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EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is entered into as of
June 5, 1998, by and among QuadraMed Corporation, a Delaware corporation
("QuadraMed"), on the one hand, and Xxxxx X. Xxxxx, Sprout Capital V, Sprout
Growth, L.P., Sprout Growth, Ltd., DLJ Venture Capital Fund, Xxxxxx Partners 2,
L.P., Toronto Dominion Investments, Inc., Scottish Investment Trust, PLC, Xxxxx
Xxxxxx, Xxxxxx X. Xxxxx, Trustee of the Xxxxx Family Trust dated 1/6/89, Xxxxxxx
X. Xxxxxxxx, Compex Investors I, L.P., Compex Investors II, L.P., Mehta Family
Partners, L.P., Transcorp C/F Xxxxx X. Xxxxx A/C IRC-6699-OT, Transcorp C/F
Xxxxx X. Xxxxx A/C KPS-0227-00, Transcorp C/F Xxxx X. Xxxxx A/C IRZ-8055-OC and
Transcorp C/F Xxxxx X. Xxxxx A/C IRZ-8054-OC, who are all of the stockholders of
Pyramid Health Group, Inc., a Delaware corporation (the "Company"), as set forth
on Schedule "A" attached hereto and incorporated herein by this reference (each,
a "Stockholder" and collectively, the "Stockholders"), and when each such party
executes a counterpart signature page hereto.
WHEREAS, pursuant to that certain Acquisition Agreement and Plan of Merger
dated as of June 1, 1998 by and among QuadraMed and Pyramid Acquisition
Corporation, a Delaware corporation ("Acquisition Co."), on the one hand, and
the Company and the 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 Stockholders shall receive 2,740,000 shares of
QuadraMed Common Stock (the "Shares") in exchange for each issued and
outstanding share of Company Common Stock.
WHEREAS, QuadraMed desires to grant certain registration rights for the
Shares, and QuadraMed and the Stockholders desire that this Agreement shall
govern the rights of the 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 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
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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).
(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.
2. Registration. As soon as practicable after the restrictions on
transfer set forth in Section 4.6 of the Merger Agreement have lapsed, 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
reasonable 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.
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 reasonable 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 two (2) years following the effective
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date of such registration statement.
(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 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 Stockholders apprised of the status of the registration statement.
(d) QuadraMed shall use its reasonable 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 reasonable
best efforts promptly to prepare a supplement or amendment to the registration
statement to correct such untrue
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statement or omission, and deliver such number of copies of such supplement or
amendment to each Holder as such Holder may reasonably request.
(f) In the event Stockholders that hold a majority-in-interest of
the Registrable Securities being offered in the offering select underwriters for
the offering, such determination to be binding on all Holders, QuadraMed shall
enter into and perform its obligations under an underwriting agreement, in usual
and customary form, including, without limitation, customary indemnification and
contribution obligations, with the underwriters of such offering.
(g) QuadraMed shall use its reasonable 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.
(h) QuadraMed shall permit counsel designated by the 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.
(i) At the request of any Holder, QuadraMed shall (i) furnish, on
the date that Registrable Securities are delivered to an underwriter, if any,
for sale in connection with the registration statement or, if such securities
are not being sold by an underwriter, on the date of effectiveness thereof 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 in an underwritten public offering, addressed to the underwriters, if any,
and the Holders and (ii) use its reasonable best efforts to furnish, on the date
that Registrable Securities are delivered to an underwriter, if any, for sale in
connection with the registration statement or, if such securities are not being
sold by an underwriter, on the date of the effectiveness thereof, 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 to underwriters in an underwritten public offering, addressed to the
underwriters, if any, and the Holders.
(j) QuadraMed shall make available for inspection by (i) any
Holder, (ii) any underwriter participating in any disposition pursuant to the
registration statement, (iii) one firm of attorneys and one firm of accountants
or other agents retained by the Holders and (iv)
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one firm of attorneys retained by all such underwriters (collectively, the
"Inspectors") all pertinent financial and other records, and pertinent corporate
documents and properties of QuadraMed (collectively, the "Records"), as shall be
reasonably deemed necessary by each Inspector to enable each Inspector to
exercise its due diligence responsibility, and cause QuadraMed's officers,
directors and employees to supply all information which any Inspector may
reasonably request for purposes of such due diligence; provided, however, that
each Inspector shall hold in confidence and shall not make any disclosure
(except to a Holder) of any Record or other information which QuadraMed
determines in good faith to be confidential, and of which determination the
Inspectors are so notified, unless (a) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in any Registration
Statement, (b) the release of such Records is ordered pursuant to a subpoena or
other order from a court or government body of competent jurisdiction or (c) the
information in such Records has been made generally available to the public
other than by disclosure in violation of this or any other agreement. QuadraMed
shall not be required to disclose any confidential information in such Records
to any Inspector until and unless such Inspector shall have entered into
confidentiality agreements (in form and substance satisfactory to QuadraMed)
with QuadraMed with respect thereto, substantially in the form of this Section
3(j). Each Holder agrees that it shall, upon learning that disclosure of such
Records is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to QuadraMed and allow
QuadraMed, at its expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, the records deemed confidential.
Nothing herein (or in any other confidentiality agreement between QuadraMed and
any Holder) shall be deemed to limit the Holder's ability to sell Registrable
Securities in a manner which is otherwise consistent with applicable laws and
regulations.
(k) 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.
(l) 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
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statement on the Nasdaq National Market and, without limiting the generality of
the foregoing, to arrange for at least two (2) market makers to register with
the National Association of Securities Dealers, Inc. as such with respect to
such Registrable Securities.
(m) 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.
(n) QuadraMed shall cooperate with the Holders who hold
Registrable Securities being offered and the managing underwriter or
underwriters, if any, 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
managing underwriter or underwriters, if any, or 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 itself, the
Registrable Securities held by 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 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 reasonable fees and expenses for one (1)
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
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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 Stockholder, (ii) the directors,
officers, partners, employees, agents and each other person who controls any
Holder or 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"): (i) 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, (ii) 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 (iii) 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 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
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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
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.
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(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
which such registration rights are being assigned; provided, further, that such
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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. Termination of Previous Registration Rights. Each of the
Stockholders acknowledges and agrees that all previous registration rights
granted to the Stockholders by the Company or any predecessor thereto are hereby
terminated in their entirety.
13. Affiliate Letters. Prior to the effectiveness of any registration
statement required hereunder, each Stockholder agrees, upon request by
QuadraMed, to execute an affiliate letter in form and substance reasonably
satisfactory to counsel for QuadraMed evidencing any applicable restrictions to
the transfer of the transfer of the Registrable Securities under Rule 145 of the
Securities Act, which affiliate letter may include stop transfer restrictions
and a legend condition with respect to the share certificates evidencing the
Registrable Securities.
14. 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.
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(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 supersede all prior written and oral agreements and
understandings between QuadraMed, on the one hand, and the Stockholders, on the
other hand, with respect to the subject matter of this Agreement. 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 party's
address set forth at the end of this Agreement or at such other 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
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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]
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IN WITNESS WHEREOF, the parties have duly executed this Registration
Rights Agreement as of the date first written above.
QUADRAMED CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
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STOCKHOLDER SIGNATURE PAGE
TO REGISTRATION RIGHTS AGREEMENT
__________________________________
Name: __________________________________
Address: __________________________________
__________________________________
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15
SCHEDULE "A"
STOCKHOLDERS
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