Colorado Registration Rights Agreement between Chief Consolidated Mining Company and Dimeling

• Category: Corporations - Public - Registration
• State: Multi-State
• Control #: US-EG-9169
• Format: Word; Rich Text

Description

Registration Rights Agreement between Chief Consolidated Mining Company and Dimeling, Schreiber and Park dated November 19, 1999. 20 pages A Colorado Registration Rights Agreement between Chief Consolidated Mining Company and Dimpling is a legally binding contract that outlines the rights and obligations of both parties regarding the registration of securities issued by Chief Consolidated Mining Company. The agreement includes specific provisions that allow Dimpling, as an existing shareholder, to have their shares registered with the U.S. Securities and Exchange Commission (SEC) or state securities regulatory authorities. One type of Colorado Registration Rights Agreement could be the Demand Registration Rights Agreement. This agreement allows Dimpling to request that Chief Consolidated Mining Company registers their shares with the SEC or relevant regulatory authorities. Dimpling has the right to make these demands at any time for an unlimited number of times, or within a specified time frame, depending on the negotiated terms. However, Chief Consolidated Mining Company may have the right to delay the registration under certain circumstances, such as during blackout periods or if such registration could have a material adverse effect on the company. Another type is the Piggyback Registration Rights Agreement. This agreement grants Dimpling the right, but not the obligation, to include their shares in any registration statement filed by Chief Consolidated Mining Company. If Chief Consolidated Mining Company intends to register its shares for a public offering, Dimpling has the opportunity to "piggyback" on that registration and have their shares included. However, Chief Consolidated Mining Company holds the discretion to reduce or exclude Dimpling's shares if the underwriters advise against the inclusion or if the registration would restrict the ability to complete the offering satisfactorily. The Agreement generally includes the following key provisions: 1. Registration Process: It outlines the procedures and steps involved in the registration process, including the responsibility for preparing and filing the registration statement, providing necessary information, and paying the associated expenses. 2. Demand or Piggyback Rights: It specifies whether Dimpling has demand registration rights, piggyback rights, or both, and the terms and conditions related to exercising these rights. 3. Cutbacks and Reductions: It addresses the circumstances under which Chief Consolidated Mining Company can reduce or exclude Dimpling's shares from a registration statement, and any limitations on such actions. 4. Indemnification: It includes provisions that require Chief Consolidated Mining Company to indemnify Dimpling against any losses, liabilities, or damages arising from any material misstatements or omissions in the registration statement and related documents. 5. Governing Law and Dispute Resolution: It determines the governing law of the agreement (usually Colorado), jurisdiction, and the method of resolving disputes, which is often arbitration. 6. Termination: It outlines under what circumstances the agreement can be terminated or expired, such as upon the completion of the registration or by mutual agreement of both parties. It is crucial for both Chief Consolidated Mining Company and Dimpling to carefully review and negotiate the terms and conditions of the Colorado Registration Rights Agreement to ensure their respective rights and obligations are adequately addressed. Consulting legal professionals with experience in securities regulation and corporate law is highly recommended creating an agreement that protects the parties' interests while complying with relevant laws and regulations.

A Colorado Registration Rights Agreement between Chief Consolidated Mining Company and Dimpling is a legally binding contract that outlines the rights and obligations of both parties regarding the registration of securities issued by Chief Consolidated Mining Company. The agreement includes specific provisions that allow Dimpling, as an existing shareholder, to have their shares registered with the U.S. Securities and Exchange Commission (SEC) or state securities regulatory authorities. One type of Colorado Registration Rights Agreement could be the Demand Registration Rights Agreement. This agreement allows Dimpling to request that Chief Consolidated Mining Company registers their shares with the SEC or relevant regulatory authorities. Dimpling has the right to make these demands at any time for an unlimited number of times, or within a specified time frame, depending on the negotiated terms. However, Chief Consolidated Mining Company may have the right to delay the registration under certain circumstances, such as during blackout periods or if such registration could have a material adverse effect on the company. Another type is the Piggyback Registration Rights Agreement. This agreement grants Dimpling the right, but not the obligation, to include their shares in any registration statement filed by Chief Consolidated Mining Company. If Chief Consolidated Mining Company intends to register its shares for a public offering, Dimpling has the opportunity to "piggyback" on that registration and have their shares included. However, Chief Consolidated Mining Company holds the discretion to reduce or exclude Dimpling's shares if the underwriters advise against the inclusion or if the registration would restrict the ability to complete the offering satisfactorily. The Agreement generally includes the following key provisions: 1. Registration Process: It outlines the procedures and steps involved in the registration process, including the responsibility for preparing and filing the registration statement, providing necessary information, and paying the associated expenses. 2. Demand or Piggyback Rights: It specifies whether Dimpling has demand registration rights, piggyback rights, or both, and the terms and conditions related to exercising these rights. 3. Cutbacks and Reductions: It addresses the circumstances under which Chief Consolidated Mining Company can reduce or exclude Dimpling's shares from a registration statement, and any limitations on such actions. 4. Indemnification: It includes provisions that require Chief Consolidated Mining Company to indemnify Dimpling against any losses, liabilities, or damages arising from any material misstatements or omissions in the registration statement and related documents. 5. Governing Law and Dispute Resolution: It determines the governing law of the agreement (usually Colorado), jurisdiction, and the method of resolving disputes, which is often arbitration. 6. Termination: It outlines under what circumstances the agreement can be terminated or expired, such as upon the completion of the registration or by mutual agreement of both parties. It is crucial for both Chief Consolidated Mining Company and Dimpling to carefully review and negotiate the terms and conditions of the Colorado Registration Rights Agreement to ensure their respective rights and obligations are adequately addressed. Consulting legal professionals with experience in securities regulation and corporate law is highly recommended creating an agreement that protects the parties' interests while complying with relevant laws and regulations.