EXHIBIT 99(C)
REGISTRATION RIGHTS AGREEMENT
BETWEEN
INNOSERV TECHNOLOGIES, INC.
AND
NATIONAL MEDICAL DIAGNOSTICS, INC.
DATED AS OF
JUNE 4, 1998
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is
entered into as of the 4th day of June, 1998, between National Medical
Diagnostics, Inc., a Delaware corporation (the "Investor"), and InnoServ
Technologies, Inc., a California corporation (the "Company").
PRELIMINARY STATEMENTS:
WHEREAS, General Electric Company ("GE"), Diamond Merger Sub,
Inc., and the Company are parties to an agreement and plan of merger dated as of
May 19, 1998 (the "Merger Agreement").
WHEREAS, the Merger Agreement provides that GE (or its
designee) shall purchase for $2,800,000, and the Company shall deliver to GE (or
its designee), 700,000 shares of a newly created Series B Preferred Stock, par
value $.01 per share, of the Company ("Series B") within five business days
after the designation for such Series B has been approved by the Secretary of
State of the State of California.
WHEREAS, such designation has been so approved, GE has
designated the Investor as the person to purchase such Series B, the Investor
has purchased such Series B and the Company has delivered to the Investor such
Series B.
WHEREAS, the Merger Agreement provides that the Company and GE
(or its designee) will enter into a registration rights agreement in which the
Company will grant certain registration rights to GE (or its designee).
TERMS AND CONDITIONS:
NOW THEREFORE, the Investor and the Company agree as follows:
ARTICLE I
REGISTRATION RIGHTS
1.1 PIGGYBACK REGISTRATION RIGHTS.
(a) RIGHT TO PIGGYBACK. Subject to the limitations set forth
in Section 1.1(e) hereof, whenever the Company proposes to file a registration
statement (a "Proposed Registration") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to any equity security (as defined
in the Securities Act) (other than a registration statement on Form X-0, Xxxx
X-0 or any successor form for the registration of securities to be offered in a
transaction subject to Rule 145 under the Securities Act or to employees of,
and/or consultants and advisors to, the Company and/or its subsidiaries pursuant
to any "employee benefit plan," as such term is defined in Rule 405 promulgated
under the Securities Act) and the registration form to be used may be used for
the registration (the "Piggyback Registration") of Piggyback Registrable
Securities, the Company will give written notice (the "Piggyback Notice") to the
Investor as soon as practicable (but in no event less than 45 days) before the
initial filing with the SEC of such registration statement, which notice shall
(i) specify the kind and number of securities proposed to be registered and the
proposed offering price or prices and distribution arrangements; (ii) include
such other information that at the time and under the circumstances would be
appropriate to include in such notice; and (iii) subject to the provisions of
Section 1.1(e), offer the Investor the opportunity to include in such filing all
Piggyback Registrable Securities which the Investor may request in accordance
with subsection 1.1(b) below. "Piggyback Registrable Securities" shall mean any
shares of common stock of the Company, par value $.01 (the "Common Stock"),
receivable by Investor as a result of the conversion and anti-dilution rights
pertaining to the Series B.
(b) REQUESTS TO PIGGYBACK. The Investor shall advise the
Company in writing (a "Piggyback Registration Request") within 15 days after the
date of receipt of the Piggyback Notice of the number or amount of each class or
series of Piggyback Registrable Securities which the Investor desires to have
registered.
(c) SELECTION OF UNDERWRITERS. If the Piggyback Registration
is an underwritten offering, the Board of Directors of the Company will select a
managing underwriter or underwriters to administer the offering, who shall be
reasonably satisfactory to the Investor.
(d) PIGGYBACK EXPENSES. Subject to the limitations set forth
in Section 1.3(d) hereof, all Registration Expenses (as defined in Section
1.3(d)) of the Piggyback Registration will be paid by the Investor.
(e) LIMITATIONS ON PIGGYBACK RIGHTS. The Investor will be
entitled to an unlimited number of Piggyback Registrations. The exercise of a
Piggyback Registration shall not affect the Investor's Demand Registration
rights under Section 1.2 hereof. The Investor shall not be permitted to exercise
its Piggyback Registration rights with regard to any underwritten Piggyback
Registration where a first or second tier underwriter, or underwriters, provides
the Investor with an opinion that the amount or kind of the Investor's shares to
be included in such offering would adversely affect the success of the
securities proposed to be distributed for the account of the Company in such
offering. However, the Investor shall be entitled to include all of its
Piggyback Registrable Securities in any such Piggyback Registration before any
other securities which are entitled to be registered pursuant to the exercise of
contractual rights comparable to the rights granted in this Section 1.1.
1.2 DEMAND REGISTRATION RIGHTS.
(a) REQUESTS FOR REGISTRATION. Subject to the limitations set
forth in Section 1.2(d), at any time after the Investor has the right to convert
the Series B to Common Stock pursuant to the Series B designation, the Investor
may request the Company to register under the Securities Act all or part of its
Demand Registrable Securities on Form X-0, Xxxx X-0 or any other registration
form available for use by the Company (a "Demand Registration"). The request for
a Demand Registration (the "Demand Notice") shall specify the number of Demand
Registrable Securities requested to be registered and the anticipated per share
price range for such offering. However, the Company may postpone, for a
reasonable period of time not to exceed 90 days (but in any event not to extend
beyond the date of public disclosure of the information, or the date of
abandonment or termination of the transactions or negotiations, hereinafter
referred to), the filing of a registration statement otherwise required to be
prepared and filed by it pursuant to this subsection 1.2(a) if (i) at the time
the Company receives a Demand Notice, the Board of Directors of the Company
determines, in good faith and in its reasonable business judgment, that (A) such
Demand Registration would require the public disclosure of material non-public
information concerning any pending or ongoing material transaction or
negotiations involving the Company which, in the opinion of the Company's
outside legal counsel, is not yet required to be publicly disclosed, and (B)
such disclosure would materially interfere with such transaction or negotiations
or have a material adverse effect on the Company, and (ii) the Company
diligently and in good faith continues to pursue such transaction or
negotiations throughout the period of such postponement. The Company may not
postpone a Demand Registration pursuant to this Section 1.2(a) more than once in
any 12-month period.
"Demand Registrable Securities" means, the Series B and any
other shares of Common Stock received by the Investor as a result of the
conversion and anti-dilution rights pertaining to the Series B.
(b) SELECTION OF UNDERWRITERS. If the Demand Registration is
for or includes an underwritten offering, the Investor shall select the managing
underwriter or underwriters to administer such offering, who shall be reasonably
satisfactory to the Company.
(c) DEMAND EXPENSES. Subject to the limitations set forth in
Section 1.3(d) hereof, the Investor shall pay for all Registration Expenses
relating to the Demand Registration.
(d) LIMITATIONS ON DEMAND RIGHTS. The Investor may only
request two Demand Registrations. However, in addition to such two Demand
Registrations, the Investor may make four other Demand Registrations that
involve the use of Form S-3 or such other equivalent "short-form" registration
form then in use. A registration will not count as one of the permitted Demand
Registrations until the registration statement relating thereto has become
effective.
1.3 PROCEDURE. With respect to any Piggyback Registration or
Demand Registration, the Company shall use its best efforts to effect the
registration of all the Piggyback Registrable Securities or Demand Registrable
Securities, as the case may be (collectively, the "Request Securities"), which
the Investor has requested to be included therein, as quickly as practicable. In
connection with any such request, the Company shall do the following as
expeditiously as possible:
(i) prepare and file with the SEC a registration statement on
any form for which the Company then qualifies and which is available for the
registration of the Request Securities;
(ii) include in the registration on such form all the Request
Securities and use its reasonable efforts to cause such registration statement
to become effective; PROVIDED, HOWEVER, that at least two days before filing
such registration statement or any prospectus or any amendment or supplement
thereto, including documents to be incorporated be reference upon or after the
initial filing of such registration statement, the Company shall furnish to the
Investor copies of all such documents proposed to be filed (including documents
to be incorporated by reference therein), which documents will be subject to
reasonable review and comments of the Investor;
(iii) unless the Company qualifies to use a Form S-3
registration statement or any similar form then in effect, prepare and file with
the SEC such amendments and post-effective amendments and supplements to the
registration statement or any prospectus as may be necessary to keep the
registration statement effective for a period of not more than 180 days and
comply with the provisions of the Securities Act applicable to the Company with
respect to the disposition of all the Request Securities, covered by such
registration statement or any supplement to any such prospectus;
(iv) if the Company qualifies to use a Form S-3 registration
statement or any similar form then in effect and if the Company receives a
request for a Demand Registration, prepare and file with the SEC such
registration statement to permit the offering of the Demand Registrable
Securities to be made on a continuous basis pursuant to Rule 415 (or any similar
rule that may be adopted by the SEC) under the Securities Act (a "Shelf
Registration") and keep the Shelf Registration current and continuously
effective until 12 months from the effective date of the Shelf Registration.
(v) furnish to the Investor, such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement and such other documents as the Investor
may reasonably request;
(vi) use its best efforts to register or qualify such Request
Securities under such other securities or blue sky laws of such jurisdiction as
the Investor reasonably requests and do any and all other acts and things which
may be reasonably necessary or advisable to enable the Investor to consummate
the disposition in such jurisdiction (provided that the Company will not be
required to (i) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subparagraph, (ii)
subject itself to taxation in any such jurisdiction or (iii) consent to general
service of process in any such jurisdiction);
(vii) notify the Investor 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 contains an untrue statement of material fact or omits
any fact necessary to make the statements therein in light of the circumstances
under which they were made, not misleading, and, at the request of the Investor,
the Company will, at the Investor's own expense, prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to subsequent
purchasers of such Request Securities, such prospectus will not contain an
untrue statement of a material fact or omit to state any fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading;
(viii) cause all such Request Securities, to be listed on
each securities exchange or system on which similar securities issued by the
Company are then listed;
(ix) provide a transfer agent and registrar for all such
Request Securities, not later than the effective date of such registration
statement;
(x) enter into such customary agreements (including
underwriting agreements in customary form for transactions of comparable size
and terms) and take all such other actions as the Investor or the underwriters,
if any, reasonably request in order to expedite or facilitate the disposition of
such Request Securities, (including, without limitation, effecting a stock split
or a combination of shares);
(xi) make available for inspection by any underwriter
participating in any distribution pursuant to such registration statement and
any attorney, accountant or other agent retained by the underwriter (together
the "Agents"), all financial and other records, pertinent corporate documents
and properties of the Company (collectively, the "Records") to the extent
reasonably necessary to enable such person to exercise their due diligence
responsibilities and cause the Company's officers, directors, employees and
independent accountants to supply all information reasonably requested by any
such seller, underwriter, attorney, accountant or agent in connection with such
registration statement;
(xii) in the event of the issuance of any stop order
suspending the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any securities included in such registration statement for sale
in any jurisdiction, use its reasonable efforts promptly to obtain the
withdrawal of such order;
(xiii) use its reasonable efforts to obtain a "cold comfort"
letter from the independent public accountants of the Company which is addressed
to the Investor and any underwriters and contains such matters of the type
customarily covered by "cold comfort" letters; and
(xiv) use its reasonable efforts to obtain an opinion from
counsel for the Company which is addressed to the Investor and underwriter and
contains such matters of the type customarily covered by counsel for the issuer
of securities.
(a) AFFIDAVITS OF THE INVESTOR. With respect to any Piggyback
Registration or Demand Registration, the Investor shall furnish to the Company
in writing such information and affidavits as the Company reasonably requests
for use in connection with the registration of the Request Securities.
(b) PUBLIC SALE BY THE INVESTOR. The Investor shall not effect
any public sale or distribution of Request Securities, of any class or series
being registered in a Demand Registration or Piggyback Registration for offering
to the public, any security issued by the issuer of such class or series or any
security exchangeable or exercisable for or convertible into any such class or
series of any such Request Securities or any such similar security, including a
sale pursuant to Rule 144 (or any similar rule then in force) under the
Securities Act, during, in the case of a Piggyback Registration, the 14 days
prior to, and during the 180 day period beginning on, the effective date of the
Piggyback Registration (except as part of such registration or pursuant to
registrations on Form S-4 or S-8 or any successor form to either such form) and,
in the case of any Demand Registration, the period commencing on the date of
filing the Demand Registration and ending on the 180th day following the
effective date of the Demand Registration (except as part of such Demand
Registration).
(c) PUBLIC SALE BY THE COMPANY AND OTHERS. Neither the Company
nor any of its Affiliates (other than the Investor, if deemed to be an
Affiliate) will effect any public sale or distribution of any securities of any
class or series being registered in a Piggyback Registration or Demand
Registration for offering to the public, any similar security issued by the
issuer of such class or series or any security convertible into or exchangeable
or exercisable for any such security during, in the case of a Piggyback
Registration, the 14 days prior to, and during the 180 day period beginning on,
the effective date of the Piggyback Registration (except as part of such
registration or pursuant to registrations on Form S-4 or S-8 or any successor
form to either such form) and, in the case of any Demand Registration, the
period commencing on the date of filing the Demand Registration and ending on
the 180th day following the effective date of the Demand Registration.
"Affiliate" shall mean, with respect to any specified Person (as defined in
Section 1.4), any other Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with,
such specified Person.
(d) REGISTRATION EXPENSES. The Investor shall pay for the
Company's out-of-pocket costs and out-of-pocket expenses ("Registration
Expenses") of each registration hereunder, including the following: (i)
registration and filing fees with respect to the Request Securities, (ii)
reasonable fees and disbursements of counsel in connection with blue sky
qualifications with respect to the Request Securities, (iii) expenses incident
to the preparation, printing and filing of the registration statement, each
preliminary prospectus and definitive prospectus and each amendment or
supplement to any of the foregoing and copies thereof with respect to the
Request Securities, (iv) underwriting fees, discounts or commissions
attributable to the sale of Request Securities, as the case may be, by the
Investor, (v) fees and expenses incurred in connection with the listing of the
Request Securities, (vi) fees and disbursements of counsel for the Company and
fees and expenses of independent certified public accountants retained by the
Company with respect to the Request Securities, and (vii) fees and expenses
associated with any filings with or submission to the NASD with respect to the
Request Securities. Notwithstanding the foregoing, the Investor shall not have
any obligation to pay any internal costs and expenses (including, without
limitation, all salaries and expenses of officers and employees of the Company
performing legal or accounting duties) or any costs and expenses to the extent
that (x) such costs and expenses would have been incurred by the Company absent
such registration hereunder or (y) another party is contractually obligated to
pay such costs and expenses.
1.4 INDEMNIFICATION REGARDING REGISTRATION RIGHTS.
(a) INDEMNIFICATION BY THE COMPANY. The Company shall
indemnify the Investor and, if applicable, its officers and directors and each
person or entity (a "Person") who controls the Investor (within the meaning of
the Securities Act) against all losses, claims, damages, liabilities and
expenses, including reasonable attorneys' fees and disbursements and expenses of
investigation, incurred by such party pursuant to any actual or threatened
action, suit, proceeding or investigation, or to which any of the foregoing
Persons may become subject under the Securities Act, the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or other federal or state laws,
insofar as such losses, claims, damages, liabilities and expenses arise out of
or are caused by any untrue or alleged untrue statement of material fact
contained in any registration statement, preliminary prospectus or definitive
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, except insofar as the same are
caused by or contained in any information furnished in writing to the Company by
the Investor specifically for use in the preparation thereof or by the
Investor's failure, if required, to deliver a copy of the registration statement
or prospectus or any amendments or supplements thereto after the Company has
furnished the Investor with copies of the same pursuant to Section 1.3(v).
(b) INDEMNIFICATION BY THE INVESTOR. In connection with any
registration statement in which the Investor is participating, the Investor
shall indemnify the Company, its directors and officers and each Person who
controls the Company (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses, including reasonable
attorneys' fees and disbursements and expenses of investigation, incurred by
such party pursuant to any actual or threatened action, suit, proceeding or
investigation, or to which any of the foregoing Persons may become subject under
the Securities Act, the Exchange Act or other federal or state laws, insofar as
such losses, claims, damages, liabilities and expenses arise out of or are
caused by any untrue or alleged untrue statement of material fact contained in
the registration statement, preliminary prospectus or definitive prospectus or
any amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in information furnished, in writing, by the
Investor to the Company specifically for use in the preparation of such
registration statement or prospectus. The amount of any indemnity under this
Section 1.4(b) shall not exceed the gross proceeds received by the Investor from
the applicable offering.
(c) PROCEDURE. Any Person entitled to indemnification hereunder will
(i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification, provided that the failure of any
indemnified party to give notice shall not relieve the indemnifying party of its
obligations hereunder except to the extent the indemnifying party is actually
prejudiced by such failure and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
(d) SURVIVAL. The indemnification provided for under this Agreement
will remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party and will survive the transfer of securities.
(e) CONTRIBUTION. If the indemnification provided for in this Section
1.4 from the indemnifying party is unavailable to the indemnified party, then
the indemnifying party, instead of indemnifying the indemnified party, shall
contribute to and pay the amount paid or payable by such indemnified party as a
result of the loss, claim, damage, liability or expenses (collectively, the
"Claim") giving rise to indemnification hereunder in such proportion as is
appropriate to reflect the relative fault of the indemnifying and indemnified
party in connection with the actions which gave rise to the Claim. The relative
fault of the indemnifying party and the indemnified party shall be determined by
reference to, among other things, whether the action in question has been made
by, or relates to, information supplied by such indemnifying party or
indemnified party, and the parties' relevant intent, knowledge, access to
information and opportunity to correct or prevent such action. The Company and
the Investor agree that it would not be just and equitable if contribution and
payment pursuant to this Section 1.4 were determined by pro rata allocation or
by any other allocation method which does not take into account the equitable
considerations referred to in the preceding sentence. The amount paid or payable
as a result of a Claim shall include any legal or other fees and expenses
reasonably incurred by such party in connection with such Claim. However, no
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contributions and payment from
any Person who was not guilty of such fraudulent misrepresentation.
1.5 PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any underwritten registration hereunder unless such Person (a)
agrees to sell its securities on the basis provided in any underwriting
arrangements reasonably approved by the Persons entitled hereunder to approve
such arrangements and (b) accurately completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
customarily required under the terms of such underwriting arrangements.
1.6 RULE 144. The Company shall file, on a timely basis, any reports
required to be filed by it under the Securities Act and the Exchange Act (and if
the Company is not required to file reports pursuant to the Exchange Act, the
Company shall, upon the request of the Investor, make publicly available the
information specified in subparagraph (c)(2) of Rule 144 of the Securities Act)
so as to enable the Investor to sell the Piggyback Registrable Securities and
Demand Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (a) Rule 144 under the
Securities Act, as such Rule may be amended from time to time or (b) any similar
rule adopted by the SEC.
1.7 TRANSFER OF REGISTRATION RIGHTS. Rights with respect to Piggyback
Registrable Securities and Demand Registrable Securities may be transferred by
the Investor (or any subsequent transferee pursuant to this Section 1.7) to any
Person in connection with the transfer of Piggyback Registrable Securities and
Demand Registrable Securities to such Person, in all cases, if (a) any such
transferee shall have executed and delivered to the Secretary of the Company a
properly completed agreement substantially in the form of EXHIBIT 1.7, (b) the
transferor shall have delivered to the Secretary of the Company, no later than
15 days following the date of the transfer, written notification of such
transfer setting forth the name of the transferor, name and address of the
transferee, and the number of Piggyback Registrable Securities and Demand
Registrable Securities which shall have been so transferred and (c) the number
of Piggyback Registrable Securities and Demand Registrable Securities, as the
case may be, which shall have been so transferred is equal to or exceeds 50% of
the total number of the Piggyback Registrable Securities and Demand Registrable
Securities, as the case may be.
1.8 MERGERS, CONSOLIDATIONS, ETC. The Company shall not, directly or
indirectly enter into any merger, consolidation or reorganization in which the
Company shall not be the surviving corporation, unless prior to such merger,
consolidation or reorganization, the surviving corporation shall have agreed in
writing to assume the obligations of the Company under this Agreement, and for
that purpose references hereunder to "Piggyback Registrable Securities" and
"Demand Registrable Securities" shall be deemed to include the securities which
the holders of Piggyback Registrable Securities and Demand Registrable
Securities would be entitled to receive in exchange for such securities pursuant
to any such merger, consolidation or reorganization.
ARTICLE II
MISCELLANEOUS
2.1 AMENDMENT AND CERTAIN WAIVERS. This Agreement may be amended or
modified only by a written agreement executed by all parties to this Agreement.
2.2 BENEFIT OF PARTIES; ASSIGNABILITY. All of the terms and conditions
of this Agreement shall be binding upon and inure to the benefit of the parties
and their respective successors and permitted assigns. This Agreement may not be
assigned, in whole or in part, by either party without the prior written consent
of the other party, except (a) pursuant to Section 1.7 hereof and (b) that the
Investor may assign this Agreement in whole to an Affiliate of the Investor
without the necessity for securing prior written consent of the Company.
2.3 SEVERABILITY. If any court or any governmental authority or agency
declares all or any part of any Section of this Agreement to be unlawful or
invalid, such unlawfulness or invalidity shall not serve to invalidate any other
Section of this Agreement, and if only a portion of any Section is so declared
to be unlawful or invalid, such unlawfulness or invalidity shall not serve to
invalidate the balance of such Section.
2.4 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made) upon the earliest to occur of
(a) receipt, if made by personal service, (b) three business days after
dispatch, if made by reputable overnight courier service or (c) upon the
delivering party's receipt of a written confirmation of a transmission made by
telecopy to the respective parties at the following addresses (or at such other
address for a party as shall be specified in a notice given in accordance with
this Section 2.4):
If to the Company:
InnoServ Technologies, Inc.
000 Xxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx 00000
Telecopy No.: 000-000-0000
Attn: Xxxxxxx Xxxx
With a copy to:
Xxxxxx, Xxxx & Xxxxxxxx LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telecopy No.: 000-000-0000
Attn: Xxxxxxx X. Xxxxxxx
If to Parent or Sub:
General Electric Company
c/o GE Medical Systems
0000 Xxxxx Xxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxx 00000
Telecopy No.: 000-000-0000
Attn: General Counsel
2.5 GOVERNING LAW. The validity, meaning and effect of this Agreement
shall be determined in accordance with the laws of the State of New York
applicable to contracts made and to be performed in that state.
2.6 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same document.
2.7 HEADINGS. The headings used herein are solely for the convenience
of the parties and shall not constitute a part hereof or serve to modify or
interpret the text of this Agreement.
2.8 ENTIRE AGREEMENT. This Agreement, together with the Merger
Agreement, constitute and encompass the entire agreement and understanding of
the parties hereto with regard to the transactions contemplated or provided for
herein or therein.
2.9 EXPENSES. Each party shall bear and pay its own expenses incurred
in connection with negotiating and preparing this Agreement.
EXHIBIT 1.7
AGREEMENT TO BE BOUND
BY THE REGISTRATION RIGHTS PROVISIONS
OF STOCK PURCHASE AGREEMENT
The undersigned, being the transferee of ________________ shares of the
__________________ stock, $_________ par value per share (the "Registrable
Securities"), of INNOSERV TECHNOLOGIES, INC., a California corporation (the
"Company"), as a condition to the receipt of such Registrable Securities,
acknowledges that matters pertaining to the registration of such Registrable
Securities are governed by Article I of the Registration Rights Agreement dated
as of May_____, 1998 initially among the Company and the Investor referred to
therein (the "Agreement"), and the undersigned hereby (1) acknowledges receipt
of a copy of the Agreement, and (2) agrees to be bound by the terms of the
Agreement, as the same has been or may be amended from time to time.
Agreed to this __ day of ______________________, _________________.
[Name]
[Address]
