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Title: |
Investor Agreement |
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Date: |
2002 |
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Preview shows 9KB of 41KB total |
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$42 |
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ID: |
#1107791 |
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Exhibit 4.4
This Investor Agreement (this "Agreement") is entered into and effective as of August , 2001 by and among East West Bancorp Inc., a Delaware corporation (the "Company"), and Ho Yuan Chen and Chang-Hua Kang Chen, Husband and Wife, as community property ("Investor"), with respect to the facts and circumstances recited below.
WHEREAS, pursuant to a stock purchase agreement, dated as of the date hereof (the "Stock Purchase Agreement"), by and between the Company and Investor, Investor is purchasing 400,000 shares (the "Purchased Shares") of the Company's Common Stock, par value $0.001 (the "Common Stock");
WHEREAS, pursuant to a common stock purchase warrant, dated as of the date hereof (the "Common Stock Purchase Warrant"), by and between the Company and Investor, Investor will have the right to purchase up to 300,000 shares (the "Warrant Shares") of the Company's Common Stock;
WHEREAS, pursuant to a stock restriction agreement, dated as of the date hereof (the "Stock Restriction Agreement"), by and between the Company and Investor, the Purchased Shares acquired by Investor under the Stock Purchase Agreement (but excluding the Warrant Shares which may be acquired under the Common Stock Purchase Warrant) shall be subject to certain restrictions on transfer;
WHEREAS, the execution and delivery of this Agreement and of each of the Stock Purchase Agreement, the Common Stock Purchase Warrant and the Stock Restriction Agreement (collectively, the "Ancillary Agreements") by each of the parties thereto is conditioned upon the execution and delivery of each of the other agreements, and shall occur contemporaneously therewith; and
WHEREAS, the parties intend that Investor shall have certain registration rights with respect to the Purchased Shares and the Warrant Shares as set forth herein.
NOW, THEREFORE, in accordance with the foregoing recitals, and as consideration for the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Company and Investor hereby agree as follows:
1. Registration Rights.
1.01 Definitions. As used in this Agreement, the following terms shall have the following respective meanings:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Common Stock" means the Company's Common Stock.
(d) "Form S-3" means such form under the 1933 Act as in effect on the date hereof or any registration form under the 1933 Act subsequently adopted by the Securities and Exchange Commission ("SEC") which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.
(e) "Holder" means any person owning of record Registrable Securities (including Investor) or any permitted assignee thereof in accordance with Section 1.11 hereof.
1
(f) "Initiating Holder" shall mean Investor.
(g) The terms "register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the 1933 Act, and the declaration or ordering of the effectiveness of such registration statement or document by the SEC.
(h) The term "Registrable Securities" means: (i) the Purchased Shares and the Warrant Shares; and (ii) any Common Stock of the Company issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) by way of a stock split, stock dividend, recapitalization, merger or other distribution with respect to, or in exchange for, or in replacement of, such Common Stock referred to in (i) above; provided, however, that any Registrable Securities sold by a person in a public transaction pursuant to a registered offering under the 1933 Act or pursuant to Rule 144 promulgated thereunder, or in a private transaction in which its rights under this Section 1 are not assigned, cease to be Registrable Securities.
(i) "SEC Rule 145 Transaction" shall mean any transaction described in Rule 145(a) promulgated under the 1933 Act.
1.02 Form S-3 Registration. In case the Company shall receive from the Initiating Holder a written request or requests that the Company effect a registration on Form S-3 (or any similar successor form) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by the Initiating Holder, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) as
soon as practicable, but in no event more than 45 days after receipt of the request of the Initiating Holder, use commercially reasonable efforts to effect
such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Initiating Holder's
Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a
written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall
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