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Sensata Technologies Holding N.V.'s SEC Filings

S-1/A
SENSATA TECHNOLOGIES HOLDING PLC filed this Form S-1/A on 03/09/2010
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Each management securityholder participating in a tag along or drag along sale will bear its pro rata share of costs to the extent such costs are incurred for the benefit of all holders of securities and are not otherwise paid by the issuer or the acquiring party. However, any costs incurred by a management securityholder solely for his/her own benefit will be borne by such management securityholder.

 

Registration Rights

 

If the issuer proposes to conduct an underwritten registration of any of its securities under the Securities Act (other than in an initial public offering or in connection with registration on Form S-4 or Form S-8) and the issuer is including in such registration any of its securities held by Sensata Investment Co. or the Sponsors and the registration form to be used may be used for the registration of the management securities, the issuer will include upon the request of the management securityholders any securities of such holders.

 

In any underwritten registration, if the managing underwriter advises the issuer that in its opinion, the number of securities being registered exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, then the issuer may restrict the number of management securities that will be included in the registration.

 

The issuer will pay all registration expenses, whether or not any registration becomes effective. Additionally, the issuer will pay for one counsel for the management securityholders in connection with the registration rights whether or not any registration becomes effective.

 

First Amended and Restated Management Securityholders Addendum for the Issuer Option Plan

 

All of the issuer’s options granted to members of our management, including our executive officers, under the 2006 Option Plan are subject to the First Amended and Restated Management Securityholders Addendum - Dutchco Option Plan, or the “Issuer Option Plan Addendum.” The terms and conditions of the Issuer Option Plan Addendum are substantially the same as those of the Issuer Securities Plan Addendum as described above. The exceptions are as follows:

 

   

the management securityholders’ rights and obligations under the Issuer Option Plan Addendum become effective only to the extent such holder’s options are exercised; and

 

   

in connection with any drag along sale, each management securityholder will have the opportunity to exercise vested options prior to or in connection with the sale.

 

First Amended and Restated Management Securityholders Addendum for the Sensata Investment Co. Securities Plan

 

All of the securities granted to members of our management, including our executive officers, under the Sensata Investment Company S.C.A. First Amended and Restated 2006 Management Securities Plan are subject to the First Amended and Restated Management Securityholders Addendum, or the “Sensata Investment Co. Plan Addendum.” The terms and conditions of the Sensata Investment Co. Plan Addendum are substantially the same as those of the Issuer Securities Plan Addendum as described above. The exceptions are as follows:

 

   

the management securityholders’ rights and obligations under the Sensata Investment Co. Plan Addendum are made with respect to the ordinary shares of Sensata Investment Co. and not the issuer, and also include Sensata Investment Co.’s preferred equity certificates and convertible preferred equity certificates; and

 

   

the provisions found in the Company Management Plan Addendum relating to the tag along rights granted in connection with a sale of Sensata Investment Co. do not apply to the Sensata Investment Co. Plan Agreement.

 

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