Registration Rights Agreement between VIA Net.Works, Inc. and certain stockholders dated September 29, 1999. 12 pages.
Title: Overview of Washington Registration Rights Agreement Between VIA Net. Works, Inc. and Certain Stockholders Introduction: A Washington Registration Rights Agreement is a legal document that outlines the rights and obligations of VIA Net. Works, Inc. and certain stockholders in relation to the registration of securities. This agreement allows stockholders to protect their investment by ensuring their ability to sell or transfer their shares in capital markets. Here, we will provide a comprehensive description of the Washington Registration Rights Agreement, highlighting its types and key considerations. Types of Washington Registration Rights Agreement: 1. Piggyback Registration Rights: Piggyback registration rights grant the stockholders the privilege to include their shares in a public registration filed by the company. It ensures that if VIA Net. Works, Inc. decides to go public or initiate a public offering, eligible stockholders can demand the inclusion of their shares, maximizing their opportunities for liquidity. 2. Demand Registration Rights: Demand registration rights provide stockholders with the ability to request VIA Net. Works, Inc. to register their shares with the Securities and Exchange Commission (SEC) on their behalf. This type of registration is initiated by stockholders when they wish to sell a substantial number of shares, offering them greater control over the timing and terms of the registration. Key Provisions of a Washington Registration Rights Agreement: 1. Eligibility Requirements: The agreement specifies the criteria that stockholders must meet to exercise their registration rights. This typically includes minimum ownership thresholds, holding period restrictions, and other prerequisites to ensure the fairness and prevent abuse of registration privileges. 2. Notice and Information Rights: The agreement outlines the procedures and timelines for stockholders to provide notice of their intent to register securities. It also describes the information stockholders must provide to VIA Net. Works, Inc. for compliance with regulatory requirements, ensuring transparency and mutually beneficial communication. 3. Registration Expenses: The agreement specifies the allocation of the costs associated with the registration process, such as filing fees, legal expenses, and underwriting discounts. Typically, these expenses are borne by the company, but certain fees may be apportioned to the participating stockholders. 4. Indemnification and Liability: To protect stockholders, the agreement includes provisions for indemnification from liabilities arising from any misrepresentations or omissions in the registration statement. It clarifies the responsibilities and potential liabilities of both VIA Net. Works, Inc. and the stockholders, ensuring fair and equitable treatment for both parties. Conclusion: A Washington Registration Rights Agreement plays a vital role in safeguarding the interests of both VIA Net. Works, Inc. and its stockholders by establishing clear guidelines for the registration of securities. By granting piggyback and demand registration rights, the agreement allows stockholders to access the capital markets and maximize their investment opportunities. Whether through piggyback or demand registration, this agreement ensures transparency, fairness, and compliance with regulatory requirements, benefiting all parties involved.
Title: Overview of Washington Registration Rights Agreement Between VIA Net. Works, Inc. and Certain Stockholders Introduction: A Washington Registration Rights Agreement is a legal document that outlines the rights and obligations of VIA Net. Works, Inc. and certain stockholders in relation to the registration of securities. This agreement allows stockholders to protect their investment by ensuring their ability to sell or transfer their shares in capital markets. Here, we will provide a comprehensive description of the Washington Registration Rights Agreement, highlighting its types and key considerations. Types of Washington Registration Rights Agreement: 1. Piggyback Registration Rights: Piggyback registration rights grant the stockholders the privilege to include their shares in a public registration filed by the company. It ensures that if VIA Net. Works, Inc. decides to go public or initiate a public offering, eligible stockholders can demand the inclusion of their shares, maximizing their opportunities for liquidity. 2. Demand Registration Rights: Demand registration rights provide stockholders with the ability to request VIA Net. Works, Inc. to register their shares with the Securities and Exchange Commission (SEC) on their behalf. This type of registration is initiated by stockholders when they wish to sell a substantial number of shares, offering them greater control over the timing and terms of the registration. Key Provisions of a Washington Registration Rights Agreement: 1. Eligibility Requirements: The agreement specifies the criteria that stockholders must meet to exercise their registration rights. This typically includes minimum ownership thresholds, holding period restrictions, and other prerequisites to ensure the fairness and prevent abuse of registration privileges. 2. Notice and Information Rights: The agreement outlines the procedures and timelines for stockholders to provide notice of their intent to register securities. It also describes the information stockholders must provide to VIA Net. Works, Inc. for compliance with regulatory requirements, ensuring transparency and mutually beneficial communication. 3. Registration Expenses: The agreement specifies the allocation of the costs associated with the registration process, such as filing fees, legal expenses, and underwriting discounts. Typically, these expenses are borne by the company, but certain fees may be apportioned to the participating stockholders. 4. Indemnification and Liability: To protect stockholders, the agreement includes provisions for indemnification from liabilities arising from any misrepresentations or omissions in the registration statement. It clarifies the responsibilities and potential liabilities of both VIA Net. Works, Inc. and the stockholders, ensuring fair and equitable treatment for both parties. Conclusion: A Washington Registration Rights Agreement plays a vital role in safeguarding the interests of both VIA Net. Works, Inc. and its stockholders by establishing clear guidelines for the registration of securities. By granting piggyback and demand registration rights, the agreement allows stockholders to access the capital markets and maximize their investment opportunities. Whether through piggyback or demand registration, this agreement ensures transparency, fairness, and compliance with regulatory requirements, benefiting all parties involved.