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Title: |
Registration Rights Agreement |
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Entities: |
Morgan Stanley Group Inc; Cleary, Gottlieb, Steen & Hamilton; Gibbons, Del Deo, Dolan, Griffinger & Vecchione |
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Date: |
2000 |
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Size: |
Preview shows 5KB of 68KB total |
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Price: |
$36 |
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ID: |
#1538864 |
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<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>
CONFORMED COPY
--------------------------------------------------------------------------------
REGISTRATION RIGHTS AGREEMENT
dated as of June 15, 2000
among
NATIONAL DISCOUNT BROKERS GROUP, INC.
and the
STOCKHOLDERS LISTED HEREIN
--------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
----
Section 1 Definitions.................................................1
Section 2 Demand Registration.........................................5
Section 3 Piggyback Registration......................................7
Section 4 Expenses....................................................8
Section 5 Holdback Agreement..........................................8
Section 6 Preparation and Filing......................................9
Section 7 Indemnification............................................11
Section 8 Underwriting Agreement.....................................14
Section 9 Information by Holder......................................14
Section 10 Exchange Act Compliance....................................14
Section 11 Rule 144 Requirements......................................15
Section 12 Restriction on Transfer....................................15
Section 13 Successors and Assigns.....................................16
Section 14 Assignment.................................................17
Section 15 Entire Agreement...........................................17
Section 16 Notices....................................................17
Section 17 Modifications; Amendments..................................19
Section 18 Counterparts...............................................19
Section 19 Headings...................................................19
Section 20 Severability...............................................20
Section 21 Governing Law; Submission to Jurisdiction..................20
Section 22 Suspension of Disposition of Registrable Shares............20
<PAGE>
REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of June 15,
2000, among NATIONAL DISCOUNT BROKERS GROUP, INC., a Delaware corporation
(together with its successors, the "Company"), and the stockholders of the
Company listed on Schedule I hereto (the "Investors").
Each Investor currently owns or has the right to acquire the number of
shares of Common Stock, $.01 par value (the "Common Stock"), of the Company set
forth opposite the name of such Investor on Schedule I. The parties hereto deem
it to be in their best interests to set forth their rights and obligations in
connection with certain public offerings and sales of shares of Common Stock.
Accordingly, the parties agree as follows:
SECTION 1
Definitions
As used in this Agreement, the following terms shall have the following
meanings:
"Affiliate" shall have the meaning ascribed to it in Rule 12b-2
promulgated under the Exchange Act. Notwithstanding the foregoing, no Party (nor
any Affiliate of such Party) shall be considered an Affiliate of another Party
(or any of it Affiliates) provided, that no Person that is an Affiliate of an
Investor, on the one hand, shall be deemed to be an Affiliate of the Company, on
the other hand, and vice versa; and provided, further, that any Person that in
the absence of this provision might be deemed to be an Affiliate of both an
Investor and the Company shall for the purposes hereof be an Affiliate only of
the party with which such Person is principally affiliated.
"Board of Directors" shall mean the Board of Directors of the Company,
as from time to time constituted.
"Business Day" shall mean any day other than a Saturday, Sunday or a day
on which the New York Stock Exchange or banking institutions in the State of New
York are authorized or obligated by law or executive order to close.
"Change in Control" shall mean (i) any merger or consolidation of the
Company in which the holders of voting securities and Common Stock Equivalents
outstanding immediately prior to such merger or consolidation have the right to
receive, upon consummation of such transaction less than fifty percent (50%) of
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