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EXHIBIT 10
REGISTRATION RIGHTS AGREEMENT
By and Between
THE ▇▇▇▇▇▇▇▇▇ CORPORATION
And
BANNER AEROSPACE, INC.
Dated as of July 7, 1998
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of July 7, 1998, by and between The ▇▇▇▇▇▇▇▇▇ Corporation, a Delaware
corporation (the "Company") and Banner Aerospace, Inc., a Delaware corporation
("Banner").
R E C I T A L S:
On July 7, 1998, Banner announced its intention to purchase up to 2.5
million shares of Class A Common Stock of the Company through open market
purchases (the "Subject Shares").
In connection therewith, the Company has agreed to grant demand
registration rights agreement in favor of Banner for the registration and sale
of such shares.
NOW, THEREFORE, the parties to this Agreement agree as follows:
ARTICLE I
DEFINITIONS
1.1 Certain Definitions.
"Affiliate" shall have the meaning given to such term in Rule 12b-2
promulgated under the Exchange Act.
"Commission" shall mean the Securities and Exchange Commission.
"Common Stock" shall mean the shares of Class A Common Stock, $.10 par
value, of the Company.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and all rules and regulations promulgated thereunder.
"Holder" shall mean Banner or any Permitted Transferee of Registrable
Common Stock. There may be more than one Holder at any time.
"NASDAQ" shall mean the National Association of Securities Dealers
Automated Quotation System.
"Person" shall mean any individual, group, partnership, corporation,
trust, joint stock company, unincorporated organization, joint venture or other
entity of whatever nature.
"Registration Statement" shall mean a registration statement relating to
the Common Stock on such form as counsel to the Company deems appropriate to be
filed with the Commission, as such registration statement may be amended from
time to time.
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"Securities Act" shall mean the Securities Act of 1933, as amended, and
all rules and regulations promulgated thereunder.
"Subject Shares" shall have the meaning ascribed in the Recitals hereof.
1.2 Permitted Transferees. "Permitted Transferees" shall mean any
subsidiary of Banner to whom Banner has (a) transferred five percent (5%) or
more of the aggregate Subject Shares and (b) assigned its registrations rights
under this Agreement. In the event that Banner transfers the requisite
percentage of Subject Shares and assigns its registration rights under this
Agreement, it shall be a condition precedent to such transfer and assignment
that Banner give prior written notice thereof to the Company.
1.3 Registrable Common Stock. "Registrable Common Stock" means the Subject
Shares held by Banner or its Permitted Transferees (as the case may be), until
such time as the Common Stock ceases to be registrable as provided in Section
2.2 of this Agreement.
1.4 Registration Expenses. "Registration Expenses" shall mean any and all
expenses reasonably attributable to the registration of the Registrable Common
Stock, including, without limitation, the following expenses: (a) all filing
fees; (b) all fees and expenses of complying with securities or blue sky laws
(including reasonable fees and disbursements of counsel for the underwriters in
connection with blue sky qualification of the Registrable Common Stock); (c) all
fees and expenses incurred in connection with the listing of the Registrable
Common Stock on any securities exchange or other market (including, but not
limited to, NASDAQ) pursuant to Section 3.4(j) of this Agreement and all fees of
the National Association of Securities Dealers; (d) the fees and disbursements
of counsel retained by the Company in connection with each such registration or
listing on a stock exchange and of its independent public accountants; (e) the
fees and disbursements of counsel retained by Holder and any underwriter; (f)
all commissions, fees and disbursements of underwriters; (g) all underwriting
discounts and commissions applicable to the Registrable Common Stock; (h) all
printing expenses; and (i) all other out-of-pocket expenses of the Company
incurred in connection with the registration of the Registrable Common Stock.
ARTICLE II
SECURITIES SUBJECT TO THIS AGREEMENT
2.1 Securities Subject to this Agreement. The securities entitled to the
benefits of this Agreement are shares of the Registrable Common Stock.
2.2 Termination of Entitlement. For purposes of this Agreement, the
Subject Shares will cease to be Registrable Common Stock when: (a) a
Registration Statement with respect to the sale of the Subject Shares shall have
become effective under the Securities Act and the Subject Shares shall have been
transferred pursuant to such Registration Statement; (b) the Subject Shares
shall have been transferred pursuant to Rule 144 (or any successor provisions)
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under the Securities Act; (c) certificates for the Subject Shares not bearing a
legend restricting transfer thereof under the Securities Act shall have been
delivered by the Company and, in the opinion of counsel for the Company,
transfer of such shares may be made without registration or qualification under
the Securities Act; or (d) the Subject Shares shall have ceased to be
outstanding.
ARTICLE III
REGISTRATION RIGHTS
3.1 Demand Registration.
(a) Request for Registration. At any time, a Holder of Registrable
Common Stock may make a written request for registration under the
Securities Act of all or part of its Registrable Common Stock (a "Demand
Registration"). Except as set forth below, there shall be no limit on the
number of Demand Registrations that may be requested by Banner or its
Permitted Transferees, as the case may be.
Such requests for a Demand Registration will specify the aggregate
number of shares proposed to be sold and will also specify the intended
method of disposition thereof. The Company will use its best efforts to
effect such registration; provided, however, that the Company shall not be
obligated to take any action to effect any such registration,
qualification or compliance pursuant to this Agreement: (i) within sixty
(60) days immediately following the effective date of a Registration
Statement pertaining to a public offering of securities of the Company
(other than a registration relating solely to employee benefit plans);
(ii) if at the time of the request to register the Holder's Registrable
Common Stock, the Company gives notice within thirty (30) days of such
request that it intends to initiate within sixty (60) days thereafter a
registered public offering (other than a registration relating solely to
employee benefit plans); or (iii) if at the time of the request, the
Holder could sell all of the Registrable Common Stock requested to be
registered under Rule 144 during the three-month period following such
request, or if, in the opinion of counsel for the Company reasonably
satisfactory to the Holder, the proposed sale of its Registrable Common
Stock is otherwise exempt from registration under the Securities Act.
(b) Effective Registration and Expenses. A Registration Statement
will not count as a Demand Registration until it has become effective.
Except as set forth below in Section 3.1(d), in any registration initiated
as a Demand Registration, Banner or its Permitted Transferee, as the case
may be, will pay or cause to be paid all Registration Expenses in
connection therewith, whether or not the Registration Statement becomes
effective.
(c) Underwriting. If the Holder intends to distribute the
Registrable Common Stock covered by its request by means of an
underwritten offering, it shall so advise the
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Company as a part of its request made pursuant to Section 3.1(a). The
Holder of the Registrable Common Stock to be registered thereunder may
select and obtain the investment banker or investment bankers and manager
or managers that will administer the offering; provided, however, that
such investment bankers and managers must be reasonably satisfactory to
the Company.
(d) Priority on Demand Registration. If the Underwriter does not
limit the number of Registrable Common Stock to be underwritten in a
Demand Registration, the Company may include securities for its own
account or the account of others in such registration if the underwriters
so agree and if the number of Registrable Common Stock which would
otherwise have been included in such registration and underwriting will
not thereby be limited. In the event that the Company elects to include
securities for its own account or the account of others pursuant to this
Section 3.1(d), then notwithstanding anything to the contrary, the Company
will pay or cause to be paid, the pro rata portion of: (i) any filing fees
for such securities to be registered by the Company; (ii) underwriting
discounts and commissions applicable to the Company's securities; and
(iii) any additional incremental costs, including without limitation,
printing expenses attributable to the offer, sale and registration of the
Company's securities in such Demand Registration.
3.2 Piggy-Back Registration.
(a) If at any time or from time to time during the five-year period
commencing from the date of this Agreement, the Company proposes to file a
Registration Statement under the Securities Act with respect to an
offering for its own account or for the account of others of any class of
equity security (other than a registration relating solely to employee
benefit plans or a registration on any registration form which dos not
include substantially the same information as would be required to be
included in a Registration Statement covering the sale of Registrable
Common Stock), then the Company shall in each case give written notice of
such proposed filing to the Holder of Registrable Common Stock at least
sixty (60) days before the anticipated filing date (the "Piggy-Back
Registration Notice"), and such notice shall offer the Holder the
opportunity to register such Registrable Common Stock as such Holder may
request in writing to the Company within twenty (20) days after the date
of the Piggy-Back Registration Notice (a "Piggy-Back Registration").
(b) Underwriting. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holder as part of the Piggy-Back Registration
Notice. The Company shall have the right to select and obtain the services
of the investment banker or investment bankers and manager or managers
that will administer the offering. The right of a Holder to registration
shall be conditioned upon such Holder's participating in such underwriting
and the inclusion of such Holder's Registrable Common Stock in the
underwriting to the extent provided herein.
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(c) Subject to the provisions of Section 3.2(d), the Company shall
use its best efforts to cause the managing underwriter or underwriters of
a proposed underwritten offering to commit to the Holder of Registrable
Common Stock who has requested within twenty (20) days of receipt of the
Company's notice to be included in the registration for such offering (the
"Requesting Holder") to include such Registrable Common Stock in such
offering on the same terms and conditions as any similar securities of the
Company included therein; provided, however, that the Company shall not be
required to effect any such registration for any Holder if at the time of
the request such Holder could sell all of the Registrable Common Stock
specified in its request under Rule 144, or in any other transaction that
is exempt from registration under the Securities Act, during the
three-month period following such request.
(d) Priority on Piggy-Back Registration. Notwithstanding any other
division of this Section 3.2, if the underwriter for the Company
determines that market factors require a limitation of the number of
shares to be underwritten, the underwriter may exclude some or all
Registrable Common Stock from such registration and underwriting. The
Company shall so advise the Holder and the number of shares of Registrable
Common Stock to be offered by the Holder pursuant to the Piggy-Back
Registration will be reduced to the extent necessary to reduce the total
number of shares of Common Stock to be included in such offering to the
number recommended by the underwriter(s).
(e) Expenses. In connection with a Piggy-Back Registration, the
Company will pay all of the Registration Expenses, except for the pro rata
portion of: (i) any filing fees attributable to the Holder's Registrable
Common Stock; (ii) underwriting discounts and commissions applicable to
the Holder's Registrable Common Stock; and (iii) any additional
incremental costs, including, without limitation, printing expenses
attributable to the offer, sale and registration of the Holder's
Registrable Common Stock in such Piggy-Back Registration.
3.3 Holdback Agreements.
(a) Registrations on Public Sale or Distribution. To the extent not
inconsistent with applicable law, the Holder agrees not to effect any
public sale or distribution of Registrable Common Stock, including a sale
pursuant to Rule 144 under the Securities Act during the sixty (60) day
period prior to, and during the ninety (90) day period beginning on, the
effective date of a Registration Statement in which shares of its
Registrable Common Stock are registered (except as part of such
registration), if and to the extent requested by the Company or by the
underwriter(s) in the case of an underwritten public offering.
(b) Stop Orders; Suspension of Effectiveness. If, in the case of
either a Demand Registration or a Piggy-Back Registration, a stop order is
imposed or if for any other reason the effectiveness of either a Demand
Registration or Piggy-Back Registration is suspended, then the Holder
agrees to stop distribution of its Common Stock thereunder immediately
upon written notice thereof from the Company.
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3.4 Registration Procedures. Whenever the Holder has requested that any
Registrable Common Stock be registered pursuant to this Agreement, the Company
will use its best efforts to effect the registration of such Registrable Common
Stock in accordance with the intended method of distribution therefore as
quickly as is reasonably practicable, and in connection with any such request,
the Company will:
(a) in connection with a request pursuant to Section 3.1, prepare
and file with the Commission, not later than ninety (90) days after
receipt of a request to file a Registration Statement with respect to
Registrable Common Stock, a Registration Statement on any form for which
the Company then qualifies and which counsel for the Company shall deem
appropriate and which form shall be available for the registration of such
Registrable Common Stock in accordance with the intended method of
distribution thereof, and use its best efforts to cause such Registration
Statement to become effective; provided that if the Company shall furnish
to the Holder certified resolutions signed by the Chief Executive Officer
of the Company stating that in the good faith judgement of the Board of
Directors it would be significantly disadvantageous to the Company and its
stockholders for such a Registration Statement to be filed on or before
the date filing would be required, the Company shall have an additional
period of not more than sixty (60) days within which to file such
Registration Statement;
(b) in connection with a registration pursuant to Section 3.1,
prepare and file with the Commission such amendments and supplements to
such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement
effective for a period of not less than one hundred eighty (180) days or
such shorter period which will terminate when all Registrable Common Stock
covered by such Registration Statement have been sold (but not before the
expiration of the ninety (90) day period referred to in Section 4(3) of
the Act and Rule 174 thereunder, if applicable), and comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Common Stock covered by such Registration Statement during
such period in accordance with the intended methods of disposition by the
Holders set forth in such Registration Statement;
(c) furnish to each seller of Registrable Common Stock, prior to
filing a Registration Statement, copies of such Registration Statement as
proposed to be filed, and thereafter such number of copies of such
Registration Statement, each amendment and supplement thereto (in each
case including all exhibits thereto), the prospectus included in such
Registration Statement (including each preliminary prospectus) and such
other documents as such seller may reasonably request in order to
facilitate the disposition of the Registrable Common Stock owned by such
seller;
(d) use its best efforts to register or qualify such Registrable
Common Stock under such other securities or blue sky laws of such
jurisdiction as any seller reasonably requests and do any and all other
acts and things which may be reasonably necessary or advisable to enable
such seller to consummate the disposition in such jurisdiction of the
Registrable Common Stock owned by such seller; provided, that the Company
will not be required to (i) qualify generally to do business in any
jurisdiction where it would not
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otherwise be required to qualify but for this paragraph (d), (ii) subject
itself to taxation in any such jurisdiction or (iii) consent to general
service of process in any such jurisdiction;
(e) notify each seller of the Registrable Common Stock, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such Registration Statement contains an untrue
statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein
misleading. The Company will prepare a supplement or amendment to such
prospectus as may be appropriate and use its best efforts to cause such
supplement or amendment to become effective so that, as thereafter
delivered to the purchasers of such Registrable Common Stock, such
prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to
make the statements therein not misleading;
(f) enter into customary agreements (including an underwriting
agreement in customary form) and take such other actions as are reasonably
required in order to expedite or facilitate the disposition of such
Registrable Common Stock;
(g) make available for inspection by any seller of Registrable
Common Stock, any underwriter participating in any disposition pursuant to
such Registration Statement, and any attorney, accountant or other agent
retained by any such seller or underwriter (collectively, the
"Inspectors"), all financial and other records, pertinent corporate
documents and properties of the Company (collectively, the "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 supply all information reasonably requested by any such
Inspectors in connection with such Registration Statement. Records which
the Company determines, in good faith, to be confidential and which it
notifies the Inspectors are confidential shall not be disclosed by the
Inspectors unless (i) the disclosure of such records is necessary to avoid
or correct a misstatement or omission in the Registration Statement or
(ii) the release of such Records is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction. Each seller of
Registrable Common Stock agrees that it will, upon learning that
disclosure of such Records is sought in a court of competent jurisdiction,
give notice to the Company and allow the Company, at the Company's
expense, to undertake appropriate action to prevent disclosure of the
Records deemed confidential.
(h) in the event such sale is pursuant to an underwritten offering,
use its best efforts to obtain (i) a "cold comfort" letter from the
Company's independent public accountants in customary form and covering
such matters of the type customarily covered by "cold comfort" letters as
the Holder or the managing underwriter reasonably request and (ii) an
opinion or opinions of counsel for the Company in customary form;
(i) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering a period of twelve (12) months,
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beginning within three months after the effective date of the Registrable
Statement, which earning statement shall satisfy the provisions of Section
11(a) of the Securities Act; and
(j) cause all such Registrable Common Stock to be listed on each
securities exchange or market on which similar securities issued by the
Company are then listed, provided that the applicable listing requirements
are satisfied.
The Company may require each seller of Registrable Common Stock as to
which any registration is being effected to furnish to the Company such
information regarding the distribution of such securities as the Company may
from time to time reasonably request in writing.
The Holder agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3.4(e) hereof, such
Holder will forthwith discontinue disposition of Registrable Common Stock
pursuant to the Registration Statement covering such Registrable Common Stock
until such Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3.4(e) hereof, and, if so directed by the
Company such Holder will deliver to the Company (at the Company's expense) all
copies, other than permanent file copies then in such Holder's possession, of
the prospectus covering such Registrable Common Stock at the time of receipt of
such notice.
3.5 Indemnification and Contribution.
(a) Indemnification by the Company. The Company agrees to indemnify,
to the extent permitted by law, the Holder, its officers, directors and
agents and each Person who controls such Holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) from
and against any losses, claims, damages, liabilities and expenses
resulting from any untrue statement of material fact contained in any
Registration Statement, prospectus or preliminary prospectus or any
omission of a material fact required to be stated therein or necessary to
make the statements therein (in the case of a prospectus, in the light of
the circumstances under which they were made) not misleading, except
insofar as the same are caused by or contained in any information or
affidavit with respect to such Holder furnished in writing to the Company
by, or on behalf of, such Holder, expressly for inclusion in any
Registration Statement or prospectus.
(b) Indemnification by Holder. In connection with any Registration
Statement in which the Holder is participating, such Holder will furnish
to the Company in writing such information and affidavits with respect to
such Holder as the Company reasonably requests 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 Section 14 of
the Securities Act or Section 20 of the Exchange Act) from and against any
losses, claims, damages, liabilities and expenses resulting from any
untrue statement of a material fact or any omission or a material fact
required to be stated in the Registration
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Statement or preliminary, final or summary prospectus or any amendment
thereof or supplement thereto, or necessary to make the statements therein
(in the case of a preliminary, final or summary prospectus, in the light
of the circumstances under which they were made) not misleading to the
extent, but only to the extent, that such untrue statement or omission is
contained in any information or affidavit with respect to such Holder so
furnished in writing by, or on behalf of, such Holder expressly for
inclusion in any Registration Statement or prospectus.
(c) Conduct of Indemnification Proceedings. Any person entitled to
indemnification hereunder agrees promptly to give written notice to the
indemnifying party after the receipt of 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 will claim
indemnification or contribution pursuant to this Agreement and, unless in
the reasonable judgment of 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 participate in and
assume the defense of such claim with counsel reasonably satisfactory to
such indemnified party. 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 reasonable judgment of such 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 reasonable fees
and expenses of such additional counsel or counsels. The indemnifying
party will not be subject to any liability for any settlement made without
its consent, which consent shall not be unreasonably withheld.
(d) Contribution. If the indemnification provided for in this
Section 3.5 from the indemnifying party is unavailable to an indemnified
party hereunder in respect to any losses, claims, damages, liabilities or
expenses referred to herein, then the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid
or payable to such indemnified party as a result of such losses, claims,
damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and indemnified
parties 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 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 related to information
supplied by, such indemnifying party and indemnified parties, 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 3.5(c), any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or
proceeding.
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The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 3.5(d) 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 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.
3.6 Participation in Underwritten Registrations. The Holder may not
participate in any underwritten registration hereunder unless such Holder (a)
agrees to sell its Registrable Common Stock on the basis provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.
3.7 Rule 144. The Company covenants that it will file the reports required
to be filed by it under the Exchange Act and the rules and regulations adopted
by the Commission thereunder; and it will take such further action as any Holder
may reasonably request, all to the extent required from time to time to enable
such Holder to sell Registrable Common Stock without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule 144,
or (b) any similar rule or regulation hereafter adopted by the Commission. Upon
the request of any Holder, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.
ARTICLE IV
MISCELLANEOUS
4.1 Inconsistent Agreements. The Company will not hereafter enter into any
agreement with respect to its securities which is inconsistent with this
Agreement. The Company has not previously entered into any agreement with
respect to any of its securities granting any registration rights to any person.
4.2 Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the Company has obtained the written consent of Holders of at least a
majority of the Registrable Common Stock which are then outstanding affected by
such amendment, modification, supplement, waiver or departure.
4.3 Notices. All notices, requests, demands and other communications under
this Agreement must be in writing and will be deemed duly given, unless
otherwise expressly indicated to the contrary, (i) when personally delivered,
(ii) upon receipt of a telephonic facsimile transmission with confirmed
telephonic transmission answer back, (iii) three (3) days after having been
deposited in the United States Mail, certified or registered, return receipt
required, postage prepaid, or (iv) business day after having been dispatched by
a nationally recognized overnight courier service, addressed to the parties or
their permitted assigns at the
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following addresses (or at such other address or number as is given in writing
by any of the parties to the others) as follows:
If to the Company: The ▇▇▇▇▇▇▇▇▇ Corporation
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Senior Vice President
If to Banner: Banner Aerospace, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Senior Vice President
4.4 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their successors
and permitted assigns.
4.5 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
4.6 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
4.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
4.8 Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the parties
to this Agreement shall be enforceable to the fullest extent permitted by law.
4.9 Entire Agreement. This Agreement constitutes the entire agreement with
respect to the subject matter hereof and supersedes all prior written and oral
agreements with respect thereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
THE ▇▇▇▇▇▇▇▇▇ CORPORATION
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Vice President
BANNER AEROSPACE, INC.
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President and CFO