Indemnified Party has the meaning given to such term in Section 5(c).
Indemnifying Party has the meaning given to such term in Section 5(c).
Indemnitors has the meaning given to such term in Section 5(h).
IPO has the meaning given to such term in the Recitals.
Losses has the meaning given to such term in Section 5(a).
Minority Holder means any Holder as defined under the Minority Registration Rights Agreements.
Minority Registration Rights Agreements means the registration rights agreements between agilon health, inc. (f/k/a Agilon Health Topco, Inc.) and certain minority stockholders as of the date of the IPO.
Minority Registrable Securities means any Registrable Securities as defined under the Minority Registration Rights Agreements.
Parties means the parties to this Agreement.
Person means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization, government or any department or agency thereof or any other entity.
Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, relating to Registrable Securities, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.
Registrable Securities means (a) any Common Stock held by a Holder and (b) to the extent held, or to be held, by a Holder, any other equity securities or equity interests issued or issuable, directly or indirectly, with respect to the securities described in clause (a) by way of conversion or exchange thereof or stock dividends, stock splits or in connection with a combination of shares, reclassification, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) they are disposed of pursuant to an effective Registration Statement under the Securities Act, (ii) they are sold to the public pursuant to Rule 144 or Rule 145 (or other exemption from registration under the Securities Act), (iii) other than with respect to Common Stock held by the CD&R Investor or its Affiliates who are Holders, they are able to be sold by their Holder in a single day pursuant to, and in accordance with, Rule 144, (iv) they shall have ceased to be outstanding, or (v) they have been sold in a private transaction in which the transferors rights under this Agreement are not assigned to the transferee of the securities.