Registration Rights Agreement
(Merger Transaction)

Summary

This registration rights agreement provides the terms on which investors who purchase securities in a private placement can register such securities for sale in a public offering. This template includes practical guidance and drafting notes. Registration rights agreements are typically entered into in connection with an M&A transaction that involves the acquisition, grant, or issuance of unregistered securities, meaning stock or other securities for which no registration statement is or has been filed with the U.S. Securities and Exchange Commission. By granting such registration rights, the issuer of the unregistered securities provides the recipient a mechanism to register such securities at a later date, subject to any requirements and other limitations set forth in the agreement. In the context of an M&A transaction, registration rights are typically requested by one of two types of stockholders: (1) sellers in an M&A transaction who have been issued unregistered stock as consideration in a stock-for-stock or stock-for-cash-and-stock transaction, or (2) acquirers (particularly private equity acquirers) who have purchased less than all of the stock of a private company. By securing registration rights in the context of an M&A transaction, the stockholder increases its flexibility regarding how and when it may dispose of the stock. Specifically, this agreement contemplates a stock-for-stock merger under Delaware law where the consideration paid to the target company consists of shares of the acquiring company. It is not suitable for registration rights relating to exchange offers or those involving debt instruments. This template may be tailored to reflect the applicable law, facts, and circumstances of the actual transaction. For a full listing of related ancillary agreement content, see Ancillary Agreements in M&A Transactions Resource Kit. For a full listing of related private equity content, see Private Equity Transactions Resource Kit. For additional information, see Registration Rights Agreements in M&A Deals, Registration Rights Agreement Drafting Checklist, Minority Securityholder Rights Protections, and Registration Rights Agreement (Investor).