0000950144-08-003410 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 30th, 2008 • Medassets Inc • Services-prepackaged software • New York

AMENDMENT NO. 1 (this “Amendment”), dated as of April 29, 2008, to the Amended and Restated Registration Rights Agreement dated as of October 19, 2007 (the “Registration Rights Agreement”), among MedAssets, Inc., a Delaware corporation (the “Company”), and the Investors listed therein. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Registration Rights Agreement.

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April 29, 2008 MedAssets, Inc. 100 North Point Center East, Suite 200 Alpharetta, Georgia 30022
Credit Agreement • April 30th, 2008 • Medassets Inc • Services-prepackaged software

Re: Credit Agreement dated as of October 23, 2006 (as amended or modified from time to time, the “Credit Agreement”) by and among MedAssets, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A. (“Bank of America”), as Administrative Agent, Swing Line Lender and L/C Issuer. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Credit Agreement.

AGREEMENT AND PLAN OF MERGER by and among ACCURO, L.L.C., ACCURO HEALTHCARE SOLUTIONS, INC., MEDASSETS, INC., ASTON ACQUISITION I, INC., ASTON ACQUISITION II, LLC, the Signing Sellers party hereto, and WELSH, CARSON, ANDERSON & STOWE IX, L.P., in its...
Merger Agreement • April 30th, 2008 • Medassets Inc • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 29, 2008, is made by and among Accuro, L.L.C., a Texas limited liability company (the “Company”), Accuro Healthcare Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Accuro”), MedAssets, Inc., a Delaware corporation (“Parent”), Aston Acquisition I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “First Merger Subsidiary”), Aston Acquisition II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (the “Second Merger Subsidiary”), those Persons identified on the signature pages hereto as a Signing Seller (each, a “Signing Seller” and collectively, the “Signing Sellers”) and Welsh, Carson, Anderson & Stowe IX, L.P., in its capacity as Representative (as hereinafter defined).

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