EXHIBIT 10.3
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement"), dated as of November
4, 1998, by and among Consolidated Graphics, Inc., a Texas corporation (the
"Company"), A. Xxxxxxx Xxxxxxxx, Xx., Xxxxx X. Xxxxxxxx and Marriott Winchester,
Jr.
W I T N E S S E T H :
WHEREAS, it is a condition to the consummation of the transactions
contemplated by that certain Agreement and Plan of Reorganization by and among
the Company, Graphtec Acquisition, Inc., a Maryland corporation ("Newco"),
Graphic Technology of Maryland, Inc., a Maryland corporation, A. Xxxxxxx
Xxxxxxxx, Xx., Xxxxx X. Xxxx, Xxxxx X. Xxxxxxxx and Marriott Winchester, Jr.
dated of even date herewith (the "Merger Agreement") that this Agreement be
executed and delivered by the Company to the undersigned Holders.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Holders agree as follows:
Section 1. DEFINITIONS. As used in this Agreement, the following terms
have the meanings indicated below:
AGENT shall mean any Person acting for or on behalf of a Holder of
Registrable Securities with respect to the holding or sale of such Registrable
Securities.
AGREEMENT shall mean this Registration Rights Agreement.
BUSINESS DAY shall mean any day other than a Saturday, Sunday, or a day on
which the New York Stock Exchange is not open for business.
COMMISSION shall mean the Securities and Exchange Commission.
COMMON STOCK shall mean the Company's common stock, par value $.01 per
share, or any successor class of the Company's common stock.
COMPANY shall mean Consolidated Graphics, Inc.
EFFECTIVE DATE shall mean November 4, 1998.
EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as amended.
HOLDER OR HOLDERS shall mean A. Xxxxxxx Xxxxxxxx, Xx. ("Xxxxxxxx"), Xxxxx
X. Xxxxxxxx ("Xxxxxxxx"), Marriott Winchester, Jr. ("Winchester") and any
Permitted Transferee who is a holder of Registrable Securities.
- 1 -
INSPECTORS shall mean the Holders of Registrable Securities, any
underwriter participating in any disposition of Registrable Securities pursuant
to the Required Registration and any attorney, accountant or other agent
retained by such Holders or underwriter.
LIABILITIES shall mean all losses, claims, damages, liabilities, whether
joint or several, and expenses (including, but not limited to, reasonable costs
of investigation, expert witness, appraisal and other professional fees) and any
amounts paid in any settlement effected with the Company's consent.
NEW COMMON STOCK shall mean the shares of Common Stock of the Company to
be acquired by the Holders pursuant to the Merger Agreement.
PERMITTED TRANSFEREE shall mean any broker, dealer or affiliate thereof to
whom Xxxxxxxx, Rosquist and/or Winchester transfer, prior to the date upon which
the registration statement for the Required Registration is filed, any shares of
the New Common Stock pursuant to a Hedge Transaction described in Section 16
hereof.
PERSON shall mean any individual, corporation, limited liability company,
partnership (general or limited), joint venture, association, joint-stock
company, trust, unincorporated organization or government or a political
subdivision, agency or instrumentality thereof or other entity or organization
of any kind.
RECORDS shall mean all financial and other records, pertinent corporate
documents and properties of the Company.
REGISTRABLE SECURITIES shall mean the New Common Stock and the Related
Securities for so long as such New Common Stock and/or Related Securities are
held by the Holders until such time as the New Common Stock and the Related
Securities have been (i) sold to the public pursuant to a registration statement
covering such securities that has been declared effective under the Securities
Act, or (ii) sold to the public in accordance with the provisions of Rule 144
(or any similar provision then in force) under the Securities Act.
REGISTRATION EXPENSES shall mean all expenses incident to the Company's
performance of or compliance with the Required Registration pursuant to this
Agreement, including without limitation all Commission and securities exchange
or National Association of Securities Dealers, Inc. registration and filing
fees, fees and expenses of compliance with securities or blue sky laws
(including fees and disbursements of the Company's counsel in connection with
blue sky qualifications of the Registrable Securities), rating agency fees,
printing expenses (including the printing of prospectuses), messenger and
delivery expenses, internal expenses (including salaries and expenses of its
officers and employees performing legal or accounting duties), the fees and
expenses incurred in connection with the listing of the Registrable Securities
to be registered on each securities exchange on which similar securities issued
by the Company are then listed and fees and disbursements of counsel for the
Company and its independent certified public accountants, the fees and expenses
of any special experts retained by the Company in connection
- 2 -
with such registration, underwriting fees, discounts or commissions attributable
to the sale of Registrable Securities and all out-of-pocket expenses of the
Holders of Registrable Securities (including, without limitation, the fees and
disbursements of Holders' counsel) arising out of or in connection with the
Required Registration.
RELATED ACQUISITIONS shall mean the three (3) transactions contemplated by
those three (3) certain letters of intent dated July 29, 1998 between the
Company and (i) Xxxxxxx Xxxxx, et al, (ii) XxXxx Communications, Inc., and (iii)
Xxxx X. Xxxxxxx, et al.
RELATED SECURITIES shall mean any securities issued in exchange for (or
upon the conversion or exercise of any convertible security, warrant or stock
option), as a dividend on or in replacement of, or otherwise issued in respect
of, or in replacement for (including securities issued in a stock dividend,
split or recombination or pursuant to the exercise of preemptive rights), the
New Common Stock.
REQUIRED REGISTRATION shall mean the registration with the Commission and
all applicable state securities agencies pursuant to Section 2 hereof of the
offer and sale of the Registrable Securities under and in accordance with the
provisions of the Securities Act and as set forth in Section 2 of this
Agreement.
SECURITIES ACT shall mean the Securities Act of 1933, as amended.
Section 2. REQUIRED REGISTRATION.
a. Subject to the terms and conditions contained in this Agreement, the
Company shall file with the Commission a registration statement on Form S-3
under Rule 415 of the Securities Act covering the offer and sale of all of the
Registrable
Securities held by the Holders under and in accordance with the provisions of
the Securities Act.
b. The Company shall file a registration statement for the offer and sale
of the Registrable Securities on or before the sooner to occur of (i) thirty
(30) calendar days following the Effective Date, or (ii) five (5) calendar days
following the last closing date of the Related Acquisitions; provided, however,
that if each of the Related Acquisitions has closed and the registration
statement(s) covering the resale of the Common Stock issued in connection
therewith has been declared effective prior to the Effective Date, this clause
(ii) shall no longer be effective and the filing of the registration statement
by the Company shall occur no later than thirty (30) days following the
Effective Date.
c. If the Required Registration is an underwritten offering, the Holder(s)
of a majority of the Registrable Securities to be included in the Required
Registration will select a managing underwriter or underwriters to administer
the offering. Such managing underwriter or underwriters shall be acceptable to
the Company, and such acceptance will not be unreasonably withheld or delayed.
- 3 -
Section 3. RESTRICTIONS ON PUBLIC SALE BY HOLDERS OF REGISTRABLE
SECURITIES. To the extent not inconsistent with applicable law, each Holder of
Registrable Securities that are included in a registration statement pursuant to
this Agreement agrees not to effect any public sale or distribution of the issue
being registered (or any securities of the Company convertible into or
exchangeable or exercisable for securities of the same type as the issue being
registered) during the 14 days before, and during the 90-day period beginning
on, the effective date of a registration statement filed by the Company (except
as part of such registration), but only if and to the extent requested in
writing (with reasonable prior notice) by the managing underwriter or
underwriters in the case of an underwritten public offering by the Company of
securities of the same type as the Registrable Securities; provided, however,
that the period of time for which the Company is required to keep such
registration statement which includes Registrable Securities continuously
effective shall be increased by a period equal to such requested holdback
period.
Section 4. COOPERATION BY HOLDERS. The offering of Registrable Securities
by any Holder shall comply in all material respects with the applicable terms,
provisions and requirements set forth in this Agreement, and such Holders shall
timely provide the Company with all information and materials required to be
included in a registration statement and that relate to the offering of the
Registrable Securities of such Holder, and to take all such action as may be
reasonably required in order not to delay the registration and offering of the
securities by the Company. The Company shall have no obligation to include in
such registration statement shares of a Holder who has failed to furnish such
information which, in the written opinion of counsel to the Company, is required
in order for the registration statement to be in compliance with the Securities
Act. If a Holder of Registrable Securities to be included in the Required
Registration shall fail to furnish such information and as a result thereof, (i)
such Holder's Registrable Securities are not included in the registration
statement at the time it becomes effective, or (ii) such Required Registration
shall not become effective under the Securities Act then, in either such event,
such Holder shall have no further rights under this Agreement to require the
registration of such Holder's Registrable Securities nor shall such Holder have
any right to request inclusion of the Holder's Registrable Securities in a
future registration with respect to the Company's Common Stock.
Section 5. REGISTRATION PROCEEDINGS. In connection with the Required
Registration, the Company will act as expeditiously as possible to:
a. prepare and file with the Commission and all applicable state
securities agencies a registration statement within the applicable period
provided in Section 2 which includes the Registrable Securities and use
commercially reasonable efforts to cause such registration statement to become
effective as soon as practicable; provided, however, that before filing a
registration statement or prospectus or any amendments or supplements thereto,
including documents incorporated by reference after the initial filing of the
registration statement, the Company will furnish to the Holders of the
Registrable Securities covered by such registration statement and the
underwriters, if any, draft copies of all such documents proposed to be filed at
least three (3) Business Days prior thereto, which documents will be subject to
the reasonable review of the Holders and underwriters, if any, and the Company
will not file any registration statement or amendment thereto or any prospectus
or any supplement thereto (including such documents
- 4 -
incorporated by reference) to which the Holders of a majority of the Registrable
Securities covered by such registration statement or the underwriters, if any,
with respect to such Registrable Securities, if any, shall reasonably object,
and will notify each Holder of the Registrable Securities of any stop order
issued or threatened by the Commission and any applicable state securities
agencies in connection therewith and take all reasonable actions required to
prevent the entry of such stop order or to remove it if entered;
b. prepare and file with the Commission and any applicable state
securities agencies such amendments and post-effective amendments to the
registration statement as may be necessary to keep the registration statement
effective for such period until the initial Holder(s) of such Registrable
Securities can distribute such Registrable Securities without regard to the
volume limitations contained in Rule 144(d) under the Securities Act or such
shorter period which will terminate when all Registrable Securities covered by
such registration statement have been sold or withdrawn, but not before the
expiration of the 90-day period referred to in Section 4(3) of the Securities
Act and Rule 174 thereunder, if applicable; cause the prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 under the Securities Act; and comply with the
provisions of the Securities Act and all applicable state securities laws
applicable to it with respect to the disposition of all securities covered by
such registration statement during the applicable period in accordance with the
intended methods of disposition by the sellers thereof set forth in such
registration statement or supplement to the prospectus;
c. furnish to any Holder of Registrable Securities included in such
registration statement and the underwriter or underwriters, if any, without
charge, such number of conformed copies of the registration statement and any
post-effective amendment thereto (including exhibits) and such number of copies
of the prospectus (including each preliminary prospectus) and any amendments or
supplements thereto, and any documents incorporated by reference therein, as
such Holder or underwriter may reasonably request in order to facilitate the
disposition of the Registrable Securities being sold by such Holder (it being
understood that the Company consents to the use of the prospectus and any
amendment or supplement thereto, provided by the Company to each Holder of
Registrable Securities covered by the registration statement and the underwriter
or underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by the prospectus or any amendment or supplement
thereto);
d. notify each Holder of Registrable Securities included in such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, when the Company becomes
aware of the happening of any event as a result of which the prospectus included
in such registration statement (as then in effect) contains any untrue statement
of a material fact or omits to state a material fact necessary to make the
statements therein (in the case of the prospectus or any preliminary prospectus,
in light of the circumstances under which they were made) not misleading and, as
promptly as practicable thereafter, prepare and file with the Commission and all
applicable state securities agencies and furnish a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus will not contain any untrue statement of
a material fact or omit to state a material
- 5 -
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading;
e. use commercially reasonable efforts to cause all Registrable Securities
included in such registration statement to be listed, by the date of the first
sale of Registrable Securities pursuant to such registration statement, on each
securities exchange (including, for this purpose, The New York Stock Exchange)
on which the Common Stock of the Company is then listed or proposed to be
listed, if any;
f. make generally available to its security holders an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act no later than
45 days after the end of the twelve-month period beginning with the first day of
the Company's first fiscal quarter commencing after the effective date of the
registration statement, which earnings statement shall cover said twelve-month
period, which requirement will be deemed to be satisfied if the Company timely
files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the
Exchange Act and otherwise complies with Rule 158 under the Securities Act as
soon as feasible;
g. make every reasonable effort to obtain the withdrawal of any stop
order, or other order suspending the effectiveness of the registration statement
at the earliest possible moment;
h. if reasonably requested by the managing underwriter or underwriters or
any Holder of Registrable Securities covered by the registration statement,
promptly incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or underwriters or such Holder requests
to be included therein, including without limitation, with respect to the number
of Registrable Securities being sold by such Holder to such underwriter or
underwriters, the purchase price being paid therefor by such underwriter or
underwriters and any other terms of the underwritten offering of such
Registrable Securities, and promptly make all required filings of such
prospectus supplement or post-effective amendment;
i. 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 Holder of Registrable Securities covered
by such registration statement;
j. on or before the date on which the registration statement is declared
effective, use commercially reasonable efforts to register or qualify, and
cooperate with the Holders of Registrable Securities included in such
registration statement, the underwriter or underwriters, if any, and their
counsel, in connection with the registration or qualification of the Registrable
Securities covered by the registration statement for offer and sale under the
securities or blue sky laws of each state and other jurisdiction of the United
States as any such Holder or underwriter reasonably requests in writing, to use
reasonable diligence to keep each such registration or qualification effective,
including through new filings, or amendments or renewals, during the period such
registration statement is required to be kept effective and to do any and all
other acts or things necessary or advisable to enable the disposition in all
such jurisdictions of the Registrable Securities covered by the applicable
registration statement; provided, however, that the Company
- 6 -
will not be required to qualify generally to do business in any jurisdiction
where it is not then so qualified or to take any action which would subject it
to general service of process in any such jurisdiction where it is not then so
subject;
k. cooperate with the Holders of Registrable Securities covered by the
registration statement and the managing underwriter or underwriters, if any, to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legends) representing securities to be sold under the registration
statement, and enable such securities to be in such denominations and registered
in such names as the managing underwriter or underwriters, if any, or such
Holders may request, subject to the underwriters' obligation to return to such
Holders any certificates representing securities not sold;
l. use commercially reasonable efforts to cause the Registrable Securities
covered by the registration statement to be registered with or approved by such
other governmental agencies or authorities within the United States as may be
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such securities;
m. deliver to the Holders and their counsel and the managing underwriter
or underwriters, if any, copies of all correspondence related to the offering
between the Commission, the Company and its counsel;
n. make available for inspection by the Inspectors such Records as shall
be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors, and employees to
respond to all reasonable inquiries from, and to supply all Records reasonably
requested by, any such Inspector in connection with such registration statement;
provided, however, that with respect to any Records that are confidential, the
Inspectors shall execute such confidentiality agreements as the Company may
reasonably request in order to maintain the confidentiality of confidential
Records.
Notwithstanding the foregoing provisions of this Section 5, upon expiration of
the period described in subsection b. of this Section 5 during which the Company
is obligated to keep the registration statement effective, the Company shall
have the right to deregister any Registrable Securities which have not been sold
prior to such date. In addition, each Holder acknowledges that there may
occasionally be times when the Company must suspend the use of the prospectus
included in such registration statement until such time as an amendment to the
registration statement has been filed by the Company and declared effective by
the Commission, or until such time as the Company has filed an appropriate
report with the Commission pursuant to the Exchange Act. Each Holder, upon
receipt of any notice from the Company of the happening of any event of the kind
described in subsection d. of this Section 5, will forthwith discontinue
disposition of the Registrable Securities until the Holder's receipt of the
copies of the supplemented or amended prospectus contemplated by the first
sentence of this paragraph, subsection d. of this Section 5, or until it is
advised in writing by the Company that the use of the prospectus may be resumed,
and has received copies of any additional or supplemental filings which are
incorporated by reference in the prospectus, and, if so directed by the Company,
such Holder will, or will request
- 7 -
the managing underwriter or underwriters, if any, to, deliver to the Company (at
the Company's expense) all copies in their possession or control, other than
permanent file copies then in the Holder's possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice. The Company will use commercially reasonable efforts to amend or
supplement as necessary its registration statement to permit the sale of the
Registrable Securities to resume as soon as practicable, but in any event not
later than 90 days after it has given the notice referred to in the preceding
sentence. If the Company shall give any such notice, the time periods mentioned
in subsection b. of this Section 5 and elsewhere herein shall be extended by the
number of days during the period from and including the date of the giving of
such notice 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 the first sentence of this
paragraph, subsection d. of this Section 5 hereof, or the notice that they may
resume use of the prospectus.
Section 6. REFERENCE TO HOLDERS IN REGISTRATION Statement. If such
registration statement refers to any Holder by name or otherwise as the holder
of any securities of the Company, then such Holder shall have the right to
require (i) the insertion therein of language, in form and substance
satisfactory to such Holder, to the effect that the holding by such Holder of
such securities is not to be construed as a recommendation of such Holder of the
investment quality of the Company's securities covered thereby and that such
holding does not imply that such Holder will assist in meeting any future
financial requirements of the Company, or (ii) if such reference to such Holder
by name or otherwise is not required by the Securities Act or any similar
federal statute then in force, the deletion of the reference to such Holder.
Section 7. REQUIRED REGISTRATION EXPENSES. All Registration Expenses
incident to the Company's performance of the Required Registration, pursuant to
this Agreement, except underwriting fees, discounts or commissions attributable
to the sale of Registrable Securities and any out-of-pocket expenses (including,
without limitation, the fees and disbursements of Holders' counsel) of the
Holders of the Registrable Securities, will be borne by the Company.
Section 8. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify
and hold harmless each Holder of Registrable Securities and each Person who
controls such Holder (within the meaning of the Securities Act), and any Agent
or investment advisor thereof against all Liabilities arising out of or based
upon any untrue or alleged untrue statement of material fact contained in any
registration statement, any amendment or supplement thereto, any prospectus or
preliminary prospectus together with the documents incorporated by reference
therein, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as any such Liabilities arise out of or are based
upon any untrue statement or omission with respect to such indemnified Person
furnished in writing to the Company by such indemnified Person expressly for use
therein. In connection with an underwritten offering, the Company will indemnify
the underwriters thereof, 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
- 8 -
such Holder of Registrable Securities or to such other extent as the Company and
such underwriters may agree.
Section 9. INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES. In
connection with any registration statement in which a Holder of Registrable
Securities is participating, each such Holder will furnish to the Company in
writing such information with respect to the name and address of such Holder and
the amount of Registrable Securities held by such Holder and such other
information as the Company shall reasonably request for use in connection with
any such registration statement or prospectus, and agrees to indemnify, to the
extent permitted by law, the Company, its directors and officers, and each
Person who controls the Company (within the meaning of the Securities Act)
against any Liabilities resulting from any untrue statement of a material fact
or any omission of a material fact required to be stated in the registration
statement or prospectus or any amendment thereof or supplement thereto or
necessary to make the statements therein not misleading, to the extent, but only
to the extent, that such untrue statement or omission is based upon any
information with respect to such Holder so furnished in writing by such Holder
specifically for inclusion in any prospectus or registration statement. The
indemnification provided for in this section shall be several, and not joint,
for each Holder, and shall be limited to the net dollar amount received by each
such Holder.
Section 10. CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person entitled to
indemnification hereunder agrees to give prompt written notice to the
indemnifying party after the receipt by such Person of any written notice of the
commencement of any action, suit, proceeding or investigation or threat thereof
made in writing for which such Person may claim indemnification or contribution
pursuant to this Agreement (provided the failure to so notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party so long as the failure to so notify the indemnifying party
does not prejudice the indemnifying party's ability to defend any such action,
suit, investigation, proceeding or claim) and, unless in the written opinion of
counsel for such indemnified party a conflict of interest may exist between such
indemnified party and the indemnifying party with respect to such claim, permit
the indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to such indemnified party. Whether or not such defense
is assumed by the indemnifying party, the indemnifying party will not be subject
to any liability for any settlement made without its consent. No indemnifying
party will 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
of such claim or litigation. If the indemnifying party is not entitled to, or
elects not to, assume the defense of a claim, it will not be obligated to pay
the fees and expenses of more than one counsel with respect to such claim,
unless in the opinion of counsel for any indemnified party a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim, in which event the indemnifying
party shall be obligated to pay the fees and expenses of such additional counsel
or counsels.
Section 11. CONTRIBUTION. If the indemnification provided for in Sections
8 and 9 from the indemnifying party is unavailable or insufficient to hold
harmless to an indemnified party
- 9 -
hereunder in respect of any losses, claims, damages, liabilities, or expenses
(including reasonable costs of investigation) referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities, or expenses (including reasonable
costs of investigation) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and indemnified parties in connection
with the actions or omissions which resulted in such losses, claims, damages,
liabilities, or expenses (including reasonable costs of investigation), as well
as any other relative equitable considerations. 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, untrue statement or omission. The amount paid or payable by a party
as a result of any losses, claims, damages, liabilities, and expenses referred
to above shall be deemed to include, subject to the limitations set forth in
Section 10, any legal or other fees or expenses reasonably incurred by such
party in connection with any investigation or proceeding. The parties hereto
agree that it would not be just and equitable if contribution pursuant to this
Section 11 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in this 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 who was not guilty of such fraudulent
misrepresentation. The obligations of the Company pursuant to Sections 8, 9, 10
and 11 shall be further subject to such additional express agreements of the
Company as may be required to facilitate an underwritten offering, provided,
however, that no such agreement shall in any way limit the rights of the Holders
of Registrable Securities under this Agreement, or create additional obligations
of such Holders not set forth herein, except as otherwise expressly agreed in
writing by such Holders. Notwithstanding anything in this Section 12 to the
contrary, no Holder shall be required to contribute any amount in excess of the
net dollar amount received by such Holder from the sale of the Registrable
Securities.
Section 12. NO OBLIGATION FOR UNDERWRITTEN REGISTRATIONS. Notwithstanding
any statement contained herein to the contrary, or seemingly to the contrary,
the Company is under no obligation to cooperate with the Holders in connection
with any underwritten offering.
Section 13. RULE 144.
a. The Company covenants that it will file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder (or, if the Company is not
required to file such reports, it will, upon the request of any Holder of
Registrable Securities, make publicly available other nonconfidential
information so long as necessary to permit sales under Rule 144 under the
Securities Act).
b. Subject to the conditions of this Section 13, the Company further
covenants that it will take such other action as any Holder of Registrable
Securities may reasonably request, all to the
- 10 -
extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or (ii) any similar rule or regulation
hereafter adopted by the Commission. Upon the 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.
c. The Company covenants that at such time any Holder is permitted to sell
Registrable Securities without registration under the Securities Act within the
limitations of the exemption provided under Rule 144(k) under the Securities
Act, as such Rule may be amended from time to time, the Company shall, upon
request of any such Holder and to the extent the Company is otherwise legally
permitted to do so, remove the restrictive legend set forth on any certificate
evidencing such Holder's Registrable Securities. Any Holder shall only be
permitted to make a single request for the removal of such restrictive legend in
accordance with the foregoing provisions.
d. If at any time any Holder shall seek to transfer any Registrable
Securities other than pursuant to the registration statement filed by the
Company pursuant to Section 2 hereof while the certificates evidencing such
Registrable Securities contain a legend restricting the transfer thereof, such
Holder shall, at such Holder's cost and expense, provide an opinion of counsel
reasonably acceptable to CGX together with such other representations and
requests for transfer as may be reasonably required in connection therewith;
provided, however, that (i) the Company shall provide any opinions required of
the Company in connection with any transfer of the Registrable Securities to a
Permitted Transferee pursuant to clause (i) of Section 16 below, and (ii) if the
registration statement filed by the Company pursuant to Section 2 hereof does
not become effective within 60 days of its filing for any reason other than the
fault of a Holder, the Company shall provide, to the extent practicable,
opinions of counsel as may be reasonably required in connection with any such
transfer of the Registrable Securities.
Section 14. RECAPITALIZATIONS, EXCHANGES, ETC. The provisions of this
Agreement shall apply, to the full extent set forth herein, with respect to the
Registrable Securities, to any and all shares of equity capital of the Company
or any successor or assign of the Company (whether by merger, consolidation,
sale of assets, or otherwise) which may be issued in respect of, in exchange
for, or in substitution of the Registrable Securities, in each case as the
amounts of such securities outstanding are appropriately adjusted for any equity
dividends, splits, reverse splits, combinations, recapitalizations, and the like
occurring after the date of this Agreement.
Section 15. OPINIONS. When any legal opinion is required to be delivered
hereunder, such opinion may contain such qualifications as may be customary or
otherwise appropriate for legal opinions in similar circumstances.
Section 16. COMPANY TRADING POLICIES. Each Holder executing this Agreement
acknowledges and agrees that any transactions involving the Registrable
Securities and other Common Stock of the Company (including, without limitation,
any purchase, sale, exchange, short
- 11 -
sales, options, puts and calls and other transactions involving the Common Stock
or derivatives thereof) are subject to the Company's xxxxxxx xxxxxxx policy (the
"Trading Policy") as of the date hereof (a copy of which is attached) while such
Holder is an officer, director or employee of Graphic Technology of Maryland,
Inc. (f/k/a Graphtec Acquisition Co.), or any affiliate thereof including,
without limitation, the Company and its subsidiaries. Notwithstanding the
foregoing, (i) the Company hereby consents to the following actions: (A) the
Holders executing this Agreement may, subject to applicable securities laws and
at any time prior to the filing of the registration statement for the Required
Registration, transfer shares of the Registrable Securities to any broker,
dealer, or affiliate thereof in connection with a hedge, private collar or other
similar transaction (a "Hedge Transaction"), and (B) the Holders executing this
Agreement may, subject to applicable securities laws and during the period
commencing on the date hereof and expiring on the date which is 30 days
following the Effective Date, enter into a Hedge Transaction with any such
broker, dealer or affiliate thereof; and (ii) the Holder shall not be required
to obtain prior clearance from the Company under Section IV of the Trading
Policy with respect to any sale of the Registrable Securities under an effective
registration statement for the Required Registration during such times as the
Holder, having not received any notice from the Company of the happening of any
event of the kind described in subsection d. of Section 5 hereof, is permitted
to use the prospectus included in such registration statement; provided,
however, that the Holder shall continue to be subject to all other terms and
provisions of the Trading Policy including, without limitation, the obligation
under Section IV thereof to provide to the Secretary of the Company a signed
statement setting forth the information and representations regarding the
proposed sale as required under such Section IV.
Section 17. NOTICES. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
IF TO COMPANY, TO: Consolidated Graphics, Inc.
0000 Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxx X. Xxxxx,
Chief Executive Officer
WITH A COPY TO: R. Xxxxx Xxxxxx, Xx.
Xxxxxxxx Xxxxxxxx & Xxxxxx, P.C.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
IF TO HOLDER: A. Xxxxxxx Xxxxxxxx, Xx.
00000 XxXxx Xxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
IF TO HOLDER: Xxxxx X. Xxxxxxxx
- 12 -
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
IF TO HOLDER: Marriott Winchester, Jr.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
WITH A COPY TO: Xxxxx X. Xxxxxx
McGuire, Woods, Battle & Xxxxxx, L.L.P.
The Army and Navy Club Building
0000 Xxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
IF TO ANY PERSON OTHER THAN HOLDER:
to the address of such Person on the records of the transfer agent of the
Company as of the date prior to the date of any notice by the Company or
to such other address as any party may furnish to the others in writing in
accordance herewith, except that notices of changes of address shall be
effective only upon receipt, and that failure to copy legal counsel shall
not invalidate notices otherwise properly given.
Section 18. APPLICABLE LAW. This Agreement and all rights and obligations
hereunder, including matters of construction, validity and performance, shall be
governed by the laws of the State of Maryland, without giving effect to the
principles of conflicts of laws thereof.
Section 19. AMENDMENT AND WAIVER. This Agreement may be amended, and the
provisions hereof may be waived, only by a written instrument signed by (i) the
Holders of a majority of the Registrable Securities and (ii) the Company. No
failure by either party hereto at any time to give notice of any breach by the
other party of, or to require compliance with, any condition or provision of
this Agreement shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
Section 20. REMEDY FOR BREACH OF CONTRACT. The parties agree that if there
is any breach or asserted breach of the terms, covenants, or conditions of this
Agreement, the remedy of the parties hereto shall be at law and in equity and
injunctive relief shall lie for the enforcement of or relief from any provisions
of this Agreement. If any remedy or relief is sought and obtained by any party
against one of the other parties pursuant to this Section 20, the other party
shall, in addition to the remedy of relief so obtained, be liable to the party
seeking such remedy or relief for the reasonable expenses incurred by such party
in successfully obtaining such remedy or relief, including the reasonable fees
and expenses of such party's counsel and experts.
Section 21. SEVERABILITY. It is a desire and intent of the parties that
the terms, provisions, covenants, and remedies contained in this Agreement shall
be enforceable to the fullest extent
- 13 -
permitted by law. If any such term, provision, covenant, or remedy of this
Agreement or the application thereof to any Person or circumstances shall, to
any extent, be construed to be invalid or unenforceable, in whole or in part,
then such term, provision, covenant, or remedy shall be construed in a manner so
as to permit its enforceability under the applicable law to the fullest extent
permitted by law. In any case, the remaining provisions of this Agreement, or
the application thereof to any Person or circumstances other than those to which
they have been held invalid or unenforceable, shall remain in full force and
effect.
Section 22. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.
Section 23. HEADINGS. The section and paragraph headings have been
inserted for purposes of convenience of reference only and shall not be used for
interpretive purposes.
Section 24. BINDING EFFECT. Unless otherwise provided herein, the
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, legal representatives,
successors, and permitted assigns, and is not intended to confer upon any other
Person any right or remedies hereunder; provided, however, that except for an
assignment of a Holder's rights hereunder to a Permitted Transferee, no Holder
who is a natural person may make an INTER-VIVOS transfer or assignment and no
other Holder may make any transfer or assignment of any rights under this
Agreement.
Section 25. ENTIRE AGREEMENT. This Agreement, together with the other
agreements referenced herein, constitutes the entire agreement and supersedes
all prior agreements, understandings, both written and oral, among the parties
with respect to the subject matter hereof.
Section 26. INFORMATION. So long as the Holders own Registrable
Securities, the Holders agree to use commercially reasonable efforts deliver to
the Company, upon request, such information about the Holders and the Holders'
holdings of Registrable Securities as the Company may reasonably request as is
necessary to permit the Company to prepare and file its annual report on Form
10-K and its proxy statements under the Exchange Act and any filings under the
Securities Act. The Holders further agree to report to the Company any sale or
disposition of any kind relating to the Holders' Registrable Securities.
- 14 -
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CONSOLIDATED GRAPHICS, INC.
By:/s/G. XXXXXXXXXXX XXXXXXXX
G. Xxxxxxxxxxx Xxxxxxxx,
Executive Vice President -
Mergers and Acquisitions
/s/A. XXXXXXX XXXXXXXX, XX.
A. Xxxxxxx Xxxxxxxx, Xx.
/s/XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx
/s/MARRIOTT WINCHESTER, JR.
Marriott Winchester, Jr.
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
- 15 -
