respect of the offer and sale of
shares of Common Stock for the account of the Company resulting in aggregate net
proceeds to the Company and any stockholders selling shares of Common Stock in
such offering of not less than $50,000,000; or
(v)in the case of any Investor that is not a natural person, such Investor's
Affiliates.
(c)As used herein, "Affiliate" means, with respect to any Person, any Person
(other than portfolio companies of such Person) directly or indirectly
controlling, controlled by or under common control with such Person. No Limited
Transferee of any Person shall be an "Affiliate" of such Person for any purpose
under this Agreement.
1.2
Legend. Certificates representing Securities (if any) (other than
Securities transferred pursuant to (i) an Approved Sale (with respect to the
second legend), (ii) Rule 144 promulgated under the Securities Act or (iii) a
sale in connection with a Public Offering), shall bear the following legends (in
addition to any other legend required under applicable law):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
4
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS OR THE
DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO
THE CORPORATION, THAT SUCH REGISTRATION IS NOT REQUIRED.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND
CONDITIONS OF A SECURITIES HOLDERS AGREEMENT BY AND AMONG THE COMPANY AND THE
HOLDERS SPECIFIED THEREIN, AS AMENDED FROM TIME TO TIME (THE "SECURITIES HOLDERS
AGREEMENT"), A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE
COMPANY. THE SALE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE SECURITIES
IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARE TRANSFERABLE OR
OTHERWISE DISPOSABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.
1.3
Notation. A notation will be made in the appropriate transfer records of
the Company with respect to the restrictions on transfer of the Securities
referred to in this Agreement.
ARTICLE II
OTHER COVENANTS AND REPRESENTATIONS
2.1
Inspection and Access. The Company shall provide the Centerbridge Fund
and the Major Stockholder with the following information for so long as such
party owns Securities:
(a)unaudited monthly (as soon as available and in any event within 30 days of
the end of each month), unaudited quarterly (as soon as available and in any
event within 45 days of the end of each quarter) and audited (by a nationally
recognized accounting firm) annual (as soon as available and in any event within
90 days of the end of each year) financial statements prepared in accordance
with generally accepted accounting principles in the United States as in effect
from time to time, which statements shall include:
(i)the consolidated balance sheets of Seitel, Inc. ("Seitel") (and, to the
extent otherwise prepared and available, the Company) and its