Common use of Charter and Bylaws; Directors and Officers Clause in Contracts

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Fifth Amended and Restated Certificate of Incorporation, as amended, of the Company (the “Company Charter”), as in effect immediately prior to the Effective Time, shall be amended so that Article 4 of the Company Charter reads in its entirety as follows: “The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value.” As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Bylaws of Sub, as in effect immediately prior to the Effective Time, shall become the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or in the Certificate of Incorporation of the Surviving Corporation. (b) The directors and officers of Sub at the Effective Time shall be the directors and officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Fifth Amended and Restated Certificate certificate of Incorporation, as amended, incorporation of the Company (the “Company Charter”)Merger Sub, as in effect immediately prior to the Effective Time, shall be amended so that Article 4 the certificate of the Company Charter reads in its entirety as follows: “The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value.” As so amended, the Company Charter shall be the Certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable lawLaw; provided that (i) paragraph 1 of the certificate of incorporation of the Surviving Corporation shall read as follows: “The name of the corporation (which is hereinafter referred to as the “Corporation”) is Eclipsys Corporation.” and (ii) appropriate amendments shall be made, as necessary, to comply with the provisions of Section 5.10(a). At the Effective Time, the Bylaws bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall become the Bylaws bylaws of the Surviving Corporation Corporation, subject to appropriate revisions thereto, as necessary, to comply with the provisions of Section 5.10(a), until thereafter changed or amended as provided therein or in the Certificate certificate of Incorporation incorporation of the Surviving Corporation. (b) The directors and officers of Merger Sub at the Effective Time shall be become, at the Effective Time, the directors and officers of the Surviving Corporation, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Fifth Amended and Restated Certificate of Incorporation, as amended, of the Company (the “Company Charter”), as in effect immediately prior to the Effective Time, shall be amended so that Article 4 FOURTH of the Company Charter reads in its entirety as follows: “The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value.” As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Bylaws of Sub, as in effect immediately prior to the Effective Time, shall become the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or in the Certificate of Incorporation of the Surviving Corporation. (b) The directors and officers of Sub at the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Fifth Amended and Restated Certificate of Incorporation, as amended, of the Company (the “"Company Charter”"), as in effect immediately prior to the Effective Time, shall be amended so that Article 4 FOURTH of the Company Charter reads in its entirety as follows: “"The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value.” " As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Bylaws of Sub, as in effect immediately prior to the Effective Time, shall become the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or in the Certificate of Incorporation of the Surviving Corporation. (b) The directors and officers of Sub at the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Fifth Amended and Restated Certificate of Incorporation, as amended, Incorporation of the Company (the “"Company Charter”"), as in effect immediately prior to at the Effective Time, shall be amended so that Article 4 of the Company Charter reads in its entirety as follows: “The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value.” As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law; provided, however, that such Certificate of Incorporation shall be amended to become, and as a result at the Effective Time shall without further action be, identical to the Certificate of Incorporation of Sub (the "Sub Charter") as in effect immediately prior to the Effective Time except that Article I thereof shall be amended to change the name of the Surviving Corporation to the name of the Company. At the Effective Time, the Bylaws of Sub, Sub (the "Sub Bylaws") as in effect immediately prior to the Effective Time, Time shall become be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or in the Certificate of Incorporation of the Surviving Corporationaccordance with applicable law. (b) The directors and officers of Sub at the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Sub at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Fifth Amended and Restated Certificate of Incorporation, as amended, of the Company (the “Company "COMPANY Charter”"), as in effect immediately prior to the Effective Time, shall be amended so that Article 4 of the Company Charter reads to read in its entirety as follows: “The total number of shares of all classes of capital stock which the Corporation shall have authority to issue set forth in EXHIBIT B attached hereto and is 1,000 shares of Common Stock, $0.01 par value.” As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Bylaws of SubBylaws, as in effect immediately prior to amended, of the Effective TimeCompany (the "COMPANY BYLAWS"), shall become be amended to read in its entirety as set forth in EXHIBIT C attached hereto and is so amended, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or in by the Certificate of Incorporation of the Surviving CorporationCompany Charter. (b) The directors and officers of Sub at the Effective Time of the Merger shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time of the Merger shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the ------------------------------------------ Effective Time, the Fifth Amended and Restated Certificate of Incorporation, as amended, as further amended to read in its entirety as in a form to be agreed upon by the parties prior to the Closing, of the Company (the “"Company Charter”), as in effect immediately prior to the Effective Time, shall be amended so that Article 4 of the Company Charter reads in its entirety as follows: “The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value.” As so amended, the Company Charter ") shall be the Certificate of --------------- Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Bylaws of Sub, as in effect immediately prior to the Effective Time, shall become be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or in by the Certificate of Incorporation of the Surviving CorporationCompany Charter or applicable law. (b) The directors and officers of Sub at the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Fifth Amended and Third Restated Certificate of Incorporation, as amended, of the Company (the “"Company Charter”"), as in effect immediately prior to the Effective Time, shall be amended so that (i) Article 4 FOURTH of the Company Charter reads in its entirety as follows: “"The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $0.01 par value.” .01 per share". As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Bylaws Amended and Restated laws of Subthe Company (the "Company Bylaws"), as in effect immediately prior to the Effective Time, shall become be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or in by the Certificate of Incorporation of the Surviving CorporationCompany Charter. (b) The directors and officers of Sub at the Effective Time of the Merger shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time of the Merger shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Fifth Amended and Restated Certificate of Incorporation, as amended, Incorporation of the Company (the “Company Charter”)Company, as in effect immediately prior to the Effective Time, shall be amended so that (i) Article 4 of the Company Charter such Certificate of Incorporation reads in its entirety as follows: “"The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 100 shares of Common Stock, par value $0.01 par value.” .01 per share" and (ii) Articles 8 and 9 of such Certificate of Incorporation are deleted. As so amended, such Certificate of Incorporation of the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Restated Bylaws of Subthe Company, as in effect immediately prior to the Effective Time, shall become be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or in by the Certificate of Incorporation of the Surviving CorporationIncorporation. (b) The directors and officers of Sub at the Effective Time of the Merger shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time of the Merger shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.