Exhibit 4.10
REGISTRATION AGREEMENT
THIS AGREEMENT dated as of June 17, 1999 is made between HealthGate
Data Corp., a Delaware corporation (the "Company") and General Electric Company,
a New York Corporation or one or more of its affiliates (the "Purchaser").
WHEREAS, the Company and the Purchaser have entered into a Warrant
Purchase Agreement of even date herewith (the "Purchase Agreement"); and
WHEREAS, the Company and the Purchaser desire to provide for certain
arrangements with respect to the registration of shares of capital stock of the
Company under the Securities Act of 1933;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:
1. DEMAND REGISTRATIONS.
(a) REQUESTS FOR REGISTRATION. At any time commencing upon the
earlier of (i) six months after the closing of a public offering of the
Company's Common Stock pursuant to a registration statement filed under the
Securities Act and (ii) the second anniversary of the Closing, the holders of
the Registrable Securities may request registration under the Securities Act of
all or part of their Registrable Securities on (i) Form S-1 or any similar or
successor long-form registration ("Long-Form Registrations"), or (ii) Form S-3
or any similar or successor short-form registration ("Short-Form
Registrations"), if a Short-Form Registration is then available to the Company.
Within twenty business days after receipt of any such request, the Company will
give written notice of such requested registration to all other holders of
Registrable Securities and will include in such registration all Registrable
Securities with respect to which the Company has received written requests for
inclusion therein within 15 days after the receipt of the Company's notice. All
registrations requested pursuant to this paragraph 1(a) are referred to herein
as "Demand Registrations".
(b) LONG-FORM REGISTRATION. The holders of Registrable
Securities will be entitled to request one Long-Form Registration in which the
Company will pay all Registration Expenses. A registration will not count as a
Long-Form Registration until it has become effective unless discontinued at the
request of the holders of the Registrable Securities included therein.
(c) SHORT-FORM REGISTRATIONS. In addition to the Long-Form
Registration provided pursuant to paragraph l(b), the holders of Registrable
Securities will be entitled to request not more than two Short-Form
Registrations in which the Company will pay all Registration Expenses. Demand
Registrations will be Short-Form Registrations whenever the Company is permitted
to use any applicable short form. Once the Company has become subject to the
reporting requirements of the Securities Exchange Act, the Company will use its
best efforts to make Short-Form Registrations available for the sale of
Registrable Securities.
(d) PRIORITY ON DEMAND REGISTRATIONS. Except for the piggyback
registration rights set forth in Section 2 of each of the following agreements:
(i) the Company's Registration Agreement with Xxxxx Xxxxxx and Xxxxxxx Xxxxxx,
dated Xxxxx 00, 0000, (xx) the Company's Registration Agreement with Xxxxxxx
Research Corporation, dated October 18, 1995, (iii) the Company's Registration
Agreement with Purchasers of Series C Shares, dated August 21, 1996, (iv) the
Company's Registration Agreement with Petra Capital, LLC, dated March 26, 1998,
and (v) the Company's Registration Agreement with GE Capital Equity Investments,
Inc., dated March__, 1999, and except for the registration rights set forth in
the Company's Registration Agreement with Xxxxxxxxx Science, Ltd., dated
December 20, 1996, (which piggyback and registration rights are subject to the
priority in such registration of all Registrable Securities and are subject to
cut-back as provided in the second sentence of this paragraph 1(d)), the Company
will not include in any Demand Registration any securities which are not
Registrable Securities without the written consent of the holders of a majority
of the Registrable Securities requesting such registration. If a Demand
Registration is an underwritten offering, and the managing underwriters advise
the Company in writing that in their opinion the number of Registrable
Securities and other securities requested to be included pursuant to the
registration rights described in the first sentence of this Section 1(d)
(together with the Registrable Securities, the "Requested Securities") exceeds
the number of Requested Securities which can be sold in such offering, the
Company will include in such registration prior to the inclusion of any
securities which are not Requested Securities the number of Requested Securities
requested to be included which in the opinion of such underwriters can be sold,
pro rata among the respective holders on the basis of the amount of Requested
Securities owned. Any Persons other than holders of Registrable Securities who
participate in Demand Registrations must pay their share of the Registration
Expenses as provided in paragraph 5 unless otherwise agreed to by the Company's
board of directors.
(e) RESTRICTIONS. If, at the time of any request to register
Registrable Securities pursuant to this paragraph 1, the Company
(i) has filed, or has definite plans to file within
90 days after the time of the request, a registered public offering as to which
the holders may include Registrable Securities pursuant to paragraph 2, or
(ii) is engaged in any other activity which, in the
good faith determination of the Company's board of directors, would be adversely
affected by the requested registration to the material detriment of the Company,
then the Company's board of directors may at its option direct that such request
be delayed for a period not in excess of six months from the effective date of
such offering or ninety days from the date of commencement of such other
activity, as the case may be, and such right to delay a requested registration
may not be exercised by the Company more than once in any 12-month period. If
the holders of Registrable Securities included therein elect to discontinue a
delayed registration, the Company will pay all of the Registration Expenses in
connection therewith, and such registration will not count as one of the
permitted Demand Registrations. The Company will not in any event be obligated
to effect any
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Demand Registration within six months after the effective date of a previous
Demand Registration.
(f) SELECTION OF UNDERWRITERS. The holders of a majority of
the Registrable Securities included in any Demand Registration will have the
right to select the investment banker(s) and manager(s) to administer the
offering, subject to the Company's approval which will not be unreasonably
withheld.
(g) OTHER REGISTRATION RIGHTS. Except as provided in this
Agreement and subject to the provisions of Section 8 herein, the Company will
not grant to any Persons the right to request the Company to register any equity
securities of the Company, or any securities convertible or exchangeable into or
exercisable for such securities, without the written consent of the holders of a
majority of the Registrable Securities; provided that the Company may grant
rights to other Persons to participate in Piggyback Registrations so long as
such rights are subject to the provisions of paragraphs 2(c) and 2(d) hereof.
2. PIGGYBACK REGISTRATIONS.
(a) RIGHT TO PIGGYBACK. Whenever the Company proposes to
register any of its securities under the Securities Act (other than pursuant to
a Demand Registration) and the registration form to be used may be used for the
registration of Registrable Securities (a "Piggyback Registration"), the Company
will give prompt written notice to all holders of Registrable Securities of its
intention to effect such a registration and will include in such registration
all Registrable Securities with respect to which the Company has received
written requests for inclusion therein within 15 days after the Company gives
its notice. The right of holders of Registrable Securities to such Piggyback
Registrations shall be unlimited.
(b) PIGGYBACK EXPENSES. The Registration Expenses of the
holders of Registrable Securities will be paid by the Company in all Piggyback
Registrations.
(c) PRIORITY ON INITIAL PUBLIC OFFERING REGISTRATION. If a
Piggyback Registration is an underwritten primary registration on behalf of the
Company which is an initial public offering, and the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering, the Company will include in such registration (i) first,
the securities the Company proposes to sell, (ii) second, the Registrable
Securities and the securities that may be registered pursuant to registration
rights granted to holders of the Series E Preferred Stock (the "Series E
Registrable Securities") which are requested to be included in such
registration, pro rata among the holders of such securities on the basis of the
number of shares owned by such holders, and (iii) third, other securities
requested to be included in such registration. Notwithstanding the foregoing,
the Purchaser hereby waives its rights to include any equity securities of the
Company in the Company's initial public offering and the Company represents that
no other equity holders will include equity securities of the Company in any
such initial public offering.
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(d) PRIORITY ON PRIMARY AND SECONDARY REGISTRATIONS. If a
Piggyback Registration is an underwritten primary registration on behalf of the
Company which is not an initial public offering, or a secondary registration on
behalf of holders of the Company's securities, and the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering, the Company will include in such registration (i) first,
the securities requested to be included in such registration by the Company for
its own account up to a maximum aggregate offering price of $20 million, if such
registration is being initiated by the Company, (ii) second, the Registrable
Securities and the Series E Registrable Securities which are requested to be
included in such registration, pro rata among the holders of such securities on
the basis of the number of shares owned by such holders and (iii) third, other
securities requested to be included in such registration.
(e) OTHER REGISTRATIONS. If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to
paragraph 1 or pursuant to this paragraph 2, and if such previous registration
has not been withdrawn or abandoned, the Company will not file or cause to be
effected any other registration of any of its equity securities or securities
convertible or exchangeable into or exercisable for its equity securities under
the Securities Act (except on Form S-8 or any successor form), whether on its
own behalf or at the request of any holder or holders of such securities, until
a period of at least six months has elapsed from the effective date of such
previous registration.
3. HOLDBACK AGREEMENTS.
(a) Each holder of Registrable Securities agrees not to effect
any public sale or distribution of equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for such securities,
during (i) the seven days prior to and the 180-day period beginning on the
effective date of any underwritten Demand Registration or any underwritten
Piggyback Registration in which Registrable Securities are included (except as
part of such underwritten registration) (ii) the 180-day period following the
date of the final prospectus filed by the Company with the Securities and
Exchange Commission in connection with the first underwritten public offering of
the Company's common stock unless the underwriters managing such registered
public offering otherwise agree.
(b) The Company agrees (i) not to effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and during the 180-day period beginning on the effective date of any
underwritten Demand Registration or any underwritten Piggyback Registration in
which Registrable Securities are included (except as part of such underwritten
registration or pursuant to registrations on Form S-8 or any successor form)
unless the underwriters managing such registered public offering otherwise
agree, and (ii) to use its best efforts to cause each Person who holds at least
5% of the Common Stock of the Company (on a fully-diluted basis), acquired at
any time after the date of this Agreement (other than in a registered public
offering), to agree not to effect any public sale or distribution of any such
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securities during such period (except as part of such underwritten registration,
if otherwise permitted) unless the underwriters managing such registered public
offering otherwise agree.
4. REGISTRATION PROCEDURES. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this Agreement, the Company will use its best efforts to effect the
registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof, and pursuant thereto the Company will as
expeditiously as possible:
(a) prepare and file with the Securities and Exchange
Commission a registration statement with respect to such Registrable Securities,
and use its best efforts to cause such registration statement to become
effective (provided that before filing a registration statement or prospectus or
any amendments or supplements thereto, the Company will furnish to the counsel
selected by the holders of a majority of the Registrable Securities covered by
such registration statement copies of all such documents proposed to be filed,
which documents will be subject to the review of such counsel);
(b) prepare and file with the Securities and Exchange
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 a period of not less than 90 days and
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(d) use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller (provided, that the Company will not be required
to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (ii) subject itself
to taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the Company will prepare
a supplement or
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amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed;
(g) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;
(h) enter into such customary agreements (including an
underwriting agreement in customary form) and take all such other actions as the
holders of a majority of the Registrable Securities being sold or the
underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities; and
(i) make available for inspection by any seller of such
Registrable Securities, any underwriter participating in any disposition
pursuant to this Agreement, and any attorney, accountant or other agent retained
by any 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, underwriter, attorney, accountant or agent in connection
with such registration statement. In connection with any Demand Registration or
Piggyback Registration, the holders of Registrable Securities will expeditiously
supply the Company with all information and copies of all documents reasonably
necessary to effect such registration in compliance with the Securities Act and
the rules and regulations thereunder and shall otherwise cooperate with the
Company and its counsel in expediting the effectiveness of any such
registration.
5. REGISTRATION EXPENSES.
(a) Except as otherwise provided herein, all expenses incident
to the Company's performance of or compliance with this Agreement, including
without limitation all registration and filing fees, fees and expenses of
compliance with securities or blue sky laws, printing expenses, messenger and
delivery expenses, and fees and disbursements of counsel for the Company and all
independent certified public accountants, underwriters (excluding underwriters'
discounts and commissions) and other Persons retained by the Company and all
other expenses of the Company, including internal expenses (including without
limitation all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit, the expense of any
liability insurance and the expenses and fees for listing the securities to be
registered on each securities exchange on which similar securities issued by the
Company are then listed (all such expenses being herein called "Registration
Expenses") will be borne by the Company.
(b) To the extent Registration Expenses are not required to be
paid by the Company, each holder of securities included in any registration
hereunder will pay those Registration Expenses allocable to the registration of
such holder's securities so included, and
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any Registration Expenses not so allocable will be borne by all sellers of
securities included in such registration in proportion to the aggregate selling
price of the securities to be so registered.
6. INDEMNIFICATION.
(a) The Company agrees to indemnify, to the extent permitted
by law, each holder of Registrable Securities and, as applicable, such holder's
officers and directors and each Person who controls such holder (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses caused by any untrue or alleged untrue statement of material fact
contained in any registration statement, prospectus or preliminary prospectus or
any amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are caused by or
contained in any information furnished in writing to the Company by such holder
expressly for use therein or by such holder's failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after the Company has furnished such holder with a sufficient number of copies
of the same. In connection with an underwritten offering, the Company will
indemnify such underwriters, their officers and directors and each Person who
controls such underwriters (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the holders
of Registrable Securities; provided that such underwriters indemnify the Company
to the same extent as provided in subparagraph (b) below with respect to the
indemnification of the Company by the holders of Registrable Securities.
(b) In connection with any registration statement in which a
holder of Registrable Securities is participating, each such holder will furnish
to the Company in writing such information and affidavits as the Company
reasonably requests for use in connection with any such registration statement
or prospectus and, to the extent permitted by law, will indemnify the Company,
its directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission or alleged untrue statement or omission is
contained in any information or affidavit so furnished in writing by such
holder; provided, that the obligation to indemnify will be several, not joint
and several, among such holders of Registrable Securities participating in the
registration and the liability of each such holder of Registrable Securities
will be in proportion to and limited to the net proceeds received by such holder
from the sale of Registrable Securities pursuant to such registration statement.
(c) Any Person entitled to indemnification hereunder will (i)
give prompt written notice to the indemnifying party of any claim with respect
to which such person seeks indemnification and (ii) unless in the reasonable
judgment of counsel for such indemnified party (given in writing) a conflict of
interest between such indemnified and indemnifying parties exists with respect
to such claim, permit such indemnifying party to assume the defense of such
claim
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with counsel reasonably satisfactory to the indemnified party. If such defense
is so assumed, the indemnifying party will not be subject to any liability for
any settlement made by the indemnified party without the indemnifying party's
consent (but such consent will not be unreasonably withheld). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim
will not be obligated to pay the fees and expenses of more than one counsel for
all parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim.
(d) The indemnification provided for under this Agreement will
remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling Person
of such indemnified party and will survive the transfer of securities. The
Company also agrees to make such provisions for contribution to any indemnified
party in the event the Company's indemnification is unavailable for any reason
as are reasonably requested by any indemnified party.
7. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any underwritten registration hereunder unless such Person (a)
agrees to sell such Person's securities on the basis provided in the
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.
8. AMENDMENT OF REGISTRATION AGREEMENT. If the Company desires to enter
into or does enter into a Registration Agreement with any Person at any time (a
"New Registration Agreement") and such New Registration Agreement provides for
rights more beneficial to such Person than those rights provided to the
Purchaser herein or provided to the Purchaser pursuant to any amendment,
restatement or modification of this Agreement, the Company and the Purchaser
shall agree to further amend, restate or modify this Agreement to provide the
Purchaser with the equivalent rights as those provided in the New Registration
Agreement.
9. DEFINITIONS.
(a) The term "Registrable Securities" means (i) any Common
Stock issued upon the exercise of the Warrant issued to the Purchaser pursuant
to the Purchase Agreement or any other security issued by the Company to the
Purchaser after the date of this Agreement, (ii) any Common Stock issued or
issuable with respect to the Common Stock 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, and (iii) any
other shares of Common Stock held by Persons holding securities described in
clauses (i) or (ii) above. As to any particular Registrable Securities, such
securities will cease to be Registrable Securities when they have ceased to be
Restricted Securities under the particular Purchase Agreement pursuant to which
such securities were issued; provided that any securities which cease to be
Restricted Securities solely because they have become eligible for transfer
pursuant to Rule 144 (or any similar rule then in force) will not cease to be
Registrable Securities until they have actually been
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sold in compliance with Rule 144 (or any similar rule then in force). For
purposes of this Agreement, a Person will be deemed to be a holder of
Registrable Securities whenever such Person has the right to acquire such
Registrable Securities (by conversion, election to exercise purchase right or
otherwise), but disregarding any legal restrictions upon the exercise of such
right), whether or not such acquisition has actually been effected.
(b) Unless otherwise stated, other capitalized terms contained
herein have the meanings set forth in the Purchase Agreement.
10. MISCELLANEOUS.
(a) NO INCONSISTENT AGREEMENTS. The Company will not hereafter
enter into any agreement with respect to its securities which is inconsistent
with the rights granted to the holders of Registrable Securities in this
Agreement.
(b) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company
will not take any action, or permit any change to occur, with respect to its
securities which would materially and adversely affect the ability of the
holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement or which would materially and
adversely affect the marketability of such Registrable Securities in any such
registration (including, without limitation, effecting a stock split or a
combination of shares).
(c) REMEDIES. Any Person having rights under any provision of
this Agreement will be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.
(d) AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, the provisions of this Agreement may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of holders
of a majority of the Registrable Securities.
(e) SUCCESSORS AND ASSIGNS. All covenants and agreements in
this 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; provided, however, that no transferee of any
Purchaser shall be entitled to any rights hereunder unless such transferee (a)
acquires a number of Registrable Securities representing not less than 150,000
shares of Common Stock on an as converted basis (as proportionally adjusted for
stock splits, stock dividends and recapitalization affecting the Common Stock)
or (b) is a member of the "affiliated group" of the Purchaser (as defined
below). The Company shall be given written notice by the Purchaser a reasonable
time after such transfer stating the name and address of the transferee and
identifying the securities with respect to which its rights hereunder are being
assigned. Any transferee to whom rights hereunder are transferred shall, as a
condition to such transfer, deliver to the Company a written instrument by which
the transferee agrees to be bound by the obligations imposed upon the Purchaser
hereunder to the same extent as if such transferee were an original party
hereto. As used herein, the term "affiliated group" includes the Purchaser's or
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any transferee's spouse, parents, siblings and descendants (whether natural or
adopted) and any trust solely for the benefit of such person and/or such person
spouse, parents, siblings and/or descendants and, in the case of a corporation,
limited liability company or partnership, any shareholder or partner thereof or
any entity which controls, is controlled by or is under common control with such
corporation, limited liability company or partnership.
(f) SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
(g) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
will constitute one and the same Agreement.
(h) DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
(i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA, IN
EACH CASE LOCATED IN THE COUNTY OF NEW YORK, FOR ANY ACTION, PROCEEDING OR
INVESTIGATION IN ANY COURT OR BEFORE ANY GOVERNMENTAL AUTHORITY ("LITIGATION")
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN
SUCH COURTS), AND FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR
DOCUMENT BY U.S. REGISTERED MAIL TO ITS RESPECTIVE ADDRESS SET FORTH IN THIS
AGREEMENT SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY LITIGATION BROUGHT
AGAINST IT IN ANY SUCH COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY LITIGATION
ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE
COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES OF AMERICA, IN EACH CASE
LOCATED IN THE COUNTY OF NEW YORK, AND HEREBY FURTHER IRREVOCABLY AND
UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL
BY
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JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(j) NOTICES. All notices, demands or other communications to
be given or delivered under or by reason of the provisions of this Agreement
will be in writing and will be deemed to have been given when delivered
personally, sent by confirmed fax or mailed by certified or registered mail,
return receipt requested and postage prepaid, to the recipient. Such notices,
demands and other communications will be sent
To the Company: HealthGate Data Corp.
00 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx, President
with a copy to: Xxxxxxx X. Xxxx, Esq.
Rich, May, Xxxxxxxx & Xxxxxxxx, P.C.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Fax: (000) 000-0000
To the Purchaser: GE Medical Systems
000 Xxxxx Xxxxxxxxx Xxxx.
Xxxxxxxx, Xxxxxxxxx
Attention: General Counsel
Fax:_________________________
with a copy to: Xxxxxx Xxxxxxxx, Esq.
Xxxxxx Xxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Fax: (000) 000-0000
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
HEALTHGATE DATA CORP.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx, President
GENERAL ELECTRIC COMPANY
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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