Common use of Company Preemptive Rights Clause in Contracts

Company Preemptive Rights. Prior to a Qualified IPO, Echo shall take all Necessary Action (x) to deliver to the Sponsors and Other Investors that are Affiliates of a Sponsor, promptly (and in any event within one (1) Business Day) after its receipt by Echo, any Issuance Notice from the Company under Section 3.07 of the LLC Agreement and (y) at any such Sponsor’s (or Other Investor’s) written election, to cause Echo to take all Necessary Action to exercise its rights under the terms of Section 3.07 of the LLC Agreement, as if such terms applied, mutatis mutandis, to this Agreement, in each case in proportion to each such Sponsor’s (or Other Investor’s) ownership in Echo as of such time of such notice (or, if less, in the amount elected by such Sponsor or Other Investor, as applicable) as if such Sponsor or Other Investor owned Equity Interests directly in the Company. In furtherance of the foregoing, it is the intent of Echo and the Sponsors that each Sponsor and each Other Investor that are Affiliates of a Sponsor shall be entitled to participate in the rights of Echo under Section 3.07 of the LLC Agreement as if such Sponsor or Other Investor, as applicable, were a direct holder of Equity Interests in the Company. If at any time under Section 3.07 of the LLC Agreement new Equity Interests in the Company are offered in connection with Echo’s rights under Section 3.07 of the LLC Agreement, Echo, subject to any limitations under applicable law, shall provide each Sponsor and Other Investors that are Affiliates of a Sponsor with a copy of all applicable notices received from the Company in connection with such offering, promptly (and in any event within one (1) Business Day) after its receipt by Echo, and shall procure that, to the maximum extent possible, each Sponsor and Other Investors that are Affiliates of a Sponsor is given the opportunity to make any applicable elections (subject to the timing requirements of the LLC Agreement and a reasonable amount of time for Echo to pass such elections on to the Company) as if such Sponsor or Other Investor, as applicable, were the direct holder of a number of Equity Interests in Echo equal to its indirect Equity Interests in the Company. To the extent any Sponsor or Other Investor that is an Affiliate of a Sponsor elects to purchase Equity Interests in connection with Section 3.07 of the LLC Agreement, such Sponsor or Other Investor, as applicable, shall contribute the purchase price of such Equity Interests to Echo and Echo shall (i) use such contribution to purchase such Equity Interests and (ii) issue a number of Equity Interests of Echo to such Sponsor or Other Investor, as applicable, determined in accordance with the Echo Ratio such that, as a result of such issuance, such Sponsor or Other Investor, as applicable, shall be the beneficial and indirect owner of the new Equity Interests of the Company acquired by Echo.

Company Preemptive Rights. Prior to a Qualified IPO, Echo shall take all Necessary Action (x) to deliver to the Sponsors and Other Investors that are Affiliates of a SponsorSponsors, promptly (and in any event within one (1) Business Day) after its receipt by Echo, any Issuance Notice from the Company under Section 3.07 of the LLC Agreement and (y) at any such Sponsor’s (or Other Investor’s) written election, to cause Echo to take all Necessary Action to exercise its rights under the terms of Section 3.07 of the LLC Agreement, as if such terms applied, mutatis mutandis, to this Agreement, in each case in proportion to each such Sponsor’s (or Other Investor’s) ownership in Echo as of such time of such notice (or, if less, in the amount elected by such Sponsor or Other Investor, as applicableSponsor) as if such Sponsor or Other Investor owned Equity Interests directly in the Company. In furtherance of the foregoing, it is the intent of Echo and the Sponsors that each Sponsor and each Other Investor that are Affiliates of a Sponsor shall be entitled to participate in the rights of Echo under Section 3.07 of the LLC Agreement as if such Sponsor or Other Investor, as applicable, were a direct holder of Equity Interests in the Company. If at any time under Section 3.07 of the LLC Agreement new Equity Interests in the Company are offered in connection with Echo’s rights under Section 3.07 of the LLC Agreement, Echo, subject to any limitations under applicable law, shall provide each Sponsor and Other Investors that are Affiliates of a Sponsor with a copy of all applicable notices received from the Company in connection with such offering, promptly (and in any event within one (1) Business Day) after its receipt by Echo, and shall procure that, to the maximum extent possible, each Sponsor and Other Investors that are Affiliates of a Sponsor is given the opportunity to make any applicable elections (subject to the timing requirements of the LLC Agreement and a reasonable amount of time for Echo to pass such elections on to the Company) as if such Sponsor or Other Investor, as applicable, were the direct holder of a number of Equity Interests in Echo equal to its indirect Equity Interests in the Company. To the extent any Sponsor or Other Investor that is an Affiliate of a Sponsor elects to purchase Equity Interests in connection with Section 3.07 of the LLC Agreement, such Sponsor or Other Investor, as applicable, shall contribute the purchase price of such Equity Interests to Echo and Echo shall (i) use such contribution to purchase such Equity Interests and (ii) issue a number of Equity Interests of Echo to such Sponsor or Other Investor, as applicable, determined in accordance with the Echo Ratio such that, as a result of such issuance, such Sponsor or Other Investor, as applicable, shall be the beneficial and indirect owner of the new Equity Interests of the Company acquired by Echo.

Company Preemptive Rights. Prior to a Qualified IPO, Echo shall take all Necessary Action (x) to deliver to the Sponsors and Other Investors that are Affiliates of a Sponsor, promptly (and in any event within one (1) Business Day) after its receipt by Echo, any Issuance Notice from the Company under Section 3.07 of the LLC Agreement and (y) at any such Sponsor’s (or Other Investor’s) written election, to cause Echo to take all Necessary Action to exercise its rights under the terms of Section 3.07 of the LLC Agreement, as if such terms applied, mutatis mutandis, to this Agreement, in each case in proportion to each such Sponsor’s (or Other Investor’s) ownership in Echo as of such time of such notice (or, if less, in the amount elected by such Sponsor or Other Investor, as applicable) as if such Sponsor or Other Investor owned Equity Interests directly in the Company. In furtherance of the foregoing, it is the intent of Echo and the Sponsors that each Sponsor and each Other Investor that are Affiliates of a Sponsor shall be entitled to participate in the rights of Echo under Section 3.07 of the LLC Agreement as if such Sponsor or Other Investor, as applicable, were a direct holder of Equity Interests in the Company. If at any time under Section 3.07 of the LLC Agreement new Equity Interests in the Company are offered in connection with Echo’s rights under Section 3.07 of the LLC Agreement, Echo, subject to any limitations under applicable law, shall provide each Sponsor and Other Investors that are Affiliates of a Sponsor with a copy of all applicable notices received from the Company in connection with such offering, promptly (and in any event within one (1) Business Day) after its receipt by Echo, and shall procure that, to the maximum extent possible, each Sponsor and Other Investors that are Affiliates of a Sponsor is given the opportunity to make any applicable elections (subject to the timing requirements of the LLC Agreement and a reasonable amount of time for Echo to pass such elections on to the Company) as if such Sponsor or Other Investor, as applicable, were the direct holder of a number of Equity Interests in Echo equal to its indirect Equity Interests in the Company. To the extent any Sponsor or Other Investor that is an Affiliate of a Sponsor elects to purchase Equity Interests in connection with Section 3.07 of the LLC Agreement, such Sponsor or Other Investor, as applicable, shall contribute the purchase price of such Equity Interests to Echo and Echo shall (i) use such contribution to purchase such Equity Interests and (ii) issue a number of Equity Interests of Echo to such Sponsor or Other Investor, as applicable, determined in accordance with the Echo Ratio such that, as a result of such issuance, such Sponsor or Other Investor, as applicable, shall be the beneficial and indirect owner of the new Equity Interests of the Company acquired by Echo. Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Company Preemptive Rights. Prior to a Qualified IPO, Echo shall take all Necessary Action (x) to deliver to the Sponsors and Other Investors that are Affiliates of a Sponsor, promptly (and in any event within one (1) Business Day) after its receipt by Echo, any Issuance Notice from the Company under Section 3.07 of the LLC Agreement and (y) at any such Sponsor’s (or Other Investor’s) written election, to cause Echo to take all Necessary Action to exercise its rights under the terms of Section 3.07 of the LLC Agreement, as if such terms applied, mutatis mutandis, to this Agreement, in each case in proportion to each such Sponsor’s (or Other Investor’s) ownership in Echo as of such time of such notice (or, if less, in the amount elected by such Sponsor or Other Investor, as applicable) as if such Sponsor or Other Investor owned Equity Interests directly in the Company. In furtherance of the foregoing, it is the intent of Echo and the Sponsors that each Sponsor and each Other Investor that are Affiliates of a Sponsor shall be entitled to participate in the rights of Echo under Section 3.07 of the LLC Agreement as if such Sponsor or Other Investor, as applicable, were a direct holder of Equity Interests in the Company. If at any time under Section 3.07 of the LLC Agreement new Equity Interests in the Company are offered in connection with Echo’s rights under Section 3.07 of the LLC Agreement, Echo, subject to any limitations under applicable law, shall provide each Sponsor and Other Investors that are Affiliates of a Sponsor with a copy of all applicable notices received from the Company in connection with such offering, promptly (and in any event within one (1) Business Day) after its receipt by Echo, and shall procure that, to the maximum extent possible, each Sponsor and Other Investors that are Affiliates of a Sponsor is given the opportunity to make any applicable elections (subject to the timing requirements of the LLC Agreement and a reasonable amount of time for Echo to pass such elections on to the Company) as if such Sponsor or Other Investor, as applicable, were the direct holder of a number of Equity Interests in Echo equal to its indirect Equity Interests in the Company. To the extent any Sponsor or Other Investor that is an Affiliate of a Sponsor elects to purchase Equity Interests in connection with Section 3.07 of the LLC Agreement, such Sponsor or Other Investor, as applicable, shall contribute the purchase price of such Equity Interests to Echo and Echo shall (i) use such contribution to purchase such Equity Interests and (ii) issue a number of Equity Interests of Echo to such Sponsor or Other Investor, as applicable, determined in accordance with the Echo Ratio such that, as a result of such issuance, such Sponsor or Other Investor, as applicable, shall be the beneficial and indirect owner of the new Equity Interests of the Company acquired by Echo. The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.