Registration Rights Agreement between VIA Net.Works, Inc. and certain stockholders dated September 29, 1999. 12 pages.
Title: Nevada Registration Rights Agreement: Comprehensive Overview Target Audience: Stockholders of VIA Net. Works, Inc. Keywords: Nevada Registration Rights Agreement, stockholders, VIA Net. Works, Inc., detailed description, types Introduction: In this article, we will delve into the Nevada Registration Rights Agreement between VIA Net. Works, Inc. and certain stockholders, providing a detailed description of its various aspects. By understanding the significance and provisions of this agreement, stockholders can gain valuable insights into their rights and responsibilities. Let's explore the multiple types of Nevada Registration Rights Agreements that exist within this context. 1. Type 1: Piggyback Registration Rights: The Piggyback Registration Rights agreement is a common type under the Nevada Registration Rights Agreement. It enables stockholders to "piggyback" on a previously initiated registration statement prepared by VIA Net. Works, Inc. In simpler terms, it grants stockholders the right to include their shares for registration, alongside the shares of VIA Net. Works, Inc., when the company plans to go public or conduct a secondary offering. 2. Type 2: Demand Registration Rights: Demand Registration Rights allow stockholders to "demand" the registration of their shares at any time. If the stockholders wish to sell their shares or need liquidity, they can request VIA Net. Works, Inc. to file a registration statement with the Securities and Exchange Commission (SEC). The company must comply with these requests to facilitate the sale of stockholder shares. 3. Type 3: Shelf Registration Rights: Shelf Registration Rights offer greater flexibility to stockholders as they can register their shares for future sale without immediate intention of selling them. This type allows stockholders to have their shares included in a shelf registration statement filed by VIA Net. Works, Inc., giving them the ability to sell their shares over a predetermined period. Key Provisions of Nevada Registration Rights Agreement: a. S-3 Eligibility: The agreement may specify the conditions for stockholders to maintain or obtain S-3 eligibility, enabling them to freely and quickly register their securities without SEC review. b. Lock-up Periods: Certain Nevada Registration Rights Agreements may include lock-up provisions, restricting stockholders from selling their shares for a specified period after an initial public offering (IPO). This provision is to safeguard the company's market stability. c. Registration Expenses: The agreement outlines the responsibility for registration expenses, be it the company's or the stockholders'. This provision ensures fair distribution of the costs associated with the registration process. d. Indemnification: The agreement can include provisions to protect both the company and stockholders from potential legal claims resulting from the registration process. Conclusion: The Nevada Registration Rights Agreement between VIA Net. Works, Inc. and certain stockholders encompasses different types of arrangements, including Piggyback, Demand, and Shelf Registration Rights. Understanding these types and the agreement's key provisions ensures stockholders can exercise their registration rights effectively while maintaining a fair and transparent process. Familiarizing oneself with this agreement enhances shareholders' ability to navigate the intricacies of securities registration.
Title: Nevada Registration Rights Agreement: Comprehensive Overview Target Audience: Stockholders of VIA Net. Works, Inc. Keywords: Nevada Registration Rights Agreement, stockholders, VIA Net. Works, Inc., detailed description, types Introduction: In this article, we will delve into the Nevada Registration Rights Agreement between VIA Net. Works, Inc. and certain stockholders, providing a detailed description of its various aspects. By understanding the significance and provisions of this agreement, stockholders can gain valuable insights into their rights and responsibilities. Let's explore the multiple types of Nevada Registration Rights Agreements that exist within this context. 1. Type 1: Piggyback Registration Rights: The Piggyback Registration Rights agreement is a common type under the Nevada Registration Rights Agreement. It enables stockholders to "piggyback" on a previously initiated registration statement prepared by VIA Net. Works, Inc. In simpler terms, it grants stockholders the right to include their shares for registration, alongside the shares of VIA Net. Works, Inc., when the company plans to go public or conduct a secondary offering. 2. Type 2: Demand Registration Rights: Demand Registration Rights allow stockholders to "demand" the registration of their shares at any time. If the stockholders wish to sell their shares or need liquidity, they can request VIA Net. Works, Inc. to file a registration statement with the Securities and Exchange Commission (SEC). The company must comply with these requests to facilitate the sale of stockholder shares. 3. Type 3: Shelf Registration Rights: Shelf Registration Rights offer greater flexibility to stockholders as they can register their shares for future sale without immediate intention of selling them. This type allows stockholders to have their shares included in a shelf registration statement filed by VIA Net. Works, Inc., giving them the ability to sell their shares over a predetermined period. Key Provisions of Nevada Registration Rights Agreement: a. S-3 Eligibility: The agreement may specify the conditions for stockholders to maintain or obtain S-3 eligibility, enabling them to freely and quickly register their securities without SEC review. b. Lock-up Periods: Certain Nevada Registration Rights Agreements may include lock-up provisions, restricting stockholders from selling their shares for a specified period after an initial public offering (IPO). This provision is to safeguard the company's market stability. c. Registration Expenses: The agreement outlines the responsibility for registration expenses, be it the company's or the stockholders'. This provision ensures fair distribution of the costs associated with the registration process. d. Indemnification: The agreement can include provisions to protect both the company and stockholders from potential legal claims resulting from the registration process. Conclusion: The Nevada Registration Rights Agreement between VIA Net. Works, Inc. and certain stockholders encompasses different types of arrangements, including Piggyback, Demand, and Shelf Registration Rights. Understanding these types and the agreement's key provisions ensures stockholders can exercise their registration rights effectively while maintaining a fair and transparent process. Familiarizing oneself with this agreement enhances shareholders' ability to navigate the intricacies of securities registration.