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EXHIBIT 10(v)
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and
entered into as of June 30, 1997 by and between TEAM, INC., a Texas
corporation (the "Company"), and XXXXXXXXX INTERNATIONAL, INC., a Michigan
corporation (the "Holder"). The Company and Holder are referred to
collectively herein as the "Parties."
In consideration of the mutual covenants and promises stated in this
Agreement, the Company and Holder agree as follows:
1. Certain Definitions. As used in this Agreement:
(a) "Alliance Agreement" means this certain Alliance
Agreement, by and between Team Industrial Services, Inc., a Texas corporation
and wholly-owned subsidiary of the Company, and Holder, dated June 30, 1997.
(b) "Common Stock" means the Common Stock, $0.30 par value, of
the Company.
(c) "Exchange Act" means the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.
(d) "Holder" means the undersigned or any other Person to
which or whom Registrable Shares or rights to issuance of Registrable Shares
have been assigned or transferred, in accordance with this Agreement.
(e) "Person" means an individual, a partnership, a
corporation, an association, a joint stock company, a trust, a joint venture,
an unincorporated organization, or a governmental entity (or a department,
agency, or political subdivision thereof).
(f) "Register," "Registered" and "Registration" mean a
registration effected by preparing and filing a Registration Statement in
compliance with the Securities Act and a declaration or ordering of
effectiveness of such Registration Statement.
(g) "Registrable Shares" means the shares of Common Stock
acquired by Holder pursuant to the Stock Purchase Agreement and all securities
of the Company issued in replacement of such shares of Common Stock.
(h) "Registration Statement" means any registration statement
of the Company which covers any of the Registrable Shares pursuant to the
provisions of this
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Agreement, including the prospectus, amendments and supplements to such
Registration Statement (including post-effective amendments), all exhibits and
all material incorporated by reference in such Registration Statement. All
Registration Statements hereunder shall be filed on Form S-3 or another
available form if Form S-3 is unavailable.
(i) "SEC" means the Securities and Exchange Commission or any
successor thereof.
(j) "Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.
(k) "Standstill and Voting Agreement" means that certain
Standstill and Voting Agreement, by and between the Company and Holder, of even
date herewith, pursuant to which Holder has granted to the Company a right of
first refusal (i) to acquire shares of Common Stock that the Holder has
acquired pursuant to the Stock Purchase Agreement, and (ii) to acquire
additional shares of Common Stock that the Holder may acquire in the future, in
accordance with the terms and conditions contained in the Standstill and Voting
Agreement.
(l) "Stock Purchase Agreement" means that certain Stock
Purchase Agreement, by and between the Company and Holder, of even date
herewith, pursuant to which Holder has acquired shares of Common Stock, as more
particularly described therein
2. Demand Registration Rights.
(a) At any time beginning six months after Team Industrial
Services, Inc. has terminated the Alliance Agreement, Holder may request by
written notice that the Company register under the Securities Act all or any
portion of the Registrable Shares held by Holder for sale.
(b) After the first anniversary of this Agreement, Holder may
request by written notice that the Company register under the Securities Act up
to 50% of the Registrable Shares held by Holder for sale.
(c) After the second anniversary of this Agreement, Holder may
request by written notice that the Company register under the Securities Act up
to 100% of the Registrable Shares held by Holder for sale.
(d) Notwithstanding anything to the contrary contained herein,
no request may be made under this Section 2 within 180 days after the effective
date of a Registration Statement filed by the Company covering a firm
commitment underwritten public offering
Registration Rights Agreement/Page 2
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in which Holder of Registrable Shares would have been entitled to join pursuant
to Section 3 hereof.
(e) Following receipt of any notice under this Section 2, the
Company shall use its commercially reasonable efforts to file, as expeditiously
as reasonably possible (but in no event later than 45 days after receipt of any
notice under this Section 2), a Registration Statement under the Securities Act
for sale in an underwritten public offering by a managing underwriter (chosen
by Holder and reasonably acceptable to the Company) under an underwriting
agreement consented to by the Company and Holder, which consent shall not be
unreasonably withheld by the Company, the number of Registrable Shares
specified in such notice. The Company shall be obligated to register
Registrable Shares pursuant to Section 2 on two occasions only during each year
following the date of the Company's receipt of any notice under Section 2.
Such obligation shall be satisfied only when a Registration Statement covering
all Registrable Shares specified in notices received in the manner indicated
above, for sale in an underwritten public offering, shall have become effective
and all such shares shall have been sold pursuant thereto.
(f) The Company shall be entitled to defer for a reasonable
period of time, but not in excess of 90 days, the filing of any Registration
Statement otherwise required to be prepared and filed by it under this Section
2 if the Company notifies Holder within 10 business days after it requested
registration under this Section 2 that the Company (i) is at such time
conducting or about to conduct an underwritten public offering of its
securities for its own account and the Board of Directors determines in good
faith that such offering would be materially adversely affected by such
registration requested by Holder or (ii) would, in the opinion of its counsel,
be required to disclose in such registration statement information not
otherwise then required by law to be publicly disclosed and, in the good faith
judgment of the Board of Directors, such disclosure might adversely affect any
material business transaction or negotiation in which the Company is then
engaged.
(g) The Company shall be entitled to include in any
Registration Statement referred to in this Section 2, for sale in accordance
with the method of disposition specified by Holder, shares of Common Stock to
be sold by the Company for its own account. If, however, Holder concludes
before the effectiveness of such Registration Statement that to include all or
part of the shares of Common Stock to be sold by the Company for its own
account in such Registration would be detrimental to any offering of securities
by Holder, the number of shares of Common Stock to be included in the
Registration may be reduced (or eliminated) to the extent deemed appropriate in
the discretion of Holder, in good faith, after using its commercially
reasonably efforts to cause to be included all or as many as possible of the
shares of Common Stock requested by the Company.
Registration Rights Agreement/Page 3
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3. Piggyback Registration Rights.
(a) If the Company proposes to file a Registration Statement
under the Securities Act (other than a Registration Statement on Forms S-8 or
S-4) at any time, the Company shall give written notice thereof to Holder.
Upon written notice from Holder, received by the Company within the time period
(not fewer than ten days) specified in the Company's notice to Holder, that
Holder desires that the Company include the Registrable Shares in such
Registration Statement (which request shall specify the number of Registrable
Shares that Holder desires to include in the Registration Statement), the
Company shall use its commercially reasonable efforts to include all or a
portion of the Registrable Shares in the Registration Statement, subject to
such reasonable conditions as may be determined by the Company. Holder shall
be permitted to withdraw all or any part of the Registrable Shares from such
Registration Statement prior to the effective date of Registration. If the
Registration Statement is filed in connection with an underwritten offering on
behalf of the Company (a "Primary Registration"), Holder may sell all or part
of the Registrable Shares included in the Registration Statement on the same
terms and conditions that apply to the other securities being issued and sold
by the Company. If the Registration Statement is filed in connection with an
underwritten secondary Registration on behalf of other holders of the Company's
securities (a "Secondary Registration"), Holder may sell all or part of the
Registrable Shares included in the Registration Statement on the same terms and
conditions that apply to the securities being sold by the Person or Persons who
initiated the Secondary Registration.
(b) If, however, the Company concludes before the
effectiveness of such Registration Statement that to include all or part of the
Registrable Shares requested by Holder in such Registration would be
detrimental to any offering of securities by the Company, the number of
Registrable Shares to be included in the Registration may be reduced (or
eliminated) to the extent deemed appropriate in the reasonable discretion of
the Company, in good faith, after using its commercially reasonable efforts to
include all or as many as possible of the Registrable Shares requested by
Holder.
4. Covenants of the Company. In connection with any offering of
Registrable Shares pursuant to this Agreement, the Company shall:
(a) Subject to subparagraph (i) below, until the earlier of
(i) such time as all of the Registrable Shares being offered have been disposed
of in accordance with the intended method of disposition by Holder set forth in
the Registration Statement or other offering document (and the expiration of
any prospectus delivery requirements in connection therewith) or (ii) the
expiration of four months after such Registration Statement or other offering
document becomes effective (unless the offering is a continuous offering of
securities under Rule 415, in which case until the earliest of the date the
offering is
Registration Rights Agreement/Page 4
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completed and the 12-month anniversary of such effective date), keep effective
and maintain any registration, qualification or approval obtained in connection
with the offering of the Registrable Shares, and amend or supplement the
Registration Statement or prospectus or other offering document used in
connection therewith to the extent necessary to comply with applicable
securities laws;
(b) Furnish to Holder and to each managing underwriter, (i) as
soon as reasonably practicable prior to filing with the SEC, a substantially
complete draft of a Registration Statement covering Registrable Shares, any
amendment or supplement thereto, and any prospectus used in connection
therewith, which documents will be subject to the reasonable review of Holder
and such underwriter; and (ii) if requested, a copy of any and all transmittal
letters or other correspondence with the SEC or any other body having
jurisdiction (including any domestic or foreign securities exchange) relating
to such offering of Registrable Shares;
(c) Furnish to Holder and each managing underwriter, such
number of copies of the Registration Statement, each amendment and supplement
thereto (in each case including all exhibits thereto and documents incorporated
by reference therein) and the prospectus included in such Registration
Statement (including each preliminary prospectus and prospectus supplement) as
Holder or such underwriter may reasonably request to facilitate the sale of the
Registrable Shares;
(d) After the filing of such registration statement, promptly
notify Holder of any stop order issued or, to the knowledge of the Company,
threatened to be issued by the SEC and promptly take all reasonable actions to
prevent the entry of such stop order or to obtain its withdrawal if entered;
(e) Use its commercially reasonable efforts to qualify such
Registrable Shares for offer and sale under the securities, "blue sky" or
similar laws of such jurisdictions (including any foreign country or any
political subdivision thereof in which shares of Common Stock are then listed)
as Holder or any underwriter shall reasonably request and use its commercially
reasonable efforts to obtain all appropriate registrations, permits and
consents required in connection therewith, except that the Company shall not
for any such purpose be required to qualify generally to do business as a
foreign corporation in any jurisdiction wherein it is not so qualified, or to
subject itself to taxation or to file a general consent to service of process
in any such jurisdiction;
(f) Furnish to each managing underwriter, an opinion of
counsel for the Company addressed to each of them, dated as of the date of the
closing of the offering of Registrable Shares, and a "comfort" letter or
letters signed by the Company's independent public accountants, each in
reasonable and customary form and covering such matters of the
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type customarily covered by opinions or comfort letters delivered by such
parties in underwritten public offerings;
(g) Furnish unlegended certificates representing ownership of
the Registrable Shares being sold in such denominations as shall be requested
by Holder or the managing underwriter, provided such request is made at least
two business days prior to the closing of the sale of such shares;
(h) Promptly inform Holder (i) in the case of any offering of
Registrable Shares in respect of which a Registration Statement is filed under
the Securities Act, of the date on which such Registration Statement or any
post-effective amendment thereto becomes effective and, if applicable, of the
date of filing a Rule 430A prospectus (and, in the case of an offering abroad
of Registrable Shares, of the date when any required filing under the
securities and other laws of such foreign jurisdictions shall have been made
and when the offering may be commenced in accordance with such laws) and (ii)
of any request by the SEC, any securities exchange, government agency, self-
regulatory body or other body having jurisdiction for any amendment of or
supplement to any Registration Statement or preliminary prospectus or
prospectus included therein or any offering memorandum or other offering
document relating to such offering;
(i) As promptly as practicable, notify Holder at any time when
a prospectus relating to the sale of the Registrable Shares is required by law
to be delivered in connection with sales by an underwriter or dealer, of the
occurrence of an event requiring the preparation of a supplement or amendment
to such prospectus so that, as thereafter delivered to the purchasers of such
shares, 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 statement therein, in light of the circumstances under which they
were made, not misleading, and as promptly as practicable make available to
Holder and to each managing underwriter, if any, any such supplement or
amendment; if the Company shall give such notice, the Company shall extend the
period during which such Registration Statement shall be maintained effective
as provided in Section 2(a) by the number of days during the period from and
including the date of the giving of such notice to the date when the Company
shall make available to Holder such supplemented or amended prospectus;
(j) Make available for inspection during the normal business
hours of the Company by Holder, any underwriter participating in such offering,
and any attorney, accountant or other agent retained by any Holder or any such
underwriter in connection with the sale of Registrable Shares (collectively,
the "Inspectors"), all relevant financial and other records, pertinent
corporate documents and properties of the Company as shall be reasonably
necessary to enable them to exercise their due diligence responsibility, and
cause the officers, directors and employees of the Company to supply all
information reasonably requested by
Registration Rights Agreement/Page 6
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any such Inspector in connection with such Registration Statement; provided,
however, that (i) in connection with any such inspection, any such Inspectors
shall cooperate to the extent reasonably practicable to minimize any disruption
to the operation by the Company of its business and (ii) any records,
information or documents shall be kept confidential by such Inspectors, unless
(1) such records, information or documents are in the public domain or
otherwise publicly available or (2) disclosure of such records, information or
documents is required by a court or administrative order or by applicable law
(including the Securities Act);
(k) Enter into usual and customary agreements (including an
underwriting agreement in usual and customary form) and take such other actions
as are reasonably required to expedite or facilitate the sale of the
Registrable Shares;
(l) Make "generally available to its security holders" (within
the meaning of Rule 158 of the Securities Act) an earnings statement satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
no later than 45 days after the end of the 12-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
12-month period;
(m) If requested by the managing underwriter or underwriters
or Holder, promptly incorporate in a prospectus supplement or post-effective
amendment such information as the managing underwriter or underwriters or
Holder, as the case may be, reasonably requests to be included therein,
including information with respect to the number of Registrable Shares being
sold by Holder to any underwriter or underwriters, the purchase price being
paid therefor by such underwriter or underwriters and with respect to any other
terms of an underwritten offering of the Registrable Shares to be sold in such
offering, and promptly make all required filings of such prospectus by
supplement or post-effective amendment;
(n) As promptly as practicable after filing with the SEC of
any document which is incorporated by reference in a prospectus contained in a
Registration Statement, deliver a copy of such document to Holder; and
(o) Take all other steps necessary to effect the registration
of the Registrable Shares contemplated hereby.
5. Covenant of Holder. Holder agrees and covenants that, upon
receipt of any notice from the Company of the happening of any event of the
kind described in Section 4(a), Holder will forthwith discontinue disposition
of Registrable Shares pursuant to the Registration Statement covering such
Registrable Shares until Holder's receipt of the copies
Registration Rights Agreement/Page 7
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of the supplemented or amended prospectus contemplated by Section 4(a), and, if
so directed by the Company, Holder will deliver to the Company all copies,
other than permanent file copies, then in Holder's possession of the prior
prospectuses covering such Registerable Securities at the time of receipt of
such notice.
6. Expenses. All expenses reasonably and customarily incurred in
connection with the registration of Registrable Shares, including all filing
fees, escrow 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 Shares), rating agency fees,
printing expenses, messenger and delivery expenses, internal expenses, the fees
and expenses incurred in connection with the listing of the securities to be
registered on each securities exchange on which similar securities issued by
the Company are then listed, and fees an disbursements of counsel for the
Company and the Company's independent certified public accountants (including
the expenses of any special audit or "cold comfort" letters required by or
incident to such performance) directly attributable to the registration of
securities, Securities Act liability insurance (if the Company elects to obtain
such insurance), and the fees and expenses of any special experts or other
persons retained by the Company will be borne by the Company in connection with
registrations under Section 3 and by Holder in connection with registrations
under Section 2. The Company shall have no obligation to pay and shall not pay
any underwriting fees, discounts or commissions in connection with any
Registrable Shares registered pursuant to this Agreement or any out-of-pocket
expenses of Holder, including legal fees, in connection therewith.
7. Indemnification.
(a) Indemnification by the Company. The Company agrees to
indemnify and hold harmless Holder, its officers, directors and agents, and
will agree to indemnify and hold harmless any underwriter of Registrable
Shares, and each person, if any, who controls any of the foregoing persons
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, from and against any and all losses, claims, damages and
liabilities (individually, a "Loss"; collectively, "Losses") arising from or
caused by (x) any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or prospectus relating to the
Registrable Shares (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) or any preliminary prospectus,
or caused by any omission or alleged omission to the state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and (y) any violation or alleged violation by the Company of
the Securities Act, any blue sky laws, securities laws or other applicable laws
of any state in which Registrable Shares are offered and relating to action or
inaction required of the Company in connection with such offering; and will
reimburse each such person for any legal or other out-of-pocket
Registration Rights Agreement/Page 8
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expenses reasonably incurred in connection with investigating, or defending
against, any such Loss (or any proceeding in respect thereof), subject to
Section 7(c), except that the indemnification provided for in this Section 7(a)
shall not apply to Losses that are caused by any such untrue statement or
omission or alleged untrue statement or omission based upon and in conformity
with information furnished in writing to the Company by or on behalf of Holder
expressly for use therein. Notwithstanding the foregoing, the Company shall
not be liable in any such case 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 any preliminary prospectus if (i) Holder failed to
send or deliver a copy of the prospectus included in the relevant Registration
Statement at the time it became effective (the "Prospectus") with or prior to
the delivery of written confirmation of the sale of Registrable Shares to the
person asserting such Loss or who purchased such Registrable Shares which are
the subject thereof if, in either case, such delivery is required by the
Securities Act and (ii) the Prospectus would have corrected such untrue
statement or omission or alleged untrue statement or alleged omission; and the
Company shall not be liable in any such case to the extent that any such Loss
arises out of, or is based upon, an untrue statement or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact in the Prospectus, if such untrue statement or alleged untrue
statement or omission or alleged omission is corrected in any amendment or
supplement to the Prospectus and if, having previously been furnished by or on
behalf of the Company with copies of the Prospectus as so amended or
supplemented, Holder thereafter fails to deliver such Prospectus as so amended
or supplemented prior to or concurrently with the sale of Registrable Shares if
such delivery is required by the Securities Act.
(b) Indemnification by Holder. Holder agrees to indemnify and
hold harmless the Company, its officers and directors, and each person, if any,
who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
indemnity made pursuant to clause (x) of Section 7(a) from the Company to
Holder, but only with reference to information furnished in writing by or on
behalf of Holder expressly for use in any Registration Statement or prospectus
relating to Registrable Shares, or any amendment or supplement thereto, or any
preliminary prospectus.
(c) Conduct of Indemnification Proceedings. In case any
proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to
Sections 7(a) or 7(b), such person (the "Indemnified Party") shall promptly
notify the person against whom such indemnity may be sought (the "Indemnifying
Party") in writing, provided that the omission to so notify the Indemnifying
Party will not relieve the Indemnifying Party of any liability it may have
under this Agreement or otherwise except to the extent of any loss, damage,
liability or expense arising from such omission. The Indemnifying Party, upon
the request of the Indemnified
Registration Rights Agreement/Page 9
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Party, shall retain counsel reasonably satisfactory to such Indemnified Party
to represent such Indemnified Party and any others the Indemnifying Party may
designate in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any Indemnified
Party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party unless (i)
the Indemnifying Party and the Indemnified Party shall have mutually agreed to
the retention (ii) the Indemnifying Party shall have failed to comply with its
obligations under the preceding sentence or (iii) the Indemnified Party shall
have been advised by its counsel in writing that actual or potential differing
interests exist between the Indemnifying Party and the Indemnified Party. The
Indemnifying Party shall not be liable for any settlement of any proceeding
effected without its written consent, which consent shall not be unreasonably
withheld. The Indemnifying Party shall not agree to any settlement as the
result of which any remedy or relief, other than monetary damages for which the
Indemnified Party shall be fully responsible, shall be applied to or against an
Indemnified Party without the prior written of such Indemnified Party.
(d) If the indemnification provided for in this Section 7 from
the Indemnifying Party is unavailable to an Indemnified Party hereunder in
respect of any Losses 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 in such proportion
as is appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such Indemnifying Party and
Indemnified Party 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 Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to
include, subject to the limitations set forth in Section 7(c), any legal or
other fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding. No party shall be liable for contribution with
respect to any action or claim settled without its written consent, which
consent shall not be unreasonably withheld. Notwithstanding the provisions of
this paragraph, Holder shall not be required to contribute any amount in excess
of the amount by which the total price at which the Registrable Shares of
Holder was sold to the public exceeds the amount of any damages which Holder
has otherwise been required to pay due to such untrue or alleged untrue
statement or omission of alleged omission. The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 7(d)
were determined by pro rata allocation or by any other method of allocation
which does not take into account the equitable considerations
Registration Rights Agreement/Page 10
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referred to in the immediately preceding paragraph. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
8. Termination. This Agreement will terminate on the tenth
anniversary of this Agreement. Notwithstanding the foregoing, the Company's
and Holder's rights, duties and obligations under Section 6 and Section 7 shall
survive the termination of this Agreement.
9. Available Information. The Company shall take such reasonable
actions and file such information, documents and reports as shall be required
by the SEC as a condition to the availability of Form S-3.
10. Miscellaneous.
(a) Provision of Information. Holder shall, and shall cause
its officers, directors employees and agents to complete and execute all such
questionnaires as the Company shall reasonably request in connection with any
registration pursuant to this Agreement.
(b) Injunctions. Irreparable damage would occur if any of the
provisions of this Agreement were not performed in accordance with its
specified terms or were otherwise breached. Therefore, the parties hereto
shall be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically the terms of
provisions hereof in any court having jurisdiction, such remedy being in
addition to any other remedy to which they may be entitled at law or in equity.
(c) No Third-Party Beneficiaries. This Agreement shall not
confer any rights or remedies upon any Person other than the Parties and their
respective successors and permitted assigns.
(d) Entire Agreement. This Agreement (including the documents
referred to herein) constitutes the entire agreement among the Parties and
supersedes any prior understandings, agreements, or representations by or among
the Parties, written or oral, to the extent they have related in any way to the
subject matter hereof.
(e) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this
Agreement or any of his or its rights, interests, or obligations hereunder
without the prior written approval of the Company and Holder, which approval
shall not be unreasonably withheld.
Registration Rights Agreement/Page 11
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(f) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(g) Headings. The Section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
(h) Notices. All notices, requests, demands, claims, and
other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if
(and then two business days after) it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below.
If to the Company: Team, Inc.
X.X. Xxx 000
Xxxxx, Xxxxx 00000-0000
Attn: Xxxxxxx X. Xxxx, President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Copy to: Chamberlain, Hrdlicka, White, Xxxxxxxx
& Xxxxxx
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attn: Xxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Holder: Xxxxxxxxx International, Inc.
0000 XX Xxxxx Xxxx., 0xx Xxxxx
Xxxxxx, Xxxxxxx 00000-0000
Attn: X. X. Xxxxxxxxx, President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Registration Rights Agreement/Page 12
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Copy to: J. Xxxxxx Xxxxxx, Esq.
Xxxxxxxxx International, Inc.
0000 XX Xxxxx Xxxx., 0xx Xxxxx
Xxxxxx, Xxxxxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been
duly given unless and until it actually is received by the intended recipient.
Any Party may change the address to which notices, requests, demands, claims,
and other communications hereunder are to be delivered by giving the other
Parties notice in the manner herein set forth.
(i) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Texas without
giving effect to any choice or conflict of law provision or rule (whether of
the State of Texas or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Texas.
(j) Amendments and Waivers. No amendment of any provision of
this Agreement shall be valid unless the same shall be in writing and signed by
the Parties. No waiver by any Party of any default, misrepresentation, or
breach of warranty or covenant hereunder, whether intentional or not, shall be
deemed to extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights
arising by virtue of any prior or subsequent such occurrence.
(k) Severability. Any term or provision of this Agreement
that is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.
(l) Construction. The Parties have participated jointly in
the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of
any of the provisions of this Agreement. Any reference to any federal, state,
local, or foreign statute or law shall be deemed also to refer to all rules and
regulations
Registration Rights Agreement/Page 13
14
promulgated thereunder, unless the context requires otherwise. The word
"including" shall mean including without limitation.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.
COMPANY:
TEAM, INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------------------
Xxxxxxx X. Xxxx,
Chairman of the Board and President
HOLDER:
XXXXXXXXX INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxxxxxx, President and CEO
Registration Rights Agreement/Page 14
