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$43	Preview Full Doc	2003	Registration Agreement Registration Agreement (59K) Doc #172594: Click preview link for longer preview. REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (this "Agreement") is made as of June 27, 2003, by and among One Price Clothing Stores, Inc., a Delaware corporation (the "Company"), Sun One Price, LLC, a Delaware limited liability company ("Sun"), and each Person whose name appears on the signature page hereto or who otherwise hereafter becomes a party to this Agreement (collectively, the "Other Investors"). Sun and the Other Investors are collectively referred to herein as the "Stockholders," and are individually referred to herein as a "Stockholder." Otherwise undefined capitalized terms used herein are defined in Section 9 hereof. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: 1. Demand Registrations. (a) Requests for Registration. At any time, the holders of at least a majority of the Sun Registrable Securities may request registration under the Securities Act of all or any portion of such Sun Registrable Securities on Form S-1 or any similar long-form registration statement ("Long-Form Registrations") or, if available, on Form S-2 or S-3 or any similar short-form registration statement ("Short-Form Registrations"). All registrations requested pursuant to this Section 1(a) are referred to herein as "Demand Registrations." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(d) below, will include in such registration, in addition to the Sun Registrable Securities that are requested to be registered pursuant hereto, all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice. (b) Long-Form Registrations. The holders of a majority of the Sun Registrable Securities shall be entitled to request unlimited Long-Form Registrations in which the Company will pay all Registration Expenses (as defined below in Section 5). All Long-Form Registrations shall be underwritten registrations. (c) Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), the holders of a majority of the Sun Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations in which the Company will pay all Registration Expenses. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the Company. (d) Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the number of Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder. (e) Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within six months after the effective date of a previous Long-Form Registration with respect to the Company. The Company may postpone, for up to six months (from the date of the request), the filing or the effectiveness of a registration statement for a Demand Registration if the Company's board of directors believes, in good faith, that such Demand Registration would reasonably be expected to have an adverse effect on any proposal or plan by the Company or any Subsidiary thereof to engage in any acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, or similar transaction; provided, however, that in any such event, the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated as if it had never been made in the first instance, and the Company will pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12-month period. (f) Selection of Underwriters. The holders of a majority of the Registrable Securities initially requesting registration hereunder will have the right to select the investment banker(s) and manager(s) to administer the offering under such Demand Registration, subject to the Company's approval, which will not be unreasonably withheld. (g) Other Registration Rights. Except as provided in this Agreement, the Company will not grant to any Persons the right to request that the Company register any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any such securities, without the prior written consent of the holders of at least a majority of the Registrable Securities. 2. Piggyback Registrations. (a) Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after the receipt of the Company's notice. (b) Piggyback Expenses. In all Piggyback Registrations, the Registration Expenses of the holders of Registrable Securities will be paid by the Company. 172594	One Price One Price Clothing Stores Inc. ( Apparel ) As referenced in this Registration Agreement: One Price Clothing Stores, Inc – and Glenn B. Oken. Exhibit D REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (this "Agreement") is made as of June 27, 2003, by and among One Price Clothing Stores, Inc ., a Delaware corporation (the "Company"), Sun One Price, LLC, a Delaware limited liability company ("Sun"), and each Person whose name appears on _____________ ONE PRICE CLOTHING STORES, INC – of this Agreement. * * * * * {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Registration Agreement on the day and year first above written. ONE PRICE CLOTHING STORES, INC . By: /s/Leonard M. Snyder ---------------------------------- Name: Leonard M. Snyder Title: Chief Executive Officer SUN ONE PRICE, LLC By: /s/M. Steven Liff ---------------------------------- _____________ One Price Clothing Stores, Inc – By: /s/Sami Mnaymney ----------------------------------- Name: Sami Mnaymney Its: Secretary {PAGE} Exhibit A Addresses for Notices (a) If to the Company, to it at: One Price Clothing Stores, Inc . P.O. Box 2487 Spartanburg, SC 29304-2487 Attention: Chief Executive Officer Telecopy No.: (864) 486-6120 with a copy to: -------------- Womble _____________ dt 506845 ; Kirkland & Ellis Kirkland & Ellis ( Legal ) As referenced in this Registration Agreement: Kirkland & Ellis – Rodger R. Krouse C. Deryl Couch Telecopy No.: (561) 394-0540 with a copy to: -------------- Kirkland & Ellis 200 East Randolph Drive Chicago, IL 60601 Attention: Douglas C. Gessner Telecopy No.: (312) dt 37790 ;	Womble Carlyle Womble Carlyle Sandridge & Rice PLLC ( Legal ) As referenced in this Registration Agreement: Womble Carlyle – 29304-2487 Attention: Chief Executive Officer Telecopy No.: (864) 486-6120 with a copy to: -------------- Womble Carlyle Sandridge & Rice One Atlantic Center, Suite 3500 1201 West Peachtree Street Atlanta, GA 30309 dt 32359 ; Sun One Price, LLC
$46	Preview Full Doc	2003	Registration Agreement Registration Agreement (58K) Doc #1113403: Click preview link for longer preview. Exhibit 99.G . . . 1113403	One Price One Price Clothing Stores Inc. ( Apparel ) As referenced in this Registration Agreement: One Price Clothing Stores, Inc – 99.G 8 j2740_ex99dg.htm EX-99.G Exhibit 99.G REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of June 27, 2003, by and among One Price Clothing Stores, Inc ., a Delaware corporation (the “Company”), Sun One Price, LLC, a Delaware limited liability company (“Sun”), and each Person whose name appears on the signature page _____________ ONE PRICE CLOTHING STORES, INC – 160; * * * 15 IN WITNESS WHEREOF, the parties hereto have executed this Registration Agreement on the day and year first above written. ONE PRICE CLOTHING STORES, INC . By: /s/ Leonard M. Snyder Name: Title: SUN ONE PRICE, LLC By: /s/ M. Steven Liff Name: Title: OTHER INVESTORS RANDOLPH STREET PARTNERS V By: /s/ _____________ One Price Clothing Stores, Inc – SUN PARTNERS, INC. By: /s/ Sami Mnaymneh Name: Its: /s/ Glenn Oken Glenn Oken 16 Exhibit A Addresses for Notices (a) If to the Company, to it at: One Price Clothing Stores, Inc . P.O. Box 2487 Spartanburg, SC 29304-2487 Attention: Chief Executive Officer Telecopy No.: (864) 486-6120 with a copy to: Womble Carlyle Sandridge & Rice One Atlantic _____________ dt 1410199 ;	Womble Carlyle Womble Carlyle Sandridge & Rice PLLC ( Legal ) As referenced in this Registration Agreement: Womble Carlyle – to it at: One Price Clothing Stores, Inc. P.O. Box 2487 Spartanburg, SC 29304-2487 Attention: Chief Executive Officer Telecopy No.: (864) 486-6120 with a copy to: Womble Carlyle Sandridge & Rice One Atlantic Center, Suite 3500 1201 West Peachtree Street Atlanta, GA 30309 Attention: Elizabeth O. Derrick Telecopy No.: (404) 870-4824 (b) If to Sun _____________ dt 1416752
$44	Preview Full Doc	2003	Registration Agreement Registration Agreement (59K) Doc #1113420: Click preview link for longer preview. REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (this "Agreement") is made as of June 27, 2003, by and among One Price Clothing Stores, Inc., a Delaware corporation (the "Company"), Sun One Price, LLC, a Delaware limited liability company ("Sun"), and each Person whose name appears on the signature page hereto or who otherwise hereafter becomes a party to this Agreement (collectively, the "Other Investors"). Sun and the Other Investors are collectively referred to herein as the "Stockholders," . . . 1113420	One Price One Price Clothing Stores Inc. ( Apparel ) As referenced in this Registration Agreement: One Price Clothing Stores, Inc – V, H.I.G. Sun Partners, Inc. and Glenn B. Oken. Exhibit D REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (this "Agreement") is made as of June 27, 2003, by and among One Price Clothing Stores, Inc ., a Delaware corporation (the "Company"), Sun One Price, LLC, a Delaware limited liability company ("Sun"), and each Person whose name appears on the signature page hereto or who otherwise _____________ ONE PRICE CLOTHING STORES, INC – only and do not constitute a part of this Agreement. * * * * * IN WITNESS WHEREOF, the parties hereto have executed this Registration Agreement on the day and year first above written. ONE PRICE CLOTHING STORES, INC . By: /s/Leonard M. Snyder ---------------------------------- Name: Leonard M. Snyder Title: Chief Executive Officer SUN ONE PRICE, LLC By: /s/M. Steven Liff ---------------------------------- Name: M. Steven Liff Title: Vice President _____________ One Price Clothing Stores, Inc – Manager H.I.G. SUN PARTNERS, INC. By: /s/Sami Mnaymney ----------------------------------- Name: Sami Mnaymney Its: Secretary Exhibit A Addresses for Notices (a) If to the Company, to it at: One Price Clothing Stores, Inc . P.O. Box 2487 Spartanburg, SC 29304-2487 Attention: Chief Executive Officer Telecopy No.: (864) 486-6120 with a copy to: -------------- Womble Carlyle Sandridge & Rice One Atlantic Center, Suite _____________ dt 1731778
$39	Preview Full Doc	2001	Registration Agreement Registration Agreement (32K) Doc #1119889: Click preview link for longer preview. REGISTRATION AGREEMENT REGISTRATION AGREEMENT (this "Agreement") dated as of August 16, 2001, between Charming Shoppes, Inc., a Pennsylvania corporation (the "Company"), and The Limited, Inc., a Delaware corporation ("Shareholder"). ARTICLE 1 Definitions Section 1.01. Definitions. All terms used but not defined in this Agreement have the meanings ascribed to them in the Stock Purchase Agreement dated as of July 9, 2001, among the Company, . . . 1119889	Charming Shoppes Charming Shoppes, Inc. ( Apparel ) As referenced in this Registration Agreement: Charming Shoppes, Inc – REGISTRATION AGREEMENT DATED AS OF AUGUST 16, 2001 <TEXT> <PAGE> Exhibit 4.1 REGISTRATION AGREEMENT REGISTRATION AGREEMENT (this "Agreement") dated as of August 16, 2001, between Charming Shoppes, Inc ., a Pennsylvania corporation (the "Company"), and The Limited, Inc., a Delaware corporation ("Shareholder"). ARTICLE 1 Definitions Section 1.01. Definitions. All terms used but not defined in this Agreement _____________ Charming Shoppes, Inc – Section 5.02. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given, if to the Company, to: Charming Shoppes, Inc . 450 Winks Lane Bensalem, PA 19020 Attention: Colin D. Stern Fax: (215) 638-6648 8 <PAGE> with a copy (which shall not constitute notice) to: Drinker Biddle & _____________ CHARMING SHOPPES, INC – PAGE> IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. CHARMING SHOPPES, INC . By: /s/ Eric M. Specter ---------------------------------- Name: Eric M. Specter Title: Executive Vice President THE LIMITED, INC. By: /s/ Timothy J. Faber ---------------------------------- Name: Timothy J. Faber Title: Vice President - Treasury, _____________ dt 1699378