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Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
September 27, 1995
To: NDA, and the NDA Stockholders as
their interests appear ("Investors")
RECITALS
WHEREAS: As a condition to the purchase by the Investors of shares of the
Company's Ordinary Shares, the Company has agreed to grant to the
Investors and to any additional stockholder who becomes a party hereto
in the manner set forth herein, registration rights with respect to
all securities of Unilabs Clinical Trials, Ltd. (the "Company") held
by the Investors.
WHEREAS: Additional persons may become shareholders of the Company and in
connection therewith may become parties to this Agreement and thereby
obtained the benefits conferred hereby if they execute the Instrument
of Accession in the form attached as Exhibit A hereto.
AGREEMENT
NOW, THEREFORE, it is agreed as follows:
1. Certain Definitions. As used in this Agreement, the following
terms shall have the following respective meanings.
"Commission" shall mean the Securities and Exchange Commission, or
any other federal agency at the time administering the Securities Act.
"Ordinary Shares" shall mean the Ordinary Shares, par value One
Pound Sterling per share, of the Company, as constituted as of the date of this
Agreement.
"Company" shall mean Unilabs Clinical Trials, Ltd., a United
Kingdom private limited company.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
commission thereunder, all as the same shall be in effect at the time.
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"Registrable Stock" shall mean all shares of any class of equity
security issued to the Investors or their assignees.
"Registration Expenses" shall mean the expenses so described in
Section 6.
"Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean the expenses so described in Section 6.
2. Required Registration. (a) At any time beginning six (6) months
after the earlier of a registration statement on (i) covering a public offering
of securities of the Company under the Securities Act shall have become
effective, the holder(s) of at least 25% of the shares of Registrable Stock
issued and outstanding at that time may request the Company to register under
the Securities Act all or any portion of the shares of Registrable Stock held by
such requesting holder or holders for sale in the manner specified in such
notice. Notwithstanding anything to the contrary contained herein, no request
may be made under this Section 2 within 120 days after the effective date of a
registration statement filed by the Company covering a firm commitment
underwritten public offering in which the holders of Registrable Stock shall
have been entitled to join pursuant to Section 3 or 4 and in which there shall
have been effectively registered all shares of Registrable Stock as to which
registration shall have been requested.
(b) Following receipt of any notice under this Section 2, the Company
shall immediately notify all holders of Registrable Stock from whom notice has
not been received and shall use its best efforts to register under the
Securities Act, for public sale in accordance with the method of disposition
specified in such notice from requesting holders, the number of shares of
Registrable Stock specified in such notice (and in all notices received by the
Company from other holders within 30 days after the giving of such notice by
the Company). The Company shall be obligated to register Registrable Stock
pursuant to this Section 2 on two occasions only; provided, however, that such
obligation shall be deemed satisfied only when a registration statement
covering at least 75% of the shares of Registrable Stock specified in notices
received as aforesaid, for sale in accordance with the method of disposition
specified by the requesting holders, shall have become effective
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and, if such method of disposition is a firm commitment underwritten public
offering, such shares shall have been sold pursuant thereto.
(c) The Company shall be entitled to include in any registration
statement referred to in this Section 2, for sale in accordance with the method
of disposition specified by the requesting holders, Ordinary Shares to be sold
by the Company for its own account or for sale by others, except as and to the
extent that, in the opinion of the managing underwriter (if such method of
disposition shall be an underwritten public offering), such inclusion would
adversely affect the marketing of the Registrable Stock to be sold, and except
that if the number of Ordinary Shares so included for the account of the Company
and others exceeds the number of shares of Registrable Stock of the holder or
holders of outstanding Registrable Stock requesting such registration, then
such registration shall be deemed to be a registration in accordance with and
pursuant to Section 3. Except for registration statements on Form X-0, X-0,
X-0, F-11, F-12 or any successor thereto, the Company will not file with the
Commission any other registration statement with respect to its Ordinary Shares,
whether for its own account or that of other stockholders, from the date of
receipt of a notice from requesting holders pursuant to this Section 2 until the
completion of the period of distribution of the registration contemplated
thereby.
3. Incidental Registration. If the Company at any time (other than
pursuant to Section 2 or Section 4) proposes to register any of its securities
under the Securities Act for sale to the public, whether for its own account or
for the account of other security holders or both (except with respect to
registration statements on Forms X-0, X-0, F-4, F-11, F-12 or another form not
available for registering the Registrable Stock for sale to the public), each
such time it will give written notice to all holders of outstanding Registrable
Stock of its intention so to do. Upon the written request of any such holder,
received by the Company within 30 days after the giving of any such notice by
the Company, to register any of its Registrable Stock (which request shall state
the intended method of disposition thereof), the Company will use its best
efforts to cause the Registrable Stock as to which registration shall have been
so requested to be included in the securities to be covered by the registration
statement proposed to be filed by the Company, all to the extent requisite to
permit the sale or other disposition by the holder (in accordance with its
written request) of such Registrable Stock so registered. In the event that any
registration pursuant to this Section 3 shall be, in whole or in part, an
underwritten public offering of Ordinary Shares, the number of shares of
Registrable Stock to be included in
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such an underwriting may be reduced; provided, however, that in no event may
less than one-third of the total number of Ordinary Shares to be included in
such underwriting be made available for shares of Registrable Stock.
Notwithstanding the foregoing provisions, the Company may withdraw any
registration statement referred to in this Section 3 without thereby incurring
any liability to the holders of Registrable Stock.
4. Registrable on Form S-3. If at any time (i) a holder or holders of
Ordinary Shares issued request that the Company file a registration statement on
Form S-3 or Form F-3 or any successor thereto for a public offering of all or
any portion of the shares of Registrable Stock held by such requesting holder or
holders, and (ii) the Company is a registrant entitled to use Form S-3 or F-3 or
any successor thereto to register such shares, then the Company shall use its
best efforts to register under the Securities Act on Form S-3 or F-3 or any
successor thereto, for public sale in accordance with the method of a
disposition specified in such notice, the number of shares of Registrable Stock
specified in such notice. Whenever the Company is required by this Section 4 to
use its best efforts to effect the registration of Registrable Stock, each of
the procedures and requirements of Section 2 (including but not limited to the
requirement that the Company notify all holders of Registrable Stock from whom
notice has not been received and provide them with the opportunity to
participate in the offering) shall apply to such registration, provided,
however, that the requirements contained in the first sentence of Section 2(a)
shall not apply to any registration on Form S-3 or Form F-3 which may be
requested and obtained under this Section 4.
5. Registration Procedures. If and whenever the Company is required
by the provisions of Sections 2, 3 or 4 to use its best efforts to effect the
registration of any shares of Registrable Stock under the Securities Act, the
Company will, as expeditiously as possible:
(a) prepare and file with the Commission a registration statement
(which in the case of an underwritten public offering pursuant to
Section 2, shall be on Form S-1 or F-1 or F-6 or other form of
general applicability satisfactory to the managing underwriter
selected as therein provided) with respect to such securities and
use its best efforts to cause such registration statement to become
and remain effective for the period of the distribution contemplated
thereby (determined as hereinafter provided);
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(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective for the period specified in paragraph (a) above and
comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Stock covered by such registration
statement in accordance with the sellers' intended method of disposition
set forth in such registration statement for such period;
(c) furnish to each seller of Registrable Stock and to each underwriter
such number of copies of the registration statement and the prospectus
included therein (including each preliminary prospectus) as such persons
reasonably may request in order to facilitate the public sale or other
disposition of the Registrable Stock covered by such registration
statement;
(d) use its best efforts to register or qualify the Registrable Stock
covered by such registration statement under the securities or "blue
sky" laws of such jurisdictions as the sellers of Registrable Stock or,
in the case of an underwritten public offering, the managing underwriter
reasonably shall request; provided, however, that the Company shall not
for any such purpose be required to qualify generally to transact
business as a foreign corporation in any jurisdiction where it is not so
qualified or to consent to general service of process in any such
jurisdiction;
(e) use its best efforts to list the Registrable Stock covered by such
registration statement with any securities exchange on which the Common
Stock of the Company is then listed;
(f) immediately notify each seller of Registrable Stock and each
underwriter under 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 of which the Company has
knowledge as a result of which the prospectus contained 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 light of the circumstances then existing;
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(g) if the offering is underwritten and at the request of any seller of
Registrable Stock, use its best efforts to furnish on the date that
Registrable Stock is delivered to the underwriters for sale pursuant to
such registration: (i) an opinion dated such date of counsel
representing the Company for the purposes of such registration,
addressed to the underwriters and to such seller, stating that such
registration statement has become effective under the Securities Act
and that (A) to the best knowledge of such counsel, no stop order
suspending the effectiveness thereof has been issued and no proceedings
for that purpose have been instituted or are pending or contemplated
under the Securities Act, (B) the registration statement, the related
prospectus and each amendment or supplement thereof comply as to form
in all material respects with the requirements of the Securities Act
(except that such counsel need not express any opinion as to financial
statements or other financial data contained therein) and (C) to such
other effects as reasonably may be requested by counsel for the
underwriters or by such seller or its counsel and (ii) a letter dated
such date from the independent public accountants retained by the
Company, addressed to the underwriters and to such seller, stating that
they are independent public accountants within the meaning of the
Securities Act and that, in the opinion of such accountants, the
financial statements of the Company included in the registration
statement or the prospectus, or any amendment or supplement thereof,
comply as to form in all material respects with the applicable
accounting requirements of the Securities Act, and such letter shall
additionally cover such other financial matters (including information
as to the period ending no more than five business days prior to the
date of such letter) with respect to such registration as such
underwriters reasonably may request; and
(h) make available for inspection by each seller of Registrable Stock,
any underwriter participating in any distribution pursuant to such
registration statement, and any attorney, accountant or other agent
retained by such seller or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause
the Company's officers, directors and employees to supply all
information reasonably requested by any such seller, underwriters,
attorney, accountant or agent in connection with such registration
statement.
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For purposes of Section 5(a) and 5(b) and of Section 2(c), the period of
distribution of Registrable Stock in a firm commitment underwritten public
offering shall be deemed to extend until each underwriter has completed the
distribution of all securities purchased by it, and the period of distribution
of all securities purchased by it, and the period of distribution of Registrable
Stock in any other registration shall be deemed to extend until the earlier of
the sale of all Registrable Stock covered thereby and 90 days after the
effective date thereof.
In connection with each registration hereunder, the sellers of
Registrable Stock will furnish to the Company in writing such information with
respect to themselves and the proposed distribution by them as reasonably
shall be necessary in order to assure compliance with federal and applicable
state securities laws.
In connection with each registration pursuant to Sections 2, 3 or 4
covering an underwritten public offering, the Company and each seller agree to
enter into a written agreement with the managing underwriter selected in the
manner herein provided in such form and containing such provisions as are
customary in the securities business for such an arrangement between such
underwriter and companies of the Company's size and investment stature.
6. Expenses. All expenses incurred by the Company in complying with
Sections 2, 3 and 4, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel and independent
public accountants for the Company, fees and expenses (including counsel fees)
incurred in connection with complying with state securities or "blue sky" laws,
fees of the National Association of Securities Dealers, Inc., transfer taxes,
fees of transfer agents and registrars, costs of insurance and reasonable fees
and disbursements of one counsel for the sellers of Registrable Stock, but
excluding any Selling Expenses, are called "Registration Expenses". All
underwriting discounts and selling commissions applicable to the sale of
Registrable Stock are called "Selling Expenses".
The Company will pay all Registration Expenses in connection with (i)
one registration statement under Section 2, (ii) all registration statements
under Section 3 and (iii) one registration statement under Section 4. All
Selling Expenses in connection with each registration statement under Sections
2, 3, or 4 shall be borne by the participating sellers in proportion to the
number of shares sold by each, or by such participating sellers other than the
Company (except to the extent the Company shall be a seller) as they may agree.
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7. Indemnification and Contribution. (a) In the event of a
registration of any of the Registrable Stock under the Securities Act pursuant
to Sections 2, 3 or 4, the Company will indemnify and hold harmless each seller
of such Registrable Stock thereunder, each underwriter of such Registrable Stock
thereunder and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such seller,
underwriter or controlling person may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or 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 any registration
statement under which such Registrable Stock was registered under the
Securities Act pursuant to Sections 2, 3 or 4, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereof, 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 will reimburse each such seller, each
such underwriter and each such controlling person 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 Company will not be liable in any such case if and to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by any such seller, any such
underwriter or any such controlling person in writing specifically for use in
such registration statement or prospectus.
(b) In the event of a registration of any of the Registrable Stock
under the Securities Act pursuant to Sections 2, 3 or 4, each seller of such
Registrable Stock thereunder, severally and not jointly, will indemnify and hold
harmless the Company, each person, if any, who controls the Company within the
meaning of the Securities Act, each officer of the Company who signs the
registration statement, each director of the Company, each underwriter and each
person who controls any underwriter within the meaning of the Securities Act,
against all losses, claims, damages or liabilities, joint or several, to which
the Company or such officer, director, underwriter or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or 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 the registration statement under which such Registrable Stock
was registered under the Securities Act pursuant to Sections 2, 3, or
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4, any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, 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 will
reimburse the Company and each such officer, director, underwriter and
controlling person 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 such seller will be liable
hereunder in any such case if and only to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with information pertaining to such seller, as such,
furnished in writing to the Company by such seller specifically for use in such
registration statement or prospectus; provided, further, that the liability of
each seller hereunder shall be limited to the proportion of any such loss,
claim, damage, liability or expense which is equal to the proportion that the
public offering price of the shares sold by such seller under such registration
statement bears to the total public offering price of all securities sold
thereunder, but not in any event to exceed the proceeds received by such seller
from the sale of Registrable Stock covered by such registration statement.
(c) Promptly after receipt by an indemnified party hereunder of notice
of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party hereunder, notify
the indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
such indemnified party other than under this Section 7 and shall only relieve
it from any liability which it may have to such indemnified party under this
Section 7 if and to the extent the indemnifying party is prejudiced by such
omission. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the extent
it shall wish, to assume and undertake the defense thereof with counsel
reasonably satisfactory to such indemnified party, and, after notice from the
indemnifying party to such indemnified party of its election so to assume and
undertake the defense thereof, the indemnifying party shall not be liable to
such indemnified party under this Section 7 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation and of liaison with counsel so selected;
provided, however, that, if the defendants in any such action include both the
indemnified
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party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be reasonable defenses available to it which are
different from or additional to those available to the indemnifying party or if
the interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying party, the indemnified party shall have the
right to select a separate counsel and to assume such legal defenses and
otherwise to participate in the defense of such action, with the expenses and
fees of such separate counsel and other expenses related to such participation
to be reimbursed by the indemnifying party as incurred. No indemnifying party,
in defense of any such action, shall, except with the consent of each
indemnified party, consent to the 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 action.
(d) In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) any holder
of Registrable Stock exercising rights under this Agreement, or any controlling
person of any such holder, makes a claim for indemnification pursuant to this
Section 7 but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to
appeal or the denial of the last right of appeal) that such indemnification may
not be enforced in such case notwithstanding the fact that this Section 7
provides for indemnification in such case, or (ii) contribution under the
Securities Act may be required on the part of any such selling holder or any
such controlling person in circumstances for which indemnification is provided
under this Section 7; then, and in each such case, the Company and such holder
will contribute to the aggregate losses, claims, damages or liabilities to
which they may be subject (after contribution from others) in such proportion
so that such holder is responsible for the portion represented by the
percentage that the public offering price of its Registrable Stock offered by
the registration statement bears to the public offering price of all securities
offered by such registration statement, and the Company is responsible for the
remaining portion; provided, however, that, in any such case, (A) no such
holder will be required to contribute any amount in excess of the public
offering price of all such Registrable Stock offered by it pursuant to such
registration statement; and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty
of such fraudulent misrepresentation.
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8. Changes in Ordinary Shares. If, and as often as, there is any
change in the Ordinary Shares by way of stock split, stock dividend,
combination or reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof so that the rights and
privileges granted hereby shall continue with respect to the Ordinary Shares as
so changed.
9. Rule 144 Reporting. With a view to making available the benefits
of certain rules and regulations of the Commission which may at any time permit
the sale of the Registrable Stock to the public without registration, at all
times after 90 days after any registration statement covering a public offering
of securities of the Company under the Securities Act shall have become
effective, the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act;
(b) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act; and
(c) furnish to each holder of Registrable Stock forthwith upon
request a written statement by the Company as to its compliance with
the reporting requirements of such Rule 144 and of the Securities Act
and the Exchange Act, a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed by
the Company as such holder may reasonably request in availing itself
of any rule or regulation of the Commission allowing such holder to
sell any Registrable Stock without registration.
10. Representations and Warranties of the Company. The Company
represents and warrants to you as follows:
(a) The execution, delivery and performance of this Agreement
by the Company have been duly authorized by all requisite corporate
action and will not violate any provision of law, any order of any
court or other agency of government, the Charter or Articles of
Association of the Company or any provision of any indenture, agreement
or other instrument to which it or any of its properties or assets is
bound, conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any such indenture,
agreement or other instrument or result in the creation or imposition
of any lien, charge or encumbrance of any nature
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whatsoever upon any of the properties or assets of the Company.
(b) This Agreement has been duly executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the
Company, enforceable in accordance with its terms, subject to (i)
applicable bankruptcy, insolvency, reorganization and moratorium laws
and other laws of general application affecting enforcement of
creditors' rights generally and (ii) the availability of equitable
remedies as such remedies may be limited by equitable principles of
general applicability (regardless of whether enforcement is sought in a
proceeding in equity or at law).
11. Miscellaneous. (a) All covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties
hereto (including without limitation transferees of any Registrable Stock),
whether so expressed or not; provided, however, that registration rights
conferred herein on the holders of Registrable Stock shall only inure to the
benefit of a transferee of Registrable Stock if (i) there is transferred to such
transferee at least 20% of the total shares of Registrable Stock originally
issued to the Investor or (ii) such transferee is a partner, shareholder or
affiliate of a party hereto.
(b) All notices, requests, consents and other communications hereunder
shall be in writing and shall be effective upon receipt when mailed by
certified or registered mail, return receipt requested, postage pre-paid, or,
in the case of non-U.S. residents, telecopied and sent by air mail, addressed
as follows:
if to the Company or any other party hereto, at the address of
such party set forth in the UCT Option Agreement, executed between the
parties of even date herewith;
if to any subsequent holder of Registrable Shares, to it at
such address as may have been furnished to the Company in writing by
such holder;
or, in any case, at such other address or addresses as shall have been
furnished in writing to the Company (in the case of a holder of Registrable
Stock) or to the holders of Registrable Stock (in the case of the Company) in
accordance with the provisions of this paragraph.
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(c) This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, provided, however, that such laws do
not constitute an illegal or unconscionable act under the governing law of the
Company's incorporation or subject the Company to liability for breach or
violation of any such applicable rule, regulation or industry standard in the
jurisdiction of operations.
(d) This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
(e) The obligations of the Company to register shares of Registrable
Stock under Sections 2, 3 or 4 shall terminate on the fifteenth anniversary of
the date of this Agreement, unless such obligations terminate earlier in
accordance with the terms of this Agreement.
(f) If requested in writing by the underwriters for the initial
underwritten public offering of securities of the Company, each holder of
Registrable Stock who is a party to this Agreement shall agree not to sell
publicly any shares of Registrable Stock or any of Ordinary Shares (other than
shares of Registrable Stock or other Ordinary Shares being registered in such
offering), without the consent of such underwriters, for a period of not more
than 180 days following the effective date of the registration statement
relating to such offering; provided, however, that all persons entitled to
registration rights with respect to Ordinary Shares who are not parties to this
Agreement, all other persons selling Ordinary Shares in such offering and all
executive officers and directors of the Company shall also have agreed not to
sell publicly their Ordinary Shares under the circumstances and pursuant to the
terms set forth in this Section 11(f).
(g) Notwithstanding the provisions of Section 5(a), the Company's
obligation to file a registration statement, or cause such registration
statement to become and remain effective, shall be suspended for a period not
to exceed 90 days in any 24-month period if there exists at the time material
non-public information relating to the Company which, in the reasonable opinion
of the Board of Directors of the Company, should not be disclosed.
(h) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this Agreement, and
this Agreement shall be
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carried out as if any such illegal, invalid or unenforceable provision were not
contained herein.
(i) Except as otherwise provided herein, neither this Agreement nor
any provision hereof can be modified, changed, discharged, waived or terminated
except by an instrument in writing signed by the party against whom the
enforcement of any modification, change, waiver, discharge or termination is
sought or by the agreement of holders representing at least 51% of the shares
owned by the Investors at the time of said action.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
effective as of this 27th day of September, 1995.
UNILABS CLINICAL TRIALS, LTD.
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Name: XXXXXXX X. XXXXX
Title: AGENT, BY POWER OF ATTORNEY
NDA Clinical Trial
Services, Ltd.
--------------------
NDA Stockholders to sign by Instrument of Accession annexed hereto.
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Instrument of Accession
The terms of provisions of the Registration Rights Agreement dated as
of September 27, 1995, among Unilabs Clinical Trials, Ltd. and the stockholders
signatory thereto are hereby accepted and agreed to by the undersigned as of
the date hereof.
__________________________________ ____________________________________
Stockholder (Individual) Stockholder (Corporate/Partnership)
__________________________________ By: _______________________________
(Print Name) (Authorized Signature)
Dated: __________________________ ____________________________________
(Print Name and Title)
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