Exhibit IV
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is entered into as
of December 29, 1997, by and among QuadraMed Corporation, a Delaware
corporation ("QuadraMed"), Resource Health Partners, L.P., a Delaware limited
partnership ("RHP") and each of the partners of RHP and each of the partners
of RHP's general partner at the time each such partner becomes a holder of the
Common Stock of QuadraMed (each a "Stockholder" and collectively, the
"Stockholders"), and when each such party executes a counterpart signature
page hereto.
WHEREAS, pursuant to that certain Acquisition Agreement and Plan of
Merger by and among QuadraMed, RH Acquisition Co., a Delaware corporation
("Sub A") and FA Acquisition Co., a Delaware corporation ("Sub B"), on the one
hand, and RHP, Resource Holdings Ltd., a Pennsylvania corporation ("Resource
Holdings") and FRA Acquisition Inc., a Delaware corporation ("FRA") on the
other hand, dated as of December 29, 1997 (the "Merger Agreement"), (i) Sub A
shall be merged with and into Resource Holdings and Sub B shall be merged with
and into FRA (each a "Merger," and together, the "Mergers"), and (ii) by
virtue of the Mergers, RHP shall receive an amount of shares of QuadraMed's
Common Stock (the "Shares") in exchange for each issued and outstanding share
of Resource Holdings Common Stock and each issued and outstanding share of FRA
Common Stock.
WHEREAS, following the Mergers, it is anticipated that RHP may transfer
the Shares to its partners and the general partner of RHP may transfer the
Shares it receives to its partners, all in accordance with the terms and
conditions of the Merger Agreement.
WHEREAS, QuadraMed desires to grant certain registration rights for the
Shares, and QuadraMed and the Stockholders desire that this Agreement shall
govern the rights of the Stockholders to cause QuadraMed to register the
Shares, as well as certain other matters as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by each signatory hereto, it is agreed
as follows:
1. Definitions.
(a) The term "register", "registered," and "registration" refer
to a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such registration statement or document;
(b) The term "Registrable Securities" means (1) the Shares
issued to RHP pursuant to the Merger Agreement and transferred by RHP to the
Stockholders and (ii) any Common Stock issued or issuable with respect to the
securities 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. As to any particular Registrable
Securities, such securities will cease to be Registrable Securities when they
have been distributed to the public pursuant to an offering registered under
the Securities Act or sold to the public through a broker, dealer or market
maker in compliance with any exemption under the Securities Act, including,
without limitation, Rule 144 promulgated by the SEC under the Securities Act
(or any similar rule then in force);
(c) A person will be deemed to be a "Holder" of Registrable
Securities whenever such person owns or has the right to acquire directly or
indirectly such Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitation upon the exercise of such right,) whether or not
such acquisition has actually been effected;
(d) The term "Form S-3" means such form under the Securities Act
as in effect on the date hereof or any comparable or successor form under the
Securities Act subsequently adopted by the Securities and Exchange Commission
("SEC") which permits inclusion or incorporation of substantial information by
reference to other documents filed by QuadraMed with the SEC;
(e) The term "Securities Act" means the Securities Act of 1933,
as amended.
(f) The term "1934 Act" means the Securities Exchange Act of
1934, as amended.
(g) The term "SEC" means the Securities and Exchange Commission.
2. Registration.
(a) QuadraMed shall prepare, and, on or prior to the date which
is thirty (30) days after the effective date of the Merger (the "Merger
Effective Date"), file with the SEC a Registration Statement on Form S-3 (or,
if Form S-3 is not then available, on such form of Registration Statement as
is then available to effect a registration of the Registrable Securities,
subject to the consent of the Holders, which consent will not be unreasonably
withheld) covering the resale of the Registrable Securities. QuadraMed shall
use its best efforts to obtain effectiveness of the registration statement as
soon as practicable but in any event within three (3) months of the date of
this Agreement.
(b) Eligibility for Form S-3. QuadraMed represents and warrants
that it meets the registrant eligibility and transaction requirements for the
use of Form S-3 for registration of the sale by the Holders of the Registrable
Securities and QuadraMed shall file all reports required to be filed by
QuadraMed with the SEC in a timely manner so as to maintain such eligibility
for the use of Form S-3.
3. Obligations of QuadraMed. In connection with the registration of
the Registrable Securities, QuadraMed shall have the following obligations:
(a) QuadraMed shall prepare and file with the SEC not later than
thirty (30) days after the date of this Agreement a registration statement
with respect to the Registrable Securities and thereafter shall use its best
efforts to cause such registration statement to become effective as soon as
possible after filing and shall keep such registration statement effective at
all times until two (2) years following the later of (i) the effective date of
such registration statement and (ii) the publication by QuadraMed of financial
results that include at least thirty (30) days of combined operations of
QuadraMed, Resource Holdings, FRA and their respective subsidiaries.
(b) QuadraMed shall prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
keep the registration statement effective at all times and to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.
(c) QuadraMed shall furnish to RHP and its legal counsel
promptly after the same is prepared and publicly distributed, filed with the
SEC, or received by QuadraMed, one copy of the registration statement and any
amendment thereto, each preliminary prospectus and prospectus and each
amendment or supplement thereto. QuadraMed shall furnish to the Holders such
numbers of copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other
documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them. QuadraMed will
immediately notify each Holder by facsimile of the effectiveness of the
registration statement or any post-effective amendment. QuadraMed will
promptly respond to any and all comments received from the SEC, with a view
towards causing any registration statement or any amendment thereto to be
declared effective by the SEC as soon as practicable and shall promptly file
an acceleration request as soon as practicable following the resolution or
clearance of all SEC comments, or, if applicable, following notification by
the SEC that the registration statement or any amendment thereto will not be
subject to review. QuadraMed hereby agrees to keep RHP apprised of the status
of the registration statement.
(d) QuadraMed shall use its best efforts to (i) register and
qualify the securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as shall be reasonably
requested by the Holders, (ii) prepare and file in those jurisdictions such
amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof, and (iii) take such other actions as may be necessary
to maintain such registrations and qualifications in effect at all times,
provided that QuadraMed shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
(e) As promptly as practicable, QuadraMed shall notify each
Holder of Registrable Securities covered by 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 as a result of which the
prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing and QuadraMed
shall use its best efforts promptly to prepare a supplement or amendment to
the registration statement to correct such untrue statement or omission, and
deliver such number of copies of such supplement or amendment to each Holder
as such Holder may reasonably request.
(f) In the event Stockholders that hold a majority-in-interest
of the Registrable Securities being offered in the offering select
underwriters for the offering, such determination to be binding on all
Holders, QuadraMed shall enter into and perform its obligations under an
underwriting agreement, in usual and customary form, including, without
limitation, customary indemnification and contribution obligations, with the
underwriters of such offering.
(g) QuadraMed shall use its best efforts to prevent the issuance
of any stop order or other suspension of effectiveness of a registration
statement, and, if such an order is issued, to obtain the withdrawal of such
order as soon as practicable and to notify each Holder who holds Registrable
Securities being sold (or, in the event of an underwritten offering, the
managing underwriters) of the issuance of such order and the resolution
thereof.
(h) QuadraMed shall permit counsel designated by RHP to review
the registration statement and all amendments and supplements thereto (as well
as all requests for acceleration or effectiveness thereof) a reasonable period
of time prior to their filing with the SEC, and not file any document in a
form to which such counsel reasonably objects and will not request
acceleration of the registration statement without prior notice to such
counsel. The sections of the registration statement covering information with
respect to the Holders, the Holders' beneficial ownership of securities of
QuadraMed or the Holders intended method of disposition of Registrable
Securities shall conform to the information provided to QuadraMed by each of
the Holders.
(i) At the request of any Holder, QuadraMed shall (i) furnish,
on the date that Registrable Securities are delivered to an underwriter, if
any, for sale in connection with the registration statement or, if such
securities are not being sold by an underwriter, on the date of effectiveness
thereof an opinion, dated as of such date, from counsel representing QuadraMed
for purposes of such registration statement, in form, scope and substance as
is customarily given in an underwritten public offering, addressed to the
underwriters, if any, and the Holders and (ii) use its best efforts to
furnish, on the date that Registrable Securities are delivered to an
underwriter, if any, for sale in connection with the registration statement
or, if such securities are not being sold by an underwriter, on the date of
the effectiveness thereof, a letter, dated such date, from QuadraMed's
independent certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters
in an underwritten public offering, addressed to the underwriters, if any, and
the Holders.
(j) QuadraMed shall make available for inspection by (i) any
Holder, (ii) any underwriter participating in any disposition pursuant to the
registration statement, (iii) one firm of attorneys and one firm of
accountants or other agents retained by the Holders, and (iv) one firm of
attorneys retained by all such underwriters (collectively, the "Inspectors")
all pertinent financial and other records, and pertinent corporate documents
and properties of QuadraMed (collectively, the "Records"), as shall be
reasonably deemed necessary by each Inspector to enable each Inspector to
exercise its due diligence responsibility, and cause QuadraMed's officers,
directors and employees to supply all information which any Inspector may
reasonably request for purposes of such due diligence; provided, however, that
each Inspector shall hold in confidence and shall not make any disclosure
(except to a Holder) of any Record or other information which QuadraMed
determines in good faith to be confidential, and of which determination the
Inspectors are so notified, unless (a) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in any Registration
Statement, (b) the release of such Records is ordered pursuant to a subpoena
or other order from a court or government body of competent jurisdiction, or
(c) the information in such Records has been made generally available to the
public other than by disclosure in violation of this or any other agreement.
QuadraMed shall not be required to disclose any confidential information in
such Records to any Inspector until and unless such Inspector shall have
entered into confidentiality agreements (in form and substance satisfactory to
QuadraMed) with QuadraMed with respect thereto, substantially in the form of
this Section 3(j). Each Holder agrees that it shall, upon learning that
disclosure of such Records is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to QuadraMed
and allow QuadraMed, at its expense, to undertake appropriate action to
prevent disclosure of, or to obtain a protective order for, the records deemed
confidential. Nothing herein (or in any other confidentiality agreement
between QuadraMed and any Holder) shall be deemed to limit the Holder's
ability to sell Registrable Securities in a manner which is otherwise
consistent with applicable laws and regulations.
(k) QuadraMed shall hold in confidence and not make any
disclosure of information concerning any Holder provided to QuadraMed unless
(i) disclosure of such information is necessary to comply with federal or
state securities laws, (ii) the disclosure of such information is necessary to
avoid or correct a misstatement or omission in any registration statement,
(iii) the release of such information is ordered pursuant to a subpoena or
other order from a court of governmental body of competent jurisdiction, or
(iv) such information has been made generally available to the public other
than by disclosure in violation of this or any other agreement. QuadraMed
agrees that it shall, upon learning that disclosure of such information
concerning a Holder is sought in or by a court of governmental body of
competent jurisdiction or through other means, give prompt notice to such
Holder prior to making such disclosure, and allow the Holder, at its expense,
to undertake appropriate action to prevent disclosure of, or to obtain a
protective order for, such information.
(l) QuadraMed shall (i) cause all the Registrable Securities
covered by the registration statement to be listed on each national securities
exchange on which securities of the same class or series issued by QuadraMed
are then listed, if any, if the listing of such Registrable Securities is then
permitted under the rules of such exchange, or (ii) secure the designation and
quotation, of all the Registrable Securities covered by the registration
statement on the Nasdaq National Market and, without limiting the generality
of the foregoing, to arrange for at least two market makers to register with
the National Association of Securities Dealers, Inc. ("NASD") as such with
respect to such Registrable Securities.
(m) QuadraMed shall provide a transfer agent and registrar,
which may be a single entity, for the Registrable Securities not later than
the effective date of the registration statement.
(n) QuadraMed shall cooperate with the Holders who hold
Registrable Securities being offered and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends) representing Registrable
Securities to be offered pursuant to the registration statement and enable
such certificates to be in such denominations or amounts, as the case may be,
as the managing underwriter or underwriters, if any, or the Holders may
reasonably request and registered in such names as the managing underwriter or
underwriters, if any, or the Holders may request, and, within three (3)
business days after a registration statement which includes Registrable
Securities is ordered effective by the SEC, QuadraMed shall deliver, and shall
cause legal counsel selected by QuadraMed to deliver, to the transfer agent
for the Registrable Securities (with copies to the Holders whose Registrable
Securities are included in such registration statement) a letter of
instruction and an opinion of such counsel in the usual and customary form and
satisfactory to such transfer agent.
4. Furnish Information.
It shall be a condition precedent to the obligations of QuadraMed
to complete the registration pursuant to this Agreement with respect to the
Registrable Securities of any selling Holder that such Holder shall furnish to
QuadraMed such information regarding itself, the Registrable Securities held
by it, and the intended method of disposition of such securities as shall be
reasonably required to effect the registration of such Holder's Registrable
Securities.
5. Expenses of Registration.
(a) All expenses incident to QuadraMed's performance or
compliance with the Agreement, including, without limitation, all
registration, filing, listing and qualification fees, printer's fees and fees
and disbursements of counsel, independent certified public accountants and all
other persons retained by QuadraMed and all fees and expenses for separate
counsel, if any, retained by the holders of the Registrable Securities in
connection with such registration (collectively, the "Registration Expenses"),
will be borne by QuadraMed.
(b) Notwithstanding the foregoing, the Holders of the
Registrable Securities shall be obligated to pay, pro rata among the Holder of
the Registrable Securities on the basis of the number of securities owned by
each such Holder the underwriting discounts and commission relating to the
Registrable Securities included in any registration hereunder.
6. Delay of Registration. No Holder shall have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration
as the result of any controversy that might arise with respect to the
interpretation or implementation of the Agreement.
7. Indemnification. In the event any Registrable Securities are
included in a registration statement under this Agreement:
(a) To the extent permitted by law, QuadraMed will indemnify,
hold harmless and defend (i) each Holder and RHP, (ii) the directors,
officers, partners, employees, agents and each other person who controls any
Holder or RHP within the meaning of the Securities Act or the 1934 Act, (iii)
any underwriter (as defined in the 0000 Xxx) for the Holders, and (iv) the
directors, officers, partners, employees and each person who controls any such
underwriter within the meaning of the Securities Act or the 1934 Act, if any
(each, an "Indemnified Person"), against any losses, claims, damages,
liabilities or expenses (joint or several) (collectively, together with
actions, proceedings or inquiries by any regulatory or self-regulatory
organization, whether commenced or threatened, in respect thereof, "Claims")
to which any of them may become subject, insofar as such Claims arise out of
or are based upon any of the following statements, omissions or violations
(collectively a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) 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 or (iii) any violation or
alleged violation by QuadraMed of the Securities Act, the 1934 Act, any state
securities law or other law or any rule or regulation promulgated under the
Securities Act or the 1934 Act or any state securities law or other law; and
QuadraMed will pay to each such Indemnified Person, as incurred, any legal or
other expenses reasonably incurred such Indemnified Person in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this subsection
7(a) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of QuadraMed (which consent shall not be unreasonably withheld), nor shall
QuadraMed be liable in any such case for any such loss, claim, damage,
liability or action to the extent that it arises out of or is based upon a
Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration
by any such Holder.
(b) In connection with any registration statement in which a
Holder is participating, to the extent permitted by law, each such selling
Holder severally and not jointly will indemnify and hold harmless QuadraMed,
each of its directors, each of its officers who has signed the registration
statement, any underwriter, any other Holder selling securities in such
registration statement and any controlling person of any such underwriter or
other Holder and each person, if any, who controls QuadraMed within the
meaning of the Securities Act, against any losses, claims, damages or
liabilities (joint or several) to which any of the foregoing persons may
become subject, under the Securities Act or the 1934 Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions
in respect thereto) arise out of or are based upon any Violation by such
Holder, in each case to the extent (and only to the extent) that such
Violation occurs by reason of reliance upon and in conformity with written
information furnished to QuadraMed by such Holder expressly for use in
connection with such registration; and each such Holder will pay, as incurred,
any legal or other expenses reasonably incurred by any person intended to be
indemnified pursuant to this subsection 7(b), in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that the indemnity agreement contained in this subsection 7(b) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Holder, which consent shall not be unreasonably withheld, provided, further,
however, that the Holder shall be liable under this Agreement (including this
Section 7(b) and Section 8) only for that amount as does not exceed the net
proceeds to such Holder as a result of the sale of Registrable Securities
pursuant to such registration statement.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 7,
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel
(to be selected by Holders holding a majority of the Registrable Securities
included in the Registration Statement), with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to
actual or potential differing interests between such indemnified party and any
other party represented by such counsel in such proceeding. The failure to
deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action, if prejudicial to its ability to defend
such action, shall relieve such indemnifying party to the extent of such
prejudice of any liability to the indemnified party under this Section 7, but
the omission so to deliver written notice to the indemnifying party will not
relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 7.
(d) No indemnifying party, in the defense of any claim arising
out of a Violation shall, except with the consent of each indemnified party,
consent to 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 claim or litigation and, in the event the terms of such judgment or
settlement include any term other than the payment by the indemnifying party
of money damages, the indemnifying party shall not so consent or enter into
such a settlement without the consent of each indemnified party (which will
not be unreasonably withheld) whether or not the terms thereof include such a
release.
(e) The obligations of QuadraMed and Holders under this Section
7 shall survive the completion of any offering of Registrable Securities in a
registration statement under this Agreement, and otherwise.
8. Contribution.
To the extent any indemnification by an indemnifying party is prohibited
or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be
liable under Section 7 to the fullest extent permitted by law; provided,
however, that (i) no contribution shall be made under circumstances where the
maker would not have been liable for indemnification under the fault standards
set forth in Section 7, (ii) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000
Xxx) shall be entitled to contribution from any seller of Registrable
Securities who was not guilty of such fraudulent misrepresentation, and (iii)
contribution (together with any indemnification or other obligations under
this Agreement) by any seller of Registrable Securities shall be limited in
amount to the net amount of proceeds received by such seller from the sale of
such Registrable Securities.
9. Reports Under Securities Exchange Act of 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
Securities Act and any other rule or regulation of the SEC that may at any
time permit a Holder to sell securities of QuadraMed to the public without
registration or pursuant to a registration on Form S-3, QuadraMed agrees to:
(a) Make and keep public information available, as those terms
are understood and defined in SEC Rule 144;
(b) File with the SEC in a timely manner all reports and other
documents required of QuadraMed under the Securities Act and the 1934 Act; and
(c) Furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by
QuadraMed that it has complied with the reporting requirements of SEC Rule
144, Securities Act and the 1934 Act or that it qualifies as a registrant
whose securities may be resold pursuant to Form S-3, (ii) a copy of the most
recent annual or quarterly report of QuadraMed and such other reports and
documents so filed by QuadraMed, and (iii) such other information as may be
reasonably requested in availing any Holder of any rule or regulation of the
SEC which permits the selling of any such securities without registration or
pursuant to such form.
10. Assignment of Registration Rights. A Holder may assign its rights
under this Agreement (but only with all related obligations) to a transferee
or assignee of such securities, provided that, within a reasonable time after
such transfer, QuadraMed is furnished with written notice of the name and
address of such transferee or assignee and the securities with respect to
which such registration rights are being assigned; and provided, further, that
such assignment shall be effective only if immediately following such transfer
the further disposition of such securities by the transferee or assignee is
restricted under the Securities Act.
11. Amendment of Registration Rights. Any provision of the Agreement
may be amended and the observance thereof may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of QuadraMed and the Holders of a majority of the
Registrable Securities then outstanding. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each Holder of any
Registrable Securities then outstanding, each future holder of all such
Registrable Securities and QuadraMed.
12. Miscellaneous.
(a) Successors and Assigns. All covenants and agreements in the
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. In addition, whether or not any express
assignment has been made, the provisions of the Agreement which are for the
benefit of purchasers or holders of Registrable Securities are also for the
benefit of, and enforceable by, any subsequent holder of Registrable
Securities.
(b) Counterparts; Facsimile. This Agreement may be executed in
any number of counterparts and any party hereto may execute any such
counterpart, each of which when executed and delivered shall be deemed to be
an original and all of which counterparts taken together shall constitute but
one and the same instrument. This Agreement shall become effective, and
binding upon QuadraMed on the date hereof and upon each Holder when such
Holder signs and returns the acknowledgment in the form of Exhibit A attached
hereto.
(c) Descriptive Headings; Interpretation. The descriptive
headings of this Agreement are inserted for convenience only and do not
constitute a section of this Agreement.
(d) Severability. Whenever possible each provision and term of
this Agreement will be interpreted in a manner to be effective and valid but
if any provision or term of this Agreement is held to be prohibited by law or
invalid, then such provision or term will be ineffective only to the extent of
such prohibition or invalidity, without invalidating or affecting in any
manner whatsoever the remainder of such provision or term or the remaining
provisions or terms of this Agreement. If any of the covenants set forth in
this Agreement are held to be unreasonable, arbitrary or against public
policy, such covenants will be considered divisible with respect to scope,
time and geographic area, and in such lesser scope, time and geographic area,
will be effective, binding and enforceable against the parties hereto.
(e) Governing Law. The Agreement shall be governed by the laws
of the State of New York, without regard to the conflicts of law principles.
(f) Entire Agreement. This Agreement and the Merger Agreement
constitute the entire agreement between the parties with respect to the
subject matter of this Agreement and supersede all prior written and oral
agreements and understandings between QuadraMed, on the one hand, and the
Holders and RHP, on the other hand, with respect to the subject matter of this
Agreement. This Agreement may not be amended except by a written agreement
executed by the party to be charged with the amendment.
(g) Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon receipt by the party to be notified at such party's
address set forth at the end of this Agreement or at such other address as
such party shall have furnished QuadraMed in writing, or, until any such party
so furnishes an address to QuadraMed, then to and at the address of the last
holder of the shares covered by this Agreement who has so furnished an address
to QuadraMed.
(h) Delays or Omissions; Remedies Cumulative. It is agreed that
no delay or omission to exercise any right, power or remedy accruing to the
parties, upon any breach or default of QuadraMed under this Agreement, shall
impair any such right, power or remedy, nor shall it be construed to be a
waiver of any such breach of default, or any acquiescence therein, or of any
similar breach or default thereafter occurring; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. It is further agreed that any waiver,
permit, consent or approval of any kind or character by a party of any breach
or default under this Agreement, or any waiver by a party of any provisions or
conditions of this Agreement must be in writing and shall be effective only to
the extent specifically set forth in writing and that all remedies, either
under this Agreement, or by law or otherwise afforded to a party, shall be
cumulative and not alternative.
(i) Further Assurances. Each party shall do and perform, or
cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.
(j) Actions by Holders. Whenever any action, consent or other
determination is required on the part of the Holders to be made pursuant to
this Agreement, such determination shall be made by the Holders of the
majority of Registrable Securities then outstanding.
(Remainder of Page Intentionally Left Blank)
IN WITNESS WHEREOF, the parties have duly executed this Registration
Rights Agreement as of the date first written above.
QUADRAMED CORPORATION
By: /s/ Xxxx X. Xxxxxxxxxx
Name:
Title:
RESOURCE HEALTH PARTNERS, L.P.
By: RHP GP, L.P., its general
partner
By: RHP Health, Inc., its general
partner
By: /s/ Xxx X. Xxxxxxx
Name: Xxx X. Xxxxxxx
Title: President
SIGNATURE PAGE
TO THE REGISTRATION RIGHTS AGREEMENT
STOCKHOLDER SIGNATURE PAGE
TO THE REGISTRATION RIGHTS AGREEMENT
By:
Print Name:
Address:
