Amendments to Registration Rights Agreement. (a) From and after the date of this Amendment, the parties agree that the terms “Stockholder” and “Stockholders” used in the Registration Rights Agreement shall mean (i) the stockholders or warrantholders of the Company identified on the signature page to the Registration Rights Agreement and the signature page to this Amendment, (ii) any person or entity that is assigned rights, or becomes a party to the Registration Rights Agreement, pursuant to Section 1.11 of the Registration Rights Agreement. (b) From and after the date of this Amendment, the parties agree that the term “Tontine Stockholders” used in the Registration Rights Agreement shall mean, collectively, (i) Tontine Capital, Tontine Overseas and TCP 2 and (ii) any person or entity that directly or indirectly controls, is controlled by, or is under common control with, Tontine Capital, Tontine Overseas or TCP 2 that is assigned rights, or becomes a party to the Registration Rights Agreement, pursuant to Section 1.11 of the Registration Rights Agreement. (c) The definition of “Registrable Securities” set forth in Section 1.1(h) of the Registration Rights Agreement is amended and restated in its entirety as follows: “The term “Registrable Securities” means (i) the shares of Common Stock acquired by the Tontine Stockholders (A) pursuant to a certain Stock Purchase Agreement dated September 13, 2005, between the Company and Tontine Capital, (B) pursuant to a certain Securities Purchase Agreement, dated April 10, 2007, among the Company, Tontine Capital and TMF, (C) pursuant to a certain Securities Purchase Agreement, dated March 10, 2008, among the Company, Tontine Capital and TMF, (D) in connection with the registered rights offering completed by the Company on June 26, 2008, (E) from other Tontine Stockholders in connection with reallocations of ownership of shares among such Tontine Stockholders, (F) in open-market transactions by the Tontine Stockholders prior to the date of the Amended and Restated Registration Rights Agreement, and (G) in any manner on and after the date of the Amended and Restated Registration Rights Agreement, (ii) any securities of the Company acquired by the holders from time to time upon exercise of the warrants (the “Warrants”) to purchase shares of Common Stock (the “Warrant Shares”) issued pursuant to a certain Warrant Agreement, dated December 11, 2008, among the Company and such holders, (iii) any securities of the Company acquired by the holders from time to time upon exercise of warrants issued on the date hereof or at any time hereafter pursuant to a certain Secured Senior Subordinated Note and Warrant Purchase Agreement (the “Warrant Purchase Agreement”), dated March 31, 2011, among the Company, TCP 2 and Northcreek Mezzanine Fund I, L.P. (“Northcreek”) (the “2011 Warrant Shares”), and (iv) any other shares of the Company’s Common Stock issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in (i), (ii), or (iii) (because of stock splits, stock dividends, reclassifications, recapitalizations or similar events); provided, however, that the foregoing definition shall exclude in all cases any Registrable Securities (x) which are effectively registered under the Securities Act and disposed of in accordance with a Registration Statement covering such shares, (y) which have been transferred pursuant to Rule 144 under the Securities Act or any similar rule or regulation hereafter adopted by the SEC (“Rule 144”), or (z) which are no longer beneficially owned by any Holder;”
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Samples: Registration Rights Agreement (Tontine Capital Partners L P), Registration Rights Agreement (Patrick Industries Inc)
Amendments to Registration Rights Agreement. (a) From and after the date of this Amendment, the parties agree that the terms “Stockholder” and “Stockholders” used in the Registration Rights Agreement shall mean (i) Effective upon the stockholders or warrantholders Merger Closing, all of the Company identified on the signature page Xxxx Shares shall constitute “Registrable Securities” and shall be subject to the Registration Rights Agreement and the signature page to this Amendment, (ii) any person or entity that is assigned rights, or becomes a party to registration under the Registration Rights Agreement, as amended pursuant to Section 1.11 the terms of this Agreement (and to the extent the 2000 Shares were otherwise originally covered by the 2000 Registration Rights Agreement.
(b) From and after the date of this Amendment, the parties agree Company acknowledges that the term “Tontine Stockholders” used in the Registration Rights Agreement such shares shall mean, collectively, (i) Tontine Capital, Tontine Overseas and TCP 2 and (ii) any person or entity that directly or indirectly controls, is controlled by, or is under common control with, Tontine Capital, Tontine Overseas or TCP 2 that is assigned rights, or becomes a party to be covered by the Registration Rights Agreement, as amended pursuant to Section 1.11 the terms of this Exchange Agreement, in lieu of being covered under the 2000 Registration Rights Agreement.
(c) The definition ). Without limiting the generality of “Registrable Securities” set forth in the foregoing, Section 1.1(h1(a) of the Registration Rights Agreement is amended and restated to read in its entirety as follows: “Securities Purchase Agreement. The term “Registrable Securities” means (i) Company and the shares of Common Stock acquired by the Tontine Stockholders (A) pursuant to a Security Holder entered into that certain Stock Securities Purchase Agreement dated September 13as of November 22, 2005, between 1999 (the Company and Tontine Capital, (B) pursuant to a certain “First Securities Purchase Agreement”), dated April 10, 2007, among pursuant to which the Company issued an aggregate of 1,142,857 shares (the “Initial Shares”) of the common stock of the Company, Tontine Capital and TMFpar value $.001 per share (the “Common Stock”), to the Security Holder (C) together with its successors, assigns or transferees, the “Holders”). In addition, pursuant to a certain the terms of the Securities Purchase AgreementAgreement and the transactions contemplated thereby, dated March 10, 2008, among the Company, Tontine Capital and TMF, (D) in connection with the registered rights offering completed by the Company on June 26, 2008, has entered into an agreement (Ethe “1999 Warrant Agreement”) from other Tontine Stockholders in connection with reallocations of ownership of shares among such Tontine Stockholders, (F) in open-market transactions by whereby the Tontine Stockholders prior Company has issued to the date of the Amended and Restated Registration Rights Agreement, and (G) in any manner on and after the date of the Amended and Restated Registration Rights Agreement, (ii) any securities of the Company acquired by the holders from time to time upon exercise of the Security Holder warrants (the “1999 Warrants”) to purchase exercisable for an aggregate of 350,000 shares of Common Stock (the “Warrant Shares”) issued pursuant to a certain Warrant Agreement, dated December 11, 2008, among the Company and such holders, (iii) any securities of the Company acquired by the holders from time to time upon exercise of warrants issued on the date hereof or at any time hereafter pursuant to a certain Secured Senior Subordinated Note and Warrant Purchase Agreement (the “Warrant Purchase Agreement”), dated March 31, 2011, among the Company, TCP 2 and Northcreek Mezzanine Fund I, L.P. (“Northcreek”) (the “2011 1999 Warrant Shares”). The number of 1999 Warrant Shares is subject to adjustment upon the occurrence of stock splits, and (iv) any other shares of the Company’s Common Stock issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in (i), (ii), or (iii) (because of reverse stock splits, stock dividends, combinations, reclassifications, recapitalizations or recapitalizations, reorganizations, and similar events); providedevents (collectively, however“Adjustment Events”) occurring after the date hereof, that as set forth in the foregoing definition shall exclude in all cases any Registrable Securities (x) which are effectively registered under the Securities Act and disposed of in accordance with a Registration Statement covering such shares1999 Warrant Agreement. In addition, (y) which have been transferred pursuant to Rule 144 under that certain Securities Purchase Agreement dated June 27, 2000 (the “Interim Securities Act or any similar rule or regulation hereafter adopted by the SEC (“Rule 144Purchase Agreement”), the Company issued to the Security Holder 136,363 shares of Common Stock (the “2000 Shares”). Further, the Company and the Security Holder entered into that certain Securities Purchase Agreement dated as of October 16, 2001 (the “Subsequent Securities Purchase Agreement,” and together with the First Securities Purchase Agreement and the Interim Securities Purchase Agreement, the “Securities Purchase Agreements”) pursuant to which the Company issued to the Security Holder a Subordinated Secured Convertible Note (the “Convertible Note”) the terms of which provide that the Security Holder may, at its election, convert all or a portion of the outstanding principal and interest into shares of Common Stock (zthe “Conversion Shares”). The number of Conversion Shares is subject to adjustment upon the occurrence of any Adjustment Events occurring after the date hereof, as set forth in the terms of the Convertible Note. On June 4, 2004, the Company and the Security Holder entered into that certain Exchange Agreement, pursuant to which the Company has issued to the Security Holder an agreement (the “2004 Warrant Agreement” and, together with the 1999 Warrant Agreement, the “Warrant Agreements”) which whereby the Company has issued to the Security Holder warrants (the “2004 Warrants” and, together with the 1999 Warrants, the “Warrants”) exercisable for an aggregate of 4,981,754 shares of Common Stock (the “2004 Warrant Shares” and, together with the 1999 Warrant Shares, the “Warrant Shares”). The number of 2004 Warrant Shares is subject to adjustment upon the occurrence of any Adjustment Event occurring after the date hereof, as set forth in the 2004 Warrant Agreement.”
(ii) The Registration Rights Agreement is amended to include all definitions set forth in the amended text of Section 1(a) of the Registration Rights Agreement as described above, and all references in the Registration Rights Agreement to the defined terms previously included in Section 1(a) thereof are no longer beneficially owned by any Holder;”hereby replaced with the defined terms set forth in the amended text of Section (a) of the Registration Rights Agreement as described above.
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Amendments to Registration Rights Agreement. (a) From and after the date of this Amendment, the parties agree that the terms “Stockholder” and “Stockholders” used in the Registration Rights Agreement shall mean (i) the stockholders or warrantholders of the Company identified on the signature page to the Registration Rights Agreement and the signature page to this Amendment, (ii) any person or entity that is assigned rights, or becomes a party to the Registration Rights Agreement, pursuant to Section 1.11 of the Registration Rights Agreement.
(b) From and after the date of this Amendment, the parties agree that the term “Tontine Stockholders” used in the Registration Rights Agreement shall mean, collectively, (i) Tontine Capital, Tontine Overseas and TCP 2 and (ii) any person or entity that directly or indirectly controls, is controlled by, or is under common control with, Tontine Capital, Tontine Overseas or TCP 2 that is assigned rights, or becomes a party to the Registration Rights Agreement, pursuant to Section 1.11 of the Registration Rights Agreement.
(c) The definition of “Registrable Securities” set forth in Section 1.1(h) Article I of the Registration Rights Agreement is amended and restated in its entirety by adding at the beginning thereof a new definition as follows: “‘Additional Purchasers’ means Tontine Partners, L.P., a Delaware limited partnership, Tontine Overseas Fund, Ltd., a Cayman Islands exempted company, and Tontine 25 Overseas Master Fund, L.P., a Cayman Islands limited partnership, each of which purchased shares of Common Stock pursuant to that certain Securities Purchase Agreement with the Company dated as of August 22, 2007 (the “Additional SPA”).”.
(b) The term definition of “Designated Holders” set forth in Article I of the Registration Rights Agreement is hereby amended by deleting it in its entirety and replacing it with the following: “‘Designated Holders’ means the Purchasers, the Additional Purchasers and any qualifying transferees of the Designated Holders under Section 3.1 hereof who hold Registrable Securities.”.
(c) Clause (a) (i) of the definition of “Effectiveness Date” set forth in Article I of the Registration Rights Agreement is hereby amended by deleting he reference to “the 300th day following the Closing Date” and replacing it with a reference to “180 days from the Filing Date”.
(d) Clause (a) of the definition of “Filing Date” set forth in Article I of the Registration Rights Agreement is hereby amended by deleting the reference to “180 days following the Closing Date” and replacing it with “no later than July 19, 2008; provided that if prior to July 19, 2008, the Company shall file a registration statement for the purpose of registering shares to be offered in a rights offering, the Company shall file the initial Registration Statement prior to or contemporaneously with the filing of such rights offering registration statement”.
(e) Clause (i) of the definition of “Registrable Securities” means (i) is hereby amended by deleting it in its entirety and replacing it with the following: “shares of Common Stock acquired by the Tontine Stockholders (A) Purchasers from the Company pursuant to a certain Stock Purchase Agreement dated September 13, 2005, between the Company and Tontine Capital, (B) pursuant to a certain Securities Purchase Agreement, dated April 10, 2007, among shares of Common Stock purchased on the Company, Tontine Capital and TMF, (C) Closing Date from certain stockholders of the Company pursuant to a certain the Founders Securities Purchase Agreement, dated March 10, 2008, among the Company, Tontine Capital and TMF, (D) in connection with the registered rights offering completed by the Company on June 26, 2008, (E) from other Tontine Stockholders in connection with reallocations of ownership of shares among such Tontine Stockholders, (F) in open-market transactions by the Tontine Stockholders prior to the date of the Amended and Restated Registration Rights Agreement, and (G) in any manner on and after the date of the Amended and Restated Registration Rights Agreement, (ii) any securities of the Company acquired by the holders from time to time upon exercise of the warrants (the “Warrants”) to purchase shares of Common Stock (the “Warrant Shares”) issued pursuant to a certain Warrant Agreement, dated December 11, 2008, among the Company and such holders, (iii) any securities of the Company acquired by the holders from time to time upon exercise of warrants issued on Purchasers and the date hereof or at any time hereafter Additional Purchasers pursuant to a certain Secured Senior Subordinated Note the Additional SPA and Warrant Purchase so long as this Agreement (the “Warrant Purchase Agreement”)is still in effect, dated March 31, 2011, among the Company, TCP 2 and Northcreek Mezzanine Fund I, L.P. (“Northcreek”) (the “2011 Warrant Shares”), and (iv) any other shares of Common Stock acquired by the Purchasers and the Additional Purchasers on or after the Closing Date, including, without limitation, any shares of Common Stock acquired upon the conversion of the senior subordinated promissory notes purchased pursuant to the Additional SPA and any shares of Common Stock acquired pursuant to any rights offering conducted by the Company’s Common Stock issued as a dividend or other distribution with respect to.”.
(f) The Registration Rights Agreement is hereby amended by deleting the reference to “Purchasers” in the definition of “Registration Statement” and Sections 3.1, or in exchange for or in replacement of, the shares listed in (i), (ii), or (iii) (because of stock splits, stock dividends, reclassifications, recapitalizations or similar events); provided, however, that the foregoing definition shall exclude in all cases any Registrable Securities (x) which are effectively registered under the Securities Act 3.2 and disposed of in accordance 4.2 thereof and replacing it with a reference to “Designated Holders”.
(g) Section 4.6 of the Registration Statement covering such shares, (y) which have been transferred pursuant Rights Agreement is hereby amended by deleting the reference there to Rule 144 under the Securities Act or any similar rule or regulation hereafter adopted by the SEC (“Rule 144Purchaser” and replacing it with “Purchasers and Additional Purchasers”), or (z) which are no longer beneficially owned by any Holder;”.
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Samples: Registration Rights Agreement (Tower Tech Holdings Inc.)
