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Title: |
Registration Rights Agreement |
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Date: |
2004 |
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Preview shows 7KB of 25KB total |
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Price: |
$38 |
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ID: |
#980548 |
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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is made as of October 1, 2003, by and among MTC TECHNOLOGIES, INC., a Delaware corporation (the Company), and VISHAL SOIN, an individual, AMOL SOIN, an individual and INDU SOIN, an individual (each, a Shareholder, and together, with their permitted successors and assigns, the Shareholders).
The parties to this Agreement hereby agree as follows:
| 1. | Registration. Each time the Company determines to proceed with the preparation and filing of a registration statement under the Securities Act of 1933, as amended (the 1933 Act) in connection with the proposed offer and sale for money of any of its Common Shares (as defined in Section 11(h) below), whether by the Company or any of its security holders (other than on Forms S-4 or S-8, or any successor or similar form), the Company shall give written notice of its determination to the Shareholders. Upon the written request of a Shareholder given to the Company within 20 days after the giving of notice by the Company, the Company shall, subject to the provisions of Section 3 hereof, cause all Registrable Securities (as defined in Section 11(h) below) that the Shareholder has requested to be registered to be included in the registration statement. |
| 2. | Limitations. Notwithstanding the provisions of Section 1 hereof, after the registration statement has been declared effective, the Company will have the right to suspend the use of the registration statement for such period (not to exceed 90 days) as may be necessary to permit the Company to prepare and file with the Securities and Exchange Commission (the SEC) any amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the 1933 Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; provided that the Company will only be entitled to utilize this clause twice in any 12 month period to remedy material misstatements or omissions for which the Company would be required to indemnify Shareholders under Section 6(a). |
| 3. | Withdrawal. If, at any time after giving written notice of its intention to register any securities pursuant to Section 1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to each Shareholder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. |
| 4. | Registration Procedures. If and whenever the Company is required by the provisions of Section 1 to effect the registration of Registrable Securities under the 1933 Act, the Company shall: |
| (a) | prepare and file with the SEC such amendments to the registration statement and supplements to the prospectus contained therein and take any other actions as may be necessary to keep the registration statement effective until the earlier of (i) the date on which all Registrable Securities covered by the registration statement have been sold and (ii) 180 days after the effective date of the registration statement, provided that any such 180-day period will be extended for a period equal to the period that the Shareholder refrains, at the request of the Company or any underwriter of Registrable Securities, from selling any Registrable Securities included in the registration; |
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