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Alignment Healthcare, Inc. – ‘10-K’ for 12/31/21 – ‘EX-4.2’

On:  Thursday, 3/3/22, at 4:22pm ET   ·   For:  12/31/21   ·   Accession #:  950170-22-2810   ·   File #:  1-40295

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/03/22  Alignment Healthcare, Inc.        10-K       12/31/21   93:17M                                    Donnelley … Solutions/FA

Annual Report   —   Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.62M 
 2: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     54K 
 3: EX-10.12    Material Contract                                   HTML    146K 
 4: EX-10.13    Material Contract                                   HTML    136K 
 5: EX-21.1     Subsidiaries List                                   HTML     31K 
 6: EX-23.1     Consent of Expert or Counsel                        HTML     25K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     32K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     32K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     29K 
10: EX-32.2     Certification -- §906 - SOA'02                      HTML     29K 
16: R1          Document and Entity Information                     HTML     99K 
17: R2          Consolidated Balance Sheets                         HTML    133K 
18: R3          Consolidated Balance Sheets (Parenthetical)         HTML     47K 
19: R4          Consolidated Statements of Operations               HTML     91K 
20: R5          Consolidated Statements of Stockholders' Equity     HTML     93K 
21: R6          Consolidated Statements of Stockholders' Equity     HTML     29K 
                (Parenthetical)                                                  
22: R7          Consolidated Statements of Cash Flows               HTML    131K 
23: R8          Organization                                        HTML     42K 
24: R9          Summary of Significant Accounting Policies          HTML    206K 
25: R10         Fair Value                                          HTML     96K 
26: R11         Accounts Receivable                                 HTML     57K 
27: R12         Property and Equipment                              HTML     64K 
28: R13         Goodwill and Intangible Assets                      HTML    119K 
29: R14         Medical Expenses Payable                            HTML    170K 
30: R15         Long-Term Debt                                      HTML     64K 
31: R16         Income Taxes                                        HTML    204K 
32: R17         Equity-Based Compensation                           HTML    323K 
33: R18         Regulatory Requirements and Restricted Funds        HTML     40K 
34: R19         Leases                                              HTML    126K 
35: R20         Employee Benefit Plans                              HTML     32K 
36: R21         Commitments and Contingencies                       HTML     39K 
37: R22         Summary of Significant Accounting Policies          HTML    260K 
                (Policies)                                                       
38: R23         Summary of Significant Accounting Policies          HTML    129K 
                (Tables)                                                         
39: R24         Fair Value (Tables)                                 HTML     90K 
40: R25         Accounts Receivable (Tables)                        HTML     53K 
41: R26         Property and Equipment (Tables)                     HTML     60K 
42: R27         Goodwill and Intangible Assets (Tables)             HTML    118K 
43: R28         Medical Expenses Payable (Tables)                   HTML    167K 
44: R29         Long-Term Debt (Tables)                             HTML     50K 
45: R30         Income Taxes (Tables)                               HTML    193K 
46: R31         Equity-Based Compensation (Tables)                  HTML    316K 
47: R32         Leases (Tables)                                     HTML    115K 
48: R33         Organization - Additional Information (Details)     HTML     51K 
49: R34         Summary of Significant Accounting Policies -        HTML     79K 
                Additional Information (Details)                                 
50: R35         Summary of Significant Accounting Policies -        HTML     36K 
                Schedule of Earned Revenue (Details)                             
51: R36         Summary of Significant Accounting Policies -        HTML     42K 
                Schedule of Property and Equipment Estimated                     
                Useful Lives (Details)                                           
52: R37         Summary of Significant Accounting Policies -        HTML     52K 
                Schedule of Computation of Basic and Diluted Net                 
                Loss Per Share (Details)                                         
53: R38         Summary of Significant Accounting Policies -        HTML     31K 
                Schedule of Computation of Dilured Net Loss Per                  
                Share (Details)                                                  
54: R39         Fair Value - Schedule of Carrying Value and Fair    HTML     47K 
                Value of Financial Instruments (Details)                         
55: R40         Fair Value - Additional Information (Details)       HTML     34K 
56: R41         Accounts Receivable - Schedule of Accounts          HTML     39K 
                Receivable (Details)                                             
57: R42         Accounts Receivable - Additional Information        HTML     28K 
                (Details)                                                        
58: R43         Property and Equipment - Schedule of Property and   HTML     47K 
                Equipment (Details)                                              
59: R44         Property and Equipment - Additional Information     HTML     31K 
                (Details)                                                        
60: R45         Goodwill and Intangible Assets - Schedule of        HTML     57K 
                Intangible Assets (Details)                                      
61: R46         Goodwill and Intangible Assets - Additional         HTML     34K 
                Information (Details)                                            
62: R47         Goodwill and Intangible Assets - Schedule of        HTML     42K 
                Estimated Amortization Expense Related to                        
                Intangible Assets (Details)                                      
63: R48         Medical Expenses Payable - Schedule of Medical      HTML     33K 
                Expenses Payable (Details)                                       
64: R49         Medical Expenses Payable - Components of Change in  HTML     51K 
                Medical Expenses Payable (Details)                               
65: R50         Medical Expenses Payable - Additional Information   HTML     30K 
                (Details)                                                        
66: R51         Medical Expenses Payable - Information About        HTML     43K 
                Incurred and Paid Claims Development (Details)                   
67: R52         Long-Term Debt - Schedule of Long-Term Debt         HTML     42K 
                Outstanding, Net of Unamortized Debt Issuance                    
                Costs (Details)                                                  
68: R53         Long-Term Debt - Additional Information (Details)   HTML     72K 
69: R54         Income Taxes - Additional Information (Details)     HTML     70K 
70: R55         Income Taxes - Schedule of Effective Income Tax     HTML     76K 
                Rate Reconciliation (Detail)                                     
71: R56         Income Taxes - Schedule of Components of Income     HTML     53K 
                Tax Expense (Detail)                                             
72: R57         Equity-Based Compensation - Additional Information  HTML    113K 
                (Details)                                                        
73: R58         Equity-Based Compensation - Summary of Stock        HTML     69K 
                Option Activity Transactions (Details)                           
74: R59         Equity-Based Compensation - Schedule of             HTML     45K 
                Weighted-Average Assumptions Used to Determine the               
                Fair Value of Stock Options Granted (Details)                    
75: R60         Equity-Based Compensation - Schedule of             HTML     37K 
                Weighted-Average Assumptions Used to Determine the               
                Fair Value of Stock Options Granted                              
                (Parenthetical) (Details)                                        
76: R61         Equity-Based Compensation - Summary of RSAs         HTML     52K 
                Transactions (Details)                                           
77: R62         Equity-Based Compensation - Summary of RSUs         HTML     48K 
                Transactions (Details)                                           
78: R63         Equity-Based Compensation - Summary of Stock        HTML     41K 
                Appreciation Rights Transactions Converted to RSAs               
                and Common Stock (Details)                                       
79: R64         Equity-Based Compensation - Equity Based Awards     HTML     59K 
                Converted to RSA and Common Stock (Details)                      
80: R65         Equity-Based Compensation - Summary Of Unvested     HTML     58K 
                Equity Based Awards Converted To RSA And Common                  
                Stock (Details)                                                  
81: R66         Equity-Based Compensation - Schedule of             HTML     34K 
                Equity-based Compensation Expense on Statement of                
                Operations (Details)                                             
82: R67         Regulatory Requirements and Restricted Funds -      HTML     47K 
                Additional Information (Details)                                 
83: R68         Leases - Additional Information (Details)           HTML     66K 
84: R69         Leases - Summary of Lease Assets and Liabilities    HTML     54K 
                (Details)                                                        
85: R70         Leases - Summary of Maturities of Lease             HTML     45K 
                Liabilities under Operating Leases (Details)                     
86: R71         Leases - Summary of Maturities of Lease             HTML     48K 
                Liabilities under Finance Leases (Details)                       
87: R72         Employee Benefit Plans - Additional Information     HTML     36K 
                (Details)                                                        
88: R73         Commitments and Contingencies - Additonal           HTML     40K 
                Information (Details)                                            
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‘EX-4.2’   —   Instrument Defining the Rights of Security Holders


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-4.2  

Exhibit 4.2

DESCRIPTION OF CAPITAL STOCK

General

Our authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of undesignated preferred stock, par value $0.001 per share. As of the February 28, 2022, we had 187,067,046 shares of our common stock outstanding. The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our certificate of incorporation and bylaws, which are filed as exhibits to this Annual Report on Form 10-K, and to the applicable provisions of the DGCL.

Common Stock

Dividend Rights. Subject to preferences that may apply to shares of preferred stock outstanding at the time, holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available at the times and in the amounts as our Board may determine from time to time.

Voting Rights. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of shareholders. Holders of shares of our common stock have no cumulative voting rights.

Preemptive Rights. Our common stock is not entitled to preemptive or other similar subscription rights to purchase any of our securities.

Conversion or Redemption Rights. Our common stock is neither convertible nor redeemable.

Liquidation Rights. Upon our liquidation, the holders of our common stock will be entitled to receive pro rata our assets that are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of preferred stock then outstanding.

Preferred Stock

Our Board may, without further action by our shareholders, from time to time, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the designations, powers, preferences, privileges, and relative participating, optional or special rights as well as the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights of the common stock. Satisfaction of any dividend preferences of outstanding shares of preferred stock would reduce the amount of funds available for the payment of dividends on shares of our common stock. Holders of shares of preferred stock may be entitled to receive a preference payment in the event of our liquidation before any payment is made to the holders of shares of our common stock. Under certain circumstances, the issuance of shares of preferred stock may render more difficult or tend to discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of our securities or the removal of incumbent management. Upon the affirmative vote of a majority of the total number of directors then in office, our Board, without shareholder approval, may issue shares of preferred stock with voting and conversion rights which could adversely affect the holders of shares of our common stock and the market value of our common stock.

Anti-Takeover Effects of Our Certificate of Incorporation and Our Bylaws

Our certificate of incorporation, bylaws and the DGCL contain provisions, which are summarized in the following paragraphs, that are intended to enhance the likelihood of continuity and stability in the composition of our Board. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our Board to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of the Company by means of a tender offer, a proxy contest or other takeover attempt that a shareholder might consider in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of common stock held by shareholders.


These provisions include:

Classified Board. Our certificate of incorporation provides that our Board will be divided into three classes of directors, with the classes as nearly equal in number as possible, and with the directors serving three-year terms. As a result, approximately one-third of our Board will be elected each year. The classification of directors has the effect of making it more difficult for shareholders to change the composition of our Board. Our certificate of incorporation also provides that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of directors will be fixed exclusively pursuant to a resolution adopted by our Board.

Shareholder Action by Written Consent. Our certificate of incorporation precludes shareholder action by written consent at any time when the Lead Sponsors beneficially own, in the aggregate, less than 40% in voting power of our outstanding common stock.

Special Meetings of Shareholders. Our certificate of incorporation and bylaws provide that, except as required by law, special meetings of our shareholders may be called at any time only by or at the direction of our Board or the chairman of our Board provided, however, at any time when the Lead Sponsors beneficially own, in the aggregate, at least 40% of our outstanding common stock, special meetings of our shareholders shall also be called by our Board or the chairman of our Board at the request of either of the Lead Sponsors. Our bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of the Company.

Advance Notice Procedures. Our bylaws establish advance-notice procedures with respect to shareholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our Board or a committee of our Board, and provided, however, that at any time when the Lead Sponsors beneficially own, in the aggregate, at least 40% in voting power of our outstanding common stock, such advance notice procedure will not apply to such Lead Sponsor. Shareholders at an annual meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board or by a shareholder who was a shareholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our Secretary timely written notice, in proper form, of the shareholder’s intention to bring that business before the meeting. Although the bylaws do not give our Board the power to approve or disapprove shareholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the Company. These provisions do not apply to nominations by the Lead Sponsors pursuant to the Stockholders Agreement.

Removal of Directors; Vacancies. Our certificate of incorporation provides all directors may only be removed for cause, and only by the affirmative vote of holders of at least 66 2/3% in voting power of all the then- outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class. In addition, our certificate of incorporation also provides that, subject to the rights granted to one or more series of preferred stock then outstanding, any newly created directorship on our Board that results from an increase in the number of directors and any vacancy occurring on our Board may only be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director (and not by the shareholders).

Supermajority Approval Requirements

Our certificate of incorporation and bylaws provide that our Board is expressly authorized to make, alter, amend, change, add to, rescind or repeal, in whole or in part, our bylaws without a shareholder vote in any matter not inconsistent with the laws of the State of Delaware and our certificate of incorporation. Any amendment, alteration, rescission or repeal of our bylaws by our shareholders requires the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class.


The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon, voting together as a single class, is required to amend a corporation’s certificate of incorporation, unless the certificate of incorporation requires a greater percentage.

Our certificate of incorporation provides that the following provisions in our certificate of incorporation may be amended, altered, repealed or rescinded only by the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class:

the provision requiring a 66 2/3% supermajority vote for shareholders to amend our bylaws;
the provisions providing for a classified board of directors (the election and term of our directors);
the provisions regarding resignation and removal of directors;
the provisions regarding entering into business combinations with interested shareholders;
the provisions regarding shareholder action by written consent;
the provisions regarding calling special meetings of shareholders;
the provisions regarding filling vacancies on our Board and newly created directorships;
the provision establishing the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation;
the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and
the amendment provision requiring that the above provisions be amended only with a 66 2/3% supermajority vote.

The combination of the classification of our Board, the lack of cumulative voting and the supermajority voting requirements make it more difficult for our existing shareholders to replace our Board as well as for another party to obtain control of us by replacing our Board. Because our Board has the power to retain and discharge our officers, these provisions could also make it more difficult for existing shareholders or another party to effect a change in management.

Authorized but Unissued Shares

Our authorized but unissued shares of common stock and preferred stock are available for future issuance without shareholder approval, subject to stock exchange rules. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. One of the effects of the existence of authorized but unissued common stock or preferred stock may be to enable our Board to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive our shareholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Business Combinations

We are not be subject to the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested shareholder” for a three-year period following the time that the person becomes an interested shareholder, unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested shareholder. An “interested shareholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested shareholder status, 15% or more of the corporation’s voting stock.


Under Section 203, a business combination between a corporation and an interested shareholder is prohibited unless it satisfies one of the following conditions: (1) before the shareholder became an interested shareholder, the board of directors approved either the business combination or the transaction which resulted in the shareholder becoming an interested shareholder; (2) upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or (3) at or after the time the shareholder became an interested shareholder, the business combination was approved by the board of directors and authorized at an annual or special meeting of the shareholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested shareholder.

A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from a shareholders’ amendment approved by at least a majority of the outstanding voting shares.

We have opted out of Section 203; however, our certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested shareholder” for a three-year period following the time that the shareholder became an interested shareholder, unless:

prior to such time, our Board approved either the business combination or the transaction which resulted in the shareholder becoming an interested shareholder;
upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or
at or subsequent to that time, the business combination is approved by our Board and by the affirmative vote of holders of at least 66 2/3% of our outstanding voting stock that is not owned by the interested shareholder.

Under certain circumstances, this provision makes it more difficult for a person who would be an “interested shareholder” to effect various business combinations with the Company for a three-year period. This provision may encourage companies interested in acquiring the Company to negotiate in advance with our Board because the shareholder approval requirement would be avoided if our Board approves either the business combination or the transaction which results in the shareholder becoming an interested shareholder. These provisions also may have the effect of preventing changes in our Board and may make it more difficult to accomplish transactions which shareholders may otherwise deem to be in their best interests.

Our certificate of incorporation provides that the Lead Sponsors, and any of their direct or indirect transferees and any group as to which such persons are a party, do not constitute “interested shareholders” for purposes of this provision.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our shareholders have appraisal rights in connection with a merger or consolidation of us. Pursuant to the DGCL, shareholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Shareholders’ Derivative Actions

Under the DGCL, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of our shares at the time of the transaction to which the action relates or such shareholder’s stock thereafter devolved by operation of law.


Exclusive Forum

Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our shareholders, (3) any action asserting a claim against the Company or any director or officer of the Company arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or (4) any other action asserting a claim against the Company or any director or officer of the Company that is governed by the internal affairs doctrine; provided that for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action”, will not apply to suits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which there is exclusive federal or concurrent federal and state jurisdiction. Additionally, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers or stockholders, which may discourage lawsuits with respect to such claims. Our stockholders are not deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions. Further, in the event a court finds any such exclusive forum provision contained in our certificate of incorporation to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and to have consented to the provisions of our certificate of incorporation described above. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers.

Conflicts of Interest

Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or shareholders. Our certificate of incorporation, to the maximum extent permitted from time to time by Delaware law, renounces any interest or expectancy that we have in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to certain of our officers, directors or shareholders or their respective affiliates, other than those officers, directors, shareholders or affiliates who are our or our subsidiaries’ employees. Our certificate of incorporation provides that, to the fullest extent permitted by law, none of Lead Sponsors or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates will have any duty to refrain from (1) engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (2) otherwise competing with us or our affiliates. In addition, to the fullest extent permitted by law, in the event that Lead Sponsors or any non-employee director acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself or himself or its or his affiliates or for us or our affiliates, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and they may take any such opportunity for themselves or offer it to another person or entity. Our certificate of incorporation does not renounce our interest in any business opportunity that is expressly offered to a non-employee director solely in his or her capacity as a director or officer of the Company. To the fullest extent permitted by law, no business opportunity will be deemed to be a potential corporate opportunity for us unless we would be permitted to undertake the opportunity under our certificate of incorporation, we have sufficient financial resources to undertake the opportunity, and the opportunity would be in line with our business.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their shareholders for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions.


Our certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions is to eliminate the rights of us and our shareholders, through shareholders’ derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, exculpation will not apply to any director if the director has acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from his or her actions as a director.

Our bylaws provide that we must indemnify and advance expenses to our directors and officers to the fullest extent authorized by the DGCL. We also are expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and officers.

The limitation of liability, indemnification and advancement provisions that are included in our certificate of incorporation and bylaws may discourage shareholders from bringing a lawsuit against directors for breaches of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent’s address is 6201 15th Avenue, Brooklyn, New York, 11219 and its phone number is (718) 921-8200.

Listing

Our common stock is listed on Nasdaq under the symbol “ALHC”.



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/3/228-K
2/28/22
For Period end:12/31/21
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/24  Alignment Healthcare, Inc.        10-K       12/31/23   99:15M                                    Donnelley … Solutions/FA
 2/28/23  Alignment Healthcare, Inc.        10-K       12/31/22   97:18M                                    Donnelley … Solutions/FA
 9/19/22  Alignment Healthcare, Inc.        424B7                  2:498K                                   Donnelley … Solutions/FA
 9/15/22  Alignment Healthcare, Inc.        424B7                  1:465K                                   Donnelley … Solutions/FA
 9/15/22  Alignment Healthcare, Inc.        S-3ASR      9/15/22    5:1M                                     Donnelley … Solutions/FA


4 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/17/21  Alignment Healthcare, Inc.        10-Q        3/31/21   80:8.4M                                   Donnelley … Solutions/FA
 3/30/21  Alignment Healthcare, Inc.        8-K:1,3,5,8 3/25/21    8:869K                                   Donnelley … Solutions/FA
 3/23/21  Alignment Healthcare, Inc.        S-1/A                 14:7.3M                                   Donnelley … Solutions/FA
 3/03/21  Alignment Healthcare, Inc.        S-1                   10:7.1M                                   Donnelley … Solutions/FA
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