Registration Rights Agreement between IGEN International, Inc. and purchasers regarding sale of shares dated January 11, 2000. 23 pages.
Title: North Dakota Registration Rights Agreement: A Comprehensive Overview for the Sale of Shares by GEN International, Inc. and Purchasers Keywords: North Dakota Registration Rights Agreement, GEN International, Inc., purchasers, sale of shares, types Introduction: The North Dakota Registration Rights Agreement acts as a crucial legal instrument between GEN International, Inc. and purchasers for the sale of shares. This agreement governs the registration of securities, ensuring transparency and compliance with the applicable laws and regulations in North Dakota. To provide a comprehensive understanding, this article outlines the critical aspects and possible types of North Dakota Registration Rights Agreements utilized by GEN International, Inc. 1. General Overview: The North Dakota Registration Rights Agreement facilitates the smooth sale of shares between GEN International, Inc. and purchasers, while ensuring compliance with state and federal securities laws. This agreement offers purchasers the right to have their shares registered or have access to relevant registration statements filed by GEN International, Inc., depending on the type of agreement. 2. Types of North Dakota Registration Rights Agreements: a. Demand Registration Rights Agreement: This agreement grants purchasers the right to demand that GEN International, Inc. registers their shares with the Securities and Exchange Commission (SEC) following predefined conditions. Typically, purchasers are required to hold a minimum threshold of shares or satisfy other specified criteria before exercising this registration option. b. Piggyback Registration Rights Agreement: Under this agreement, purchasers have the privilege to "piggyback" on any planned registration statement filed by GEN International, Inc. This provision permits purchasers to include their shares for registration and sale under the same offering, alongside GEN International's shares. However, the inclusion is subject to the satisfaction of certain conditions, including the approval of the issuer. c. Form S-3 Shelf Registration Rights Agreement: This type of agreement provides purchasers with the right to request registration of their shares on Form S-3, a streamlined registration statement for eligible issuers. By utilizing this option, GEN International, Inc. can offer greater flexibility and speed in registering the shares requested by purchasers, subject to certain conditions and eligibility criteria. 3. Key Provisions and Considerations: a. Effectiveness of Registration: The agreement typically outlines the conditions that must be met for the registration statement to become effective, including the cooperation of purchasers in disclosure and qualification requirements. b. Expenses: It defines the allocation of expenses related to the registration process, such as legal fees, registration fees, and printing costs, ensuring a fair sharing between GEN International, Inc. and purchasers. c. Indemnification: The agreement includes provisions outlining the indemnification and liability responsibilities of both GEN International, Inc. and purchasers in relation to the accuracy and completeness of the registration statements. Conclusion: The North Dakota Registration Rights Agreement plays a vital role in enabling a transparent and compliant sale of shares between GEN International, Inc. and purchasers. By understanding the different types of agreements available, such as the demand registration rights, piggyback registration rights, and Form S-3 shelf registration rights agreements, all parties can navigate the securities' registration process effectively.
Title: North Dakota Registration Rights Agreement: A Comprehensive Overview for the Sale of Shares by GEN International, Inc. and Purchasers Keywords: North Dakota Registration Rights Agreement, GEN International, Inc., purchasers, sale of shares, types Introduction: The North Dakota Registration Rights Agreement acts as a crucial legal instrument between GEN International, Inc. and purchasers for the sale of shares. This agreement governs the registration of securities, ensuring transparency and compliance with the applicable laws and regulations in North Dakota. To provide a comprehensive understanding, this article outlines the critical aspects and possible types of North Dakota Registration Rights Agreements utilized by GEN International, Inc. 1. General Overview: The North Dakota Registration Rights Agreement facilitates the smooth sale of shares between GEN International, Inc. and purchasers, while ensuring compliance with state and federal securities laws. This agreement offers purchasers the right to have their shares registered or have access to relevant registration statements filed by GEN International, Inc., depending on the type of agreement. 2. Types of North Dakota Registration Rights Agreements: a. Demand Registration Rights Agreement: This agreement grants purchasers the right to demand that GEN International, Inc. registers their shares with the Securities and Exchange Commission (SEC) following predefined conditions. Typically, purchasers are required to hold a minimum threshold of shares or satisfy other specified criteria before exercising this registration option. b. Piggyback Registration Rights Agreement: Under this agreement, purchasers have the privilege to "piggyback" on any planned registration statement filed by GEN International, Inc. This provision permits purchasers to include their shares for registration and sale under the same offering, alongside GEN International's shares. However, the inclusion is subject to the satisfaction of certain conditions, including the approval of the issuer. c. Form S-3 Shelf Registration Rights Agreement: This type of agreement provides purchasers with the right to request registration of their shares on Form S-3, a streamlined registration statement for eligible issuers. By utilizing this option, GEN International, Inc. can offer greater flexibility and speed in registering the shares requested by purchasers, subject to certain conditions and eligibility criteria. 3. Key Provisions and Considerations: a. Effectiveness of Registration: The agreement typically outlines the conditions that must be met for the registration statement to become effective, including the cooperation of purchasers in disclosure and qualification requirements. b. Expenses: It defines the allocation of expenses related to the registration process, such as legal fees, registration fees, and printing costs, ensuring a fair sharing between GEN International, Inc. and purchasers. c. Indemnification: The agreement includes provisions outlining the indemnification and liability responsibilities of both GEN International, Inc. and purchasers in relation to the accuracy and completeness of the registration statements. Conclusion: The North Dakota Registration Rights Agreement plays a vital role in enabling a transparent and compliant sale of shares between GEN International, Inc. and purchasers. By understanding the different types of agreements available, such as the demand registration rights, piggyback registration rights, and Form S-3 shelf registration rights agreements, all parties can navigate the securities' registration process effectively.