|
|
|
|
Document Preview Registration Rights Agreement [Amended and Restated No. 1] |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Registration Rights Agreement [Amended and Restated No. 1] |
|||
|
Entities: |
||||
|
Date: |
2002 |
|||
|
Size: |
Preview shows 14KB of 67KB total |
|||
|
Price: |
$42 |
|||
|
ID: |
#199272 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
FIRST AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
PACKAGING INVESTORS, L.P.,
DCBS INVESTORS, L.L.C.,
CB INVESTORS, L.L.C.,
THOMAS J. WOLF,
AND
PACKAGING DYNAMICS CORPORATION
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
1. SECURITIES SUBJECT TO THIS AGREEMENT................................................................1
1.1 Definitions...................................................................................1
1.2 Registrable Securities........................................................................2
1.3 Holders of Registrable Securities.............................................................2
2. SHELF REGISTRATION..................................................................................2
2.1 Request for Shelf Registration................................................................2
2.2 Effective Shelf Registration and Expenses.....................................................3
2.3 Underwriting Procedures.......................................................................4
2.4 Selection of Underwriters.....................................................................4
3. DEMAND REGISTRATION.................................................................................4
3.1 Request for Demand Registration...............................................................4
3.2 Effective Demand Registration and Expenses....................................................5
3.3 Underwriting Procedures.......................................................................5
3.4 Selection of Underwriters.....................................................................5
4. PIGGY-BACK REGISTRATION OF COMMON STOCK.............................................................6
5. HOLDBACK AGREEMENTS.................................................................................7
6. REGISTRATION PROCEDURES.............................................................................7
7. REGISTRATION EXPENSES..............................................................................11
8. INDEMNIFICATION; CONTRIBUTION......................................................................12
8.1 Indemnification by Packaging Dynamics........................................................12
8.2 Indemnification by Each Holder...............................................................12
8.3 Conduct of Indemnification Proceedings.......................................................13
8.4 Contribution.................................................................................13
9. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS........................................................14
10. COVENANT OF HOLDERS OF REGISTRABLE SECURITIES......................................................14
11. RULE 144...........................................................................................14
12. MISCELLANEOUS......................................................................................15
12.1 Recapitalization, Exchanges, etc., Affecting Packaging Dynamics' Capital Stock...............15
12.2 No Inconsistent Agreements...................................................................15
12.3 Remedies.....................................................................................15
12.4 Amendments and Waivers.......................................................................15
12.5 Notices......................................................................................15
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
12.6 Successors and Assigns.......................................................................17
12.7 Counterparts.................................................................................17
12.8 Headings.....................................................................................17
12.9 Governing Law................................................................................17
12.10 Severability.................................................................................17
12.11 Entire Agreement.............................................................................18
{/TABLE}
ii
{PAGE}
FIRST AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT,
dated October 23, 2002 (this "Agreement"), among Packaging Dynamics Corporation,
a Delaware corporation ("Packaging Dynamics"), Packaging Investors, L.P., a
Delaware limited partnership ("Packaging Investors"), DCBS Investors, L.L.C., a
Delaware limited liability company ("DCBS Investors"), CB Investors, L.L.C., a
Delaware limited liability company ("CB Investors") and Mr. Thomas J. Wolf
("TJW"). Packaging Investors, DCBS Investors, CB Investors and TJW are sometimes
hereinafter referred to as the "Holders" and each of them, individually, as a
Holder.
Packaging Dynamics and the Holders are entering into this
Agreement with respect to the Registrable Securities (as hereinafter defined) in
accordance with (a) paragraph 2 of that certain letter agreement, dated March
18, 2002 (the "Letter Agreement"), among the Holders and Ivex Packaging
Corporation, a Delaware corporation ("Ivex") of which Packaging Dynamics was an
indirect wholly-owned subsidiary at the time of the execution thereof, and (b)
Section 8.6 of the Stock Purchase Agreement (the "Stock Purchase Agreement"),
dated the date hereof, among the stockholders of Wolf Packaging, Inc and
Packaging Dynamics, L.L.C.
The parties hereby agree as follows:
1. SECURITIES SUBJECT TO THIS AGREEMENT
1.1 Definitions
1.1.1 "Common Stock" means Packaging Dynamics' common stock,
par value $.01 per share, as constituted on the date hereof, any stock into
which such common stock shall have been changed or any stock resulting from any
reclassification of such common stock, and all other stock of any class or
classes (however designated) of the Company, the holders of which have the
right, without limitation as to amount, either to all or to a share of the
balance of current dividends and liquidating dividends after the payment of
dividends and distributions of any shares entitled to preference, and any shares
of capital stock issued or issuable with respect to any of the foregoing as a
result of any stock split, stock dividend, reorganization, merger,
recapitalization, exchange or similar event or otherwise.
1.1.2 "Registrable Securities" means, subject to Section 1.2,
any shares of Common Stock issued to a Holder in the transaction described in
(a) paragraph 2 of that certain letter agreement, dated March 18, 2002, among
Ivex Packaging Corporation, a Delaware corporation, DCBS Investors, CB Investors
and Packaging Investors, or (b) Section 8.6 of the Stock Purchase Agreement, or
acquired by a Holder thereafter and any securities issued or issuable with
respect to any Common Stock referred to above by way of stock dividend or stock
split or in connection with a combination of shares,
{PAGE}
recapitalization, merger, consolidation or other reorganization or otherwise.
1.1.3 "Stockholders Agreement" means that certain Stockholders
Agreement, dated as of July 1, 2002, among Packaging Dynamics, Packaging
Investors, DCBS Investors and CB Investors.
1.2 Registrable Securities. Only Registrable Securities shall be
eligible for registration pursuant to the terms hereof. For purposes of this
Agreement, Registrable Securities will cease to be Registrable Securities when
(i) a registration statement covering such Registrable Securities has been
declared effective under the Securities Act of 1933, as amended (the "Act"), by
the Securities and Exchange Commission (the "SEC"), and such Registrable
Securities have been disposed of pursuant to such effective registration
statement or (ii) the entire amount of Registrable Securities proposed to be
sold in a single sale is, or, in the opinion of counsel to Packaging Dynamics,
may be distributed to the public pursuant to Rule 144 (or any successor
provision then in force) under the Act or otherwise without registration under
the Act.
1.3 Holders of Registrable Securities. A person is deemed to be a
holder of Registrable Securities whenever such person owns of record or
beneficially Registrable Securities. If Packaging Dynamics receives conflicting
instructions, notices or elections from two or more persons with respect to the
same Registrable Securities, Packaging Dynamics shall act upon the basis of the
instructions, notice or election received from the registered owner of such
Registrable Securities.
2. SHELF REGISTRATION
2.1 Request for Shelf Registration. Packaging Dynamics shall file as
soon as reasonably practicable upon the written request of the holder or holders
of Registrable Securities (other than TJW) constituting one percent (1.0%) or
more of the aggregate outstanding shares of Common Stock as of the date hereof,
one or more "shelf" registration statements on Form S-3 (or any successor
thereto) under the Act with respect to the Registrable Securities pursuant to
Rule 415 under the Act and/or any similar rule that may be adopted by the SEC
(the "Shelf Registration"). Notwithstanding the immediately preceding sentence
or any other provision of this Agreement, Packaging Dynamics shall have no
obligation to register Registrable Securities under this Section 2.1 on more
than three occasions with respect to any holder of Registrable Securities
(except for TJW who shall not be entitled to initiate a request) and shall have
no obligation to register, or to commence any registration of, Registrable
Securities under this Section 2.1 (a) until after the sixtieth (60th) day
following the date of the distribution of Common Stock pursuant to the
Distribution Agreement, dated March 18, 2002, between Ivex and Packaging
Dynamics (the "Distribution"), (b) if any such registration does not have an
aggregate offering price of more than $1 million or (c) at any time when
Packaging Dynamics is not eligible to use Form S-3 (or any successor thereto)
under the Act to register the Registrable Securities covered by such written
request.
2
{PAGE}
Each Holder may offer its Registrable Securities under any
Shelf Registration pursuant to this Section 2.1. At least fifteen (15) business
days prior to the first anticipated filing date of each Shelf Registration,
Packaging Dynamics shall notify each holder of Registrable Securities of the
information Packaging Dynamics reasonably requires from each such holder if they
elect to have any of their Registrable Securities included in the Shelf
Registration (the "Requested Information"). Packaging Dynamics shall include the
Registrable Securities of any Holder that provides such information in such
Shelf Registration. If within five (5) business days prior to the first
anticipated filing date, Packaging Dynamics has not received the Requested
Information in writing from any of such holders (the "Non-Responsive Holders"),
Packaging Dynamics may file the Shelf Registration without including the
Registrable Securities of the Non-Responsive Holders. At any time subsequent to
the date of the first filing of the Shelf Registration and up to the date that
is ten (10) days prior to the first anticipated effective date of such Shelf
Registration, a Non-Responsive Holder may notify Packaging Dynamics in writing
that it elects to have all or part of its Registrable Securities included in the
Shelf Registration and Packaging Dynamics shall so include such Registrable
Securities in such Shelf Registration; provided, however, that such
|
End of Preview |
Home Intelligence Services Subscriptions News About Us