registration rights agreement
- registration rights agreement
-
USA
In an unregistered securities offering, an agreement between the issuer and the initial purchasers that creates an obligation for the issuer to register the securities being offered (whether equity or debt) at some time in the future (usually within six months). The issuer typically undertakes to file a registration statement to allow investors to exchange the securities they purchased in the unregistered offering for registered securities that are freely tradable. The agreement sets out procedures and timing for the registration process and also contains indemnification and contribution provisions similar to those contained in an underwriting agreement.
In the context of an acquisition where the consideration paid to the stockholders of the company being acquired consists of shares of the acquiring company, a registration rights agreement may be entered into between certain of these stockholders and the acquiring company.
A company may also have a registration rights agreement between itself and certain of its stockholders that grant the stockholders rights to participate in or require a public offering of equity securities by the company.
For example, see Standard Document, Registration Rights Agreement (Section 4(2) Private Placement Form) (www.practicallaw.com/8-500-6936).
Practical Law Dictionary. Glossary of UK, US and international legal terms.
www.practicallaw.com.
2010.
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