|
|
|
|
Document Preview Registration Rights Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Registration Rights Agreement |
|||
|
Entities: |
eGain Communications Corp.; Paul, Weiss, Rifkind, Wharton & Garrison |
|||
|
Date: |
2000 |
|||
|
Size: |
Preview shows 12KB of 67KB total |
|||
|
Price: |
$42 |
|||
|
ID: |
#1133583 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of August __, 2000 (this
"Agreement"), among eGain Communications Corporation, a Delaware corporation
(the "Company"), Oak Hill Capital Partners, L.P., Oak Hill Capital Management
Partners, L.P. and Oak Hill Venture Partners, L.P. (collectively, the "Oak Hill
Entities"), and the other Purchasers set forth on Schedule 1 (the Oak Hill
Entities and each of the other Purchasers are herein individually referred to as
a "Holder" and collectively as the "Holders").
WHEREAS, pursuant to the Securities Purchase Agreement, dated as of August
8, 2000 (the "Securities Purchase Agreement"), among the Company and the
Holders, the Company has agreed to issue and sell to the Holders, (a) an
aggregate of ____________ shares of Series A Cumulative Convertible Preferred
Stock, par value $.001 per share (the "Series A Preferred Stock"), of the
Company, (b) an aggregate of ____________ shares of Series B Cumulative
Convertible Preferred Stock, par value $.001 per share (the "Series B Preferred
Stock"), of the Company (collectively with the Series A Cumulative Convertible
Preferred Stock, the "Preferred Stock") and (c) the Warrants (as hereinafter
defined);
WHEREAS, in order to induce each of the Holders to purchase its shares of
Preferred Stock and the Warrants, the Company has agreed to grant registration
rights with respect to the Registrable Securities (as hereinafter defined) and
the Registrable Securities (as hereinafter defined) as set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. As used in this Agreement the following terms have the
-----------
meanings indicated:
"Affiliate" shall mean any Person who is an "affiliate" as defined in
---------
Rule 12b-2 of the General Rules and Regulations under the Exchange Act.
"Approved Underwriter" has the meaning set forth in Section 3(f) of
--------------------
this Agreement.
"Business Day" means any day other than a Saturday, Sunday or other day
------------
on which commercial banks in the State of New York are authorized or required by
law or executive order to close.
"Commission" means the Securities and Exchange Commission or any
----------
similar agency then having jurisdiction to enforce the Securities Act.
<PAGE>
2
"Common Stock" means the Common Stock, par value $.001 per share, of the
------------
Company or any other capital stock of the Company into which such stock is
reclassified or reconstituted and any other common stock of the Company.
"Company" has the meaning set forth in the preamble to this Agreement.
-------
"Company Underwriter" has the meaning set forth in Section 4(a) of this
-------------------
Agreement.
"Designated Holder" means each of the Holders and any transferee of any of
-----------------
them to whom Registrable Securities have been transferred in accordance with
Section 9(f) of this Agreement, other than a transferee to whom Registrable
Securities have been transferred pursuant to a Registration Statement under the
Securities Act or Rule 144 or Regulation S under the Securities Act (or any
successor rule thereto).
"Effectiveness Deadline" has the meaning set forth in Section 3(a) of this
----------------------
Agreement.
"Effectiveness Period" means the period commencing with the date hereof and
--------------------
ending on the date that all Registrable Securities have ceased to be Registrable
Securities.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
------------
the rules and regulations of the Commission thereunder.
"Filing Date" has the meaning set forth in Section 3(a) of this Agreement.
-----------
"Holder" has the meaning set forth in the preamble to this Agreement.
------
"Holders Counsel" has the meaning set forth in Section 6(a)(i) of this
----------------
Agreement.
"Incidental Registration" has the meaning set forth in Section 4(a) of this
-----------------------
Agreement.
"Indemnified Party" has the meaning set forth in Section 7(c) of this
-----------------
Agreement.
"Indemnifying Party" has the meaning set forth in Section 7(c) of this
------------------
Agreement.
<PAGE>
3
"Initial Shelf Registration" has the meaning set forth in Section 3(a) of
--------------------------
this Agreement.
"Initiating Holders" means the Designated Holder or Designated Holders who
------------------
in the aggregate hold at least twenty-five percent (25%) of the outstanding
Registrable Securities.
"Inspector" has the meaning set forth in Section 6(a)(vii) of this
---------
Agreement.
"Liability" has the meaning set forth in Section 7(a) of this Agreement.
---------
"Market Price" means, on any date shall mean the closing bid price per
------------
share of the Common Stock on NASDAQ or, if not then listed or traded on NASDAQ,
such other exchange, market or system that the Common Stock is then listed or
traded on. If on any such date the shares of such Common Stock are not listed
or admitted for trading on any national securities exchange or quoted on NASDAQ
or a similar service, the Market Price for such shares shall be the fair market
value of such shares on such date as determined in good faith by the Board of
Directors of the Company and shall be the value which is agreed upon by at least
66 % of the members thereof, or if such percentage of the members of the Board
of Directors are unable to agree upon the value of such consideration, the value
thereof shall be determined by an independent investment bank of a nationally
recognized stature that is selected by the holders of a majority of the
outstanding shares of Registrable Securities and the Corporation.
"NASD" means the National Association of Securities Dealers, Inc.
----
"NASDAQ" means the National Association of Securities Dealers, Inc.
------
Automated Quotation System.
"Person" means any individual, firm, corporation, partnership, limited
------
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, limited liability company, government (or an
agency or political subdivision thereof) or other entity of any kind, and shall
include any successor (by merger or otherwise) of such entity.
"Preferred Stock" has the meaning set forth in the recitals to this
---------------
Agreement.
"Prospectus" means the prospectus included in any Registration Statement
----------
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or
<PAGE>
4
supplemented by any amendment or prospectus supplement, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.
"Records" has the meaning set forth in Section 6(a)(vii) of this Agreement.
-------
"Registrable Securities" means (i) any and all shares of Common Stock
----------------------
issuable upon the conversion of the Series A Preferred Stock and upon the
exercise of the Warrants, (ii) any securities issued or issuable to any of the
Designated Holders with respect to Registrable Securities by way of dividend or
stock split or other distribution or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise and
any securities issuable upon conversion, exercise or exchange of the Registrable
Securities, and (iii) if the Requisite Shareholder Approval (as defined in the
Certificate of Designations of the Series B Preferred Stock) has not been
obtained, any and all shares of Series C Cumulative Redeemable Preferred Stock
of the Company issuable upon conversion of the Series B Preferred Stock.
"Registration Default" has the meaning set forth in Section 3(h) of this
--------------------
Agreement.
"Registration Expenses" has the meaning set forth in Section 6(d) of this
---------------------
Agreement.
"Registration Statement" means a Registration Statement filed pursuant to
----------------------
the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended, and the
--------------
rules and regulations of the Commission promulgated thereunder.
"Securities Purchase Agreement" has the meaning set forth in the recitals
-----------------------------
to this Agreement.
"Shelf Registration" has the meaning set forth in Section 3(a) of this
------------------
Agreement.
"Subsequent Shelf Registration" has the meaning set forth in Section 3(b)
-----------------------------
of this Agreement.
"Underwriting Initiating Holders" has the meaning set forth in Section 3(a)
-------------------------------
of this Agreement.
"Valid Business Reason" has the meaning set forth in Section 3(e) of this
---------------------
Agreement.
<PAGE>
5
"Warrants" has the meaning set forth in the Securities Purchase Agreement.
--------
2. General; Securities Subject to this Agreement.
---------------------------------------------
(a) Grant of Rights. The Company hereby grants registration rights to
---------------
the Designated Holders upon the terms and conditions set forth in this
Agreement.
(b) Registrable Securities. For the purposes of this Agreement,
----------------------
|
End of Preview |
Home Intelligence Services Subscriptions News About Us