OR UNENFORCEABLE, THE REMAINDER OF THE TERMS,
PROVISIONS, COVENANTS AND RESTRICTIONS 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, PROVISION, COVENANT OR RESTRICTION.
IT IS HEREBY
STIPULATED AND DECLARED TO BE THE INTENTION OF THE PARTIES THAT THEY WOULD HAVE
EXECUTED THE REMAINING TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS WITHOUT
INCLUDING ANY OF SUCH THAT MAY BE HEREAFTER DECLARED INVALID, ILLEGAL, VOID OR
UNENFORCEABLE.
(J)
SECURITIES HELD BY THE COMPANY OR ITS
AFFILIATES.
WHENEVER THE CONSENT OR APPROVAL OF HOLDERS OF A SPECIFIED
PERCENTAGE IN AMOUNT OF REGISTRABLE SECURITIES IS REQUIRED HEREUNDER,
REGISTRABLE SECURITIES HELD BY THE COMPANY OR ITS AFFILIATES (AS SUCH TERM IS
DEFINED
21
IN RULE 405 UNDER THE SECURITIES ACT) OTHER THAN THE INITIAL PURCHASERS OR
HOLDERS DEEMED TO BE AFFILIATES SOLELY BY REASON OF THEIR HOLDINGS OF SUCH
REGISTRABLE SECURITIES SHALL NOT BE COUNTED IN DETERMINING WHETHER SUCH CONSENT
OR APPROVAL WAS GIVEN BY THE HOLDERS OF SUCH REQUIRED PERCENTAGE; PROVIDED THAT
REGISTRABLE SECURITIES THAT THE COMPANY OR AN AFFILIATE OF THE COMPANY OFFERS TO
PURCHASE OR ACQUIRES PURSUANT TO AN OFFER, EXCHANGE OFFER, TENDER OFFER OR
OTHERWISE SHALL NOT BE DEEMED TO BE HELD BY THE COMPANY OR SUCH AFFILIATE UNTIL
LEGAL TITLE TO SUCH REGISTRABLE SECURITIES PASSES TO THE COMPANY OR SUCH
AFFILIATE, AS THE CASE MAY BE.
(K)
THIRD-PARTY BENEFICIARIES.
HOLDERS OF REGISTRABLE
SECURITIES ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS AGREEMENT AND THIS
AGREEMENT MAY BE ENFORCED BY SUCH PERSONS.
(L)
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH
THE PURCHASE AGREEMENT AND THE INDENTURE, IS INTENDED BY THE PARTIES AS A FINAL
AND EXCLUSIVE STATEMENT OF THE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO
IN RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN AND THEREIN AND ANY AND ALL
PRIOR ORAL OR WRITTEN AGREEMENTS, REPRESENTATIONS, OR WARRANTIES, CONTRACTS,
UNDERSTANDINGS, CORRESPONDENCE, CONVERSATIONS AND MEMORANDA BETWEEN THE INITIAL
PURCHASERS ON THE ONE HAND AND THE COMPANY ON THE OTHER, OR BETWEEN OR AMONG ANY
AGENTS, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN
INTEREST OR SUCCESSORS IN INTEREST WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
THEREOF ARE MERGED HEREIN AND REPLACED HEREBY.
22
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.
SHUFFLE MASTER, INC.
By:
/s/ Paul Meyer
Name:
Paul Meyer
Title:
President
DEUTSCHE BANK SECURITIES INC.
GOLDMAN, SACHS & CO.
BY: DEUTSCHE BANK SECURITIES INC.
By:
/s/ Arthur Goldfrank
Name:
Arthur Goldfrank
Title:
Director
By:
/s/ M Nayber
Name:
M Nayber
Title:
Director
[Signature Page to Registration Rights Agreement]