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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Entities: |
Gables Realty Limited Partnership; Gables Residential Trust; Dechert LLP |
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Date: |
2002 |
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Size: |
Preview shows 5KB of 81KB total |
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Price: |
$47 |
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ID: |
#1456937 |
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GABLES RESIDENTIAL TRUST
AND
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
REGISTRATION RIGHTS AGREEMENT
September 27, 2002
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT dated September 27, 2002 (this "Agreement") is entered into by and among Gables Residential Trust, a Maryland real estate investment trust (the "Company"), and Teachers Insurance and Annuity Association of America, a New York Corporation ("TIAA").
The Company and TIAA are parties to the Securities Purchase Agreement dated September 27, 2002 (the "Securities Purchase Agreement"), which provides for the sale by the Company to TIAA of 1,600,000 shares of 7.875% Series C Cumulative Redeemable Preferred Shares of beneficial interest, par value $.01 per share (collectively, the "Securities"). As an inducement to TIAA to enter into the Securities Purchase Agreement, the Company agrees to provide to TIAA and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Securities Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the following meanings:
"Business Day" shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law or executive order to remain closed.
"Closing Date" shall mean the Closing Date as defined in the Securities Purchase Agreement.
"Company" shall have the meaning set forth in the preamble and shall also include the Company's successors and assigns.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.
"Exchange Dates" shall have the meaning set forth in Section 2(a)(ii) hereof.
"Exchange Offer" shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.
"Exchange Offer Registration" shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.
"Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein.
"Exchange Securities" shall mean cumulative redeemable preferred shares of beneficial interest issued by the Company with terms identical to the Securities in all material respects (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual dividend rate as provided in Section 2(e) hereof for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.
"Holders" shall mean TIAA, for so long as it owns any Registrable Securities, and each of its successors, assigns and direct and indirect transferees who become owners of Registrable Securities; provided that for purposes of Sections 6 and 7 of this Agreement, the term "Holders" shall include Participating Broker-Dealers.
"Majority Holders" shall mean the Holders of a majority of the outstanding shares of Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount.
"Participating Broker-Dealers" shall have the meaning set forth in Section 6(a) hereof.
"Person" shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.
"Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.
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