Registration Rights Agreement (2008)Full Document 

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REGISTRATION RIGHTS AGREEMENT
          REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2008, by and among Telvent GIT, S.A., a sociedad anonima organized under the laws of the Kingdom of Spain, with headquarters located at Valgrande, 6, 28108 Alcobendas, Madrid, Spain (the “Company”), and Telvent Corporation, S.L., organized under the laws of the Kingdom of Spain (the “Purchaser”).
     WHEREAS:
          A. In connection with the Purchase Agreement by and among the parties hereto of even date herewith (the “Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions set forth in the Purchase Agreement, to issue and sell to the Purchaser at the Closing (as defined in the Purchase Agreement) ordinary shares (the “Shares”), nominal value 3.00505 per share (the “Ordinary Shares”) upon the terms and conditions set forth in the Purchase Agreement.
          B. To induce the Purchaser to execute and deliver the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and applicable state securities laws.
          NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:
     SECTION 1. Definitions.
          Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
          1.1 “Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in The City of New York, New York or Madrid, Spain are authorized or required by law to remain closed.
          1.2 “Commission” means the United States Securities and Exchange Commission.
          1.3 “Effective Date” means the date that the Registration Statement has been declared effective by the Commission.
          1.4 “Effective Deadline” means the date which is 90 days after the Filing Deadline (as defined below), or if there is a full review of the Registration Statement by the Commission, 120 days after the Filing Deadline.

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          1.5 “Filing Deadline” means ninety (90) days following the Closing Date.
          1.6 “Investor” means the Purchaser or any transferee or assignee of the Shares, as applicable, to whom the Purchaser assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 8 and any transferee or assignee thereof to whom a transferee or assignee of the Shares, as applicable, assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 8.
          1.7 “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.
          1.8 “register,” “registered,” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of effectiveness of such Registration Statement(s) by the Commission.
          1.9 “Registrable Securities” means the Shares and any share capital of the Company issued or issuable with respect to the Shares as a result of any share split, share dividend, recapitalization exchange or similar event.
          1.10 “Registration Statement” means a registration statement or registration statements of the Company required to be filed under the 1933 Act covering the Registrable Securities.
          1.11 [Intentionally Omitted]
          1.12 “Rule 415” means Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed basis.
     SECTION 2. Registration.
          2.1 Mandatory Registration. The Company shall as soon as practicable, but in no event later than the Filing Deadline, prepare and file with the Commission the Registration Statement on Form F-3 relating to the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 on the NASDAQ Global Select Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded, or in privately negotiated transactions. The Company shall use its reasonable best efforts, subject to receipt of necessary information from the Investor, to cause the Commission to declare the Registration

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