A Delaware Registration Rights Agreement is a legally binding document that outlines the rights, obligations, and restrictions related to the registration of securities issued by a company. In this case, the Agreement is between VIA Net. Works, Inc. (the "Company") and certain stockholders. This Agreement is crucial to protect the rights of stockholders in terms of being able to sell or transfer their shares in a timely manner. The primary purpose of a Delaware Registration Rights Agreement is to ensure that the Company provides stockholders with the opportunity to register their shares with the Securities and Exchange Commission (SEC). Through this agreement, stockholders can request the registration of their shares either for sale to the public or for the purpose of making them freely tradable. There are different types of Delaware Registration Rights Agreements commonly used, including "Demand Registration Rights" and "Piggyback Registration Rights". 1. Demand Registration Rights: This type of agreement grants stockholders the right to request the Company to register their shares with the SEC. Stockholders can exercise this right by submitting a written demand to the Company, specifying the number of shares they wish to register and the intended offering. 2. Piggyback Registration Rights: These rights allow stockholders to "piggyback" on a registration initiated by the Company. If the Company decides to register its own shares or those of other stockholders, those with piggyback rights can include their own shares in the registration statement and participate in the offering. Some key provisions often included in a Delaware Registration Rights Agreement are: — Filing and Expenses: The agreement typically states that the Company is responsible for preparing and filing the registration statement with the SEC, as well as covering the associated expenses. — Timelines: The agreement may specify certain timelines for the registration process, including the submission of demand requests, filing deadlines, and the effective date of the registration statement. — Indemnification: The Company may include provisions to indemnify the stockholders in case of any legal claims, losses, or damages arising from the registration process. — Lock-Up Period: The agreement might include a lock-up period during which stockholders are restricted from selling their shares after the registration becomes effective. This is often done to prevent significant fluctuations in the stock's price immediately after an offering. In summary, the Delaware Registration Rights Agreement establishes the registration process for securities issued by VIA Net. Works, Inc., and sets forth the rights and obligations of stockholders in relation to the registration of their shares. The agreement ensures transparency, protects stockholder rights, and facilitates the potential sale or transfer of securities in compliance with applicable securities laws.
Delaware Registration Rights Agreement Agreement between VIA Net.Works, Inc. and certain stockholders
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