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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Entities: |
Hilton Hotels Corp.; Skadden, Arps, Slate, Meagher & Flom LLP |
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Date: |
2002 |
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Size: |
Preview shows 21KB of 60KB total |
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Price: |
$47 |
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ID: |
#741868 |
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REGISTRATION RIGHTS AGREEMENT
by and between
HILTON HOTELS CORPORATION
and
PAN GLOBAL PARTNERS
Dated as of May 1, 2002
| 1. | CERTAIN DEFINITIONS. | 1 | ||||
2. |
DEMAND REGISTRATIONS. |
2 | ||||
| (a | ) | Right to Request Registration | 2 | |||
| (b | ) | Number of Demand Registrations | 2 | |||
| (c | ) | Priority on Demand Registrations | 2 | |||
| (d | ) | Restrictions on Demand Registrations | 3 | |||
| (e | ) | Selection of Underwriters | 4 | |||
| (f | ) | Other Registration Rights | 4 | |||
| (g | ) | Effective Period of Demand Registrations | 4 | |||
3. |
PIGGYBACK REGISTRATIONS |
4 | ||||
| (a | ) | Right to Piggyback | 4 | |||
| (b | ) | Priority on Primary Registrations | 4 | |||
| (c | ) | Priority on Secondary Registrations | 5 | |||
| (d | ) | Selection of Underwriters | 5 | |||
4. |
SHELF REGISTRATION |
5 | ||||
5. |
HOLDBACK AGREEMENTS |
5 | ||||
6. |
REGISTRATION PROCEDURES |
6 | ||||
7. |
REGISTRATION EXPENSES |
9 | ||||
8. |
INDEMNIFICATION |
9 | ||||
9. |
PARTICIPATION IN UNDERWRITTEN REGISTRATIONS |
11 | ||||
10. |
RULE 144 |
11 | ||||
11. |
HOLDER TO SELL IN COMPLIANCE WITH LAWS |
12 | ||||
12. |
MISCELLANEOUS |
12 | ||||
| (a | ) | Notices | 12 | |||
| (b | ) | No Waivers | 13 | |||
| (c | ) | Certificate | 13 | |||
| (d | ) | Expenses | 13 | |||
| (e | ) | Successors and Assigns and Third Party Beneficiaries | 13 | |||
| (f | ) | Governing Law | 13 | |||
| (g | ) | Jurisdiction | 13 | |||
| (h | ) | Waiver of Jury Trial | 14 | |||
| (i | ) | Counterparts; Effectiveness | 14 | |||
| (j | ) | Entire Agreement | 14 | |||
| (k | ) | Captions | 14 | |||
| (l | ) | Severability | 14 | |||
| (m | ) | Amendments | 14 | |||
| (n | ) | Aggregation of Stock | 14 | |||
| (o | ) | Equitable Relief | 15 | |||
| (p | ) | Limitations under Purchase Agreement not to Apply | 15 | |||
REGISTRATION RIGHTS AGREEMENT dated as of May 1, 2002, between Hilton Hotels Corporation, a Delaware corporation (the "Company"), and Pan Global Partners, a Hawaii limited partnership (the "Stockholder").
In consideration of the mutual covenants and agreements herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:
1. Certain Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:
"Affiliate" of any Person means any other Person which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
"Agreement" means this Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to this Registration Rights Agreement as the same may be in effect at the time such reference becomes operative.
"Business Day" means any day on which commercial banks are open for business in New York, New York.
"Common Stock" means common stock, par value $2.50 per share, of the Company.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Final Date" has the meaning specified in Section 4 hereof.
"Holder" means any holder of record of Registrable Common Stock and any transferees of such Registrable Common Stock from such Holders, other than holders who acquire such Common Stock pursuant to an effective Registration Statement. For purposes of this Agreement, the Company may deem and treat the registered holder of Registrable Common Stock as the Holder and absolute owner thereof, and the Company shall not be affected by any notice to the contrary.
"Person" means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof) or any other entity.
"Prospectus" means the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Common Stock covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.
"Purchase Agreement" means the Partnership Interest Purchase and Sale Agreement and Joint Escrow Instructions, dated as of April 22, 2002, by and among Hilton Waikoloa, LLC, a Delaware limited liability company, Pan Global Partners, a Hawaii limited partnership, Hilton Recreation, Inc., a Delaware corporation and the Company.
1
"Registrable Common Stock" means the Common Stock received by the Stockholder pursuant to the Purchase Agreement; provided that a security ceases to be Registrable Common Stock when it is no longer a Transfer Restricted Security.
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