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Title: |
Registration Rights Agreement |
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Date: |
2005 |
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Size: |
Preview shows 5KB of 73KB total |
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Price: |
$51 |
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ID: |
#1221900 |
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REGISTRATION RIGHTS AGREEMENT
June 29, 2005
SG COWEN & CO., LLC
As Representative of the several Initial Purchasers
c/o SG Cowen & Co., LLC
1221 Avenue of the Americas
New York, New York 10020
Dear Ladies and Gentlemen:
Evergreen Solar, Inc., a Delaware corporation (the "Company"), proposes to
issue and sell to the several initial purchasers (the "Initial Purchasers")
named in Schedule A to a Purchase Agreement dated June 23, 2005 between the
Company and the Initial Purchasers (the "Purchase Agreement"), upon the terms
set forth in the Purchase Agreement, its 4.375% Convertible Subordinated Notes
due 2012 (the "Notes").
As an inducement to the Initial Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to their obligations thereunder,
the Company agrees with each of the Initial Purchasers, for the benefit of the
Holders (as defined below), as follows:
1. DEFINITIONS.
(a) Unless the context otherwise requires, the terms defined in this
Section 1 shall have the meanings herein specified for all purposes of
this Agreement, applicable to both the singular and plural forms of any of
the terms herein defined.
"Additional Interest Accrual Period" has the meaning set forth in
Section 3 hereof.
"Additional Interest Amount" has the meaning set forth in Section 3
hereof.
"Additional Interest Payment Date" means each July 1 and January 1.
"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.
<PAGE>
"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.
"Change in Control" has the meaning assigned such term in the
Indenture.
"Closing Date" means the original issuance date of the Notes
pursuant to the Indenture.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the common stock, par value $0.01 per share, of
the Company, and any other stock as may constitute "Common Stock" for the
purposes of the Indenture, including the Underlying Shares.
"Company" has the meaning set forth in the first paragraph of this
Agreement until a successor shall have become such pursuant to the
Indenture, after which the term "Company" shall mean such successor.
"Conversion Price" has the meaning assigned such term in the
Indenture.
"Deferral Notice" has the meaning set forth in Section 4(h) hereof.
"Deferral Period" has the meaning set forth in Section 4(h) hereof.
"Effectiveness Deadline Date" has the meaning set forth in Section
2(a) hereof.
"Effectiveness Period" means the period commencing on the date the
Initial Shelf Registration Statement is declared effective and ending on
the date that all of the Notes and the Underlying Shares 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 promulgated
thereunder.
"Filing Deadline Date" has the meaning set forth in Section 2(a)
hereof.
"Holder" means a Person who owns, beneficially or otherwise,
Registrable Securities.
"Holders' Information" has the meaning set forth in Section 7(a)
hereof.
"Indenture" means the Indenture dated as of June 29, 2005 between
the Company and the Trustee, pursuant to which the Notes are being issued,
as originally executed or as it may from time to time be supplemented or
amended by one or more
<PAGE>
indentures supplemental thereto entered into pursuant to the applicable
provisions thereof.
"Initial Purchasers" has the meaning set forth in the first
paragraph hereof.
"Initial Shelf Registration Statement" has the meaning set forth in
Section 2(a) hereof.
"Inspector" has the meaning set forth in Section 4(p) hereof.
"Material Event" has the meaning set forth in Section 4(h) hereof.
"Notes" has the meaning set forth in the first paragraph of this
Agreement.
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