Common use of Registration Statement; Information Clause in Contracts

Registration Statement; Information. (a) As promptly as practicable after the receipt of a written demand from Xxxxx (provided he continues to hold beneficially at least 10% of the issued and outstanding shares of Common Stock and such shares are not freely transferable under Rule 144 without any discount in price due to the volume or other limitations imposed by such Rule), 4Health shall prepare and file with the Commission a registration statement on Form X-0, X-0 or S-3 (the "Registration Statement") registering the shares of 4Health Common Stock issued in connection with the Merger. 4Health shall use its best efforts to cause such Registration Statement to be declared effective by the Commission as promptly as practicable and shall furnish each holder of 4Health Common Stock whose shares are being registered (a "Selling Stockholder") with a reasonable number of copies of the prospectus included in such Registration Statement for use in connection with any sales of its Stock as soon as practicable after such Registration Statement is declared effective by the Commission. 4Health agrees to bear all of the costs associated with the preparation and filing of such Registration Statement, including all filing fees, legal, accounting and printing costs but shall not be required to pay the legal or accounting costs or underwriting fees and expenses, if any, incurred by any Selling Stockholder. If such Registration Statement is on Form S-1 or S-2, 4Health shall prepare and file with the Commission all Post-Effective Amendments necessary to keep such Registration Statement current for the period ending on the earlier of (i) the sale of all the shares of 4Health Common Stock included in such Registration Statement or (ii) the second anniversary of the Effective Time. The inclusion of any such shares of 4Health Common Stock in such Registration Statement shall be contingent upon the receipt from the Selling Stockholder all such information required to be disclosed in a registration statement under the Securities Act by selling stockholders pursuant to applicable rules and regulations promulgated by the Commission. In the event that such shares of 4Health Common Stock are to be included in an underwritten offering by 4Health, the amount of shares that may be included in such offering shall be subject to a pro rata reduction if, in the opinion of the managing underwriter, such reduction is advisable in order to permit an orderly distribution, but not below 25% of the total number of shares comprising such underwritten offering. Xxxxx shall be entitled to make no more than three such demands for registration, provided that all of the shares sought to be registered under the first such demand were not sold as provided in such Registration Statement within the time provided therefor. At Xxxxx'x election any Prospectus to be included in any such Registration Statement shall contain the disclosure set forth in Schedule 6.02(a) attached hereto. (b) 4Health hereby represents and warrants to IN and Xxxxx that the information contained in the Registration Statement, the Proxy Materials (other than information to be furnished by IN or the Selling Stockholders) shall not, at the time the Registration Statement is declared effective by the Commission and the Proxy Materials are mailed to 4Health stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that 4Health is responsible for filing with the Commission in connection with the transactions contemplated herein shall comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) IN and Xxxxx jointly and severally represent and warrant to 4Health that the information to be supplied by IN and Xxxxx for inclusion in the definitive Proxy Materials, at the time the Proxy Materials are mailed to 4Health stockholders and by Xxxxx for inclusion in the Registration Statement, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) 4Health agrees to indemnify and hold harmless, to the full extent permitted by law, IN, its officers, directors, stockholders (including, without limitation, Xxxxx), employees, agents, attorneys, investment advisers and underwriters, and each Person who controls IN within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or is under common control with, or is controlled by, IN, together with the partners, officers, directors, stockholders, employees and agents of such controlling Person (collectively, the "Indemnified Persons"), from and against all losses, claims, damages, liabilities and expenses (including without limitation any legal or other fees and expenses incurred by an Indemnified Person in connection with defending or investigating any action or claim in respect thereof) (collectively, the "Damages") to which an Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Damages (or proceedings in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement (or any amendment thereto) including, without limitation, any Prospectus or Supplement thereto contained therein, pursuant to which any 4Health Common Stock issued in the Merger was registered under the Securities Act, or in any Proxy Materials furnished to 4Health stockholders in connection herewith and any supplements or amendments thereto, including all documents incorporated therein by reference, or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as such Damages arise out of or are based upon any such untrue statement or omission based upon information furnished in writing to 4Health by the Indemnified Person expressly for use therein; PROVIDED, HOWEVER, that 4Health shall not be liable to the Indemnified Person under this Section 6.02(d) to the extent that any such Damages were caused by the fact that the Indemnified Person sold 4Health Common Stock to a person as to whom it shall be established that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if, and only if, 4Health has previously furnished copies of such amended or supplemented Prospectus to such Indemnified Person.

Registration Statement; Information. (a1) As If at any time IN proposes to register any of its Common Stock under the Securities Act for sale to the public (such sale being hereinafter referred to as a "Public Offering"), except with respect to registration statements on Forms X-0, X-0 or their then equivalents, until such time as the Merger Consideration shall become transferable under the Securities Act pursuant to Rule 144 promulgated thereunder, IN shall give written notice to each Selling Shareholder of its intention to do so. Upon the written request of any Selling Shareholder, received by IN within thirty (30) days after the giving of any such notice by IN to include in the registration statement with respect to such Public Offering (each, a "Piggyback Registration Statement") any of his Merger Consideration (which request shall state the intended method of disposition thereof), IN shall use its best efforts to cause such shares to be included in the securities to be sold in such Public Offering, all to the extent requisite to permit the sale or other disposition by each requesting Selling Shareholder (in accordance with his written request) of his shares. (2) Once and only once, as promptly as practicable after the receipt of a written demand from Xxxxx a majority in number of the Selling Shareholders (provided he continues they continue to hold beneficially at least 10% of the 70,000 issued and outstanding shares of IN Common Stock and such shares are not freely transferable under Rule 144 without any discount in price due to the volume or other limitations imposed by such Rule), 4Health IN shall prepare and file with the Commission a registration statement on Form X-0, X-0 or S-3 S-3, or their then equivalent (the "Demand Registration Statement", and together with any Piggyback Registration Statements, the "Registration Statements") registering the shares of 4Health IN Common Stock issued in connection with the Merger. 4Health IN shall use its best efforts to cause such Demand Registration Statement to be declared effective by the Commission as promptly as practicable and practicable. (3) IN shall furnish each holder of 4Health Common Stock Selling Shareholders whose shares are being registered (a "Selling Stockholder") on any Registration Statement with a reasonable number of copies of the prospectus included in such Registration Statement for use in connection with any sales of its Stock his shares as soon as practicable after such Registration Statement is declared effective by the Commission. 4Health IN agrees to bear all of the costs associated with the preparation and filing of such any Registration Statement, including all filing fees, legal, accounting and printing costs but shall not be required to pay the legal or accounting costs or underwriting fees and expenses, if any, incurred by any Selling StockholderShareholder. If such a Demand Registration Statement is on Form S-1 or S-2, 4Health IN shall prepare and file with the Commission all Post-Post- Effective Amendments necessary to keep such Registration Statement current for the period ending on the earlier of (i) the sale of all the shares of 4Health IN Common Stock included in such Registration Statement or (ii) the second anniversary of the Effective Time. The inclusion of any such Selling Shareholders shares of 4Health IN Common Stock in such any Registration Statement shall be contingent upon the receipt from the such Selling Stockholder Shareholder of all such information required to be disclosed in a registration statement the Registration Statement under the Securities Act by selling stockholders the Selling Shareholder pursuant to applicable rules and regulations promulgated by the Commission. In the event that such shares of 4Health Common Stock are to be included in an underwritten offering by 4Health, the amount of shares that may be included in such offering shall be subject to a pro rata reduction if, in the opinion of the managing underwriter, such reduction is advisable in order to permit an orderly distribution, but not below 25% of the total number of shares comprising such underwritten offering. Xxxxx shall be entitled to make no more than three such demands for registration, provided that all of the shares sought to be registered under the first such demand were not sold as provided in such Registration Statement within the time provided therefor. At Xxxxx'x election any Prospectus to be included in any such Registration Statement shall contain the disclosure set forth in Schedule 6.02(a) attached hereto. (b4) 4Health IN hereby represents and warrants to IN and Xxxxx each Selling Shareholder that the information contained in the any Registration Statement, the Proxy Materials Statement including Merger Consideration (other than information to be furnished by IN or the Selling StockholdersShareholders) shall not, at the time the Registration Statement is declared effective by the Commission and the Proxy Materials are mailed to 4Health IN stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that 4Health IN is responsible for filing with the Commission in connection with the transactions contemplated herein shall comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c5) Each Selling Shareholder represents and warrants to IN and Xxxxx jointly and severally represent and warrant to 4Health that the information to be supplied by IN and Xxxxx such Selling Shareholder for inclusion in the definitive Proxy Materials, at the time the Proxy Materials are mailed to 4Health stockholders and by Xxxxx for inclusion in the any Registration Statement, Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d6) 4Health agrees If any offering of IN Common Stock pursuant to indemnify a Registration Statement is an underwritten public offering and hold harmless, the managing underwriter determines in good faith and advises IN in writing that the number of shares of IN Common Stock which IN proposes to the full extent permitted by law, IN, its officers, directors, stockholders (including, without limitation, Xxxxx), employees, agents, attorneys, investment advisers and underwriters, and each Person who controls IN within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or is offer under common control with, or is controlled by, INsuch Registration Statement, together with the partnersMerger Consideration and other shares of Common Stock requested to be included in such Registration Statement by the holders of securities having registration rights similar to those of this Section 6.02, officersexceeds the number of shares of equity securities it is advisable to offer and sell at such time, directorsthen the number of shares to be sold by IN, stockholderseach Selling Shareholder and such other shareholders shall be reduced pro-rata; provided that the number of shares to be sold by IN, employees each requesting Selling Shareholder and agents such other shareholders after such reduction shall be allocated among IN, each requesting Selling Shareholder and such other shareholders such that IN shall have the right to have offered no less than 75% of such controlling Person (collectivelythe original number of shares proposed or requested by IN to be registered. Notwithstanding the foregoing provisions, IN may withdraw any Piggyback Registration Statement referred to in this Section 6.02 without thereby incurring any liability to any Selling Shareholder provided that IN withdraws the "Indemnified Persons"), from and against all losses, claims, damages, liabilities and expenses (including without limitation any legal or other fees and expenses incurred by an Indemnified Person in connection with defending or investigating any action or claim in respect thereof) (collectively, the "Damages") entire registration statement to which an Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Damages (or proceedings in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of material fact contained in any Piggyback Registration Statement (or any amendment thereto) including, without limitation, any Prospectus or Supplement thereto contained therein, pursuant to which any 4Health Common Stock issued in the Merger was registered under the Securities Act, or in any Proxy Materials furnished to 4Health stockholders in connection herewith and any supplements or amendments thereto, including all documents incorporated therein by reference, or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as such Damages arise out of or are based upon any such untrue statement or omission based upon information furnished in writing to 4Health by the Indemnified Person expressly for use therein; PROVIDED, HOWEVER, that 4Health shall not be liable to the Indemnified Person under this Section 6.02(d) to the extent that any such Damages were caused by the fact that the Indemnified Person sold 4Health Common Stock to a person as to whom it shall be established that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if, and only if, 4Health has previously furnished copies of such amended or supplemented Prospectus to such Indemnified Personrelates.

Registration Statement; Information. (a) As If at any time IN proposes to register any of its Common Stock under the Securities Act for sale to the public (such sale being hereinafter referred to as a "Public Offering"), except with respect to registration statements on Forms X-0, X-0 or their then equivalents, until such time as the Merger Consideration shall become transferable under the Securities Act pursuant to Rule 144 promulgated thereunder, IN shall give written notice to each Selling Shareholder of its intention to do so. Upon the written request of any Selling Shareholder, received by IN within thirty (30) days after the giving of any such notice by IN to include in the registration statement with respect to such Public Offering (each, a "Piggyback Registration Statement") any of his Merger Consideration (which request shall state the intended method of disposition thereof), IN shall use its best efforts to cause such shares to be included in the securities to be sold in such Public Offering, all to the extent requisite to permit the sale or other disposition by each requesting Selling Shareholder (in accordance with his written request) of his shares. (b) Once and only once, as promptly as practicable after the receipt of a written demand from Xxxxx a majority in number of the Selling Shareholders (provided he continues they continue to hold beneficially at least 10% of the 70,000 issued and outstanding shares of IN Common Stock and such shares are not freely transferable under Rule 144 without any discount in price due to the volume or other limitations imposed by such Rule), 4Health IN shall prepare and file with the Commission a registration statement on Form X-0, X-0 or S-3 S-3, or their then equivalent (the "Demand Registration Statement", and together with any Piggyback Registration Statements, the "Registration Statements") registering the shares of 4Health IN Common Stock issued in connection with the Merger. 4Health IN shall use its best efforts to cause such Demand Registration Statement to be declared effective by the Commission as promptly as practicable and practicable. (c) IN shall furnish each holder of 4Health Common Stock Selling Shareholders whose shares are being registered (a "Selling Stockholder") on any Registration Statement with a reasonable number of copies of the prospectus included in such Registration Statement for use in connection with any sales of its Stock his shares as soon as practicable after such Registration Statement is declared effective by the Commission. 4Health IN agrees to bear all of the costs associated with the preparation and filing of such any Registration Statement, including all filing fees, legal, accounting and printing costs but shall not be required to pay the legal or accounting costs or underwriting fees and expenses, if any, incurred by any Selling StockholderShareholder. If such a Demand Registration Statement is on Form S-1 or S-2, 4Health IN shall prepare and file with the Commission all Post-Effective Amendments necessary to keep such Registration Statement current for the period ending on the earlier of (i) the sale of all the shares of 4Health IN Common Stock included in such Registration Statement or (ii) the second anniversary of the Effective Time. The inclusion of any such Selling Shareholders shares of 4Health IN Common Stock in such any Registration Statement shall be contingent upon the receipt from the such Selling Stockholder Shareholder of all such information required to be disclosed in a registration statement the Registration Statement under the Securities Act by selling stockholders the Selling Shareholder pursuant to applicable rules and regulations promulgated by the Commission. In the event that such shares of 4Health Common Stock are to be included in an underwritten offering by 4Health, the amount of shares that may be included in such offering shall be subject to a pro rata reduction if, in the opinion of the managing underwriter, such reduction is advisable in order to permit an orderly distribution, but not below 25% of the total number of shares comprising such underwritten offering. Xxxxx shall be entitled to make no more than three such demands for registration, provided that all of the shares sought to be registered under the first such demand were not sold as provided in such Registration Statement within the time provided therefor. At Xxxxx'x election any Prospectus to be included in any such Registration Statement shall contain the disclosure set forth in Schedule 6.02(a) attached hereto. (bd) 4Health IN hereby represents and warrants to IN and Xxxxx each Selling Shareholder that the information contained in the any Registration Statement, the Proxy Materials Statement including Merger Consideration (other than information to be furnished by IN or the Selling StockholdersShareholders) shall not, at the time the Registration Statement is declared effective by the Commission and the Proxy Materials are mailed to 4Health IN stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that 4Health IN is responsible for filing with the Commission in connection with the transactions contemplated herein shall comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (ce) Each Selling Shareholder represents and warrants to IN and Xxxxx jointly and severally represent and warrant to 4Health that the information to be supplied by IN and Xxxxx such Selling Shareholder for inclusion in the definitive Proxy Materials, at the time the Proxy Materials are mailed to 4Health stockholders and by Xxxxx for inclusion in the any Registration Statement, Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (df) 4Health agrees If any offering of IN Common Stock pursuant to indemnify a Registration Statement is an underwritten public offering and hold harmless, the managing underwriter determines in good faith and advises IN in writing that the number of shares of IN Common Stock which IN proposes to the full extent permitted by law, IN, its officers, directors, stockholders (including, without limitation, Xxxxx), employees, agents, attorneys, investment advisers and underwriters, and each Person who controls IN within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or is offer under common control with, or is controlled by, INsuch Registration Statement, together with the partnersMerger Consideration and other shares of Common Stock requested to be included in such Registration Statement by the holders of securities having registration rights similar to those of this Section 6.02, officersexceeds the number of shares of equity securities it is advisable to offer and sell at such time, directorsthen the number of shares to be sold by IN, stockholderseach Selling Shareholder and such other shareholders shall be reduced pro-rata; provided that the number of shares to be sold by IN, employees each requesting Selling Shareholder and agents such other shareholders after such reduction shall be allocated among IN, each requesting Selling Shareholder and such other shareholders such that IN shall have the right to have offered no less than 75% of such controlling Person (collectivelythe original number of shares proposed or requested by IN to be registered. Notwithstanding the foregoing provisions, IN may withdraw any Piggyback Registration Statement referred to in this Section 6.02 without thereby incurring any liability to any Selling Shareholder provided that IN withdraws the "Indemnified Persons"), from and against all losses, claims, damages, liabilities and expenses (including without limitation any legal or other fees and expenses incurred by an Indemnified Person in connection with defending or investigating any action or claim in respect thereof) (collectively, the "Damages") entire registration statement to which an Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Damages (or proceedings in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of material fact contained in any Piggyback Registration Statement (or any amendment thereto) including, without limitation, any Prospectus or Supplement thereto contained therein, pursuant to which any 4Health Common Stock issued in the Merger was registered under the Securities Act, or in any Proxy Materials furnished to 4Health stockholders in connection herewith and any supplements or amendments thereto, including all documents incorporated therein by reference, or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as such Damages arise out of or are based upon any such untrue statement or omission based upon information furnished in writing to 4Health by the Indemnified Person expressly for use therein; PROVIDED, HOWEVER, that 4Health shall not be liable to the Indemnified Person under this Section 6.02(d) to the extent that any such Damages were caused by the fact that the Indemnified Person sold 4Health Common Stock to a person as to whom it shall be established that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if, and only if, 4Health has previously furnished copies of such amended or supplemented Prospectus to such Indemnified Personrelates.