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Exhibit 4.1
REGISTRATION RIGHTS AGREEMENT
Allscripts, Inc.
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REGISTRATION RIGHTS AGREEMENT
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This Registration Rights Agreement (the "Agreement") is made and entered
into as of the 17th day of May 2000, by and between Allscripts, Inc., a Delaware
corporation (the "Company"), and the persons or entities listed on Exhibit A
attached hereto (collectively, the "Holders").
W I T N E S S E T H:
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of April 12,
2000 (the "Merger Agreement"), by and among the Holders, the Company, Medifor,
Inc. ("Medifor") and Webdoc Acquisition Corp., a wholly owned subsidiary of the
Company, the Holders have agreed to exchange each share of the Common Stock, no
par value per share, of Medifor for shares of the Common Stock, par value $0.01
per share, of the Company (the "Shares") upon consummation of the merger of
Webdoc Acquisition Corp. with and into Medifor (the "Merger"); and
WHEREAS, as additional consideration for the exchange by each Holder of
shares of the Common Stock of Medifor for the Shares, the Company desires to
grant to each such Holder registration rights with respect to the Shares.
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereto agree as follows:
1. Definitions. For purposes of this Agreement:
(a) The terms "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 of 1933, as amended (the
"1933 Act"), and the declaration or ordering of effectiveness of such
registration statement or document;
(b) The term "Registrable Securities" means (i) the Shares issued pursuant
to the Merger Agreement; and (ii) any Common Stock of the Company issued as (or
issuable upon the conversion or exercise of any warrant, right or other security
which is issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of, the Shares, excluding in all cases, however,
any Registrable Securities sold by a person in a transaction in which such
person's registration rights are not assigned; provided, however, that as to any
particular securities that are included in Registrable Securities, such
securities shall cease to be Registrable Securities when (i) such shares shall
have been sold to the public pursuant to a registered public offering or (ii)
such securities shall have been sold pursuant to Rule 144 (or any successor
provision) under the 1933 Act;
(c) The number of shares of "Registrable Securities then outstanding" shall
be determined by the number of shares of Common Stock outstanding which are, and
the number of
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shares of Common Stock issuable pursuant to then exercisable or convertible
securities which are exercisable or convertible into, Registrable Securities;
and
(d) The term "Holder" or "Holders" includes any person owning or having the
right to acquire Registrable Securities or any assignee thereof in accordance
with Paragraph 12 hereof.
2. Required Registration. At any time after the consummation of the
Merger, the Holders owning or holding 40% of the total number of Registrable
Securities, then outstanding may request that the Company prepare and file a
registration statement under the 1933 Act (as adjusted, if applicable, in
accordance with this Paragraph 2) of the Registrable Securities held by each
such Holder (a "Demand") to become effective on or after July 25, 2000. The
Holders expressly acknowledge and agree that any such registration statement may
also include shares held by other shareholders of the Company which are party to
registration rights agreements. The Company shall, within five (5) business days
of the receipt of the Demand, give written notice of such request to the Holders
(the "Company Notice") and shall file a registration statement (the
"Registration Statement") not after the latest of (i) forty-five (45) calendar
days after receipt of a Demand, (ii) ten (10) business days after requisite
financial statements are available for inclusion in the registration statement
and (iii) the date on which the Company becomes qualified to file registration
statements under the 1933 Act on Form S-3. The Company shall use commercially
reasonable efforts to effect, as soon as practicable after the filing of the
applicable registration statement, the registration under the 1933 Act in
accordance with Paragraph 4 hereof, of all Registrable Securities which the
Holders request. The Company shall be obligated to register Registrable
Securities pursuant to this Paragraph 2 on one occasion only, provided, however,
that such obligation shall be deemed satisfied with respect to the Holders only
when a registration statement covering all Registrable Securities specified in a
Demand received by the Company, for sale in accordance with the method of
disposition specified by the requesting Holders, shall have become effective
and, if such method of disposition is a firm commitment underwritten public
offering, all such shares have been sold pursuant thereto.
3. Incidental Registration. If (but without any obligation to do so, and
other than pursuant to Paragraph 2) the Company, at any time, proposes to
register (including for this purpose a registration effected by the Company for
stockholders other than the Holders) any of the Company's Common Stock under the
1933 Act in connection with a firm commitment underwritten public offering of
such securities solely for cash (other than a registration relating solely to a
Company stock or option plan or a registration on Form S-4, Form S-8 or on any
other form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities), the Company shall, each such time, promptly give each
Holder written notice of such registration in accordance with subparagraph 16(b)
hereof, which notice shall state whether such registration has been initiated by
the Company (a "Company Registration") or by another person (a "Third-Party
Registration"). Upon the written request of each Holder given within twenty (20)
business days after mailing of such notice by the Company, the Company shall use
commercially reasonable efforts, subject to the provisions of Paragraph 8, to
cause to be registered under the Securities Act all of the Registrable
Securities that each Holder has requested to be registered; provided that the
Company shall have the right to postpone or withdraw any registration effected
pursuant to this Paragraph 3 without obligation to any Holder.
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4. Obligations of the Company. Whenever required under this Agreement to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible (unless otherwise specified in this
Agreement):
(a) Prepare and file with the SEC a registration statement with respect to
such Registrable Securities and use commercially reasonable efforts to cause
such registration statement to become effective, and, upon request of the
Holders of 40% of the Registrable Securities registered thereunder, keep such
registration statement effective for a period of two (2) years or until such
earlier time as this Agreement is terminated pursuant to Paragraph 15 hereof.
(b) 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 comply with the provisions of the
1933 Act with respect to the disposition of all securities covered by such
registration statement.
(c) Furnish to the Holders covered by such registration statement such
numbers of copies of the registration statement (including each preliminary
prospectus) and the prospectus contained therein in conformity with the
requirements of the 1933 Act, and such other documents all as they may
reasonably request in order to facilitate the disposition of such Registrable
Securities.
(d) Use commercially reasonable efforts to 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 thereof, provided that the Company 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) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter(s) of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.
(f) Notify each Holder covered by such registration statement at any time
when a prospectus relating thereto is required to be delivered under the 1933
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. Upon such notification, such Holders shall
immediately cease making offers of Registered Securities. The Company shall
promptly provide such Holders with revised prospectuses and, following receipt
of the revised prospectuses, such Holders shall be free to resume making offers
of the Registered Securities.
(g) Whether or not the offering is underwritten, and at the request of any
Holder of Registrable Securities, use commercially reasonable efforts to furnish
to the Holder or the underwriter, as applicable, on the date that Registrable
Securities are delivered to the
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underwriters or such Holder for sale pursuant to such registration: (i) an
opinion, dated such date, of counsel representing the Company for the purposes
of such registration, addressed to the underwriters (if the offering is
underwritten) and to such Holder, stating that such registration statement has
become effective under the 1933 Act and that (A) to the best knowledge of such
counsel, no stop order suspending the effectiveness thereof has been issued and
no proceedings for that purpose have been instituted or are pending or
contemplated under the 1933 Act, (B) the registration statement, the related
prospectus and each amendment or supplement thereof comply as to form in all
material respects with the requirements of the 1933 Act (except that such
counsel need not express any opinion as to financial statements contained
therein) and (C) to such other effects as reasonably may be requested by counsel
for the underwriters or by such Holder or its counsel and (ii) a letter dated
such date from the independent public accountants retained by the Company,
addressed to the underwriters (if the offering is underwritten) and to such
Holder, stating that they are independent public accountants within the meaning
of the 1933 Act and that, in the opinion of such accountants, the financial
statements of the Company included in the registration statement or the
prospectus, or any amendment or supplement thereof, comply as to form in all
material respects with the applicable accounting requirements of the 1933 Act,
and such letter shall additionally cover such other financial matters (including
information as to the period ending no more than five business days prior to the
date of such letter) with respect to such registration as such underwriters
reasonably may request.
(h) Use commercially reasonable efforts to list the Registrable Securities
covered by such registration statement with any securities exchange or
interdealer quotation system on which the Common Stock is then listed or
included for quotation.
(i) In the event that the Company determines that, in order for Holders to
effect sales of securities under a registration statement, the Company would
have to disclose material nonpublic information which, if disclosed at such
time, would be materially harmful to the Company, then, for a period not to
exceed 90 days (i) the Company may defer the filing of a registration statement
or, if necessary, withdraw such filing prior to effectiveness thereof and defer
refiling during such period and (ii) after a registration statement has been
declared effective, each Holder agrees not to effect, and shall cause any sales
or placement agent or underwriter not to effect, any such sales upon notice of
such determination by the Company and the Holder shall maintain the
confidentiality of such notice.
5. Provision of Information. It shall be a condition precedent to the
obligations of the Company pursuant to this Agreement that the selling Holders
shall furnish to the Company such information regarding themselves, the
Registrable Securities held by them, and the intended method of disposition of
such securities as shall be reasonably required to effect the registration of
the Registrable Securities.
6. Expenses of Required Registration. With respect to the registration
rights under Paragraphs 2, expenses, other than underwriting discounts and
commissions and any nonaccountable expense allowance (attributable to the
Holders of Registrable Securities on a pro rata basis with securities to be
registered by the Company and any other selling stockholders) of any
underwriters, incurred in connection with registration and fees and expenses of
counsel to the selling Holders, if any, including (without limitation) all
registration, filing and qualification
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fees, printers' and accounting fees, fees and disbursements of counsel for the
Company, shall be borne by the Company; provided that the Company shall not be
required to pay for any expenses of any registration proceeding begun pursuant
to Paragraph 2 if the registration request is subsequently withdrawn at the
request of the Holders of a majority of the Registrable Securities to be
registered (in which case all participating Holders shall bear such expenses).
7. Expenses of Incidental Registration. The Company shall bear and pay all
expenses incurred in connection with any registration, filing or qualification
of Registrable Securities with respect to the registrations pursuant to
Paragraph 3 for each Holder thereof including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees
relating or apportionable thereto and the reasonable fees and disbursements of
one counsel for the selling Holders selected by them, but excluding underwriting
discounts and commissions and any nonaccountable expense allowance (attributable
to the Holders of Registrable Securities on a pro rata basis with securities to
be registered by the Company and any other selling stockholders) of underwriters
relating to Registrable Securities.
8. Underwriting Requirements. In connection with any offering involving an
underwriting of shares being issued by the Company, the Company shall not be
required under Paragraph 3 to include any of the Holders' securities in such
underwriting unless they accept the terms of the underwriting as agreed upon
between the Company and the underwriters and then only in such quantity as will
not, in the opinion of the underwriters, jeopardize the success of the offering
by the Company. If in the opinion of the managing underwriter or underwriters of
a proposed offering the number of Registrable Securities requested to be
included in such offering exceeds the number which can be sold in such offering
or is reasonably likely to materially and adversely affect the success or
offering price of such offering, there shall be excluded, to the extent
necessary, shares requested for inclusion in such offering in the following
order:
(a) if the Registration is a Company Registration, (i) first, shares of
Registrable Securities requested to be included by the Holders and all other
holders of any securities which are party to registration rights agreements
shall be excluded, pro rata on the basis of the shares requested to be included
by each; and (ii) second, shares requested to be included by the Company shall
be excluded; and
(b) if the Registration is a Third-Party Registration, (i) first, shares
of Registrable Securities requested to be included by the Holders and all other
holders of any securities which are party to registration rights agreements,
shall be excluded, pro rata on the basis of the shares requested to be included
by each of such shareholders; (ii) second, shares requested to be included by
the Company shall be excluded; and (iii) third, shares requested to be included
by the third party holder requesting such registration shall be excluded, pro
rata on the basis of the shares requested to be included by each such holder.
9. 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 this Agreement.
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10. Indemnification. In the event any Registrable Securities are included
in a registration statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify and hold
harmless each Holder of such Registrable Securities, the officers, directors,
trustees and employees of (i) each such Holder, (ii) any underwriter (as defined
in the 1933 Act) for such Holder and (iii) each person, if any, who controls or
is controlled by such Holder or underwriter within the meaning of the 1933 Act
or the Securities and Exchange Act of 1934, as amended ("the 1934 Act")
(collectively, the "Holder Indemnitees"), against any losses, claims, damages or
liabilities joint or several) to which they may become subject under the 1933
Act, the 1934 Act or other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any of the following statements, omissions or violations (collectively, a
"Violation"): (x) any untrue statement or alleged untrue statement of material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, (y) 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 (z) any violation or alleged violation by the Company
of the 1933 Act, the 1934 Act, any state securities law or any rule or
regulation promulgated under the 1933 Act, the 1934 Act or any state securities
law; and the Company will reimburse each such Holder Indemnitees for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that the indemnity agreement contained in this subparagraph 10(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 the
Company (which consent shall not be unreasonably withheld), nor shall the
Company 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) To the extent permitted by law, each selling Holder, severally and not
jointly, will indemnify and hold harmless the Company, each of its directors,
each of its officers who have signed the registration statement, each person, if
any, who controls the Company within the meaning of the 1933 Act, any
underwriter and any other Holder selling securities in such registration
statement or any of its directors or officers or any person who controls such
Holder, against any losses, claims, damages or liabilities joint or several) to
which the Company or any such director, officer or controlling person may become
subject, under the 1933 Act, 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, in each case to the extent (and
only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by such Holder expressly for use
in connection with such registration; and each such Holder will reimburse any
legal or other expenses reasonably incurred by the Company or any such director,
officer, controlling person, underwriter or controlling person, other Holder,
officer, director, or controlling person in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however,
that the indemnity agreement contained in this subparagraph 10(b) shall not
apply to amounts paid in
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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.
(c) Promptly after receipt by an indemnified party under this Paragraph 10
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 Paragraph 10, 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 any indemnified party shall have the right to retain its
own counsel, 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
actions, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Paragraph 10 to the extent such delay has been prejudicial, 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
Paragraph 10. In case any such action is brought against an indemnified party,
the indemnifying party shall be entitled to participate in and to assume the
defense thereof, jointly with any other indemnifying party similarly notified to
the extent that it may wish, with counsel reasonably satisfactory to the
indemnified party, unless a conflict of interest exists between such indemnified
and indemnifying parties that would make representation by the same counsel
inappropriate in the circumstances. After notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable for any settlement made by the
indemnified party within its consent (which consent will not be unreasonably
withheld or delayed) or for any legal or other expenses subsequently incurred by
the indemnified party in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
consent of the indemnified party, consent to entry of any judgment or enter into
any settlement which cannot be settled in all respects by the payment of money
and such money is so paid pursuant to the terms of such settlement and which
settlement 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.
(d) To provide for just and equitable contribution, if (i) an indemnified
party makes a claim for indemnification pursuant to subparagraph 10(a) or 10(b)
but it is found in a final judicial determination, not subject to further
appeal, that such indemnification may not be enforced in such case, even though
this Agreement expressly provides for indemnification in such case, or (ii) any
indemnified or indemnifying party seeks contribution under the 1933 Act, the
1934 Act, or otherwise, then the Company (including for this purpose any
contribution made by or on behalf of any officer, director, employee, agent or
counsel of the Company, or any controlling person of the Company), on the one
hand, and the Holders (including for this purpose any contribution by or on
behalf of an indemnified party), on the other hand, shall contribute to the
losses, liabilities, claims, damages, and expenses to which any of them may be
subject, in
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such proportions as are appropriate to reflect the relative benefits received by
the Company, on the one hand, and the Holders, on the other hand; provided,
however, that if applicable law does not permit such allocation, then other
relevant equitable considerations such as the relative fault of the Company and
the Holders in connection with the facts which resulted in such losses,
liabilities, claims, damages and expenses shall also be considered. The relative
benefits received by the Company, on the one hand, and the Holders, on the other
hand, shall be deemed to be in the same proportion as the total proceeds from
the offering received by each of the Company on the one hand and the Holders, on
the other hand.
The relative fault, in the case of an untrue statement, alleged untrue
statement, omission, or alleged omission, shall be determined by, among other
things, whether such statement, alleged statement, omission, or alleged omission
relates to information supplied by the Company or by the Holders, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement, alleged statement, omission, or alleged
omission. The Company and Holders agree that it would be unjust and inequitable
if the respective obligations of the Company and the Holders for contribution
were determined by pro rata or per capital allocation of the aggregate losses,
liabilities, claims, damages and expenses or by any other method of allocation
that does not reflect the equitable considerations referred to in this
subparagraph 10(d). No person guilty of a fraudulent misrepresentation (within
the meaning of subparagraph 11(f) of the 1933 Act) shall be entitled to
contribution from any person who is not guilty of such fraudulent
misrepresentation. For purposes of this subparagraph 10(d), each person, if any,
who controls a Holder within the meaning of Section 15 of the 1933 Act or
Section 20(a) of the 1934 Act and each officer, director, stockholder, employee,
agent and counsel of the Holders shall have the same rights of contribution as
the Holder, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act and each officer,
director, employee, agent and counsel of the Company, shall have the same rights
to contribution as the Company, subject in each case to the provisions of this
subparagraph 10(d). Anything in this subparagraph 10(d) to the contrary
notwithstanding, no party shall be liable for contribution with respect to the
settlement of any claim or action effected without its written consent. This
subparagraph 10(d) is intended to supersede any right to contribution under the
1933 Act, the 1934 Act, or otherwise.
(e) The obligations of the Company and Holders under this Paragraph 10
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Agreement, and otherwise.
11. Efforts Under the 1934 Act. With a view to making available to the
Holders the benefits of Rule 144 under the 1933 Act and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities of
the Company to the public without registration, the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times;
(b) file with the SEC in a timely manner all reports and other documents
required of the Company under the 1933 Act and the 1934 Act;
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(c) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144, the 1933 Act and
the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, 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; and
(d) the Company agrees to allow, and expressly provide in writing pursuant
to any plan of distribution and registration statement that, the Holders may
utilize Rule 144 under the 1933 Act to sell securities at the same time a
registration statement is in effect for such securities.
12. Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Agreement may be assigned by a
Holder to a transferee or assignee of such securities; provided, in each case,
the Company is, within 30 days after such transfer, 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, such
transferee or assignee shall, as a condition to such transfer, deliver to the
Company a written instrument by which such transferee or assignee agrees to be
bound by the obligations imposed on Holders of Registrable Securities pursuant
to this Agreement and provided, further, that such assignment shall be effective
only if immediately following such transfer, the disposition of such securities
by the transferee or assignee: (i) is restricted under the 1933 Act; or (ii) is
not exempt from registration under the 1933 Act.
13. Market Stand-Off Agreement.
(i) Subject always to the terms and provisions of clause (ii) of this
Paragraph 13, each Holder who is an executive officer or director or owns
more than 2% of the outstanding stock of the Company hereby agrees that it
shall not, to the extent requested by the Company and an underwriter of
Common Stock (or other securities) of the Company, sell or otherwise
transfer or dispose (other than to donees who agree to be similarly bound)
of any Registrable Securities during a reasonable and customary period of
time, as agreed to by the Company and the underwriters, not to exceed 90
days following the effective date of any registration statement of the
Company filed under the 1933 Act; provided, however, that all executive
officers and directors of the Company and all other persons with
registration rights (whether or not pursuant to this Agreement) enter into
similar agreements.
In order to enforce the foregoing covenant, the Company may impose stop-
transfer instructions with respect to the Registrable Securities of each
Holder thereof until the end of such reasonable and customary period.
(ii) Anything contained in this Agreement, including without
limitation clause (i) of this Paragraph 13 to the contrary notwithstanding,
nothing herein contained shall be deemed or construed to require any holder
which owns securities of the Company
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acquired other than by reason of the holding of any Registrable Securities
or the exercise thereof, in whole or in part, to withhold such securities
from sale during any such period of time, nor shall any holder be required
during any such period of time to refrain from selling any Registrable
Securities, in whole or in part, provided only that such sale shall be
pursuant to a private placement to an institutional investor within the
provisions of an exemption from the registration requirements under the
1933 Act or is consummated within the limitations of Rule 144 promulgated
under the 1933 Act.
14. Amendment of Registration Rights. Any provision of this 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 the Company and the Holders of a majority of the Registrable
Securities then outstanding; provided, however, that any amendment or waiver
effected in accordance with this paragraph shall be binding upon each holder of
any securities purchased under this Agreement at the time outstanding (including
securities into which such securities are convertible), each future holder of
all such securities, and the Company.
15. Termination of Registration Rights. The Company's obligations
pursuant to this Agreement shall terminate as to the Holder of Registrable
Securities on the earlier of (i) when the Holder can sell all of such Holder's
Registrable Securities in one three month period pursuant to Rule 144 under the
1933 Act (or any such successor rule) but not prior to August 13, 2001 or (ii)
on the date on which the Holder has sold all of such Holder's Shares.
16. Miscellaneous.
(a) Remedies. In the event of a breach by the Company of its obligations
under this Agreement, each Holder, in addition to being entitled to exercise all
rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement.
(b) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, registered mail, or
telecopies, initially to the address set forth below, and thereafter at such
other address, notice of which is given in accordance with the provisions of
this of this subparagraph 16(b):
(i) if to the Company:
Allscripts, Inc.
2401 Commerce Drive
Libertyville, Illinois 60048
Attention: David B. Mullen
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Copy to:
Sachnoff & Weaver, Ltd.
30 South Wacker Drive
Suite 2900
Chicago, Illinois 60606
Attention: Jeffrey A. Schumacher, Esq.
(ii) if to a Holder:
At the address set forth in the Company's Stock Register.
All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; two business days after
being deposited in the mail, postage prepaid, if mailed; and when receipt is
acknowledged, if telecopied.
(c) Successors and Assigns. Subject to Paragraph 12, this Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties, including without limitation and without the need for an express
assignment, subsequent holders of the Registrable Shares subject to the terms
hereof.
(d) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(e) Headings. The headings in this Agreement are for convenience of
references only and shall not limit or otherwise affect the meaning hereof.
(f) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois without reference to its
conflicts of law provisions.
(g) Severability. In the event that any one or more of the provisions
contained herein, or the application hereof in any circumstance is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any such
provisions contained herein shall not be affected or impaired thereby.
(h) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of this agreement and understanding of the parties hereto in respect
of the subject matter contained herein. There are no restrictions, promises
warranties or undertakings, other than those set forth or referred to herein,
concerning the registration rights granted by the Company pursuant to this
Agreement.
(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
11
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first written above.
ALLSCRIPTS, INC.
By: /s/ David B. Mullen
-------------------------------
Name: David B. Mullen
-------------------------------
Its: President
-------------------------------
HOLDERS:
/s/ Charles L. Anderson /s/ Barbara M. Anderson
----------------------------- -----------------------------
Charles L. Anderson Barbara M. Anderson
/s/ Greg Bailes /s/ Lori Bailes
----------------------------- -----------------------------
Greg Bailes Lori Bailes
/s/ John D. Barrett, D.D.S. /s/ Thomas W. Barwick
----------------------------- -----------------------------
John D. Barrett, D.D.S. Thomas W. Barwick
/s/ James Fraser Black /s/ Deidre D. Black
----------------------------- -----------------------------
James Fraser Black Deidre D. Black
/s/ Curt Blake /s/ William K. Bloemker
----------------------------- -----------------------------
Curt Blake William K. Bloemker
/s/ Karen S. Bloemker /s/ John P. Bredeson
----------------------------- -----------------------------
Karen S. Bloemker John P. Bredeson
Britannia Holdings Limited
/s/ Evelyn E. Bredeson By: /s/ Leslie John James
----------------------------- ----------------------
Evelyn E. Bredeson Name: Leslie John James
----------------------
Title: Director
----------------------
12
<PAGE>
/s/ Thomas F. Broderick /s/ Joyce S. Broderick
------------------------------ ------------------------------
Thomas F. Broderick Joyce S. Broderick
Capital Growth Fund, Inc. Pension & Profit
Sharing Trust
/s/ John A. Calhoun By: /s/ Carl Winge
------------------------------ ------------------------
John A. Calhoun Name: Carl Winge
------------------------
Title: Trustee
------------------------
/s/ H. Kenneth Carter, D.D.S. /s/ Tillie M. Carter
------------------------------ ------------------------------
H. Kenneth Carter, D.D.S. Tillie M. Carter
/s/ Gary D. Coard /s/ Leon H. Crawford
------------------------------ ------------------------------
Gary D. Coard Leon H. Crawford
Cypress Partners Ltd.
/s/ Linda E. Crawford By: /s/ David M. Eskenazy
------------------------------ -----------------------
Linda E. Crawford Name: David M. Eskenazy
-----------------------
/s/ James J. David /s/ Patricia F. David
------------------------------ ------------------------------
James J. David Patricia F. David
/s/ Karen Dempster /s/ James Dempster
------------------------------ ------------------------------
Karen Dempster James Dempster
/s/ David C. Dover /s/ George C. Denniston, Jr.
------------------------------ ------------------------------
David C. Dover George C. Denniston, Jr.
/s/ Martha K. Denniston /s/ Karl Dillon
------------------------------ ------------------------------
Martha K. Denniston Karl Dillon
Eagle Investments, Inc.
By: /s/ Kenneth Knight /s/ Anne L. Burns
------------------------ ------------------------------
Name: Kenneth Knight Anne L. Burns
------------------------
Its: President
------------------------
13
<PAGE>
/s/ Bobby E. Dubois /s/ John D. Barrett
------------------------------ ------------------------------
Bobby E. Dubois John D. Barrett
/s/ Karen R. Erickson /s/ Michael L. Yawman
------------------------------ ------------------------------
Karen R. Erickson Michael L. Yawman
/s/ Patricia Sussman /s/ Peter Y. Sussman
------------------------------ ------------------------------
Patricia Sussman Peter Y. Sussman
/s/ Peter W. Eising /s/ Tom Elzey
------------------------------ ------------------------------
Peter W. Eising Tom Elzey
/s/ David J. Fitterer /s/ Leland W. Foote
------------------------------ ------------------------------
David J. Fitterer Leland W. Foote
/s/ George P. Futus /s/ J. Peter Geerlofs
------------------------------ ------------------------------
George P. Futus J. Peter Geerlofs
/s/ Glenda Hultman /s/ J. Peter Geerlofs
------------------------------ ------------------------------
Glenda Hultman J. Peter Geerlofs
/s/ Robert J. Genise /s/ Penelope W. Genise
------------------------------ ------------------------------
Robert J. Genise Penelope W. Genise
/s/ Donald L. George /s/ Anne George
------------------------------ ------------------------------
Donald L. George Anne George
/s/ Larry M. Gorman /s/ Karen L. Gorman
------------------------------ ------------------------------
Larry M. Gorman Karen L. Gorman
/s/ Lynn K. Greenberg /s/ Keith Hallman
------------------------------ ------------------------------
Lynn K. Greenberg, Trustee of Keith Hallman
the Lynn Greenberg Trust dated
5/30/90
14
<PAGE>
/s/ Kathleen Hallman /s/ David Hanzlik
----------------------------- ------------------------------
Kathleen Hallman David Hanzlik
/s/ Scott L. Hardman /s/ Scott L. Hardman
----------------------------- ------------------------------
Scott L. Hardman, father of Scott L. Hardman
Daniel L. Hardman
Helios Capital Management
/s/ Patricia P. Hardman /s/ Tyram H. Pettit
----------------------------- ------------------------------
Patricia P. Hardman Name: Tyram H. Pettit
---------------
Its: President
---------
/s/ Edith N. Hillard /s/ Jack Holthaus
----------------------------- ------------------------------
Edith N. Hillard Jack Holthaus
/s/ C. Russell Hoover, Jr. /s/ Jessica L. Hoover
----------------------------- ------------------------------
C. Russell Hoover, Jr. Jessica L. Hoover
/s/ Charles R. Hoover /s/ Glenn W. Ison
----------------------------- ------------------------------
Charles R. Hoover, as Trustee Glenn W. Ison, Trustee of the Glenn
for the Charles R. Hoover W. Ison Revocable Living Trust dated
Living Trust UAD 2/12/93 4/16/92
/s/ Kent L. Johnson /s/ Bradley S. Keller
----------------------------- ------------------------------
Kent L. Johnson Bradley S. Keller
/s/ Michelle S. Keller /s/ Jerry E. Keppler
----------------------------- ------------------------------
Michelle S. Keller Jerry E. Keppler
/s/ Ann Keppler /s/ Charles Landau
----------------------------- ------------------------------
Ann Keppler Charles Landau
/s/ Judith Landau /s/ Janice L. Lindeman
----------------------------- ------------------------------
Judith Landau Janice L. Lindeman
/s/ William H. Lindeman /s/ E.G. Lindquist
----------------------------- ------------------------------
William H. Lindeman E.G. Lindquist
15
<PAGE>
/s/ Rosalie R. Lindquist /s/ Chauncey F. Lufkin
----------------------------- ------------------------------
Rosalie R. Lindquist Chauncey F. Lufkin
/s/ Elizabeth H. Lufkin /s/ Michael E. Menashe
----------------------------- ------------------------------
Elizabeth H. Lufkin Michael E. Menashe
Mickel Development, LLC
/s/ James Mickel /s/ James R. Moburg
----------------------------- ------------------------------
Name: James Mickel James R. Moburg
------------
Its: Member
------
/s/ David R. Moffett /s/ Susan C. Moffett
----------------------------- ------------------------------
David R. Moffett Susan C. Moffett
N2 Partners (a Joint Venture)
/s/ Robert G. Nuber /s/ Renee Naness
----------------------------- ------------------------------
Name: Robert G. Nuber Renee Naness
---------------
Its: Partner
-------
Northwest Angel Investors-Medifor
L.L.C.
/s/ Rob Daugherty /s/ Frank J. Owens
----------------------------- ------------------------------
Name: Rob Daugherty Frank J. Owens
-------------
Its: Managing Member
---------------
/s/ Brenda Owens /s/ James F. Grabicki
----------------------------- ------------------------------
Brenda Owens James F. Grabicki
Pruzan Building Company
/s/ Jean Patterson /s/ Herbert L. Pruzan
----------------------------- ------------------------------
Jean Patterson Name: Herbert L. Pruzan
-----------------
Its: Managing Partner
----------------
/s/ John H. Pryor /s/ Thalia S. Pryor
----------------------------- ------------------------------
John H. Pryor Thalia S. Pryor
/s/ Wesley O. Reed /s/ Mary Griffin Reed
----------------------------- ------------------------------
Wesley O. Reed Mary Griffin Reed
16
<PAGE>
/s/ Anne Richardson /s/ Elizabeth Berman
----------------------------- -------------------------------
Anne Richardson Elizabeth Berman
RxRemedy, Inc.
/s/ Robert Bruce Robinson /s/ Kuramjeet S. Paul
----------------------------- -------------------------------
Robert Bruce Robinson Name: Kuramjeet S. Paul
-----------------
Its: CEO
---
/s/ Pankaj Sharma /s/ Michael A. Sherry
----------------------------- -------------------------------
Pankaj Sharma Michael A. Sherry
/s/ Anne C. Sherry /s/ Terry R. Smith
----------------------------- ------------------------------
Anne C. Sherry Terry R. Smith
/s/ Richard Sorensen /s/ Rita Hollingsworth
----------------------------- ------------------------------
Richard Sorensen Rita Hollingsworth
/s/ Gareth A. Morgan /s/ Jon Staenberg
----------------------------- ------------------------------
Gareth A. Morgan Jon Staenberg
/s/ Paul Suzman /s/ David L. Erickson
----------------------------- ------------------------------
Paul Suzman David L. Erickson, co-trustee,
The Erickson Family Trust,
dated 2/15/94
/s/ Sandra C. Erickson /s/ Kathleen Tittle
----------------------------- ------------------------------
Sandra C. Erickson, co-trustee, Kathleen Tittle
The Erickson Family Trust,
dated 2/15/94
/s/ Wayne Tittle /s/ Paul Tomlinson
----------------------------- ------------------------------
Wayne Tittle Paul Tomlinson
/s/ Jeanne Tomlinson /s/ Richard W. Tschetter
----------------------------- ------------------------------
Jeanne Tomlinson Richard W. Tschetter
/s/ Karen Tschetter /s/ William M. Vieser
----------------------------- ------------------------------
Karen Tschetter William M. Vieser
17
<PAGE>
/s/ Scott Hardman /s/ Lauretta Webb
----------------------------------------- -----------------
Scott Hardman, father of Katherine Voyles Lauretta Webb
/s/ Vaughn Webb /s/ Michel R. Zelnick
--------------- ---------------------
Vaughn Webb Michel R. Zelnick
/s/ Barbara A. Zelnick /s/ Nancy Vieser
---------------------- ----------------
Barbara A. Zelnick Nancy Vieser
/s/ Parker Sroufe
-----------------
Parker Sroufe
18
