Exhibit 99.3
REGISTRATION RIGHTS AGREEMENT
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This Registration Rights Agreement (the "Agreement") dated this 29th day of
August, 1997, is by and between VISTA INFORMATION SOLUTIONS, INC., a Minnesota
corporation (the "Company"), and SIRROM CAPITAL CORPORATION d/b/a TANDEM
CAPITAL, a Tennessee corporation (the "Holder"). Capitalized terms not
otherwise defined shall have the meanings assigned by Section 11.
W I T N E S S E T H:
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WHEREAS, the Company and the Holder have entered into a certain Convertible
Preferred Stock Purchase Agreement (the "Preferred Stock Purchase Agreement") of
even date herewith that provides for, among other things, the Company to grant
to Holder certain registration rights with respect to shares of the Company's
common stock, $.01 par value per share (the "Common Stock"), as set forth
herein; and
NOW, THEREFORE, in consideration of the mutual covenants and undertakings
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Demand Registration.
1.1 DEMAND RIGHTS. If the holders of at least 25% of the Registrable
Securities outstanding ("Initiating Holders") request in writing (a "Demand
Request") that the Company register an offering of Registrable Securities under
the Securities Act of 1933, by underwriters selected by the Initiating Holders
and reasonably acceptable to the Company, with anticipated gross offering
proceeds of at least $1,000,000, the Company shall:
(i) promptly give Notice of the Demand Request to all other
holders of Registrable Securities; and
(ii) use its best efforts to effect the registration and sale of
such Registrable Securities, together with all other Registrable Securities
specified in any written request received by the Company within 20 days
after the date of the Notice of Demand Request, in accordance with the
intended method of disposition thereof, and in accordance with the
procedures set forth in Section 6.
1.2 NUMBER OF DEMAND REGISTRATIONS. Initiating Holders shall be
entitled to request three registrations of Registrable Securities pursuant to
this Section 1; and the Company shall pay all Registration Expenses in
connection with each such registration request. A registration shall not count
towards the maximum of three registration requests held by the Holder hereunder
unless the registration statement for such requested registration has become
effective and an offering closed in which all Registrable Securities requested
to be included in such registration by the Initiating Holders shall have been
sold. Provided, however, that the Company in any event shall pay all
Registration Expenses in connection with any requested
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registration whether or not the registration statement becomes effective (unless
the failure to become effective is such as to require the Initiating Holders to
pay all Registration Expenses for such aborted or withdrawn registration
pursuant to Section 4 below, in which case (i) such Initiating Holders shall
reimburse the Company for all such Registration Expenses incurred and paid by
the Company in connection with such registration, and (ii) such withdrawn
request shall not count as a requested registration hereunder). Further
provided, that if (i) the Initiating Holders withdraw from or abort more than
one registration in any consecutive 12-month period, and (ii) the Initiating
Holders are required to pay Registration Expenses pursuant to Section 4 for more
than one such withdrawn or aborted registration, only one such registration
shall not be counted.
1.3 OTHER SECURITIES AND PRIORITY. The registration statement filed
pursuant to the Demand Request may, subject to the prior written consent of the
Initiating Holders, include other securities of the Company, provided that all
Registrable Securities for which the Initiating Holders have requested
registration shall be covered by such registration statement and sold in such
offering before any such other securities are included and sold.
1.4 LIMITATIONS. The Company shall not be obligated to effect, or to
take any action to effect, any demand registration:
(i) in any jurisdiction in which the Company would be required
to execute a general consent to service of process, unless the Company is
already subject to service in such jurisdiction and except as may be
required by the Securities Act;
(ii) during the period beginning 15 days prior to the Company's
good faith estimate of the date of filing of, and ending 180 days after the
effective date of, a Company-initiated registration, provided that the
Company is actively employing in good faith all reasonable efforts to cause
such registration statement to become effective; or
(iii) if the Initiating Holders propose to dispose of shares of
Registrable Securities which may be immediately registered on Form S-3
pursuant to a request made under Section 3 hereof.
1.5 DEFERRAL OF REGISTRATION. If (i) in the good faith judgment of
the Board of Directors of the Company, the filing of a registration statement as
soon as practicable after receipt of the Demand Request would be materially
detrimental to the Company because there exist BONA FIDE financing, acquisition,
or other activities of the Company, and the Board of Directors of the Company
concludes, as a result, that it is essential to defer the filing of such
registration statement at such time, and (ii) the Company shall furnish to the
Initiating Holders a certificate signed by the President of the Company stating
that in the good faith judgment of the Board of Directors of the Company, it
would be materially detrimental to the Company for such registration statement
to be filed in the near future and that it is essential to defer the filing of
such registration statement, then the Company may defer such filing for a period
of not more than 90 days after receipt of the Demand Request of the Initiating
Holders, provided that the Company shall not defer its obligations in this
manner for more than an aggregate of 90 days in
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any twelve-month period, and provided further that the Initiating Holders shall
be entitled to withdraw the request for registration within 30 days after
receipt of such certificate and, if such request is withdrawn, such registration
shall not count as a requested registration hereunder and the Company shall pay
all Registration Expenses incurred in connection with such withdrawn
registration request.
1.6 UNDERWRITING. The right of any other holders of Registrable
Securities to join in a request for registration shall be conditioned upon such
holders' participation in such registration on the same terms as the Initiating
Holders (unless otherwise agreed by a majority in interest of the Initiating
Holders).
1.7 INCLUSION OF OTHER SECURITIES. In any demand registration, if the
Company shall request inclusion of securities to be sold for its own account, or
if other persons entitled to incidental registrations shall request inclusion in
such registration, the Initiating Holders shall offer to include such securities
in the underwriting and may condition such offer on the acceptance by the
Company or such other persons of the provisions of this Agreement and the
underwriting. The Company and all such other persons proposing to distribute
securities through such underwriting shall enter into an underwriting agreement
in customary form with the underwriters selected by a majority in interest of
the Initiating Holders and reasonably acceptable to the Company.
1.8 TIME. No Demand Request may be made prior to the earlier of
(i) July 1, 1998, or (ii) the closing of a Qualified Offering as defined by the
Preferred Stock Purchase Agreement.
2. PIGGYBACK REGISTRATION.
2.1 NOTICE AND PROCEDURES. If the Company proposes to register any
of its Common Stock either for its own account or for the account of other
security holders (other than holders of Registrable Securities), the Company
will:
(i) promptly give written notice thereof to each holder of
Registrable Securities; and
(ii) use its best efforts to include in such registration and in
any underwriting involved therein, all Registrable Securities specified in
any written request from holders of Registrable Securities received by the
Company within 15 days after such notice.
2.2 LIMITATIONS. The provisions of this Section 2 shall not apply to
any registration relating solely to employee benefit plans (as defined under
Rule 405 of the Securities Act), or a registration relating solely to securities
issued in connection with an acquisition or merger, or a registration on any
registration form that does not permit secondary sales.
2.3 UNDERWRITING. The right of any holder of Registrable Securities
to participate in a piggyback registration shall be conditioned upon such
holder's agreement to enter
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into an underwriting agreement in customary form with the underwriters selected
by the Company.
2.4 UNDERWRITERS' CUTBACK. Notwithstanding any other provision of
this Section 2, if the underwriters of any piggyback registration advise the
Company of the need for an Underwriters' Cutback, the underwriters may (subject
to the limitations set forth below) limit the number of Registrable Securities
to be included in the registration and sold. The Company shall advise all
holders of securities requesting registration of the Underwriters' Cutback, and
the number of shares of securities that are entitled to be included in the
registration and underwriting shall be allocated first to the Company for
securities being sold for its own account and thereafter as set forth in
Section 9.
2.5 OTHER PROVISIONS. If holders of Registrable Securities request
participation in a piggyback registration, the provisions of Section 1.4 shall
apply to such registration, and if the registration is for an underwritten
offering, the provisions of Sections 1.6 and 1.7 shall also apply to such
registration.
3. REGISTRATION ON FORM S-3. After the Company has qualified for the use
of Form S-3, and for so long as the Company continues to be so qualified, in
addition to the rights contained in the foregoing provisions of this Agreement,
the holders of the Registrable Securities shall have the right to request
registrations on Form S-3 or any comparable or successor form. Each such
request shall be in writing and shall state the anticipated number of shares of
Registrable Securities to be disposed of, the anticipated gross proceeds of the
offering, and the intended methods of disposition of such shares by such
holders, including whether sales are to be made on a delayed or continuous basis
pursuant to Rule 415. The Company shall not be obligated to effect any
registration pursuant to this Section 3 if (i) the holders of Registrable
Securities, together with the holders of any other securities of the Company
entitled to inclusion in such registration, propose to sell Registrable
Securities and such other shares of Common Stock (if any) on Form S-3 at an
aggregate price to the public of less than $500,000, or (ii) the Company shall
delay or defer registration in accordance with Section 1.4(ii) or Section 1.5,
or (iii) the Company will be required to obtain an audit (other than for its
normal year-end audit) for such registration to become effective. The Company
shall only be required to effect two registrations of Registrable Securities
pursuant to this Section 3 in each calendar year, provided, however, that if the
offering is to be effected on a continuous or delayed basis pursuant to Rule 415
(or any successor rule), and the registration statement is kept effective for a
period in excess of 180 days, then the Company shall not be required to effect
another registration in that calendar year.
4. EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Agreement, shall be borne by the Company; provided, however, that the holders of
Registrable Securities who participate in a registration shall bear the
Registration Expenses for any registration process begun pursuant to Section 1
pr Section 3 and subsequently withdrawn by such holder, unless such withdrawal
is based upon (i) material adverse information relating to the Company that is
different from the information known or available (upon request from the Company
or otherwise) to the Initiating
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Holders at the time of the request for registration under Section 1, or
(ii) material adverse changes in the financial markets which result in a
significant decline in the public market price for the Company's Common Stock of
at least 20 percent from the date of the request to the date of such withdrawal.
All Selling Expenses relating to securities registered pursuant to this
Agreement shall be borne by the holders of such securities PRO RATA on the basis
of the number of shares of securities so registered on their behalf.
5. HOLDBACK AGREEMENTS.
5.1 BY HOLDERS. If requested in writing by the Company and the
managing underwriter of an underwritten registered public offering by the
Company of its Common Stock, the holders of Registrable Securities shall agree
not to sell or otherwise transfer or dispose of any Common Stock of the Company
held by such holders (other than those included in the registration statement)
for a period not to exceed 180 days following the effective date of a
registration statement of the Company filed under the Securities Act, provided
that all officers and directors of the Company, and all other holders of rights
to registration of any other security of the Company, enter into similar
agreements identical in terms to that of the holders of Registrable Securities.
5.2 BY COMPANY. In connection with any underwritten registration,
the Company shall not 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 90-day period
after the effective date of any underwritten registration pursuant to this
Agreement.
6. REGISTRATION PROCEDURES. In the case of each registration effected by
the Company pursuant to this Agreement, the Company will use its best efforts to
effect the registration and sale of Registrable Securities in accordance with
the intended method of disposition thereof, and pursuant thereto the Company
shall as expeditiously as possible:
(i) prepare and file a registration statement with respect to
such offering of Registrable Securities, and use its best efforts to cause
such registration statement to become effective;
(ii) notify each holder of Registrable Securities of the
effectiveness of each registration statement hereunder and 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 180 days or (if less) until all securities
that have been registered are sold, 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 the sellers thereof set forth in such
registration statement;
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(iii) furnish to each seller of 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;
(iv) 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;
(v) 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 shall prepare a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus shall not contain an untrue statement of a
material fact or omit to state any fact necessary to make the statements
therein not misleading;
(vi) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are
then listed and, if not so listed, to be listed on the NASD automated
quotation system and, if listed on the NASD automated quotation system, and
if in compliance with applicable listing standards, use its best efforts to
secure designation of all such Registrable Securities covered by such
registration statement as a NASDAQ "national market system security" within
the meaning of Rule 11a2-1 of the Securities and Exchange Commission or,
failing that, to secure NASDAQ authorization for such Registrable
Securities and, without limiting the generality of the foregoing, to
arrange for a least two market makers to register as such with respect to
such Registrable Securities with the NASD;
(vii) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such
registration statement;
(viii) enter into such customary agreements (including
underwriting agreements 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 (including effecting a stock
split or combination of shares);
(ix) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to
such registration statement, and any attorney, accountant or other agent
retained by any such seller or
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underwriter, all financial and other records, pertinent corporate documents
and properties of the Company, and cause the Company's officers, directors,
employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement, provided that any recipient of
such records, documents or information executes such confidentiality
agreement as the Company reasonably requests;
(x) otherwise use its best efforts to comply with all applicable
rules and regulations of the Securities and Exchange Commission, and make
available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months beginning
with the first day of the Company's first full calendar quarter after the
effective date of the registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder;
(xi) permit any holder of Registrable Securities which holder, in
its sole and exclusive judgment, might be deemed to be an underwriter or
controlling person of the Company, to participate in the preparation of
such registration or comparable statement and to require the insertion
therein of material, furnished to the Company in writing, which (i) with
respect to matters relating to such holder of Registrable Securities,
should be included in the reasonable judgment of such holder and its
counsel, and (ii) with respect to matters relating to the Company, should
be included in the reasonable judgment of such holder, subject in the case
of clause (ii) to the approval of the Company and any managing underwriter
of the offering (which approval shall not be unreasonably withheld);
(xii) use its best efforts to cause such Registrable
Securities covered by such registration statement to be registered with or
approved by such other governmental agencies or authorities in the United
States as may be necessary to enable the sellers thereof to consummate the
disposition of such Registrable Securities; and
(xiii) in connection with any underwritten registration,
obtain a cold comfort letter from the Company's independent public
accountants in customary form and covering such matters of the type
customarily covered by cold comfort letters as the holders of a majority of
the Registrable Securities being sold reasonably request (provided that
such Registrable Securities constitute at least 10% of the securities
covered by such registration statement).
7. INDEMNIFICATION.
7.1 BY COMPANY. The Company shall indemnify each holder of
Registrable Securities, each of its officers, directors, employees, agents, and
Affiliates, and each underwriter, and each of its officers, directors,
employees, agents, and Affiliates, against all expenses, claims, losses,
damages, and liabilities (or actions, proceedings, or settlements in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained
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in any prospectus (including any related registration statement, notification,
or the like) incident to any registration under this Agreement, or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of the Securities Act or any rule or regulation
thereunder applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration, and will reimburse such
persons for any legal and any other expenses reasonably incurred in connection
with investigating and defending or settling any such claim, loss, damage,
liability or action, provided that the Company will not be liable in any such
case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission based upon written
information furnished to the Company by such holder or underwriter and stated to
be specifically for use therein. It is agreed that the indemnity agreement
contained in this Section shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability, or action if such settlement is effected
without the prior written consent of the Company, which consent shall not be
unreasonably withheld.
7.2 BY HOLDERS. In connection with the registration or sale of
shares of Registrable Securities pursuant to this Agreement, each holder whose
Registrable Securities are included in such registration being effected under
this Agreement, shall indemnify the Company, and each of its directors,
officers, employees, agents, and Affiliates, and each underwriter, and each of
its directors, officers, employees, agents, and Affiliates, against all claims
losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement or prospectus, or any 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 such persons for any legal or any other expenses reasonably incurred
in connection with investigating or defending any such clam, loss, damage,
liability, or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement or prospectus, in reliance upon
and in conformity with written information furnished to the Company by such
holder of the Registrable Securities, and stated to be specifically for use
therein; provided, however, that the obligations of such holder hereunder shall
not apply to amounts paid in settlement of any such claims, losses, damages, or
liabilities if such settlement is effected without the prior written consent of
such holder, which consent shall not be unreasonably withheld; and provided that
in no event shall any indemnity under this Section 7.2 exceed the net amount of
proceeds from the offering received by such holder.
7.3 PROCEDURE. Each party entitled to indemnification under this
Section (the "Indemnified Party") shall give notice to the party or parties
required to provide indemnification (the "Indemnifying Party") promptly after
such Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the defense of
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be reasonably acceptable to the
Indemnified Party. Failure to give notice as provided herein shall not relieve
the Indemnifying Party of its obligations under this section to
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the extent such failure is not prejudicial to the interests of the Indemnifying
Party. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party, consent to entry of
any judgment or enter into any settlement that 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. Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with defense of
such claim and litigation resulting therefrom.
7.4 CONTRIBUTION. If the indemnification provided for in this
Section is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage, or expense
referred to therein, then the Indemnifying Party, in lieu of indemnifying such
Indemnified Party hereunder, shall contribute to the amount paid or payable by
such Indemnified Party as a result of such loss, liability, claim, damage, or
expense in such proportion as is appropriate to reflect the relative fault of
the Indemnifying Party on the one hand and of the Indemnified Party on the other
in connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the
Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party, and the parties' relative
intent, knowledge, access to information, and opportunity to correct or prevent
such statement or omission.
7.5 CONFLICTING PROVISIONS. Notwithstanding the foregoing, to the
extent that the provisions on indemnification and contribution contained in any
underwriting agreement entered into in connection with a registration are in
conflict with the foregoing provisions, the provisions of the underwriting
agreement shall control.
8. INFORMATION BY HOLDER. Each holder of Registrable Securities shall
furnish to the Company in writing such information regarding such holder and the
distribution proposed by such holder as the Company or underwriters may
reasonably request in writing and as shall be reasonably required in connection
with any registration, qualification, or compliance referred to in this
Agreement.
9. ALLOCATION OF REGISTRATION OPPORTUNITIES. In any circumstance in
which all of the Registrable Securities and other outstanding shares of Common
Stock of the Company (the "Other Shares") requested and entitled to be included
in a demand registration cannot be so included as a result of limitations on the
aggregate number of shares of Registrable Securities and Other Shares that may
be so included, or in case of an Underwriters' Cutback, the number of shares of
Registrable Securities and Other Shares that may be so included shall be
allocated among the holders of Registrable Securities and other selling
stockholders PRO RATA on the basis of the number of shares of Registrable
Securities and Other Shares held by such holders and other selling stockholders.
If any holder of Registrable Securities or other selling stockholder does not
request inclusion of the maximum number of shares of Registrable Securities and
Other
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Shares allocated to him pursuant to this procedure, the remaining portion of his
allocation shall be reallocated among those requesting holders of Registrable
Securities and other selling stockholders whose allocations did not satisfy
their requests PRO RATA on the basis of the number of shares of Registrable
Securities and Other Shares held by such holders and other selling stockholders,
and this procedure shall be repeated until all of the shares of Registrable
Securities and Other Shares which may be included in the registration on behalf
of the holders of Registrable Securities and other selling stockholders have
been so allocated. Provided, however, the Company shall not limit the number of
Registrable Securities to be included in a registration pursuant to this
Agreement in order to include shares held by stockholders with no registration
rights or to include in that registration shares of stock issued to employees,
officers, directors, or consultants pursuant to any Company stock option plan,
and in such case all Registrable Securities covered by the registration shall be
sold before any such other securities are sold.
10. SURVIVAL OF RIGHTS. The right of any holder of Registrable Securities
to request registration or inclusion in any registration pursuant to this
Agreement shall terminate on the earlier of (i) such date as all shares of
Registrable Securities held by Holder shall equal less than 25% of the
outstanding Registrable Securities, or (ii) five years from the date a Demand
Request may first be made under Section 1.8.
11. DEFINITIONS. As used herein,
"Holder" means any Person who holds Registrable Securities and any holder
of Registrable Securities to whom the registration rights conferred by this
Agreement have been transferred in compliance herewith.
"Initiating Holders" means holders of the Registrable Securities who in the
aggregate hold not less than 25 percent of the outstanding Registrable
Securities.
"Person" means an individual, corporation, partnership, limited liability
company, joint venture, sole proprietorship, trust or other entity, business
association or organization.
"Register," "registered" and "registration" refers to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act of 1933 and applicable rules and regulations thereunder, and such
other actions as may be required to cause such registration statement to become
effective or with respect to registration, qualification or compliance under
applicable state securities laws.
"Registration Expenses" means all expenses incurred in effecting any
registration pursuant to this Agreement, including, without limitation, all
registration, qualification, and filing fees, printing expenses, fees and
disbursements of custodians, fees and disbursements of counsel for the Company
and its independent certified public accountants, blue sky fees and expenses,
and reasonable fees and disbursements of one counsel chosen by the holders of a
majority of the Registrable Securities included in such registration, but shall
not include Selling Expenses.
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"Registrable Securities" means shares of the Company's Common Stock issued
or issuable (i) upon conversion of the Series E Convertible Preferred Stock,
(ii) upon conversion of the Series F Convertible Preferred Stock, and (iii) as a
dividend or other distribution with respect to, or in exchange for, or in
replacement of, the shares referred to in clause (i) or (ii); provided, however,
that shares shall cease to be Registrable Securities if and when (x) they are
sold pursuant to Rule 144 under the Securities Act or a registration statement
under the Securities Act or (y) such shares are eligible for resale pursuant to
Rule 144 under the Securities Act without regard to any volume limitations
thereunder.
"Rule 144" means Rule 144 as promulgated by the SEC under the Securities
Act, as such Rule may be amended from time to time, or any similar successor
rule that may be promulgated by the SEC.
"Rule 145" means Rule 145 as promulgated by the SEC under the Securities
Act, as such Rule may be amended from time to time, or any similar successor
rule that may be promulgated by the SEC.
"Security" has the same meaning as in Section 2(1) of the Securities Act of
1933, as amended.
"Selling Expenses" means all underwriting discounts, selling commissions
and stock transfer taxes applicable to the sale of Registrable Securities, and
fees and disbursements of counsel for any stockholder (other than the fees and
disbursements of one counsel for the holders of Registrable Securities, as
selling stockholders, included in Registration Expenses).
"Underwriters' Cutback" means a reduction in the number of shares to be
included in any underwritten offering as the result of receipt of written notice
from the representative(s) of the underwriters to the effect that the number of
shares requested to be included in such registration exceeds the number which,
in the representative's judgment, can be sold in an orderly manner in such
offering within a price range acceptable to either the Company (in a primary
registration) or the majority of the holders initially requesting such
registration (in a secondary registration).
12. NOTICE OF TRANSFER. The registration rights granted to the
Holder hereunder may be transferred to any transferee of 250,000 shares
(adjusted appropriately for stock splits, stock dividends and the like) of
Registrable Securities; provided, however, that the registration rights of the
Holder may be transferred to a wholly-owned subsidiary of the Holder without
regard to the number of shares transferred. Each such permitted transferee must
agree in a written instrument provided to the Company to be bound hereby and
shall thereupon be deemed to be a "Holder" for purposes hereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be executed by their duly authorized officers as of the date first
above written.
VISTA INFORMATION SOLUTIONS, INC.
By:
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Name:
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Title:
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SIRROM CAPITAL CORPORATION
D/B/A TANDEM CAPITAL
By:
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Name:
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Title:
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