STJ » Topics » Registration Rights Agreement

This excerpt taken from the STJ 8-K filed Apr 25, 2007.
Registration Rights Agreement

In connection with the sale of the Debentures, the Company entered into a Registration Rights Agreement, dated as of April 25, 2007, with the Initial Purchaser (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company has agreed to use its reasonable best efforts to cause to become effective, within 220 days after the closing of the offering of the Debentures, a shelf registration statement (the “Shelf Registration Statement”) with respect to the resale of the Debentures and any shares of Common Stock issuable upon conversion of the Debentures. The Company will use its reasonable best efforts to keep the Shelf Registration Statement effective until the earliest of (1) two years after the closing of the offering of the Debentures; (2) the date when the holders of Debentures and holders of any shares of Common Stock issuable on conversion of the Debentures are

 

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able to sell such Debentures and such shares immediately without restriction under Rule 144(k) under the Securities Act; and (3) the date when (a) all of the Debentures and any Common Stock issuable on conversion thereof have been sold either (i) under the Shelf Registration Statement or (ii) under Rule 144 or any similar provision then in force or (b) the Debentures and any shares of Common Stock issuable on conversion of the Debentures cease to be outstanding. The Company will be required to pay additional amounts, subject to some limitations, to the holders of the Debentures if it fails to comply with its obligation to register the Debentures and any Common Stock issuable upon conversion of the Debentures. A copy of the Registration Rights Agreement is attached hereto as Exhibit 4.2 and is incorporated herein by reference.

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