1
EXHIBIT 4.3
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is entered into
March 29, 1999 by and among QuadraMed Corporation, a Delaware corporation
("QuadraMed"), on the one hand, and Xxxx Xxxxx, Xxxx Xxxxxx, Xxxxxxx X. Xxxxxx
and The Xxxxxx Children's Non-Revocable Trust dated January 1, 1993, who are all
of the shareholders (the "Shareholders") of Pro Intermed, Inc., a California
corporation (the "Company"), and Xxxxx X. Xxxxxxx, who is the holder of certain
options to purchase Common Stock of the Company (the "Optionee" and together
with the Shareholders, the "QuadraMed Stockholders"), on the other hand.
WHEREAS, pursuant to that certain Acquisition Agreement and Plan of
Merger of even date herewith by and among QuadraMed and Pro Intermed Acquisition
Corporation, a Delaware corporation ("Acquisition Co."), on the one hand, and
the Company and the QuadraMed Stockholders, on the other hand, (the "Merger
Agreement"), (i) Acquisition Co. shall be merged with and into the Company (the
"Merger") and (ii) by virtue of the Merger, the QuadraMed Stockholders shall
receive 660,000 shares of QuadraMed Common Stock (the "Shares") in exchange for
(i) each issued and outstanding share of Company Common Stock held by the
Shareholders (ii) the exercise of the options held by the Optionee.
WHEREAS, QuadraMed desires to grant certain registration rights for the
Shares, and QuadraMed and the QuadraMed Stockholders desire that this Agreement
shall govern the rights of the QuadraMed Stockholders to cause QuadraMed to
register the Shares, as well as certain other matters as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by each signatory hereto, it is agreed as
follows:
1. Definitions.
(a) The terms "register", "registered," and "registration"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act (as defined
below), and the declaration or ordering of effectiveness of such registration
statement or document.
(b) The term "Registrable Securities" means (i) the Shares
issued to the QuadraMed Stockholders pursuant to the Merger Agreement and (ii)
any Common Stock issued or issuable with respect to the securities referred to
in clause (i) by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Registrable Securities, such securities
will cease to be Registrable Securities when they have been distributed to the
public pursuant to an offering registered under the Securities Act or sold to
the public through a broker, dealer or market maker in compliance with any
exemption under the Securities Act, including, without limitation, Rule 144
promulgated by the SEC (as defined below) under the Securities Act (or any
similar rule then in force).
2
(c) A person will be deemed to be a "Holder" of Registrable
Securities whenever such person owns or has the right to acquire directly or
indirectly such Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitation upon the exercise of such right), whether or not such
acquisition has actually been effected.
(d) The term "Form S-3" means such form under the Securities
Act as in effect on the date hereof or any comparable or successor form under
the Securities Act subsequently adopted by the SEC which permits inclusion or
incorporation of substantial information by reference to other documents filed
by QuadraMed with the SEC.
(e) The term "Securities Act" means the Securities Act of
1933, as amended.
(f) The term "1934 Act" means the Securities Exchange Act of
1934, as amended.
(g) The term "SEC" means the Securities and Exchange
Commission.
(h) The term "Termination Date" shall mean the last day at the
end of the shorter of (i) one (1) year from the filing of the registration
statement pursuant to Section 2 below, (ii) such shorter period that will
terminate when all Registrable Securities can be sold within any three (3) month
period without registration under the Securities Act or in compliance with Rule
144 and (iii) such shorter period that will terminate when all Registrable
Securities have been disposed of by the Holders.
2. Registration.
(a) As soon as practicable after such time after the Effective
Date of the Merger (as defined in the Merger Agreement) as QuadraMed has
publicly released a report including the combined financial results of QuadraMed
and for a period of at least thirty (30) days of combined operations of
QuadraMed and the Company within the meaning of Accounting Series Release No.
130, as amended, of the SEC, QuadraMed shall prepare and file with the SEC a
registration statement on Form S-3 (or, if Form S-3 is not then available, on
such form of registration statement as is then available to effect a
registration of the Registrable Securities, subject to the consent of the
Holders, which consent will not be unreasonably withheld) covering the resale of
the Registrable Securities. QuadraMed shall use its best efforts to obtain
effectiveness of the registration statement as soon as practicable. QuadraMed
represents and warrants that it meets the registrant eligibility and transaction
requirements for the use of Form S-3 for registration of the sale by the Holders
of the Registrable Securities and QuadraMed shall file all reports required to
be filed by QuadraMed with the SEC in a timely manner so as to maintain such
eligibility for the use of Form S-3. QuadraMed shall also use its best efforts
to include the Registrable Securities in any Secondary Offering (as defined in
Section 2(c) of that certain Registration Rights Agreement dated as of March 3,
1999 by and among QuadraMed and certain of the stockholders of The Compucare
Company (the "Compucare Registration Rights
3
Agreement")) and subject to the terms and conditions of the Compucare
Registration Rights Agreement (subject to pro rata cutback with respect to all
Other Participants (as defined in Compucare Registration Rights Agreement) in
the discretion of QuadraMed and the underwriters and execution of all applicable
agreements).
(b) If QuadraMed shall furnish to the Holders requesting
registration under this Section 2 a certificate in writing, signed by the Chief
Executive Officer or Chairman of QuadraMed, stating that in the good faith
judgment of the Board of Directors of QuadraMed, it would be seriously
detrimental to QuadraMed and its stockholders for such registration statement to
be effected at such time, QuadraMed shall have the right to defer such filing
for a period of not more than one hundred twenty (120) days after receipt of the
request of the initiating Holders, provided that such right to delay a request
shall be exercised by QuadraMed not more than once in any twelve (12) month
period.
3. Obligations of QuadraMed. In connection with the registration of the
Registrable Securities, QuadraMed shall have the following obligations:
(a) QuadraMed shall prepare and file with the SEC a
registration statement with respect to the Registrable Securities and thereafter
shall use its best efforts to cause such registration statement to become
effective as soon as possible after filing and shall keep such registration
statement effective at all times until the Termination Date.
(b) QuadraMed shall prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to keep
the registration statement effective at all times and to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.
(c) QuadraMed shall furnish to the QuadraMed Stockholders and
their legal counsel promptly after the same is prepared and publicly
distributed, filed with the SEC, or received by QuadraMed, one (1) copy of the
registration statement and any amendment thereto, each preliminary prospectus
and prospectus and each amendment or supplement thereto. QuadraMed shall furnish
to the Holders such numbers of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them. QuadraMed will immediately
notify each Holder by facsimile of the effectiveness of the registration
statement or any post-effective amendment. QuadraMed will promptly respond to
any and all comments received from the SEC, with a view towards causing any
registration statement or any amendment thereto to be declared effective by the
SEC as soon as practicable and shall promptly file an acceleration request as
soon as practicable following the resolution or clearance of all SEC comments,
or, if applicable, following notification by the SEC that the registration
statement or any amendment thereto will not be subject to review. QuadraMed
hereby agrees to keep the QuadraMed Stockholders apprised of the status of the
registration statement.
4
(d) QuadraMed shall use its best efforts to (i) register and
qualify the securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as shall be reasonably
requested by the Holders, (ii) prepare and file in those jurisdictions such
amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof and (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times, provided
that QuadraMed shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions.
(e) As promptly as practicable, QuadraMed shall notify each
Holder of Registrable Securities covered by such registration statement at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing and QuadraMed shall use its best
efforts promptly to prepare a supplement or amendment to the registration
statement to correct such untrue statement or omission, and deliver such number
of copies of such supplement or amendment to each Holder as such Holder may
reasonably request.
(f) QuadraMed shall use its best efforts to prevent the
issuance of any stop order or other suspension of effectiveness of a
registration statement, and, if such an order is issued, to obtain the
withdrawal of such order as soon as practicable and to notify each Holder who
holds Registrable Securities being sold (or, in the event of an underwritten
offering, the managing underwriters) of the issuance of such order and the
resolution thereof.
(g) QuadraMed shall permit the QuadraMed Stockholders and
their counsel designated by the QuadraMed Stockholders to review the
registration statement and all amendments and supplements thereto (as well as
all requests for acceleration or effectiveness thereof) a reasonable period of
time prior to their filing with the SEC, and not file any document in a form to
which such counsel reasonably objects and will not request acceleration of the
registration statement without prior notice to such counsel. The sections of the
registration statement covering information with respect to the Holders, the
Holders' beneficial ownership of securities of QuadraMed or the Holders intended
method of disposition of Registrable Securities shall conform to the information
provided to QuadraMed by each of the Holders.
(h) At the request of any Holder, QuadraMed shall (i) furnish,
on the date of effectiveness of the registration statement an opinion, dated as
of such date, from counsel representing QuadraMed for purposes of such
registration statement, in form, scope and substance as is customarily given and
(ii) use its best efforts to furnish, on the date of the effectiveness of the
registration statement, a letter, dated such date, from QuadraMed's independent
certified public accountants in form and substance as is customarily given by
independent certified public accountants.
5
(i) QuadraMed shall hold in confidence and not make any
disclosure of information concerning any Holder provided to QuadraMed unless (i)
disclosure of such information is necessary to comply with federal or state
securities laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any registration statement, (iii) the
release of such information is ordered pursuant to a subpoena or other order
from a court of governmental body of competent jurisdiction or (iv) such
information has been made generally available to the public other than by
disclosure in violation of this or any other agreement. QuadraMed agrees that it
shall, upon learning that disclosure of such information concerning a Holder is
sought in or by a court of governmental body of competent jurisdiction or
through other means, give prompt notice to such Holder prior to making such
disclosure, and allow the Holder, at its expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, such
information.
(j) QuadraMed shall (i) cause all the Registrable Securities
covered by the registration statement to be listed on each national securities
exchange on which securities of the same class or series issued by QuadraMed are
then listed, if any, if the listing of such Registrable Securities is then
permitted under the rules of such exchange, or (ii) secure the designation and
quotation, of all the Registrable Securities covered by the registration
statement on the Nasdaq National Market.
(k) QuadraMed shall provide a transfer agent and registrar,
which may be a single entity, for the Registrable Securities not later than the
effective date of the registration statement.
(l) QuadraMed shall cooperate with the Holders who hold
Registrable Securities being offered to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legends) representing
Registrable Securities to be offered pursuant to the registration statement and
enable such certificates to be in such denominations or amounts, as the case may
be, as the Holders may reasonably request and registered in such names as the
managing underwriter or underwriters, if any, or the Holders may request, and,
within three (3) business days after a registration statement which includes
Registrable Securities is ordered effective by the SEC, QuadraMed shall deliver,
and shall cause legal counsel selected by QuadraMed to deliver, to the transfer
agent for the Registrable Securities (with copies to the Holders whose
Registrable Securities are included in such registration statement) a letter of
instruction and an opinion of such counsel in the usual and customary form and
satisfactory to such transfer agent.
4. Furnish Information. It shall be a condition precedent to the
obligations of QuadraMed to complete the registration pursuant to this Agreement
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to QuadraMed such information regarding himself or itself,
the Registrable Securities held by him or it, and the intended method of
disposition of such securities as shall be reasonably required to effect the
registration of such Holder's Registrable Securities.
5. Expenses of Registration. All expenses incident to QuadraMed's
performance or
6
compliance with the Agreement, including, without limitation, all registration,
filing, listing and qualification fees, printer's fees and fees and
disbursements of counsel, independent certified public accountants and all other
persons retained by QuadraMed and all reasonable fees and expenses for separate
counsel, if any, retained by the holders of the Registrable Securities in
connection with such registration (collectively, the "Registration Expenses"),
will be borne by QuadraMed. Notwithstanding the foregoing, the Holders of the
Registrable Securities shall be obligated to pay, pro rata among the Holder of
the Registrable Securities on the basis of the number of securities owned by
each such Holder the underwriting discounts and commission relating to the
Registrable Securities included in any registration hereunder.
6. Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Agreement.
7. Indemnification. In the event any Registrable Securities are
included in a registration statement under this Agreement:
(a) To the extent permitted by law, QuadraMed will indemnify,
hold harmless and defend (i) each Holder or QuadraMed Stockholder, (ii) the
directors, officers, partners, employees, agents and each other person who
controls any Holder or QuadraMed Stockholder within the meaning of the
Securities Act or the 1934 Act, (iii) any underwriter (as defined in the
Securities Act) for the Holders and (iv) the directors, officers, partners,
employees and each person who controls any such underwriter within the meaning
of the Securities Act or the 1934 Act, if any (each, an "Indemnified Person"),
against any losses, claims, damages, liabilities or expenses (joint or several)
(collectively, together with actions, proceedings or inquiries by any regulatory
or self-regulatory organization, whether commenced or threatened, in respect
thereof, "Claims") to which any of them may become subject, insofar as such
Claims arise out of or are based upon any of the following statements, omissions
or violations (collectively a "Violation"): (a) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (b) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading or (c) any violation or alleged
violation by QuadraMed of the Securities Act, the 1934 Act, any state securities
law or other law or any rule or regulation promulgated under the Securities Act
or the 1934 Act or any state securities law or other law; and QuadraMed will pay
to each such Indemnified Person, as incurred, any legal or other expenses
reasonably incurred such Indemnified Person in connection with investigating or
defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 7(a) shall not apply to amounts paid in settlement of
any such Claim if such settlement is effected without the consent of QuadraMed
(which consent shall not be unreasonably withheld), nor shall QuadraMed be
liable in any such case for any such Claim to the extent that it arises out of
or is based upon a Violation which occurs in reliance upon and in conformity
with written information furnished expressly for use in connection with such
registration by any such Holder.
(b) In connection with any registration statement in which a
Holder is
7
participating, to the extent permitted by law, each such selling Holder
severally and not jointly will indemnify and hold harmless QuadraMed, each of
its directors, each of its officers who has signed the registration statement,
any underwriter, any other Holder selling securities in such registration
statement and any controlling person of any such underwriter or other Holder and
each person, if any, who controls QuadraMed within the meaning of the Securities
Act, against any Claims to which any of the foregoing persons may become
subject, under the Securities Act or the 1934 Act or other federal or state law,
insofar as such Claims arise out of or are based upon any Violation by such
Holder, in each case to the extent (and only to the extent) that such Violation
occurs by reason of reliance upon and in conformity with written information
furnished to QuadraMed by such Holder expressly for use in connection with such
registration; and each such Holder will pay, as incurred, any legal or other
expenses reasonably incurred by any person intended to be indemnified pursuant
to this Section 7(b), in connection with investigating or defending any such
Claim; provided, however, that the indemnity agreement contained in this Section
7(b) shall not apply to amounts paid in settlement of any such Claim if such
settlement is effected without the consent of the Holder (which consent shall
not be unreasonably withheld); provided, further, that the Holder shall be
liable under this Agreement (including this Section 7(b) and Section 8 below)
only for that amount as does not exceed the net proceeds to such Holder as a
result of the sale of Registrable Securities pursuant to such registration
statement.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a Claim in respect thereof
is to be made against any indemnifying party under this Section 7, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel (to
be selected by Holders holding a majority of the Registrable Securities included
in the registration statement), with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action, if prejudicial to its ability to defend such action, shall
relieve such indemnifying party to the extent of such prejudice of any liability
to the indemnified party under this Section 7, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 7.
(d) No indemnifying party, in the defense of any Claim arising
out of a Violation shall, except with the consent of each indemnified party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect to such
Claim and, in the event the terms of such judgment or settlement include any
term other than the payment by the indemnifying party of money damages, the
indemnifying
8
party shall not so consent or enter into such a settlement without the consent
of each indemnified party (which will not be unreasonably withheld) whether or
not the terms thereof include such a release.
(e) The obligations of QuadraMed and Holders under this
Section 7 shall survive the completion of any offering of Registrable Securities
in a registration statement under this Agreement, and otherwise.
8. Contribution. To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable under Section 7 above to the fullest extent permitted by law; provided,
however, that (i) no contribution shall be made under circumstances where the
maker would not have been liable for indemnification under the fault standards
set forth in Section 7 above, (ii) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of Registrable
Securities who was not guilty of such fraudulent misrepresentation and (iii)
contribution (together with any indemnification or other obligations under this
Agreement) by any seller of Registrable Securities shall be limited in amount to
the net amount of proceeds received by such seller from the sale of such
Registrable Securities.
9. Reports Under 1934 Act. With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of QuadraMed to the public without registration or pursuant to a
registration on Form S-3, QuadraMed agrees to:
(a) make and keep public information available, as those terms
are understood and defined in SEC Rule 144;
(b) file with the SEC in a timely manner all reports and other
documents required of QuadraMed under the Securities Act and the 1934 Act; and
(c) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by
QuadraMed that it has complied with the reporting requirements of SEC Rule 144,
Securities Act and the 1934 Act or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3, (ii) a copy of the most recent
annual or quarterly report of QuadraMed and such other reports and documents so
filed by QuadraMed and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the SEC which
permits the selling of any such securities without registration or pursuant to
such form.
10. Assignment of Registration Rights. A Holder may assign its rights
under this Agreement (but only with all related obligations) to a transferee or
assignee of such securities, provided that, such transferee holds a minimum of
fifty thousand (50,000) shares of Registrable Securities and within a reasonable
time after such transfer, QuadraMed is furnished with written notice of the name
and address of such transferee or assignee and the securities with respect to
9
which such registration rights are being assigned; provided, further, that such
assignment shall be effective only if immediately following such transfer the
further disposition of such securities by the transferee or assignee is
restricted under the Securities Act.
11. Amendment of Registration Rights. Any provision of the Agreement
may be amended and the observance thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with the
written consent of QuadraMed and the Holders of a majority of the Registrable
Securities then outstanding. Any amendment or waiver effected in accordance with
this paragraph shall be binding upon each Holder of any Registrable Securities
then outstanding, each future holder of all such Registrable Securities and
QuadraMed.
12. Miscellaneous.
(a) Successors and Assigns. All covenants and agreements in
the Agreement by or on behalf of any of the parties hereto will bind and inure
to the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of the Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities.
(b) Counterparts; Facsimile. This Agreement may be executed in
any number of counterparts and any party hereto may execute any such
counterpart, each of which when executed and delivered shall be deemed to be an
original and all of which counterparts taken together shall constitute but one
and the same instrument. This Agreement shall become effective, and binding upon
QuadraMed on the date hereof and upon each Holder when such Holder signs and
returns the counterpart signature page attached hereto.
(c) Descriptive Headings; Interpretation. The descriptive
headings of this Agreement are inserted for convenience only and do not
constitute a section of this Agreement.
(d) Severability. Whenever possible each provision and term of
this Agreement will be interpreted in a manner to be effective and valid but if
any provision or term of this Agreement is held to be prohibited by law or
invalid, then such provision or term will be ineffective only to the extent of
such prohibition or invalidity, without invalidating or affecting in any manner
whatsoever the remainder of such provision or term or the remaining provisions
or terms of this Agreement. If any of the covenants set forth in this Agreement
are held to be unreasonable, arbitrary or against public policy, such covenants
will be considered divisible with respect to scope, time and geographic area,
and in such lesser scope, time and geographic area, will be effective, binding
and enforceable against the parties hereto.
(e) Governing Law. The Agreement shall be governed by the laws
of the State of Delaware, without regard to the conflicts of law principles.
(f) Entire Agreement. This Agreement and the Merger Agreement
constitute the entire agreement between the parties with respect to the subject
matter of this Agreement and
10
supersede all prior written and oral agreements and understandings between
QuadraMed, on the one hand, and the QuadraMed Stockholders, on the other hand,
with respect to the subject matter of this Agreement, including, without
limitation, that certain Letter of Intent dated March 5, 1999. This Agreement
may not be amended except by a written agreement executed by the party to be
charged with the amendment.
(g) Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon receipt by the party to be notified at such address as
such party shall have furnished QuadraMed in writing, or, until any such party
so furnishes an address to QuadraMed, then to and at the address of the last
holder of the Shares covered by this Agreement who has so furnished an address
to QuadraMed.
(h) Delays or Omissions; Remedies Cumulative. It is agreed
that no delay or omission to exercise any right, power or remedy accruing to the
parties, upon any breach or default of QuadraMed under this Agreement, shall
impair any such right, power or remedy, nor shall it be construed to be a waiver
of any such breach of default, or any acquiescence therein, or of any similar
breach or default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. It is further agreed that any waiver, permit, consent
or approval of any kind or character by a party of any breach or default under
this Agreement, or any waiver by a party of any provisions or conditions of this
Agreement must be in writing and shall be effective only to the extent
specifically set forth in writing and that all remedies, either under this
Agreement, or by law or otherwise afforded to a party, shall be cumulative and
not alternative.
(i) Further Assurances. Each party shall do and perform, or
cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
(j) Actions by Holders. Whenever any action, consent or other
determination is required on the part of the Holders to be made pursuant to this
Agreement, such determination shall be made by the Holders of the majority of
Registrable Securities then outstanding.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
11
IN WITNESS WHEREOF, the parties have duly executed this Registration
Rights Agreement as of the date first written above.
QUADRAMED QUADRAMED CORPORATION
By:
----------------------------
Name:
Title:
QUADRAMED STOCKHOLDERS
--------------------------------
Xxxx Xxxxx
--------------------------------
Xxxx Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
THE XXXXXX CHILDREN'S NON-REVOCABLE TRUST
DATED JANUARY 1, 1993
By:
----------------------------
Xxxx Xxxxxx, Trustee
By:
----------------------------
Xxxxxxx X. Xxxxxx, Trustee
--------------------------------
Xxxxx X. Xxxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
