EXHIBIT 10.30
REGISTRATION RIGHTS
AGREEMENT
Registration Rights Agreement, dated
as of May 10, 2005 (this “ Agreement ”), by and
among Lazard Group Finance LLC, a Delaware limited liability
company (the “ Issuer ”), Lazard Ltd, an
exempted company organized under the laws of Bermuda (“
PubliCo ”), Lazard LLC, a Delaware limited liability
company (the “ Company ”) and IXIS-Corporate
& Investment Bank, an entity organized under the laws of France
(the “ Investor ”).
W I T N E S S E T H
:
WHEREAS, the Company is engaged in a
series of financing transactions, including an IPO of PubliCo, in
conjunction with a reorganization of the Company (the “
Reorganization ”);
WHEREAS, as part of the
Reorganization and in connection with the IPO, the Company, has, or
has caused the Issuer and PubliCo to issue and sell in one or more
underwritten public offerings the Securities;
WHEREAS, entry into this Agreement
by the Issuer, PubliCo and the Company is a condition to
consummation by the Investor of the transactions contemplated by
the letter agreement, dated as of March 15, 2005, by and among the
Company and the Investor (the “ Purchase Agreement
”), whereby the Investor has agreed to purchase, and the
Company has agreed to cause the Issuer and PubliCo to sell to the
Investor, the Securities; and
WHEREAS, the Company, the Issuer,
PubliCo and the Investor desire to enter into this Agreement to set
forth the terms and conditions of the registration rights and
obligations of the Issuer, PubliCo, the Company and the Investor,
their respective Affiliates and certain transferees of Securities
to be held by the Investor or its Affiliates;
NOW, THEREFORE, in consideration of
the premises and the covenants hereinafter contained, it is agreed
as follows:
Article I
Definitions
Section 1.1 Definitions .
Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Purchase Agreement. As used in
this Agreement, the following capitalized terms shall have the
meanings ascribed to them below:
“ Affiliate ”
means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect
common control with, such Person. For the purposes of this
definition, “ control ” when used with respect
to any Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the
terms “ controlling ” and “
controlled ” have meanings correlative to the
foregoing.
“ Exchange Act ”
means the Securities Exchange Act of 1934, as from time to time
amended, and the rules and regulations of the SEC promulgated
thereunder.
“ HoldCo ” means
LAZ-MD Holdings LLC, a limited liability company organized or to be
organized under the laws of the state of Delaware.
“ Holder ” shall
mean the Investor, any Affiliate of the Investor, and any permitted
transferee, pursuant to this Agreement, of Registrable Securities
held by such Holder, in each case so long as such Holder holds
Registrable Securities.
“ Partners ”
means each holder of exchangeable interests in HoldCo and each
other managing director or employee of PubliCo or the Company or
their respective subsidiaries or controlled Affiliates that
receives any awards of or convertible or exchangeable into PubliCo
shares.
“ Person ” means
any individual, partnership, corporation, limited liability
company, joint venture, association, joint-stock company, trust,
unincorporated organization or other entity.
“ PubliCo Shares
” means shares ordinary or common shares of
PubliCo.
“ Prospectus ”
means the prospectus included in any Registration Statement, as
amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement or any other
amendments and supplements to such prospectus, including without
limitation any preliminary prospectus, any pre-effective or
post-effective amendment and all material incorporated by reference
in any prospectus.
“ Registrable
Securities ” means Securities which are issued or sold to
any Holder pursuant to and in accordance with the terms of the
Purchase Agreement, and any securities issued or issuable in
respect of or in exchange for any such Securities. As to any
particular Registrable Securities, once issued such securities
shall cease to be Registrable Securities when (i) a Registration
Statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall
have been disposed of in accordance with such Registration
Statement, (ii) such securities shall have been sold to the public
pursuant to Rule 144 (or any successor provision) under the
Securities Act, or (iii) such securities shall have ceased to be
outstanding. For any calculations relating to Registrable
Securities herein, the Debt Securities are counted as the number of
PubliCo Shares issuable in respect of such Debt Securities (whether
or not then issued), assuming that the maximum number of PubliCo
Shares issuable in respect of the Debt Securities have been issued
in respect thereof.
“ Registration Expenses
” has the meaning set forth in Article V.
“ Registration
Statement ” means any registration statement of the
Company which covers Registrable Securities pursuant to the
provisions of this Agreement, all amendments and supplements to
such registration statement, including post-effective amendments,
and all exhibits and all material incorporated by reference in such
registration statement.
“ Securities Act
” means the Securities Act of 1933, as from time to time
amended, and the rules and regulations of the SEC promulgated
thereunder.
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Article II
Demand
Registrations
Section 2.1 Requests for
Registration . Subject to the provisions of this Article II,
any Holder or group of Holders holding Registrable Securities
representing at least 50.1% the Registrable Securities then
outstanding may at any time make (a) one written request for
registration under the Securities Act of at least 33% of such
Holders’ Registrable Securities consisting of Debt Securities
on the Issuer and (b) four written requests for registration under
the Securities Act of at least 25% of such Holders’
Registrable Securities consisting of PubliCo Shares having an
aggregate market value greater than U.S.$20 million on PubliCo
(such written request, in either case, a “ Demand
Registration ”). Such requests shall specify the amount
of Registrable Securities to be registered and the intended method
or methods of disposition. Promptly after receipt of such request,
the Issuer, in the case of Registrable Securities consisting of
Debt Securities, or PubliCo in the case of Registrable Securities
consisting of PubliCo Shares shall send written notice of such
request to all Holders and shall, subject to the provisions of this
Article II, include in such Demand Registration all Registrable
Securities with respect to which the Issuer or PubliCo, as the case
may be, receives written requests (specifying the amount of
Registrable Securities to be registered and the intended method or
methods of disposition) for inclusion therein within 15 days after
such notice is sent; provided that if the managing
underwriter(s) for a Demand Registration in which Registrable
Securities are proposed to be included pursuant to this Article II
that involves an underwritten offering shall advise the Holders and
the Issuer or PubliCo, as the case may be, that in its reasonable
opinion, the number of Registrable Securities to be sold would
adversely affect the success of the offering, then the Issuer or
PubliCo, as the case may be, will reduce the number of Registrable
Securities included in such registration to the number that, in the
opinion of the managing underwriter(s), can be sold without having
the adverse effect referred to above. The number of Registrable
Securities that may be registered shall be allocated in the
following priority: first, pro rata among the Holders participating
in the Demand Registration, based on the number of Registrable
Securities beneficially owned by the respective Holders, second,
all Debt Securities or PubliCo Shares proposed to be registered for
offer and sale by the Issuer or PubliCo, as the case may be, and
third, to Debt Securities or PubliCo Shares proposed to be
registered pursuant to any piggy-back registration rights of third
parties. As promptly as practicable thereafter, but in no event
later than 45 days after the end of such 15-day period, but subject
to Section 2.3 hereof, the Issuer or PubliCo, as the case may be,
shall use its reasonable best efforts to file with the SEC a
Registration Statement, registering all Registrable Securities that
any Holders have requested to register, for disposition in
accordance with the intended method or methods set forth in their
notices to the Issuer or PubliCo, as the case may be. The Issuer
and/or PubliCo, as the case may be, shall use its reasonable best
efforts to cause such Registration Statement to be declared
effective as soon as practicable after filing and to remain
effective until the earlier of (i) 150 days following the date on
which it was declared effective and (ii) the date on which all of
the Registrable Securities covered thereby are disposed of in
accordance with the method or methods of disposition stated
therein; provided that no Registration Statement for a
Demand Registration shall become effective prior to the day
following the expiration of the Lock-up Period.
Notwithstanding anything to the
contrary in this Article II, no Holder shall have the right to
require the Issuer or PubliCo, as the case may be, to register any
Registrable Securities pursuant to Article II during any period
(not to exceed 135 days) following the closing of the
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completion of the distribution of the securities
offered by the Issuer or PubliCo, as the case may be, and
registered pursuant to the Article III Notice that would cause the
Issuer or PubliCo, as the case may be, to breach a lock-up
provision contained in the underwriting agreement for such
distribution.
Section 2.2 Number and Timing of
Registrations . The Holders shall be entitled to request no
more than one (1) Demand Registration on the Issuer and no more
than four (4) Demand Registrations on PubliCo.
Section 2.3 Suspension of
Registration . The Company or PubliCo shall have the right to
delay the filing or effectiveness of the Registration Statement for
any Demand Registration or to require the Holders not to sell under
any Registration Statement or to delay the preparation and filing
of any supplement or post-effective amendment to the applicable
Registration Statement or Prospectus or any document incorporated
therein by reference, in each case during two periods aggregating
not more than 150 days in each 12-month period, if (i) the Issuer
or PubliCo, as the case may be, would, in accordance with the
advice of its outside counsel, be required to disclose in the
Prospectus information not otherwise then required to be publicly
disclosed and (ii) in the judgment of the Issuer’s or
PubliCo’s Board of Directors, as the case may be, there is a
reasonable likelihood that such disclosure, or any other action to
be taken in connection with the Prospectus, would materially and
adversely affect any existing or prospective material business
situation, transaction or negotiation or otherwise materially and
adversely affect the Issuer or PubliCo, as the case may be. In the
event that the ability of the Holders to sell shall be suspended
for any reason, the period of such suspension shall not count
towards compliance with the 150-day period referred to under clause
(i) of Section 2.1 of this Agreement.
Section 2.4 Interrupted
Registration . A registration requested pursuant to this
Article II shall not be deemed to have been requested by the
Holders of Registrable Securities pursuant to Section 2.2: (i)
unless it has been declared effective by the SEC; (ii) if after it
has become effective, such registration is interfered with by any
stop order, injunction or other order or requirement of the SEC for
any reason other than misrepresentation or an omission by the
requesting Holders; (iii) if the conditions to closing specified in
the underwriting agreement, if any, entered into in connection with
such registration are not satisfied other than by reason of some
wrongful act or omission, or act or omission in bad faith, by such
Holders; or (iv) if such request has been withdrawn by the
requesting Holders and such Holders shall have elected to pay all
Registration Expenses of the Issuer or PubliCo, as the case may be,
in connection with such withdrawn request.
Article III
Piggy-back
Registrations
Section 3.1 Right to Include
Registrable Securities . If at any time after expiration of the
Lock-Up Period the Issuer or PubliCo proposes to register any of
its Securities or PubliCo Shares under the Securities Act, whether
or not for sale for its own account (other than pursuant to a
registration statement on Form S-4 or Form S-8, any successor or
similar forms or a registration statement for the sale of PubliCo
Shares issuable or issued upon exchange, conversion or sale of
Partners’ interests in HoldCo), in a manner that would permit
registration
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of Registrable Securities for sale to the public
under the Securities Act, it will each such time promptly give
written notice to all Holders: (i) of its intention to do so, (ii)
of the form of registration statement of the SEC that has been
selected by the Issuer or PubliCo, as the case may be, and (iii) of
rights of Holders under this Article III (the “ Article
III Notice ”). The Issuer or PubliCo, as the case may be,
will include in the proposed registration all Registrable
Securities that the Issuer or PubliCo, as the case may be, is
requested in writing, within 15 days after the Article III Notice
is given, to register by the Holders thereof (the “Piggy-back
Registration”); provided , however , that (i)
if, at any time after giving written notice of its intention to
register any Securities or PubliCo Shares and prior to the
effective date of the Registration Statement filed in connection
with such registration, the Issuer or PubliCo, as the case may be,
shall determine that none of such Securities or PubliCo Shares
shall be registered, the Issuer or PubliCo, as the case may be,
may, at its election, give written notice of such determination to
all Holders who so requested registration and, thereupon, shall be
relieved of its obligation to register any Registrable Securities
in connection with such abandoned registration, without prejudice,
however, to the rights of Holders under Article II hereof and (ii)
in case of a determination by the Issuer or PubliCo, as the case
may be, to delay registration of its Securities or PubliCo Shares,
the Issuer or PubliCo, as the case may be, shall be permitted to
delay the registration of such Registrable Securities pursuant to
this Article III for the same period as the delay in registering
such other Securities or PubliCo Shares by the Issuer or PubliCo,
as the case may be or may abandon the registration of Securities,
in the sole discretion of the Issuer or PubliCo, as the case may
be. No registration effected under this Article III shall relieve
the Issuer or PubliCo, as the case may be, of its obligations to
effect registrations upon request under Article II. If the
Piggy-back Registration will be an underwritten offering, the
Issuer or PubliCo, as the case may be, will be entitled to select
all of the underwriters.
Section 3.2 Priority;
Registration Form . If the managing underwriter(s) for a
registration in which Registrable Securities are proposed to be
included pursuant to this Article III that involves an underwritten
offering shall advise the Issuer or PubliCo, as the case may be,
that in its opinion, the inclusion of the number of Registrable
Securities or PubliCo Shares to be sold for the account of Holders
would adversely affect the success of the offering, then the number
of Securities or PubliCo Shares to be sold shall be reduced to the
number that, in the opinion of the managing underwriter(s), can be
sold without having the adverse effect referred to above. The
reduced number of Securities or PubliCo Shares that may be
registered shall be allocated, in the following priority: first,
all of Securities or PubliCo Shares proposed to be registered for
offer and sale by the Issuer or PubliCo, as the case may be,
second, to Securities or PubliCo Shares proposed to be registered
pursuant to any demand registration rights of third parties, third,
to Registrable Securities proposed to be registered by Holders as a
Piggy-back Registration The reduced number of Registrable
Securities that may be registered shall be allocated pro rata among
the Holders participating in the Piggy-back Registration, based on
the number of Registrable Securities beneficially owned by the
respective Holders. If, as a result of the proration provisions of
this Section 3.2, any Holder shall not be entitled to include all
Registrable Securities in a registration pursuant to this Article
III that such Holder has requested be included, such Holder may
elect to withdraw its Registrable Securities from the
registration.
Section 3.3 Merger,
Consolidation, etc. Notwithstanding anything in this Article
III to the contrary, Holders shall not have any right to include
their Registrable Securities in any distribution or registration of
Securities or PubliCo Shares by the Issuer or PubliCo, as the
case
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may be, which is pursuant to a merger,
amalgamation, consolidation, acquisition, exchange offer, sale of
PubliCo Shares issuable or issued upon exchange, conversion or sale
of Partners’ interests in HoldCo, recapitalization, other
reorganization, dividend reinvestment plan, stock option plan or
other employee benefit plan, or any similar transaction having
similar effect.
Article IV
Registration
Procedures
Section 4.1 Use Reasonable Best
Efforts . For purposes of a registration request relating to
Debt Securities, if required by the Securities Act, such request
shall give rise to registration obligations of both the Issuer in
respect of such Debt Securities and of PubliCo in respect of the
PubliCo shares issuable in respect of such Debt Securities. In
connection with the Issuer’s or PubliCo’s registration
obligations pursuant to Article II and Article III hereof, the
Issuer or PubliCo, as the case may be, shall use its reasonable
best efforts to effect such registrations to permit the sale of
such Registrable Securities in accordance with the intended method
or methods of disposition thereof, and pursuant thereto the Issuer
or PubliCo, as the case may be, shall as expeditiously as
reasonably practicable:
(a) prepare and file with the SEC a
Registration Statement or Registration Statements relating to the
registration on any appropriate form under the Securities Act, and
to cause such Registration Statements to become effective as soon
as reasonably practicable and to remain continuously effective for
the time period required by this Agreement to the extent permitted
under the Securities Act;
(b) prepare and file with the SEC
such amendments and post-effective amendments to each Registration
Statement as may be necessary to keep such Registration Statement
effective for the applicable period set forth in Section 2.1; and
to cause the Registration Statement and the related Prospectus to
be supplemented by any required Prospectus supplement, and as so
supplemented to be filed in accordance with the Securities Act and
any rules and regulations promulgated thereunder; and otherwise to
comply with the provisions of the Securities Act as may be
necessary to facilitate the disposition of all Registrable
Securities covered by such Registration Statement during the
applicable period in accordance with the intended method or methods
of disposition by the selling Holders thereof set forth in such
Registration Statement or such Prospectus or Prospectus
supplement;
(c) notify the selling Holders and
the managing underwriter(s), if any, promptly if at any time (i)
any Prospectus, Registration Statement or amendment or supplement
thereto is filed, (ii) any Registration Statement, or any
post-effective amendment thereto, becomes effective, (iii) the SEC
requests any amendment or supplement to, or any additional
information in respect of, any Registration Statement or
Prospectus, (iv) the SEC issues any stop order suspending the
effectiveness of a Registration Statement or initiates any
proceedings for that purpose, (v) the Issuer or PubliCo, as the
case may be, receives any notice that the qualification of any
Registrable Securities for sale in any jurisdiction has been
suspended or that any proceeding has been initiated for the purpose
of suspending such qualification, or (vi) any event occurs which
requires that any changes be made in such Registration Statement or
any related Prospectus so that such Registration Statement or
Prospectus will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein
or
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necessary to make the statements
therein not misleading; provided , however , that in
the case of this subclause (vi), such notice need only state that
an event of such nature has occurred, without describing such
event. The Issuer or PubliCo, as the case may be, hereby agrees to
promptly reimbu
