REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of June 5, 1998, among
Panavision Inc., a Delaware corporation (the "Company"), and PX Holding
Corporation, a Delaware corporation ("PX Holding").
WHEREAS, the Company, PX Holding and PX Merger Corporation, a
Delaware corporation, a Delaware corporation, have entered into an
Agreement of Recapitalization and Merger, dated as of December 18, 1997
(the "Merger Agreement"), pursuant to which, among other things, the
Company will issue to the PX Holding shares of its common stock, par value
$0.01 per share (the "Common Stock");
WHEREAS, the Board of Directors of the Company has authorized the
officers of the Company to execute and deliver this Agreement in the name
and on behalf of the Company;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties to this Agreement hereby agree as
follows:
1. Definitions. As used in this Agreement, the following terms
shall have the following meanings:
"Holder" means PX Holding and any other person that owns
Registrable Securities, including their respective successors and assigns
who acquire Registrable Securities, directly or indirectly, from PX Holding
or such other person, respectively. For purposes of this Agreement, the
Company may deem and treat the registered holder of a Registrable Security
as the Holder and absolute owner thereof, and the Company shall not be
affected by any notice to the contrary.
"Registrable Securities" means (a) any shares of Common Stock
issued in accordance with Section 5.4 of the Merger Agreement upon
consummation of the Merger (b) any shares of Common Stock acquired by PX
Holding the open market at a time when such party is deemed to be an
"affiliate" (as such term is defined under Rule 144 under the Securities
Act) of the Company and (c) any securities issued or issuable in respect of
the Common Stock referred to in clauses (a)and (b) above, by way of stock
dividend or stock split or in connection with a combination of shares,
recapitalization, reclassification, merger or consolidation, and any other
securities issued pursuant to any other pro rata distribution with respect
to such Common Stock. For purposes of this Agreement, a Registrable
Security ceases to be a Registrable Security when (x) it has been
effectively registered under the Securities Act and sold or distributed to
the public in accordance with an effective registration statement covering
it (and has not been reacquired in the manner described in clause (c)
above), or (y) it is sold or distributed to the public pursuant to Rule 144
(or any successor or similar provision) under the Securities Act.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended
from time to time.
2. Demand Registration. (a) If at any time any Holder shall
request the Company in writing to register under the Securities Act all or
a part of the Registrable Securities held by such Holder (a "Demand
Registration"), the Company shall use all reasonable efforts to cause to be
filed and declared effective as soon as reasonably practicable (but in no
event later than the 45th day after such Holder's request is made) a
registration statement providing for the sale of all such Registrable
Securities by such Holder. The Company agrees to use its reasonable
efforts to keep any such registration statement continuously effective and
usable for resale of Registrable Securities for so long as the Holder whose
Registrable Securities are included therein shall request. The Company
shall be obligated to file registration statements pursuant to this Section
2(a) until all Registrable Securities have ceased to be Registrable
Securities. Each registration statement filed pursuant to this Section
2(a) is hereinafter referred to as a "Demand Registration Statement." The
Company may, if permitted by law, effect any registration pursuant to this
Section 2(a) by the filing of a registration statement on Form S-3.
However, if such registration involves an underwritten public offering and
the managing underwriter(s) at any time shall notify the Company in writing
that, in the sole judgment of such managing underwriter(s), inclusion of
some or all of the information required in a more detailed form specified
in such notice is of material importance to the success of the public
offering of such Registrable Securities, the Company shall use all
reasonable efforts to supplement or amend the registration statement to
include such information.
(b) The Company agrees (i) not to effect any public or private
sale, distribution or purchase of any of its securities which are the same
as or similar to the Registrable Securities, including a sale pursuant to
Regulation D under the Securities Act, during the 15-day period prior to,
and during the 45-day period beginning on, the closing date of each
underwritten offering under any Demand Registration Statement, and (ii) to
use reasonable efforts to cause each holder of its securities purchased
from the Company, at any time on or after the date of this Agreement (other
than in a registered public offering) to agree not to effect any public
sale or distribution of any such securities during such period, including a
sale pursuant to Rule 144 under the Securities Act.
(c) The Company may postpone for a reasonable period of time,
not to exceed 30 days, the filing or the effectiveness of any Demand
Registration Statement if (i) the Board of Directors of the Company in good
faith determines that (A) such registration would have a material adverse
effect on any plan or proposal by the Company with respect to any
financing, acquisition, recapitalization, reorganization or other material
transaction, or (B) the Company is in possession of material non-public
information that, if publicly disclosed, would result in a material
disruption of a major corporate development or transaction then pending or
in progress or in other material adverse consequences to the Company, and
(ii) the Company so notifies the Holder(s) within five days after the
Holder(s) requests such registration. The Company's right to defer the
filing of a registration statement pursuant to the provisions of the
preceding sentence may not be exercised more than once during any 12 month
period.
(d) If at any time any Holder of Registrable Securities to be
covered by a Demand Registration Statement desires to sell Registrable
Securities in an underwritten offering, such Holder shall have the right to
select any nationally recognized investment banking firm(s) to administer
the offering, subject to the approval of the Company, which approval shall
not be unreasonably withheld, and the Company shall enter into underwriting
agreements with the underwriter(s) of such offering, which agreements shall
contain such representations and warranties by the Company, and such other
terms, conditions and indemnities as are at the time customarily contained
in underwriting agreements for similar offerings and the Company shall take
or cause to be taken all such other actions as are reasonably requested by
the managing underwriter(s) in order to expedite or facilitate the
registration and disposition of the Registrable Securities, including,
without limitation, causing management to participate in "road show"
presentations.
3. Incidental Registration. Subject to the terms and
conditions set forth in this Section 3, if the Company proposes at any time
to register any common equity securities (the "Initially Proposed Shares")
under the Securities Act for sale, whether or not for its own account,
pursuant to an underwritten offering, the Company will promptly give
written notice to the Holders of its intention to effect such registration
(such notice to specify, among other things, the proposed offering price,
the kind and number of securities proposed to be registered and the
distribution arrangements, including identification of the underwriter(s)),
and the Holders shall be entitled to include in such registration
statement, as a part of such underwritten offering, such number of shares
(the "Holder Shares") to be sold for the account of the Holders (on the
same terms and conditions as the Initially Proposed Shares) as shall be
specified in a request in writing delivered to the Company within 15 days
after the date upon which the Company gave the aforementioned notice.
The Company's obligations to include Holder Shares in a
registration statement pursuant to this Section 3 is subject to each of the
following limitations, conditions and qualifications:
i) If, at any time after giving written notice of its
intention to effect a registration of any of its common equity
securities and prior to the effective date of any registration
statement filed in connection with such registration, the Company
shall determine for any reason not to register all of such shares, the
Company may, at its election, give written notice of such
determination to the Holders and thereupon it shall be relieved of its
obligation to use any efforts to register any Holder Shares in
connection with such aborted registration (but not from its obligation
to pay the Registration Expenses (as defined herein) in connection
therewith).
ii) If the managing underwriter(s) of such offering shall
notify in writing the Company and each Holder who shall have requested
the inclusion of Registrable Securities in such underwritten offering
that, in the good faith judgment of such managing underwriter(s), the
distribution of all or a specified portion of the Holder Shares would
materially interfere with the registration and sale, in accordance
with the intended method thereof, of the Initially Proposed Shares,
then the number of Holder Shares to be included in such registration
statement shall be reduced to such number, if any, that, in the good
faith judgment of such managing underwriter(s), can be included
without such interference. If, as a result of the cutback provisions
of the preceding sentence, the Holders are not entitled to include all
of the Holder Shares in such registration, such Holders may elect to
withdraw their request to include Holder Shares in such registration.
If the Company shall so request in writing, each Holder agrees
not to effect any public or private sale or distribution of any Registrable
Securities (other than the Holder Shares) during the 15-day period prior to
and during the 45-day period beginning on, the closing date of any
underwritten public offering of shares of Common Stock made for the
Company's own account.
4. Registration Procedures. (a) Whenever the Company is
required to use all reasonable efforts to effect the registration of any
Registrable Securities under the Securities Act pursuant to the terms and
conditions of Section 2(a) or 3 (such Registrable Securities being
hereinafter referred to as "Subject Shares"), the Company will use all
reasonable efforts to effect the registration and sale of the Subject
Shares in accordance with the intended method of disposition thereof.
Without limiting the generality of the foregoing, the Company will as soon
as practicable:
i) furnish to each Holder of Subject Shares (a
"Participating Holder") and to each managing underwriter, if any, a
reasonable time in advance of their filing with the SEC, any
registration statement, amendment or supplement thereto, and any
prospectus used in connection therewith, and each Participating Holder
shall have the opportunity to object to any information pertaining to
such Participating Holder and its plan of distribution that is
contained therein and the Company will make the corrections reasonably
requested by such Participating Holder with respect to such
information prior to filing any such registration statement or any
amendment or supplement thereto; and furnish a copy of any and all
transmittal letters or other correspondence with the SEC or any other
governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange)
relating to such offering of Registrable Securities;
ii) prepare and file with the SEC a registration statement
with respect to the Subject Shares in form and substance satisfactory
to the Participating Holders, and use all reasonable efforts to cause
such registration statement to become effective as soon as possible;
iii) prepare and file with the SEC 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 the applicable period and to comply with the
provisions of the Securities Act with respect to the disposition of
all Subject Shares and other securities covered by such registration
statement;
iv) furnish each Participating Holder and each managing
underwriter, if any, without charge, such number of copies of such
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) and any other prospectus filed under Rule 424 promulgated
under the Securities Act relating to the Registrable Securities and
such other documents as such Participating Holder or such underwriter
may reasonably request;
v) after the filing of the registration statement, promptly
notify each Participating Holder and each managing underwriter, if
any, of any stop order issued or, to the knowledge of the Company,
threatened to be issued by the SEC;
vi) use all reasonable efforts to register or qualify the
Subject Shares covered by such registration statement under the
securities or blue sky laws of such jurisdictions (including any
foreign country or any political subdivision thereof) as the managing
underwriter(s) shall reasonably recommend, and do any and all other
acts and things which may be reasonably necessary or advisable to
enable the Participating Holders to consummate the disposition in such
jurisdictions of the Subject Shares covered by such registration
statement, except that the Company shall not for any such purpose be
required to (A) qualify generally to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified, (B)
subject itself to taxation in any jurisdiction wherein it is not so
subject, or (C) consent to general service of process in any such
jurisdiction or otherwise take any action that would subject it to the
general jurisdiction of the courts of any jurisdiction in which it is
not so subject;
vii) promptly inform each Participating Holder and the
managing underwriter(s), if any (x) in the case of any offering of the
Registrable Securities in respect of which a registration statement is
filed under the Securities Act, of the date on which a registration
statement or any post-effective amendment thereto has been filed and
when the same has become effective and, if applicable, of the date of
filing a Rule 430A prospectus, (y) of any written comments from the
SEC with respect to any filing referred to in clause (x) and 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 or (z) of the receipt by
the Company of any notification with respect to the suspension of the
qualification of any Registrable Securities for sale under the
applicable securities or blue sky laws of any jurisdiction;
viii) otherwise use its reasonable efforts to comply with
all applicable rules and regulations of the SEC;
ix) provide a transfer agent and registrar for all
Registrable Securities covered by such registration statement not
later than the effective date of such registration statement;
x) furnish, at the Company's expense, unlegended
certificates representing ownership of the securities being sold in
such denominations as shall be requested and instruct the transfer
agent to release any stop transfer orders with respect to the Subject
Shares being sold;
xi) notify each Participating Holder at any time when a
prospectus relating to the Subject Shares 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
any untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein (in the case of the
prospectus or any preliminary prospectus, in light of the
circumstances under which they were made) not misleading, and the
Company will, as promptly as practicable thereafter, prepare and file
with the SEC and furnish a supplement or amendment to such prospectus
so that, as thereafter delivered to the purchasers of Subject Shares
such prospectus will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the
prospectus or any preliminary prospectus, in light of the
circumstances under which they were made) not misleading;
xii) enter into customary agreements (including an
underwriting agreement in customary form in the case of an
underwritten offering) and make such representations and warranties to
the sellers and underwriter(s) as in form and substance and scope are
customarily made by issuers to underwriters in underwritten offerings
and take such other actions as the Holders or the managing
underwriter(s) or agent, if any, reasonably require in order to
expedite or facilitate the disposition of such Subject Shares. A
Participating Holder may, at its option, require that any or all of
the representations and warranties by, and the other agreements on the
part of, the Company to and for the benefit of such underwriter(s)
also be made to and for the benefit of the Participating Holder, and
that any or all of the conditions precedent to the obligations of such
underwriter(s) under such underwriting agreement also be conditions
precedent to the obligations of the Participating Holder;
xiii) make available for inspection by the Participating
Holders, any underwriter or agent participating in any disposition
pursuant to such registration statement, and any attorney, accountant
or other similar professional advisor retained by any such
Participating Holders or underwriter (collectively, the "Inspectors"),
all pertinent 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 Inspector in connection with such registration statement;
xiv) make available senior management personnel of the
Company to participate in, and cause them to cooperate with the
underwriter(s) in connection with, "road show" and other customary
marketing activities, including "one-on-one" meetings with prospective
purchasers of the Subject Shares;
xv) obtain for delivery to the Company, the underwriter(s)
or their agent, with copies to the Participating Holders, 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 Participating Holders or the
managing underwriter(s) reasonably request;
xvi) obtain for delivery to the Participating Holders and
the underwriter(s) or their agent an opinion or opinions from counsel
for the Company in customary form and reasonably satisfactory to the
Participating Holders, underwriters or agents and their counsel;
xvii) make available to its security holders earnings
statements, which need not be audited, satisfying the provisions of
Section 11(a) of the Securities Act no later than 90 days after the
end of the 12-month period beginning with the first month of the
Company's first quarter commencing after the effective date of the
registration statement, which earnings statements shall cover said
12-month period;
xviii) make every reasonable effort to prevent the issuance
of any stop order suspending the effectiveness of the registration
statement or of any order preventing or suspending the effectiveness
of such registration statement at the earliest possible moment;
xix) cause the Subject Shares to be registered with or
approved by such other governmental agencies or authorities (including
foreign governmental agencies and authorities) as may be necessary to
enable the sellers thereof or the underwriters(s), if any, to
consummate the disposition of such Subject Shares;
xx) cooperate with the Holders and the managing
underwriter(s), if any, or any other interested party (including any
interested broker-dealer) in making any filings or submission required
to be made, and the furnishing of all appropriate information in
connection therewith, with the National Association of Securities
Dealers, Inc. ("NASD");
xxi) cause its subsidiaries to take action necessary to
effect the registration of the Subject Shares contemplated hereby,
including filing any required financial information;
xxii) effect the listing of the Subject Shares on the New
York Stock Exchange or such other national securities exchange or
over-the-counter market on which shares of the Common Stock shall then
be listed; and
xxiii) take all other steps necessary to effect the
registration of the Subject Shares contemplated hereby.
(b) The Holders shall provide (in writing and signed by the
Holders and stated to be specifically for use in the related registration
statement, preliminary prospectus, prospectus or other document incident
thereto) all such information and materials and take all such action as may
be required in order to permit the Company to comply with all applicable
requirements of the SEC and any applicable state securities laws and to
obtain any desired acceleration of the effective date of any registration
statement prepared and filed by the Company pursuant to this Agreement.
(c) The Holders shall, if requested by the Company or the
managing underwriter(s) in connection with any proposed registration and
distribution pursuant to this Agreement, (i) agree to sell the Subject
Shares on the basis provided in any underwriting arrangements entered into
in connection therewith and (ii) complete and execute all questionnaires,
powers of attorney, indemnities, underwriting agreements and other
documents customary in similar offerings; provided, however, that in no
event shall a Participating Holder be required to make any representations
or warranties to or agreements with the Company or the underwriter(s) other
than representations, warranties or agreements regarding the Participating
Holder and its ownership of the securities being registered on its behalf
and its intended method of distribution and any other representation
required by law.
(d) Upon receipt of any notice from the Company that the
Company has become aware that the prospectus (including any preliminary
prospectus) included in any registration statement filed pursuant to
Section 2(a) or Section 3, as then in effect, contains any untrue statement
of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading,
the Holders shall forthwith discontinue disposition of Subject Shares
pursuant to the registration statement covering the same until the Holders'
receipt of copies of a supplemented or amended prospectus and, if so
directed by the Company, deliver to the Company (at the Company's expense)
all copies other than permanent file copies then in the Holder's
possession, of the prospectus covering the Subject Shares that was in
effect prior to such amendment or supplement.
(e) The Company shall pay all Registration Expenses. For
purposes of this Agreement, "Registration Expenses" shall mean all expenses
incident to the Company's performance of or compliance with its obligations
under this Agreement to effect the registration of Registrable Securities
pursuant to Section 2(a) or Section 3 of this Agreement, and the
disposition of such securities, including, without limitation, all
registration, filing, qualification and other fees and expenses of
complying with securities or blue sky laws, transfer agents and registrars'
fees, all word processing, duplicating and printing expenses, the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of any special audits or "cold comfort"
letters required by or incident to such performance and compliance, but
excluding underwriting discounts and commissions in respect of Registrable
Securities and the fees and disbursements of any counsel retained by the
Participating Holders (which underwriting discounts and commissions and
fees and disbursements of counsel shall be paid by the Participating
Holders).
(f) In connection with any sale of Subject Shares that are
registered pursuant to this Agreement, the Company and the Holders shall
enter into an agreement providing for indemnification of the Holders by the
Company, and indemnification of the Company by the Holders, on terms
customary for such agreements at that time (it being understood that any
disputes arising as to what is customary shall be resolved by counsel to
the underwriter(s)).
5. Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be effective
(a) upon hand delivery or delivery by telecopy or facsimile at the address
or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business
day following such delivery (if delivered other than on a business day
during normal business hours where such notice is to be received) or (b) on
the third business day following the date of mailing by express courier
service, fully prepaid, addressed to such address, or upon actual service,
fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The addresses for such
communications shall be:
If to the Company, to:
Panavision Inc.
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Telecopier Number: (▇▇▇) ▇▇▇-▇▇▇▇
and
Panavision Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telecopier Number: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telecopier Number: (▇▇▇) ▇▇▇-▇▇▇▇
If to PX Holding, to:
PX Holding Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇
Attention: General Counsel
Telecopier Number: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telecopier Number: (▇▇▇) ▇▇▇-▇▇▇▇
If to any other Holder,
to such name at such address as such Holder shall have indicated
in a written notice delivered to the other parties to this
Agreement.
Any party hereto may from time to time change its address for notices under
this Section 5 by giving at least 10 days' notice of such changes to the
other parties hereto.
6. Waivers. No waiver by any party of any default with respect
to any provision, condition or requirement hereof shall be deemed to be a
continuing waiver in the future thereof or a waiver of any other provision,
condition or requirement hereof; nor shall any delay or omission of any
party to exercise any right hereunder in any manner impair the exercise of
any such right accruing to it thereafter.
7. Headings. The headings herein are for convenience only, do
not constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof.
8. Successors and Assigns; Amendments. This Agreement shall be
binding upon and inure to the benefit of the parties and their successors
and assigns, including without limitation and without the need for an
express assignment each subsequent Holder of any Registrable Securities.
Except as provided in this Section 8, neither the Company nor any Holder
shall assign this Agreement or any rights hereunder without the prior
written consent of the other parties hereto; provided, that in connection
with a bona fide pledge by the Holder of any Registrable Securities, the
Holder may assign its rights under this Agreement to the beneficiary of
such pledge. The assignment by a party of this Agreement or any rights
hereunder shall not affect the obligations of such party hereunder. This
Agreement may not be amended except by a written instrument executed by the
parties hereto.
9. No Third Party Beneficiaries. This Agreement is intended
for the benefit of the parties hereto and their respective permitted
successors and assigns and is not for the benefit of, nor may any provision
hereof be enforced by, any other person.
10. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Delaware without regard to the principles of conflicts of laws.
11. Entire Agreement. This Agreement contains the entire
agreement of the parties hereto in respect of the subject matter hereof and
supersedes all prior agreements and understandings between the parties with
respect to the subject matter hereof.
12. Execution. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party
and delivered to the other party, it being understood that both parties
need not sign the same counterpart.
13. Available Information. If at any time the Company is
required to file reports in compliance with either Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Company will comply with all rules and regulations of the SEC
applicable in connection with the use of Rule 144 or Rule 144A promulgated
under the Securities Act and will, upon the request of any Holder, take
such other actions and furnish the Holder with information as the Holder
may reasonably request in order to avail itself of such rule or any other
rule or regulation of the SEC allowing the Holder to sell any Registrable
Securities without registration, and will, at its expense, forthwith upon
the request of the Holder, deliver to such party a certificate, signed by
the Company's principal financial officer, stating (a) the Company's name,
address and telephone number (including area code), (b) the Company's
Internal Revenue Service identification number, (c) the Company's SEC file
number, (d) the number of shares of each class of stock outstanding as
shown by the most recent report or statement published by the Company, and
(e) whether the Company has filed the reports required to be filed under
the Exchange Act for a period of at least 90 days prior to the date of such
certificate and in addition has filed the most recent annual report
required to be filed thereunder or as to such matters as would then be
required to establish compliance with Rule 144 or any successor rule or
rules under the Securities Act. If at any time the Company is not required
to file reports in compliance with either Section 13 or Section 15(d) of
the Exchange Act, the Company at its expense will, forthwith upon the
written request of the Holder, make available adequate current public
information with respect to the Company within the meaning of paragraph
(c)(2) of Rule 144.
14. Injunctions. Irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in
accordance with its specific 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 and 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.
15. Severability. If any term or provisions of this Agreement
is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the terms and provisions set forth herein
shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term or
provision.
16. Further Assurances. Subject to the specific terms of this
Agreement, each Holder and the Company shall make, execute, acknowledge and
deliver such other instruments and documents, and take all such other
actions, as may be reasonably required in order to effectuate the purposes
of this Agreement and to consummate the transactions contemplated hereby.
17. No Other Registration Rights. The Company represents and
warrants to each Stockholder that there is not in effect on the date of
this Agreement any agreement by the Company (other than this Agreement)
pursuant to which any holders of securities of the Company have a right to
cause the Company to register or qualify such securities under the
Securities Act or any securities or blue sky laws of any jurisdiction.
18. Recapitalization, Exchanges, etc., Affecting the Company's
Capital Stock. The provisions of this Agreement shall apply to the full
extent set forth herein with respect to any and all shares of capital stock
of the Company or any successor or assign of the Company (whether by
merger, consolidation, sale of assets or otherwise), or at the election of
a Holder, any person who controls any of the foregoing, which may be issued
in respect of, in exchange for or in substitution of, the Registrable
Securities.
19. Defined Terms. All capitalized terms used herein but not
defined shall have the meanings ascribed to such terms in the
Recapitalization Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized officers as of the date
hereof.
PANAVISION INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman and Chief Executive
Officer
PX HOLDING CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President