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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Entities: |
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Date: |
2001 |
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Preview shows 5KB of 23KB total |
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Price: |
$40 |
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ID: |
#1243498 |
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is made as of June 14, 2000, by and
between McAfee.com Corporation, a Delaware corporation (the "COMPANY"), and the
undersigned stockholders (the "STOCKHOLDERS") of Tufans Technology Corp., a
corporation organized under the laws of the State of Delaware ("Tufans
Technology").
RECITALS
WHEREAS, concurrent with delivery of this Agreement, the Company, Tufans
Technology, the Stockholders and the Escrow Agent are entering into a Share
Purchase Agreement on the date hereof (the "PURCHASE AGREEMENT") which provides
for the purchase (the "PURCHASE") of all of the issued and outstanding shares
of Tufans Technology by the Company in exchange for cash and shares of Company
Class A Common Stock;
WHEREAS, as an inducement to the Stockholders to enter into the Purchase
Agreement, as of the Closing Date, the shares of Company Class A Common Stock
that are issued to the Stockholders pursuant to the Purchase Agreement shall be
granted registration rights as set forth herein; and
WHEREAS, all terms not otherwise defined herein shall have the same
meanings ascribed to them in the Purchase Agreement;
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Registration Rights. The Company covenants and agrees as follows:
1.1 Definitions. For purposes of this Section 1:
(a) The term "Act" means the Securities Act of 1933, as amended.
(b) The term "1934 Act" shall mean the Securities Exchange Act
of 1934, as amended.
(c) The term "register", "registered," and "registration" refer
to a registration effected by preparing and filing a registration statement or
similar document in compliance with the Act, and the declaration or ordering of
effectiveness of such registration statement or document.
(d) The term "Registrable Securities" means the Class A Common
Stock of the Company ("Common Stock") issued to the Stockholders in accordance
with the terms and conditions of the Purchase Agreement, including any escrowed
Common Stock, and any issued as a dividend on or other distribution with respect
to, or in exchange for or replacement of, such common stock.
(e) The term "SEC" shall mean the Securities and Exchange
Commission.
<PAGE> 2
1.2 Obligations of the Company. Whenever required under this
Section 1 to effect the registration of any Registrable Securities, the Company
shall, as soon as reasonably practicable:
(a) Upon written request by Stockholders holding more than 70%
of the total Registrable Securities then held by Stockholders, but in any event
no sooner than 270 days following the Closing, provided the Company is then
eligible to do so under the Act and the 1934 Act, and provided that the
Registrable Securities that are subject to such written request are not
eligible for resale without volume limitation pursuant to Rule 144, 144A or
145, prepare and file with the SEC as soon as reasonably practicable (but,
subject to the provisions below, no more than 60 days from the date of the
Stockholder request), a registration statement on Form S-3 with respect to all
Registrable Securities (hereinafter referred to as the "Registration
Statement"); provided, however, that the Company may delay such filing for a
period of up to 90 days if, after consultation with counsel, the Company
determines in good faith that the filing of a Registration Statement would be
detrimental to the Company and the Company delivers a certificate to the
Stockholders stating the reasonable basis of the delay. The Company may invoke
this privilege no more than twice. Upon filing the Registration Statement, the
Company will use commercially reasonable efforts to cause such registration
statement to become effective as soon as reasonably possible thereafter, and,
subject to the provisions below, use its reasonable best efforts to keep such
registration statement effective for a period of 180 days or, if earlier, until
the Stockholders have sold all of the Registrable Securities. If at any time
after a registration statement becomes effective, the Company advises the
Stockholders in writing that due to any stop order or the existence of material
information that has not been disclosed to the public and included in the
registration statement it is necessary to amend the registration statement, the
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