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Title: |
Resale Registration Rights Agreement |
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Entities: |
Apogent Technologies Inc.; Banc of America Securities LLC; Credit Suisse First Boston LLC; Fleet Securities, Inc.; HSBC Securities (USA), Inc.; J.P. Morgan Securities Inc.; Lehman Brothers Inc.; Quality Scientific Plastics Inc ; Royal Bank of Scotland plc; Scotia Capital (USA) Inc.; Suntrust Capital Markets, Inc.; Bank of New York |
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Date: |
2004 |
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Size: |
Preview shows 19KB of 81KB total |
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Price: |
$46 |
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ID: |
#1944014 |
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RESALE REGISTRATION RIGHTS AGREEMENT
among
APOGENT TECHNOLOGIES INC.,
AS ISSUER
and
THE SEVERAL SUBSIDIARY GUARANTORS
FROM TIME TO TIME PARTIES HERETO,
AS GUARANTORS
and
LEHMAN BROTHERS INC.
BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON LLC
ABN AMRO ROTHSCHILD LLC
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
SUNTRUST CAPITAL (USA) INC.
THE ROYAL BANK OF SCOTLAND PLC
HSBC SECURITIES (USA) INC.
DATED AS OF DECEMBER 17, 2003
TABLE OF CONTENTS
| Page | ||||
| 1. | Definitions | 1 | ||
| 2. | Shelf Registration. | 4 | ||
| 3. | Additional Amounts. | 6 | ||
| 4. | Registration Procedures. | 7 | ||
| 5. | Registration Expenses. | 13 | ||
| 6. | Indemnification and Contribution | 14 | ||
| 7. | Rule 144A. | 17 | ||
| 8. | Participation in Underwritten Registrations. | 17 | ||
| 9. | Selection of Underwriters. | 17 | ||
| 10. | Miscellaneous. | 18 | ||
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of December 17, 2003, among Apogent Technologies Inc., a Wisconsin corporation (together with any successor entity, herein referred to as the ?Issuer?), and the several subsidiary guarantors from time to time parties hereto (collectively, the ?Guarantors?) and Lehman Brothers Inc., Banc of America Securities LLC, J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, ABN AMRO Rothschild LLC, Fleet Securities, Inc., Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc., The Royal Bank of Scotland plc and HSBC Securities (USA) Inc. (collectively, the ?Initial Purchasers?).
Pursuant to the Purchase Agreement, dated December 12, 2003, among the Issuer, the Guarantors and the Initial Purchasers (the ?Purchase Agreement?), the Initial Purchasers have agreed to purchase from the Issuer $300,000,000 aggregate principal amount of Floating Rate Senior Convertible Contingent Debt Securities (the ?CODES?) due 2033 together with the several guarantees forming a part thereof (the ?Guarantees? and, together with the CODES, the ?Securities?) (or up to $345,000,000 aggregate principal amount of CODES to the extent the Initial Purchasers exercise their option to purchase additional Securities in full, as set forth in the Purchase Agreement). The CODES initially will be convertible into fully paid, nonassessable (subject to Section 180.0622(2)(b) of the Wisconsin Business Corporation Law) common stock, par value $0.01 per share, of the Issuer (the ?Common Stock?) on the terms, and subject to the conditions, set forth in the Indenture (as defined herein). To induce the Initial Purchasers to purchase the Securities, the Issuer and the Guarantors have agreed, pursuant to the Purchase Agreement, to provide the registration rights set forth in this Agreement.
The parties hereby agree as follows:
1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:
Additional Amounts: As defined in Section 3(a) hereof.
Additional Amounts Payment Date: Each Interest Payment Date.
Affiliate: As such term is defined in Rule 405 under the Securities Act.
Agreement: This Resale Registration Rights Agreement, as amended, modified or otherwise supplemented from time to time in accordance with the terms hereof.
Blue Sky Application: As defined in Section 6(a) hereof.
Broker-Dealer: Any broker or dealer registered under the Exchange Act.
Business Day: A day other than a Saturday or Sunday or any day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.
Closing Date: The date of this Agreement.
Commission: Securities and Exchange Commission.
Common Stock: As defined in the preamble hereto.
Credit Agreement: The Credit Agreement dated as of July 29, 2003 among the Issuer, the Guarantors and the several lenders from time to time parties thereto, as such Credit Agreement is amended, modified or supplemented from time to time in accordance with the terms thereof.
Effectiveness Period: As defined in Section 2(a)(iii) hereof.
Effectiveness Target Date: As defined in Section 2(a)(ii) hereof.
Exchange Act: Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.
Guarantees: As defined in the preamble hereto.
Guarantors: As defined in the preamble hereto.
Holder: A Person who owns, beneficially or otherwise, Transfer Restricted Securities.
Holder Questionnaire: As defined in Section 2(b) hereof.
Indemnified Holder: As defined in Section 6(a) hereof.
Indenture: The Indenture, dated as of December 17, 2003, among the Issuer, the Guarantors and The Bank of New York, as trustee (the ?Trustee?), pursuant to which the Securities are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof.
Initial Purchasers: As defined in the preamble hereto.
Initial Shelf Filing Deadline: As defined in Section 2(a)(i) hereof.
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