EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
Allscripts, Inc.
REGISTRATION RIGHTS AGREEMENT
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This Registration Rights Agreement (the "Agreement") is made and entered
into as of the 9th day of May 2000, by and between Allscripts, Inc., a Delaware
corporation (the "Company"), and W. Xxxx Xxxxxx, Xxxxx X. Xxxxxxx and Xxxxx X.
Xxxx (collectively, the "Holders").
W I T N E S S E T H:
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of March 13,
2000 (the "Merger Agreement"), by and among the Holders, the Company,
Masterchart, Inc. ("Masterchart") and MC Acquisition Corp., a wholly owned
subsidiary of the Company, the Holders have agreed to exchange each share of the
Common Stock, no par value per share, of Masterchart for 187.25569 shares of the
Common Stock, par value $0.01 per share, of the Company (the "Shares") upon
consummation of the merger of Masterchart with and into MC Acquisition Corp (the
"Merger"); and
WHEREAS, as additional consideration for the exchange by each Holder of
shares of the Common Stock of Masterchart for the Shares, the Company desires to
grant to each such Holder registration rights with respect to the Shares;
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereto agree as follows:
1. Definitions. For purposes of this Agreement:
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(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 of 1933, as amended (the
"1933 Act"), and the declaration or ordering of effectiveness of such
registration statement or document;
(b) The term "Registrable Securities" means (i) the Shares issued pursuant
to the Merger Agreement; and (ii) any Common Stock of the Company 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, or in
exchange for or in replacement of, the Shares, excluding in all cases, however,
any Registrable Securities sold by a person in a transaction in which such
person's registration rights are not assigned; provided, however, that as to any
particular securities that are included in Registrable Securities, such
securities shall cease to be Registrable Securities when (i) such shares shall
have been sold to the public pursuant to a registered public offering or (ii)
such securities shall have been sold pursuant to Rule 144 (or any successor
provision) under the 1933 Act;
(c) The number of shares of "Registrable Securities then outstanding"
shall be determined by the number of shares of Common Stock outstanding which
are, and the number of shares of Common Stock issuable pursuant to then
exercisable or convertible securities which are exercisable or convertible into,
Registrable Securities; and
(d) The term "Holder" or "Holders" includes any person owning or having
the right to acquire Registrable Securities or any assignee thereof in
accordance with Paragraph 12 hereof.
2. Shelf Registration. Not later than five (5) calendar days after the
Company becomes qualified to file registration statements under the 1933 Act on
Form S-3, the Company shall cause to be filed in conformity with the
requirements of the 1933 Act a "shelf" registration statement on any appropriate
form pursuant to Rule 415 under the 1933 Act (including all amendments thereto,
a "Shelf Registration Statement") in respect of the resale by the Holders from
time to time of up to the Maximum Number (as defined below) of the Registrable
Securities held by each such Holder. The Company shall use commercially
reasonable efforts to cause the Shelf Registration Statement to be declared
effective under the 1933 Act within sixty (60) calendar days after the initial
filing thereof. The Shelf Registration Statement may relate to the offer and
sale of securities other than the Registrable Securities of the Holders or to
offers or sales by persons or entities other than the Holders. For purposes of
this Agreement, the term "Maximum Number" shall mean 25% of the Registrable
Securities originally issued to a Holder, unless the value of a share of the
Registrable Securities subject to the Shelf Registration Statement, based on the
then-current trading price of a share of the Company's Common Stock as reported
by the Nasdaq National Market (the "Current Trading Price"), is less than
$74.794, in which case, the term Maximum Number shall mean the lesser of (i) 40%
of the Registrable Securities originally issued to such Holder and (ii) the
quotient derived by dividing (A) the product of (1) 25% multiplied by (2) the
number of Registrable Securities originally issued to such Holder multiplied by
(3) $74.794, by (B) the Current Trading Price.
3. Incidental Registration. If (but without any obligation to do so, and
other than pursuant to Paragraph 2) the Company, at any time, proposes to
register (including for this purpose a registration effected by the Company for
stockholders other than the Holders) any of the Company's Common Stock under the
1933 Act in connection with a firm commitment underwritten public offering of
such securities solely for cash (other than a registration relating solely to a
Company stock or option plan or a registration on Form X-0, Xxxx X-0 or on any
other form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities), the Company shall, each such time, promptly give each
Holder written notice of such registration in accordance with subparagraph 16(b)
hereof, which notice shall state whether such registration has been initiated by
the Company (a "Company Registration") or by another Person (a "Third-Party
Registration"). Upon the written request of each Holder given within twenty (20)
business days after the giving of such notice by the Company, the Company shall
use commercially reasonable efforts, subject to the provisions of Paragraph 8,
to cause to be registered under the Securities Act all of the Registrable
Securities that each Holder has requested to be registered; provided that the
Company shall have the right to postpone or withdraw any registration effected
pursuant to this Paragraph 3 without obligation to any Holder.
4. Obligations of the Company. Whenever required under this Agreement to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible (unless otherwise specified in this
Agreement):
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(a) Prepare and file with the Securities Exchange Commission ("SEC") a
registration statement with respect to such Registrable Securities and use
commercially reasonable efforts to cause such registration statement to become
effective, and keep such registration statement effective until the earliest to
occur of (i) all of the Registrable Securities registered thereunder being sold,
(ii) the second (2nd) anniversary of the effective date of the registration
statement or (iii) the termination of this Agreement pursuant to Paragraph 15
hereof.
(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
1933 Act with respect to the disposition of all securities covered by such
registration statement.
(c) Furnish to the Holders covered by such registration statement such
numbers of copies of the registration statement (including each preliminary
prospectus) and the prospectus contained therein in conformity with the
requirements of the 1933 Act, and such other documents all as they may
reasonably request in order to facilitate the disposition of such Registrable
Securities.
(d) Use commercially reasonable efforts to register and qualify the
securities covered by such registration statement under the securities or Blue
Sky laws of each of the United States of America and other such jurisdictions as
shall be reasonably requested by the Holders, provided that the Company 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) 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 managing underwriter(s) of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement. If requested by the managing
underwriter(s), the Company shall use commercially reasonable efforts to obtain
opinions of the Company's outside counsel on behalf of the Company and the
Holders addressed to such underwriter(s) in customary form and covering matters
of the type customarily covered by such an opinion.
(f) Notify each Holder covered by such registration statement at any time
when a prospectus relating thereto is required to be delivered under the 1933
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. Upon such notification, such Holders shall
immediately cease making offers of Registered Securities under any such
prospectus containing any misstatement or omission. The Company shall promptly
provide such Holders with revised prospectuses and, following receipt of the
revised prospectuses, such Holders shall be free to resume making offers of the
Registered Securities.
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(g) Use commercially reasonable efforts to list the Registrable Securities
covered by such registration statement with any securities exchange or
interdealer quotation system on which the Common Stock is then listed or
included for quotation.
(h) In the event that the Company determines that, in order for Holders to
effect sales of securities under a registration statement without causing the
Company to violate any applicable law or regulation or otherwise subjecting the
Company to any liability, the Company would have to disclose material nonpublic
information which, if disclosed at such time, would be materially harmful to the
Company, then, for a period terminating on the earlier of (i) ten (10) business
days after the date the Company discloses such material nonpublic information
and (ii) 90 days, (A) the Company may defer the filing of a registration
statement or, if necessary, withdraw such filing prior to effectiveness thereof
and defer refiling during such period and (B) after a registration statement has
been declared effective, each Holder agrees not to effect, and shall cause any
sales or placement agent or underwriter not to effect, any such sales upon
notice of such determination by the Company and the Holder shall maintain the
confidentiality of such notice.
5. Provision of Information; Compliance With Laws. It shall be a
condition precedent to the obligations of the Company pursuant to this Agreement
that the selling Holders shall furnish to the Company such information regarding
themselves, the Registrable Securities held by them, and the intended method of
disposition of such securities as shall be reasonably required to effect the
registration of the Registrable Securities. The Holders agree that at all times
from and after the date hereof, the Holders shall comply and remain in
compliance with all applicable securities laws, including, but not limited to,
the provisions of Regulation M promulgated by the SEC under the 1934 Act as such
provisions may be applicable to the Holders in connection with sales of
registered securities of the Company.
6. Expenses of Shelf Registration. With respect to the registration
rights under Paragraph 2, expenses (other than underwriting discounts and
commissions and any reasonable nonaccountable expense allowance (attributable to
the Holders of Registrable Securities on a pro rata basis with securities to be
registered by the Company and any other selling stockholders) of any
underwriters, incurred in connection with registration) including, without
limitation, all registration, filing and qualification fees, printers' and
accounting fees, fees and disbursements of counsel for the Company and the
selling Holders, shall be borne by the Company; provided, however, that the
Company shall not be obligated to bear fees and expenses of more than one
counsel for the selling Holders.
7. Expenses of Incidental Registration. The Company shall bear and pay
all expenses incurred in connection with any registration, filing or
qualification of Registrable Securities with respect to the registrations
pursuant to Paragraph 3 for each Holder thereof including (without limitation)
all registration, filing and qualification fees, printers' and accounting fees
relating or apportionable thereto and the reasonable fees and disbursements of
one counsel for the selling Holders selected by them, but excluding underwriting
discounts and commissions and any nonaccountable expense allowance (attributable
to the Holders of Registrable Securities on a pro rata basis with securities to
be registered by the Company and any other selling stockholders) of underwriters
relating to Registrable Securities.
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8. Underwriting Requirements. In connection with any offering involving
an underwriting of shares being issued by the Company, the Company shall not be
required under Paragraph 3 to include any of the Holders' securities in such
underwriting unless they accept the terms of the underwriting as reasonably
agreed upon between the Company and the underwriters and then only in such
quantity as will not, in the opinion of the underwriters, jeopardize the success
of the offering by the Company. If in the opinion of the managing underwriter or
underwriters of a proposed offering the number of Registrable Securities
requested to be included in such offering exceeds the number which can be sold
in such offering or is reasonably likely to materially and adversely affect the
success or offering price of such offering, there shall be excluded, to the
extent necessary, shares requested for inclusion in such offering in the
following order:
(a) if the Registration is a Company Registration, (i) first, shares of
the Holders and those shareholders of the Company which are party to other
registration rights agreements, shall be excluded, pro rata on the basis of the
shares requested to be included by each of such shareholders; (ii) second,
shares requested to be included by the Company shall be excluded; and
(b) if the Registration is a third party registration, (i) first, shares
of the Holders and those shareholders of the Company which are party to other
registration rights agreements, shall be excluded, pro rata on the basis of the
shares requested to be included by each of such shareholders; (ii) second,
shares requested to be included by the Company shall be excluded; and (iii)
third, shares requested to be included by the third party holder requesting such
registration shall be excluded, pro rata on the basis of the shares requested to
be included by each such holder.
9. Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Agreement.
10. Indemnification. In the event any Registrable Securities are included
in a registration statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify and hold
harmless each Holder of such Registrable Securities, the officers, directors,
trustees and employees of (i) each such Holder, (ii) any underwriter (as defined
in the 0000 Xxx) for such Holder and (iii) each person, if any, who controls or
is controlled by such Holder or underwriter within the meaning of the 1933 Act
or the Securities and Exchange Act of 1934, as amended ("xxx 0000 Xxx")
(collectively, the "Holder Indemnitees"), against any losses, claims, damages or
liabilities joint or several) to which they may become subject under the 1933
Act, the 1934 Act or other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any of the following statements, omissions or violations (collectively, a
"Violation"): (x) any untrue statement or alleged untrue statement of material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, (y) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to
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make the statements therein not misleading, or (z) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any state securities law
or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any
state securities law; and the Company will reimburse each such Holder
Indemnitees for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this subparagraph 10(a) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Company (which consent shall not be unreasonably
withheld), nor shall the Company be liable in any such case for any such loss,
claim, damage, liability or action 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) To the extent permitted by law, each selling Holder, severally and not
jointly, will indemnify and hold harmless the Company, each of its directors,
each of its officers who have signed the registration statement, each person, if
any, who controls the Company within the meaning of the 1933 Act, any
underwriter and any other Holder selling securities in such registration
statement or any of its directors or officers or any person who controls such
Holder, against any losses, claims, damages or liabilities to which the Company
or any such director, officer or controlling person may become subject, under
the 1933 Act, the 1934 Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with such registration; and each such Holder will reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer,
controlling person, underwriter or controlling person, other Holder, officer,
director, or controlling person in connection with investigating or defending
any such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this subparagraph 10(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld.
(c) Promptly after receipt by an indemnified party under this Paragraph 10
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 Paragraph 10, 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 any indemnified party shall have the right to retain its
own counsel, 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
actions, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party
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under this Paragraph 10 to the extent such delay has been prejudicial, 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 Paragraph 10. In case any such action is brought against an
indemnified party, the indemnifying party shall be entitled to participate in
and to assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to the indemnified party, unless a conflict of interest exists
between such indemnified and indemnifying parties that would make representation
by the same counsel inappropriate in the circumstances. After notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable for any settlement
made by the indemnified party within its consent (which consent will not be
unreasonably withheld or delayed) or for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party
shall, without the consent of the indemnified party, consent to entry of any
judgment or enter into any settlement which cannot be settled in all respects by
the payment of money and such money is so paid pursuant to the terms of such
settlement and which settlement 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 or litigation.
(d) To provide for just and equitable contribution, if (i) an indemnified
party makes a claim for indemnification pursuant to subparagraph 10(a) or 10(b)
but it is found in a final judicial determination, not subject to further
appeal, that such indemnification may not be enforced in such case, even though
this Agreement expressly provides for indemnification in such case, or (ii) any
indemnified or indemnifying party seeks contribution under the 1933 Act, the
1934 Act, or otherwise, then the Company (including for this purpose any
contribution made by or on behalf of any officer, director, employee, agent or
counsel of the Company, or any controlling person of the Company), on the one
hand, and the Holders (including for this purpose any contribution by or on
behalf of an indemnified party), on the other hand, shall contribute to the
losses, liabilities, claims, damages, and expenses to which any of them may be
subject, in such proportions as are appropriate to reflect the relative benefits
received by the Company, on the one hand, and the Holders, on the other hand;
provided, however, that if applicable law does not permit such allocation, then
other relevant equitable considerations such as the relative fault of the
Company and the Holders in connection with the facts which resulted in such
losses, liabilities, claims, damages and expenses shall also be considered. The
relative benefits received by the Company, on the one hand, and the Holders, on
the other hand, shall be deemed to be in the same proportion as the total
proceeds from the offering received by each of the Company on the one hand and
the Holders, on the other hand.
The relative fault, in the case of an untrue statement, alleged untrue
statement, omission, or alleged omission, shall be determined by, among other
things, whether such statement, alleged statement, omission, or alleged omission
relates to information supplied by the Company or by the Holders, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement, alleged statement, omission, or alleged
omission. The Company and Holders agree that it would be unjust and inequitable
if the respective obligations of the Company and the Holders for contribution
were determined by pro rata or per capital allocation of the aggregate losses,
liabilities, claims, damages and expenses or by any other
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method of allocation that does not reflect the equitable considerations referred
to in this subparagraph 10(d). No person guilty of a fraudulent
misrepresentation (within the meaning of subparagraph 11(f) of the 0000 Xxx)
shall be entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation. For purposes of this subparagraph 10(d), each
person, if any, who controls a Holder within the meaning of Section 15 of the
1933 Act or Section 20(a) of the 1934 Act and each officer, director,
stockholder, employee, agent and counsel of the Holders shall have the same
rights of contribution as the Holder, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the
1934 Act and each officer, director, employee, agent and counsel of the Company,
shall have the same rights to contribution as the Company, subject in each case
to the provisions of this subparagraph 10(d). Anything in this subparagraph
10(d) to the contrary notwithstanding, no party shall be liable for contribution
with respect to the settlement of any claim or action effected without its
written consent. This subparagraph 10(d) is intended to supersede any right to
contribution under the 1933 Act, the 1934 Act, or otherwise.
(e) The obligations of the Company and Holders under this Paragraph 10
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Agreement, and otherwise.
11. Efforts Under the 1934 Act. With a view to making available to the
Holders the benefits of Rule 144 under the 1933 Act 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, at all times;
(b) file with the SEC in a timely manner all reports and other documents
required of the Company under the 1933 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 the Company that
it has complied with the reporting requirements of Rule 144, the 1933 Act and
the 1934 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.
12. Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Agreement may be assigned by a
Holder to a transferee or assignee of such securities; provided, in each case,
the Company is, within 30 days after 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; and, such
transferee or assignee shall, as a condition to such transfer, deliver to the
Company a written instrument by which such transferee or assignee agrees to be
bound by the obligations imposed on Holders of Registrable Securities pursuant
to this Agreement.
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13. Market Stand-Off Agreement. Each Holder who is an executive officer,
director or owns more than 1% of the outstanding stock of the Company hereby
agrees that he or she shall not, to the extent requested by the Company and an
underwriter of Common Stock (or other securities) of the Company, sell or
otherwise transfer or dispose (other than to donees who agree to be similarly
bound) of any Registrable Securities during the fourteen (14) days prior to, and
during the 90-day period beginning on, the effective date of any registration
statement of the Company filed under the 1933 Act other than the Shelf
Registration Statement; provided, however, that all executive officers and
directors of the Company and all other persons with registration rights (whether
or not pursuant to this Agreement) enter into similar agreements.
In order to enforce the foregoing covenant, the Company may impose stop-
transfer instructions with respect to the Registrable Securities of each Holder
thereof until the end of the period referred to above in this Section 13.
14. Amendment of Registration Rights. Any provision of this 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 the Company and the Holders of a majority of the Registrable
Securities then outstanding; provided, however, that any amendment or waiver
effected in accordance with this paragraph shall be binding upon each holder of
Registrable Securities at the time outstanding (including securities into which
such securities are convertible), each future holder of all such securities, and
the Company.
15. Termination of Registration Rights. The Company's obligations pursuant
to this Agreement shall terminate as to the Holder of Registrable Securities on
the earlier of (i) when the Holder can sell all of such Holder's shares in one
three month period pursuant to Rule 144 under the 1933 Act (or any such
successor rule) or (ii) on the date on which the Holder has sold all of such
Holder's Shares.
16. Miscellaneous.
(a) Remedies. In the event of a breach by the Company of its obligations
under this Agreement, each Holder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of his right to have his Registrable
Securities registered under this Agreement.
(b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
mail, or telecopies, initially to the address set forth below, and
thereafter at such other address, notice of which is given in accordance
with the provisions of this of this subparagraph 16(b):
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(i) if to the Company:
Allscripts, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Copy to:
Xxxxxxxx & Xxxxxx, Ltd.
00 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx, Esq.
(ii) if to a Holder:
At the address set forth in the Company's Stock Register.
All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; two business days after
being deposited in the mail, postage prepaid, if mailed; and when receipt is
acknowledged, if telecopied.
(c) Successors and Assigns. Subject to Paragraph 12, this Agreement shall
inure to the benefit of and be binding upon the successors and assigns of
each of the parties, including without limitation and without the need for
an express assignment, subsequent holders of the Registrable Shares subject
to the terms hereof.
(d) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
(e) Headings. The headings in this Agreement are for convenience of
references only and shall not limit or otherwise affect the meaning hereof.
(f) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois without reference to its
conflicts of law provisions.
(g) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance is held
invalid, illegal or unenforceable, the validity, legality and
enforceability of any other provisions contained herein shall not be
affected or impaired thereby.
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(h) 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 this agreement and understanding of the parties
hereto in respect of the subject matter contained herein. There are no
restrictions, promises warranties or undertakings, other than those set
forth or referred to herein, concerning the registration rights granted by
the Company pursuant to this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
ALLSCRIPTS, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Its: President
HOLDERS:
/s/ W. Xxxx Xxxxxx
------------------
W. Xxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
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