Chicago,
Illinois has been brought in an improper or inconvenient venue or forum.
SECTION 3.5. DISPUTES.
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(a) The Company and Motorola mutually desire that friendly
collaboration will develop between themselves. Accordingly, they shall try
to resolve in a friendly manner all disagreements and misunderstandings
connected with their respective rights and obligations under this
Agreement, including any amendments hereof.
(b) (i) To the extent that any misunderstanding or dispute cannot be
resolved agreeably in a friendly manner, the dispute will be mediated by a
mutually acceptable mediator to be chosen by the Company and Motorola
within forty-five (45) days after written notice by one of the parties
demanding mediation. Neither party may unreasonably withhold consent to the
selection of a mediator, however, by mutual agreement, the Company and
Motorola may postpone mediation until each has completed specified but
limited discovery with respect to a dispute. The parties may also agree to
attempt some other form of alternative dispute resolution
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("ADR") in lieu of mediation, including by way of example and without
limitation, neutral fact-finding or a mini-trial.
(ii) Any dispute which the parties cannot resolve through
negotiation, mediation or other form of ADR within six (6) months of the
date of the initial demand for it by one of the parties may then be
submitted to the courts for resolution. The use of any ADR procedures will
not be construed under the doctrine of laches, waiver or estoppel to affect
adversely the rights of either party. Nothing in this Section 15.11 will
prevent either party from resorting to judicial proceedings if (A) good
faith efforts to resolve the dispute under these procedures have been
unsuccessful or (B) interim relief from a court is necessary to prevent
serious and irreparable injury to one party or to others.
(c) Each of the Company and Motorola shall bear their own respective
costs of mediation or ADR but the Company and Motorola agree to share the
costs of the mediation or ADR equally.
SECTION 3.6. ENTIRE AGREEMENT AND AMENDMENTS. This Agreement constitutes
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the entire agreement of the parties with respect to the subject matter hereof
and may not be modified or amended except in writing. No amendment, modification
or waiver shall be binding upon or effective with respect to any provision
hereof without the prior written consent of Motorola and the Company.
SECTION 3.7. COUNTERPARTS. This Agreement may be executed in
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
SECTION 3.8. PARTIAL INVALIDITY. In the event that any provision of this
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Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any
other provision hereof.
SECTION 3.9. REMEDIES. In addition to any remedies set forth herein,
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Motorola shall be entitled to all other remedies, whether in law or in equity,
which they, individually or as a group, may be entitled to, including, without
limitation, temporary and/or permanent injunctive relief (without being required
to post a bond).
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be signed on its behalf by its duly authorized officers, all as of the day and
year first above written.
PINNACLE HOLDINGS INC. MOTOROLA, INC.
By: By:
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Its: Its:
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