Registration Rights Agreement (2006)Full Document 

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REGISTRATION RIGHTS AGREEMENT

dated as of December 21, 2004

among

MILL SERVICES CORPORATION

and

THE INVESTORS NAMED HEREIN

 



TABLE OF CONTENTS

 

         Page
RECITALS    1
ARTICLE I DEFINITIONS; CONSTRUCTION    1
  1.1 Definitions    1
  1.2 Construction    3
ARTICLE II DEMAND REGISTRATIONS    3
  2.1 Requests for Registration    3
  2.2 Number of Demand Registrations; Expenses    3
  2.3 Effective Registration Statement    4
  2.4 Priority on Demand Registrations    4
ARTICLE III PIGGYBACK REGISTRATIONS    4
  3.1 Right to Piggyback    4
  3.2 Piggyback Expenses    5
  3.3 Priority on Primary Registrations    5
  3.4 Priority on Secondary Registrations    5
ARTICLE IV HOLDBACK AGREEMENTS    5
  4.1 Holdback Agreements    5
ARTICLE V REGISTRATION PROCEDURES    6
  5.1 Registration Procedures    6
ARTICLE VI REGISTRATION EXPENSES    8
  6.1 Registration Expenses    8
  6.2 Sellers’ Expenses    9
ARTICLE VII UNDERWRITTEN OFFERINGS    9
  7.1 Underwriting Agreement    9
  7.2 Obligations of Participants in Underwritten Offerings    9
ARTICLE VIII INDEMNIFICATION    9
  8.1 Company’s Indemnification Obligations    9
  8.2 Holder’s Indemnification Obligations    10
  8.3 Notices; Defense; Settlement    11
  8.4 Indemnity Provision    12
  8.5 Contribution Based on Relative Fault    12
  8.6 Payments    13

 

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TABLE OF CONTENTS

(Continued)

 

          Page
ARTICLE IX RULE 144 REPORTING    13
   9.1 Rule 144 Reporting    13
ARTICLE X MISCELLANEOUS    13
   10.1 Remedies    13
   10.2 Amendments and Waivers    13
   10.3 Successors and Assigns    14
   10.4 Notices    14
   10.5 Headings    15
   10.6 Invalid Provisions    15
   10.7 Governing Law    15
   10.8 Consent to Jurisdiction and Service of Process    15
   10.9 Waiver of Jury Trial    16
   10.10 Counterparts    16
   10.11 Deferral    16
   10.12 Additional Investors    16

 

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This REGISTRATION RIGHTS AGREEMENT, dated as of December 21, 2004 (this “Agreement”), is by and among Mill Services Corporation, a Delaware corporation (the “Company”), Mill Services Holdings LLC, a Delaware limited liability company (“Holdings”), and the Investors (as defined herein).

RECITALS

WHEREAS, the Company, Holdings and the Investors have entered into a Stockholders’ Agreement dated as of the date hereof (the “Stockholders’ Agreement”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

1.1 Definitions. As used in this Agreement, the following defined terms shall have the meanings set forth below:

Agreement” has the meaning set forth in the preamble hereto.

Business Day” means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close.

Commission” means the U.S. Securities and Exchange Commission.

Common Stock” means the Common Stock, par value $0.001 per share, of the Company and any securities into which the Common Stock shall have been changed or any securities resulting from any reclassification or recapitalization of the Common Stock.

Company” has the meaning set forth in the preamble hereto.

Demand Registrations” has the meaning set forth in Section 2.1.

Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar Federal statute then in effect, and any reference to a particular section thereof shall include a reference to the equivalent section, if any, of any such similar Federal statute, and the rules and regulations thereunder.

Holder Indemnitees” has the meaning set forth in Section 8.1.


Investors” means I Michael Coslov, IMC Tube City Holdings, Inc., IMC Tube City Investments, LLC, Joseph Curtin, Thomas E. Lippard, Daniel Rosati, Timothy R. Kaufman, Robert Harris, Jamie Estill, Perry Van Rosendale and Laurence N. Weiss.

Long-Form Registration” has the meaning set forth in Section 2.1.

Person” means any individual, corporation, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

Piggyback Registration” has the meaning set forth in Section 3.1.

Prospectus” means the Prospectus included in any Registration Statement (including without limitation a Prospectus that disclosed information previously omitted from a Prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any Prospectus supplement, with respect to the terms of the offering of any portion of the securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Public Offering” means the consummation of the initial underwritten public offering of Common Stock registered under the Securities Act of 1933, as amended.

Registrable Securities” means (a) the Common Stock issued or issuable at any time to Holdings or an Investor, including, without limitation, in connection with the exercise of any warrant or option to purchase any Common Stock and (b) any securities issued or issuable with respect to such shares of Common Stock in connection with a combination of shares, recapitalization, stock dividend, merger, consolidation or other reorganization. Registrable Securities will continue to maintain their status as Registrable Securities in the hands of any transferee from Holdings or an Investor, provided such transferee executes a joinder agreement described in Section 10.12. As to any particular Registrable Securities, such securities will cease to be Registrable Securities when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (y) eligible for transfer pursuant to Rule 144 (or any similar rule then in force) under the Securities Act without restriction (including volume and manner of sale restrictions) or otherwise transferred and, in each case, new certificates for them not bearing a restrictive Securities Act legend have been delivered by the Company and can be sold without complying with the registration requirements of the Securities Act.

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