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Exhibit 4.14
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("Agreement"), dated as of July 3, 2001, is
made by and among ▇▇▇▇▇▇▇▇▇▇▇ Australia Pty. Limited, a company incorporated in
Western Australia and having its Registered Office at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇ ▇▇▇▇ (the "Purchaser"), ▇▇▇▇▇▇▇▇▇▇▇ International Inc., a Delaware
corporation ("Company"), and those certain holders listed on the signature
page(s) hereto (individually a "Holder" and collectively with any transferee of
Registrable Securities to whom this Agreement is assigned as permitted by
Section 6(d) hereof, the "Holders"), who hereby agree as follows:
1. INTRODUCTION
For purposes of this Agreement, the following terms shall have the meanings
ascribed to them below.
"Agreement" shall mean this Registration Rights
Agreement, as amended, supplemented or
otherwise modified from time to time;
"best lawful efforts" shall mean the efforts that a prudent
business person desirous of achieving a
result would use under similar
circumstances to ensure that such result
is achieved as expeditiously as possible;
"Common Stock" means the Company's common stock, par
value $1.00 per share;
"Exchange Act" shall mean the United States Securities
Exchange Act of 1934, as amended, or any
successor legislation thereto (including
the rules and regulations promulgated
thereunder);
"Registrable Securities" shall mean (a) the Shares and (b) any
Common Stock or other securities of the
Company issued or issuable with respect
to any of the Shares by way of 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,
such securities shall cease to be
Registrable Securities when (i) such
securities may be sold under Rule 144(k),
(ii) such securities shall have been
transferred, new certificates not bearing
a legend restricting further transfer
shall have been delivered by the Company
and subsequent disposition of them shall
not require registration or qualification
of them under the Securities Act or any
state securities or blue sky law then in
force, or (iii)
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such securities shall have ceased to be
outstanding;
"Rule 144" shall mean Rule 144 promulgated by the
SEC under the Securities Act, or any
successor to such rule;
"Rule 145" shall mean Rule 145 promulgated by the
SEC under the Securities Act, or any
successor to such rule;
"Rule 158" shall mean Rule 158 promulgated by the
SEC under the Securities Act, or any
successor to such rule;
"Sale and Purchase Agreement" shall mean the Sale and Purchase
Agreement, dated July 3, 2001, among the
Purchaser, the Company and the Holders;
"SEC" shall mean the United States Securities
and Exchange Commission, or any successor
agency thereto;
"Securities Act" shall mean the United States Securities
Act of 1933, as amended, or any successor
legislation thereto (including the rules
and regulations promulgated thereunder);
"Shares" means the Common Stock issued to each
Holder pursuant to the Sale and Purchase
Agreement.
The words "hereof", "herein" and "hereunder" and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and section, subsection, schedule and
exhibit references are to this Agreement. Capitalized terms used in this
Agreement but not defined herein shall have the meanings ascribed to them in the
Sale and Purchase Agreement.
2. SHELF REGISTRATION
(a) On or prior to the date which is eight business days after the
date of this Agreement, the Company will file a "shelf"
registration statement (the "Shelf Registration") on Form S-3
(or other appropriate form) pursuant to Rule 415 under the
Securities Act (or any similar rule that may be adopted under
that Act) with respect to dispositions of the Registrable
Securities for resale in a non-underwritten offering having a
period of distribution not to exceed one year from the date of
this Agreement. The Company will use its best lawful efforts
to cause the Shelf Registration to be declared effective as
promptly as is practicable after such filing and, subject to
subsections (c) and (d) below, will use its best lawful
efforts to keep the Shelf Registration effective, supplemented
and amended to the
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extent necessary to assure that it is available for sale of
the Registrable Securities by the Holders thereof (and public
resale of the Registrable Securities covered by the Shelf
Registration) and that it conforms with the requirements of
this Agreement, the Securities Act, and the policies, rules
and regulations of the SEC, in each case during the entire
period (the "Shelf Registration Period") beginning on the date
such Shelf Registration shall first be declared effective
under the Securities Act (the "Shelf Effective Date") and
ending on the Termination Date (as defined in Section 6).
(b) Each Holder will, within 4 business days after the date of
this Agreement, furnish the Company in writing any of the
information specified in Items 507 and 508 of Regulation S-K
under the Securities Act, or any other information required by
the Securities Act or the Rules of the SEC to be included in
the Shelf Registration and will promptly furnish to the
Company any such information upon the Company's request for
inclusion in any new prospectus or prospectus supplement or
post-effective amendment.
(c) If during the Shelf Registration Period, the Company believes
that an event or events have occurred which, in the good faith
opinion of the Company, require the filing of a new prospectus
or prospectus supplement or post-effective amendment in order
that the prospectus not contain any misstatement of a material
fact or not omit to state a material fact required to be
stated therein or necessary to make the statements therein (in
the light of the circumstances under which they were made) not
misleading (a "Corrective Filing"), the Company shall promptly
so notify the Holders (a "Material Event Notice"), and the
Company shall prepare and file with the SEC and deliver to the
Holders such Corrective Filing, as promptly as practicable but
in any event within ten days after the date a Material Event
Notice is given, except that the Company may delay such filing
for such number of days, not to exceed 60, if the Company
determines that (i) the public disclosure of any of the
information requiring the Corrective Filing is impractical or
would have a material adverse effect on the Company, or (ii)
the filing of such Corrective Filing would have a significant
disruptive effect on any material transaction then pending;
provided that such delay shall not be longer than is
reasonably required, in the Company's sole judgment, to avoid
such material adverse effect or significant disruptive effect.
If any new prospectus or prospectus supplement or
post-effective amendment is required in connection with the
Shelf Registration other than a Corrective Filing (any such
filing, other than a Corrective Filing, is herein called a
"Routine Filing"), the Company will so notify the Holders in
writing (a "Filing Notice") and shall prepare and file with
the SEC and deliver to the Holders such Routine Filing as
promptly as practicable but in any event within ten days after
the date the Filing Notice is given. The Holders may make
sales of the Registrable Securities under the Shelf
Registration during the Shelf Registration Period, but if the
Holders have received a Material Event Notice or Filing
Notice, sales may not be made from the time such notice is
received in accordance with Section 6(i) below until the date
on which the Corrective Filing or Routine Filing, as the case
may be, has been filed or if the Corrective Filing or Routine
Filing is a post-effective amendment, the date the
post-effective amendment has become effective under the
Securities Act, of
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which date the Company shall give prompt notice to the Holders
by the same method as the first notice is given (provided such
method is available and functioning).
(d) Notwithstanding anything to the contrary contained in this
Section 2, but subject to Section 2(g), the Company shall be
permitted, on written notice to the Holders, to suspend the
period of sale or distribution of the Registrable Securities
at any time:
(i) during the period beginning ten days prior to the
estimated date of filing, and ending on the date
twenty days following, the effective date of a
registration statement pertaining to an underwritten
public offering of securities for the account of the
Company; provided, however, that the Company shall
have received written advice from the managing
underwriter or underwriters that sales of Registrable
Securities under the Shelf Registration could
reasonably be expected to adversely affect such
offering;
(ii) during any period in which the Company is in
possession of material non-public information
concerning it or its business and affairs, the public
disclosure of which, in the good faith judgement of
the Company, as certified in a certificate signed by
the President or Chief Executive Officer of the
Company and furnished to the Holders, would have a
material adverse effect on the Company; or
(iii) during any period if the Company is engaged in any
material acquisition, transaction or disposition
transaction that would, in the good faith judgement
of the Company, as certified in a certificate signed
by the President or Chief Executive Officer of the
Company and furnished to the Holders, be
significantly disrupted by a sale or distribution.
(e) The Company's filing of a report under the Exchange Act that
is incorporated by reference into the prospectus shall be
considered to be a Corrective Filing if such filing eliminates
the necessity of otherwise making a Corrective Filing.
(f) The Company may give such stop transfer instructions as it
shall deem reasonably necessary to prevent any sale of
Registrable Securities under the Shelf Registration at any
time when the Holders are not permitted to make such a sale,
but the Company will be responsible for any losses,
liabilities, damages, fines, costs and expenses (collectively,
"Losses") sustained by the Holders by reason of any failure by
the Company to lift any such instructions so as to permit the
Holders to deliver Registrable Securities on a timely basis.
(g) In no event shall the aggregate number of days in which delays
are imposed in making Corrective Filings under Section 2(c)
and/or sales of Registrable Securities are suspended under
Section 2(d) exceed 45 in any period of three consecutive
months.
3. REGISTRATION PROCEDURES
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(a) Subject to Section 2, the Company will use its best lawful
efforts to effect the registration of the Registrable
Securities pursuant to this Agreement and in so doing will:
(i) prepare and file with the SEC under the Securities
Act a registration statement with respect to the
Registrable Securities, and use its best lawful
efforts to cause such registration statement to
become effective and to remain effective as provided
herein;
(ii) prepare and file with the SEC such amendments and
supplements, if any, to such registration statement
and the prospectus used in connection therewith as
may be necessary to (i) keep such registration
statement effective during the Shelf Registration
Period and (ii) comply with the provisions of the
Securities Act with respect to the disposition of all
securities covered by such registration statement in
accordance with the intended methods of disposition
by the sellers thereof set forth in such registration
statement;
(iii) furnish to each Holder such number of copies of such
registration statement (including exhibits), each
amendment and supplement thereto, the prospectus
included in such registration statement (including
each preliminary prospectus) as such Holder may
reasonably request in order to facilitate the
disposition of the Registrable Securities;
(iv) use its best lawful efforts to register or qualify
the Registrable Securities under such securities or
blue sky laws of such jurisdictions as any Holder
reasonably requests and do any and all other acts and
things which may be reasonably necessary or advisable
to enable such Holder to consummate the disposition
in such jurisdictions of the Registrable Securities
owned by such Holder, provided that the Company will
not be required to (i) qualify generally to do
business in any jurisdiction where it would not
otherwise be required to qualify but for this
subsection, (ii) subject itself to taxation in any
such jurisdiction or (iii) consent to general service
of process in any such jurisdiction;
(v) notify each Holder promptly (A) when the Company is
informed that such registration statement or any
post-effective amendment to such registration
statement becomes effective; (B) of any request by
the SEC for an amendment or any supplement to such
registration statement or any related prospectus; (C)
of the issuance by the SEC of any stop order
suspending the effectiveness of such registration
statement or of any order preventing or suspending
the use of any related prospectus or the initiation
or threat of any proceeding for that purpose; (D) of
the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction
or the initiation or threat of a proceeding for that
purpose; and (E) at any time when a prospectus
relating thereto is required to be delivered under
the Securities Act, when it becomes aware of the
happening of any event as a result of which the
prospectus included in such registration statement
(as
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then in effect) contains any untrue statement of a
material fact or omits any fact necessary to make the
statements therein not misleading in light of the
circumstances then existing, and, as promptly as
practicable thereafter (but subject to Sections 2(c)
and 2(d));
(vi) if at any time the SEC shall issue any stop order
suspending the effectiveness of such registration
statement, or any securities commission or other
regulatory authority shall issue an order suspending
the qualification or exemption from qualification of
the Registrable Securities under the securities or
blue sky laws of any jurisdiction, the Company shall
use its best lawful efforts to obtain the withdrawal
or lifting of such order at the earliest possible
time;
(vii) upon the occurrence of any event contemplated by
Section 3(a)(v)(E) above, prepare in sufficient
quantities 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 any fact necessary to
make the statements therein not misleading in light
of the circumstances then existing;
(viii) subject to the execution of confidentiality
agreements in a form reasonably satisfactory to the
Company, make reasonably available for inspection by
any Holder, the Representative Counsel (as
hereinafter defined) and any attorney, accountant or
other agent retained by any such Representative
Counsel, all financial and other records, pertinent
corporate documents and properties of the Company,
and cause the Company's officers, directors and
employees to supply all information reasonably
requested by any such Holder, Representative Counsel,
attorney, accountant or agent in connection with such
registration statement to the extent such information
is reasonably necessary in order for any such party
to fulfill its role with respect to the preparation
and completion of the registration statement;
(ix) provide the Holders and Representative Counsel a
reasonable opportunity to review and comment on any
filing to be made in connection with any such
registration, other than documents incorporated by
reference in such registration statement; and
(x) use its best lawful efforts to cause all Registrable
Securities to be listed, by the date of the first
sale of Registrable Securities pursuant to such
registration statement, on The New York Stock
Exchange.
In the case of each registration, qualification or compliance effected
by the Company pursuant to this Agreement, the Company will keep each Holder
advised in writing as to the initiation of each registration, qualification and
compliance and as to the completion thereof.
(b) Each Holder agrees that:
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(i) upon receipt of any notice from the Company of the
happening of any event of the kind described in
Section 3(a)(v), such Holder will forthwith
discontinue such Holder's disposition of Registrable
Securities pursuant to the registration statement
covering such Registrable Securities until such
Holder's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3(e); and
(ii) in connection with the preparation and review
pursuant to this Agreement of any registration
statement or prospectus or any amendments or
supplements thereto, the Holders of a majority of the
Registrable Securities included in such registration
will choose one counsel ("Representative Counsel")
who shall represent all of the Holders at their
expense and participate in the registration process
on their behalf and will coordinate requests by
Holders for information from the Company and act as
liaison between such Holders or their individual
counsel, accountants and agents and the Company.
4. REGISTRATION EXPENSES
Whether or not any registration pursuant to this Agreement shall become
effective, all expenses incident to the Company's performance of or compliance
with this Agreement, including without limitation all registration and filing
fees, National Association of Securities Dealers' fees, fees and expenses of
compliance with state securities or blue sky laws, printing and engraving
expenses and fees and disbursements of counsel for the Company, the independent
certified public accountants for the Company, underwriters (excluding discounts
and commissions) and other persons retained by the Company (all such expenses
being herein called "Registration Expenses"), will be borne by the Company;
provided, however, that each Holder shall pay (A) any underwriting discounts and
selling commissions applicable to such Registrable Securities sold by such
Holder and (B) such Holder's pro rata share of all fees and disbursements of
counsel for the Holders.
5. INDEMNIFICATION
(a) Indemnification by the Company - The Company agrees to
indemnify, with respect to any registration statement filed by
it, to the fullest extent permitted by law, each Holder, its
officers, directors and agents and each person who controls
such Holder (within the meaning of the Securities Act) against
all Losses (including, without limitation, reasonable fees and
expenses of legal counsel) resulting from any untrue or
alleged untrue statement of a material fact or any omission or
alleged omission of a material fact required to be stated in
the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or
necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any
information furnished in writing to the Company by or on
behalf of such Holder expressly for use therein.
(b) Indemnification by Holders - In connection with any
registration statement in which a Holder is participating,
each such Holder agrees to indemnify, to the fullest extent
permitted by law, the Company, its directors and officers and
each
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person who controls the Company (within the meaning of the
Securities Act) against any Losses (including, without
limitation, reasonable fees and expenses of legal counsel)
resulting from any untrue or alleged untrue statement of a
material fact or any omission or alleged omission of a
material fact required to be stated in the registration
statement, prospectus or preliminary 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
caused by or contained in any information with respect to such
Holder so furnished in writing by such Holder expressly for
use therein and the Company does not know, at the time such
information is included in the registration statement,
prospectus, preliminary prospectus, amendment or supplement,
that such information is false or misleading. Notwithstanding
the foregoing, the liability of a Holder under this subsection
(b) shall be limited to an amount equal to the net proceeds
from the sale of the Holder's Registrable Securities.
(c) Failure to Deliver Prospectus - A person that would otherwise
be entitled to indemnification under subsection (a) or (b) and
who was timely furnished a copy of the registration statement
or prospectus or preliminary prospectus or any amendments or
supplements thereto shall not be so entitled to the extent
that the Losses would not have resulted but for such party's
failure to deliver timely any of such documents that such
party was legally obligated to deliver and, if the indemnified
party is a Holder, that pertain to the Shelf Registration.
(d) Conduct of Indemnification Proceedings - Promptly after
receipt by an indemnified party under subsection (a) or (b)
above of notice of the commencement of any action, suit,
proceeding, investigation or threat thereof made in writing
for which such person will claim indemnification pursuant to
this Agreement, such indemnified party shall notify the
indemnifying party in writing of the commencement thereof or
of such involvement, as the case may be, but the omission to
so notify the indemnifying party shall not relieve the
indemnifying party from any liability which it may have to any
indemnified party under such subsection. In the event that the
indemnifying party elects to assume the defense of any action,
proceeding or investigation, the indemnified party shall have
the right to employ separate counsel and to participate in the
defense thereof, but the fees and expenses of such separate
counsel shall be at such indemnified party's expense unless
(i) the indemnifying party has agreed to pay such fees and
expenses or (ii) the named parties to any such action,
proceeding or investigation (including any impleaded parties)
include an indemnified party and the indemnifying party, and
such indemnified party shall have been advised by counsel that
there may be a conflict of interest between such indemnified
party and the indemnifying party in the conduct of the defense
of such action, in which case, if such indemnified party
notifies the indemnifying party, the indemnifying party shall
not assume the defense of such an action, proceeding or
investigation on such indemnified party's behalf, it being
understood, however, that the indemnifying party shall not, in
connection with any one such action or proceeding or separate
but substantially similar or related actions or proceedings
arising out of the same general allegations or circumstances,
be liable for the
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reasonable fees and expenses of more than one separate firm of
attorneys at any time for all indemnified parties. The
indemnifying party shall promptly pay, upon submission of
invoices by the indemnified party, all expenses incurred by
the indemnified party for which indemnification is provided,
which payment shall be made to the person who submitted the
invoice or, if the indemnified party submits evidence
(reasonably satisfactory to the indemnifying party) that the
indemnified party has paid such invoice, then to the
indemnified party. The indemnifying party shall not be
required to indemnify the indemnified party with respect to
any amounts paid in settlement of any action, proceeding or
investigation entered into without the written consent of the
indemnifying party, which written consent shall not be
unreasonably withheld. No settlement of any action, proceeding
or investigation involving any relief other than monetary
payments (including without limitation injunctive relief or
civil or criminal sanctions) shall be entered into without the
written consent of both the indemnifying party and the
indemnified party, with the right to provide or withhold such
consent to be at each such party's sole discretion. No
indemnifying party, in the defense of any such action,
proceeding or investigation, shall, except with the written
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 a giving by the claimant or
plaintiff to such indemnified party of a release from all
liability in respect to the subject mater of such action,
proceeding or investigation
(e) Contribution - If the indemnification provided for in this
Section 5 is unavailable for reasons other than the express
provisions of this Agreement, then each indemnifying party
shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses (or actions in
respect thereof) in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other in
connection with the statements or omissions which resulted in
such Loss and any other relevant equitable considerations. The
relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement
of a material fact or the omission to the state a material
fact relates to information supplied by the indemnifying party
or by the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable
by an indemnified party as a result of the Losses (or actions
in respect thereof) referred to above in this subsection (e)
shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. The
parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 5 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 the preceding sentences of this Section 5(e). 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. If indemnification is available
under this Section 5, the indemnifying parties shall indemnify
each indemnified party to the full extent provided in Sections
5(a) and (b) without
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regard to the relative fault of said indemnifying party or
indemnified party or any other equitable consideration
provided for in this Section 5(e).
(f) Notwithstanding any other provision of this Section 5, no
Holder shall be required to contribute any amount or make any
payments under this Agreement which in the aggregate exceed
the net proceeds from the sale of such Holder's Registrable
Securities.
6. MISCELLANEOUS
(a) Termination - This Agreement and all rights, obligations and
restrictions hereunder with respect to any Registrable
Securities (except for the indemnification rights provided in
Section 5 hereof which shall survive forever) will terminate
(the "Termination Date") on the earliest to occur of (1) the
first anniversary date of this Agreement, or (2) the date on
which all of the Registrable Securities have ceased to be
Registrable Securities pursuant to the definition of
Registrable Securities contained in Section 1 of this
Agreement.
(b) Waivers - Except as otherwise provided herein, the Company may
not take any action herein prohibited, or omit to perform any
act herein required to be performed by it, unless the Company
has obtained the prior written consent of the Holders of all
Registrable Securities.
(c) Amendments - Except as otherwise provided herein, this
Agreement may be amended only with the written consent of the
Company, the Purchaser and the Holders of all Registrable
Securities.
(d) Subsequent Holders of Registrable Securities - This Agreement
shall not be assignable by the Holders; provided, however,
that Scottish Enterprise and Intelli Investments Limited shall
be permitted to assign this Agreement in connection with any
sale or transfer of Registrable Securities other than pursuant
to a registration statement and the individuals who are a
party to this Agreement shall be permitted to assign this
Agreement solely to family members in connection with any
transfer by gift of Registrable Securities to such family
members; and provided further that such assignment shall only
be permitted if the assignee shall provide the Company with a
duly executed addendum to this Agreement, in form and
substance reasonably satisfactory to the Company, pursuant to
which the assignee expressly and without qualification (i)
assumes all of the obligations of its assignor hereunder in
respect of such Registrable Securities and (ii) agrees itself
to be bound by the terms hereof.
(e) Severability - Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under
applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating
the remainder of this Agreement.
(f) Counterparts - This Agreement may be executed simultaneously
in two or more counterparts, any one of which need not contain
the signatures of more than one
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party, but all counterparts taken together will constitute one
and the same Agreement.
(g) Descriptive Headings - The descriptive headings of this
Agreement are inserted for convenience only and do not
constitute a part of this Agreement.
(h) Governing Law - All questions concerning the construction,
validity and interpretation of this Agreement and the exhibits
and schedules hereto will be governed by the internal law, and
not the law of conflicts, of the State of Texas.
(i) Notices - Unless otherwise provided herein, all notices,
demands or other communications to be given or delivered under
or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been received (1) on the
date delivered personally to the recipient, (2) on the fifth
day after being mailed by certified or registered mail, return
receipt requested and postage prepaid to the recipient, or (3)
on the date sent by facsimile or e-mail to the recipient
provided that the sender receives notice or confirmation of
error-free delivery of such fax or does not receive prompt
notice of delivery failure of such e-mail. Such notices,
demands and other communications will be sent to each of the
Holders at their respective addresses, facsimile numbers and
e-mail addresses set forth on the signature pages to this
Agreement or as provided by the Holders to the Company from
time to time, and to the Company at the address, facsimile
number and e-mail address indicated below:
If to the Company or Purchaser:
c/o Weatherford International, Inc.
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇.▇▇▇▇▇▇ @▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President-Law
with a copy to:
▇▇▇▇▇▇▇ & ▇▇▇▇▇, L.L.P
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇ ▇▇▇▇
E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
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(j) Benefit of Agreement -No person not a party to this Agreement
shall have rights under this Agreement as third party
beneficiary or otherwise.
(k) Entire Agreement - This Agreement is the entire agreement
between the Company, on the one hand, and the Holders, on the
other hand, with respect to registration by the Company of
Registrable Securities.
(l) Aircraft Carrier Release - The parties recognize that
fundamental changes in the SEC's registration procedures may
be made by adoption of the SEC's Aircraft Carrier Release in
its current or any revised form. Should that occur, or should
such changes otherwise occur, the parties will amend this
Agreement in a reasonable manner so as to approximate as
closely as possible the same access of the Holders to the
public markets for their Registrable Securities without
materially increasing any burden to the Company of providing
that access.
12
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(m) Guarantee - All obligations of the Company under this
Agreement are guaranteed by the Purchaser as a debtor bound
jointly and severally with the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
SIGNED by Binnert Ruerd Haites
/s/ Binnert Ruerd Haites Witness /s/ ▇.▇. ▇▇▇▇▇
----------------------------------- ------------------------------
Binnert Ruerd Haites
▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇
Telephone:
Facsimile:
E-mail:
Full Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
At Aberdeen
Address ▇▇ ▇▇▇▇▇▇ ▇▇.
------------------------------
▇▇ 3 July 2001
Edinburgh
------------------------------
SIGNED by ▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇ Witness /s/ ▇.▇. ▇▇▇▇▇
----------------------------------- ------------------------------
▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, Aberdeenshire
Telephone:
Facsimile:
E-mail:
Full Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
At Aberdeen
Address ▇▇ ▇▇▇▇▇▇ ▇▇.
-----------------------------
▇▇ 3 July 2001
Edinburgh
-----------------------------
13
14
SIGNED by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Witness /s/ ▇.▇. ▇▇▇▇▇
----------------------------------- ------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
Telephone:
Facsimile:
E-mail:
Full Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
At Aberdeen
Address ▇▇ ▇▇▇▇▇▇ ▇▇.
-----------------------------
▇▇ 3 July 2001
Edinburgh
-----------------------------
SIGNED for and on behalf of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
by his Attorney Binnert Ruerd Haites
/s/ Binnert Ruerd Haites Witness /s/ ▇.▇. ▇▇▇▇▇
----------------------------------- ------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ OUQ
Telephone:
Facsimile:
E-mail:
Full Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
At Aberdeen
Address ▇▇ ▇▇▇▇▇▇ ▇▇.
-----------------------------
▇▇ 3 July 2001
Edinburgh
-----------------------------
SIGNED by ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ Witness /s/ ▇.▇. ▇▇▇▇▇
----------------------------------- ------------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇'▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
Telephone:
Facsimile:
E-mail:
Full Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
At Aberdeen
Address ▇▇ ▇▇▇▇▇▇ ▇▇.
-----------------------------
▇▇ 3 July 2001
Edinburgh
-----------------------------
14
15
SIGNED for and on behalf of Intelli Investments Limited by their Attorney,
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Witness /s/ ▇.▇. ▇▇▇▇▇
----------------------------------- ------------------------------
Intelli Investments Limited
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇
Telephone:
Facsimile:
E-mail:
Full Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
At Aberdeen
Address ▇▇ ▇▇▇▇▇▇ ▇▇.
-----------------------------
▇▇ 3 July 2001
Edinburgh
-----------------------------
SIGNED for and on behalf of Scottish Enterprise by ▇▇▇▇▇▇ ▇▇▇▇▇▇,
an authorised signatory
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Witness /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------- ------------------------------
Authorised Signatory
Scottish Enterprise
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Telephone:
Facsimile:
E-mail:
Full Name ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
Address ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
At Glasgow Glasgow
-----------------------------
On 3 July 2001
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16
SIGNED for and on behalf of the said ▇▇▇▇▇▇▇▇▇▇▇ International Inc,
by their Attorney,
/s/ ▇.▇. ▇▇▇▇▇ Witness /s/ ▇.▇. ▇▇▇▇▇
----------------------------------- ------------------------------
Attorney for ▇▇▇▇▇▇▇▇▇▇▇ International
Inc
Full Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
At Aberdeen
Address ▇▇ ▇▇▇▇▇▇ ▇▇.
-----------------------------
▇▇ 3 July 2001
Edinburgh
-----------------------------
SIGNED for and on behalf of the said Weatherford Australia Pty. Limited
by their Attorney,
/s/ ▇.▇. ▇▇▇▇▇ Witness /s/ ▇.▇. ▇▇▇▇▇
----------------------------------- ------------------------------
Attorney for Weatherford Australia Pty.
Limited
Full Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
At Aberdeen
Address ▇▇ ▇▇▇▇▇▇ ▇▇.
-----------------------------
▇▇ 3 July 2001
Edinburgh
-----------------------------
16