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

• Category: Corporations - Public - Rights
• State: Multi-State
• Control #: US-EG-9155
• Format: Word; Rich Text

Description

Registration Rights Agreement between The Trizetto Group and the holders of Trizetto's common stock dated December 22, 1999. 18 pages Title: Overview of the Indiana Registration Rights Agreement between Trident Group, Inc. and Trident Stockholders Keywords: Indiana Registration Rights Agreement, Trident Group, Trident Stockholders, legal agreement, registration rights, shareholders, securities, SEC, offering, IPO, restrictions, transfer, shares, demand rights, piggyback rights, notice, effectiveness Introduction: The Indiana Registration Rights Agreement is a crucial legal document that governs the relationship between Trident Group, Inc. and its stockholders in terms of registration rights for securities. This agreement ensures compliance with the relevant regulations set forth by the Securities and Exchange Commission (SEC) while safeguarding the interests of Trident Group and its shareholders. Types of Indiana Registration Rights Agreements: 1. General Registration Rights: This type of agreement allows Trident Stockholders to register their shares for public sale through an Initial Public Offering (IPO) or other SEC-approved offering. It outlines the obligations of Trident Group to promptly prepare and file the necessary registration statements and undertake all necessary actions to achieve the effectiveness of such statements. 2. Demand Rights: These rights grant Trident Stockholders the power to request the registration of their shares with the SEC at any time. Upon receiving a written request from stockholders holding a specified percentage of the outstanding shares, Trident Group is obliged to initiate the registration process and cover any expenses related to registration. 3. Piggyback Rights: Piggyback rights enable the Trident Stockholders to include their shares alongside those of Trident Group in any registration statement that the company files with the SEC. This provision ensures that stockholders have the opportunity to register and sell their shares when the company chooses to pursue a public offering or registration. Key Terms and Provisions: — Notice of RegistrationTridentto Group will provide written notice to the stockholders, informing them of the company's intent to undertake a registration statement with the SEC. This notice will include important details such as the number of shares to be registered and the intended offering price. — Effectiveness and Withdrawal: The agreement specifies the timeframe within which Trident Group must use its best efforts to have the registration statement declared effective by the SEC. In case of a detrimental change to the offering or any adverse event, the company reserves the right to withdraw the registration statement. — Transfer Restrictions: During the registration process, stockholders may face certain restrictions on transferring their shares. These limitations protect Trident Group from potential market manipulations or insider trading by the stockholders while the shares are being registered. Conclusion: The Indiana Registration Rights Agreement is a vital legal instrument that governs the registration process for Trident Group's stockholders. By outlining the various rights and obligations, such as demand rights and piggyback rights, this agreement ensures that stockholders can effectively register and sell their shares when necessary while maintaining compliance with relevant SEC regulations.

Title: Overview of the Indiana Registration Rights Agreement between Trident Group, Inc. and Trident Stockholders Keywords: Indiana Registration Rights Agreement, Trident Group, Trident Stockholders, legal agreement, registration rights, shareholders, securities, SEC, offering, IPO, restrictions, transfer, shares, demand rights, piggyback rights, notice, effectiveness Introduction: The Indiana Registration Rights Agreement is a crucial legal document that governs the relationship between Trident Group, Inc. and its stockholders in terms of registration rights for securities. This agreement ensures compliance with the relevant regulations set forth by the Securities and Exchange Commission (SEC) while safeguarding the interests of Trident Group and its shareholders. Types of Indiana Registration Rights Agreements: 1. General Registration Rights: This type of agreement allows Trident Stockholders to register their shares for public sale through an Initial Public Offering (IPO) or other SEC-approved offering. It outlines the obligations of Trident Group to promptly prepare and file the necessary registration statements and undertake all necessary actions to achieve the effectiveness of such statements. 2. Demand Rights: These rights grant Trident Stockholders the power to request the registration of their shares with the SEC at any time. Upon receiving a written request from stockholders holding a specified percentage of the outstanding shares, Trident Group is obliged to initiate the registration process and cover any expenses related to registration. 3. Piggyback Rights: Piggyback rights enable the Trident Stockholders to include their shares alongside those of Trident Group in any registration statement that the company files with the SEC. This provision ensures that stockholders have the opportunity to register and sell their shares when the company chooses to pursue a public offering or registration. Key Terms and Provisions: — Notice of RegistrationTridentto Group will provide written notice to the stockholders, informing them of the company's intent to undertake a registration statement with the SEC. This notice will include important details such as the number of shares to be registered and the intended offering price. — Effectiveness and Withdrawal: The agreement specifies the timeframe within which Trident Group must use its best efforts to have the registration statement declared effective by the SEC. In case of a detrimental change to the offering or any adverse event, the company reserves the right to withdraw the registration statement. — Transfer Restrictions: During the registration process, stockholders may face certain restrictions on transferring their shares. These limitations protect Trident Group from potential market manipulations or insider trading by the stockholders while the shares are being registered. Conclusion: The Indiana Registration Rights Agreement is a vital legal instrument that governs the registration process for Trident Group's stockholders. By outlining the various rights and obligations, such as demand rights and piggyback rights, this agreement ensures that stockholders can effectively register and sell their shares when necessary while maintaining compliance with relevant SEC regulations.