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Title: |
Registration Rights Agreement |
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Entities: |
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Date: |
2000 |
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Preview shows 5KB of 40KB total |
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Price: |
$36 |
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ID: |
#1492451 |
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REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT dated as of __________, 2000 is by and
between the parties identified as Securityholders on the signature page of this
Agreement and [Nassau Broadcasting Partners, L.P.][Nassau Broadcasting
Corporation], a Delaware [limited partnership][corporation] (the "Company").
For the purposes of this Agreement, "Securityholder" refers to each of the
parties identified as such on the signature page of this Agreement for as long
as such party holds Registrable Securities (as defined below).
Preliminary Statement
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The Securityholders own the [Class ______ common stock, $___ par
value][Units representing limited partnership interests] of the Company
identified on Exhibit A annexed hereto (the "Subject Securities"). The Subject
Securities of the Continuing Sellers (as defined in the Purchase Agreement (as
defined below)) are being issued pursuant to the Purchase and Exchange Agreement
dated March __, 2000 (the "Purchase Agreement") among the Company['s predecessor
in interest], the Securityholders, and certain others.
The Company and the Securityholders desire to provide for certain
arrangements with respect to the registration by the Company under the
Securities Act of 1933, as defined below, of the Subject Securities.
Agreements
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IT IS MUTUALLY agreed by the parties hereto as follows:
1. Certain Definitions.
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As used in this Agreement, the following terms shall have the following
respec tive meanings:
<PAGE>
"Commission" means the Securities and Exchange Commission, or any
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other Federal agency at the time administering the Securities Act.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
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or any similar Federal statute, and the rules and regulations of the Commission
issued under such Act, as each may, from time to time, be in effect.
"IPO" means the initial issue to the public by the Company of [shares
---
of common stock][limited partnership interests] pursuant to a Registration
Statement under the Securities Act.
"Registrable Securities" means (a) the Subject Securities held by a
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Securityholder, (b) any Subject Securities that are transferred to a transferee
in a transaction with respect to which the rights provided by this Agreement
are assigned to such transferee, as a successor Securityholder, by virtue of
Section 11 of this Agreement, and (c) any other equity securities issued in
respect of the Subject Securities as a result of splits, dividends,
reclassifications, recapitalizations or similar events (including as a result of
the conversion of the Company from a limited partnership to a corporation);
provided, however, that Registrable Securities shall cease to be treated as such
-------- -------
(i) upon any sale pursuant to a Registration Statement or pursuant to Rule 144
under the Securities Act, (ii) if, in the written opinion of counsel to the
Company addressed to a Securityholder, all of such [shares][limited partnership
interests] held by such Securityholder may be sold without restriction pursuant
to Rule 144(k) under the Securities Act, or (iii) upon any sale in any manner to
a person or entity who or which is not entitled, by virtue of Section 11 of this
Agreement, to the rights provided by this Agreement.
"Registration Expenses" means the expenses described in Section 5
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below.
"Registration Statement" means a registration statement filed by the
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Company with the Commission for a public offering and sale of the Company's
[common stock][limited partnership interests] (other than a registration
statement on Form S-8 or Form S-4, or their successors, or any other form for a
similar limited purpose, or any registration statement covering only securities
proposed to be issued in exchange for securities or assets of another entity).
"Securities Act" means the Securities Act of 1933, as amended, or any
--------------
similar Federal statute, and the rules and regulations of the Commission issued
under such Act, as each may, from time to time, be in effect.
2
<PAGE>
2. Request for Registration.
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2.1 If, at any time during the period commencing upon the earlier of
(a)180 days after the IPO and (b) ___________________, 2002 and ending on
__________________, 2006, the Company shall receive a written request
(specifying that it is being made pursuant to this Section 2) from
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