REGISTRATION RIGHTS AND LOCK Clause Samples
The "Registration Rights and Lock" clause defines the rights of certain shareholders to require the company to register their shares for public sale, while also imposing restrictions on when those shares can actually be sold. Typically, this clause grants investors the ability to demand that the company facilitate the public registration of their shares, but also includes a lock-up period during which the shareholders agree not to sell or transfer their shares, often for a specified time after an initial public offering. The core function of this clause is to balance the investors' ability to eventually liquidate their holdings with the company's need to maintain market stability and orderly trading during critical periods, such as immediately following a public offering.
REGISTRATION RIGHTS AND LOCK. UP AGREEMENT This Registration Rights and Lock-Up Agreement (this "Agreement") is entered into as of March 1, 2000 by and among Boston Properties, Inc., a Delaware corporation (the "Company"), Boston Properties Limited Partnership, a Delaware limited partnership (the "Partnership" and, with the "Company," collectively, the "Acquiror"), and the Persons whose names are set forth on Schedule A hereto (each a "Holder" and, collectively, the "Holders").
REGISTRATION RIGHTS AND LOCK. Up Agreement Recitals Required Company Stockholder Approval 8.1(b) Required Purchaser Stockholder Approval 8.1(a) Requisite Regulatory Approvals 6.9(c) SEC Reports 3.6(a) Second Certificate of Merger 1.2(b)
REGISTRATION RIGHTS AND LOCK. Up Agreement
REGISTRATION RIGHTS AND LOCK. UP OF EXCHANGED SHARES AND EARN-OUT SHARES.
(a) Prior to the First Anniversary of the Closing Date, Parent shall file with the SEC, within 45 days following the request therefor by the holders of a majority of the Exchanged Shares and Earn-out Shares issued to the Stockholders in the Merger as of the date of such request, a registration statement on Form S-3 (a "Stockholder Registration Statement") covering the resale to the public by the Stockholders of all of the Earn-out Shares issued or to be issued prior to, or by, August 1, 2001 and fifty percent (50%) of the Exchanged Shares (collectively, the "Pre-Anniversary Shares"). Parent shall use commercially reasonable efforts to cause such Stockholder Registration Statement to be declared effective by the SEC as soon as practicable, PROVIDED that the request of the Stockholders made pursuant to the preceding sentence shall not be made prior to June 1, 2001 and such Stockholder Registration Statement shall not be declared effective prior to August 1, 2001. Parent shall cause such Stockholder Registration Statement to remain effective until the date of the first anniversary of the Closing Date or such earlier time as all of the Pre-Anniversary Shares covered by such Stockholder Registration Statement have been sold pursuant thereto. Parent shall not be required to effect more than one registration pursuant to this Section 1.7(a).
(b) On or after the first anniversary of the Closing Date, as applicable, Parent shall file with the SEC, within 45 days following the request therefor by the holders of a majority of the Exchanged Shares and Earn-out Shares issued to the Stockholders in the Merger as of the date of such request less all Pre-Anniversary Shares previously registered pursuant to Section 1.7(a) above, a Stockholder Registration Statement on Form S-3 covering the resale to the public by the Stockholders of all of the Exchanged Shares and Earn-out Shares issued or to be issued prior to, or by, the first anniversary of the Closing Date less all Pre-Anniversary Shares that have been previously registered pursuant to Section 1.7(a) above (collectively, the "Additional Registrable Shares"). Parent shall use commercially reasonable efforts to cause such Stockholder Registration Statement to be declared effective by the SEC as soon as practicable, PROVIDED that the request of the Stockholders made pursuant to the preceding sentence shall not be made earlier than 45 days prior to the first anniversary of the Clo...