Endorsement of Certificates. (a) All certificates representing IDX Shares shall, subject to Section 4.1(c), bear the following legend: "THIS CERTIFICATE IS SUBJECT TO THE PROVISIONS OF A STOCK RIGHTS AND RESTRICTIONS AGREEMENT BETWEEN ALLSCRIPTS HOLDING, INC. AND IDX SYSTEMS CORPORATION DATED AS OF __________, 2000. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF ALLSCRIPTS." (b) After such time as the legend set forth in Section 4.1(a) is no longer required hereunder (including without limitation as a result of the termination of this Agreement in accordance with its terms) or if the securities represented by a certificate have been registered under the Securities Act pursuant to an effective registration statement or are to be sold pursuant to Rule 144, or if Allscripts shall have been furnished with an opinion of counsel, which opinion shall be reasonably satisfactory to counsel for Allscripts, that registration under the Securities Act is not required, as the case may be, then, in any such event, upon the request of IDX, Allscripts shall cause such certificate or certificates to be exchanged for a certificate or certificates that do not bear any legend.
Appears in 2 contracts
Samples: Merger Agreement (Idx Systems Corp), Merger Agreement (Allscripts Inc /Il)
Endorsement of Certificates. (a) All certificates representing IDX Shares shall, subject to Section 4.1(c), bear the following legend: "THIS CERTIFICATE IS SUBJECT TO THE PROVISIONS OF A STOCK RIGHTS AND RESTRICTIONS AGREEMENT BETWEEN ALLSCRIPTS HOLDINGHEALTHCARE SOLUTIONS, INC. AND IDX SYSTEMS CORPORATION DATED AS OF __________JANUARY 8, 20002001. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF ALLSCRIPTSALLSCRIPTS HEALTHCARE SOLUTIONS, INC."
(b) After such time as the legend set forth in Section 4.1(a) is no longer required hereunder (including without limitation as a result of the termination of this Agreement in accordance with its terms) or if the securities represented by a certificate have been registered under the Securities Act pursuant to an effective registration statement or are to be sold pursuant to Rule 144, or if Allscripts shall have been furnished with an opinion of counsel, which opinion shall be reasonably satisfactory to counsel for Allscripts, that registration under the Securities Act is not required, as the case may be, then, in any such event, upon the request of IDX, Allscripts shall cause such certificate or certificates to be exchanged for a certificate or certificates that do not bear any legend.
Appears in 2 contracts
Samples: Stock Rights and Restrictions Agreement (Allscripts Healthcare Solutions Inc), Stock Rights and Restrictions Agreement (Idx Systems Corp)