MATTERS TO WHICH
IT HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH. EACH OF THE PARTIES HERETO
EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF
VENUE OF ANY ACTION, SUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM
THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK, AND HEREBY OR THEREBY FURTHER EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY
WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION,
SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
4
1.9
Specific Enforcement
THE PARTIES ACKNOWLEDGE AND AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE
EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN
ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT IS
ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR
INJUNCTIONS TO PREVENT BREACHES OR THREATENED BREACHES OF THIS AGREEMENT AND TO
ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT IN ANY COURT OF
COMPETENT JURISDICTION, IN EACH CASE WITHOUT PROOF OF DAMAGES OR OTHERWISE (AND
EACH PARTY HEREBY WAIVES ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND
IN CONNECTION WITH SUCH REMEDY), THIS BEING IN ADDITION TO ANY OTHER REMEDY TO
WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY. THE PARTIES AGREE NOT TO ASSERT
THAT A REMEDY OF SPECIFIC ENFORCEMENT IS UNENFORCEABLE, INVALID, CONTRARY TO LAW
OR INEQUITABLE FOR ANY REASON, NOR TO ASSERT THAT A REMEDY OF MONETARY DAMAGES
WOULD PROVIDE AN ADEQUATE REMEDY.
1.10
Governing Law
The internal law of the State of New York shall govern and be used to construe
this Agreement without giving effect to applicable principles of conflicts of
law to the extent that the application of the laws of another jurisdiction would
be required thereby.
ARTICLE 2
REGISTRATION RIGHTS
2.1
Registration
2.1.1 Shelf Registration.
(a)
Subject to Section 2.1.2, TERP shall file a Shelf Registration Statement for a
public offering of all Registrable Shares (the "Shelf Registration"), as set
forth in this Section 2.1.1, on or prior to the later of (i) thirty (30) days
following the date on which TERP has made all then-required filings on Forms
10-K and 10-Q under the U.S. Exchange Act and (ii) thirty (30) days following
the date of this Agreement. For the avoidance of doubt, nothing in this
Agreement shall require TERP to provide for an underwritten offering or
"piggyback" registration rights.
(b)
If the Registrable Shares are held by the SunEdison Holders at the time TERP
files the Shelf Registration Statement in accordance with Section 2.1.1(a), such
Shelf Registration Statement shall identify the SunEdison Holders as the selling
stockholders and shall provide only for the sale of the Registrable Shares
thereunder (i) to creditors or shareholders of SunEdison in accordance with
SunEdison's then-current plan of reorganization, if the distribution of such
Registrable Shares to the creditors or shareholders of