Oregon Registration Rights Agreement Agreement between VIA Net.Works, Inc. and certain stockholders

• Category: Corporations - Public - Registration
• State: Multi-State
• Control #: US-EG-9431
• Format: Word; Rich Text

Description

Registration Rights Agreement between VIA Net.Works, Inc. and certain stockholders dated September 29, 1999. 12 pages. Title: Understanding the Oregon Registration Rights Agreement: Key Provisions and Types Introduction: The Oregon Registration Rights Agreement is a legally binding contract between VIA Net. Works, Inc. (the "Company") and certain stockholders that governs their rights and obligations related to the registration of securities issued by the Company in the state of Oregon. This agreement provides stockholders with the opportunity to register their shares for sale or transfer, enabling them to enhance liquidity and potentially realize a return on their investment. In this article, we will delve into the intricacies of the Oregon Registration Rights Agreement, highlighting its key provisions and exploring any variations or types that may exist. 1. The Purpose and Benefits of the Oregon Registration Rights Agreement: The Oregon Registration Rights Agreement serves to establish clear guidelines for the registration process, protecting the interests of both VIA Net. Works, Inc. and its stockholders. Its main purpose is to provide stockholders with certain rights and mechanisms to demand registration statements, allowing them to sell or transfer their shares in a public offering or privately negotiated transactions. By doing so, the agreement aims to enhance stockholder liquidity and marketability of shares, potentially supporting the overall value of the Company. 2. Key Provisions of the Oregon Registration Rights Agreement: a. Demand Registration Rights: The agreement typically grants certain stockholders the right to request that the Company register their shares for sale in a public offering. b. Piggyback Registration Rights: This provision enables stockholders to "piggyback" on registrations initiated by the Company or other stockholders, allowing them to include their shares in the registration. c. Shelf Registration Rights: In some cases, the agreement may include provisions for shelf registrations, permitting stockholders to periodically sell their shares in an ongoing manner without the need for additional registration statements. d. Registration Expenses: The agreement usually stipulates the allocation of registration expenses between the Company and participating stockholders. e. Indemnification: Provisions regarding indemnification protect the Company and its stockholders against any liabilities or losses arising from the registration process. f. Lock-Up Periods: Some Oregon Registration Rights Agreements may include lock-up periods, during which stockholders are restricted from selling or transferring their registered shares. 3. Variations or Types of the Oregon Registration Rights Agreement: a. Series-Specific Agreement: Depending on the capital structure of VIA Net. Works, Inc., there may be separate registration rights agreements for different series of preferred stock or convertible securities. b. Shareholder Thresholds: The Oregon Registration Rights Agreement may differ based on stockholder categories, such as founding shareholders, strategic investors, or institutional investors, considering the varying needs and contributions of each group. Conclusion: The Oregon Registration Rights Agreement is a crucial legal instrument that ensures transparency and fairness in the registration process for VIA Net. Works, Inc.'s stockholders. By providing them with distinct rights and avenues for liquidity, the agreement aims to strike a balance between the interests of the Company and its stockholders. Understanding its key provisions, such as demand and piggyback registration rights, shelf registrations, indemnification, and lock-up periods, is essential for both parties involved.

Title: Understanding the Oregon Registration Rights Agreement: Key Provisions and Types Introduction: The Oregon Registration Rights Agreement is a legally binding contract between VIA Net. Works, Inc. (the "Company") and certain stockholders that governs their rights and obligations related to the registration of securities issued by the Company in the state of Oregon. This agreement provides stockholders with the opportunity to register their shares for sale or transfer, enabling them to enhance liquidity and potentially realize a return on their investment. In this article, we will delve into the intricacies of the Oregon Registration Rights Agreement, highlighting its key provisions and exploring any variations or types that may exist. 1. The Purpose and Benefits of the Oregon Registration Rights Agreement: The Oregon Registration Rights Agreement serves to establish clear guidelines for the registration process, protecting the interests of both VIA Net. Works, Inc. and its stockholders. Its main purpose is to provide stockholders with certain rights and mechanisms to demand registration statements, allowing them to sell or transfer their shares in a public offering or privately negotiated transactions. By doing so, the agreement aims to enhance stockholder liquidity and marketability of shares, potentially supporting the overall value of the Company. 2. Key Provisions of the Oregon Registration Rights Agreement: a. Demand Registration Rights: The agreement typically grants certain stockholders the right to request that the Company register their shares for sale in a public offering. b. Piggyback Registration Rights: This provision enables stockholders to "piggyback" on registrations initiated by the Company or other stockholders, allowing them to include their shares in the registration. c. Shelf Registration Rights: In some cases, the agreement may include provisions for shelf registrations, permitting stockholders to periodically sell their shares in an ongoing manner without the need for additional registration statements. d. Registration Expenses: The agreement usually stipulates the allocation of registration expenses between the Company and participating stockholders. e. Indemnification: Provisions regarding indemnification protect the Company and its stockholders against any liabilities or losses arising from the registration process. f. Lock-Up Periods: Some Oregon Registration Rights Agreements may include lock-up periods, during which stockholders are restricted from selling or transferring their registered shares. 3. Variations or Types of the Oregon Registration Rights Agreement: a. Series-Specific Agreement: Depending on the capital structure of VIA Net. Works, Inc., there may be separate registration rights agreements for different series of preferred stock or convertible securities. b. Shareholder Thresholds: The Oregon Registration Rights Agreement may differ based on stockholder categories, such as founding shareholders, strategic investors, or institutional investors, considering the varying needs and contributions of each group. Conclusion: The Oregon Registration Rights Agreement is a crucial legal instrument that ensures transparency and fairness in the registration process for VIA Net. Works, Inc.'s stockholders. By providing them with distinct rights and avenues for liquidity, the agreement aims to strike a balance between the interests of the Company and its stockholders. Understanding its key provisions, such as demand and piggyback registration rights, shelf registrations, indemnification, and lock-up periods, is essential for both parties involved.