Title: Understanding the Michigan Registration Rights Agreement between VIA Net. Works, Inc. and Certain Stockholders Introduction: The Michigan Registration Rights Agreement is a legally binding contract entered into between VIA Net. Works, Inc. (referred to as "the Company") and certain stockholders. This agreement outlines the rights and obligations of the stockholders related to the registration of their securities with the U.S. Securities and Exchange Commission (SEC) under Michigan state law. It allows eligible stockholders to register their shares for sale in the public market, facilitating liquidity and potentially enhancing the overall value of their investment. Keywords: Michigan Registration Rights Agreement, VIA Net. Works Inc., stockholders, securities registration, SEC, Michigan state law, public market, liquidity, investment value Understanding the Key Elements: 1. Parties Involved: The Michigan Registration Rights Agreement involves two primary parties: VIA Net. Works, Inc. as the issuer of the securities and specific stockholders who meet certain eligibility criteria stipulated in the agreement. 2. Purpose: This agreement enables eligible stockholders to request the registration of their securities with the SEC, providing them an opportunity to sell their shares in the public market. It grants the stockholders' registration rights, protecting their interests and ensuring compliance with applicable laws. 3. Registration Process: The agreement outlines the procedures, timelines, and requirements for registering the securities. It may cover both initial registrations and subsequent registrations for additional offerings in accordance with SEC regulations. 4. Notice and Demand Provisions: The agreement establishes the methods and timelines for stockholders to exercise their registration rights. It typically includes provisions requiring the stockholders to provide written notice to the Company indicating their intent to register their securities. Additionally, it may define the minimum number or percentage of shares required to be registered for a valid demand. 5. Company's Obligations: The Company is typically responsible for fulfilling certain obligations under the agreement. This may include preparing and filing the registration statements with the SEC, responding to SEC comments, and making necessary disclosures. The agreement may also address the Company's indemnification obligations to the registered stockholders. 6. Limitations and Conditions: The agreement may define certain limitations on the number of shares that can be registered by a stockholder during a specified period. It could also include restrictions relating to underwritten offerings, distribution restrictions, or blackout periods when registrations cannot be made. Types of Michigan Registration Rights Agreements: 1. Demand Registration Agreement: Allows stockholders to request the registration of their securities whenever they desire, subject to certain conditions outlined in the agreement. 2. Piggyback Registration Agreement: Enables stockholders to include their securities for sale in a registration statement the Company files for itself or other stockholders. This option provides liquidity to stockholders, allowing them to benefit from potential market opportunities. Conclusion: The Michigan Registration Rights Agreement between VIA Net. Works, Inc. and certain stockholders plays a crucial role in protecting the rights and interests of stockholders in relation to the registration of their securities. It helps foster liquidity, provide investment value, and comply with regulatory requirements, making it an essential component for both the Company and stockholders alike.
Michigan Registration Rights Agreement Agreement between VIA Net.Works, Inc. and certain stockholders
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Piggyback registration rights, where the investor is entitled to register its securities when either the company or another investor initiates the registration. Holders of piggyback rights are allowed to include their securities in a registration initiated by the company or another investor. Registration Rights | Practical Law - Westlaw Westlaw ? document ? Registrat... Westlaw ? document ? Registrat...
If the seller complies with Rule 144, the sale will not violate the registration requirements of the Securities Act. Rule 144 imposes certain holding period, informational, volume, manner of sale and notice obligations in certain situations and for certain stockholders. key considerations in drafting a registration rights agreement from ... friedfrank.com ? siteFiles ? Publications friedfrank.com ? siteFiles ? Publications
Primary tabs Form S-3 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting company issuers to file in order to issue shelf offerings. Form S-3 | Wex | US Law | LII / Legal Information Institute cornell.edu ? wex ? form_s-3 cornell.edu ? wex ? form_s-3
Piggyback registration rights, where the investor is entitled to register its securities when either the company or another investor initiates the registration. Holders of piggyback rights are allowed to include their securities in a registration initiated by the company or another investor.
One type of registration rights?known as demand rights?allows investors to force a company to go public. Piggyback rights, another type, allow investors to have their shares included in a liquidity event.
What Is Registration Right? A registration right is a right entitling an investor who owns restricted stock to require that a company list the shares publicly so that the investor can sell them. Registration rights, if exercised, can force a privately-held company to become a publicly-traded company. Registration Right: What it is, How it Works - Investopedia investopedia.com ? terms ? registrationright investopedia.com ? terms ? registrationright
Demand registration vs Piggyback registration Demand registration allows shareholders to demand that a company undergo an IPO, whereas investors relying on piggyback registration do not share that right of pushing a company to undertake an IPO.
Qualified Piggy Back Registration means a Registration by the Company of its equity securities for its own account or for the account of Other Stockholders that either (a) occurs at a time when any Registrable Securities are not registered under a Shelf Registration Statement or (b) is a registered public offering that ...