Arizona Registration Rights Agreement between TriZetto Group, Inc. and TriZetto Stockholders

State:
Multi-State
Control #:
US-EG-9155
Format:
Word; 
Rich Text
Instant download

Description

Registration Rights Agreement between The Trizetto Group and the holders of Trizetto's common stock dated December 22, 1999. 18 pages Title: Understanding the Arizona Registration Rights Agreement between Trident Group, Inc. and Trident Stockholders Keywords: Arizona Registration Rights Agreement, Trident Group, Inc., Trident Stockholders, rights, registration, securities, shareholders, agreements, types, terms. Introduction: The Arizona Registration Rights Agreement between Trident Group, Inc. (hereinafter referred to as "Trident") and Trident Stockholders establishes the rights and obligations related to the registration of securities of the company held by its stockholders in accordance with relevant Arizona state laws. This agreement aims to provide clarity and protection for both parties involved, ensuring the orderly registration and sale of securities. Types of Arizona Registration Rights Agreements: There are typically two types of Arizona Registration Rights Agreements that can be established between Trident Group, Inc. and Trident Stockholders: 1. Demand Registration Rights: Under this type of agreement, the Trident Stockholders have the right to demand that Trident registers their securities with the appropriate regulatory authorities. Such requests can be made at any time after the initial public offering (IPO) or a specified period post-IPO, as agreed upon in the terms. 2. Piggyback Registration Rights: Within this category, Trident Stockholders have the privilege to include their securities for registration during a TriZetto-initiated registration. This clause allows stockholders to participate in a registration of securities alongside the company, minimizing costs and enhancing liquidity. Important Terms and Considerations: A. Registration Process: The agreement outlines the procedures and timeframe for initiating the registration process, filing necessary forms with regulatory authorities, and addressing disclosure requirements. It establishes Trident's responsibility for preparing and filing the registration statement on behalf of the stockholders, ensuring compliance with Arizona state regulations. B. Expenses and Indemnification: The agreement details the allocation of registration-related expenses, such as legal fees and printing costs, between Trident Group, Inc. and the stockholders. It determines Trident's obligations to indemnify stockholders for any losses resulting from inaccurate or misleading information contained in the registration statement. C. Limitations and Exceptions: Certain limitations on registration rights may be outlined in the agreement, including restrictions on the frequency of demand registrations or limitations on the number of securities eligible for registration. The agreement may also specify exceptions, such as confidentially submitting registrations to regulatory authorities or restrictions on registrations during blackout periods. Conclusion: The Arizona Registration Rights Agreement between Trident Group, Inc. and Trident Stockholders provides a framework for the registration and sale of securities held by stockholders. The agreement establishes the rights and responsibilities of both parties, outlines the types of registration rights available, and addresses important terms such as expenses, indemnification, and limitations. This agreement ensures transparency, compliance, and efficient processes for Trident Group, Inc. and its stockholders.

Title: Understanding the Arizona Registration Rights Agreement between Trident Group, Inc. and Trident Stockholders Keywords: Arizona Registration Rights Agreement, Trident Group, Inc., Trident Stockholders, rights, registration, securities, shareholders, agreements, types, terms. Introduction: The Arizona Registration Rights Agreement between Trident Group, Inc. (hereinafter referred to as "Trident") and Trident Stockholders establishes the rights and obligations related to the registration of securities of the company held by its stockholders in accordance with relevant Arizona state laws. This agreement aims to provide clarity and protection for both parties involved, ensuring the orderly registration and sale of securities. Types of Arizona Registration Rights Agreements: There are typically two types of Arizona Registration Rights Agreements that can be established between Trident Group, Inc. and Trident Stockholders: 1. Demand Registration Rights: Under this type of agreement, the Trident Stockholders have the right to demand that Trident registers their securities with the appropriate regulatory authorities. Such requests can be made at any time after the initial public offering (IPO) or a specified period post-IPO, as agreed upon in the terms. 2. Piggyback Registration Rights: Within this category, Trident Stockholders have the privilege to include their securities for registration during a TriZetto-initiated registration. This clause allows stockholders to participate in a registration of securities alongside the company, minimizing costs and enhancing liquidity. Important Terms and Considerations: A. Registration Process: The agreement outlines the procedures and timeframe for initiating the registration process, filing necessary forms with regulatory authorities, and addressing disclosure requirements. It establishes Trident's responsibility for preparing and filing the registration statement on behalf of the stockholders, ensuring compliance with Arizona state regulations. B. Expenses and Indemnification: The agreement details the allocation of registration-related expenses, such as legal fees and printing costs, between Trident Group, Inc. and the stockholders. It determines Trident's obligations to indemnify stockholders for any losses resulting from inaccurate or misleading information contained in the registration statement. C. Limitations and Exceptions: Certain limitations on registration rights may be outlined in the agreement, including restrictions on the frequency of demand registrations or limitations on the number of securities eligible for registration. The agreement may also specify exceptions, such as confidentially submitting registrations to regulatory authorities or restrictions on registrations during blackout periods. Conclusion: The Arizona Registration Rights Agreement between Trident Group, Inc. and Trident Stockholders provides a framework for the registration and sale of securities held by stockholders. The agreement establishes the rights and responsibilities of both parties, outlines the types of registration rights available, and addresses important terms such as expenses, indemnification, and limitations. This agreement ensures transparency, compliance, and efficient processes for Trident Group, Inc. and its stockholders.

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Arizona Registration Rights Agreement between TriZetto Group, Inc. and TriZetto Stockholders