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Rights Agreement [Amendment No. 1]
Rights Agreement [Amendment No. 1] (5K)
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement (this "Amendment") is entered
into as of December 28, 2000, by and between WATER PIK TECHNOLOGIES, INC., a
Delaware corporation (the "Company"), and MELLON INVESTOR SERVICES LLC, a New
Jersey limited liability company, formerly known as CHASEMELLON SHAREHOLDER
SERVICES, L.L.C. (the "Rights Agent"), and amends the Rights Agreement dated as
of November 12, 1999, between the Company and the Rights Agent (the "Rights
Agreement").
WHEREAS, this Amendment is entered into pursuant to Section 27 of the
Rights Agreement prior to the time that any Person, to the knowledge of the
Company, has become an Acquiring Person.
NOW, THEREFORE, in consideration of the premises and the mutual
393384
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Water Pik
As referenced in this Rights Agreement [Amendment No. 1]:
WATER PIK TECHNOLOGIES, INC – 1
EXHIBIT 4.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement (this "Amendment") is entered
into as of December 28, 2000, by and between WATER PIK TECHNOLOGIES, INC ., a
Delaware corporation (the "Company"), and MELLON INVESTOR SERVICES LLC, a New
Jersey limited liability company, formerly known as CHASEMELLON SHAREHOLDER
SERVICES, L.L.C. (the "Rights Agent"), and
_____________
WATER PIK TECHNOLOGIES, INC – the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
Attest: WATER PIK TECHNOLOGIES, INC .
By:
--------------------------------- -------------------------------
Name: Richard D. Tipton Name: Michael P. Hoopis
Title: VP & General Counsel Title: President and CEO
Attest: MELLON INVESTOR SERVICES LLC
By:
--------------------------------- -------------------------------
Name: Ronald Lug Name: Joseph Cannata
_____________
dt 1537710
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Subscribers | 2001 |
Registration Rights Agreement
Registration Rights Agreement (63K)
Doc #393389: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4.1
{SEQUENCE}2
{FILENAME}a68398ex4-1.txt
{DESCRIPTION}EXHIBIT 4.1
{TEXT}
{PAGE} 1
EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
DATED AS OF JANUARY 3, 2001
BY AND AMONG
WATER PIK TECHNOLOGIES, INC.,
SPECIAL VALUE BOND FUND, LLC
AND
SPECIAL VALUE BOND FUND II, LLC
{PAGE} 2
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is
entered into as of January 3, 2001 by and among Water Pik Technologies, Inc., a
Delaware corporation (the "Company"), Special Value Bond Fund, LLC, a Delaware
limited liability company ("SVBF") and Special Value Bond Fund II, LLC, a
Delaware limited liability company ("SVBFII" and together with SVBF, the
"Purchaser").
WITNESSETH
WHEREAS, the Company and the Purchaser have entered into a
Stock Purchase Agreement (the "Purchase Agreement") of even date herewith
pursuant to which the Purchaser is purchasing 1,973,685 shares (the "Shares") of
the Company's Common Stock, par value $0.01 per share (the "Common Stock"); and
WHEREAS, a condition to the Purchaser's obligations under the
Purchase Agreement is that the Company enter into this Agreement to grant the
Purchaser certain registration and other rights with respect to such purchased
Shares of Common Stock.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and mutual
agreements contained herein, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
1.1 Definitions. As used herein, unless the context otherwise requires,
the following terms have the following respective meanings:
"Affiliate" means, with respect to any Person, any Person
that, directly or indirectly, controls, is controlled by or is under common
control with such Person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by" and "under
common control with"), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.
"Certificate of Incorporation" means the Certificate of
Incorporation of the Company, as it may be amended or restated hereafter from
time to time.
"Closing" shall have the meaning set forth in the Purchase
Agreement.
"Common Stock" shall have the meaning set forth in the
preamble of this Agreement.
"Company" shall have the meaning set forth in the preamble of
this Agreement.
{PAGE} 3
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar or sucessor Federal statute, and the rules and
regulations of the SEC thereunder, all as the same shall be in effect at the
time.
"NYSE" means the New York Stock Exchange.
"Permitted Transferee" means, with respect to the Purchaser,
any sale or other transfer to (a) an Affiliate or constituent partner or limited
liability company member of the Purchaser (including limited partners, retired
partners, retired members, and spouses, ancestors, descendants and other members
of such partners' or members' immediate families, and trusts for the benefit of
any such party) or (b) any Person who acquires at least 1,000,000 shares of
Registrable Securities (as appropriately adjusted for stock splits,
combinations, recapitalizations and the like).
"Person" means and includes an individual, a corporation, a
limited liability company, an association, a partnership, a trust or estate, a
government or any department or agency thereof.
"Postponement Period" shall have the meaning set forth in
Section 2.1(i).
"Purchase Agreement" shall have the meaning set forth in the
preamble of this Agreement.
"Purchaser" shall have the meaning set forth in the preamble
of this Agreement.
"Registrable Securities" means (a) the Shares, (b) 386,800
shares of Common Stock previously purchased by the Purchaser and (c) any other
shares of Common Stock issued by way of a stock dividend, stock split or reverse
stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or similar event, with respect to or exchange for or in
replacement of the shares listed in (a) and (b). As to any particular
Registrable Securities, such securities shall cease to be Registrable Securities
when (i) a registration statement covering such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (ii) Rule 144 (or any
successor provision) under the Securities Act is available for the sale of all
the Purchaser's Registrable Securities during any three (3)-month period without
registration or (iii) such securities shall have ceased to be outstanding.
"Registration Expenses" means all expenses incident to the
registration and disposition of the Registrable Securities pursuant to Section 2
hereof, including, without limitation, all registration, filing and applicable
national securities exchange fees, all fees and expenses of complying with state
securities or blue sky laws (including fees and disbursements of counsel to the
underwriters or the Purchaser in connection with "blue sky" qualification of the
Registrable Securities and determination of their eligibility for investment
under the laws of the various jurisdictions), all word processing, duplicating
and printing expenses, all messenger and delivery expenses, the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of "cold comfort" letters or any special
audits required by, or incident to, such registration, all fees and
disbursements of underwriters (other than underwriting discounts and
commissions), and all fees and expenses of one counsel to the
2
{PAGE} 4
Purchaser and all holders of Registrable Securities. The Registration Expenses
shall not include the Selling Expenses.
"SEC" means the Securities and Exchange Commission or any
other governmental authority at the time administering the Securities Act or the
Exchange Act.
"Securities Act" means the Securities Act of 1933, as amended,
or any similar or successor Federal statute, and the rules and regulations of
the SEC thereunder, all as the same shall be in effect at the time.
"Selling Expenses" means underwriting discounts, selling fees
and commissions and stock transfer taxes applicable to the Registrable
Securities, which shall be paid by the Purchaser.
"Shares" shall have the meaning set forth in the preamble of
this Agreement.
"SVBF" shall have the meaning set forth in the preamble of
this Agreement.
"SVBFII" shall have the meaning set forth in the preamble of
this Agreement.
ARTICLE II.
REGISTRATION RIGHTS
2.1 Registration on Request.
(a) Request. At any time after one (1) year following the
Closing, the Purchaser shall have the right to require the Company to effect the
registration under the Securities Act of all or at least 500,000 shares of the
Registrable Securities, by delivering a written request therefor to the Company,
signed by the holders of at least a majority of the Registrable Securities then
outstanding, specifying the number of shares of Registrable Securities and the
intended method of distribution. The Company shall (i) use commercially
393389
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Water Pik
As referenced in this Registration Rights Agreement:
WATER PIK TECHNOLOGIES, INC – 4.1
{SEQUENCE}2
{FILENAME}a68398ex4-1.txt
{DESCRIPTION}EXHIBIT 4.1
{TEXT}
{PAGE} 1
EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
DATED AS OF JANUARY 3, 2001
BY AND AMONG
WATER PIK TECHNOLOGIES, INC .,
SPECIAL VALUE BOND FUND, LLC
AND
SPECIAL VALUE BOND FUND II, LLC
{PAGE} 2
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is
entered into as of January
_____________
Water Pik Technologies, Inc – LLC
AND
SPECIAL VALUE BOND FUND II, LLC
{PAGE} 2
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is
entered into as of January 3, 2001 by and among Water Pik Technologies, Inc ., a
Delaware corporation (the "Company"), Special Value Bond Fund, LLC, a Delaware
limited liability company ("SVBF") and Special Value Bond Fund II, LLC, a
Delaware limited liability company ("SVBFII"
_____________
Water Pik Technologies, Inc – at the address set
forth below or such other address as may hereafter be designated in writing by
such party to the other party:
(a) If to the Company, to:
Water Pik Technologies, Inc .
23 Corporate Plaza, Suite 246
Newport Beach, California 92660
Attn: Richard D. Tipton, Esq.
14
{PAGE} 16
With a copy to:
Riordan & McKinzie
Plaza Tower
600 Anton Boulevard, 18th
_____________
WATER PIK TECHNOLOGIES, INC – IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.
COMPANY:
WATER PIK TECHNOLOGIES, INC .,
a Delaware corporation
By: /s/ MICHAEL P. HOOPIS
----------------------------------------
Name: Michael P. Hoopis
Title: President and Chief Executive Officer
PURCHASER:
SPECIAL VALUE BOND FUND, LLC,
a Delaware limited liability company
_____________
dt 1537712
;
|
 Latham & Watkins
As referenced in this Registration Rights Agreement:
Latham & Watkins – Esq.
(b) If to the Purchaser, to:
Special Value Investment Management, LLC
11100 Santa Monica Boulevard, Suite 210
Los Angeles, California 90025
Attn: Mark K. Holdsworth
With a copy to:
Latham & Watkins
12636 High Bluff Drive, Suite 300
San Diego, California 92130
Attn: Craig M. Garner, Esq.
3.2 Assignment; Third Party Beneficiaries. This Agreement shall be
binding upon and inure
_____________
dt 1339093
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Subscribers | 2004 |
Registration Rights Agreement
Registration Rights Agreement (40K)
Doc #393423: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
MAY _____, 2004
TO: THE SEVERAL HOLDERS OF CERTAIN SHARES OF
COMMON STOCK OF TURBOCHEF TECHNOLOGIES, INC.
IDENTIFIED ON EXHIBIT A HERETO:
GENTLEMEN:
This Registration Rights Agreement (the "Agreement") confirms that, in
connection with your agreement to purchase shares of common stock of TurboChef
Technologies, Inc. (the "Company") being issued to you by the Company, without
registration under the Securities . . .
393423
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TurboChef
As referenced in this Registration Rights Agreement:
TURBOCHEF TECHNOLOGIES, INC – FILENAME}ex103.txt
{DESCRIPTION}FORM OF REGISTRATION RIGHTS AGREEMENT
{TEXT}
Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
MAY _____, 2004
TO: THE SEVERAL HOLDERS OF CERTAIN SHARES OF
COMMON STOCK OF TURBOCHEF TECHNOLOGIES, INC .
IDENTIFIED ON EXHIBIT A HERETO:
GENTLEMEN:
This Registration Rights Agreement (the "Agreement") confirms that, in
connection with your agreement to purchase shares of common stock of TurboChef
Technologies, Inc. (
_____________
TurboChef
Technologies, Inc – OF TURBOCHEF TECHNOLOGIES, INC.
IDENTIFIED ON EXHIBIT A HERETO:
GENTLEMEN:
This Registration Rights Agreement (the "Agreement") confirms that, in
connection with your agreement to purchase shares of common stock of TurboChef
Technologies, Inc . (the "Company") being issued to you by the Company, without
registration under the Securities Act (as defined below), the Company and you
covenant and agree as follows:
1. CERTAIN
_____________
TurboChef Technologies, Inc – which for you is, as of the date of this Agreement, the
address and facsimile number specified for you on the signature page hereof) and
to the Company as follows:
TurboChef Technologies, Inc .
1050 Metric Drive
Suite 128
Dallas, Texas 75243
Attention: President and CEO
Facsimile No.: (214) 340-8477
With a copy to:
Reinaldo Pascual
Kilpatrick Stockton LLP
1100 Peachtree Street
_____________
TURBOCHEF TECHNOLOGIES, INC – and delivering to the Company a counterpart of this Agreement,
whereupon this Agreement shall be a binding agreement among you, the Company,
and each other such countersignatory.
Very truly yours,
TURBOCHEF TECHNOLOGIES, INC .
By:
----------------------------------------
James K. Price
President and Chief Executive Officer
AGREED TO AND ACCEPTED
as of the date first above-written:
-------------------------------------
Name(s) (Please type or print)
-------------------------------------
Signature(s) (if
_____________
TurboChef Technologies, Inc – title of authorized person)
11
{PAGE}
EXHIBIT A TO
REGISTRATION RIGHTS AGREEMENT
DATED MAY _____, 2004
Names, Addresses, Mail Addresses and Facsimile Nos.
of Certain Holders of Common Stock
of TurboChef Technologies, Inc .
----------------------------------------
{PAGE}
EXHIBIT B TO
REGISTRATION RIGHTS AGREEMENT
DATED MAY _____, 2004
Methods of Disposition of Restricted Stock
in a Registration Pursuant to Section 4
----------------------------------------
The shares of Common Stock
_____________
dt 1384991
;
|
Kilpatrick
As referenced in this Registration Rights Agreement:
Kilpatrick Stockton – the Company as follows:
TurboChef Technologies, Inc.
1050 Metric Drive
Suite 128
Dallas, Texas 75243
Attention: President and CEO
Facsimile No.: (214) 340-8477
With a copy to:
Reinaldo Pascual
Kilpatrick Stockton LLP
1100 Peachtree Street
Suite 2800
Atlanta, GA 30309
Facsimile No: (404) 815-6555
or to such other address or to the attention of such other person as the
_____________
dt 1019087
|
| Preview
Subscribers | 2002 |
Registration Rights Agreement
Registration Rights Agreement (47K)
Doc #393459: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and
entered into as of the 31st day of December, 2001 (the "Effective Date") between
TurboChef Technologies, Inc., a Delaware corporation (the "Company"), and the
parties set forth on the signature pages hereto (each, a "Purchaser" and
collectively, the "Purchasers").
R E C I T A L S:
A. The Purchasers have purchased, in the aggregate, 1,049,823 shares of
the Company's Common Stock, par value $0.01 per share (as defined below)
pursuant to Subscription Agreements, each dated as of December 19, 2001, (each,
a "Subscription Agreement" and collectively, the "Subscription Agreements"), by
and between the Company and each Purchaser.
B. The Company and the Purchasers desire to set forth the registration
rights to be granted by the Company to the Purchasers.
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants, and conditions set forth herein and in
the Subscription Agreements, the parties mutually agree as follows:
A G R E E M E N T:
1. Certain Definitions. As used in this Agreement, the following terms
-------------------
shall have the following respective meanings:
"Certificate of Incorporation" means the Certificate of Incorporation
----------------------------
of the Company as filed with the Secretary of State of the State of Delaware, as
the same may be amended from time to time.
"Commission" shall mean the Securities and Exchange Commission or any
----------
other federal agency at the time administering the Securities Act.
"Common Stock" shall mean the common stock, par value $0.01 per share,
------------
of the Company and any and all shares of capital stock or other equity
securities of: (i) the Company which are added to or exchanged or substituted
for the Common Stock by reason of the declaration of any stock dividend or stock
split, the issuance of any distribution or the reclassification, readjustment,
recapitalization or other such modification of the capital structure of the
Company; and (ii) any other corporation, now or hereafter organized under the
laws of any state or other governmental authority, with which the Company is
merged, which results from any consolidation or reorganization to which the
Company is a party, or to which is sold all or substantially all of the shares
or assets of the Company, if immediately after such merger, consolidation,
reorganization or sale, the Company or the stockholders of the Company own
equity securities having in the aggregate more than 50% of the total voting
power of such other corporation.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
------------
amended, and the rules and regulations of the Commission promulgated thereunder.
"Family Member" shall mean (a) with respect to any individual, such
-------------
individual's spouse, any descendants (whether natural, adopted or in the process
of adoption), any trust all of the beneficial
{PAGE}
interests of which are owned by any of such individuals or by any of such
individuals together with any organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, the estate of any such individual,
and any corporation, association, partnership or limited liability company all
of the equity interests of which are owned by those above described individuals,
trusts or organizations and (b) with respect to any trust, the owners of the
beneficial interests of such trust.
"Form S-3" shall mean such form under the Securities Act as in effect
--------
on the date hereof or any registration form under the Securities Act
subsequently adopted by the Commission which permits inclusion or incorporation
of substantial information by reference to other documents filed by the Company
with the Commission.
"Holder" shall mean each Purchaser or any of such Holder's respective
------
successors and assigns who acquire rights in accordance with this Agreement with
respect to the Registrable Securities directly or indirectly from such Holder,
including any Permitted Assignee of such Holder.
"Permitted Assignee" shall mean (a) with respect to a partnership, its
------------------
partners or former partners in accordance with their partnership interests, (b)
with respect to a corporation, its shareholders in accordance with their
interest in the corporation, (c) with respect to a limited liability company,
its members or former members in accordance with their interest in the limited
liability company, (d) with respect to an individual party, any Family Member of
such party, (e) an entity that is controlled by, controls, or is under common
control with a transferor, or (f) a party to this Agreement.
The terms "register", "registered" and "registration" refers to a
-------- ---------- ------------
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
"Registrable Securities" shall mean shares of Common Stock issued to
----------------------
each Purchaser pursuant to the Subscription Agreements, excluding (i) any
---------
Registrable Securities that have been publicly sold or may be sold immediately
without registration under the Securities Act either pursuant to Rule 144 of the
Securities Act or otherwise; (ii) any Registrable Securities sold by a person in
a transaction pursuant to a registration statement filed under the Securities
Act or (iii) any Registrable Securities that are at the time subject to an
effective registration statement under the Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as amended, or
--------------
any similar federal statute promulgated in replacement thereof, and the rules
and regulations of the Commission thereunder, all as the same shall be in effect
at the time.
"S-3 Blackout Period" shall mean, with respect to a Form S-3
-------------------
registration, a period not in excess of 60 calendar days in any calendar year
during which the Company, in the good faith judgment of its Board of Directors,
determines (because of the existence of, or in anticipation of, any acquisition,
financing activity, or other transaction involving the Company, or the
unavailability for reasons beyond the Company's control of any required
financial statements, disclosure of information which is in its best interest
not to publicly disclose, or any other event or condition of similar
significance to the Company) that the registration and distribution of the
Registrable Securities to be covered by such S-3 Registration, if any, would be
seriously detrimental to the Company and its shareholders.
2. Term. This Agreement shall continue in full force and effect for a
----
period of two (2) year from the Effective Date.
2
{PAGE}
3. Registration.
------------
(a) Registration on Form S-3. As promptly as reasonably practicable
------------------------
after the date hereof, but in any event not later than March 31, 2002, the
393459
|
TurboChef
As referenced in this Registration Rights Agreement:
TurboChef Technologies, Inc – PAGE}
Exhibit 10.19
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and
entered into as of the 31st day of December, 2001 (the "Effective Date") between
TurboChef Technologies, Inc ., a Delaware corporation (the "Company"), and the
parties set forth on the signature pages hereto (each, a "Purchaser" and
collectively, the "Purchasers").
R E C I T A L
_____________
TURBOCHEF TECHNOLOGIES, INC – grant such holder registration rights senior to those
granted to the Holders hereunder.
10
{PAGE}
This Registration Rights Agreement is hereby executed as of the date first above
written.
COMPANY:
TURBOCHEF TECHNOLOGIES, INC .
By: /s/ Jeffrey B. Bogatin
-----------------------------------
Name: Jeffrey B. Bogatin
---------------------------------
Its: Chairman
----------------------------------
PURCHASERS:
THE PINNACLE GROUP L.P.
By:________________________________
Name:___________________________
Its:____________________________
WESTPARK CAPITAL L.P.
By:________________________________
_____________
dt 1385009
| |
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Subscribers | 2004 |
Rights Agreement
Rights Agreement (172K)
Doc #393503: Click preview link for longer preview.
Salton, Inc.
and
UMB Bank, N.A.
as Rights Agent
Rights Agreement
dated as of June 28, 2004
--------------------------------------------------------------------------------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
----
{S} {C}
Section 1. Certain Definitions.................................................. 1
Section 2. Appointment of Rights Agent.......................................... 6
Section 3. Issue of Right Certificates.......................................... 7
Section 4. Form of Right Certificates........................................... 9
Section 5. Countersignature and Registration.................................... 9
Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates;
Mutilated, Destroyed, Lost or Stolen Right Certificates.............. 10
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights........ 11
Section 8. Cancellation and Destruction of Right Certificates................... 13
Section 9. Reservation and Availability of Shares............................... 14
Section 10. Preferred Shares Record Date......................................... 16
Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights... 16
Section 12. Certificate of Adjusted Purchase Price or Number of Shares........... 28
Section 13. Consolidation, Merger, Sale or Transfer of Assets or Earning Power... 28
Section 14. Fractional Rights and Fractional Shares.............................. 31
Section 15. Rights of Action..................................................... 33
Section 16. Agreement of Right Holders........................................... 34
Section 17. Right Certificate Holder Not Deemed a Stockholder.................... 34
Section 18. Concerning the Rights Agent.......................................... 35
Section 19. Merger or Consolidation or Change of Name of Rights Agent............ 35
Section 20. Duties of Rights Agent............................................... 36
Section 21. Change of Rights Agent............................................... 39
Section 22. Issuance of New Right Certificates................................... 40
Section 23. Redemption........................................................... 40
{/TABLE}
{PAGE}
{TABLE}
{S} {C}
Section 24. Exchange............................................................. 42
Section 25. Notice of Certain Events............................................. 43
Section 26. Notices.............................................................. 45
Section 27. Supplements and Amendments........................................... 45
Section 28. Successors........................................................... 46
Section 29. Determinations and Actions by the Board of Directors................. 46
Section 30. Benefits of this Agreement........................................... 47
Section 31. Severability......................................................... 47
Section 32. Governing Law........................................................ 47
Section 33. Counterparts......................................................... 47
Section 34. Descriptive Headings................................................. 48
{/TABLE}
Exhibit A Form of Certificate of Designation
Exhibit B Form of Right Certificate
Exhibit C Summary of Stockholder Rights Agreement
-ii-
{PAGE}
RIGHTS AGREEMENT
Rights Agreement, dated as of June 28, 2004 (the "Agreement"), between
Salton, Inc., a Delaware corporation (the "Company"), and UMB Bank, N.A., as
Rights Agent (the "Rights Agent").
The Board of Directors of the Company has authorized and declared a
dividend of one Preferred Share Purchase Right (a "Right") for each Common Share
(as defined in Section 1 hereof) of the Company outstanding on the Record Date
(as defined in Section 1 hereof), each Right representing the right to purchase
one one-thousandth of a Preferred Share (as defined in Section 1 hereof) of the
Company, upon the terms and subject to the conditions set forth in this
Agreement, and has further authorized and directed the issuance of one Right
(subject to adjustment as provided herein) with respect to each Common Share
that shall become outstanding (i) between the Record Date and the earliest of
the Distribution Date, the Redemption Date and the Final Expiration Date (as
such terms are defined in Sections 3 and 7 hereof) or (ii) between the
Distribution Date and the earlier of the Redemption Date and the Final
Expiration Date as a result of the conversion into Common Shares of any
convertible securities of the Company or any of its Subsidiaries or as a result
of the exercise of any options, warrants or other rights to purchase Common
Shares of the Company, which convertible securities, options, warrants or other
rights were outstanding on the Distribution Date.
Accordingly, in consideration of the mutual agreements set forth in this
Agreement, the parties hereby agree as follows:
Section 1. Certain Definitions. For purposes of this Agreement, the
following terms have the meanings indicated:
(a) "Acquiring Person" means any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial
Owner of 20% or more of the aggregate number of Common Shares of the
Company then outstanding; provided, however that (i) in no event shall any
Exempt Person be deemed to be an Acquiring Person, (ii) no Person shall
become an "Acquiring Person" as the result of an acquisition of Common
Shares by the Company which, by reducing the number of the Company's
Common Shares outstanding, increases the
{PAGE}
proportionate number of shares beneficially owned by such Person to 20% or
more of the Common Shares then outstanding; provided, however, that if a
Person shall become the Beneficial Owner of 20% or more of the Common
Shares of the Company then outstanding by reason of share acquisitions by
the Company and shall, after such share acquisitions by the Company, (A)
acquire, in one or more transactions, beneficial ownership of an
additional number of Common Shares which exceeds 0.25% of the
then-outstanding Common Shares and (B) beneficially own after such
acquisition 20% or more of the aggregate number of Common Shares of the
Company then outstanding, then such Person shall be deemed to be an
"Acquiring Person," (iii) no Person who or which, together with all
Affiliates and Associates of such Person, was the Beneficial Owner of 20%
or more of the aggregate number of Common Shares of the Company issued and
outstanding as of 5:00 p.m., New York time, on June 28, 2004 shall be
deemed to be an "Acquiring Person" for purposes of this Agreement;
provided, however, that if such Person or any of its Affiliates and
Associates, after 5:00 p.m., New York time, on June 28, 2004, (A)
acquires, in one or more transactions, beneficial ownership of an
additional number of Common Shares which exceeds 0.25% of the
then-outstanding Common Shares and (B) beneficially owns after such
acquisition 20% or more of the aggregate number of Common Shares of the
393503
|
Salton
As referenced in this Rights Agreement:
Salton, Inc – {DOCUMENT}
{TYPE}EX-1
{SEQUENCE}2
{FILENAME}c86423exv1.txt
{DESCRIPTION}RIGHTS AGREEMENT, DATED AS OF JUNE 28, 2004
{TEXT}
{PAGE}
EXHIBIT 1
--------------------------------------------------------------------------------
Salton, Inc .
and
UMB Bank, N.A.
as Rights Agent
Rights Agreement
dated as of June 28, 2004
--------------------------------------------------------------------------------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
----
{S} {C}
Section 1. Certain Definitions..................................................
_____________
Salton, Inc – of Designation
Exhibit B Form of Right Certificate
Exhibit C Summary of Stockholder Rights Agreement
-ii-
{PAGE}
RIGHTS AGREEMENT
Rights Agreement, dated as of June 28, 2004 (the "Agreement"), between
Salton, Inc ., a Delaware corporation (the "Company"), and UMB Bank, N.A., as
Rights Agent (the "Rights Agent").
The Board of Directors of the Company has authorized and declared a
dividend
_____________
Salton, Inc – such other
Person or, if such Person is a Subsidiary of another Person, of the Person
or Persons which ultimately controls or control such first-mentioned
Person.
(h) "Company" means Salton, Inc ., a Delaware corporation.
(i) "Distribution Date" is defined in Section 3.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(k) "Exempt Person" means (i) the
_____________
Salton,
Inc – written on or otherwise affixed to them the following legend:
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement between Salton,
Inc ., a Delaware corporation (the "Company"), and UMB Bank, N.A., as
Rights Agent (the "Rights Agent"), dated as of June 28, 2004 (the
"Rights Agreement"), the terms of which
_____________
Salton, Inc – the Company shall be sufficiently given or made if sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the Rights Agent) as follows:
Salton, Inc .
1955 W. Field Court
Lake Forest, Illinois 60045
Attention: Corporate Secretary
Subject to the provisions of Section 21 of this Agreement, any notice or demand
authorized by this Agreement
_____________
dt 1482699
| |
| Preview
Subscribers | 2002 |
Registration Rights Agreement
Registration Rights Agreement (59K)
Doc #393636: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is made and entered into as of
August 8, 2002 (this "Agreement"), by and among Helen of Troy Limited, a Bermuda
corporation (the "Company"), and Acqua Wellington Private Placement Fund, Ltd.,
a company organized under the laws of the Commonwealth of the Bahamas, and Acqua
Wellington Opportunity I Limited, a company organized under the laws of the
Commonwealth of the Bahamas (individually, a "Purchaser," and collectively, the
"Purchasers").
. . .
393636
| |
Jenkens
As referenced in this Registration Rights Agreement:
Jenkens & Gilchrist – Acqua Wellington Opportunity I Limited
Shirlaw House
87 Shirley Street
P.O. Box SS-19084
Nassau, Bahamas
Attn: Michael Taylor
with a copy to (which copy shall not constitute
notice):
Jenkens & Gilchrist Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174
Tel. No.: (212) 704-6000
Fax No.: (212) 704-6288
Attn: Christopher S. Auguste
or to such
_____________
dt 1012134
|
| Preview
Subscribers | 2002 |
Registration Rights Agreement
Registration Rights Agreement (58K)
Doc #393637: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is made and entered into as of
August 21, 2002 (this "Agreement"), by and between Helen of Troy Limited, a
Bermuda corporation (the "Company"), and Acqua Wellington Opportunity I Limited,
a company organized under the laws of the Commonwealth of the Bahamas (the
"Purchaser").
WHEREAS, to induce the Purchaser to execute and deliver the Purchase
Agreement and to purchase shares of the Stock, the Company has agreed to provide
certain registration . . .
393637
| |
Jenkens
As referenced in this Registration Rights Agreement:
Jenkens & Gilchrist – Acqua Wellington Opportunity I Limited
Shirlaw House
87 Shirley Street
P.O. Box SS-19084
Nassau, Bahamas
Attn: Michael Taylor
with a copy to (which copy shall not
constitute notice):
Jenkens & Gilchrist Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174
Tel. No.: (212) 704-6000
Fax No.: (212) 704-6288
Attn: Christopher S. Auguste
or to such
_____________
dt 1012135
|
| Preview
Subscribers | 2003 |
Registration Rights Agreement
Registration Rights Agreement (77K)
Doc #393747: Click preview link for longer preview.
Registration Rights Agreement
Dated as of November 1, 2002
among
THE STANLEY WORKS
and
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Salomon Smith Barney Inc.
BNP Paribas Securities Corp.
Fleet Securities, Inc.
REGISTRATION . . .
393747
|
Stanley Works
As referenced in this Registration Rights Agreement:
STANLEY WORKS
– {DOCUMENT}
{TYPE}EX-4.(VII)
{SEQUENCE}5
{FILENAME}file004.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
{PAGE}
EXECUTION COPY
Registration Rights Agreement
Dated as of November 1, 2002
among
THE STANLEY WORKS
and
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Salomon Smith Barney Inc.
BNP Paribas Securities Corp.
Fleet Securities, Inc.
{PAGE}
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is
_____________
STANLEY WORKS, – Smith Barney Inc.
BNP Paribas Securities Corp.
Fleet Securities, Inc.
{PAGE}
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into November 1, 2002, among THE STANLEY WORKS, a Connecticut corporation (the
"Company"), and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, SALOMON
SMITH BARNEY INC., BNP PARIBAS CORP. and FLEET SECURITIES, INC. (collectively,
the "Purchasers").
This Agreement is
_____________
STANLEY WORKS
– remaining provisions
contained herein shall not be affected or impaired thereby.
22
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
THE STANLEY WORKS
By:
------------------------------------
Name:
Title:
Confirmed and accepted as of the date
first above written:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
SALOMON SMITH BARNEY INC.
BNP PARIBAS SECURITIES CORP.
FLEET SECURITIES,
_____________
dt 1397273
;
 BNP Paribas
As referenced in this Registration Rights Agreement:
BNP Paribas Securities Corp. – RIGHTS AGREEMENT
{TEXT}
{PAGE}
EXECUTION COPY
Registration Rights Agreement
Dated as of November 1, 2002
among
THE STANLEY WORKS
and
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Salomon Smith Barney Inc.
BNP Paribas Securities Corp.
Fleet Securities, Inc.
{PAGE}
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into November 1, 2002, among THE STANLEY WORKS, a Connecticut corporation (the
"
_____________
BNP PARIBAS SECURITIES CORP. – date
first written above.
THE STANLEY WORKS
By:
------------------------------------
Name:
Title:
Confirmed and accepted as of the date
first above written:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
SALOMON SMITH BARNEY INC.
BNP PARIBAS SECURITIES CORP.
FLEET SECURITIES, INC.
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
------------------------------------
Name:
Title:
By: SALOMON SMITH BARNEY INC.
By:
------------------------------------
Name:
Title:
For themselves and as representatives of the other
_____________
dt 1040425
;
Fleet Securities
As referenced in this Registration Rights Agreement:
Fleet Securities, Inc – EXECUTION COPY
Registration Rights Agreement
Dated as of November 1, 2002
among
THE STANLEY WORKS
and
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Salomon Smith Barney Inc.
BNP Paribas Securities Corp.
Fleet Securities, Inc .
{PAGE}
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into November 1, 2002, among THE STANLEY WORKS, a Connecticut corporation (the
"Company"), and MERRILL
_____________
FLEET SECURITIES, INC – and entered
into November 1, 2002, among THE STANLEY WORKS, a Connecticut corporation (the
"Company"), and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, SALOMON
SMITH BARNEY INC., BNP PARIBAS CORP. and FLEET SECURITIES, INC . (collectively,
the "Purchasers").
This Agreement is made pursuant to the Purchase Agreement dated October 29,
2002 between the Company and the Purchasers (the "Purchase Agreement"), which
provides for the
_____________
FLEET SECURITIES, INC – THE STANLEY WORKS
By:
------------------------------------
Name:
Title:
Confirmed and accepted as of the date
first above written:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
SALOMON SMITH BARNEY INC.
BNP PARIBAS SECURITIES CORP.
FLEET SECURITIES, INC .
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
------------------------------------
Name:
Title:
By: SALOMON SMITH BARNEY INC.
By:
------------------------------------
Name:
Title:
For themselves and as representatives of the other Purchasers.
23
{/TEXT}
{/
_____________
dt 1036347
;
|
JPMorgan Chase
As referenced in this Registration Rights Agreement:
JPMorgan Chase Bank, – time to time of Registrable
Securities (including any of the Purchasers).
"Indenture" shall mean the Indenture relating to the Securities dated
as of November 1, 2002 between the Company and JPMorgan Chase Bank, as
trustee, as the same may be amended, supplemented, waived or otherwise
modified from time to time in accordance with the terms thereof.
"Majority Holders" shall mean the Holders
_____________
dt 1017974
;
Salomon
As referenced in this Registration Rights Agreement:
Salomon Smith Barney Inc – file004.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
{PAGE}
EXECUTION COPY
Registration Rights Agreement
Dated as of November 1, 2002
among
THE STANLEY WORKS
and
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Salomon Smith Barney Inc .
BNP Paribas Securities Corp.
Fleet Securities, Inc.
{PAGE}
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into November 1, 2002, among THE STANLEY WORKS,
_____________
SALOMON
SMITH BARNEY INC – THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into November 1, 2002, among THE STANLEY WORKS, a Connecticut corporation (the
"Company"), and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, SALOMON
SMITH BARNEY INC ., BNP PARIBAS CORP. and FLEET SECURITIES, INC. (collectively,
the "Purchasers").
This Agreement is made pursuant to the Purchase Agreement dated October 29,
2002 between the Company and the Purchasers (
_____________
SALOMON SMITH BARNEY INC – Agreement as of the date
first written above.
THE STANLEY WORKS
By:
------------------------------------
Name:
Title:
Confirmed and accepted as of the date
first above written:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
SALOMON SMITH BARNEY INC .
BNP PARIBAS SECURITIES CORP.
FLEET SECURITIES, INC.
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
------------------------------------
Name:
Title:
By: SALOMON SMITH BARNEY INC.
By:
------------------------------------
Name:
Title:
For themselves and as
_____________
SALOMON SMITH BARNEY INC – above written:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
SALOMON SMITH BARNEY INC.
BNP PARIBAS SECURITIES CORP.
FLEET SECURITIES, INC.
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
------------------------------------
Name:
Title:
By: SALOMON SMITH BARNEY INC .
By:
------------------------------------
Name:
Title:
For themselves and as representatives of the other Purchasers.
23
{/TEXT}
{/DOCUMENT}
_____________
dt 1050260
;
More... |
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Subscribers | 2002 |
Rights Agreement
Rights Agreement (172K)
Doc #393757: Click preview link for longer preview.
THE STANLEY WORKS, LTD.
and
Mellon Investor Services LLC,
as Rights Agent
Rights Agreement
Dated as of [month, day] 2002
--------------------------------------------------------------------------------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Section Page
{S} {C}
Section 1. Certain Definitions..................................................... 1
Section 2. Appointment of Rights Agent............................................. 4
Section 3. Issuance of Rights Certificates......................................... 4
Section 4. Form of Rights Certificates............................................. 6
Section 5. Countersignature and Registration....................................... 6
Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates;
Mutilated, Destroyed, Lost or Stolen Rights Certificates................ 7
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights........... 8
Section 8. Cancellation and Destruction of Rights Certificates..................... 10
Section 9. Reservation and Availability of Capital Stock........................... 10
Section 10. Preferred Shares Record Date............................................ 12
Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of
Rights.................................................................. 12
Section 12. Certificate of Adjusted Purchase Price or Number of Shares.............. 20
Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power.... 20
Section 14. Fractional Rights and Fractional Shares................................. 23
Section 15. Rights of Action........................................................ 24
Section 16. Agreement of Rights Holders............................................. 24
Section 17. Rights Certificate Holder Not Deemed a Shareholder...................... 25
Section 18. Concerning the Rights Agent............................................. 25
Section 19. Merger or Consolidation or Change of Name of Rights Agent............... 26
Section 20. Duties of Rights Agent.................................................. 27
Section 21. Change of Rights Agent.................................................. 29
Section 22. Issuance of New Rights Certificates..................................... 30
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
Section 23. Redemption and Termination.............................................. 30
Section 24. Exchange................................................................ 31
Section 25. Notice of Certain Events ............................................... 32
Section 26. Notices................................................................. 33
Section 27. Supplements and Amendments.............................................. 34
Section 28. Successors.............................................................. 35
Section 29. Determinations and Actions by the Board, etc............................ 35
Section 30. Benefits of this Agreement.............................................. 35
Section 31. Severability............................................................ 35
Section 32. Governing Law........................................................... 35
Section 33. Counterparts............................................................ 36
Section 34. Descriptive Headings.................................................... 36
Exhibit A Board of Directors
Resolution.............................................................. A-1
Exhibit B Form of Rights
Certificate............................................................. B-1
{/TABLE}
ii
{PAGE}
RIGHTS AGREEMENT
RIGHTS AGREEMENT, dated as of [month, day] 2002 (this "Agreement"),
between The Stanley Works, Ltd., a Bermuda company (the "Company"), and Mellon
Investor Services LLC, a New Jersey limited liability company, as Rights Agent
(the "Rights Agent").
W I T N E S S E T H
WHEREAS, on May 24, 2002, the Board of Directors of the Company (the
"Board") approved and adopted the Agreement and Plan of Merger, dated as of May
24, 2002, among the Company, The Stanley Works, Stanley US Holdings, Inc. and
Stanley Mergerco, Inc. pursuant to which Stanley Mergerco, Inc., will be merged
with and into The Stanley Works (the "Merger"), and pursuant to which each
issued and outstanding share of common stock, par value $2.50 per share, of The
Stanley Works (together with the associated preferred stock purchase rights
issued pursuant to the Rights Agreement, dated as of January 31, 1996, between
The Stanley Works and the Rights Agent named therein) will automatically convert
into the right to receive one of the Company's common shares, par value US$.01
per share (the "Common Shares") (together with a Right issued hereunder) such
that The Stanley Works will become an indirect, wholly-owned subsidiary of the
Company; and
WHEREAS, the shares of common stock of The Stanley Works that will be
converted into the right to receive Common Shares have certain rights attached;
WHEREAS, the Board of the Company desires to replace the rights
attached to the common stock of The Stanley Works such that such holders shall
have substantially the same rights before and after the Merger; and
WHEREAS the Board authorized the distribution of one Right (as
hereinafter defined) for each Common Share outstanding at the close of business
on the effective date of the Merger (the "Record Date") and authorized the
issuance of one Right (as such number may hereinafter be adjusted pursuant to
the provisions of Section 11(p) hereof) for each Common Share issued between the
Record Date and the Distribution Date (as hereinafter defined, each Right
initially representing the right to purchase one two-hundredths of a Series A
Junior Participating Preferred Share, US$.01 per share, of the Company, having
the rights, powers and preferences set forth in the Resolution of the Board of
Directors of the Company attached hereto as Exhibit A, upon the terms and
subject to the conditions hereinafter set forth (the "Rights").
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 Agreement, the
following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person who or which, together
{PAGE}
with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of ten percent (10%) or more of the Common Shares then
outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the
Company, (iii) any employee benefit plan of the Company or of any Subsidiary of
the Company, (iv) any Person or entity organized, appointed or established by
the Company for or pursuant to the terms of any such plan or (v) any Person who
becomes the Beneficial Owner of ten percent (10%) or more of the Common Shares
then outstanding as a result of a reduction in the number of Common Shares then
outstanding due to the repurchase of Common Shares by the Company unless and
until such Person, after becoming aware that such Person has become the
393757
|
Stanley Works
As referenced in this Rights Agreement:
STANLEY WORKS, – {DOCUMENT}
{TYPE}EX-4.1
{SEQUENCE}3
{FILENAME}dex41.txt
{DESCRIPTION}FORM OF RIGHTS AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.1
--------------------------------------------------------------------------------
THE STANLEY WORKS, LTD.
and
Mellon Investor Services LLC,
as Rights Agent
Rights Agreement
Dated as of [month, day] 2002
--------------------------------------------------------------------------------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Section Page
{S} {C}
Section 1.
_____________
Stanley Works, – of Directors
Resolution.............................................................. A-1
Exhibit B Form of Rights
Certificate............................................................. B-1
{/TABLE}
ii
{PAGE}
RIGHTS AGREEMENT
RIGHTS AGREEMENT, dated as of [month, day] 2002 (this "Agreement"),
between The Stanley Works, Ltd., a Bermuda company (the "Company"), and Mellon
Investor Services LLC, a New Jersey limited liability company, as Rights Agent
(the "Rights Agent").
W I T N E S
_____________
Stanley Works, – 24, 2002, the Board of Directors of the Company (the
"Board") approved and adopted the Agreement and Plan of Merger, dated as of May
24, 2002, among the Company, The Stanley Works, Stanley US Holdings, Inc. and
Stanley Mergerco, Inc. pursuant to which Stanley Mergerco, Inc., will be merged
with and into The Stanley Works (the "Merger"), and pursuant to which
_____________
Stanley Works – May
24, 2002, among the Company, The Stanley Works, Stanley US Holdings, Inc. and
Stanley Mergerco, Inc. pursuant to which Stanley Mergerco, Inc., will be merged
with and into The Stanley Works (the "Merger"), and pursuant to which each
issued and outstanding share of common stock, par value $2.50 per share, of The
Stanley Works (together with the associated preferred
_____________
Stanley Works – be merged
with and into The Stanley Works (the "Merger"), and pursuant to which each
issued and outstanding share of common stock, par value $2.50 per share, of The
Stanley Works (together with the associated preferred stock purchase rights
issued pursuant to the Rights Agreement, dated as of January 31, 1996, between
The Stanley Works and the Rights Agent named
_____________
dt 1397275
| |
| Preview
Subscribers | 2005 |
Registration Rights Agreement
Registration Rights Agreement (51K)
Doc #1056117: Click preview link for longer preview.
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of August
26, 2005 by and between Salton, Inc. a Delaware corporation (the "Company"), and
Angelo, Gordon & Co., L.P. ("Angelo Gordon").
WHEREAS, the Company, on the one hand, and Angelo Gordon and certain other
parties (collectively, the "Investors") that have entered into the Support
Agreement dated as of July 5, 2005, as amended ("Support Agreement") providing
for the Investors to support the Exchange Offer (as defined in the Support
Agreement); and
. . .
1056117
|
Salton
As referenced in this Registration Rights Agreement:
Salton, Inc – c98129exv99w3.txt
REGISTRATION RIGHTS AGREEMENT
EXHIBIT 99.3
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of August
26, 2005 by and between Salton, Inc . a Delaware corporation (the "Company"), and
Angelo, Gordon & Co., L.P. ("Angelo Gordon").
WHEREAS, the Company, on the one hand, and Angelo Gordon and certain other
parties (collectively, the "
_____________
Salton, Inc – be given hereunder. The date of giving any notice shall
be the date of its actual receipt.
13
(i) All notice to the Company shall be addressed as follows:
Salton, Inc .
1955 W. Field Court
Lake Forest, Illinois 60045
Facsimile: 847-803-8080
Attn: President and Chief Operating Officer
with a copy to (which shall not constitute notice):
Neal Aizenstein,
_____________
SALTON, INC – BEEN INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS]
15
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date and year first above written.
SALTON, INC .
By:___________________________________
Name: ____________________________
Title: ___________________________
ANGELO, GORDON & CO., L.P.
By: __________________________________
Name: ____________________________
Title: ___________________________
16
_____________
dt 1482718
;
Akin Gump
As referenced in this Registration Rights Agreement:
Akin Gump – If to Angelo Gordon:
Angelo, Gordon & Co., L.P.
245 Park Avenue
New York, New York 10167
Facsimile:_______________
Attn:____________________
with a copy to (which shall not constitute notice):
Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, New York 10022
Facsimile: (212) 872-1002
Attn: Stephen B. Kuhn, Esq.
If to any other Investor, to the address of
_____________
dt 1524057
;
|
Sonnenschein
As referenced in this Registration Rights Agreement:
Sonnenschein Nath – 1955 W. Field Court
Lake Forest, Illinois 60045
Facsimile: 847-803-8080
Attn: President and Chief Operating Officer
with a copy to (which shall not constitute notice):
Neal Aizenstein, Esq.
Sonnenschein Nath & Rosenthal LLP
8000 Sears Tower
Chicago, Illinois 60606
Facsimile: (312) 876-7934
(ii) All notices to the Investors shall be shall be addressed as
follows:
If to Angelo Gordon:
_____________
dt 1365856
|
| Preview
Subscribers | 2006 |
Rights Agreement
Rights Agreement (188K)
Doc #1083804: Click preview link for longer preview.
<DESCRIPTION>EXHIBIT 4.1 - RIGHTS AGREEMENT
<TEXT>
-------------------------------------------------------------------------------
THE STANLEY WORKS
and
COMPUTERSHARE INVESTOR SERVICES L.L.C.,
Rights Agent
Rights Agreement
Dated as of January 19, 2006
-------------------------------------------------------------------------------
<PAGE>
<TABLE>
. . .
1083804
|
Computershare
As referenced in this Rights Agreement:
COMPUTERSHARE INVESTOR SERVICES L –
EXHIBIT 4.1 - RIGHTS AGREEMENT
-------------------------------------------------------------------------------
THE STANLEY WORKS
and
COMPUTERSHARE INVESTOR SERVICES L .L.C.,
Rights Agent
Rights Agreement
Dated as of January 19, 2006
-------------------------------------------------------------------------------
TABLE OF CONTENTS
Section Page
------- ----
Section 1. Certain Definitions.............................................................................1
Section
_____________
Computershare Investor Services L – C -- Form of Summary of Rights
ii
RIGHTS AGREEMENT
RIGHTS AGREEMENT, dated as of January 19, 2006 (this "Agreement"),
between The Stanley Works, a Connecticut corporation (the "Company"), and
Computershare Investor Services L .L.C., as Rights Agent (the "Rights A |