Registration Rights Agreement (2007)Full Document 

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Dated as of September 24, 2007

By and Between


as the Company,



as the Initial Purchaser

3.875% Convertible Subordinated Notes due 2027



1.    Definitions    1
2.    Shelf Registration    4
3.    Liquidated Damages    6
4.    Registration Procedures    7
5.    Registration Expenses    14
6.    Indemnification    15
7.    Rules 144 and 144A    18
8.    Underwritten Registrations    19
9.    Miscellaneous    19


This Registration Rights Agreement (this “Agreement”) is dated as of September 24, 2007, by and between POWERWAVE TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and DEUTSCHE BANK SECURITIES INC. (the “Initial Purchaser”).

This Agreement is entered into in connection with that certain Purchase Agreement, dated September 18, 2007 (the “Purchase Agreement”), by and between the Company and the Initial Purchaser, which provides for the sale by the Company to the Initial Purchaser of $130,000,000 aggregate principal amount of the Company’s 3.875% Convertible Subordinated Notes due 2027 (the “Firm Securities”), which are convertible into common stock of the Company, par value $0.0001 per share (together with the Rights (as defined in the Purchase Agreement), the “Underlying Shares”), plus up to an additional $20,000,000 aggregate principal amount of the same which the Initial Purchaser may subsequently elect to purchase pursuant to the terms of the Purchase Agreement (the “Option Securities” and together with the Firm Securities, the “Securities”). The Securities are being issued pursuant to an Indenture dated as of the date hereof (the “Indenture”), by and between the Company and Deutsche Bank Trust Company Americas, as trustee.

In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchaser and certain subsequent holder or holders of the Securities or Underlying Shares as provided herein. The execution and delivery of this Agreement is a condition to the Initial Purchaser’s obligation to purchase the Firm Securities under the Purchase Agreement.

The parties hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

Agreement: See the first introductory paragraph hereto.

Amount of Registrable Securities: (a) With respect to Securities constituting Registrable Securities, the aggregate principal amount of all such Securities outstanding, (b) with respect to Underlying Shares constituting Registrable Securities, the aggregate number of such Underlying Shares outstanding multiplied by the Conversion Price (as defined in the Indenture relating to the Securities upon the conversion of which such Underlying Shares were issued) in effect at the time of computing the Amount of Registrable Securities or, if no such Securities are then outstanding, the last Conversion Price that was in effect under such Indenture when any such Securities were last outstanding, and (c) with respect to combinations thereof, the sum of (a) and (b) for the relevant Registrable Securities.

Business Day: Any day that is not a Saturday, Sunday or a day on which banking institutions in New York are authorized or required by law to be closed.

Closing Date: September 24, 2007.

Company: See the first introductory paragraph hereto.

Damages Payment Date: See Section 3(c) hereof.

Depositary: The Depository Trust Company until a successor is appointed by the Company.

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