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EXHIBIT 4.12
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of December 18, 1996, between
Team Rental Group, Inc., a Delaware corporation (the "COMPANY"), and the persons
listed on the signature pages hereof.
1. Background. The Company is a party to the several Note Purchase
Agreements dated as of December 1, 1996 (the "PURCHASE AGREEMENTS") entered into
with the Purchasers, providing for, among other things, the issuance by the
Company of $80,000,000 aggregate principal amount of its 7.0% Convertible
Subordinated Notes due 2003 (the "SECURITIES"). Certain capitalized terms are
defined in Section 3.
This Agreement provides for registration rights with respect to
Registrable Securities, but not with respect to the Securities. Prior to the
conversion of Securities into shares of Common Stock in accordance with the
respective terms of such Securities, the holder of such Securities shall be
deemed to hold Registrable Securities on an As Converted Basis for all purposes
of this Agreement.
2. Registration under Securities Act, etc.
2.1. Filing of Shelf Registration Statement. On or before May 15, 1997,
the Company shall file a "shelf" registration statement pursuant to Rule 415
under the Securities Act (the "SHELF REGISTRATION") with respect to the
Registrable Securities to be issued to the holders of the Securities upon
conversion thereof. The Company shall use its best efforts to (i) have the Shelf
Registration declared effective on or before the Target Date, and (ii) keep the
Shelf Registration continuously effective from the date the Shelf Registration
is declared effective until the Termination Date.
2.2. Registration Procedures. In connection with the Shelf Registration
filed pursuant to Section 2.1, the Company will as expeditiously as possible:
(a) subject to Section 9 hereof, prepare and file with the
Commission such amendments and supplements to such Shelf Registration
and the prospectus used in connection therewith as may be necessary to
keep such Shelf Registration effective and to comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such Shelf Registration until such
time as all of such securities have been disposed of in accordance with
the intended methods of disposition by the seller or sellers thereof
set forth in such Shelf Registration;
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(b) furnish to each seller of Registrable Securities covered
by such Shelf Registration such number of conformed copies of such
Shelf Registration and of each such amendment and supplement thereto
(including exhibits thereto, if requested), such number of copies of
the prospectus contained in such Shelf Registration (including each
preliminary prospectus and any summary prospectus) and any other
prospectus filed under Rule 424 or Rule 430A under the Securities Act,
in conformity with the requirements of the Securities Act, and such
other documents, as such seller may reasonably request;
(c) use its reasonable good faith efforts to register or
qualify all Registrable Securities and other securities covered by such
Shelf Registration under such other securities or blue sky laws of such
jurisdictions as each seller of Registrable Securities shall reasonably
request, to keep such registration or qualification in effect for so
long as such Shelf Registration remains in effect, and to take any
other action which may be reasonably necessary or advisable to enable
such seller to consummate the disposition in such jurisdictions of the
securities owned by such seller, except that the Company shall not for
any such purpose be required (i) to register or qualify to do business
as a foreign corporation in any jurisdiction wherein it would not be
obligated at the time to be so registered or qualified, (ii) to take
any action that would subject it to the service of process in suits,
other than as to matters and transactions relating to the Shelf
Registration, in any jurisdiction where it would not at the time be so
subject, or (iii) to take any action that would subject it to taxation
in any jurisdiction in an amount greater than it would be so subject
without having taken such action;
(d) use its best efforts to cause all Registrable Securities
covered by such Shelf Registration to be registered with or approved by
such other governmental agencies or authorities regulating the Company
as may be necessary to enable the seller or sellers thereof to
consummate the disposition of such Registrable Securities;
(e) promptly notify each seller of Registrable Securities
covered by such Shelf Registration, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act,
upon discovery that, or upon the happening of any event as a result of
which, the prospectus included in such Shelf Registration, 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 light of the
circumstances under which they were made, and, subject to Section 9
hereof, at the request of any such seller or holder promptly prepare to
furnish to
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such seller or holder a reasonable number of copies of a supplement to
or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such securities, such
prospectus shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances under which they were made;
(f) notify each seller of Registrable Securities covered by
such Shelf Registration:
(i) when a Shelf Registration and any amendment
thereto has been filed with the Commission and when the Shelf
Registration or any post-effective amendment thereto has
become effective, and
(ii) of any request by the Commission for amendments
or supplements to the Shelf Registration or the prospectus
included therein or for additional information;
(g) notify each seller of Registrable Securities covered by
such Shelf Registration:
(i) of the issuance by the Commission of any stop
order suspending the effectiveness of the Shelf Registration
or the initiation of any proceedings for that purpose, and
(ii) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the Registrable Securities included in the
Shelf Registration for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose;
(h) use its best efforts to obtain the withdrawal of any order
suspending the effectiveness of the Shelf Registration at the earliest
possible time;
(i) use its best efforts to list all Registrable Securities
covered by such Shelf Registration on any securities exchange on which
any of the Registrable Securities is then listed; and
(j) maintain on file with any securities exchange on which any
of the Registrable Securities is then listed a copy of the most recent
prospectus and otherwise use its best efforts to allow the sellers to
satisfy the prospectus delivery requirements of the Securities Act in a
manner not requiring physical delivery of a prospectus.
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The Company may require each holder of Registrable Securities to furnish the
Company such information regarding such holder and the distribution of such
securities as the Company may from time to time reasonably request in writing.
2.3. Underwriters. If, pursuant to written notice delivered to the
Company from time to time by holders of at least 10% of the Registrable
Securities, such holders so elect, the offer and sale of any such Registrable
Securities pursuant to the Shelf Registration may be effected in the form of an
underwritten offering. The managing underwriter or underwriters of the offering,
if it is an underwritten offering, pursuant to the Shelf Registration shall be
selected by the Company, and such underwriter, as well as the price, terms and
provisions of the offering, shall be subject to the approval of the holders of a
majority of the Registrable Securities to be so offered (such approval not to be
unreasonably withheld).
2.4. Underwritten Offerings. If requested by the underwriters for any
offering by holders of Registrable Securities pursuant to the Shelf
Registration, the Company will enter into an underwriting agreement with such
underwriters for such offering which is satisfactory in substance and form to
the Company, holders of a majority of the Registrable Securities included in
such offering and the underwriters and contains such representations and
warranties by the Company and such other terms as are generally prevailing in
agreements of this type, including without limitation indemnities to the effect
and to the extent provided in Section 2.7. The holders of the Registrable
Securities included in such offering will cooperate with the Company in the
negotiation of the underwriting agreement and will give consideration to the
reasonable requests of the Company regarding the form thereof; however, such
cooperation and consideration does not diminish the foregoing obligations of the
Company. The holders of Registrable Securities to be distributed by such
underwriters shall be parties to such underwriting agreement. No holder of
Registrable Securities shall be required to make any representations or
warranties to or agreements with the Company or the underwriters other than
representations, warranties or agreements regarding (i) such holder, (ii) such
holder's Registrable Securities, (iii) such holder's intended method of
distribution of Registrable Securities, (iv) information supplied by such holder
in writing to the Company specifically for use in the Shelf Registration, (v)
other representations required by law and (vi) with respect to agreements with
the underwriters, such other agreements not inconsistent with this Agreement as
are reasonably requested by such underwriters and are customary for such
transactions.
2.5. Expenses. The Company shall pay all Registration Expenses incurred
in connection with the Shelf Registration and any supplements or amendments
thereto, whether or not it becomes effective, and whether all, none or some of
the Registrable Securities are sold pursuant to the Shelf Registration. Each
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holder of Registrable Securities selling all or a portion of such Securities
under the Shelf Registration shall pay all brokerage fees, commissions,
concessions or discounts and, if applicable, underwriting discounts and
commissions, the fees and disbursements of counsel representing such holder, and
transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by such holder pursuant to the Shelf Registration.
2.6. Preparation; Reasonable Investigation. In connection with the
preparation and filing of the Shelf Registration under the Securities Act
pursuant to this Agreement, the Company will give the holders of Registrable
Securities registered under such Shelf Registration, the underwriters, if any,
and their respective counsel and accountants, the opportunity to participate in
the preparation of such Shelf Registration and each prospectus included therein
or filed with the Commission, and will give each of them such access to its
books and records and such opportunities to discuss the business of the Company
with its officers and the independent public accountants who have certified its
financial statements as shall be necessary, in the opinion of such holders' and
such underwriters' respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act; provided that the participation of the
accountants selected by the holders of Registrable Securities shall be limited
to a review of specified accounting issues of interest to such holders.
2.7. Indemnification. (a) Indemnification by the Company. In the event
of any registration of any securities of the Company under the Securities Act
pursuant to this Agreement, the Company will, and hereby does, indemnify and
hold harmless each seller of any Registrable Securities covered by the Shelf
Registration filed pursuant to Section 2.1 hereof, each other Person, if any,
who controls such seller within the meaning of Section 15 of the Securities Act,
each broker or dealer acting on behalf of such seller and each such seller's
directors, officers, partners, shareholders and employees (the seller, its
directors and officers and each such other Person is individually a "SELLER
INDEMNITEE"), against any losses, claims, damages or liabilities, joint or
several, to which such Seller Indemnitee may become subject under the Securities
Act or otherwise, including without limitation, the reasonable fees and expenses
of legal counsel, insofar as such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
such Shelf Registration, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, and the Company will
reimburse, as from time to time incurred, each Seller Indemnitee for any legal
or any other expenses reasonably incurred by such Seller Indemnitee in
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connection with investigating or defending any such loss, claim, liability,
action or proceeding; provided that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such Shelf Registration, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company specifically for
use therein and, provided further that the Company shall not be liable to any
Person who participates as an underwriter, in the offering or sale of
Registrable Securities or any other Person, if any, who controls such
underwriters within the meaning of the Securities Act, in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of such Person's failure to send or give
a copy of the final prospectus, as the same may be then supplemented or amended,
to the Person asserting an untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation of the sale
of Registrable Securities to such Person if such statement or omission was
corrected in such final prospectus. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of a seller or
its respective Seller Indemnitees and shall survive the transfer of such
securities by such Seller Indemnitee. This indemnity agreement is in addition to
any liability that the Company may otherwise have.
(b) Indemnification by the Sellers. In the event of any registration of
any Registrable Securities pursuant to Section 2.1 hereof, each holder of
Registrable Securities covered by such Shelf Registration severally, but not
jointly, will indemnify and hold harmless (in the same manner and to the same
extent as set forth in Subsection (a) of this Section 2.7) the Company, each
director of the Company, each officer of the Company and each other Person, if
any, who controls the Company within the meaning of Section 15 of the Securities
Act, with respect to any statement or alleged statement in or omission or
alleged omission from such Shelf Registration, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, if such statement or alleged statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such holder for use therein. No holder
of Registrable Securities shall be required by this Subsection (b) to pay an
amount in excess of the amount by which the total net proceeds (before deducting
expenses) received by such holder upon the sale of Registrable Securities
included in such registration exceeds the total purchase price paid to the
Company for the Securities attributable to such Registrable Securities. This
indemnity agreement is in addition
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to any liability that such holder of Registrable Securities may otherwise have.
(c) Notices of Claims, etc. Promptly after receipt by an indemnified
party of notice of the commencement of any action or proceeding involving a
claim referred to in the preceding Subsections of this Section 2.7, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of
such action, provided that the failure of any indemnified party to give notice
as provided herein shall not relieve the indemnifying party of its obligations
under the preceding Subsections of this Section 2.7, except to the extent that
the indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an indemnified party, unless in the
reasonable judgment of such indemnified party's counsel a conflict of interest
between such indemnified party and indemnifying parties may exist in respect of
such claim, the indemnifying party shall be entitled to participate in and to
assume the defense thereof, jointly with any other indemnifying party similarly
notified to the extent that it may wish, with counsel reasonably satisfactory to
such indemnified party. After notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. An indemnifying
party who is not entitled to assume the defense of a claim will not be obligated
to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of such indemnified party's counsel a conflict of interest
may exist between such indemnified party and any other of such indemnified
parties with respect to such claim (in which case such indemnified parties may
have separate counsel). No indemnifying party shall, without the consent of the
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. No indemnified party shall, without the
consent of the indemnifying party, consent to the entry of any judgment or enter
into any settlement without the consent of the indemnifying party (which consent
will not be unreasonably withheld).
(d) Indemnification Payments. The indemnification required by this
Section 2.7 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.
2.8. Adjustments Affecting Registrable Securities. The Company will not
effect or permit to occur any combination or
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subdivision of shares which at the time effected or permitted in the Company's
good faith opinion would adversely affect the ability of the holders of
Registrable Securities to include such Registrable Securities in any
registration of its securities contemplated by this Section 2 or the
marketability of such Registrable Securities under any such registration.
3. Definitions. As used herein, unless the context otherwise requires,
the following terms have the following respective meanings:
As Converted Basis: As defined in the Purchase Agreements.
Board of Directors: As defined in the Purchase Agreements.
Business Day: As defined in the Purchase Agreements.
Commission: The Securities and Exchange Commission and any successor
agency of the United States federal government having similar powers.
Common Stock: The Class A Common Stock, par value $.01 per share, of
the Company.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Person: As defined in the Purchase Agreements.
Purchase Agreements: As defined in Section 1.
Purchasers: The purchasers of Securities under the Purchase Agreements
and their successors and assigns, including all subsequent holders from time to
time of Securities.
Registrable Securities: (a) Any shares of Common Stock issued or
issuable upon conversion of Securities and (b) any securities issued or issuable
with respect to any such Securities or Common Stock by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization or otherwise. As to any particular
Registrable Securities, once issued such securities shall cease to be
Registrable Securities when (a) the Shelf Registration with respect to the sale
of such securities shall have become effective under the Securities Act and such
securities shall have been disposed of in accordance with such Shelf
Registration, (b) they shall have been distributed to the public pursuant to
Rule 144 (or any successor provision) under the Securities Act, (c) they shall
have been otherwise transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and
subsequent disposition of them shall not require
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registration or qualification of them under the Securities Act or any similar
state law then in force, or (d) they shall have ceased to be outstanding.
Registration Expenses: All expenses incident to the Company's
performance of or compliance with Section 2, including without limitation all
registration and filing fees, all fees of the National Association of Securities
Dealers, Inc., all fees and expenses of complying with securities or blue sky
laws, all word processing, duplicating and printing expenses, messenger and
delivery expenses, the reasonable fees and disbursements of counsel for the
Company and of its independent public accountants, including the expenses of any
special audits or "comfort" letters required by or incident to such performance
and compliance, premiums and other costs of policies of insurance obtained by
the Company against liabilities arising out of the public offering of the
Registrable Securities being registered and any fees and disbursements of
underwriters customarily paid by issuers or sellers of securities, but excluding
underwriting discounts and commissions and transfer taxes, if any, and any
expenses not permitted by law to be paid to by Company, provided that, in any
case where Registration Expenses are not to be borne by the Company, such
expenses shall not include salaries of Company personnel or general overhead
expenses of the Company, auditing fees, premiums or other expenses relating to
liability insurance required by underwriters of the Company or other expenses
for the preparation of financial statements or other data normally prepared by
the Company in the ordinary course of its business or which the Company would
have incurred in any event.
Rule 144: As defined in Section 4.
Securities: As defined in Section 1.
Securities Act: The Securities Act of 1933, as amended. Shelf
Registration: As defined in Section 2.1.
Target Date: June 30, 1997.
Termination Date: The third anniversary of the Closing Date or such
earlier date as of which the Securities shall be paid in full prior to
conversion or shall no longer constitute restricted securities under Rule 144 of
the Securities Act or all the Registrable Securities covered by the Shelf
Registration have been sold pursuant to the Shelf Registration.
4. Rule 144 and Rule 144A. The Company shall take all actions
reasonably necessary to enable holders of Registrable Securities to sell such
securities 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 ("RULE 144"), (b) Rule 144A under the
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Securities Act, as such Rule may be amended from time to time, or (c) any
similar rules or regulations hereafter adopted by the Commission, including,
without limiting the generality of the foregoing, filing on a timely basis all
reports required to be filed by the Exchange Act. Upon the reasonable request of
any holder of Registrable Securities, the Company will deliver to such holder a
written statement as to whether it has complied with such requirements.
5. Amendments and Waivers. This Agreement may be amended and the
Company may take any action herein prohibited or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent to such amendment, action or omission to act, of (a) the holder
or holders of at least 66 2/3% of the Registrable Securities if at such time the
original purchasers of the Securities under the Purchase Agreements and their
respective affiliates in the aggregate hold at least 66 2/3% of all Registrable
Securities, and (b) otherwise the holder or holders of a majority of the
Registrable Securities. Each holder of Securities or Registrable Securities at
the time or thereafter outstanding shall be bound by any consent authorized by
this Section 5, whether or not such Securities or Registrable Securities shall
have been marked to indicate such consent.
6. Nominees for Beneficial Owners. In the event that any Securities or
Registrable Securities are held by a nominee for the beneficial owner thereof,
the beneficial owner thereof may, at its election and by prior written notice to
the Company, be treated as the holder of such Securities or Registrable
Securities for purposes of any request or other action by any holder or holders
of Securities or Registrable Securities pursuant to this Agreement or any
determination of any number or percentage of shares of Registrable Securities
held (directly or on an As Converted Basis) by any holder or holders of
Registrable Securities contemplated by this Agreement.
7. Notices. All notices and other communications provided for hereunder
shall be in writing and shall be sent by confirmed facsimile transmission (hard
copy to be sent on the date of such transmission) or delivered by hand or sent
by a reputable overnight courier service prepaid (with confirmation of receipt)
and (a) if addressed to a party other than the Company, addressed to such party
in the manner set forth in the Purchase Agreements, or at such other address as
such party shall have furnished to the Company in writing, or (b) if addressed
to any other holder of Registrable Securities at the address that such holder
shall have furnished to the Company in writing, or, until any such other holder
so furnishes to the Company an address, then to and at the address of the last
holder of such Registrable Securities who has furnished an address to the
Company, or (c) if addressed to the Company, at 000 Xxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx Xxxxx, Xxxxxxx 00000, to the attention of Xxxxxxx Xxxxxx, or at such
other address as the Company shall have furnished to each
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holder of Registrable Securities at the time outstanding. Notices and other
communications hereunder shall be deemed to have been duly given if sent as
aforesaid.
8. Assignment. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and assigns. In addition, and whether or not any express assignment
shall have been made, the provisions of this Agreement which are for the benefit
of the parties hereto other than the Company shall also be for the benefit of
and enforceable by any subsequent holder of any Securities or Registrable
Securities, subject to the provisions respecting the minimum numbers or
percentages of shares of Registrable Securities required in order to be entitled
to certain rights, or take certain actions, contained herein.
9. Holdback Agreements. Notwithstanding anything in this Agreement to
the contrary, the Company may prohibit offers and sales of Registrable
Securities pursuant to the Shelf Registration at any time if
(a)(i) it is in possession of material non-public information,
(ii) the Board of Directors of the Company determines in good faith
that disclosure of such material non-public information would not be in
the best interests of the Company and its stockholders and (iii) the
Board of Directors of the Company or the Chief Executive Officer or the
Chief Financial Officer of the Company determines (based on advice of
counsel) that such prohibition is necessary in order to avoid a
requirement to disclose such material non-public information; or
(b) the Company has made a public announcement relating to an
acquisition or business combination transaction including the Company
and/or one or more of its Subsidiaries (i) that is material to the
Company and its Subsidiaries taken as a whole (and for such purpose no
transaction shall be deemed material unless, on a pro forma basis and
after giving effect thereto, consolidated assets or consolidated
revenues of the Company and its Subsidiaries as of the end of or for
the most recently completed fiscal year would be increased by at least
10%) and (ii) the Board of Directors of the Company or the Chief
Executive Officer or the Chief Financial Officer of the Company
determines in good faith that offers and sales of Registrable
Securities pursuant to the Shelf Registration prior to the consummation
of such transaction (or such earlier date as the Board of Directors or
the Chief Executive Officer or the Chief Financial Officer of the
Company shall determine) is not in the best interests of the Company
and its stockholders,
provided that during any period of prohibition neither the Company nor any other
Person to whom the Company shall have given registration rights with respect to
shares of Common Stock shall
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be entitled to make offers and sales of Common Stock pursuant to a registration
statement filed under the Securities Act, other than pursuant to an employee
stock purchase plan, stock option or other employee benefit plan or a dividend
re-investment plan of the Company (each period during which any prohibition of
offers and sales of Registrable Securities pursuant to the Shelf Registration is
in effect pursuant to clause (a) or (b) of this Section 9 is referred to herein
as a "SUSPENSION PERIOD").
A Suspension Period shall commence on and include the date on which the
Company provides written notice to holders of Registrable Securities covered by
the Shelf Registration that offers and sales of Registrable Securities cannot be
made thereunder in accordance with this Section 9 and shall end on the date on
which each holder of Registrable Securities covered by the Shelf Registration
either receives copies of a prospectus supplement, as contemplated by Section
2.2(b), or is advised in writing by the Company that offers and sales of
Registrable Securities pursuant to the Shelf Registration and use of the
prospectus may be resumed, provided, however, that all Suspension Periods
pursuant to clause (a) of this Section 9 in the aggregate shall not exceed 60
days during any period of twelve consecutive calendar months (nor more than 20
consecutive days for any one Suspension Period) and each Suspension Period shall
be followed by at least ten Business Days during which no Suspension Period is
in effect.
10. No Inconsistent Agreements. The Company will not hereafter enter
into any agreement with respect to its securities which is inconsistent with the
rights granted to the holders of Registrable Securities in this Agreement.
11. Remedies. Each holder of Registrable Securities, in addition to
being entitled to exercise all rights granted by law, including recovery of
damages, will be entitled to specific performance of its rights hereunder. The
Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agrees to waive the defense in any action for specific performance
that a remedy at law would be adequate.
12. Headings. The headings of this Agreement are for convenience of
reference only and shall not limit or otherwise affect any of the terms hereof.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
taken together shall constitute one and the same instrument.
