Certain Relationships and Related Party Transactions
will have no duty to communicate or offer such corporate opportunity to us.
The stockholders agreement prohibits certain business combination transactions in which our Class A common stock is exchanged for consideration unless each holder of shares of Class A common stock or Class B common stock is allowed to
participate equally in the transaction as if the Class B common stock, together with the corresponding number of Class B units, had been exchanged for shares of Class A common stock pursuant to the exchange agreements immediately
prior to the transaction.
Registration rights agreement
In connection with our initial public offering, we entered into a registration rights agreement with certain stockholders, including UPMC, to
register for sale under the Securities Act shares of our Class A common stock in the circumstances described above. As of April 14, 2022, the only shares covered by registration rights were 6,434,283 shares of Class A common stock
held by UPMC.
Piggyback registration rights
If we propose to register any shares of our equity securities under the Securities Act either for our own account or for the account of any other
person, then UPMC is entitled to notice of the registration and will be entitled to include their shares of Class A common stock in the registration statement. These piggyback registration rights are subject to specified conditions and
limitations, including the right of the underwriters, if any, to limit the number of shares included in any such registration under specified circumstances.
Shelf registration rights
Pursuant to the registration rights agreement, we registered the potential resale of all the shares of Class A common stock entitled to these registration rights, including such shares reserved for potential exchange in the
future for Class B common units, on our Registration Statement on Form S-3, File No. 333-212709, initially filed on July 28, 2016, and declared effective
on August 12, 2016.
Expenses and indemnification
We will pay all expenses relating to any demand, piggyback or shelf registration, other than underwriting discounts and commissions and any
transfer taxes, subject to specified conditions and limitations. The registration rights agreement includes customary indemnification provisions, including indemnification of the participating holders of shares of Class A common stock and their
directors, officers and employees by us for any losses, claims, damages or liabilities in respect thereof and expenses to which such holders may become subject under the Securities Act, state law or otherwise.
Termination of registration rights
The registration rights granted under the registration rights agreement will terminate upon the date the holders of shares that are a party
thereto no longer hold any such shares that are entitled to registration rights.
Commercial agreements with UPMC
As described below, Evolent Health LLC is a party to various commercial agreements with UPMC.
Services, reseller and non-competition agreements
The Company and UPMC are parties to a Reseller, Services and Non-Competition Agreement, dated
August 31, 2011, which was amended and restated by the parties on June 27, 2013 (as amended through the date hereof, the UPMC Reseller Agreement). Under the terms of the UPMC Reseller Agreement, UPMC has appointed the Company
as a non-exclusive reseller of certain UPMC third party administration services (TPA). The UPMC Reseller Agreement includes certain non-compete provisions
applicable to the Company, including certain regional restrictions as well as restrictions prohibiting the Company from providing certain TPA services to a limited number of third parties for a certain period of time. Subject to
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Evolent Health, Inc.
Proxy Statement 2022 |
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