{"id":43805,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/form-of-registration-rights-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-of-registration-rights-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/form-of-registration-rights-agreement.html","title":{"rendered":"Form of Registration Rights Agreement"},"content":{"rendered":"<pre>                      \n                      FORM OF REGISTRATION RIGHTS AGREEMENT\n                                          \n     1.   INCIDENTAL REGISTRATION.  At any time, and from time to time, after \nthe Company has completed an initial public offering of its common stock \npursuant to a registration statement filed with the Securities and Exchange \nCommission (the \"Commission\"), each time the Company shall determine to \nproceed with the actual preparation and filing of a registration statement \nunder the Securities Act in connection with the proposed offer and sale for \nmoney of any of its securities by it or any of its security holders, the \nCompany will give written notice of its determination to all record holders \nof Purchased Shares.  Upon the written request of a record holder of any \nshares of Purchased Shares given within 15 days after receipt of any such \nnotice from the Company, the Company will, except as herein provided, cause \nall such shares of Purchased Shares, the record holders of which have so \nrequested registration thereof, to be included in such registration \nstatement, all to the extent requisite to permit the sale or other \ndisposition by the prospective seller or sellers of the Purchased Shares to \nbe so registered; provided, however, that nothing herein shall prevent the \nCompany from, at any time, abandoning or delaying any such registration \ninitiated by it. If any registration pursuant to this section shall be \nunderwritten in whole or in part, the Company may require that the Purchased \nShares requested for inclusion pursuant to this section be included in the \nunderwriting on the same terms and conditions as the securities otherwise \nbeing sold through the underwriters.  In the event that the aggregate number \nof Purchased Shares requested for inclusion pursuant to this section would \nconstitute more than ten percent (10%) of the total number of shares to be \nincluded in a proposed underwritten public offering, and if in the good faith \njudgement of the managing underwriter of such public offering the inclusions \nof all of the Purchased Shares originally covered by a request for \nregistration would reduce the number of shares to be offered by the Company \nor interfere with the successful marketing of the shares of stock offered by \nthe Company, the number of shares of Purchased Shares otherwise to be \nincluded in the underwritten public offering may be reduced pro rata among \nthe holders thereof requesting such registration; provided, however, that \nafter any such required reduction the Purchased Shares to be included in such \noffering shall constitute at least ten percent (10%) of the total number of \nshares to be included in such offering.  Those shares of Purchased Shares \nwhich are thus excluded from the underwritten public offering shall be \nwithheld from the market by the holders thereof for a period, not to exceed \n90 days, which the managing underwriter reasonably determines is necessary in \norder to effect the underwritten public offering.\n                                          \n     2.   REGISTRATION PROCEDURES.  If and whenever the Company is required \nby the provisions of Section 1 to effect the registration of any Purchased \nShares under the Securities Act, the Company will:\n                                          \n          (a)  prepare and file with the Commission a registration statement \n     with respect to such securities, and use its best efforts to cause such \n     registration statement to become and remain effective for such period as \n     may be reasonably necessary to effect the sale of such securities, not to \n     exceed three (3) months;\n                                          \n          (b)  prepare and file with the Commission such amendments to such\n     registration statement and supplements to the prospectus contained therein \n     as may be \n\n\n\n     necessary to keep such registration statement effective for such period as \n     may be reasonably necessary to effect the sale of such  securities, not to \n     exceed three (3) months;\n                                          \n          (c)  furnish to the security holders participating in such \n     registration and to the underwriters of the securities being registered \n     such reasonable number of copies of the registration statement, preliminary\n     prospectus, final prospectus and such other documents as such security \n     holders and underwriters may reasonably request in order to facilitate the \n     public offering of such securities;\n                                          \n          (d)  use its best efforts to register or qualify the securities \n     covered by such registration statement under such state securities or blue \n     sky laws of such jurisdictions as such participating holders may reasonably\n     request within 20 days following the original filing of such registration \n     statement, except that the Company shall not for any purpose be required \n     to execute a general consent to service of process or to qualify to do \n     business as a foreign corporation in any jurisdiction wherein it is not so \n     qualified;\n                                          \n          (e)  notify the security holders participating in such registration, \n     promptly after it shall receive notice thereof, of the time when such \n     registration statement has become effective or a supplement to any \n     prospectus forming a part of such registration statement has been filed;\n                                          \n          (f)  notify such holders promptly of any request by the Commission for\n     the amending or supplementing of such registration statement or prospectus \n     or for additional information;\n                                          \n          (g)  prepare and file with the Commission, promptly upon the request \n     of any such holders, any amendments or supplements to such registration \n     statement or prospectus which, in the opinion of counsel for such holders \n     (and concurred in by counsel for the Company), is required under the \n     Securities Act or the rules and regulations thereunder in connection with \n     the distribution of the Purchased Shares by such holder;\n                                          \n          (h)  prepare and promptly file with the Commission and promptly notify\n     such holders of the filing of such amendment or supplement to such \n     registration statement or prospectus as may be necessary to correct any \n     statements or omissions if, at the time when a prospectus relating to such \n     securities is required to be delivered under the Securities Act, any event \n     shall have occurred as the result of which any such prospectus or any other\n     prospectus as then in effect would include an untrue statement of a \n     material fact or omit to state any material fact necessary to make the \n     statements therein, in the light of the circumstances in which they were \n     made, not misleading;\n                                          \n          (i)  advise such holders, promptly after it shall receive notice or \n     obtain knowledge thereof, of the issuance of any stop order by the \n     Commission suspending the effectiveness of such registration statement or \n     the initiation or threatening of any proceeding for that purpose and \n     promptly use its best efforts to prevent the issuance of any stop order or \n     to obtain its withdrawal if such stop order should be issued;\n                                          \n          (j)  not file any amendment or supplement to such registration \n     statement or prospectus to which a majority in interest of such holders \n     shall have reasonably objected \n\n\n\n     on the grounds that such amendment or supplement does not comply in all \n     material respects with the requirements of the Securities Act or the rules \n     and regulations thereunder, after having been furnished with a copy thereof\n     at least five business days prior to the filing thereof, unless in the \n     opinion of counsel for the Company the filing of such amendment or \n     supplement is reasonably necessary to protect the Company from any \n     liabilities under any applicable federal or state law and such filing will \n     not violate applicable law; and\n                                          \n          (k)  at the request of any such holder, furnish on the effective date \n     of the registration statement and, if such registration includes an \n     underwritten public offering, at the closing provided for in the \n     underwriting agreement: (i) opinions, dated such respective dates, of the \n     counsel representing the Company for the purposes of such registration, \n     addressed to the underwriters, if any, and to the holder or holders making \n     such request, covering such matters as such underwriters and holder or \n     holders may reasonably request, in which opinion such counsel shall state \n     (without limiting the generality of the foregoing) that (a) such \n     registration statement has become effective under the Securities Act; \n     (b) to the best of such counsel's knowledge no stop order suspending the\n     effectiveness thereof has been issued and no proceedings for that purpose \n     have been instituted or are pending or contemplated under the Securities \n     Act; (c) the registration statement and each amendment or supplement \n     thereto comply as to form in all material respects with the requirements of\n     the Securities Act and the applicable rules and regulations of the \n     Commission thereunder (except that such counsel need express no opinion \n     as to financial statements contained therein); (d) to the best of the \n     knowledge of such counsel neither the registration statement nor any \n     amendment nor supplement thereto contains any untrue statement of a \n     material fact or omits to state a material fact required to be stated \n     therein or necessary to make the statements therein not misleading (except \n     that such counsel need express no opinion as to financial statements\n     contained therein); (e) the description in the registration statement or \n     any amendment or supplement thereto of legal and governmental proceedings \n     and contracts are accurate and fairly present the information required to \n     be shown; and (f) such counsel does not know of any legal or governmental \n     proceedings, pending or threatened, required to be described in the \n     registration statement or any amendment or supplement thereto which are \n     not described as required nor of any contracts or documents or instruments \n     of the character required to be described in the registration statement \n     or amendment or supplement thereto or to be filed as exhibits to the \n     registration statement, which are not described or filed as required; \n     and (ii) letters, dated such respective dates, from the independent \n     certified public accountants of the Company, addressed to the underwriters,\n     if any, and to the holder or holders making such request, covering such \n     matters as such underwriters and holder or holders may reasonably request,\n     in which letters such accountants shall state (without limiting the \n     generality of the foregoing) that they are independent certified public \n     accountants within the meaning of the Securities Act and that in the \n     opinion of such accountants the financial statements and other financial \n     data of the Company included in the registration statement or any amendment\n     or supplement thereto comply in all material respects with the applicable \n     accounting requirements of the Securities Act.\n                                                                         \n     3.   EXPENSES.  With respect to any registration, including \nregistrations pursuant to Form S-3, the Company shall bear the following \nfees, costs and expenses:  all registration, filing \n\n\n\nand NASD fees, printing expenses, fees and disbursements of counsel and \naccountants for the Company, fees and disbursements or counsel for the \nunderwriter or underwriters of such securities (if the Company and\/or \nselling security holders are required to bear such fees and disbursements), \nall internal Company expenses, the premiums and other costs of policies of \ninsurance against liability arising out of the public offering, and all \nlegal fees and disbursements and other expenses of complying with state \nsecurities or blue sky laws of any jurisdictions in which the securities to \nbe offered are to be registered or qualified.  Fees and disbursements of \ncounsel and accountants for the selling security holders, underwriting \ndiscounts and commissions and transfer taxes for selling security holders \nand any other expenses incurred by the selling security holders not expressly \nincluded above shall be borne by the selling security holders.\n                                          \n     4.   INDEMNIFICATION.  In the event that any Purchased Shares are \nincluded in a registration statement under Section 1:\n                                          \n          (a)  The Company will indemnify and hold harmless each holder of \n     Purchased Shares which are included in a registration statement pursuant \n     to the provisions of Section 1 and any underwriter (as defined in the \n     Securities Act) for such holder and each person, if any, who controls \n     such holder or such underwriter within the meaning of the Securities \n     Act, from and against any and all loss, damage, liability, cost and \n     expense to which such holder or any such underwriter or controlling \n     person may become subject under the Securities Act or otherwise, insofar \n     as such losses, damages, liabilities, costs or expenses are caused by \n     any untrue statement or alleged untrue statement of any material fact \n     contained in such registration statement, any prospectus contained \n     therein or any amendment or supplement thereto, or arise out of or are \n     based upon the omission or alleged omission to state therein a material \n     fact required to be stated therein or necessary to make the statements \n     therein, in light of the circumstances in which they were made, not \n     misleading; provided, however, that the Company will not be liable in \n     any such case to the extent that any such loss, damage, liability, cost \n     or expense arises out of or is based upon an untrue statement or alleged \n     untrue statement or omission or alleged omission so made in conformity \n     with information furnished by such holder, such underwriter or such \n     controlling person.\n                                          \n          (b)  Each holder of Purchased Shares which are included in a \n     registration pursuant to the provisions of Section 1 will indemnify and \n     hold harmless the Company, any controlling person and any underwriter \n     from and against any and all loss, damage, liability, cost or expense to \n     which the Company or any controlling person and\/or any underwriter may \n     become subject under the Securities Act or otherwise, insofar as such \n     losses, damages, liabilities, costs or expenses are caused by any untrue \n     or alleged untrue statement of any material fact contained in such \n     registration statement, any prospectus contained therein or any \n     amendment or supplement thereto, or arise out of or are based upon the \n     omission or the alleged omission to state therein a material fact \n     required to be stated therein or necessary to make the statements \n     therein, in light of the circumstances in which they were made, not \n     misleading, in each case to the extent, but only to the extent, that \n     such untrue statement or alleged untrue statement or omission or alleged \n     omission was so made in reliance upon and in strict conformity with \n     information furnished by such holder.\n\n\n                                          \n          (c)  Promptly after receipt by an indemnified party pursuant to the \n     provisions of paragraph (a) or (b) of this section of notice of the \n     commencement of any action involving the subject matter of the foregoing \n     indemnity provisions, such indemnified party will, if a claim thereof is \n     to be made against the indemnifying party pursuant to the provisions of \n     said paragraph (a) or (b), promptly notify the indemnifying party of the \n     commencement thereof; but the omission to so notify the indemnifying \n     party will not relieve it from any liability which it may have to any \n     indemnified party otherwise than hereunder. In case such action is \n     brought against any indemnified party and it notifies the indemnifying \n     party of the commencement thereof, the indemnifying party shall have the \n     right to participate in, and, to the extent that it may wish, jointly \n     with any other indemnifying party similarly notified, to assume the \n     defense thereof, with counsel satisfactory to such indemnified party; \n     provided, however, if the defendants in any action include both the \n     indemnified party and the indemnifying party and there is a conflict of \n     interest which would prevent counsel for the indemnifying party from \n     also representing the indemnified party, the indemnified party or \n     parties shall have the right to select separate counsel to participate \n     in the defense of such action on behalf of such indemnified party or \n     parties. After notice from the indemnifying party to such indemnified \n     party of its election so to assume the defense thereof, the indemnifying \n     party will not be liable to such indemnified party pursuant to the \n     provisions of said paragraph (a) or (b) for any legal or other expense \n     subsequently incurred by such indemnified party in connection with the \n     defense thereof other than reasonable costs of investigation, unless (i) \n     the indemnified party shall have employed counsel in accordance with the \n     proviso of the preceding sentence, (ii) the indemnified party shall not \n     have employed counsel satisfactory to the indemnified party to represent \n     the indemnfied party within a reasonable time after the notice of the \n     commencement of the action, or (iii) the indemnifying party has \n     authorized the employment of counsel for the indemnified party at the \n     expense of the indemnifying party.\n                                          \n     5.   REGISTRATION RIGHTS OF TRANSFEREES. The registration rights granted \nto the holders of Purchased Shares pursuant to the provisions hereof shall \nalso be for the benefit of, and enforceable by, any subsequent holder of \nPurchased Shares who is (i) a family member of any individual Investor, or \n(ii) a trust, limited liability company or other entity formed for the \nbenefit of any of Investor's family members or descendents.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7322],"corporate_contracts_industries":[],"corporate_contracts_types":[9632,9629],"class_list":["post-43805","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-digital-river-inc","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43805","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43805"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43805"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43805"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43805"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}