|
|
|
|
Document Preview Registration Rights Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Registration Rights Agreement |
|||
|
Entities: |
||||
|
Date: |
2001 |
|||
|
Size: |
Preview shows 5KB of 73KB total |
|||
|
Price: |
$46 |
|||
|
ID: |
#1161413 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
REGISTRATION RIGHTS AGREEMENT
by and among
KULICKE AND SOFFA INDUSTRIES, INC.
as Issuer,
and
MORGAN STANLEY & CO. INCORPORATED,
as Initial Purchaser
Dated as of August 15, 2001
<PAGE>
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of
August __, 2001 by and among Kulicke and Soffa Industries, Inc., a Pennsylvania
corporation (the "Company"), and Morgan Stanley & Co. Incorporated (the "Initial
Purchaser") pursuant to the Purchase Agreement, dated August 15, 2001 (the
"Purchase Agreement"), among the Company and the Initial Purchaser. In order to
induce the Initial Purchaser to enter into the Purchase Agreement, the Company
has agreed to provide the registration rights set forth in this Agreement. The
execution of this Agreement is a condition to the closing under the Purchase
Agreement.
The Company agrees with the Initial Purchaser, (i) for its benefit as
Initial Purchaser and (ii) for the benefit of the beneficial owners (including
the Initial Purchaser) from time to time of the Notes (as defined herein) and
the beneficial owners from time to time of the Underlying Common Stock (as
defined herein) issued upon conversion of the Notes (each of the foregoing a
"Holder" and together the "Holders"), as follows:
SECTION 1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:
"Affiliate" means with respect to any specified person, an "affiliate,"
as defined in Rule 144, of such person.
"Amendment Effectiveness Deadline Date" has the meaning set forth in
Section 2(d) hereof.
"Applicable Conversion Price" as of any date of determination means the
Conversion Price in effect as of such date of determination or, if no Notes are
then outstanding, the Conversion Price that would be in effect were Notes then
outstanding.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close.
"Common Stock" means the shares of common stock, without par value, of
the Company and any other shares of common stock as may constitute "Common
Stock" for purposes of the Indenture, including the Underlying Common Stock.
"Conversion Price" has the meaning assigned such term in the Indenture.
"Damages Accrual Period" has the meaning set forth in Section 2(e)
hereof.
2
<PAGE>
"Damages Payment Date" means each interest payment date under the
Indenture in the case of Notes, and each February 15 and August 15 in the case
of the Underlying Common Stock.
"Deferral Notice" has the meaning set forth in Section 3(i) hereof.
"Deferral Period" has the meaning set forth in Section 3(i) hereof.
"Effectiveness Deadline Date" has the meaning set forth in Section 2(a)
hereof.
"Effectiveness Period" means the period commencing on the date hereof
and ending on the date that all Registrable Securities have ceased to be
Registrable Securities.
"Event" has the meaning set forth in Section 2(e) hereof.
"Event Date" has the meaning set forth in Section 2(e) hereof.
"Event Termination Date" has the meaning set forth in Section 2(e)
hereof.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.
"Filing Deadline Date" has the meaning set forth in Section 2(a)
hereof.
"Holder" has the meaning set forth in the second paragraph of this
Agreement.
"Indenture" means the Indenture, dated as of August 15, 2001, between
the Company and Chase Manhattan Trust Company, National Association, as trustee,
pursuant to which the Notes are being issued.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us