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Registration Rights Agreement
Registration Rights Agreement (45K)
Doc #114427: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}6
{PAGE}
EXHIBIT 10.4
PRICE ENTERPRISES, INC.
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of _______, 2001 (this
"AGREEMENT"), among Warburg, Pincus Equity Partners, L.P., a Delaware limited
partnership; Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands
limited partnership; Warburg, Pincus Netherlands Equity Partners II, C.V., a
Netherlands limited partnership; and Warburg, Pincus Netherlands Equity Partners
III, C.V., a Netherlands limited partnership (collectively, the "INVESTORS"),
and Price Enterprises, Inc., a Maryland corporation (the "COMPANY").
R E C I T A L S
WHEREAS, the Investors have, pursuant to the terms of that certain
Securities Purchase Agreement, dated as of March __, 2001, by and among the
Company and the Investors (the "PURCHASE AGREEMENT"), agreed to purchase shares
of 9% Series B Junior Convertible Redeemable Preferred Stock, par value $0.0001
per share, of the Company (the "SERIES B PREFERRED STOCK") and warrants to
purchase an aggregate of 2,500,000 shares of Common Stock of the Company, par
value $0.0001 per share ("COMMON STOCK"), at an exercise price of $8.25 per
share (the "WARRANTS"); and
WHEREAS, the shares of Series B Preferred Stock are convertible into shares
of Common Stock; and
WHEREAS, the Company has agreed, as a condition precedent to the Investors'
obligations under the Purchase Agreement, to grant the Investors certain
registration rights; and
WHEREAS, the Company and the Investors desire to define the registration
rights of the Investors on the terms and subject to the conditions herein set
forth.
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the parties hereby agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following terms have the respective meanings
set forth below:
AFFILIATE: shall mean any Person or entity, directly or indirectly
controlling, controlled by or under common control with such Person or entity;
COMMISSION: shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act;
EXCHANGE ACT: shall mean the Securities Exchange Act of 1934, as amended;
HOLDER: shall mean any holder of Registrable Securities;
{PAGE}
INITIATING HOLDER: shall mean the Investors;
PERMITTED TRANSFEREE: shall mean (a) an Affiliate or constituent partner of
a Holder (including limited partners, retired partners, and spouses, ancestors,
descendants and other members of such partners' 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); PROVIDED, HOWEVER,
with respect to the Warrant and the shares of Common Stock issuable upon the
exercise of the Warrant, "PERMITTED TRANSFEREE" shall mean any Person;
PERSON: shall mean an individual, partnership, joint-stock company,
corporation, trust or unincorporated organization, and a government or agency or
political subdivision thereof;
REGISTER, REGISTERED and REGISTRATION: shall mean a registration effected
by preparing and filing a registration statement in compliance with the
Securities Act (and any post-effective amendments filed or required to be filed)
and the declaration or ordering of effectiveness of such registration statement;
REGISTRABLE SECURITIES: shall mean (A) shares of Common Stock issuable upon
conversion of the Series B Preferred Stock, (B) shares of Common Stock issuable
upon exercise of the Warrant, (C) any additional shares of Common Stock acquired
by the Investors and (D) any capital stock of the Company issued as a dividend
or other distribution with respect to, or in exchange for or in replacement of,
the Warrant, the shares of Series B Preferred Stock or Common Stock referred to
in clause (A), (B) or(C);
REGISTRATION EXPENSES: shall mean all expenses incurred by the Company in
compliance with Sections 2(a) and (b) hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, fees and expenses of one counsel for all the Holders in
an amount not to exceed $15,000, blue sky fees and expenses and the expense of
any special audits incident to or required by any such registration (but
excluding the compensation of regular employees of the Company, which shall be
paid in any event by the Company);
SECURITY, SECURITIES: shall have the meaning set forth in Section 2(1) of
114427
|
Price Legacy
As referenced in this Registration Rights Agreement:
PRICE LEGACY CORP –
PRICE LEGACY CORP
_____________
dt 1849814
;
 Latham & Watkins
As referenced in this Registration Rights Agreement:
Latham & Watkins, – S. Eric Ottesen (facsimile: (858) 675-9405), with a copy
to Scott N. Wolfe, Esq., Latham & Watkins, 12636 High Bluff Drive,
Suite 300, San Diego, California, 92130 or at such other
dt 31107
;
|
Willkie Farr
As referenced in this Registration Rights Agreement:
Willkie Farr – have been furnished the Company in writing, with a copy
to Steven A. Seidman, Esq., Willkie Farr & Gallagher, 787 Seventh
Avenue, New York, NY 10019.
(ii) Any notice so addressed shall
dt 32178
|
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Registration Rights Agreement [Form]
Registration Rights Agreement [Form] (65K)
Doc #115820: Click preview link for longer preview.
FORM OF
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of _________, 2003, is
entered into by and among Maguire Properties, Inc., a Maryland corporation (the
"Company"), Maguire Properties, L.P., a Maryland limited partnership (the
"Operating Partnership"), and each Option Entity (as defined below) and ROFO
Entity (as defined below) whose name is set forth on the signature pages hereto.
RECITALS
WHEREAS, in connection with the initial public offering of shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), the
Company, the Operating Partnership and certain persons and entities engaged in
certain formation transactions (the "Formation Transactions"), whereby each such
person or entity contributed to the Operating Partnership their interests in
certain office properties and other assets (the "Properties") in exchange for
limited partnership interests ("OP Units") in the Operating Partnership and
entered into a registration rights agreement in substantially the form of this
Agreement;
WHEREAS, in connection with the Formation Transactions, the
Operating Partnership entered into several option agreements (each, an "Option
Agreement") with entities who own interests in certain real property or
interests in entities that own real property (each, an "Option Entity") pursuant
to which each Option Entity granted the Operating Partnership the right to
acquire such interests (each, an "Option Interest") in exchange for OP Units in
the Operating Partnership;
WHEREAS, at such time as the Operating Partnership acquires an
Option Interest or ROFO Interest, such Option Entity or ROFO Entity, as
applicable, without further action by the Option Entity or ROFO Entity, as
applicable, will become a Unit Holder (as defined below) for purposes hereof and
will have all of the rights and obligations of the Unit Holders under this
Agreement;
WHEREAS, pursuant to the Partnership Agreement (as defined below) OP
Units owned by the Maguire Persons (as defined below) will be redeemable for
cash or exchangeable for shares of Common Stock of the Company upon the terms
and subject to the conditions contained therein; and
WHEREAS, the Option Entities are willing to grant options to the
Operating Partnership to acquire their Option Interests and the ROFO Entities
are willing to grant the Operating Partnership a right of first offer to acquire
the ROFO Interests in consideration of receiving, among other things, the
registration rights set forth in Article II hereof.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
115820
|
Maguire
As referenced in this Registration Rights Agreement [Form]:
Maguire Properties, – Exhibit 10.33
FORM OF
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of _________, 2003, is
entered into by and among Maguire Properties, Inc., a Maryland corporation (the
"Company"), Maguire Properties, L.P., a Maryland limited partnership (the
"Operating Partnership"), and each Option Entity (as
_____________
Maguire Properties, – THIS REGISTRATION RIGHTS AGREEMENT, dated as of _________, 2003, is
entered into by and among Maguire Properties, Inc., a Maryland corporation (the
"Company"), Maguire Properties, L.P., a Maryland limited partnership (the
"Operating Partnership"), and each Option Entity (as defined below) and ROFO
Entity (as defined below)
_____________
MAGUIRE PROPERTIES, – of this
Agreement.
16
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.
COMPANY
MAGUIRE PROPERTIES, INC.,
a Maryland corporation
By:
------------------------
Dallas Lucas
CHIEF FINANCIAL OFFICER
OPERATING PARTNERSHIP
MAGUIRE PROPERTIES L.P., a Maryland
limited partnership
By: Maguire,
_____________
MAGUIRE PROPERTIES – Agreement
as of the date first written above.
COMPANY
MAGUIRE PROPERTIES, INC.,
a Maryland corporation
By:
------------------------
Dallas Lucas
CHIEF FINANCIAL OFFICER
OPERATING PARTNERSHIP
MAGUIRE PROPERTIES L.P., a Maryland
limited partnership
By: Maguire, Inc.
General Partner
By:
-----------------------
Dallas Lucas
CHIEF FINANCIAL OFFICER
OPTION ENTITIES
MAGUIRE PARTNERS - 1733 OCEAN
_____________
dt 110230
;
Maguire
As referenced in this Registration Rights Agreement [Form]:
Maguire Properties, – Exhibit 10.33
FORM OF
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of _________, 2003, is
entered into by and among Maguire Properties, Inc., a Maryland corporation (the
"Company"), Maguire Properties, L.P., a Maryland limited partnership (the
"Operating Partnership"), and each Option Entity (as
_____________
Maguire Properties, – THIS REGISTRATION RIGHTS AGREEMENT, dated as of _________, 2003, is
entered into by and among Maguire Properties, Inc., a Maryland corporation (the
"Company"), Maguire Properties, L.P., a Maryland limited partnership (the
"Operating Partnership"), and each Option Entity (as defined below) and ROFO
Entity (as defined below)
_____________
MAGUIRE PROPERTIES, – of this
Agreement.
16
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.
COMPANY
MAGUIRE PROPERTIES, INC.,
a Maryland corporation
By:
------------------------
Dallas Lucas
CHIEF FINANCIAL OFFICER
OPERATING PARTNERSHIP
MAGUIRE PROPERTIES L.P., a Maryland
limited partnership
By: Maguire,
_____________
MAGUIRE PROPERTIES – Agreement
as of the date first written above.
COMPANY
MAGUIRE PROPERTIES, INC.,
a Maryland corporation
By:
------------------------
Dallas Lucas
CHIEF FINANCIAL OFFICER
OPERATING PARTNERSHIP
MAGUIRE PROPERTIES L.P., a Maryland
limited partnership
By: Maguire, Inc.
General Partner
By:
-----------------------
Dallas Lucas
CHIEF FINANCIAL OFFICER
OPTION ENTITIES
MAGUIRE PARTNERS - 1733 OCEAN
_____________
dt 110230
;
|
Maguire
As referenced in this Registration Rights Agreement [Form]:
Maguire Properties, L.P. – THIS REGISTRATION RIGHTS AGREEMENT, dated as of _________, 2003, is
entered into by and among Maguire Properties, Inc., a Maryland corporation (the
"Company"), Maguire Properties, L.P. , a Maryland limited partnership (the
"Operating Partnership"), and each Option Entity (as defined below) and ROFO
Entity (as defined below) whose name
_____________
MAGUIRE PROPERTIES L.P., – Agreement
as of the date first written above.
COMPANY
MAGUIRE PROPERTIES, INC.,
a Maryland corporation
By:
------------------------
Dallas Lucas
CHIEF FINANCIAL OFFICER
OPERATING PARTNERSHIP
MAGUIRE PROPERTIES L.P., a Maryland
limited partnership
By: Maguire, Inc.
General Partner
By:
-----------------------
Dallas Lucas
CHIEF FINANCIAL OFFICER
OPTION ENTITIES
MAGUIRE PARTNERS - 1733 OCEAN AVENUE,
_____________
dt 157631
;
Maguire
As referenced in this Registration Rights Agreement [Form]:
Maguire Properties, L.P. – THIS REGISTRATION RIGHTS AGREEMENT, dated as of _________, 2003, is
entered into by and among Maguire Properties, Inc., a Maryland corporation (the
"Company"), Maguire Properties, L.P. , a Maryland limited partnership (the
"Operating Partnership"), and each Option Entity (as defined below) and ROFO
Entity (as defined below) whose name
_____________
MAGUIRE PROPERTIES L.P., – Agreement
as of the date first written above.
COMPANY
MAGUIRE PROPERTIES, INC.,
a Maryland corporation
By:
------------------------
Dallas Lucas
CHIEF FINANCIAL OFFICER
OPERATING PARTNERSHIP
MAGUIRE PROPERTIES L.P., a Maryland
limited partnership
By: Maguire, Inc.
General Partner
By:
-----------------------
Dallas Lucas
CHIEF FINANCIAL OFFICER
OPTION ENTITIES
MAGUIRE PARTNERS - 1733 OCEAN AVENUE,
_____________
dt 157631
|
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Registration Rights Agreement
Registration Rights Agreement (46K)
Doc #124758: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and
entered into as of December 12, 2002 by and between NEW PLAN EXCEL REALTY TRUST,
INC., a Maryland corporation (the "COMPANY"), and EIG OPERATING PARTNERSHIP,
L.P. (together with its respective successors and assigns permitted under
Section 7.3 hereof, the "HOLDER").
WHEREAS, the Company and EIG Operating Partnership, L.P., a Delaware
limited partnership ("SELLER"), are entering into a transaction whereby the
Seller will contribute certain shopping center properties to Excel Realty
Partners, L.P., a Delaware limited partnership (the "PARTNERSHIP") (such
transaction, the "TRANSACTION") and, in connection therewith, the Partnership is
issuing an aggregate of 587,184 limited partner units in the Partnership (such
units, the "UNITS") to the Holder;
WHEREAS, pursuant to the terms of Section 8.6 and the other related
provisions of the Agreement of Limited Partnership of the Partnership (such
agreement, as amended from time to time, the "PARTNERSHIP AGREEMENT"),
commencing on the first anniversary of the date of issuance, and subject to the
various limitations contained in the Partnership Agreement and other instruments
being delivered in connection with the Transaction, the Holder will be entitled
to redeem its Units for cash or, at the Company's election, shares of common
stock, par value $0.01 per share, of the Company ("COMMON STOCK");
WHEREAS, the Company has agreed to grant to the Holder the
Registration Rights (as defined in Section 1 hereof);
NOW, THEREFORE, the parties hereto, in consideration of the
foregoing, the mutual covenants and agreements hereinafter set forth, and other
good and valuable consideration, the receipt and sufficiency of which are
acknowledged, hereby agree as follows:
SECTION 1. REGISTRATION RIGHTS
Subject to the various terms and conditions of the Partnership
Agreement and the limitations upon Holder's redemption of the Units set forth in
other instruments being delivered in connection with the Transaction, if the
Holder receives shares of Common Stock upon redemption of Units held by such
Holder ("REDEMPTION SHARES"), then, unless the Redemption Shares are issued to
the Holder pursuant to an Issuer Registration Statement as provided in Section 2
hereof, the Holder shall be entitled to offer the Redemption Shares for sale
pursuant to a shelf registration statement, subject to the terms and conditions
set forth in Section 3 hereof (the "REGISTRATION RIGHTS").
124758
|
New Plan Excel
As referenced in this Registration Rights Agreement:
NEW PLAN EXCEL REALTY TRUST, – 1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and
entered into as of December 12, 2002 by and between NEW PLAN EXCEL REALTY TRUST,
INC., a Maryland corporation (the "COMPANY"), and EIG OPERATING PARTNERSHIP,
L.P. (together with its respective successors and assigns permitted under
Section
_____________
NEW PLAN EXCEL REALTY TRUST, – to be duly executed on its behalf as of the date first herein above
set forth.
Address: COMPANY:
1120 Avenue of the Americas NEW PLAN EXCEL REALTY TRUST, INC.
Suite 1200
New York, NY 10036
Fax No.: (212) 869-7460
By: /s/ Steven F. Siegel
-----------------------------
Name: Steven F. Siegel
Title:
_____________
dt 109917
;
EIG Operating Partnership, L.P.;
| Excel Realty Partners, L.P.
|
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Registration Rights Agreement
Registration Rights Agreement (53K)
Doc #125172: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), is made as of September 30, 1999, by and between Ventas, Inc., a Delaware corporation (the Company), and Debra A. Cafaro (the Executive).
RECITALS
A. In connection with the Employment Agreement dated March 5, 1999 by and between the Company and the Executive (the Employment Agreement), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue and sell to the Executive one hundred thousand (100,000) shares of common stock of the Company (the Restricted Shares) and to grant to the Executive options (Options) entitling the Executive to purchase five hundred thousand (500,000) shares of the common stock of the Company (the Option Shares). The Restricted Shares and the Option Shares are collectively referred to herein as the Shares.
B. To induce the Executive to execute and deliver the Employment Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the Securities Act), and applicable state securities laws.
AGREEMENTS
NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1. Definitions. As used in this Agreement, the following terms shall have the following meanings:
(a) Holder means any person or entity deemed to be a holder of Registrable Securities under this Agreement including, without limitation, the Executive and any successor or assign of the Holder.
(b) register, registered, and registration refer to a registration effected by preparing and filing a Registration Statement (as herein defined) or Registration Statements in compliance with the Securities Act, and the declaration or ordering of effectiveness of such Registration Statement by the United States Securities and Exchange Commission (the SEC).
(c) Registrable Securities means the Restricted Shares and the Option Shares and any shares of capital stock issued or issuable, from time to time (with any adjustments), on or in exchange for or otherwise with respect to the Restricted Shares, the Option Shares or any other Registrable Securities, but excluding shares of capital stock which would otherwise be Registrable Securities (i) that have been disposed of under a Registration Statement
125172
|
Ventas
As referenced in this Registration Rights Agreement:
Ventas, Inc – AGREEMENT
Exhibit 4.15
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), is made as of September 30, 1999, by and between Ventas, Inc ., a Delaware corporation (the Company), and Debra A. Cafaro (the Executive).
RECITALS
A. In connection with the Employment Agreement dated March 5,
_____________
Ventas, Inc – time and date of receipt (which shall include telephone line facsimile transmission). The addresses for such communications shall be:
If to the Company:
Ventas, Inc .
4360 Brownsboro Road, Suite 115
Louisville, KY 40207-1642
Attention: General Counsel
Fax #: (502) 357-9001
If to Executive:
Debra A. Cafaro
_____________
Ventas, Inc – 60606
Attention: Richard F. Levy, P.C. and Peter H. Lieberman
Fax #: (312) 715-4800
and with a copy to:
Debra A. Cafaro
Ventas, Inc .
4360 Brownsboro Road, Suite 115
Louisville, KY 40207-1642
Fax #: (502) 357-9029
and if to any other Holder, at such address
_____________
VENTAS, INC – this Agreement.
* * *
16
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.
VENTAS, INC .
By:
/s/ W. Bruce Lunsford
Name: W. Bruce Lunsford
Title: Chairman
EXECUTIVE:
/s/ Debra A. Cafaro
Debra A. Cafaro
17
_____________
dt 109673
;
Debra A. Cafaro;
| Ventas LP Realty LLC
|
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Registration Rights Agreement
Registration Rights Agreement (64K)
Doc #130509: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of _________, 2003, is
entered into by and between Ashford Hospitality Trust, Inc., a Maryland
corporation (the "Company"), holders of common partnership units in Ashford
Hospitality Trust, Inc., a Maryland corporation (the "Operating Partnership")
whose names are set forth on the signature pages hereto (each a "Unit Holder"
and collectively, the "Unit Holders") and holders of restricted shares of the
Company's common stock whose names are set forth on the signature pages hereto
(each a "Restricted Stock Holder" and collectively, the "Restricted Stock
Holders").
RECITALS
WHEREAS, in connection with the initial public offering of shares of
the Company's common stock, par value $0.01 per share (the "Common Stock"), the
Company, the Operating Partnership, the Unit Holders and the Restricted Stock
Holders will engage in certain formation transactions (the "Formation
Transactions") whereby:
(i) the Unit Holders will contribute to the Operating
Partnership their respective interests in certain hotel properties,
asset management and consulting agreements and other assets (the
"Initial Contributed Assets") in exchange common partnership units ("OP
Units") in the Operating Partnership;
(ii) Remington Long Island Hotel, L.P., a Restricted Stock
Holder, will convey to the Operating Partnership its interests in a
hotel property and other assets (the "Initial Conveyed Assets") in
exchange for Common Stock;
(iii) Archie and Montgomery J. Bennett, each a Restricted
Stock Holder, will acquire shares of Common Stock in exchange for cash
in a privately negotiated transaction; and
(iv) Friedman Billings Ramsey, a Restricted Stock Holder, will
acquire shares of Common Stock for services performed in connection
with the Initial Public Offering (as defined below);
WHEREAS, pursuant to the Partnership Agreement (as defined below), OP
Units owned by the Unit Holders will be redeemable for cash or exchangeable for
shares of Common Stock of the Company upon the terms and subject to the
conditions contained in the Partnership Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
130509
|
Ashford
As referenced in this Registration Rights Agreement:
Ashford Hospitality Trust, – TEXT}
{PAGE}
EXHIBIT 10.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of _________, 2003, is
entered into by and between Ashford Hospitality Trust, Inc., a Maryland
corporation (the "Company"), holders of common partnership units in Ashford
Hospitality Trust, Inc., a Maryland corporation (the "Operating Partnership")
_____________
Ashford
Hospitality Trust, – _________, 2003, is
entered into by and between Ashford Hospitality Trust, Inc., a Maryland
corporation (the "Company"), holders of common partnership units in Ashford
Hospitality Trust, Inc., a Maryland corporation (the "Operating Partnership")
whose names are set forth on the signature pages hereto (each a "Unit Holder"
and
_____________
ASHFORD HOSPITALITY TRUST, – this Agreement.
-16-
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
{PAGE}
COMPANY:
ASHFORD HOSPITALITY TRUST, INC.
By:
--------------------------------
Montgomery J. Bennett, President
Address:
14180 Dallas Parkway, 9th Floor
Dallas, TX 75254
UNIT HOLDERS:
REMINGTON SUITES AUSTIN, L.P.
_____________
dt 118662
;
 AFC
As referenced in this Registration Rights Agreement:
ASHFORD FINANCIAL CORP – By: Illinois Hotel II Corp.,
its general partner
By:
--------------------------------
Montgomery J.Bennett
Vice President
Address:
14180 Dallas Parkway, 7th Floor
Dallas, TX 75254
ASHFORD FINANCIAL CORP ORATION
By:
--------------------------------
David Kimichik
President
Address:
14180 Dallas Parkway, 9th Floor
Dallas, TX 75254
{PAGE}
RESTRICTED STOCKHOLDERS:
REMINGTON LONG ISLAND HOTEL, L.P.
_____________
dt 183224
;
| |
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Registration Rights Agreement
Registration Rights Agreement (52K)
Doc #131747: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
August 5, 2003, by and among Homestore, Inc. (formerly known as Homestore.com,
Inc.), a Delaware corporation (the "Company"), Cendant Corporation, a Delaware
corporation ("Cendant"), and Cendant Membership Services Holdings, Inc., a
Delaware corporation ("Stockholder") and wholly owned subsidiary of Cendant.
WHEREAS, the Company, Cendant and the Shelf Stockholders (as defined in
the Original Registration Rights Agreement (as defined below)) entered into a
registration rights agreement, dated as of October 26, 2000, which became
effective as of February 14, 2001 (the "Original Registration Rights
Agreement");
WHEREAS, upon the effectiveness of the Original Registration Rights
Agreement, Stockholder became the registered owner of all the Stockholder
Shares;
WHEREAS, Cendant and the Company desire to settle their dispute
relating to the Company restating its financial statements for the year ended
December 31, 2000 and for the quarterly periods ended March 31, 2001, June 31,
2001 and September 30, 2001 pursuant to the terms of the Settlement Agreement,
dated as of August 5, 2003 (the "Settlement Agreement"); and
WHEREAS, the Settlement Agreement provides for (i) termination of the
Original Registration Rights Agreement as between Cendant, on one hand, and the
Company, on the other hand, provided that such termination shall not affect the
rights and obligations between the Company and the Shelf Stockholders (as such
term is defined in the Original Registration Rights Agreement) and (ii) the
Company to grant certain registration rights to Stockholder as set forth herein.
NOW, THEREFORE, in consideration of the promises, mutual covenants and
conditions herein contained, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
131747
|
Homestore
As referenced in this Registration Rights Agreement:
Homestore, – TEXT}
{PAGE}
EXHIBIT 10.2
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
August 5, 2003, by and among Homestore, Inc. (formerly known as Homestore.com,
Inc.), a Delaware corporation (the "Company"), Cendant Corporation, a Delaware
corporation ("Cendant"), and Cendant Membership Services
_____________
Homestore. – REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
August 5, 2003, by and among Homestore, Inc. (formerly known as Homestore. com,
Inc.), a Delaware corporation (the "Company"), Cendant Corporation, a Delaware
corporation ("Cendant"), and Cendant Membership Services Holdings, Inc., a
Delaware corporation ("Stockholder")
_____________
Homestore, – York, NY 10036
Attention: David Fox, Esq.
Gregory A. Fernicola, Esq.
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
if to the Company:
Homestore, Inc.
30700 Russell Ranch Road
Westlake Village, California 91362
Attention: Michael R. Douglas, Esq.
Telephone: (805) 557-2300
Facsimile: (805) 557-2680
_____________
HOMESTORE, – THIS PAGE INTENTIONALLY LEFT BLANK]
16
{PAGE}
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
HOMESTORE, INC.
By: /s/ Michael R. Douglas
_____________________________________
Name: Michael R. Douglas
Title: EVP, General Counsel
CENDANT CORPORATION
By: /s/ C. Patteson Cardwell,
_____________
dt 110397
;
Homestore
As referenced in this Registration Rights Agreement:
Homestore, – TEXT}
{PAGE}
EXHIBIT 10.2
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
August 5, 2003, by and among Homestore, Inc. (formerly known as Homestore.com,
Inc.), a Delaware corporation (the "Company"), Cendant Corporation, a Delaware
corporation ("Cendant"), and Cendant Membership Services
_____________
Homestore. – REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
August 5, 2003, by and among Homestore, Inc. (formerly known as Homestore. com,
Inc.), a Delaware corporation (the "Company"), Cendant Corporation, a Delaware
corporation ("Cendant"), and Cendant Membership Services Holdings, Inc., a
Delaware corporation ("Stockholder")
_____________
Homestore, – York, NY 10036
Attention: David Fox, Esq.
Gregory A. Fernicola, Esq.
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
if to the Company:
Homestore, Inc.
30700 Russell Ranch Road
Westlake Village, California 91362
Attention: Michael R. Douglas, Esq.
Telephone: (805) 557-2300
Facsimile: (805) 557-2680
_____________
HOMESTORE, – THIS PAGE INTENTIONALLY LEFT BLANK]
16
{PAGE}
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
HOMESTORE, INC.
By: /s/ Michael R. Douglas
_____________________________________
Name: Michael R. Douglas
Title: EVP, General Counsel
CENDANT CORPORATION
By: /s/ C. Patteson Cardwell,
_____________
dt 110397
;
Homestore.com
As referenced in this Registration Rights Agreement:
Homestore.com, – REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
August 5, 2003, by and among Homestore, Inc. (formerly known as Homestore.com,
Inc.), a Delaware corporation (the "Company"), Cendant Corporation, a Delaware
corporation ("Cendant"), and Cendant Membership Services Holdings, Inc., a
Delaware corporation ("Stockholder")
_____________
dt 187039
;
|
Homestore.com
As referenced in this Registration Rights Agreement:
Homestore.com, – REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
August 5, 2003, by and among Homestore, Inc. (formerly known as Homestore.com,
Inc.), a Delaware corporation (the "Company"), Cendant Corporation, a Delaware
corporation ("Cendant"), and Cendant Membership Services Holdings, Inc., a
Delaware corporation ("Stockholder")
_____________
dt 187039
;
Move.com
As referenced in this Registration Rights Agreement:
Move.com, – the Agreement and Plan of
Reorganization, dated as of October 26, 2000, by and among the Company, Metal
Acquisition Corp., WW Acquisition Corp., Move.com, Inc., Welcome Wagon
International Inc., Stockholder and Cendant Corporation.
"Rule 144" means Rule 144 promulgated under the 1933 Act, or any
successor
_____________
dt 187135
;
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Registration Rights Agreement
Registration Rights Agreement (75K)
Doc #139340: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "AGREEMENT") is made and
entered into as of April 11, 2003, between Sun Communities Operating Limited
Partnership, a Michigan limited partnership (the "PARTNERSHIP"), Sun
Communities, Inc., a Maryland corporation and the general partner of the
Partnership (the "GENERAL PARTNER") and Lehman Brothers Inc. and A.G. Edwards &
Sons, Inc. (the "INITIAL PURCHASERS").
This Agreement is made pursuant to the Purchase Agreement dated April
8, 2003 between the Partnership and Lehman Brothers, Inc., on behalf of itself
and the Initial Purchasers (the "PURCHASE AGREEMENT"), which provides for the
sale by the Partnership to the Initial Purchasers of an aggregate of
$150,000,000 principal amount of the 5.75% Senior Notes due April 15, 2010 (the
"NOTES") to be issued by the Partnership. In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Partnership has agreed to
provide to the Initial Purchasers and each of its direct and indirect
transferees the registration rights set forth in this Agreement. The execution
of this Agreement is a condition to the closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1. DEFINITIONS.
As used in this Agreement, the following capitalized defined terms
shall have the following meanings:
"1933 ACT" shall mean the Securities Act of 1933, as amended from time
to time.
"1934 ACT" shall mean the Securities Exchange Act of 1934, as amended
from time to time.
"ADDITIONAL INTEREST" shall have the meaning assigned to it in Section
2(e).
"AGREEMENT" shall have the meaning set forth in the preamble to this
Agreement.
"BUSINESS DAY" shall mean any day other than a Saturday or Sunday or a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed.
"CLOSING DATE" shall have the meaning assigned to it in the Purchase
Agreement.
{PAGE}
"EFFECTIVENESS DEADLINE" shall have the meaning set forth in Section
2(a) hereof.
"EXCHANGE DATES" shall have the meaning set forth in Section 2(ii)
hereof.
"EXCHANGE OFFER" shall mean the exchange offer by the Partnership of
Exchange Notes for Registrable Notes pursuant to Section 2(a) hereof.
"EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933
Act effected pursuant to Section 2(a) hereof.
"EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated or deemed to be incorporated by reference therein covering
the Exchange Offer.
"EXCHANGE NOTES" shall mean securities issued by the Partnership under
the Indenture containing terms identical to the Notes (except that (i) interest
thereon shall accrue from the last date on which interest was paid on the Notes
or, if no such interest has been paid, from April 11, 2003 and (ii) the Exchange
Notes will not contain restrictions on transfer or bear a restrictive legend)
and to be offered to Holders of Notes in exchange for Notes pursuant to the
Exchange Offer.
"GENERAL PARTNER" shall have the meaning set forth in the preamble to
this Agreement.
"HOLDER" shall mean each owner of any Registrable Notes.
"INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c)
hereof.
"INDEMNIFYING PARTY" shall have the meaning set forth in Section 5(c)
hereof.
"INDENTURE" shall mean the Indenture dated as of April 24, 1996 and
supplemented August 20, 1997, among the Partnership, the General Partner and
Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as Trustee,
relating to the Notes, as the same may be further amended or supplemented from
time to time in accordance with the terms thereof.
"INITIAL PURCHASERS" shall have the meaning set forth in the preamble
to this Agreement.
"MAJORITY HOLDERS" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Notes; provided that
whenever the
139340
|
Sun Communities
As referenced in this Registration Rights Agreement:
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
–
{DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}3
{FILENAME}k76830exv10w1.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.63
================================================================================
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
-------------------------
$150,000,000 5.75% SENIOR NOTES DUE APRIL 15, 2010
-------------------------
-------------------------
REGISTRATION RIGHTS AGREEMENT
DATED AS OF APRIL 11,2003
-------------------------
LEHMAN BROTHERS
_____________
Sun Communities Operating Limited
Partnership, – SONS, INC.
================================================================================
{PAGE}
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "AGREEMENT") is made and
entered into as of April 11, 2003, between Sun Communities Operating Limited
Partnership, a Michigan limited partnership (the "PARTNERSHIP"), Sun
Communities, Inc., a Maryland corporation and the general partner of the
Partnership (the "GENERAL PARTNER")
_____________
SUN COMMUNITIES OPERATING
LIMITED PARTNERSHIP
– be affected or impaired thereby.
-24-
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
SUN COMMUNITIES OPERATING
LIMITED PARTNERSHIP
By: Sun Communities, Inc.,
General Partner
By: /s/ Jeffrey P. Jorissen
-------------------------------
Name: Jeffrey P. Jorissen
Title: Chief Financial Officer,
Treasurer, Secretary &
Executive
_____________
dt 109509
;
Sun Communities
As referenced in this Registration Rights Agreement:
Sun
Communities, Inc – AGREEMENT") is made and
entered into as of April 11, 2003, between Sun Communities Operating Limited
Partnership, a Michigan limited partnership (the "PARTNERSHIP"), Sun
Communities, Inc ., a Maryland corporation and the general partner of the
Partnership (the "GENERAL PARTNER") and Lehman Brothers Inc. and A.G. Edwards &
Sons,
_____________
Sun Communities, Inc – PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
SUN COMMUNITIES OPERATING
LIMITED PARTNERSHIP
By: Sun Communities, Inc .,
General Partner
By: /s/ Jeffrey P. Jorissen
-------------------------------
Name: Jeffrey P. Jorissen
Title: Chief Financial Officer,
Treasurer, Secretary &
Executive Vice President
SUN COMMUNITIES,
_____________
SUN COMMUNITIES, INC – Sun Communities, Inc.,
General Partner
By: /s/ Jeffrey P. Jorissen
-------------------------------
Name: Jeffrey P. Jorissen
Title: Chief Financial Officer,
Treasurer, Secretary &
Executive Vice President
SUN COMMUNITIES, INC .
By: /s/ Jeffrey P. Jorissen
-------------------------------
Name: Jeffrey P. Jorissen
Title: Chief Financial Officer,
Treasurer, Secretary &
Executive Vice President
Confirmed and accepted on
_____________
dt 109536
;
A.G. Edwards
As referenced in this Registration Rights Agreement:
A.G. EDWARDS & SONS, – 150,000,000 5.75% SENIOR NOTES DUE APRIL 15, 2010
-------------------------
-------------------------
REGISTRATION RIGHTS AGREEMENT
DATED AS OF APRIL 11,2003
-------------------------
LEHMAN BROTHERS INC.
A.G. EDWARDS & SONS, INC.
================================================================================
{PAGE}
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "AGREEMENT") is made and
entered into as of April 11, 2003, between
_____________
A.G. Edwards &
Sons, – the "PARTNERSHIP"), Sun
Communities, Inc., a Maryland corporation and the general partner of the
Partnership (the "GENERAL PARTNER") and Lehman Brothers Inc. and A.G. Edwards &
Sons, Inc. (the "INITIAL PURCHASERS").
This Agreement is made pursuant to the Purchase Agreement dated April
8, 2003 between the Partnership and Lehman
_____________
dt 117354
;
|
Bankers Trust
As referenced in this Registration Rights Agreement:
Bankers Trust – among the Partnership, the General Partner and
Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as Trustee,
relating to the Notes, as the same may be further amended or
dt 44235
;
DB Trust
As referenced in this Registration Rights Agreement:
Deutsche Bank Trust Co – INDENTURE" shall mean the Indenture dated as of April 24, 1996 and
supplemented August 20, 1997, among the Partnership, the General Partner and
Deutsche Bank Trust Co mpany Americas (f/k/a Bankers Trust Company), as Trustee,
relating to the Notes, as the same may be further amended or supplemented
_____________
dt 113755
;
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Registration Rights Agreement
Registration Rights Agreement (43K)
Doc #139362: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of this 28th day of April, 2003 by and among Pennsylvania Real
Estate Investment Trust, a Pennsylvania business trust (the "Trust"), and each
of those persons whose names are set forth on Exhibit A hereto (collectively,
the "Holders," and each individually, a "Holder").
Background
On April 22, 2003, the Trust, PREIT Associates, L.P., a Delaware
limited partnership (the "Operating Partnership"), certain of the Holders and
certain other parties entered into that certain Contribution Agreement (the
"Contribution Agreement"), which was joined in by the remainder Holder on April
23, 2003. Pursuant to the Contribution Agreement, on the date hereof (the "First
Closing Date"), the Holders are acquiring an aggregate of 585,422 units (the
"Initial Applicable Units") of Class B Limited Partner Interest ("Class B
Units") in the Operating Partnership.
In connection with the execution of the Contribution Agreement, and as
contemplated thereby, on the date hereof, the Operating Partnership, the Holders
and certain other parties are also entering into that certain Call and Put
Option Agreement (the "Call-Put Agreement"). Pursuant to the Call-Put Agreement,
the Holders may acquire, on a subsequent date (the "Second Closing Date"),
additional Class B Units (the "Additional Applicable Units" and, together with
the Initial Applicable Units, the "Applicable Units").
As holders of Class B Units, the Holders have certain redemption rights
under the terms and conditions of the First Amended and Restated Agreement of
Limited Partnership of the Operating Partnership dated as of September 30, 1997
(as amended from time to time, the "Operating Partnership Agreement"). Under the
Operating Partnership Agreement, a holder of Class B Units that has properly
tendered Class B Units for redemption has the right to receive cash or, at the
election of the Trust, shares of beneficial interest in the Trust, par value
$1.00 per share ("Shares").
As a condition of consummating the transactions contemplated by the
Contribution Agreement, the Holders have required that the Trust extend to them
certain registration rights in respect of the Shares that they may be entitled
to receive in connection with the redemption of the Applicable Units, all on the
terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:
139362
|
PREIT
As referenced in this Registration Rights Agreement:
Pennsylvania Real
Estate Investment Trust, – AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of this 28th day of April, 2003 by and among Pennsylvania Real
Estate Investment Trust, a Pennsylvania business trust (the "Trust"), and each
of those persons whose names are set forth on Exhibit A hereto (collectively,
the "
_____________
Pennsylvania Real Estate Investment Trust
– with the U.S. Postal Service mailed first class,
registered or certified mail, postage prepaid, as follows:
(a) If to the Trust, to:
Pennsylvania Real Estate Investment Trust
The Bellevue
200 S. Broad Street
Philadelphia, PA 19102
Attention: President
Facsimile: (215) 546-7311
- With a copy to -
Drinker Biddle & Reath
_____________
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
– PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
TRUST:
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By: Bruce Goldman
----------------------------------------
Name: Bruce Goldman
Title: Senior Vice President and
General Counsel
HOLDERS:
THE ALBERT H. MARTA REVOCABLE INTER VIVOS TRUST
_____________
dt 110044
;
|
Drinker Biddle
As referenced in this Registration Rights Agreement:
Drinker Biddle – Broad Street
Philadelphia, PA 19102
Attention: President
Facsimile: (215) 546-7311
- With a copy to -
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103
Attention: Howard
dt 35796
|
| Preview
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| 2001 |
Registration Rights Agreement
Registration Rights Agreement (38K)
Doc #146585: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of
---------
October 22, 2001 and is entered into by and between (i) Homestore.com, Inc, a
Delaware corporation located at 30700 Russell Ranch Road, Westlake Village, CA
91362 (the "Company" or "Homestore.com"), and Budget Group, Inc. a Delaware
------- -------------
corporation, located at 4225 Naperville Road, Lisle, Illinois 60532 ("BGI").
---
R E C I T A L S
---------------
A. The Company and BGI have entered into an Amendment to Marketing
Agreement dated as October 22, 2001 (the "Amendment"). The Amendment amends the
---------
Marketing Agreement dated as of March 6, 2000 (the "Agreement") previously
---------
entered into by and between the Company and BGI. Pursuant to Section 5(b) of the
Amendment, BGI will acquire from the Company 4,804,560 shares of the Company's
common stock (together with any shares of capital stock of the Company issued as
a dividend or distribution thereon or in exchange therefor, the "Shares").
------
B. Pursuant to Section 6 of the Amendment, the Company has agreed to
register the Shares as provided herein.
A G R E E M E N T
-----------------
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants contained herein, BGI and the Company (collectively, the
"Parties") agree as follows:
1. Definitions. For purposes of this Agreement:
-----------
"Exchange Act" means the Securities Exchange Act of 1934, as amended, or
------------
any successor statute.
"Register," "registered," and "registration" refer to a registration
-------- ---------- ------------
effected by preparing and filing with the Securities and Exchange Commission
(the "Commission") a registration statement in compliance with the Securities
----------
Act, and the declaration or ordering by the Commission of effectiveness of such
registration statement or document.
"Securities Act" means the Securities Act of 1933, as amended, or any
--------------
successor statute.
Other capitalized terms not defined herein will have the meanings given
to them in the Amendment or the Agreement.
2. Registration.
------------
1
{PAGE}
2.1 BGI Limitations. In connection with and as a condition to
---------------
Homestore.com's obligations with respect to the Registration Statement
pursuant to Section 2.2 hereof, BGI covenants and agrees that it will
not, unless Homestore.com consents thereto in writing, sell, in
transactions reported on the NASDAQ consolidated system, (A) on any
given day, more than the lesser of (i) three percent (3%) of the
average daily trading volume for the Homestore.com Common Stock during
the ten (10) business days prior to the date of any sale of Shares or
(ii) 125,000 shares, or (B) during any given calendar week, more than
the lesser of (i) eight percent (8%) of the average weekly trading
volume for the Homestore.com Common Stock during the calendar week
preceding the week of any sale of shares or (ii) 500,000 shares. This
limitation shall apply to any sales by BGI of either the 1,085,271
Original Shares or the Shares in transactions reported on the NASDAQ
consolidated system, but shall not apply to any sales of Shares or
Original Shares by BGI that are not so reported; provided, however, in
the event that if BGI desires to sell Shares or Original Shares in
transactions not reported on NASDAQ or to enter into any other sale or
disposition of the Shares or Original Shares in transactions not
reported, then as a condition of such sale or disposition the
purchaser, pledgee or other transferee must agree with BGI, in a
written agreement stated to be for the benefit of Homestore.com, to be
bound by the provisions of this Section 2.1 with respect to limitations
on transactions reported on the NASDAQ consolidated system with respect
to sales or other dispositions of Shares or Original Shares (but not
other shares of Homestore.com that it may own) and to use one of the
investment bank traders listed in this section with respect to such
transactions. If BGI sells its Shares or Original Shares then BGI shall
use one of the following investment bank traders; Credit Swisse First
Boston, Deutsche Bank Alex.Brown & Co., McDonald & Company Securities,
Inc., J.P. Morgan & Co., Morgan Stanley Dean Witter & Co., Robertson
Stephens or Merrill Lynch Pierce Fenner & Smith.
2.2 Shelf Registration Rights. Homestore.com shall by 5:30
-------------------------
p.m. (eastern time) on the first business day after Homestore.com holds
a conference call to discuss its financial results for the quarter
ended September 30, 2001 (or, if earlier, by 5:30 p.m. (eastern time)
on November 2, 2001) prepare and file with the Commission a
registration statement on Form S-3 covering offers and sales of the
Shares by BGI on a delayed or continuous basis pursuant to Rule 415
under the Securities Act on the Nasdaq National Market (or the
facilities of any national securities exchange on which the
Homestore.com Common Stock is then traded), or in privately-negotiated
transactions or through other customary methods (the "Registration
Statement"). Homestore.com will use its best efforts, subject to
receipt of necessary information from BGI to be included in the
Registration Statement, to cause the registration Statement to be
declared effective as soon as practicable.
2.3 Further Obligations of Homestore.com Relating to the
----------------------------------------------------
Registration.
-------------
(a) Blue Sky Compliance. Homestore.com shall, in
-------------------
connection with the Registration Statement, use its commercially
reasonable
146585
|
Budget Group
As referenced in this Registration Rights Agreement:
Budget Group, – at 30700 Russell Ranch Road, Westlake Village, CA
91362 (the "Company" or "Homestore.com"), and Budget Group, Inc. a Delaware
------- -------------
corporation, located at 4225 Naperville Road, Lisle, Illinois 60532 ("BGI").
---
R
BUDGET GROUP, – parties hereto have executed this Registration
Rights Agreement as of the date first written above.
BUDGET GROUP, INC.
By: /s/ Sanford Miller
-----------------------------
Name: Sanford Miller
Title: Chief Executive Officer
HOMESTORE.COM,
dt 69513
;
|
Homestore.com
As referenced in this Registration Rights Agreement:
Homestore.com, – RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of
---------
October 22, 2001 and is entered into by and between (i) Homestore.com, Inc, a
Delaware corporation located at 30700 Russell Ranch Road, Westlake Village, CA
91362 (the "Company" or "Homestore.com"), and Budget Group,
_____________
"Homestore.com" – by and between (i) Homestore.com, Inc, a
Delaware corporation located at 30700 Russell Ranch Road, Westlake Village, CA
91362 (the "Company" or "Homestore.com" ), and Budget Group, Inc. a Delaware
------- -------------
corporation, located at 4225 Naperville Road, Lisle, Illinois 60532 ("BGI").
---
R E C I T A
_____________
Homestore.com' – them in the Amendment or the Agreement.
2. Registration.
------------
1
{PAGE}
2.1 BGI Limitations. In connection with and as a condition to
---------------
Homestore.com' s obligations with respect to the Registration Statement
pursuant to Section 2.2 hereof, BGI covenants and agrees that it will
not, unless
_____________
Homestore.com – s obligations with respect to the Registration Statement
pursuant to Section 2.2 hereof, BGI covenants and agrees that it will
not, unless Homestore.com consents thereto in writing, sell, in
transactions reported on the NASDAQ consolidated system, (A) on any
given day, more than the lesser of (
_____________
Homestore.com – system, (A) on any
given day, more than the lesser of (i) three percent (3%) of the
average daily trading volume for the Homestore.com Common Stock during
the ten (10) business days prior to the date of any sale of Shares or
(ii) 125,000 shares, or (
_____________
dt 187041
;
Homestore.com
As referenced in this Registration Rights Agreement:
Homestore.com, – RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of
---------
October 22, 2001 and is entered into by and between (i) Homestore.com, Inc, a
Delaware corporation located at 30700 Russell Ranch Road, Westlake Village, CA
91362 (the "Company" or "Homestore.com"), and Budge |