EXHIBIT 4.16
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of September 29, 1994, between PHP
HEALTHCARE CORPORATION, a Delaware corporation (the "Company"), and Xxxx X.
Xxxx, Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxxxx (each a "Shareholder" and,
collectively the "Shareholders").
RECITALS
1. The Company, the shareholders and others have entered into a
Plan and Agreement of Merger (the "Merger Agreement") dated as of the date
hereof providing for the merger of X.X. Xxxx & Associates, Inc. into PHP
Family Healthcare Corporation and for the execution of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
and obligations hereinafter set forth, and intending to be legally bound hereby,
the Company and the Shareholders hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement:
(a) "Common Stock" shall mean the common stock, $.01 par value
per share, of the Company and any other securities into which or for which
such common stock has been converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets, or otherwise.
(b) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.
(c) "Holder" means a shareholder, so long as he holds any
Registrable Securities, and any person owning Registrable Securities who is
a permitted assignee under Section 10 of this Agreement.
(d) The term "register," "registered," and "registration" refer
to a registration effected by the preparation and filing of a Registration
Statement in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such Registration Statement by the SEC.
(e) "Registrable Securities" shall mean the shares of Common
Stock acquired by the shareholders pursuant to the Merger Agreement
or owned by any subsequent Holder or Holders, and, in each case, all shares
of Common Stock issued as (or issuable upon the conversion or exercise of
any warrant, right or other security which is issued as) a dividend or
other distribution with respect to, in exchange for, or in replacement of
such shares of Common Stock. The term "Registrable Securities" excludes,
however, any security (i) the sale of which has been effectively
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registered under the Securities Act and which has been disposed of in
accordance with a Registration Statement, (ii) that has been sold by a
Holder in a transaction exempt from the registration and prospectus
delivery requirements of the Securities Act under Section 4(1) thereof
(including, without limitation, transactions pursuant to Rules 144 and
144A) such that the further disposition of such securities by the
transferee or assignee is not restricted under the Securities Act, (iii)
that have been sold by a Holder in a transaction in which such Holder's
rights under this Agreement are not, or cannot be, assigned, or (iv) for
which the registration rights provided under this Agreement have expired
pursuant to Section 13 of this Agreement.
(f) "Registration Expenses" shall mean (i) registration,
qualification and filing fees; (ii) fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of
counsel in connection with blue sky qualifications of any Registrable
Securities being registered); (iii) printing expenses; (iv) fees and
disbursements of counsel for the Company and customary fees and expenses
for independent certified public accountants retained by the Company
(including the expenses of any comfort letters or costs associated with
the delivery by independent certified public accountants of comfort letters
customarily requested by underwriters): (v) fees and expenses of counsel
for the requesting Holders; (vi) fees and expenses of listing any
Registrable Securities on any securities exchange on which the Common Stock
is then listed; (vii) fees and disbursements of underwriters customarily
paid by issuers or sellers of securities; and (viii) any underwriting fees,
discounts or commissions attributable to the sale of any Registrable
Securities and any fees and expenses of underwriters' counsel; but
excluding all internal expenses of the Company, including without
limitation all salaries and expenses of officers and employees of the
Company performing legal or accounting duties.
(g) "Registration Statement" shall mean any registration
statement or similar document that covers any of the Registrable Securities
pursuant to the provisions of this Agreement, including the prospectus or
preliminary prospectus included therein, all amendments and supplements to
such Registration Statement, including post-effective amendments, all
exhibits to such Registration Statement and all material incorporated by
reference in such Registration Statement.
(h) "Rule 144" shall mean Rule 144 promulgated under the
Securities Act or any successor rule thereto.
(i) "Rule 144A" shall mean Rule 144A promulgated under the
Securities Act or any successor rule thereto.
(j) "SEC" shall mean the Securities and Exchange Commission.
(k) "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.
2. INCIDENTAL REGISTRATION. After the date hereof, if (but without
any obligation to do so) the Company proposes to register (including a
registration effected by
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the Company for shareholders other than the Holders) or any shares of Common
Stock under the Securities Act in connection with the public offering of such
shares solely for cash on any form of Registration Statement in which the
inclusion of Registrable Securities is appropriate (other than a registration
(i) relating solely to the sale of securities to participants in a Company stock
plan, (ii) pursuant to a Registration Statement on Form S-4 or Form S-8 (or any
successor forms) or any form that does not include substantially the same
information, other than information relating to the selling shareholders or
their plan of distribution, as would be required to be included in a
registration statement covering the sale of Registrable Securities, (iii) in
connection with any dividend reinvestment or similar plan, or (iv) for the sole
purpose of offering securities to another entity or its securityholders in
connection with the acquisition of assets or securities of such entity or any
similar transaction), the Company shall promptly give each Holder written notice
of such registration in the manner provided in Section 15 at least 30 days
before the anticipated filing date of any such Registration Statement. Upon the
written request of any Holder given in the manner provided in Section 15 within
15 days after the mailing of such notice by the Company, the Company shall,
subject to the provisions of Section 6 hereof, cause to be registered under the
Securities Act all of the Registrable securities that such Holder has so
requested to be registered. The Company shall not be required to proceed with,
or maintain the effectiveness of, any registration of its securities after
giving the notice herein provided, and the right of any Holder to have
Registrable Securities included in such Registration Statement shall be
conditioned upon participation in any underwriting to the extent provided
herein. The Company shall not be required to include any Registrable Securities
in such underwriting unless the Holders thereof enter into an underwriting
agreement in customary form and upon terms and conditions agreed upon between
the Company and the underwriter(s) (except as to monetary obligations of the
Holders not contemplated by Section 5 of this Agreement), with the
underwriter(s) selected by the Company. In the event that the underwriter(s)
shall advise the Company that marketing or other factors require a limitation of
the number of shares to be underwritten, then the Company shall so advise all
Holders of Registrable Securities that would otherwise be underwritten pursuant
hereto. The underwriter(s) may exclude some or all of the Registrable Securities
from such underwriting and the number of Registrable Securities, if any, that
may be included in the underwriting shall be allocated among all Holders thereof
in proportion (as nearly as practicable) to the number of Registrable Securities
which each Holder requested be included in such registration. Nothing in this
Section 2 is intended to diminish the number of securities to be included by the
Company in such underwriting. The Company and the underwriter(s) selected by the
Company shall make all determinations with respect to the timing, pricing and
other matters related to the offering.
3. REGISTRATION PROCEDURE. Whenever required under this Agreement to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably practicable:
(a) Prepare and file with the SEC a new Registration Statement
with respect to such Registrable Securities and use its reasonable best
efforts to cause such registration statement to become effective, and keep
such Registration Statement effective for up to 90 days or such shorter
period as shall be required to sell all of the Registrable Securities
covered by such Registration Statement (except as provided in
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Section 2); provided, however, that if such Registration Statement is on
Form S-3 and relates to a distribution by the Holders on a delayed or
continuous basis other than by means of an underwriting, the Company shall
keep such Registration Statement effective for the maximum period permitted
for such Registration Statement; provided further that no Registration
Statement need remain in effect after all Registrable Securities covered
thereby have been sold.
(b) 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 comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement.
(c) Furnish to the Holders of Registrable Securities to be
registered, without charge, such number of copies of a prospectus,
including a preliminary prospectus, and any amendment or supplement thereto
as they may reasonably request and a reasonable number of copies of the
then-effective Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits (including those
incorporated by reference).
(d) Promptly after the filing of any document that is to be
incorporated by reference into a Registration Statement or prospectus,
provide copies of such document to the Holders of Registrable Securities
covered thereby and any underwriter.
(e) Use its reasonable best efforts to 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; provided, however, that the Company shall not be
required to qualify to do business or to file a general consent to service
of process in any such states or jurisdictions where it would not otherwise
be required to so qualify to do business or consent to service of process
or subject itself to taxation in any such jurisdiction.
(f) Cooperate with the Holders of Registrable Securities and each
underwriter participating in the disposition of such Registrable Securities
and their respective counsel in connection with any filings required to be
made with the National Association of Securities Dealers, Inc.
(g) In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the underwriter(s) of such offering, with such terms
and conditions as the Company and the underwriter(s) may agree. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.
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(h) 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.
(i) Cause all Registrable Securities covered by the Registration
Statement to be listed on each securities exchange or automated quotation
system on which shares of the Company's Common Stock is then listed. If any
of such shares are not so listed, the company shall cause such shares to be
listed on the securities exchange or automated quotation system as may be
reasonably requested by the Holders of a majority of the Registrable
Securities being registered.
(j) In the case of an underwritten public offering, furnish, at
the request of any Holder requesting registration pursuant to this
Agreement, on the date that such Registrable Securities are delivered to
the underwriters for sale in connection with a registration pursuant to
this Agreement, (A) an opinion of counsel representing the Company for the
purposes of such registration, and (B) a letter from independent certified
public accountants of the Company, in each case to be dated such date and
to be in form and substance as is customarily given by counsel or
independent certified public accountants, as the case may be, to
underwriters in an underwritten public offering, addressed to the
underwriters.
(k) Permit a representative of any Holder of Registrable
Securities, any underwriter participating in any disposition pursuant to
such registration, and any attorney or accountant retained by such Holder
or underwriter, to participate, at each person's own expense, in the
preparation of the Registration Statement, and cause the Company's
officers, directors and employees to supply all information reasonably
requested by any such representative, underwriter, attorney or accountant
in connection with such registration; provided, however, that such
representatives, underwriters, attorneys or accountants enter into a
confidentiality agreement, in form and substance reasonably satisfactory to
the Company, prior to the release or disclosure of any such information.
Notwithstanding the foregoing, the Company may delay, suspend or withdraw any
registration or qualification of Registrable Securities required pursuant this
Agreement for a period not exceeding 120 days if the Company shall in good faith
determine that any such registration would adversely affect an offering or
contemplated offering of any securities of the Company or any other contemplated
material corporate event. In addition, the Company shall not be required to
register Registrable Securities within 12 months after the effective date of a
Registration Statement referred to in Section 2 pursuant to which the Holders
were afforded the opportunity to register Registrable Securities.
4. HOLDERS' OBLIGATION TO FURNISH INFORMATION. It shall be a
condition precedent to the obligations of the Company to take any action
pursuant to this Agreement
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with respect to any Registrable Securities that the Holder of such securities
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of such Holder's Registrable
Securities.
Each Holder agrees that, upon receipt of any notice from the Company,
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the then current prospectus until (i) such Holder is advised in
writing by the Company that a new Registration Statement covering the reoffer of
Registrable Securities has become effective under the Securities Act or (ii)
such Holder receives copies of a supplemented or amended prospectus contemplated
by Section 3 hereof, or until such Holder is advised in writing by the Company
that the use of the prospectus may be resumed. The Company shall use its
reasonable best efforts to limit the duration of any discontinuance of
disposition of Registrable Securities pursuant to this paragraph.
5. REGISTRATION EXPENSES. The requesting Holders shall pay their own
expenses and shall bear on a pro rata basis with other requesting Holders all
incremental Registration Expenses, including, without limitation, incremental
registration and qualification fees and expenses (including underwriters' fees,
discounts and commissions), and all incremental costs and disbursements
(including legal fees and expenses), that result from the inclusion of the
Registrable Securities in such registration.
6. EFFECTIVENESS OF REGISTRATION. A registration requested pursuant
to Section 2 will not be deemed to have been effected if (i) the registration
statement has not been kept effective for the period required under Section 3(a)
of this Agreement or (ii) the offering of Registrable Securities pursuant to
such registration is interfered with by any stop order, injunction or other
order or requirement of the SEC or other governmental agency or court.
7. DELAY OF REGISTRATION. No holder shall have any right to obtain
or seek an injunction restraining or otherwise delaying any registration of the
Company's securities as the result of any controversy that might arise with
respect to the interpretation or implementation of this Agreement.
8. INDEMNIFICATION AND CONTRIBUTION. In the event any Registrable
Securities are included in a Registration Statement pursuant to this Agreement:
(a) The Company will indemnify and hold harmless each Holder, its
directors, officers and employees and each person, if any, who "controls"
such Holder (within the meaning of the Securities Act) against all losses,
claims, damages, or liabilities, joint or several, or actions in respect
thereof to which such Holder or other person entitled to indemnification
hereunder may become subject under the Securities Act, or otherwise,
insofar as such losses, claims, damages, liabilities or actions in respect
thereof arise out of, or are based upon, any untrue statement or alleged
untrue statement of any material fact contained in such Registration
Statement, any related preliminary prospectus, or any related prospectus or
any amendment or supplement thereto, or arise out of, or are based upon,
the omission or alleged
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omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
such Holder or other person entitled to indemnification hereunder for any
legal or other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be so liable to the
extent that any such loss, claim, damage, liability or action arises out
of, or is based upon, an untrue statement or alleged untrue statement of a
material fact or an omission or alleged omission to state a material fact
in such Registration Statement, such preliminary prospectus, or such
prospectus, or any such amendment or supplement thereto in reliance upon,
and in conformity with, written information furnished to the Company by or
on behalf of a Holder or an underwriter specifically for use therein;
provided further that the Company will not be liable, and this
indemnification agreement shall not apply, in any such case to the extent
that any such loss, claim, damage, liability or action is solely
attributable to the failure of such Holder (or underwriter or agent acting
on its behalf) to deliver a final prospectus (or amendment or supplement
thereto) that corrects a material misstatement or omission contained in the
preliminary prospectus (or final prospectus). The Company will also
indemnify underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, their
officers and directors and each person who "controls" such persons (within
the meaning of the Securities Act) to the same extent as provided above
with respect to the indemnification of the Holders, if so requested, except
with respect to information furnished in writing specifically for use in
any prospectus or Registration Statement by any selling Holders or any such
underwriters.
(b) With respect to written information furnished to the Company
by or on behalf of a Holder specifically for use in a Registration
Statement, any related preliminary prospectus, or any related prospectus or
any supplement or amendment thereto, such Holder will severally indemnify
and hold harmless the company, and its directors, officers and employees
and each person, if any, who "controls" the Company (within the meaning of
the Securities Act) against any losses, claims, damages or liabilities,
joint or several, or actions in respect thereof, to which the Company or
such other person entitled to indemnification hereunder may become subject
under the Securities Act, or otherwise, insofar as such losses, claims,
damages, liabilities or actions in respect thereof arise out of, or are
based upon, any untrue statement or alleged untrue statement of any
material fact contained in such Registration Statement, such preliminary
prospectus, or such prospectus, or any such amendment or supplement
thereto, or arise out of, or are based upon, 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; and such Holder
will reimburse the Company and such other persons or any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, in each case
to the extent, but only to the extent, that the same arises out of, or is
based upon, an untrue statement or alleged untrue statement of a material
fact or an omission or alleged omission to state a material fact in such
Registration Statement, such preliminary prospectus, or such prospectus or
any such amendment or supplement thereto in reliance upon, and in
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conformity with, such written information. The Company shall be entitled to
receive indemnities from underwriters, selling brokers, dealer managers and
similar securities industry professionals participating in the
distribution, to the same extent as provided above with respect to the
information so furnished in writing by such persons specifically for
inclusion in any prospectus or Registration Statement. The Holder will
also indemnify underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, their
officers and directors and each person who "controls" such persons (within
the meaning of the Securities Act) to the same extent as provided above
with respect to the indemnification of the Company, if so requested.
(c) Promptly after receipt by an indemnified party of notice of
any claim or the commencement of any action, the indemnified party will, if
a claim in respect thereof is to be made against the indemnifying party,
notify the indemnifying party in writing of the claim or the commencement
of that action; provided, however, that the failure to notify the
indemnifying party will not relieve it from any liability that it may have
to the indemnified party except to the extent it was actually damaged or
suffered any loss or incurred any additional expense as a result thereof.
If any such claim or action is brought against an indemnified party, and it
notifies the indemnifying party thereof, the indemnifying party will be
entitled to assume the defense thereof with counsel selected by the
indemnifying party and reasonably satisfactory to the indemnified party.
After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, (i) the
indemnifying party will not be liable to the indemnified party for any
legal or other expense subsequently incurred by the indemnified party in
connection with the defense thereof, (ii) the indemnifying party will not
be liable for the costs and expenses of any settlement of such claim or
action unless such settlement was effected with the written consent of the
indemnifying party or the indemnified party waived any rights to
indemnification hereunder in writing, in which case the indemnified party
may effect a settlement without such consent, and (iii) the indemnified
party will be obligated to cooperate with the indemnifying party in the
investigation of such claim or action; provided, however, that the Holders
and their respective controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by
such Holders against the Company may employ their own counsel if they have
been advised by counsel in writing that, in the reasonable judgment of such
counsel, it is advisable for such Holders and their controlling persons to
be represented by separate counsel due to the presence of conflicts of
interest, and in that event the fees and expenses of such separate counsel
will also be paid by the Company; provided that the Company shall not be
liable for the fees and expenses of more than one separate counsel at any
time for all such indemnified parties. An indemnifying party shall not,
without the prior written consent of the indemnified parties, settle,
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or
action) unless such settlement, compromise or consent ncludes a release of
such indemnified party reasonably acceptable to such indemnified party from
all liability arising out of such
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claim, action, suit or proceeding or unless the indemnifying party shall
confirm in a written agreement reasonably acceptable to such indemnified
party, that notwithstanding any federal, state or common law, such
settlement, compromise or consent shall not adversely affect the right of
any indemnified party to indemnification or contribution as provided in
this Agreement.
(d) If for any reason the indemnification provided for in
Sections 10(a) or (b) is unavailable to an indemnified party or is
insufficient to hold it harmless as contemplated therein, then the
indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect not only the relative benefits
received by the indemnifying party and the indemnified party, but also the
relative fault of the indemnifying party and the indemnified party, as well
as any other relevant equitable considerations. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
(e) The obligations under this Section 8 shall survive the
completion of any offering of Registrable Securities in a Registration
Statement pursuant to this Agreement, and otherwise.
9. REPORTS UNDER EXCHANGE ACT. With a view to making available to
the Holders the benefits of Rule 144 and any other rule or regulation of the SEC
that may at any time permit a Holder to sell securities of the Company to the
public without registration, the Company agrees to:
(a) Make and keep public information available, as those terms
are understood and defined in Rule 144; and
(b) Furnish to any Holder, so long as the Holder owns any
Registrable Securities, upon request (i) a written statement by the Company
as to its compliance with the reporting requirements of Rule 144 for the
most recent 90 days, the Securities Act and the Exchange Act, (ii) a copy
of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, 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.
10. ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the
Company to register Registrable Securities pursuant to this Agreement may be
assigned by a Shareholder to another Shareholder; provided, however,
that (i) the Company is, promptly upon such transfer, furnished with written
notice of the name and address of such transferee or assignee and the securities
with respect to which such registration rights are being assigned, (ii) the
transfer of such securities may be effected in accordance with all applicable
securities laws, (iii) immediately following such transfer the further
disposition of such securities by the transferee or assignee is restricted under
the Securities Act, and (iv) the
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transferee executes and agrees to be bound by this Agreement, an executed
counterpart of which shall be furnished to the Company. In no event may the
rights of Holders hereunder be transferred or assigned to any other person.
11. AMENDMENT OF REGISTRATION RIGHTS. Any provision of this
Agreement may be amended or the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
a majority of Registrable Securities then outstanding. Any amendment or waiver
effected in accordance with this Section shall be binding upon each Holder of
any Registrable Securities, each future Holder of such securities and the
Company.
12. "MARKET STAND-OFF" AGREEMENT. Any Holder, if requested by the
Company or an underwriter of an underwritten public offering, agrees not to
sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise transfer or dispose of any Common Stock held by such Holder (other
than Registrable Securities included in the registration) without the prior
written consent of the Company or such underwriter(s), as the case may be,
during a period of up to seven days prior to and 180 days following the
effective date of any underwritten registration of the Company's securities
effected pursuant to Section 2 hereof. Such agreement shall be in writing in
form satisfactory to the Company and such underwriter, and may be included in
the underwriting agreement. The Company may impose stop-transfer instructions
with respect to the securities subject to the foregoing restriction until the
end of the required stand-off period.
13. TERMINATION OF REGISTRATION RIGHTS. A Holder's registration
rights under this Agreement relating to such Registrable Securities shall
terminate on the date such Holder is able to dispose of all its shares of
Registrable Securities in any 90-day period pursuant to Rule 144. All
registration rights (except for rights previously exercised in connection with
an underwritten public offering pursuant to Section 2) of a Holder under this
Agreement shall terminate on the date on which all of such Holder's shares of
Registrable Securities can be sold pursuant to Rule 144(k).
14. INFORMATION CONFIDENTIAL. No Holder may use any confidential
information received by it pursuant to this Agreement in violation of the
Exchange Act or reproduce, disclose, disseminate such information to any other
person (other than its employees or agents having a need to know the contents of
such information and its attorneys), except to the extent reasonably related to
the exercise of rights under this Agreement, unless such information has been
made available to the public generally (other than by such recipient in
violation of this Section 14) or such recipient is required to disclose such
information by a governmental body or regulatory agency or by law in connection
with a transaction that is not otherwise prohibited hereby.
15. NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, or air-courier guaranteeing overnight delivery:
(a) If to a holder of Registrable Securities: Shamrock
Investments, 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx
00000, Attention:
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Xxxxxxx X. Xxxxxx, Managing Partner (facsimile: (000) 000-0000), and
thereafter at such other address as may be designated from time to time by
notice given in the manner provided in this Section 15.
(b) If to the Company: PHP Healthcare Corporation, 00000
Xxxxxxxx Xxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000, Attention: General Counsel
(facsimile: (000) 000-0000), and thereafter at such other address as may be
designated from time to time by notice given in the manner provided in this
Section 16.
(c) All such notices and other communications shall be deemed to
have been delivered and received (i) in the case of personal delivery,
telex, telecopier or telegram, on the date of such delivery, (ii) in the
case of air courier, on the business day after the date when sent and (iii)
in the case of mailing, on the third business day following such mailing.
(d) From time to time as the Company may request, each Holder
shall provide to the Company such evidence or documentation reasonably
satisfactory to the Company, in its sole discretion, certified by an
appropriate officer of such Holder, regarding the number of shares of
Common Stock beneficially owned by such Holder and its status as an
"affiliate" under the Securities Act.
16. SUCCESSORS AND ASSIGNS. Subject to the provisions of Section 10
hereof, this Agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of each of the parties.
17. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one of the same agreement.
18. HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
19. GOVERNING LAW. This Agreement shall be governed by and
constructed in accordance with the internal laws of the State of Delaware
without giving effect to conflicts of laws principles.
20. SEVERABILITY. In the event that any one or more of the previous
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
21. ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
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IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first written above.
PHP HEALTHCARE CORPORATION
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Sr. Exec. Vice President
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
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