Clark Nevada Registration Rights Agreement between IGEN International, Inc. and purchasers regarding sale of shares

• Category: Corporations - Public - Rights
• State: Multi-State
• County: Clark
• Control #: US-EG-9343
• Format: Word; Rich Text

Description

Registration Rights Agreement between IGEN International, Inc. and purchasers regarding sale of shares dated January 11, 2000. 23 pages. The Clark Nevada Registration Rights Agreement is a legally binding contract between GEN International, Inc. (hereinafter referred to as "GEN") and its purchasers, governing the registration and sale of shares. It provides certain rights and obligations for both parties and ensures transparency and fairness during the process of offering and selling shares to the purchasers. Here, we will provide a detailed description of the agreement, its purpose, key components, and the different types that may exist. The purpose of the Clark Nevada Registration Rights Agreement is to grant specific registration rights to the purchasers of GEN's shares. These rights allow the purchasers to request the registration of their shares with the Securities and Exchange Commission (SEC) under certain circumstances and conditions specified in the agreement. Key components of the agreement: 1. Registration Obligation: GEN undertakes the obligation to register the purchasers' shares with the SEC, under the Securities Act of 1933, subject to limitations and conditions outlined in the agreement. 2. Demand Registration Rights: The agreement may grant the purchasers the right to request GEN to register their shares with the SEC. This right might be subject to minimum thresholds, such as a minimum number or percentage of shares to be registered, and predetermined timeframes or limitations. 3. Piggyback Registration Rights: The agreement may also include piggyback rights, which enable the purchasers to include their shares in any registration statement filed by GEN in connection with a public offering, subject to certain conditions and limitations. 4. Registration Expenses: The agreement may specify how the registration expenses will be divided between GEN and the purchasers. Typically, GEN bears the costs of filing the registration statement, while the purchasers are responsible for other expenses like legal fees, underwriting discounts, and selling commissions. 5. Lock-up Period: In some cases, the agreement may impose a lock-up period during which the purchasers are restricted from selling their shares after an initial public offering (IPO) or another significant event. This is often done to stabilize the market and prevent excessive selling pressure on the shares immediately after the offering. Different types of Clark Nevada Registration Rights Agreement: 1. Series A Preferred Stock Registration Rights Agreement: This specific agreement applies to the purchasers of Series A preferred stock and outlines the registration rights and obligations specifically related to this class of shares. 2. Common Stock Registration Rights Agreement: This agreement governs the registration rights for purchasers of common stock and includes provisions tailored to the characteristics of these shares. 3. Class B Voting Stock Registration Rights Agreement: If GEN has issued shares of Class B voting stock, this agreement establishes the registration rights specific to this class. It may differ from other agreements due to different voting rights or limitations associated with Class B shares. It is important for GEN and its purchasers to carefully review and understand the terms and conditions of the Clark Nevada Registration Rights Agreement applicable to their specific share class to ensure compliance and protect their respective rights.

The Clark Nevada Registration Rights Agreement is a legally binding contract between GEN International, Inc. (hereinafter referred to as "GEN") and its purchasers, governing the registration and sale of shares. It provides certain rights and obligations for both parties and ensures transparency and fairness during the process of offering and selling shares to the purchasers. Here, we will provide a detailed description of the agreement, its purpose, key components, and the different types that may exist. The purpose of the Clark Nevada Registration Rights Agreement is to grant specific registration rights to the purchasers of GEN's shares. These rights allow the purchasers to request the registration of their shares with the Securities and Exchange Commission (SEC) under certain circumstances and conditions specified in the agreement. Key components of the agreement: 1. Registration Obligation: GEN undertakes the obligation to register the purchasers' shares with the SEC, under the Securities Act of 1933, subject to limitations and conditions outlined in the agreement. 2. Demand Registration Rights: The agreement may grant the purchasers the right to request GEN to register their shares with the SEC. This right might be subject to minimum thresholds, such as a minimum number or percentage of shares to be registered, and predetermined timeframes or limitations. 3. Piggyback Registration Rights: The agreement may also include piggyback rights, which enable the purchasers to include their shares in any registration statement filed by GEN in connection with a public offering, subject to certain conditions and limitations. 4. Registration Expenses: The agreement may specify how the registration expenses will be divided between GEN and the purchasers. Typically, GEN bears the costs of filing the registration statement, while the purchasers are responsible for other expenses like legal fees, underwriting discounts, and selling commissions. 5. Lock-up Period: In some cases, the agreement may impose a lock-up period during which the purchasers are restricted from selling their shares after an initial public offering (IPO) or another significant event. This is often done to stabilize the market and prevent excessive selling pressure on the shares immediately after the offering. Different types of Clark Nevada Registration Rights Agreement: 1. Series A Preferred Stock Registration Rights Agreement: This specific agreement applies to the purchasers of Series A preferred stock and outlines the registration rights and obligations specifically related to this class of shares. 2. Common Stock Registration Rights Agreement: This agreement governs the registration rights for purchasers of common stock and includes provisions tailored to the characteristics of these shares. 3. Class B Voting Stock Registration Rights Agreement: If GEN has issued shares of Class B voting stock, this agreement establishes the registration rights specific to this class. It may differ from other agreements due to different voting rights or limitations associated with Class B shares. It is important for GEN and its purchasers to carefully review and understand the terms and conditions of the Clark Nevada Registration Rights Agreement applicable to their specific share class to ensure compliance and protect their respective rights.