Registration Rights Agreement dated January 12, 1998. 23 pages
Title: Understanding the Oregon Registration Rights Agreement between Turn stone Systems, Inc. and Purchaser Introduction: The Oregon Registration Rights Agreement is a legally binding contract that outlines the rights and obligations relating to the registration of securities issued by Turn stone Systems, Inc. to a purchaser. This article aims to provide a comprehensive overview of this agreement, its key components, and potentially existing variations. 1. Definition: The Oregon Registration Rights Agreement is a specific contract designed to protect the interests of both Turn stone Systems, Inc. (the issuer) and the purchaser. It facilitates the registration of securities issued by Turn stone Systems, Inc. with the Securities and Exchange Commission (SEC) and ensures the purchaser's right to freely sell or transfer their shares. 2. Key Components: a. Registration Filing: This agreement specifies the responsibilities of Turn stone Systems, Inc. in registering the securities with the appropriate authorities within a reasonable timeframe. b. Expenses: It outlines the allocation of expenses related to the registration process, including filing fees, legal fees, and other incidental costs. c. Demand Rights: Some Oregon Registration Rights Agreements may grant the purchaser the right to demand that Turn stone Systems, Inc. register their securities. This provision can be triggered after a specified period or event. d. Piggyback Rights: Another variation of the Oregon Registration Rights Agreement is the inclusion of piggyback rights, granting the purchaser the opportunity to include their securities in future registrations initiated by Turn stone Systems, Inc. e. Marketing Restrictions: Certain agreements may impose restrictions on the purchaser's ability to publicly market or sell the registered securities. These restrictions typically have a defined time period or conditions. f. Indemnification: The agreement usually includes provisions ensuring that Turn stone Systems, Inc. is responsible for indemnifying the purchaser against any losses or damages incurred due to misrepresentations or omissions in the registration statement. 3. Types of Registration Rights Agreements: a. Standard Oregon Registration Rights Agreement: This is the most common type of agreement, providing the purchaser with basic registration rights, typically allowing them to request registration and receive the benefits of the registration process. b. Enhanced Oregon Registration Rights Agreement: This version may include additional rights and benefits for the purchaser, such as preferential treatment during the registration process or the ability to register securities in subsequent offerings. c. Limited Oregon Registration Rights Agreement: In some cases, Turn stone Systems, Inc. may limit the purchaser's registration rights to specific circumstances or conditions, such as a minimum threshold of securities owned or a pre-defined timeframe. Conclusion: The Oregon Registration Rights Agreement is a crucial document that defines the rights and obligations of Turn stone Systems, Inc. and a purchaser regarding the registration of securities. Depending on the specific circumstances and negotiations, variations may exist, such as demand rights, piggyback rights, and limited agreements. It is vital for both parties to carefully review and understand the agreement's terms to ensure compliance and protect their interests.
Title: Understanding the Oregon Registration Rights Agreement between Turn stone Systems, Inc. and Purchaser Introduction: The Oregon Registration Rights Agreement is a legally binding contract that outlines the rights and obligations relating to the registration of securities issued by Turn stone Systems, Inc. to a purchaser. This article aims to provide a comprehensive overview of this agreement, its key components, and potentially existing variations. 1. Definition: The Oregon Registration Rights Agreement is a specific contract designed to protect the interests of both Turn stone Systems, Inc. (the issuer) and the purchaser. It facilitates the registration of securities issued by Turn stone Systems, Inc. with the Securities and Exchange Commission (SEC) and ensures the purchaser's right to freely sell or transfer their shares. 2. Key Components: a. Registration Filing: This agreement specifies the responsibilities of Turn stone Systems, Inc. in registering the securities with the appropriate authorities within a reasonable timeframe. b. Expenses: It outlines the allocation of expenses related to the registration process, including filing fees, legal fees, and other incidental costs. c. Demand Rights: Some Oregon Registration Rights Agreements may grant the purchaser the right to demand that Turn stone Systems, Inc. register their securities. This provision can be triggered after a specified period or event. d. Piggyback Rights: Another variation of the Oregon Registration Rights Agreement is the inclusion of piggyback rights, granting the purchaser the opportunity to include their securities in future registrations initiated by Turn stone Systems, Inc. e. Marketing Restrictions: Certain agreements may impose restrictions on the purchaser's ability to publicly market or sell the registered securities. These restrictions typically have a defined time period or conditions. f. Indemnification: The agreement usually includes provisions ensuring that Turn stone Systems, Inc. is responsible for indemnifying the purchaser against any losses or damages incurred due to misrepresentations or omissions in the registration statement. 3. Types of Registration Rights Agreements: a. Standard Oregon Registration Rights Agreement: This is the most common type of agreement, providing the purchaser with basic registration rights, typically allowing them to request registration and receive the benefits of the registration process. b. Enhanced Oregon Registration Rights Agreement: This version may include additional rights and benefits for the purchaser, such as preferential treatment during the registration process or the ability to register securities in subsequent offerings. c. Limited Oregon Registration Rights Agreement: In some cases, Turn stone Systems, Inc. may limit the purchaser's registration rights to specific circumstances or conditions, such as a minimum threshold of securities owned or a pre-defined timeframe. Conclusion: The Oregon Registration Rights Agreement is a crucial document that defines the rights and obligations of Turn stone Systems, Inc. and a purchaser regarding the registration of securities. Depending on the specific circumstances and negotiations, variations may exist, such as demand rights, piggyback rights, and limited agreements. It is vital for both parties to carefully review and understand the agreement's terms to ensure compliance and protect their interests.