Registration Rights Agreement between Chief Consolidated Mining Company and Dimeling
About this form
The Registration Rights Agreement is a legal document that establishes the registration rights of investors regarding shares of a corporation. Specifically, this agreement, dated November 19, 1999, between Chief Consolidated Mining Company and Dimeling, Schreiber & Park, addresses how investors can register their shares of Convertible Common Stock and its conversion into Common Stock for public sale. This agreement is crucial for protecting the interests of investors and ensuring compliance with securities regulations.
Key components of this form
- Definitions: Clarifies terms like "Investor," "Demand Registration Request," and "Registrable Shares" that are essential for understanding the agreement.
- Demand Registration Rights: Outlines the procedures for investors to request registration of their shares and the companyâs obligations upon such requests.
- Piggy Back Registration Rights: Details the protocol for including investors in the Companyâs future registration filings.
- Indemnification: Specifies the responsibilities of both parties to protect each other from losses related to registration issues.
- Notices: Sets out how and where formal communications between parties should occur.
When to use this form
This Registration Rights Agreement should be used when a company is entering into a stock purchase agreement with investors who require the ability to register their shares for public sale. It is particularly relevant for providing investors with the legal framework necessary to convert their shares and to ensure their ability to sell these securities in compliance with applicable securities laws.
Who should use this form
- Corporate entities seeking to establish registration rights with their investors.
- Investors who are acquiring convertible securities and want to ensure they have the right to register those shares for public resale.
- Legal professionals drafting or reviewing contracts regarding share purchases and registration rights.
How to prepare this document
- Identify the parties involved: the Company and the Investor.
- Complete the definitions section with precise terms as agreed upon by both parties.
- Detail any requests for registration under the Demand Registration Rights section.
- Include specifics regarding Piggy Back Registration Rights to facilitate future sales.
- Ensure both parties provide contact information for notices as per the guidelines set in the agreement.
Notarization requirements for this form
This form does not typically require notarization unless specified by local law. However, it's advisable to check with a legal professional to ensure compliance with any jurisdiction-specific requirements.
Get your form ready online
Our built-in tools help you complete, sign, share, and store your documents in one place.
Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Typical mistakes to avoid
- Failing to clearly define key terms, which can lead to misunderstandings later.
- Not specifying the process for making registration requests, potentially leaving investors without clear guidance.
- Omitting essential contact details for notices, which can cause communication issues.
Why complete this form online
- Convenience of accessing the agreement anytime and anywhere.
- Editability to tailor the agreementâs content to specific needs without the need for legal intervention.
- Reliable templates drafted by licensed attorneys, ensuring compliance with legal standards.
Legal use & context
- The Registration Rights Agreement is legally binding and enforceable once executed by the parties.
- This agreement allows investors to demand registration, thereby enhancing their ability to sell shares publicly.
- Liabilities for misstatements or omissions are addressed through indemnification clauses within the agreement.
Main things to remember
- The Registration Rights Agreement facilitates investor access to public markets.
- Understanding the rights and obligations established by this form is crucial for both parties.
- Careful attention to detail in the drafting process can prevent future legal issues.
Definitions you should know
- Demand Registration Rights: The right of investors to request a company to register shares for public sale.
- Piggyback Registration: The ability of investors to include their shares in a companyâs registration statement for public offerings.
- Indemnification: A provision that protects parties from legal liability or claims arising from the agreement.
Looking for another form?
Form popularity
FAQ
The right of first refusal and co-sale (ROFR/Co-sale) work together to prevent a founder or major common shareholder for selling shares without the company and the investors being allowed to purchase the shares or participate in the sale of the shares.
Information rights force a company to provide investors with financial statements and other company information. These rights are typically contained in an Investor Rights Agreement. A typical information rights provision from a term sheet provides:The information rights will terminate upon an initial public offering.
With demand rights, investors are given the right to force a company to register shares of common stock so that the investor can sell them in the public market without restriction. This effectively causes the company to undertake an IPO if the company isn't already public.
Piggyback registration rights are a form of registration rights that grants the investor the right to register their unregistered stock when either the company or another investor initiates a registration.
Co-sale rights give investors the right to join in a transaction when the founders sell their stock to a third-party. Co-sale rights, also called tag-along rights, allow investors to sell their shares on the same terms as the founders.
