Attached files
file | filename |
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8-K - FORM 8-K - MModal Inc. | w84096e8vk.htm |
EX-99.1 - EX-99.1 - MModal Inc. | w84096exv99w1.htm |
EX-10.1 - EX-10.1 - MModal Inc. | w84096exv10w1.htm |
Exhibit 10.2
AMENDMENT NO. 1
TO
REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 to Registration Rights Agreement (the Amendment) made and
entered into as of August 18, 2011, by and among MEDQUIST HOLDINGS INC., a Delaware corporation
(the Company), S.A.C. PEI CB Investment L.P., a Cayman Islands limited partnership
(SAC CBI), S.A.C. PEI CB Investment II, LLC, a Delaware limited liability company
(SAC CBI II) and International Equities (S.A.C. Asia) Limited, a company incorporated
under the Companies Act of 2001 of Mauritius (SAC Asia and, collectively with SAC CBI and
SAC CBI II and each of their respective affiliates, the Stockholders).
BACKGROUND
The parties hereto entered into that certain Registration Rights Agreement dated as of
February 4, 2011 (the Registration Rights Agreement).
In connection with the Company granting additional registration rights to certain other
stockholders of the Company pursuant to that certain Stockholders Agreement dated the date hereof
by and among the Company and each of the persons set forth on the Schedule of Stockholders attached
thereto (the Stockholders Agreement), the Stockholders and the Company have agreed to
amend certain provisions of the Registration Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained in this Agreement, the parties hereto, intending to be legally bound, agree as follows:
1. Section 2(a)(iii) of the Registration Rights Agreement is amended in its entirety to read as
follows:
(iii) If the Company is required to use commercially reasonable efforts to register
Registrable Securities in a registration initiated upon the demand of a Holder or
Holders pursuant to Section 2(a)(i) of this Agreement and the managing underwriters
for such offering advise the Company in writing (with a copy to the Holder(s)
demanding the registration) that the inclusion of all Registrable Securities and
other securities sought to be registered may interfere with an orderly sale and
distribution of or may materially adversely affect the price of such offering, then
the Company will include in such offering
(A) for the period beginning on the date hereof and ending on February 18, 2012
(the End Date), (x) first, the sum of (i) the aggregate number of
Registrable Securities requested to be included in such registration by the
Holder(s) pursuant to this Agreement, whether pursuant to Section 2(a)(i) or
Article 3, and (ii) the number of securities requested to be included in such
registration pursuant to the Stockholders Agreement, which the managing
underwriters advise will not likely have such effect, allocated pro rata based on
the number of such securities duly requested to be included in such registration,
and (y) second, all other securities requested to be included in such registration;
or
(B) for the period after the End Date, (x) first, the aggregate number of
Registrable Securities requested to be included by the
Holder(s) pursuant to Section
2(a)(i) which the managing underwriters advise will not likely have such effect,
allocated pro rata based on the number of such Registrable Securities duly requested
to be included in such registration, (y) second, the Registrable Securities sought
to be included in such registration pursuant to Article 3, allocated pro rata based
on the number of such Registrable Securities duly requested to be included in such
registration and (z) third, all other securities requested to be included in such
registration.
2. Section 3(a)(ii) of the Registration Rights Agreement is amended in its entirety to read as
follows:
(ii) the Company will not be required to effect any registration of Registrable
Securities pursuant to this Article 3 if the Company shall have been advised in
writing (with a copy to the Holders requesting registration) by a nationally
recognized investment banking firm (which may be the managing underwriter for the
offering) that, in such firms opinion, the number of Registrable Securities and
Other Securities proposed to be included exceeds the number which can be sold in the
offering without interfering with an orderly sale and distribution or materially and
adversely affecting the offering price; provided, however, that if an offering of
some but not all of the Registrable Securities and Other Securities requested to be
registered by the Holders and all other Persons having rights to include securities
held by them in such registration would not adversely affect the distribution or
price of the securities to be sold in the offering in the opinion of such firm or
are included in such offering notwithstanding any such opinion, then the Company
will include in such offering:
(A) for the period beginning on the date hereof and ending on the End Date, (x)
first, any Other Securities to be issued or sold by the Company, (y) second, the sum
of (i) the Registrable Securities requested to be registered pursuant to Article 3,
(ii) the Other Securities requested to be registered by other stockholders having
similar registration rights as of the date of this Agreement and (iii) the
securities requested to be included in such registration pursuant to the
Stockholders Agreement, allocated pro rata based on the relative number of
securities then held by such persons and requested to be included in such
registration; provided, that any such amount thereby allocated to any such persons
that exceeds the request by such persons shall be reallocated among such remaining
requesting persons in like manner and (z) third, all other securities requested to
be included in such registration; or
(B) for the period after the End Date, (x) first, any Other Securities to be
issued or sold by the Company, (y) second, the Registrable Securities requested to
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be registered pursuant to Article 3, on the one hand, and the Other Securities
requested to be registered by other stockholders having similar registration rights
as of the date of this Agreement, on the other hand, allocated pro rata based on the
relative number of Registrable Securities then held by such Holder and Other
Securities then held by such other stockholders eligible to be sold in such
offering; provided, that any such amount thereby allocated to any such Holder or
other stockholder that exceeds the request by such Holder or other stockholder shall
be reallocated among the remaining requesting Holders and other stockholders in like
manner and (z) third, all other securities requested to be included in such
registration;
3. This Amendment may be executed in two or more counterparts and by facsimile or by pdf, each of
which shall be binding as of the date first written above, and all of which shall constitute one
and the same instrument. Each such copy shall be deemed an original, and it shall not be necessary
in making proof of this Amendment to produce or account for more than one such counterpart.
[the rest of the page left intentionally blank]
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This Amendment has been executed and delivered as of the date first above written.
MEDQUIST HOLDINGS INC. |
||||
By: | /s/ Mark R. Sullivan | |||
Name: | Mark R. Sullivan | |||
Title: | General Counsel | |||
S.A.C. PEI CB INVESTMENT, L.P. |
||||
By: | S.A.C. PEI CB Investment GP, Limited, its general partner | |||
By: | /s/ Peter Nussbaum | |||
Name: | Peter Nussbaum | |||
Title: | Authorized Signatory | |||
S.A.C. PEI CB INVESTMENT II, LLC |
||||
By: | S.A.C. Private Capital Group, LLC, its manager | |||
By: | /s/ Peter Nussbaum | |||
Name: | Peter Nussbaum | |||
Title: | Authorized Signatory | |||
INTERNATIONAL EQUITIES (S.A.C. ASIA) LIMITED |
||||
By: | /s/ Peter Nussbaum | |||
Name: | Peter Nussbaum | |||
Title: | Authorized Signatory | |||
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