such securities shall have ceased to
be outstanding, or (d) the Commission makes a definitive determination to
Paramount that the Registrable Securities are salable under Rule 144(k).
"Registration Statement" means a registration statement filed by Paramount with
the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder for a public offering and sale of Common
Stock (other than a registration statement on Form S-4 or Form S-8, or their
successors, or any registration statement covering only securities proposed to
be issued in exchange for securities or assets of another entity).
"Securities Act" means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be
in effect at the time.
"Underwriter" means a securities dealer who purchases any Registrable Securities
as principal in an underwritten offering and not as part of such dealer's
market-making activities.
SECTION 1.2
DESCRIPTIVE HEADINGS; CERTAIN
INTERPRETATIONS. THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE
PURPOSES ONLY AND SHALL NOT CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OF
THIS AGREEMENT. EXCEPT WHERE EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, THE
FOLLOWING RULES OF INTERPRETATION APPLY TO THIS AGREEMENT:
(I) "OR" IS NOT
EXCLUSIVE AND "INCLUDE", "INCLUDES" AND "INCLUDING" ARE NOT LIMITING;
(II) "HEREOF", "HERETO", "HEREBY", "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO
ANY PARTICULAR PROVISION OF THIS AGREEMENT; (III) "DATE HEREOF" REFERS TO THE
DATE OF THIS AGREEMENT; (IV) "EXTENT" IN THE PHRASE "TO THE EXTENT" MEANS THE
DEGREE TO WHICH A SUBJECT OR OTHER THING EXTENDS, AND SUCH PHRASE DOES NOT MEAN
SIMPLY "IF"; (V) DEFINITIONS CONTAINED IN THIS AGREEMENT ARE APPLICABLE TO THE
SINGULAR AS WELL AS THE PLURAL FORMS OF SUCH TERMS; (VI) REFERENCES TO AN
AGREEMENT OR INSTRUMENT MEAN SUCH AGREEMENT OR INSTRUMENT AS FROM TIME TO TIME
AMENDED, MODIFIED OR SUPPLEMENTED; (VII) REFERENCES TO A PERSON ARE ALSO TO ITS
PERMITTED SUCCESSORS AND ASSIGNS; (VIII) REFERENCES TO AN "ARTICLE", "SECTION",
"CLAUSE" OR "EXHIBIT" REFER TO AN ARTICLE OF, A SECTION OR CLAUSE OF, OR AN
EXHIBIT TO, THIS AGREEMENT; (IX) WORDS IMPORTING THE MASCULINE GENDER INCLUDE
THE FEMININE OR NEUTER AND, IN EACH CASE, VICE VERSA; AND (X) REFERENCES TO A
LAW INCLUDE ANY AMENDMENT OR MODIFICATION TO SUCH LAW AND ANY RULES OR
REGULATIONS ISSUED THEREUNDER, WHETHER SUCH AMENDMENT OR MODIFICATION IS MADE,
OR ISSUANCE OF SUCH RULES OR REGULATIONS OCCURS, BEFORE OR AFTER THE DATE OF
THIS AGREEMENT.
2
ARTICLE 2
REGISTRATION RIGHTS
SECTION 2.1
DEMAND REGISTRATION.
(A)
REQUEST FOR REGISTRATION. AT ANY TIME AND
FROM TIME TO TIME ON OR AFTER THE LOCK-UP RELEASE DATE, THE SELLERS (OR THEIR
PERMITTED TRANSFEREES) HOLDING A MAJORITY-IN-INTEREST OF THE REGISTRABLE
SECURITIES MAY MAKE A WRITTEN DEMAND FOR REGISTRATION UNDER THE SECURITIES ACT
OF ALL OR PART OF THEIR RESPECTIVE REGISTRABLE SECURITIES (SUCH DEMAND FOR
REGISTRATION, A "DEMAND REGISTRATION"). ANY DEMAND REGISTRATION SHALL SPECIFY
THE NUMBER OF SHARES OF