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

State:
Multi-State
Control #:
US-EG-9155
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Word; 
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Description

Registration Rights Agreement between The Trizetto Group and the holders of Trizetto's common stock dated December 22, 1999. 18 pages Title: Delaware Registration Rights Agreement: Trident Group, Inc. and Trident Stockholders Introduction: The Delaware Registration Rights Agreement is a legally binding document that governs the registration of securities issued or to be issued by Trident Group, Inc. (the "Company") to its stockholders. This agreement grants certain rights to the stockholders regarding the registration and sale of their securities, ensuring transparency and liquidity in the capital markets. Let's dive deeper into the details of this agreement between Trident Group, Inc. and Trident Stockholders while exploring possible types of such agreements. Key Terms: 1. Registration Process: The Delaware Registration Rights Agreement lays down the process by which the Company will register its securities with the Securities and Exchange Commission (SEC) for public sale. This may include the filing of Form S-1 or other applicable registration statements. 2. Demand Registration Rights: One type of Delaware Registration Rights Agreement is the inclusion of demand registration rights. These rights allow Trident Stockholders, or a group of stockholders, to request the Company to register their securities for public offering. The Company is obligated to comply with these requests, subject to certain conditions and limitations as outlined in the agreement. 3. Piggyback Registration Rights: Another type of Delaware Registration Rights Agreement is the inclusion of piggyback registration rights. In this case, if the Company decides to register any of its securities for public sale, existing Trident Stockholders have the right to "tag along" and include their securities in the registration. This enables stockholders to take advantage of the Company's registration process and participate in the public offering. 4. Shelf Registration: A shelf registration enables Trident Stockholders to register their securities for future sales within a specific period, as provided by the Delaware Registration Rights Agreement. This allows stockholders to have more flexibility in timing their sales and avoid the delays associated with traditional registration processes. 5. Lock-Up Period: In some cases, the Delaware Registration Rights Agreement may include a lock-up period provision. This clause restricts stockholders from selling their registered securities for a specified period after the Company's initial public offering (IPO) or other significant events. It aims to prevent market volatility caused by excessive selling pressure immediately after such events. 6. Indemnification: The Delaware Registration Rights Agreement often outlines the indemnification provisions by which the Company agrees to protect the stockholders from any liabilities arising from the registration process, such as material misstatements or omissions in the registration statements. Conclusion: The Delaware Registration Rights Agreement between Trident Group, Inc. and Trident Stockholders serves as a crucial framework for governing the registration and sale of securities issued by the Company. By granting demand or piggyback registration rights, allowing shelf registrations, determining lock-up periods, and providing indemnification, this agreement ensures fair and transparent access to the capital markets for stockholders.

Title: Delaware Registration Rights Agreement: Trident Group, Inc. and Trident Stockholders Introduction: The Delaware Registration Rights Agreement is a legally binding document that governs the registration of securities issued or to be issued by Trident Group, Inc. (the "Company") to its stockholders. This agreement grants certain rights to the stockholders regarding the registration and sale of their securities, ensuring transparency and liquidity in the capital markets. Let's dive deeper into the details of this agreement between Trident Group, Inc. and Trident Stockholders while exploring possible types of such agreements. Key Terms: 1. Registration Process: The Delaware Registration Rights Agreement lays down the process by which the Company will register its securities with the Securities and Exchange Commission (SEC) for public sale. This may include the filing of Form S-1 or other applicable registration statements. 2. Demand Registration Rights: One type of Delaware Registration Rights Agreement is the inclusion of demand registration rights. These rights allow Trident Stockholders, or a group of stockholders, to request the Company to register their securities for public offering. The Company is obligated to comply with these requests, subject to certain conditions and limitations as outlined in the agreement. 3. Piggyback Registration Rights: Another type of Delaware Registration Rights Agreement is the inclusion of piggyback registration rights. In this case, if the Company decides to register any of its securities for public sale, existing Trident Stockholders have the right to "tag along" and include their securities in the registration. This enables stockholders to take advantage of the Company's registration process and participate in the public offering. 4. Shelf Registration: A shelf registration enables Trident Stockholders to register their securities for future sales within a specific period, as provided by the Delaware Registration Rights Agreement. This allows stockholders to have more flexibility in timing their sales and avoid the delays associated with traditional registration processes. 5. Lock-Up Period: In some cases, the Delaware Registration Rights Agreement may include a lock-up period provision. This clause restricts stockholders from selling their registered securities for a specified period after the Company's initial public offering (IPO) or other significant events. It aims to prevent market volatility caused by excessive selling pressure immediately after such events. 6. Indemnification: The Delaware Registration Rights Agreement often outlines the indemnification provisions by which the Company agrees to protect the stockholders from any liabilities arising from the registration process, such as material misstatements or omissions in the registration statements. Conclusion: The Delaware Registration Rights Agreement between Trident Group, Inc. and Trident Stockholders serves as a crucial framework for governing the registration and sale of securities issued by the Company. By granting demand or piggyback registration rights, allowing shelf registrations, determining lock-up periods, and providing indemnification, this agreement ensures fair and transparent access to the capital markets for stockholders.

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