Rights Agreement Sample Contracts

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Interval Leisure Group – Amendment No. 1 to Rights Agreement (December 6th, 2017)

This AMENDMENT NO. 1 dated as of December 6, 2017 (this Amendment) to the Rights Agreement, dated as of June 10, 2009 (the Rights Agreement), is made by and between ILG, Inc. (f/k/a Interval Leisure Group, Inc.), a Delaware corporation (the Company), and Computershare Inc., a Delaware corporation, as successor-in-interest to Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC, as successor to The Bank of New York Mellon) (in its capacity as the rights agent, the Rights Agent). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning(s) given to them in the Rights Agreement.

iKang Healthcare Group, Inc. – Amendment No. 2 to Rights Agreement (November 29th, 2017)

AMENDMENT NO. 2 (this Amendment), dated as of November 29, 2017, to the Rights Agreement (the Rights Agreement), dated as of December 2, 2015, as amended by Amendment No.1 thereto dated November 28, 2016, by and between iKang Healthcare Group, Inc., a company incorporated under the laws of the Cayman Islands (the Company), and American Stock Transfer & Trust Company, L.L.C., a New York limited liability trust company, as Rights Agent (the Rights Agent). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Rights Agreement.

C&J Energy Services Ltd. – Amendment No. 1 to Rights Agreement (November 9th, 2017)

This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this Amendment) is dated as of November 7, 2017 (the Effective Date) and amends the Rights Agreement, dated as of January 6, 2017 (the Rights Agreement), by and between C&J Energy Services, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the Rights Agent). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.

Fairmount Santrol Holdings Inc. – Sand Lease and Rights Agreement (November 9th, 2017)

This Sand Lease and Rights Agreement (this "Lease") is entered into effective this 18th day of July, 2017 (the "Effective Date"), by and between the ESTATE OF LARRY LEONARD FERNANDES, DECEASED ("Estate"), WILLIAM DOUGLAS FERNANDES, JR. ("Will Fernandes"), KAREN LEE FERNANDES STONE ("Karen Lee Fernandes Stone"), HALLIE ANN FERNANDES NESOM ("Hallie Ann Fernandes Nesom"), EDWARD STREET FERNANDES ("Ed Fernandes," and together with the Estate, Karen Lee Fernandes Stone, Hallie Anne Fernandes Nesom and Will Fernandes, collectively referred to herein as the "Owner") and FML SAND LLC, an Ohio limited liability company, its successors and assigns ("FML").

Arsanis, Inc. – ARSANIS, INC. SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT Dated as of April 12, 2016 Amended as of November 3, 2017 (November 6th, 2017)

This Second Amended and Restated Investors Rights Agreement (this Agreement) is entered into as of 12th day of April, 2016, and amended as of November 3, 2017, by and among Arsanis, Inc., a Delaware corporation (the Company) and the individuals and entities listed on Exhibit A attached hereto (the Investors).

CM Seven Star Acquisition Corp – Rights Agreement (November 3rd, 2017)

This Rights Agreement (this "Agreement") is made as of October 25, 2017 between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company with offices at Suite 1003-1004, 10/F, ICBC Tower, Three Garden Road, Central, Hong Kong (the "Company") and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 ("Rights Agent").

Multi-Color Corporation – INVESTORS RIGHTS AGREEMENT OF MULTI-COLOR CORPORATION Dated as of October 31, 2017 (November 3rd, 2017)

This Investors Rights Agreement (this Agreement), is made and entered into as of October 31, 2017, by and between Multi-Color Corporation, an Ohio corporation (the Company), and Constantia Flexibles Holding GmbH, a private limited liability company organized under the laws of Austria (the Investor and, together with each stockholder that becomes a party hereto from time to time, the Investors).

Select Energy Services, Inc. – Board Observation Rights Agreement (November 2nd, 2017)

THIS BOARD OBSERVATION RIGHTS AGREEMENT, dated as of November 1, 2017 (this Agreement), is entered into by and between Select Energy Services, Inc., a Delaware corporation (the Company), and White Deer Energy L.P., a Cayman Islands exempted limited partnership (White Deer). The Company and White Deer are herein referred to as the Parties. Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Agreement and Plan of Merger, dated July 18, 2017 (the Merger Agreement), by and among the Company, Raptor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (Corporate Merger Sub), SES Holdings, LLC, a Delaware limited liability company and a subsidiary of the Company, Raptor Merger Sub, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of SES Holdings, LLC (LLC Merger Sub), Rockwater Energy Solutions, Inc., a Delaware corporation (Rockwater), and Rockwater Energy Solutions, LLC, a Del

CM Seven Star Acquisition Corp – Rights Agreement (October 30th, 2017)

This Rights Agreement (this "Agreement") is made as of October 25, 2017 between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company with offices at Suite 1003-1004, 10/F, ICBC Tower, Three Garden Road, Central, Hong Kong (the "Company") and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 ("Rights Agent").

scPharmaceuticals Inc. – Amended and Restated Investors Rights Agreement (October 23rd, 2017)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 22st day of December 2016, by and among scPharmaceuticals Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor.

Arsanis, Inc. – ARSANIS, INC. SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT Dated as of April 12, 2016 (October 20th, 2017)

This Second Amended and Restated Investors Rights Agreement (this Agreement) is entered into this 12th day of April, 2016, by and among Arsanis, Inc., a Delaware corporation (the Company) and the individuals and entities listed on Exhibit A attached hereto (the Investors).

CM Seven Star Acquisition Corp – Rights Agreement (October 19th, 2017)

This Rights Agreement (this "Agreement") is made as of [*], 2017 between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company with offices at Suite 1003-1004, 10/F, ICBC Tower, Three Garden Road, Central, Hong Kong (the "Company") and Continental Stock Transfer & Trust Company, a New York corporation, with offices at [One State Street, 30th Floor, New York, New York 10004 ("Rights Agent").]

Sogou Inc. – Exclusive Equity Interest Purchase Rights Agreement Among Beijing Sogou Technology Development Co., Ltd and Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., Shenzhen Tencent Computer System Company Limited, and Beijing Sogou Information Service Co., Ltd. December 2nd, 2013 (October 13th, 2017)

This Exclusive Equity Interest Purchase Rights Agreement (hereinafter referred to as the Agreement) is entered into by and among the following parties on December 2nd, 2013:

Bandwidth Inc. – BANDWIDTH.COM, Inc. Investors Rights Agreement February 22, 2011 (October 13th, 2017)

THIS INVESTORS RIGHTS AGREEMENT (the Agreement) is made as of February 22, 2011, by and among Bandwidth.com, Inc., a Delaware corporation (the Company), Carmichael Investment Partners, LLC, a Delaware limited liability company, (individually Carmichael or the Investor or, together with any subsequent successors or transferees, who become parties hereto pursuant to Section 6.1 below, the Investors) and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a Key Holder.

Apellis Pharmaceuticals, Inc. – Amended and Restated Investors Rights Agreement (October 13th, 2017)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT is made as of the 7th day of August, 2017, by and among Apellis Pharmaceuticals, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a Key Holder and any additional Investor that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Spero Therapeutics, Inc. – Spero Therapeutics, Inc. Investors Rights Agreement June 30, 2017 (October 6th, 2017)

THIS INVESTORS RIGHTS AGREEMENT (this Agreement) is made as of the 30th day of June, 2017, by and among Spero Therapeutics, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a Key Holder.

Allena Pharmaceuticals, Inc. – Allena Pharmaceuticals, Inc. SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (October 6th, 2017)

THIS SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement) is made as of the 25th day of November, 2015 by and among Allena Pharmaceuticals, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto as Investors pursuant to Section 6.9 below, the Investors).

Aquantia Corp – Amended and Restated Investors Rights Agreement (October 6th, 2017)

This Amended and Restated Investors Rights Agreement (this Agreement) is made and entered into as of March 25, 2015, by and among Aquantia Corp., a Delaware corporation (the Company), and the persons and entities listed on Exhibit A attached hereto (the Investors).

Black Ridge Acquisition Corp. – Rights Agreement (October 5th, 2017)

Agreement made as of October 4, 2017 between Black Ridge Acquisition Corp., a Delaware corporation, with offices at 110 North 5th Street, Suite 410, Minneapolis, Minnesota 55403 ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 ("Right Agent").

Endocyte – Registration Rights Agreement (October 2nd, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of September 29, 2017, by and among Endocyte, Inc., a Delaware corporation (the "Company"), and ABX advanced biochemical compounds - Biomedizinische Forschungsreagenzien GmbH, a company organized under the laws of Germany ("ABX").

Forescout Technologies, Inc – Amended and Restated Investors' Rights Agreement (October 2nd, 2017)

THIS AGREEMENT (the "Agreement") is made as of November 25, 2015, by and among ForeScout Technologies, Inc., a Delaware corporation (the "Company"), each Person listed in Schedule A attached hereto (together, the "Founders"), and each Person listed in Schedule B attached hereto (together, the "Investors"). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 10 hereof.

Amendment No. 1 to Tax Asset Protection Rights Agreement (September 29th, 2017)

Amendment No. 1, dated as of September 28, 2017 (this Amendment), to the Tax Asset Protection Rights Agreement, dated as of February 8, 2017 (the Rights Agreement), between comScore, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent.

Sea Ltd – Fifth Amended and Restated Investors Rights Agreement (September 22nd, 2017)

This FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement) is entered into as of April 8, 2017 among the following Parties:

Black Ridge Acquisition Corp. – Rights Agreement (September 22nd, 2017)

Agreement made as of _____, 2017 between Black Ridge Acquisition Corp., a Delaware corporation, with offices at 110 North 5th Street, Suite 410, Minneapolis, Minnesota 55403 ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 ("Right Agent").

MongoDB, Inc. – Fifth Amended and Restated Investors Rights Agreement (September 21st, 2017)

THIS FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT is made as of the 2nd day of October, 2013, by and among MongoDB, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a Key Holder.

Arsanis, Inc. – ARSANIS, INC. SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT Dated as of April 12, 2016 (September 20th, 2017)

This Second Amended and Restated Investors Rights Agreement (this Agreement) is entered into this 12th day of April, 2016, by and among Arsanis, Inc., a Delaware corporation (the Company) and the individuals and entities listed on Exhibit A attached hereto (the Investors).

AMENDED & RESTATED RIGHTS AGREEMENT Dated as of September 18, 2017 by and Between Fred's, Inc., as the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (September 18th, 2017)

AMENDED & RESTATED RIGHTS AGREEMENT, dated as of September 18, 2017, (this "Agreement"), by and between Fred's, Inc., a Tennessee corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, as rights agent (the "Rights Agent").

CarGurus, Inc. – Cargurus, Inc. Amended and Restated Investors Rights Agreement (September 15th, 2017)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 23rd day of August, 2016, by and among CarGurus, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto as Investors pursuant to Subsection 6.9 below, the Investors).

Hong Kong Highpower Tech Inc – RIGHTS AGREEMENT by and Between HIGHPOWER INTERNATIONAL, INC. And CORPORATE STOCK TRANSFER, INC. As Rights Agent Dated as of September 12, 2017 (September 13th, 2017)

Page No. Section 1. Certain Definitions 4 Section 2. Appointment of the Rights Agent 11 Section 3. Issuance of Rights Certificates 11 Section 4. Form of Rights Certificates 13 Section 5. Countersignature and Registration 14 Section 6. Transfer, Split-Up, Combination, and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates 15 Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights 16 Section 8. Cancellation and Destruction of Rights Certificates 18 Section 9. Reservation and Availability of Capital Stock 18 Section 10. Preferred Shares Record Date 20 Section 11. Adjustment of Purchase Price,

Denali Therapeutics Inc. – Investors Rights Agreement (September 8th, 2017)

THIS INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 8th day of May, 2015, by and among Denali Therapeutics Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor.

Rights Agreement (September 1st, 2017)

This Rights Agreement (this Agreement), dated as of August 31, 2017, is between Tenet Healthcare Corporation, a Nevada corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent).

ACORDA THERAPEUTICS, INC. And COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Rights Agreement Dated as of August 31, 2017 (September 1st, 2017)

Rights Agreement, dated as of August 31, 2017 (as amended, supplemented or otherwise modified from time to time, the Agreement), between Acorda Therapeutics, Inc., a Delaware corporation (the Company), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, as rights agent (the Rights Agent).

Restoration Robotics Inc – RESTORATION ROBOTICS, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT February 7, 2013 (September 1st, 2017)

This Amended and Restated Investors Rights Agreement (this Agreement) is made and entered into as of February 7th, 2013 by and among Restoration Robotics, Inc., a Delaware corporation (the Company), and the holders of the Companys Preferred Stock identified on Exhibit A attached hereto (the Investors). Other capitalized terms used in this Agreement have the meanings ascribed to them in Section 4.1.

scPharmaceuticals Inc. – Amended and Restated Investors Rights Agreement (August 31st, 2017)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 22st day of December 2016, by and among scPharmaceuticals Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor.

Despegar.com, Corp. – Sixth Amended and Restated Investors Rights Agreement (August 31st, 2017)

WHEREAS, the Company is party to that certain Fifth Amended and Restated Investors Rights Agreement, dated as of March 6, 2015, by and among the Company and the holders of the Ordinary Shares listed on Schedules A, B, C and D thereto, as amended through the date of this Agreement, (the Fifth Amended and Restated Investors Rights Agreement);