Exhibit 10.55
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"),
dated August 24, 1999 is made and entered into by and among Communication
Telesystems International, a California corporation (the "COMPANY"), and The
TVG Asian Communications Fund, a Cayman Islands corporation ("TVG").
RECITALS
WHEREAS, the Company and TVG, together with WorldxChange
B.V.B.A. ("WXBV") and, for the limited purposes specified therein,
WorldxChange Pty. Ltd. ("PTY") and certain other parties named therein, are
parties to that certain Stock Purchase Agreement, dated as of August 24, 1999
(the "PURCHASE AGREEMENT"), pursuant to which WXBV has agreed to acquire from
TVG, in exchange for a total of 1,450,000 shares (the "COMPANY SHARES") of
the common stock, no par value, of the Company (plus the cash payment
specified therein) all ordinary shares of PTY owned by TVG; and
WHEREAS, in order to induce TVG to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement with respect to the "REGISTRABLE SECURITIES" (as such term is
defined in Section 1).
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants and agreements herein contained, the parties, intending to
be legally bound, hereby agree as follows:
1. DEFINITIONS. FOR PURPOSES OF THIS AGREEMENT:
(a) the term "BONA FIDE PUBLIC OFFERING" means an underwritten public
offering pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 ACT"), covering the offer and
sale of Common Stock of the Company in which aggregate proceeds to the
Company and the selling shareholders exceed $25,000,000;
(b) the term "COMMON STOCK" means the Company's authorized voting
common stock, no par value, and any class of securities issued in exchange
for the Common Stock or into which the Common Stock is converted;
(c) the term "HOLDER" means TVG or any permitted transferee of
Registrable Securities pursuant to the Purchase Agreement in accordance
with Section 10 hereof;
(d) the term "INITIATING HOLDERS" means the Holders of 30% or more of
the Registrable Securities then outstanding;
(e) the term "REGISTRABLE SECURITIES" means: (i) the Company Shares
and (ii) any Common Stock of the Company issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is
issued as) a dividend or other distribution with respect to, or in exchange
for or in replacement of such Company Shares;
(f) the term "REGISTRATION EXPENSES" means all expenses incurred by
the Company in complying with Sections 2 and 3 hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, accountants' fees and expenses,
and blue sky fees and expenses;
(g) the terms "REGISTER," "REGISTERED" and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the 1933 Act, and the declaration or
ordering of the effectiveness of such registration statement or document by
the Securities and Exchange Commission;
(h) the term "SELLING EXPENSES" means all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities, the
fees and disbursements of any counsel engaged by the Holders and any other
expenses incurred by the Holders in connection with the registration and
sale of the Registrable Securities;
(i) the number of shares of Registrable Securities "THEN OUTSTANDING"
shall be the number of shares of Common Stock outstanding which are, and
the number of shares of Common Stock which upon issuance of then
exercisable or convertible securities will be, Registrable Securities; and
(j) the term "THIRD PARTY HOLDER" means any person other than a Holder
with registration rights with respect to securities of the Company.
2. DEMAND REGISTRATION RIGHTS.
(a) If the Company shall receive, at any time during the one-year
period commencing three years after the date of this Agreement (and in such
additional years as may be required by Section 2(d)), a written request
from the Initiating Holders with respect to the Registrable Securities that
the Company file a registration statement under the 1933 Act covering the
registration of Registrable Securities having an estimated aggregate
initial public offering price of not less than $5,000,000, provided that a
Bona Fide Public Offering has not been commenced by the Company, the
Company shall promptly give written notice of such request to all Holders
and shall use reasonable efforts to effect the registration under the 1933
Act of all such Registrable Securities which the Initiating Holders request
to be registered, together with all of the Registrable Securities of any
other Holder or Holders who so request by notice to the Company which is
given within 10 days after receipt of the notice from the
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Company described above. Notwithstanding the foregoing, if the Company
shall furnish to the Initiating Holders a certificate signed by the
President of the Company stating that in the good faith judgment of the
Board of Directors it would be seriously detrimental to the Company for
a registration statement to be filed in the near future, then the
Company's obligation to use its reasonable efforts to file a
registration statement shall be deferred for a period not to exceed 90
days (provided, however, that the Company may make only one such
deferral with respect to each demand registration). Securities of the
Company to be sold by the Company or by a Third Party Holder may be
included in such registration statement, subject to the provisions of
Section 2(c) below.
(b) If the Initiating Holders intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they shall
so advise the Company as a part of their request made pursuant to this
Section 2 and the Company shall include such information in the written
notice referred to in Section 2(a). In such event, the right of any Holder
to include its Registrable Securities in such registration shall be
conditioned upon such Holder's participation in such underwriting and the
inclusion of such Holder's Registrable Securities in the underwriting
(unless otherwise mutually agreed by a majority in interest of the
Initiating Holders, by the underwriter, by the Company, and by such Holder)
to the extent provided herein.
(c) All Holders and Third Party Holders proposing to distribute their
securities through such underwriting (together with the Company as provided
in Section 4(e)) shall enter into an underwriting agreement in customary
form with the representative of the underwriter or underwriters selected
for such underwriting by the Company, or if no underwriter is selected by
the Company, by a majority in interest of the Initiating Holders and
reasonably acceptable to the Company. Notwithstanding any other provisions
of this Section 2, if the underwriter advises the Initiating Holders in
writing that marketing factors require a limitation of the number of shares
to be underwritten, the Initiating Holders shall so advise all Holders of
Registrable Securities, and the number of shares of Registrable Securities
that may be included in the registration and underwriting by the Holders
shall be allocated among all Holders thereof, all Third Party Holders, and
the Company, pro rata based on the number of shares for which registration
was requested. No Registrable Securities excluded from the underwriting by
reason of the marketing limitation shall be included in such registration.
If any Holder of Registrable Securities disapproves of the terms of the
underwriting, such person may elect to withdraw therefrom by written notice
to the Company, the underwriter and, unless otherwise provided, the
Initiating Holders.
(d) The Company is obligated to effect only one demand registration
for the Holders pursuant to this Section 2; provided, however, that if any
Registrable Securities of a Holder requested to be registered (regardless
of whether a Holder withdraws such Registrable Securities pursuant to
Section 2(c) or Section 6) are excluded by the underwriter in a demand
registration pursuant to
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Section 2(c) or in a "piggyback" registration pursuant to Section 6
(which excluded Registrable Securities are referred to herein as the
"EXCLUDED SECURITIES"), then the Company, upon the demand of the
Initiating Holders three or more years after the date of this Agreement,
shall be obligated to effect one additional demand registration under
this Section 2 each year with respect to the Excluded Securities of such
Holder, until such time as (i) such Holder may freely (except as may be
restricted by Rule 144 under the 1933 Act) sell all of the Excluded
Securities without registration under the 1933 Act within the then
following six months and (ii) the Excluded Securities are listed on a
securities exchange or qualified for trading on an over-the-counter
system selected by the Company.
(e) The demand registration rights provided by the Company to any
Holder pursuant to Section 2 of this Agreement shall immediately terminate
upon the closing of a Bona Fide Public Offering by the Company.
(f) A registration requested pursuant to this Section 2 shall not be
deemed to have been effected (a) unless a registration statement with
respect thereto has become effective or (b) if after it has become
effective, the effectiveness of such registration statement is terminated
or suspended by a stop order, injunction or other order of the SEC or other
governmental agency or court, unless such order, injunction or other order
is lifted or stayed within 30 days of the issuance of such stop order,
injunction or other order. The Company shall use its reasonable best
efforts to keep such registration statement effective for up to 60 days
after such registration statement has become effective.
3. PIGGY-BACK REGISTRATION RIGHTS. If at any time the Company proposes to
register (including for this purpose a registration effected by the Company for
shareholders other than the Holders) any of its securities under the 1933 Act in
connection with the public offering of such securities solely for cash (other
than a registration form relating to: (a) a registration of a stock option,
stock purchase or compensation or incentive plan or of stock issued or issuable
pursuant to any such plan, or a dividend investment plan; (b) a registration of
securities proposed to be issued in exchange for securities or assets of, or in
connection with a merger or consolidation with, another corporation; or (c) a
registration of securities proposed to be issued in exchange for other
securities of the Company), the Company shall, each such time, promptly give
each Holder written notice of such registration together with a list of the
jurisdictions in which the Company intends to attempt to qualify such securities
under applicable state securities laws. Upon the written request of any Holder
given within 30 days after receipt of such written notice from the Company in
accordance with Section 14, the Company shall (subject to the provisions of
Section 6 in the case of an underwritten offering) cause to be registered under
the 1933 Act all of the Registrable Securities that each such Holder has
requested to be registered; provided, however, in the event and to the extent
such a Holder may freely (except as may be restricted by Rule 144 under the 1933
Act) sell all of its Registrable Securities without registration under the 1933
Act and the person acquiring the securities does not acquire "restricted
securities" within the meaning of Rule 144, the Company may elect not to
register such Registrable Securities.
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4. OBLIGATIONS OF THE COMPANY. Whenever required under this Agreement to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:
(a) Prepare and file with the Securities and Exchange Commission
("SEC") a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement to
become effective;
(b) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of
the 1933 Act with respect to the disposition of all securities covered by
such registration statement;
(c) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements
of the 1933 Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned
by them;
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under the securities laws of such
jurisdictions as shall be necessary for the distribution of the securities
covered by the registration statement and such jurisdictions as the Holders
participating in the offering shall reasonably request, provided that the
Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service
of process in any such jurisdiction, and further provided that (anything in
this Agreement to the contrary notwithstanding with respect to the bearing
of expenses) if any jurisdiction in which the securities shall be qualified
shall require that expenses incurred in connection with the qualification
of the securities in that jurisdiction be borne by selling shareholders,
such expenses shall be payable by the selling Holders pro rata, to the
extent required by such jurisdiction;
(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement with commercially
reasonable and customary terms generally satisfactory to the managing
underwriter of such offering. Each Holder participating in such
underwriting shall also enter into and perform its obligations under such
an agreement; and
(f) Use its reasonable best efforts to cause all such Registrable
Securities to be listed on a securities exchange or to qualify such
Registrable Securities for trading on an over-the-counter system selected
by the Company;
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(g) Provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement
and thereafter maintain such a transfer agent and registrar;
(h) In the event of any underwritten public offering, make available
for inspection, at reasonable times during normal business hours, by any
underwriter participating in such public offering and any attorney,
accountant or other agent retained by such underwriter, such financial and
other records, pertinent corporate documents and properties of the Company
as may be reasonably requested by such underwriter, and cause the Company's
officers, directors, employees and independent accountants to supply such
information as may be reasonably requested by any such underwriter,
attorney, accountant or agent in connection with such public offering
(provided, however, that such inspection and supplying of records and
documents shall be subject to the execution by each requesting party of a
confidentiality and non-disclosure agreement in a form reasonably
acceptable to the Company);
(i) Permit any Holder participating in such registration, which
Holder, in such Holder's reasonable judgment, might be deemed to be an
underwriter or controlling person of the Company, to participate in the
preparation of the registration statement in connection with such
registration and to propose the insertion therein of material which in the
reasonable judgment of such Holder and its counsel should be included;
(j) In connection with underwritten offerings, make available
appropriate management personnel for participation in the preparation and
drafting of such registration or comparable statement, for due diligence
meetings and for "road show" meetings;
(k) In the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the
qualification of any Registrable Securities included in such registration
statement for sale in any jurisdiction, the Company will use its reasonable
best efforts promptly to obtain the withdrawal of such order, provided that
in the Company's opinion, in consultation with its counsel, there is a good
faith argument for the removal of such order;
(l) Obtain a cold comfort letter from the Company's independent public
accountants addressed to the selling Holders of Registrable Securities in
customary form and covering such matters of the type customarily covered by
cold comfort letters as the Holders of a majority of the Registrable
Securities being sold reasonably request; and
(m) Furnish, at the request of Holders of a majority of the
Registrable Securities participating in the registration, to each seller of
Registrable Securities a signed counterpart, addressed to such seller (and
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underwriters, if any) of an opinion of counsel for the Company, dated the
effective date of such registration statement (or, if such registration
includes an underwritten public offering, dated the date of the closing
under the underwriting agreement), reasonably satisfactory in form and
substance to such Holder covering substantially the same matters with
respect to such registration (and the prospectus included therein) as are
customarily covered in opinions of issuer's counsel to underwriters in
underwritten public offerings.
5. FURNISH INFORMATION. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement that
the selling Holders shall furnish to the Company such information regarding
themselves, the Registrable Securities held by them, and the intended method of
disposition of such securities as shall be required to effect the registration
of their Registrable Securities. In that connection, each selling Holder shall
be required to represent to the Company that all such information which is given
is both complete and accurate in all material respects.
6. UNDERWRITING REQUIREMENTS. The right of any Holder to "piggyback" in
an underwritten public offering of the Company's securities pursuant to Section
3 shall be conditioned upon such Holder's participation in such underwriting and
the inclusion of such Holder's Registrable Securities in the underwriting to the
extent provided herein. All Holders proposing to distribute their securities
through such underwriting shall (together with the Company and any other holders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for underwriting by the Company. Notwithstanding any other provision of
Section 3 and this Section 6, if the underwriter determines that marketing
factors require a limitation of the number of shares to be underwritten, and (a)
if such registration is the first registered offering of the Company's
securities to the public, the underwriter may exclude some or all of the
Registrable Securities from such registration and underwriting, provided that
the Holders are allowed to participate in the offering in the same proportion
(based on the total number of securities requested to be registered) as any
other shareholder of the Company participating in the offering, and (b) if such
registration is other than the first registered offering of the Company's
securities to the public, the underwriter may exclude some or all Registrable
Securities from such registration and underwriting, provided that all of the
shares requested to be registered by shareholders other than Holders and Third
Party Holders shall first be excluded and thereafter, only to the extent deemed
necessary by the underwriter, shares requested to be registered by Holders and
Third Party Holders shall be reduced pro rata based on the number of securities
respectively requested by them to be registered. Any reduction in the number of
Registrable Securities included in such registration shall be borne equally by
the Holders and any Third Party Holders as a group pro rata based on the number
of shares for which registration was requested. If any Holder disapproves of the
terms of any such underwriting, it may elect to withdraw therefrom by written
notice to the Company and the underwriter. Any Registrable Securities excluded
or withdrawn from such underwriting shall be withdrawn from such registration.
Third Party Holders "piggybacking" on a demand registration demanded by the
Initiating Holders under Section 2 above shall be subject to the same
conditions,
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requirements and limitations that are applicable to a Holder under this
Section 6 in the event of an underwritten public offering.
7. EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Agreement shall be borne by the Company, and all Selling Expenses shall be borne
by the Holders of the securities so registered pro rata on the basis of the
number of shares so registered.
8. DELAY OF REGISTRATION. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any registration as the
result of any controversy that might arise with respect to the interpretation or
implementation of this Agreement.
9. INDEMNIFICATION. If any Registrable Securities are included in a
registration statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, the officers, directors and partners of each
Holder, any underwriter (as defined in the 1933 Act) for such Holder and
each person, if any, who controls such Holder or underwriter within the
meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended
(the "1934 ACT"), against any losses, claims, damages, or liabilities
(joint or several) to which they or any of them may become subject under
the 1933 Act, the 1934 Act or any other federal or state law, insofar as
such losses, claims, damages, or liabilities (or actions in respect
thereof) arise from or are based upon any of the following statements,
omissions or violations (collectively a "VIOLATION"): (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto; or
(ii) the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein
not misleading; and the Company will reimburse each such Holder, officer,
director or partner, underwriter or controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability, or action; provided,
however, that the indemnity agreement contained in this Section 9 shall not
apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of
the Company (which consent shall not be unreasonably withheld), nor shall
the Company be liable in any such case for any such loss, claim, damage,
liability, or action to the extent that it arises from or is based upon a
violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such
registration by any such Holder, underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder will indemnify
and hold harmless the Company, each of its directors, each of its officers
who have signed the registration statement, each person, if any, who
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controls the Company within the meaning of the 1933 Act, any underwriter
(within the meaning of the 1933 Act) for the Company, any person who
controls such underwriter, any other Holder selling securities in such
registration statement or any of its directors or officers or any person
who controls such Holder against any losses, claims, damages or liabilities
(joint or several) to which the Company or any such director, officer,
controlling person, or underwriter or other such Holder or director,
officer or controlling person may become subject, under the 1933 Act, the
1934 Act or any other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereto) arise from or are
based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder expressly for use in
connection with such registration; and each such Holder will reimburse any
legal or other expenses reasonably incurred by the Company or any such
director, officer, controlling person, underwriter or controlling person,
other Holder, officer, director or controlling person in connection with
investigation or defending any such loss, claim, damage, liability, or
action; provided, however, that the indemnity agreement contained in this
Section 9 shall not apply to amounts paid in settlement of any such loss,
claim damage, liability or action if such settlement is effected without
the consent of the Holder which consent shall not be unreasonably withheld.
(c) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 9
is applicable but for any reason is held to be unavailable from the Company
or any Holder, the Company and the Holders participating in the
registration shall contribute to the aggregate losses, claims, damages and
liabilities (including any investigation, legal and other expenses incurred
in connection with, and any amount paid in settlement of, any action, suit
or proceeding or any claims asserted) to which the Company and the
participating Holders may be subject in such proportion so that the
participating Holders are responsible for that portion of the foregoing
amount represented by the ratio of the proceeds received by the
participating Holders in the offering to the total proceeds received from
the offering by the Company and all selling shareholders (other than
participating Holders) and the Company shall be responsible for the portion
represented by the ratio of proceeds received by the Company to the total
proceeds received by the Company and all selling shareholders (other than
participating Holders); provided, however, that such portions shall be
adjusted as may be just and equitable to take into account the relative
fault of the participating Holders and the Company; provided further,
however, that no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 9(c), each person, if any, who controls the
Company or any Holder within the meaning of the 1933 Act, each officer of
the Company who shall have signed the registration statement and each
director of the Company shall have the same rights to contribution as the
Company.
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(d) No settlement shall be effected without the prior written consent
of the Holders participating in a registration unless (i) the obligations
of the Company for indemnification or contribution pursuant to this
Agreement survive and are not extinguished by reason of the settlement and
remain in full force and effect under applicable federal and state laws,
rules, regulations and orders or (ii) all claims and actions against the
participating Holders and each person who controls a participating holder
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act are extinguished by the settlement and the indemnifying party obtains a
full release of all claims and actions against the participating Holders
and each such control person, which release shall be to the reasonable
satisfaction of the participating Holders.
(e) Promptly after receipt by an indemnified party under this Section
9 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to
be made against any indemnifying party under this Section 9, notify the
indemnifying party in writing of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the
fees and expenses to be paid by the indemnifying party, if representation
of such indemnified party by the counsel retained by the indemnifying party
would be inappropriate due to actual or potential differing interests
between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to notify an indemnifying party
within a reasonable time of the commencement of any such action, to the
extent prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Section 9, but the omission so to notify the indemnifying party will not
relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 9.
(f) The obligations of the Company and the Holders under this
Section 9 shall survive through the completion of any offering of
Registrable Securities in a registration statement made under the terms of
this Agreement.
10. ASSIGNMENT OF REGISTRATION RIGHTS. The rights of a Holder under
this Agreement may be assigned by a Holder only to a permitted transferee of
such securities pursuant to Section 5.3 of the Purchase Agreement, provided the
Company is, within a reasonable time after such transfer, furnished with written
notice of the name and address of such transferee and the securities with
respect to which such registration rights are being assigned; provided, however,
that no such assignment shall be effective if, immediately following the
transfer, the transferee is free to dispose of all of such securities without
regard to any restrictions imposed under the 1933 Act.
11. SUBSEQUENT REGISTRATION RIGHTS. The Company may grant registration
rights to parties other than the Holders; provided, however, that in the event
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the Company shall grant any person registration rights containing terms more
favorable than the terms granted herein, the more favorable terms shall
automatically be deemed granted to the Holders and incorporated herein by
reference. Prior to the date of this Agreement, the Company has not granted
registration rights to any other person that are still in effect and that are on
terms more favorable than the terms granted herein.
12. "MARKET STAND-OFF" AGREEMENT. Each Holder hereby agrees that it
shall not, to the extent requested by the Company and an underwriter of Common
Stock (or other securities) of the Company, sell or otherwise transfer or
dispose of any Registrable Securities in a market transaction during a period
deemed by the underwriter to be necessary or appropriate following the effective
date of a registration statement of the Company filed under the 1933 Act,
provided that Roger B. Abbott, Rosalind Abbott, and Edward S. Soren are subject
to such an agreement for the same period. In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with respect to the
Registrable Securities of each Holder (and the shares or securities of every
other person subject to the foregoing restriction) until the end of such period.
13. AMENDMENTS AND WAIVERS. The provisions of this Agreement, including
the provisions of this sentence, 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 then outstanding Registrable Securities. Notwithstanding
the foregoing, a waiver or consent to departure from the provisions hereof with
respect to a matter which relates exclusively to the rights of Holders of
Registrable Securities whose securities are being sold pursuant to a
registration statement and which does not directly or indirectly affect the
rights of other holders of Registrable Securities may be given by the holders of
a majority of the Registrable Securities being sold; provided, however, that the
provisions of this sentence may not be amended, modified or supplemented except
in accordance with the provisions of the immediately preceding sentence.
14. NOTICES. All notices, demands and requests required by this
Agreement shall be in writing and shall be deemed to have been given for all
purposes (a) upon personal delivery, (b) one business day after being sent, when
sent by professional overnight courier service from and to locations within the
continental United States, or (c) five days after posting when sent by
registered or certified mail (return receipt requested), addressed to the
Company or TVG at its address set forth on the signature page hereof. Any party
hereto may from time to time by notice in writing served upon the others as
provided herein, designate a different mailing address or a different person to
which such notices or demands are thereafter to be addressed or delivered.
15. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which shall be deemed to be an original, and when
executed, separately or together, shall constitute a single original instrument,
effective in the same manner as if the parties hereto had executed one and the
same instrument.
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16. CAPTIONS. Captions are provided herein for convenience only and
they are not to serve as a basis for interpretation or construction of this
Agreement, nor as evidence of the intention of the parties hereto.
17. CROSS-REFERENCES. All cross-references in this Agreement, unless
specifically directed to another agreement or document, refer to provisions
within this Agreement.
18. GOVERNING LAW. This Agreement shall be governed by, interpreted
under, and construed and enforced in accordance with the internal laws, and not
the laws pertaining to conflicts or choice of laws, of the State of California
applicable to agreements made and to be performed wholly within the State of
California. In the event a judicial or other proceeding is necessary to resolve
any dispute hereunder, the sole forum for resolving disputes arising under or
relating to this Agreement shall be the Municipal and Superior Courts for the
County of San Diego, State of California, or the federal district court for the
district of California associated with such county and all related appellate
courts and the parties hereby consent to the jurisdiction of such courts, and
that venue shall be in such county.
19. SEVERABILITY. The provisions of this Agreement are severable. The
invalidity, in whole or in part, of any provision of this Agreement shall not
affect the validity or enforceability of any other of its provisions. If one or
more provisions hereof shall be declared invalid or unenforceable, the remaining
provisions shall remain in full force and effect and shall be construed in the
broadest possible manner to effectuate the purposes hereof. The parties further
agree to replace such void or unenforceable provisions of this Agreement with
valid and enforceable provisions which will achieve, to the extent possible, the
economic, business and other purposes of the void or unenforceable provisions.
20. ENTIRE AGREEMENT. This Agreement contains the entire understanding
among the parties hereto with respect to the subject matter hereof and
supersedes all prior written and oral agreements, understandings, commitments
and practices between the parties, including all prior agreements with respect
to registration rights.
21. CONSIDERATION FOR APPROVALS OR WAIVERS. No consideration shall be
paid to any Holder to obtain such Holder's approval for or waiver of any
amendment of this Agreement or any matter requiring the approval or consent of
the Holders hereunder unless such consideration is also offered to all Holders,
pro rata based upon the number of Registrable Securities held by the Holders.
22. REMEDIES. Subject to Section 8 (Delay of Registration), each Holder
of Registrable Securities, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement with the intent and agreement that the same shall be effective
as of the day and year first above written.
THE COMPANY:
Communication Telesystems International,
a California corporation
By: /s/ Edward S. Soren
-----------------------------------
Title: Executive Vice President
--------------------------------
Address: 9999 Willow Creek Road
San Diego, California 92131
Attn: Legal Department
Fax: (619) 452-3780
TVG:
The TVG Asian Communications Fund,
a Cayman Islands corporation
By: John Troy
----------------------------------
Title:
-------------------------------
Address: c/o Telecom Venture Group Limited
2015 Jardine House
1 Connaught Place Central
Hong Kong
Attention: John Troy
Fax: (852) 2147-3320
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