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Subscribers | 1999 |
Registration Rights Agreement
Registration Rights Agreement (62K)
Doc #109187: Click preview link for longer preview.
LETTERHEAD OF GENTEK INC.
April __, 1999
Mr. Paul M. Montrone
Liberty Lane
Hampton, New Hampshire 03842
Registration Rights Agreement
-----------------------------
Reference is made to the Registration Rights Agreement, dated as of
April __, 1999 (the "Agreement") between The General Chemical Group Inc. ("GCG")
and Paul M. Montrone. Capitalized terms used in this letter without definition
have the meanings given to them in the Agreement.
GenTek Inc. hereby acknowledges and agrees that (i) all shares of
Common Stock and Class B Common Stock of GenTek distributed by GCG to the
Stockholder and its Permitted Transferees in connection with the Spinoff
constitute Registrable Securities, (ii) GenTek is bound by and subject to the
terms and conditions of this Agreement with respect to such Registrable
Securities to the same extent as the Company and (iii) GenTek will comply with
all the provisions of the Agreement as if such provisions contained "GenTek" in
each instance where the word "Company" appears.
Sincerely,
GENTEK INC.
By: _________________________
Name:
Title:
Receipt Acknowledged:
Paul M. Montrone
- --------------------
{PAGE}
{PAGE}
REGISTRATION RIGHTS AGREEMENT
-----------------------------
REGISTRATION RIGHTS AGREEMENT, dated as of April __, 1999, between
The General Chemical Group Inc., a Delaware corporation (the "Company"), and
Paul M. Montrone, residing in the State of New Hampshire (the "Stockholder").
RECITALS
--------
A. The Stockholder holds or controls, directly and through family
trusts (the "Family Trusts") of which he is the settlor and a co-trustee or of
which he is the settlor and his spouse is the sole trustee with investment and
voting discretion, a total of 53,000 shares of Common Stock, par value $.01 per
share (the "GCG Common Stock"), of the Company and 9,758,421 shares of Class B
Common Stock, par value $.01 per share (the "GCG Class B Stock"), of the
Company.
B. The Company proposes to separate its manufacturing and performance
products businesses through a spinoff (the "Spinoff") of its wholly-owned
subsidiary, GenTek Inc., a Delaware corporation ("GenTek"), through a
distribution of the stock of GenTek to the stockholders of the Company on a
share-for-share basis. The Company has obtained a private letter ruling from the
Internal Revenue Service (the "IRS") to the effect that this distribution of the
stock of GenTek generally will be tax-free to the Company and its stockholders
for U.S. federal income tax purposes.
C. In order to facilitate the treatment of the Spinoff as a tax-free
transaction and the compliance with the requirements of the Internal Revenue
Code and the IRS pertaining to the IRS ruling, the Company desires that the
Stockholder and the Family Trusts convert a total of 5,800,000 GCG Class B Stock
into GCG Common Stock, which would result in a reduction of the voting power of
the shares of the Company held by the Stockholder and the Family Trusts.
D. In order to induce the Stockholder and the Family Trusts to
convert the GCG Class B Stock into GCG Common Stock, the Company desires to
grant the Stockholder and its Permitted Transferees (as defined in the
certificate of incorporation of the Company), including the Family Trusts,
certain registration rights regarding their stock, all upon the terms and
conditions set forth herein.
E. Capitalized terms used in this Agreement have the meanings given
to them in Section 3.
{PAGE}
{PAGE}
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
Section 1. Registration under the Securities Act.
Section 1.1. Required Registrations. (a) Request. Upon the terms and
subject to the conditions of this Agreement, at any time during the period
beginning on the date hereof and ending on April 1, 2004 (the "Registration
Period"), upon the written request of a majority in interest of the Holders (the
"Requesting Holders") requesting that the Company effect registration under the
Securities Act of all or a specified number of Registrable Securities (which
request shall also specify the intended method or methods of disposition
thereof), the Company shall use its best efforts to effect the registration
under the Securities Act of the Registrable Securities that the Company has been
so requested to register by the Requesting Holders, for disposition according to
the intended method or methods of disposition specified by the Requesting
Holders (including a shelf registration) to the extent required or deemed
appropriate by the Requesting Holders to permit the disposition (according to
the intended method or methods thereof specified by the Requesting Holders) of
the Registrable Securities to be registered; provided that the Company shall not
be required to effect any registration pursuant to this Section 1.1 after three
registrations requested by the Requesting Holders pursuant to this Section 1.1
have been effected; provided, further, that the Company shall not be required to
effect a registration pursuant to this Section 1.1 prior to 90 days following
the date that a registration pursuant to this Section 1.1, or a registration in
which the Holders were entitled to participate pursuant to Section 1.2, has been
effected. If the Requesting Holders request registration of their Registrable
Securities on a delayed or continuing basis under Rule 415 under the Securities
Act (or any successor or similar rule), the Company shall keep such registration
continuously effective for at least 36 months (or such shorter period specified
by the Requesting Holders) following the date on which such registration
statement is declared effective or until all such Registrable Securities
registered thereunder are sold, whichever is shorter.
(b) Withdrawal. The Requesting Holders shall have the right to
request withdrawal of any registration statement filed pursuant to this Section
1.1 (and the Company shall so withdraw such registration statement) prior to the
effectiveness of such registration statement.
(c) Effective Registration Statement. A registration requested
pursuant to this Section 1.1 shall not be deemed to be effected (i) if a
registration statement with respect thereto does not become effective under the
Securities Act (including because of a withdrawal of such registration statement
by the Requesting Holders prior to the effectiveness thereof pursuant to Section
1.1(b)), (ii) if, after it has become effective, such
109187
|
General Chemical
As referenced in this Registration Rights Agreement:
General Chemical Group – to the Registration Rights Agreement, dated as of
April __, 1999 (the "Agreement") between The General Chemical Group Inc. ("GCG")
and Paul M. Montrone. Capitalized terms used in this letter without definition
have
General Chemical Group – PAGE}
REGISTRATION RIGHTS AGREEMENT
-----------------------------
REGISTRATION RIGHTS AGREEMENT, dated as of April __, 1999, between
The General Chemical Group Inc., a Delaware corporation (the "Company"), and
Paul M. Montrone, residing in the State of
General Chemical Group – as a party may
designate to the other parties:
If to the Company, to:
The General Chemical Group Inc.
Liberty Lane
Hampton, New Hampshire 03842
Telecopy: [603- ]
Attention: Corporate Secretary
If to the
GENERAL CHEMICAL GROUP – the parties hereto have executed this Agreement
as of the date first above written.
THE GENERAL CHEMICAL GROUP INC.
By:______________________________
Name:
Title:
Paul M. Montrone
_________________________________
20
{PAGE}
dt 21758
;
GenTek
As referenced in this Registration Rights Agreement:
GENTEK –
Exhibit-10
{SEQUENCE}13
{DESCRIPTION}EXHIBIT 10.09
{PAGE}
Exhibit 10.09
LETTERHEAD OF GENTEK INC.
April __, 1999
Mr. Paul M. Montrone
Liberty Lane
Hampton, New Hampshire 03842
Registration Rights Agreement
-----------------------------
Reference is made to the Registration
_____________
GenTek – Inc. ("GCG")
and Paul M. Montrone. Capitalized terms used in this letter without definition
have the meanings given to them in the Agreement.
GenTek Inc. hereby acknowledges and agrees that (i) all shares of
Common Stock and Class B Common Stock of GenTek distributed by GCG to
_____________
GenTek – them in the Agreement.
GenTek Inc. hereby acknowledges and agrees that (i) all shares of
Common Stock and Class B Common Stock of GenTek distributed by GCG to the
Stockholder and its Permitted Transferees in connection with the Spinoff
constitute Registrable Securities, (ii) GenTek is bound by
_____________
GenTek – Common Stock of GenTek distributed by GCG to the
Stockholder and its Permitted Transferees in connection with the Spinoff
constitute Registrable Securities, (ii) GenTek is bound by and subject to the
terms and conditions of this Agreement with respect to such Registrable
Securities to the same extent
_____________
GenTek – to the
terms and conditions of this Agreement with respect to such Registrable
Securities to the same extent as the Company and (iii) GenTek will comply with
all the provisions of the Agreement as if such provisions contained "GenTek" in
each instance where the word "Company" appears.
_____________
dt 223010
;
| Paul M. Montrone
|
| Preview
Subscribers | 2003 |
Investor Rights Agreement
Investor Rights Agreement (108K)
Doc #113074: Click preview link for longer preview.
INVESTOR RIGHTS AGREEMENT dated as of the Original Issue Date (this
"AGREEMENT") among SALT HOLDINGS CORPORATION, a Delaware corporation (the
"COMPANY") and the HOLDERS that are parties hereto.
WHEREAS, each Holder deems it to be in the best interest of the
Company and the Holders that provision be made for the continuity and stability
of the business and policies of the Company, and, to that end, the Company and
the Holders hereby set forth herein their agreement with respect to the Common
Stock, Preferred Stock and Options owned by them.
NOW, THEREFORE, in consideration of the premises and of the mutual
consents and obligations hereinafter set forth, the parties hereto hereby agree
as follows:
Section 1. DEFINITIONS.
As used in this Agreement:
"AFFILIATE" of the Company or YBR means a Person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, the Company or YBR, as applicable. As used in this
definition, the term "control," including the correlative terms "controlling,"
"controlled by" and "under common control with," means possession, directly or
indirectly, of the power to direct or cause the direction of management or
policies (whether through ownership of securities or any partnership or other
ownership interest, by contract or otherwise) of a Person. The term "Affiliate"
shall not include at any time any portfolio companies of Apollo Management V,
L.P. or its Affiliates.
"AFFILIATE" of a Holder (other than YBR) means: (i) any member of the
immediate family of an individual Holder, including parents, siblings, spouse
and children (including those by adoption); the parents, siblings, spouse, or
children (including those by adoption) of such immediate family member, and in
any such case any trust whose primary beneficiary is such individual Holder or
one or more members of such immediate family and/or such Holder's lineal
descendants; (ii) the legal representative or guardian of such individual Holder
or of any such immediate family members in the event such individual Holder or
any such immediate family members becomes mentally incompetent; and (iii) any
Person controlling, controlled by or under common control with a Holder. As used
in this definition, the term "control," including the correlative terms
"controlling," "controlled by" and "under common control with," means
possession, directly or indirectly, of the power to direct or cause the
direction of management or policies (whether through ownership of securities or
any partnership or other ownership interest, by contract or otherwise) of a
Person. The term "Affiliate" shall not include at any time any portfolio
companies of Apollo Management V, L.P or its Affiliates.
"APOLLO GROUP" means Apollo Investment Fund V, L.P., a Delaware
limited partnership, Apollo Overseas Partner V, L.P. and each of their
respective Affiliates.
"ASSET SALE" means the sale of all or substantially all of the assets
of the Company to a Person or Group which is not an Affiliate of YBR.
113074
|
IMC Global
As referenced in this Investor Rights Agreement:
IMC Global, – Company as of the Original Issue Date plus the value of the equity retained by
IMC Global, Inc. on the Original Issue Date plus or minus any post-closing
adjustments made
dt 21782
;
 Latham & Watkins
As referenced in this Investor Rights Agreement:
Latham & Watkins
– Park Boulevard
Overland Park, Kansas 66210
Attention: Vice President-Human Resources
with a copy to:
Latham & Watkins
885 Third Avenue
New York, N.Y. 10022-4802
Attention: Raymond Y. Lin, Esq.
(
Latham & Watkins
– Avenue of the Americas
New York, NY 10019
Attention: Scott Kleinman
with a copy to:
Latham & Watkins
885 Third Avenue
New York, N.Y. 10022-4802
Attention: Raymond Y. Lin, Esq.
(
dt 31103
;
| Salt Holdings Corp.
|
| Preview
Subscribers | 2003 |
Registration Rights Agreement
Registration Rights Agreement (67K)
Doc #177047: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
AGREEMENT (this Agreement) dated as of December 3, 2002 among Syngenta Participations AG, a corporation organized under the laws of Switzerland (SPARTAG), Torrey Mesa Research Institute, a Delaware corporation (TMRI) and Syngenta Seeds AG, a corporation organized under the laws of Switzerland (Syngenta Seeds, and together with SPARTAG and TMRI, the Syngenta Parties) and Diversa Corporation, a Delaware corporation (the Company),
W I T N E S S E T H :
WHEREAS, the parties hereto have entered into the Transaction Agreement dated as of December 3, 2002 (the Transaction Agreement); and
WHEREAS, this Agreement provides for certain rights and obligations of the Company and the Holders (as defined herein) with respect to registration of the securities of the Company under the 1933 Act.
NOW, THEREFORE, in consideration of the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.01. Definitions. (a) Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Transaction Agreement.
(b) The following capitalized terms shall have the meanings set forth below:
Additional Equity Securities has the meaning ascribed thereto in Section 2.01(g).
Common Stock means the Common Stock, par value $.001 per share, of the Company.
Company Securities has the meaning ascribed thereto in Section 2.02(c).
Existing Third Party Additional Equity Securities has the meaning ascribed thereto in Section 2.01(g).
1
Existing Third Party Parity Securities means any Other Securities that are requested to be included in a registration referred to in the first sentence of Section 2.02(a) and that are entitled to registration rights existing on the date hereof that, pursuant to the terms thereof (as in existence on the date hereof), have equal priority with the Registrable Securities in such a registration.
Existing Third Party Priority Securities means any Other Securities that are requested to be included in a registration referred to in the first sentence of Section 2.02(a) and that are entitled to registration rights existing on the date hereof that, pursuant to the terms thereof (as in existence on the date hereof), are entitled to priority over the Registrable Securities in such a registration.
Holder means each Syngenta Party and, subject to Section 2.08, any Transferee thereof.
Initial Requesting Holders means the Requesting Holders initiating the registration pursuant to the first sentence of Section 2.01(a).
Majority Holders means the Holders holding a majority in aggregate of the Registrable Securities held by all Holders.
Materially Prejudicial Condition has the meaning ascribed thereto in Section 2.01(a).
1999 Stockholders Agreement means the Amended and Restated Stockholders Agreement dated as of January 25, 1999 by and among the Company and the stockholders named therein.
Other Securities has the meaning ascribed thereto in Section 2.02(a).
Registrable Securities means (i) the Shares, (ii) the Warrant Shares, (iii) any shares of Common Stock held by the Syngenta Parties or their Affiliates as of the date of the Transaction Agreement, (iv) any shares of Common Stock acquired by the Syngenta Parties or their Affiliates after Closing as contemplated by Section 4.05 of the Transaction Agreement and (v) any securities issued directly or indirectly with respect to such securities by way of a split, dividend, or other division of securities, or in connection with a combination of securities, recapitalization, merger, consolidation, or other reorganization. As to any particular Registrable Securities, such Registrable Securities shall cease to be Registrable Securities when they (A) have been effectively registered under the 1933 Act and disposed of in accordance with the registration statement covering them, (B) have been sold pursuant to Rule 144 under the 1933 Act, (C) could be sold pursuant to Rule 144(k) under the 1933 Act or (D) have been repurchased by the Company or otherwise cease to be outstanding.
Registration Expenses means any and all expenses incident to performance of or compliance with any registration or marketing of securities
177047
|
Diversa
As referenced in this Registration Rights Agreement:
Diversa Corp – Syngenta Seeds AG, a corporation organized under the laws of Switzerland (Syngenta Seeds, and together with SPARTAG and TMRI, the Syngenta Parties) and Diversa Corp oration, a Delaware corporation (the Company),
W I T N E S S E T H :
WHEREAS, the parties hereto have entered into
_____________
Diversa Corp – or other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,
if to the Company, to:
Diversa Corp oration
4955 Directors Place
San Diego, California 92121
Attention: Karin Eastham Fax:
858-526-5605
with a copy to:
Cooley Godward LLP
4401
_____________
DIVERSA CORP – Dubock
Title: Head: Mergers &
Acquisitions, Ventures and Licensing
By:
/s/ Marian T. Flattery
Name: Marian T. Flattery
Title: Head of Global Intellectual Property
DIVERSA CORP ORATION
By:
/s/ Jay M. Short
Name: Jay M. Short
Title: CEO
24
_____________
dt 206623
;
Syngenta
As referenced in this Registration Rights Agreement:
Syngenta – 4.6
REGISTRATION RIGHTS AGREEMENT
AGREEMENT (this Agreement) dated as of December 3, 2002 among Syngenta Participations AG, a corporation organized under the laws of Switzerland (SPARTAG), Torrey Mesa Research Institute,
Syngenta – under the laws of Switzerland (SPARTAG), Torrey Mesa Research Institute, a Delaware corporation (TMRI) and Syngenta Seeds AG, a corporation organized under the laws of Switzerland (Syngenta Seeds, and together with
(Syngenta – Delaware corporation (TMRI) and Syngenta Seeds AG, a corporation organized under the laws of Switzerland (Syngenta Seeds, and together with SPARTAG and TMRI, the Syngenta Parties) and Diversa Corporation, a Delaware
Syngenta – organized under the laws of Switzerland (Syngenta Seeds, and together with SPARTAG and TMRI, the Syngenta Parties) and Diversa Corporation, a Delaware corporation (the Company),
W I T N E S
Syngenta – are entitled to priority over the Registrable Securities in such a registration.
Holder means each Syngenta Party and, subject to Section 2.08, any Transferee thereof.
Initial Requesting Holders means the
dt 22123
;
|
Cooley Godward
As referenced in this Registration Rights Agreement:
Cooley Godward – San Diego, California 92121
Attention: Karin Eastham Fax:
858-526-5605
with a copy to:
Cooley Godward LLP
4401 Eastgate Mall
San Diego, California 92121
Attention: Carl R. Sanchez, Esq.
Fax:
dt 34967
;
Torrey Mesa Research Institute
|
| Preview
Subscribers | 2001 |
Registration Rights Agreement
Registration Rights Agreement (26K)
Doc #211879: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
among
TERRA INDUSTRIES INC.
and
TAURUS INTERNATIONAL S.A.
and
TAURUS INVESTMENTS S.A.
Dated as of July 2, 2001
================================================================================
{PAGE}
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of July 2, 2001 (the
"Agreement"), among TERRA INDUSTRIES INC., a Maryland corporation (the
"Company"), and TAURUS INTERNATIONAL S.A. and TAURUS INVESTMENTS S.A., each a
company incorporated in the Grand Duchy of Luxembourg (each a "Shareholder" and
together the "Shareholders").
WHEREAS the Shareholders have requested the Company to file a
registration statement and to take other steps required by law to facilitate the
sale to the public of certain common shares, without par value, of the Company
("Shares") and the Company believes that it is consistent with the Company's
commercial objectives to do so.
NOW, THEREFORE, in consideration of the premises, representations and
agreements contained herein, the parties agree as follows:
1. Shelf Registration Statement.
(a) Filing; Effectiveness; Expenses. The Company shall:
(i) file no later than 60 days following the date of
this Agreement an "evergreen" shelf registration statement on Form S-3 (the
"Shelf Registration") pursuant to Rule 415 under the United States Securities
Act of 1933, as amended (the "Securities Act"), providing for an offering to be
made on a continuous basis of the 5,000,000 Shares (the "Registrable
Securities") purchased by Credit Agricole Lazard Financial Products Bank and
Tokyo-Mitsubishi International plc (each a "Purchaser", and together the
"Purchasers") pursuant to the Purchase Agreement, dated as of March 13, 2000
(the "Purchase Agreement"), among the Shareholders and the Purchasers;
(ii) use commercially reasonable efforts to cause the
Shelf Registration to become effective as soon as practicable after such filing;
(iii) use commercially reasonable efforts to
maintain in effect, supplement and amend, if necessary, the Shelf Registration,
as required by the instructions applicable to such registration form or by the
Securities Act or as reasonably requested by a Shareholder; and
(iv) furnish to the Shareholders copies of any
supplement or amendment to such Shelf Registration prior to such supplement,
amendment or document being used and/or filed with the United States Securities
and Exchange Commission (the "Commission").
(b) Effective Shelf Registration Statement. (i) If at any time
the Shelf Registration ceases to be effective, then the Company shall use its
best efforts to file and use its
{PAGE}
commercially reasonable efforts to cause to become effective a new "evergreen"
shelf registration statement providing for an offering to be made on a
continuous basis of the Registrable Securities.
(ii) If, after the Shelf Registration has become
effective, it is affected by any stop order, injunction or other order or
requirement of the Commission or other governmental agency or authority, then
the Company shall use its commercially reasonable efforts to prevent the
issuance of any stop order suspending the effectiveness of the registration
statement or of any order preventing or suspending the use of any preliminary
prospectus and, if any such order is issued, to obtain the withdrawal of any
such order as soon as reasonably practicable.
(c) (i) The Company may at any time furnish to the
Shareholders and the Purchasers a certificate signed by its chairman of the
board, president, chief executive officer, chief financial officer or general
counsel (a "Suspension Notice") stating that (A) in the good faith judgment of
the board of directors of the Company following consultation with the Company's
outside securities counsel, the Company has pending or in process a material
transaction, the disclosure of which would materially and adversely affect the
Company or the market for its securities, (B) in his or her good faith judgment
following consultation with the Company's outside securities counsel, the filing
of an amendment or supplement to the Shelf Registration or a document
incorporated by reference therein is necessary in order to ensure that the Shelf
Registration conforms in all material respects to the requirements of the
Securities Act and does not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, including cases in which such filing
would require disclosure of material information that the Company has a bona
fide business purpose for preserving as confidential or (C) the Company has been
advised in writing by a nationally recognized investment banking firm that a
sale of Registrable Securities would adversely affect a registered offering in
respect of which the Company has commenced preparations.
(ii) If at any time prior to the initial filing of the Shelf
Registration the Company shall furnish a Suspension Notice to the Shareholders
and the Purchasers pursuant to clause (A) of Section 1(c)(i), the Company may
postpone the filing (but not the preparation) of the Shelf Registration for not
more than 45 days upon prior notice of such postponement to the Shareholders and
the Purchasers; provided, however, that the Company shall not be permitted to
postpone registration pursuant to this clause (ii) more than once.
(iii) No later than three Business Days prior to the exercise
by a Shareholder of a Call Option pursuant to the Call Option Agreement, dated
as of March 13, 2000, between Taurus International S.A. and Credit Agricole
Lazard Financial Products, such Shareholder shall notify the Company of such
Shareholder's intention to exercise such Call
211879
|
Anglo American
As referenced in this Registration Rights Agreement:
Anglo American plc – L-2763, Luxembourg
Facsimile: +352 404 110 10
Attention: Company Secretary
with a copy to Anglo American plc at:
20 Carlton House Terrace, London SW1Y 5AN, U.K.
Facsimile: +44 207 698 8755
dt 26237
;
Terra Industries
As referenced in this Registration Rights Agreement:
terra industries – dex412.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.12
================================================================================
REGISTRATION RIGHTS AGREEMENT
among
TERRA INDUSTRIES INC.
and
TAURUS INTERNATIONAL S.A.
and
TAURUS INVESTMENTS S.A.
Dated as of July
terra industries – REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of July 2, 2001 (the
"Agreement"), among TERRA INDUSTRIES INC., a Maryland corporation (the
"Company"), and TAURUS INTERNATIONAL S.A. and TAURUS INVESTMENTS S.
terra industries – have caused this agreement to be
duly executed as of the date first written above.
TERRA INDUSTRIES INC.
By:________________________
Name:
Title:
TAURUS INTERNATIONAL S.A.
By:________________________
Name:
Title:
TAURUS INVESTMENTS
terra industries – TAURUS INVESTMENTS S.A.
By:________________________
Name:
Title:
-8-
{PAGE}
LETTER AGREEMENT
July 2, 2001
Terra Industries Inc.
Terra Centre, 600 Fourth Street
Sioux City, Iowa 51102
Dear Sirs:
Reference is made
terra industries
– the Registration Rights Agreement, dated as of
the date hereof (the "Registration Rights Agreement"), among Terra Industries
Inc. (the "Company"), Taurus International S.A. and Taurus Investments S.A. in
relation
dt 12170
;
Tokyo-Mitsubishi
As referenced in this Registration Rights Agreement:
Tokyo-Mitsubishi International plc – made on a continuous basis of the 5,000,000 Shares (the "Registrable
Securities") purchased by Credit Agricole Lazard Financial Products Bank and
Tokyo-Mitsubishi International plc (each a "Purchaser", and together the
"Purchasers") pursuant to the Purchase Agreement, dated as of March 13, 2000
(the "Purchase Agreement"), among
_____________
Tokyo-Mitsubishi
International plc – of the Registration
Rights Agreement, the sufficiency of which is hereby acknowledged, each of
Credit Agricole Lazard Financial Products Bank ("CAL FP") and Tokyo-Mitsubishi
International plc ("TMI" ) hereby agrees that it shall not (i) sell, transfer,
assign, pledge, encumber or otherwise dispose of, whether for value, and whether
_____________
Tokyo-Mitsubishi International plc – Credit Agricole Lazard Financial Products Bank at:
11 Moorfields Highwalk, London EC2Y 9DY, U.K.
Facsimile: +44 207 815 1966
Attention: Settlements
to Tokyo-Mitsubishi International plc at:
6 Broadgate, London EC2M 2AA, U.K.
Facsimile: +44 207 577 2872 or + 44 207 577 2894
Attention: Legal Department/Capital Markets
_____________
TOKYO-MITSUBISHI INTERNATIONAL PLC
– please so indicate by
signing in the space provided below.
Very truly yours,
CREDIT AGRICOLE LAZARD FINANCIAL PRODUCTS BANK
By:________________________________
Name:
Title:
TOKYO-MITSUBISHI INTERNATIONAL PLC
By:________________________________
Name:
Title:
ACCEPTED AND AGREED:
TERRA INDUSTRIES INC.
By:________________________________
Name:
Title:
(Attachment)
-3-
{/TEXT}
{/DOCUMENT}
_____________
dt 225363
;
|
Kirkland & Ellis
As referenced in this Registration Rights Agreement:
Kirkland & Ellis – U.S.A.
Facsimile: +1 712 279 8719 Attention:
General Counsel
with a copy to Kirkland & Ellis at:
200 East Randolph Drive, Chicago, Illinois 60601, U.S.A.
Facsimile: +1 312 861
Kirkland & Ellis – A.
-2-
{PAGE}
Facsimile: +1 712 279 8719
Attention: General Counsel
with a copy to Kirkland & Ellis at:
200 East Randolph Drive, Chicago, Illinois 60601, U.S.A.
Facsimile: +1 312 861
dt 37826
;
Taurus International S.A.;
Taurus Investments S.A.
|
| Preview
Subscribers | 2002 |
Warrant Registration Rights Agreement
Warrant Registration Rights Agreement (55K)
Doc #213390: Click preview link for longer preview.
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>a2089133zex-4_2.txt
<DESCRIPTION>EX 4.2
<TEXT>
<Page>
Exhibit 4.2
WARRANT
REGISTRATION RIGHTS AGREEMENT
By and Between
SOLUTIA INC.
and
SALOMON SMITH BARNEY INC.
and
BANC OF AMERICA SECURITIES LLC
as representatives of the Initial Purchasers
223,000 Warrants to Purchase Shares of Common Stock
Dated as of July 9, 2002
<Page>
This Warrant Registration Rights Agreement (this "AGREEMENT") is made
and entered into as of July 9, 2002, between Solutia Inc., a Delaware
corporation (the "COMPANY"), and Salomon Smith Barney Inc. and Banc of America
Securities LLC as representatives of the Initial Purchasers.
The Company, SOI Funding Corp., a Delaware corporation ("FUNDING
CORP."), the guarantors named therein and the Initial Purchasers have entered
into a Purchase Agreement, dated July 2, 2002 (the "PURCHASE AGREEMENT"). The
Purchase Agreement provides for the offering by Funding Corp. of 223,000 Units,
each consisting of $1,000 principal amount of Funding Corp.'s 11.25% Senior
Secured Notes due 2009 (the "NOTES") and one warrant initially representing the
right to purchase 24.814 shares of common stock, par value $0.01 per share, of
the Company (the "WARRANT SHARES").
Pursuant to the Purchase Agreement, the Company has entered into a
Warrant Agreement (the "WARRANT AGREEMENT") with HSBC Bank USA, as warrant agent
(the "WARRANT AGENT"), providing for the issuance of 223,000 warrants (the
"WARRANTS"), each initially representing the right to purchase 24.814 Warrant
Shares.
In order to induce the Initial Purchasers to purchase the Warrants, the
Company has agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchasers set forth in Section 6 of the Purchase
Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Warrant Agreement.
The parties hereby agree as follows:
1. DEFINITIONS
As used in this Agreement, the following capitalized terms shall have
the following meanings:
"ACT": The Securities Act of 1933, as amended.
"ADVICE": As defined in Section 4(b) hereof.
"AFFILIATE": As defined in Rule 144.
"ASSUMPTION DATE": As defined in the Warrant Agreement.
"BLACK OUT NOTICE": As defined in Section 4(b) hereof.
"BLACK OUT PERIOD": As defined in Section 3(a) hereof.
"CLOSING DATE": The date hereof.
"COMMISSION": The Securities and Exchange Commission.
<Page>
-2-
"DEADLINE": August 9, 2002, or such earlier date as the Company
determines not to pursue its refinancing plan (as described in the Final
Memorandum).
"EXCHANGE ACT": The Securities Exchange Act of 1934, as amended.
"EXPIRATION DATE": The earlier of (1) the Deadline if the Solutia
Assumption does not occur on or before then or (2) 5:00 p.m. New York City time
on July 15, 2009.
"FINAL MEMORANDUM": As defined in the Purchase Agreement.
"HOLDERS": As defined in Section 2 hereof.
"INITIAL PURCHASERS": Salomon Smith Barney Inc., Banc of America
Securities LLC, J.P. Morgan Securities Inc., Banc One Capital Markets, Inc.,
HSBC Securities (USA), Inc. and SG Cowen Securities Corporation.
"NASD": National Association of Securities Dealers, Inc.
"PROSPECTUS": The prospectus included in a Registration Statement at
the time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.
"REGISTRATION STATEMENT": Any registration statement of the Company
relating to the registration for resale of Transfer Restricted Securities that
is filed pursuant to the provisions of this Agreement and including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.
"RULE 144": Rule 144 promulgated under the Act.
"SOLUTIA ASSUMPTION": As defined in the Indenture, of even date
herewith, between Funding Corp. and HSBC Bank USA, as trustee.
"TRANSFER RESTRICTED SECURITIES": (a) Each Warrant and Warrant Share
held by an Affiliate of the Company and (b) each other Warrant and Warrant Share
until the earlier to occur of (i) the date on which such Warrant or Warrant
Share (other than any Warrant Share issued upon exercise of a Warrant in
accordance with a Registration Statement) has been disposed of in accordance
with a Registration Statement and (ii) the date on which such Warrant or Warrant
Share (or the related Warrant) is distributed to the public pursuant to Rule 144
under the Act.
213390
|
HSBC Securities
As referenced in this Warrant Registration Rights Agreement:
HSBC Securities (USA), Inc – 2 hereof.
"INITIAL PURCHASERS": Salomon Smith Barney Inc., Banc of America
Securities LLC, J.P. Morgan Securities Inc., Banc One Capital Markets, Inc.,
HSBC Securities (USA), Inc . and SG Cowen Securities Corporation.
"NASD": National Association of Securities Dealers, Inc.
"PROSPECTUS": The prospectus included in a Registration Statement at
the
_____________
dt 317278
;
Solutia
As referenced in this Warrant Registration Rights Agreement:
solutia – TEXT>
<Page>
Exhibit 4.2
WARRANT
REGISTRATION RIGHTS AGREEMENT
By and Between
SOLUTIA INC.
and
SALOMON SMITH BARNEY INC.
and
BANC OF AMERICA SECURITIES LLC
as representatives of
solutia – Rights Agreement (this "AGREEMENT") is made
and entered into as of July 9, 2002, between Solutia Inc., a Delaware
corporation (the "COMPANY"), and Salomon Smith Barney Inc. and Banc of America
solutia
– Act of 1934, as amended.
"EXPIRATION DATE": The earlier of (1) the Deadline if the Solutia
Assumption does not occur on or before then or (2) 5:00 p.m.
"solutia – exhibits and material incorporated by
reference therein.
"RULE 144": Rule 144 promulgated under the Act.
"SOLUTIA ASSUMPTION": As defined in the Indenture, of even date
herewith, between Funding Corp. and HSBC
solutia – at the address set
forth in the Warrant Agreement; and
(ii) if to the Company:
Solutia Inc.
575 Maryville Center Drive
P.O. Box 66760
St. Louis, MO 63166-6760 (if
dt 13448
;
 BofA Securities
As referenced in this Warrant Registration Rights Agreement:
BANC OF AMERICA SECURITIES – TEXT>
<Page>
Exhibit 4.2
WARRANT
REGISTRATION RIGHTS AGREEMENT
By and Between
SOLUTIA INC.
and
SALOMON SMITH BARNEY INC.
and
BANC OF AMERICA SECURITIES LLC
as representatives of the Initial Purchasers
223,000 Warrants to Purchase Shares of Common Stock
Dated as of July 9, 2002
<
_____________
Banc of America
Securities – made
and entered into as of July 9, 2002, between Solutia Inc., a Delaware
corporation (the "COMPANY"), and Salomon Smith Barney Inc. and Banc of America
Securities LLC as representatives of the Initial Purchasers.
The Company, SOI Funding Corp., a Delaware corporation ("FUNDING
CORP."), the guarantors named therein and the
_____________
Banc of America
Securities – 15, 2009.
"FINAL MEMORANDUM": As defined in the Purchase Agreement.
"HOLDERS": As defined in Section 2 hereof.
"INITIAL PURCHASERS": Salomon Smith Barney Inc., Banc of America
Securities LLC, J.P. Morgan Securities Inc., Banc One Capital Markets, Inc.,
HSBC Securities (USA), Inc. and SG Cowen Securities Corporation.
"NASD": National Association
_____________
BANC OF AMERICA SECURITIES – Name: C.K. Wilson
Title: Vice President and Treasurer
SALOMON SMITH BARNEY INC.
By /s/ Aaron Dannenberg
--------------------------------
Name: Aaron Dannenberg
Title: Vice President
BANC OF AMERICA SECURITIES LLC
By /s/ Mary Jane Goode
--------------------------------
Name: Mary Jane Goode
Title: Vice President
For themselves and the other several Initial Purchasers.
</TEXT&
_____________
dt 93905
;
|
Banc One Capital
As referenced in this Warrant Registration Rights Agreement:
Banc One Capital Markets, – HOLDERS": As defined in Section 2 hereof.
"INITIAL PURCHASERS": Salomon Smith Barney Inc., Banc of America
Securities LLC, J.P. Morgan Securities Inc., Banc One Capital Markets, Inc.,
HSBC Securities (USA), Inc. and SG Cowen Securities Corporation.
"NASD": National Association of Securities Dealers, Inc.
"PROSPECTUS": The prospectus included in
_____________
dt 100709
;
J.P. Morgan
As referenced in this Warrant Registration Rights Agreement:
J.P. Morgan Securities – defined in the Purchase Agreement.
"HOLDERS": As defined in Section 2 hereof.
"INITIAL PURCHASERS": Salomon Smith Barney Inc., Banc of America
Securities LLC, J.P. Morgan Securities Inc., Banc One Capital Markets, Inc.,
HSBC Securities (USA), Inc. and SG Cowen Securities Corporation.
"NASD": National Association of Securities Dealers, Inc.
"PROSPECTUS":
_____________
dt 98274
;
More... |
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Subscribers | 2002 |
Registration Rights Agreement
Registration Rights Agreement (71K)
Doc #213398: Click preview link for longer preview.
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>5
<FILENAME>a2088894zex-4_4.txt
<DESCRIPTION>EX-4.4
<TEXT>
<Page>
EXHIBIT 4.4
SOLUTIA INC.
$223,000,000 11.25% SENIOR SECURED NOTES DUE 2009
REGISTRATION RIGHTS AGREEMENT
New York, New York
July 9, 2002
Salomon Smith Barney Inc.
Banc of America Securities LLC
As Representatives of the several Initial
Purchasers named in Schedule I hereto
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Dear Sirs:
SOI Funding Corp., a corporation organized under the laws of Delaware
("FUNDING CORP."), proposes, among other things, to issue and sell to the
several initial purchasers named in SCHEDULE I hereto (the "INITIAL
PURCHASERS"), for whom you are acting as representatives (the
"REPRESENTATIVES"), $223,000,000 aggregate principal amount of its 11.25% Senior
Secured Notes due 2009 (the "NOTES") upon the terms set forth in a purchase
agreement dated July 2, 2002 (the "PURCHASE AGREEMENT") relating to the initial
placement of the Notes (the "INITIAL PLACEMENT"). In connection with the
consummation of the refinancing plan of Solutia Inc., a Delaware corporation
("SOLUTIA"), as described in the Final Memorandum (as defined herein), Solutia
will assume the obligations of Funding Corp. under, among other instruments, the
Notes and the Indenture (as defined herein) (the "SOLUTIA ASSUMPTION"). Upon
consummation of the Solutia Assumption, Solutia's obligations under the Notes
will be unconditionally guaranteed (the "GUARANTEES" and together with the
Notes, the "SECURITIES") by each of Solutia's domestic subsidiaries named in
SCHEDULE II hereto (the "GUARANTORS"). To induce the Initial Purchasers to enter
into the Purchase Agreement and to satisfy a condition of your obligations
thereunder, the Issuers hereby agree with you for your benefit and the benefit
of the holders from time to time of Securities and Exchange Securities (as
defined below) (including the Initial Purchasers) (each a "HOLDER" and,
together, the "HOLDERS"), as follows:
<Page>
-2-
1. DEFINITIONS. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following defined terms shall have the following
respective meanings:
"ACT" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.
"AFFILIATE" of, or person affiliated with, any specified Person shall
mean any Person that, directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified
Person. For purposes of this definition, "control" of a Person shall mean the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of such Person, whether through the ownership of
voting securities, by contract or otherwise; and the terms "controlling" and
"controlled by" and "under common control with" shall have meanings correlative
to the foregoing.
"ASSUMPTION DATE" shall have the meaning set forth in the preamble
hereto.
"BROKER-DEALER" shall mean any broker or dealer registered as such
under the Exchange Act.
"BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.
"COMMISSION" shall mean the Securities and Exchange Commission.
"CONDUCT RULES" shall have the meaning set forth in Section 4(u)
hereof.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.
"EXCHANGE OFFER REGISTRATION PERIOD" shall mean the 180-day period
following the issuance of the Exchange Securities, exclusive of any period
during which any stop order shall be in effect suspending the effectiveness of
the Exchange Offer Registration Statement.
"EXCHANGE OFFER REGISTRATION STATEMENT" shall mean a registration
statement of the Issuers on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.
<Page>
-3-
"EXCHANGE SECURITIES" shall mean debt securities of the Issuers
identical in all material respects to the Securities (except that the cash
interest and interest rate step-up provisions and the transfer restrictions
shall be modified or eliminated, as appropriate) and to be issued under the
Indenture.
"EXCHANGING DEALER" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange any Securities
that it acquired for its own account as a result of market-making activities or
other trading activities (but not directly from any Issuer or any Affiliate of
any Issuer) for Exchange Securities.
"FINAL MEMORANDUM" shall have the meaning set forth in the Purchase
Agreement.
"FUNDING CORP." shall have the meaning set forth in the preamble
hereto.
"GUARANTEES" shall have the meaning set forth in the preamble hereto.
"GUARANTORS" shall have the meaning set forth in the preamble hereto.
"HOLDER" shall have the meaning set forth in the preamble hereto.
"INDENTURE" shall mean the Indenture relating to the Securities to be
dated as of the date of original issuance of the Notes between Funding Corp. and
HSBC Bank USA, as trustee, as amended or supplemented from time to time in
accordance with the terms thereof.
"INITIAL PLACEMENT" shall have the meaning set forth in the preamble
hereto.
"INITIAL PURCHASERS" shall have the meaning set forth in the preamble
hereto.
213398
|
HSBC Securities
As referenced in this Registration Rights Agreement:
HSBC Securities (USA), Inc – S-2
<Page>
SCHEDULE I
INITIAL PURCHASERS:
Salomon Smith Barney Inc.
Banc of America Securities LLC
J.P. Morgan Securities Inc.
HSBC Securities (USA), Inc .
Banc One Capital Markets, Inc.
US Bancorp Piper Jaffray, Inc.
SG Cowen Securities Corporation
<Page>
SCHEDULE II
GUARANTORS:
CPFilms Inc.
_____________
dt 317280
;
Solutia
As referenced in this Registration Rights Agreement:
solutia – lt;DESCRIPTION>EX-4.4
<TEXT>
<Page>
EXHIBIT 4.4
SOLUTIA INC.
$223,000,000 11.25% SENIOR SECURED NOTES DUE 2009
REGISTRATION RIGHTS AGREEMENT
New
solutia – the Notes (the "INITIAL PLACEMENT"). In connection with the
consummation of the refinancing plan of Solutia Inc., a Delaware corporation
("SOLUTIA"), as described in the Final Memorandum (as defined herein), Solutia
"solutia" – In connection with the
consummation of the refinancing plan of Solutia Inc., a Delaware corporation
("SOLUTIA" ), as described in the Final Memorandum (as defined herein), Solutia
will assume the obligations
solutia
– Solutia Inc., a Delaware corporation
("SOLUTIA"), as described in the Final Memorandum (as defined herein), Solutia
will assume the obligations of Funding Corp. under, among other instruments, the
Notes and
"solutia – Funding Corp. under, among other instruments, the
Notes and the Indenture (as defined herein) (the "SOLUTIA ASSUMPTION"). Upon
consummation of the Solutia Assumption, Solutia's obligations under the Notes
will be
dt 13455
;
BofA Securities
As referenced in this Registration Rights Agreement:
Banc of America Securities – 000,000 11.25% SENIOR SECURED NOTES DUE 2009
REGISTRATION RIGHTS AGREEMENT
New York, New York
July 9, 2002
Salomon Smith Barney Inc.
Banc of America Securities LLC
As Representatives of the several Initial
Purchasers named in Schedule I hereto
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New
_____________
BANC OF AMERICA SECURITIES – 1
<Page>
The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.
SALOMON SMITH BARNEY INC.
BANC OF AMERICA SECURITIES LLC
By: SALOMON SMITH BARNEY INC.
/s/ Aaron Dannenberg
---------------------------------
Name: Aaron Dannenberg
Title: Vice President
By: BANC OF AMERICA SECURITIES LLC
/s/ Mary
_____________
BANC OF AMERICA SECURITIES – SMITH BARNEY INC.
BANC OF AMERICA SECURITIES LLC
By: SALOMON SMITH BARNEY INC.
/s/ Aaron Dannenberg
---------------------------------
Name: Aaron Dannenberg
Title: Vice President
By: BANC OF AMERICA SECURITIES LLC
/s/ Mary Jane Goode
---------------------------------
Name: Mary Jane Goode
Title: Vice President
As Representatives of the several Initial
Purchasers named in Schedule I
_____________
Banc of America Securities – of the several Initial
Purchasers named in Schedule I hereto.
S-2
<Page>
SCHEDULE I
INITIAL PURCHASERS:
Salomon Smith Barney Inc.
Banc of America Securities LLC
J.P. Morgan Securities Inc.
HSBC Securities (USA), Inc.
Banc One Capital Markets, Inc.
US Bancorp Piper Jaffray, Inc.
SG Cowen Securities
_____________
dt 93907
;
|
Banc One Capital
As referenced in this Registration Rights Agreement:
Banc One Capital Markets, – gt;
SCHEDULE I
INITIAL PURCHASERS:
Salomon Smith Barney Inc.
Banc of America Securities LLC
J.P. Morgan Securities Inc.
HSBC Securities (USA), Inc.
Banc One Capital Markets, Inc.
US Bancorp Piper Jaffray, Inc.
SG Cowen Securities Corporation
<Page>
SCHEDULE II
GUARANTORS:
CPFilms Inc.
Monchem, Inc.
Solutia Systems,
_____________
dt 100711
;
J.P. Morgan
As referenced in this Registration Rights Agreement:
J.P. Morgan Securities – named in Schedule I hereto.
S-2
<Page>
SCHEDULE I
INITIAL PURCHASERS:
Salomon Smith Barney Inc.
Banc of America Securities LLC
J.P. Morgan Securities Inc.
HSBC Securities (USA), Inc.
Banc One Capital Markets, Inc.
US Bancorp Piper Jaffray, Inc.
SG Cowen Securities Corporation
<Page>
SCHEDULE
_____________
dt 98276
;
More... |
| Preview
Subscribers | 2001 |
Rights Agreement [Amendment]
Rights Agreement [Amendment] (7K)
Doc #213501: Click preview link for longer preview.
AMENDMENT TO RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with the Rights Agreement
between First Chicago Trust Company (the "Rights Agent") and
Solutia Inc. (formerly Queeny Chemical Company, the "Company"),
dated as of August 6, 1997, the Company desires to amend Section
21 of the Agreement.
2. EFFECTIVENESS. This Amendment (the "Amendment") shall be
effective as of November 1, 2001, and all defined terms and
definitions in the Agreement shall be the same in the Amendment
except as specifically revised by the Amendment.
3. AMENDMENT. Section 21 of the Agreement entitled "Change of Rights
Agent" is hereby deleted in its entirety and replaced with the
213501
|
Solutia
As referenced in this Rights Agreement [Amendment]:
solutia – In accordance with the Rights Agreement
between First Chicago Trust Company (the "Rights Agent") and
Solutia Inc. (formerly Queeny Chemical Company, the "Company"),
dated as of August 6, 1997, the Company
solutia – by and through their duly
authorized officers, as of this 1st day of November, 2001.
Solutia Inc. First Chicago Trust Company
of New York
/s/ Karl R. Barnickol /s/ Peter Sablich
----------------------------- -----------------------------
solutia – Title: Secretary Title: Managing Director
{PAGE}
{PAGE}
CERTIFICATE
I, Karen L. Knopf, Assistant Secretary of Solutia Inc., a Delaware
corporation (the Company), hereby certify that:
1. First Chicago Trust Company of
dt 13534
;
Chicago Trust Company;
| Queeny Chemical Company
|
| Preview
Subscribers | 2000 |
Rights Agreement
Rights Agreement (150K)
Doc #213693: Click preview link for longer preview.
RIGHTS AGREEMENT
This Rights Agreement, dated as of August 8, 2000 (the "Rights Agreement") is entered into between SIGMA-ALDRICH CORPORATION, a Delaware corporation (the "Company"), and COMPUTERSHARE INVESTOR SERVICES, LLC, an Illinois limited liability company, as rights agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, on August 8, 2000 the Board of Directors of the Company authorized and declared a dividend distribution of one right (hereinafter referred to as a "Right") for each share of common stock, par value $1.00 per share, of the Company ("Common Stock") outstanding at the close of business on August 22, 2000 (the "Record Date") (other than shares of such Common Stock held in the Company's treasury on such date), and has authorized the issuance of one Right in respect of each share of Common Stock issued between the Record Date (whether originally issued or issued from the Company's treasury) and the Distribution Date (as such term is defined in Section 3 hereof), each Right representing the right to purchase one share of Common Stock, upon the terms and subject to the conditions hereinafter set forth (the "Rights"); and
WHEREAS, the Company desires to appoint the Rights Agent to act as provided herein, and the Rights Agent is willing to so act.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain Definitions. For purposes of this Rights Agreement, the following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person (as hereinafter defined) who or which, together with all Affiliates (as hereinafter defined) and Associates (as hereinafter defined) of such Person, without the Prior Written Approval of the Company (as hereinafter defined), shall be the Beneficial Owner (as hereinafter defined) of securities of the Company constituting 15% or more of the Voting Power (as hereinafter defined) of the Company or was such a Beneficial Owner at any time after the date hereof, whether or not such Person continues to be the Beneficial Owner of securities representing 15% or more of the Voting Power of the Company, but shall not include (i) the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, or any entity holding securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such employee benefit plan or compensation arrangement, or (ii) any Person who or which, together with all Affiliates and Associates of such Person, inadvertently may become the Beneficial Owner of securities of the Company representing 15% or more of the Voting Power of the Company or otherwise becomes such a Beneficial Owner without a plan or intention to acquire control of the Company, so long as such Person, individually or together with the Affiliates and Associates of such Person, promptly enters into, and delivers to the Company, an irrevocable commitment promptly to divest, and thereafter promptly divests (without exercising or retaining any power, including voting, with respect to such securities), sufficient securities of the Company so that such Person, together with all Affiliates and Associates of such Person, ceases to be the Beneficial Owner of 15% or more of the Voting Power of the Company. Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of an acquisition of voting securities of the Company by the Company which, by reducing the amount of such securities outstanding, increases the proportionate voting power of such securities beneficially owned by such Person to 15% or more of the Voting Power of the Company; provided, however, that if a Person becomes the Beneficial Owner of securities constituting 15% or more of the Voting Power of the Company by reason of purchases by the Company and shall, after such purchases by the Company, become the Beneficial Owner of any additional voting securities of the Company without the Prior Written Approval of the Company, then such Person shall be deemed to be an Acquiring Person.
(b) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date hereof.
(c) A Person shall be deemed the "Beneficial Owner" of, and shall be deemed to "beneficially own", any securities:
(i) which such Person or any of such Person's Affiliates or Associates beneficially owns, directly or indirectly as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act, as in effect on the date hereof;
(ii) which such Person or any of such Person's Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than these Rights), warrants or options, or otherwise, provided, however, that a Person shall not be deemed the "Beneficial Owner" of securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for payment or exchange; or (B) the right to vote pursuant to any agreement, arrangement or understanding, provided, however, that a Person shall not be deemed the "Beneficial Owner" of any security under this clause (B) if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act and (2) is not also then reportable by such person on Schedule 13D under the Exchange Act (or any comparable or successor report); or
(iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person's Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy or consent as described in clause (B) of subparagraph (ii) of this paragraph (c)) or disposing of any securities of the Company.
Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase "then outstanding," when used with reference to a Person's Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder.
(d) "Board of Directors" shall mean the Board of Directors of the Company as constituted from time to time.
(e) "Business Day" shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in the State of Missouri or Illinois are authorized or obligated by law or executive order to close.
(f) "Close of Business" on any given date shall mean 5:00 P.M., St. Louis, Missouri time, on such date; provided, however, that if such date is not a Business Day it shall mean 5:00 P.M., St. Louis, Missouri time, on the next succeeding Business Day.
(g) "Common Stock" shall have the meaning set forth in the Recitals of this Rights Agreement, except that "Common Stock" when used with reference to any Person other than the Company shall mean the capital stock with the greatest Voting Power of such Person or the equity securities or other equity interest having power to control or direct the management of such Person or, if such Person is a Subsidiary (as hereinafter defined) of another Person, of the Person which ultimately controls such first-mentioned Person and which has issued and outstanding such capital stock, equity securities or equity interests.
213693
|
Sigma-Aldrich
As referenced in this Rights Agreement:
sigma-aldrich – _____________
SIGMA-ALDRICH CORPORATION
and
COMPUTERSHARE INVESTOR SERVICES, LLC
Rights Agent
_____________________________
Dated as of August 8, 2000
sigma-aldrich – Rights Agreement, dated as of August 8, 2000 (the "Rights Agreement") is entered into between SIGMA-ALDRICH CORPORATION, a Delaware corporation (the "Company"), and COMPUTERSHARE INVESTOR SERVICES, LLC, an Illinois limited liability
sigma-aldrich – hereof to certain Rights as set forth in a Rights Agreement (the "Rights Agreement") between Sigma-Aldrich Corporation (the "Company") and Computershare Investor Services, LLC, as Rights Agent, as it may from
sigma-aldrich – prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:
Sigma-Aldrich Corporation
3050 Spruce Street
St. Louis, Missouri 63103
Attention: Chief Administrative Officer
Subject to the
sigma-aldrich – executed, all as of the day and year first above written.
Attest:
SIGMA-ALDRICH CORPORATION
By /c/ Larry D. Roeder
Name: Larry D. Roeder
Title: Director Treasury
dt 13690
;
| Computershare Investor Services, LLC
|
| Preview
Subscribers | 2000 |
Rights Agreement [Amendment]
Rights Agreement [Amendment] (6K)
Doc #213851: Click preview link for longer preview.
AMENDMENT OF RIGHTS AGREEMENT
AMENDMENT (this "Amendment"), dated as of November 6, 2000, to the
Rights Agreement (the "Rights Agreement"), dated as of August 6, 1998, by and
between Universal Foods Corporation d/b/a Sensient Technologies Corporation
(formerly Universal Foods Corporation), a Wisconsin corporation (the "Company"),
and Wells Fargo Bank Minnesota, N.A. (as successor to Firstar Trust Company), as
Rights Agent (the "Rights Agent").
RECITALS
A. The Company and Firstar Trust Company have heretofore executed
and entered into the Rights Agreement.
B. Pursuant to Section 21 of the Rights Agreement, the Company
has removed Firstar Trust Company as Rights Agent and appointed Wells Fargo Bank
Minnesota, N.A. as successor Rights Agent, in each case effective as of October
16, 2000.
C. On September 7, 2000 the name of the Company was changed from
Universal Foods Corporation to Sensient Technologies Corporation, subject to
approval by the shareholders of the Company at its next Annual Meeting on April
26, 2001, and commencing on November 6, 2000 (the "Launch Date") until the
Annual Meeting the Company will utilize the name "Sensient Technologies
Corporation" as a fictitious name and, when legally necessary or appropriate,
the Company will refer to itself as "Universal Foods Corporation d/b/a Sensient
Technologies Corporation."
D. Pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof.
E. All acts and things necessary to make to this Amendment a
valid agreement, enforceable according to its terms, have been done and
performed, and the execution and delivery of this Amendment by the Company and
the Rights Agent have been in all respects duly authorized by the Company and
the Rights Agent.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties hereby ag |