0001193125-04-169610 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 12th, 2004 • Harken Energy Corp • Crude petroleum & natural gas • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of this 7th day of October, 2004 by and among HARKEN ENERGY CORPORATION, a corporation organized under the laws of Delaware (the “Company”), and the persons identified as Purchasers pursuant to that certain Purchase Agreement of even date herewith by and among the Company and such Purchasers (the “Purchase Agreement”).

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PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • October 12th, 2004 • Harken Energy Corp • Crude petroleum & natural gas • New York

THIS PREFERRED STOCK PURCHASE AGREEMENT (“Agreement”) is made as of the 7th day of October, 2004 by and among HARKEN ENERGY CORPORATION, a Delaware corporation (the “Company”), and the Purchasers set forth on the signature page affixed hereto (each a “Purchaser” and collectively the “Purchasers”).

Contract
Harken Energy Corp • October 12th, 2004 • Crude petroleum & natural gas • New York

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION FOR NON-PUBLIC OFFERINGS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED UNLESS IT IS REGISTERED UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS THERE IS AN AVAILABLE EXEMPTION FROM, OR SUCH SALE OR TRANSFER IS IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER.

CONVERSION/REDEMPTION AGREEMENT
Conversion/Redemption Agreement • October 12th, 2004 • Harken Energy Corp • Crude petroleum & natural gas • New York

This CONVERSION/REDEMPTION AGREEMENT (“Agreement”) is made as of this 7th day of October, 2004 by and between HARKEN ENERGY CORPORATION, a Delaware corporation (the “Company”), THE TAIL WIND FUND LTD and SOLOMON STRATEGIC HOLDINGS, INC. (collectively with The Tail Wind Fund Ltd., “Holders”, and each a “Holder”).

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