Common use of Limitation on Certain Transactions Clause in Contracts

Limitation on Certain Transactions. From the date of this Agreement until after the SEC Effective Date of the Registration Statement contemplated by Section 8(a)(1), without the prior written consent of the Buyer (which consent may be withheld in the Buyer’s sole discretion), the Company shall not issue or sell or agree to issue or sell any securities (aside from the Other Notes and the Other Warrants and the shares of Common Stock issuable upon conversion or exercise thereof) in a capital raising transaction, unless such securities will not be, and are not, registered for sale or resale under the 1933 Act until on or after such SEC Effective Date; provided, however, that the limitation of this Section 5(m) shall not apply to (a) shares of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of any such securities, and (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities (collectively, an “Exempt Issuance”). The Company agrees that, except for the amounts of securities to be purchased and the name of the buyer and the Restricted Ownership Percentage, the terms and provisions of the Other Notes and the Other Warrants shall be identical to the Note and the Warrants.

Limitation on Certain Transactions. From (a) Except as otherwise permitted by this Agreement, SLOPI agrees that SLOPI shall not, during the period from the date of this Agreement until after the SEC Effective Date of the Registration Statement contemplated by Section 8(a)(1)its termination, without the prior written consent of the Buyer (which consent may be withheld i) engage, or propose to engage, in the Buyer’s sole discretion)any Business Combination Transaction with TMR, or (ii) make any proposal to TMR, the Company shall not issue Board of Directors of TMR or sell the shareholders of TMR with respect to a tender offer or agree to issue or sell any securities (aside from the Other Notes and the Other Warrants and the shares of Common Stock issuable upon conversion or exercise thereof) in a capital raising transaction, unless such securities will not be, and are not, registered exchange offer for sale or resale under the 1933 Act until on or after such SEC Effective Date; provided, however, that the limitation of this Section 5(m) shall not apply to (a) shares of Common Stock or options to employeesa liquidation of TMR, officers, directors or consultants of the Company pursuant to any stock or option plan duly adopted unless either (A) such transaction shall have been approved by a majority of the non-employee members Continuing Directors or (B) (x) the third anniversary of the date of this Agreement shall have occurred and (y) on the date when such transaction is proposed, either no Preferred Director(s) or SLOPI Designee(s) shall be serving on the Board of Directors of the Company TMR or a majority SLOPI and its Affiliates collectively shall Beneficially Own less than 21% of the members of a committee of non-employee directors established for such purpose, then outstanding Common Stock. (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of Except as otherwise permitted by this Agreement, provided SLOPI agrees that such securities have not been amended since SLOPI shall not, during the period from the date of this Agreement until its termination, (i) request or solicit any Person (A) to increase make a tender or exchange offer for shares of Common Stock or (B) to make a proposal for a Business Combination Transaction, unless either (A) a majority of the number Continuing Directors shall have approved of SLOPI taking such securities action or (B) (x) the third anniversary of the date of this Agreement shall have occurred on the date when such action is first requested or solicited by SLOPI and (y) either no SLOPI Designee(s) or Preferred Director(s) shall be serving on the Board of Directors of TMR or SLOPI and its Affiliates shall collectively Beneficially Own less than 21% of the then outstanding Common Stock. (c) In connection with the Merger, TMR's Board of Directors has taken all action to assure that (i) no state takeover statute or similar statute will apply to the Merger or to decrease any of the exercisetransactions contemplated in the Merger Agreement or the items referenced to in Section 2.3(w), exchange (x), (y) and (z), (ii) Article Eight of TMR's Articles of Incorporation will not apply to the Merger or conversion price any of any such securitiesthe transactions contemplated in the Merger Agreement or in the documents attached thereto, and (ciii) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business Part Thirteen of the Company and in which the Company receives benefits in addition Texas Business Corporation Act ("TBCA") will not apply to the investment Merger or any of fundsthe transactions contemplated in the Merger Agreement or the items referenced to in Section 2.3(w), but (x), (y) and (z). Further, TMR has no "poison pill" or takeover defense mechanism other than Article Eight of TMR's Articles of Incorporation except those that exclude SLOPI and its Affiliates from all effects thereof. TMR shall not include a amend or modify any of the foregoing actions nor shall TMR implement any new, additional, amended or modified poison pill or takeover defense mechanism, unless, in each and every such case, provision shall be made to exclude SLOPI and its Affiliates from all effects thereof. This Section 2.1(c) shall survive the termination of this Agreement. (d) TMR and SLOPI agree that the operative provisions, as presently in effect, of Article Eight of TMR's Articles of Incorporation and Part Thirteen of the TBCA will apply to any business combination transaction in which the Company is issuing securities primarily covered by said Article Eight or Part Thirteen between SLOPI and its Affiliates and TMR for the purpose term of raising capital or to an entity whose primary business is investing in securities (collectivelythis Agreement, an “Exempt Issuance”). The Company agrees that, except for notwithstanding that the amounts of securities to be purchased and the name of the buyer and the Restricted Ownership Percentage, the terms and operative provisions of the Other Notes said Article Eight and the Other Warrants shall Part Thirteen might otherwise be identical to the Note and the Warrantsapplicable for a shorter period of time.

Limitation on Certain Transactions. From (i) Except as otherwise permitted by this Agreement, IDX agrees that IDX shall not, during the period from the date of this Agreement until after the SEC Effective Date of the Registration Statement contemplated by Section 8(a)(1)its termination, without the prior written consent of the Buyer (which consent may be withheld A) engage, or propose to engage, in the Buyer’s sole discretion)any Allscripts Business Combination Transaction with Allscripts, or (B) make any proposal to Allscripts, the Company shall not issue Board of Directors of Allscripts or sell the stockholders of Allscripts with respect to a tender offer or agree to issue exchange offer for Allscripts Voting Shares or sell any securities (aside from the Other Notes and the Other Warrants and the shares a liquidation of Common Stock issuable upon conversion or exercise thereof) in a capital raising transactionAllscripts, unless either (x) such securities will not be, and are not, registered for sale or resale under the 1933 Act until on or after such SEC Effective Date; provided, however, that the limitation of this Section 5(m) transaction shall not apply to (a) shares of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to any stock or option plan duly adopted have been approved by a majority of the non-employee members of Allscripts Continuing Directors or (y) on the date when such transaction is proposed, no IDX Designee shall be serving on the Board of Directors of the Company or a majority Allscripts and IDX and its Affiliates collectively shall Beneficially Own less than 5% of the members of a committee of non-employee directors established for such purpose, then outstanding Allscripts Voting Shares. (bii) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of Except as otherwise permitted by this Agreement, provided Allscripts agrees that such securities have not been amended since Allscripts shall not, during the period from the date of this Agreement until its termination, (A) engage, or propose to increase engage, in any IDX Business Combination Transaction with IDX, or (B) make any proposal to IDX, the number Board of Directors of IDX or the stockholders of IDX with respect to a tender offer or exchange offer for IDX Voting Shares or a liquidation of IDX, unless either (x) such securities transaction shall have been approved by a majority of the IDX Continuing Directors or (y) on the date when such transaction is proposed, Allscripts and its Affiliates collectively shall Beneficially Own less than 5% of the then outstanding IDX Voting Shares. (i) Except as otherwise permitted by this Agreement, IDX agrees that IDX shall not, during the period from the date of this Agreement until its termination, (i) request or solicit any Person (A) to decrease make a tender or exchange offer for Allscripts Voting Shares or (B) to make a proposal for a Allscripts Business Combination Transaction, unless either (x) a majority of the exerciseAllscripts Continuing Directors shall have approved of IDX taking such action or (y) no IDX Designee shall be serving on the Board of Directors of Allscripts and IDX and its Affiliates collectively shall Beneficially Own less than 5% of the then outstanding Allscripts Voting Shares. (ii) Except as otherwise permitted by this Agreement, Allscripts agrees that Allscripts shall not, during the period from the date of this Agreement until its termination, (i) request or solicit any Person (x) to make a tender or exchange offer for IDX Voting Shares or conversion price (y) to make a proposal for an IDX Business Combination Transaction, unless either (1) a majority of any the IDX Continuing Directors shall have approved of Allscripts taking such securities, action or (2) Allscripts and its Affiliates collectively shall Beneficially Own less than 5% of the then outstanding IDX Voting Shares. (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic In connection with the business Merger Agreement, Allscripts's Board of Directors has taken all action to assure that (i) no state takeover statute or similar statute will apply to the Merger Agreement or to any of the Company transactions contemplated in the Merger Agreement or the items referenced in subclauses (A) or (B) of Section 2.3 and in which (ii) Section 203 of the Company receives benefits in addition DGCL will not apply to the investment Merger Agreement or any of fundsthe transactions contemplated in the Merger Agreement or the items referenced in subclauses (A) or (B) of Section 2.3. Further, but Allscripts has no "poison pill" or takeover defense mechanism other than Article Twelfth of Allscripts's Certificate of Incorporation. Allscripts shall not include a transaction amend or modify any of the foregoing actions nor shall Allscripts implement any new, additional, amended or modified poison pill or takeover defense mechanism, unless, in which each and every such case, provision shall be made to exclude IDX and its Affiliates from all effects thereof. (d) Allscripts and IDX agree that the Company is issuing securities primarily operative provisions, as presently in effect, of Section 203 of the DGCL will apply to any Allscripts Business Combination Transaction and any IDX Business Combination Transaction covered by Section 203 between IDX and its Affiliates and Allscripts, or Allscripts and its Affiliates and IDX, for the purpose term of raising capital or to an entity whose primary business is investing in securities (collectivelythis Agreement, an “Exempt Issuance”). The Company agrees that, except for notwithstanding that the amounts of securities to be purchased and the name of the buyer and the Restricted Ownership Percentage, the terms and operative provisions of the Other Notes and the Other Warrants shall such Section 203 might otherwise be identical to the Note and the Warrantsapplicable for a shorter period of time.

Limitation on Certain Transactions. From (i) Except as otherwise permitted by this Agreement, IDX agrees that IDX shall not, during the period from the date of this Agreement until after the SEC Effective Date of the Registration Statement contemplated by Section 8(a)(1)its termination, without the prior written consent of the Buyer (which consent may be withheld A) engage, or propose to engage, in the Buyer’s sole discretion)any Allscripts Business Combination Transaction with Allscripts, or (B) make any proposal to Allscripts, the Company shall not issue Board of Directors of Allscripts or sell the stockholders of Allscripts with respect to a tender offer or agree to issue exchange offer for Allscripts Voting Shares or sell any securities (aside from the Other Notes and the Other Warrants and the shares a liquidation of Common Stock issuable upon conversion or exercise thereof) in a capital raising transactionAllscripts, unless either (x) such securities will not be, and are not, registered for sale or resale under the 1933 Act until on or after such SEC Effective Date; provided, however, that the limitation of this Section 5(m) transaction shall not apply to (a) shares of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to any stock or option plan duly adopted have been approved by a majority of the non-employee members of Allscripts Continuing Directors or (y) on the date when such transaction is proposed, no IDX Designee shall be serving on the Board of Directors of the Company or a majority Allscripts and IDX and its Affiliates collectively shall Beneficially Own less than 5% of the members of a committee of non-employee directors established for such purpose, then outstanding Allscripts Voting Shares. (bii) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of Except as otherwise permitted by this Agreement, provided Allscripts agrees that such securities have not been amended since Allscripts shall not, during the period from the date of this Agreement until its termination, (A) engage, or propose to increase engage, in any IDX Business Combination Transaction with IDX, or (B) make any proposal to IDX, the number Board of Directors of IDX or the stockholders of IDX with respect to a tender offer or exchange offer for IDX Voting Shares or a liquidation of IDX, unless either (x) such securities transaction shall have been approved by a majority of the IDX Continuing Directors or (y) on the date when such transaction is proposed, Allscripts and its Affiliates collectively shall Beneficially Own less than 5% of the then outstanding IDX Voting Shares. (i) Except as otherwise permitted by this Agreement, IDX agrees that IDX shall not, during the period from the date of this Agreement until its termination, (i) request or solicit any Person (A) to decrease make a tender or exchange offer for Allscripts Voting Shares or (B) to make a proposal for an Allscripts Business Combination Transaction, unless either (x) a majority of the exerciseAllscripts Continuing Directors shall have approved of IDX taking such action or (y) no IDX Designee shall be serving on the Board of Directors of Allscripts and IDX and its Affiliates collectively shall Beneficially Own less than 5% of the then outstanding Allscripts Voting Shares. (ii) Except as otherwise permitted by this Agreement, Allscripts agrees that Allscripts shall not, during the period from the date of this Agreement until its termination, (i) request or solicit any Person (x) to make a tender or exchange offer for IDX Voting Shares or conversion price (y) to make a proposal for an IDX Business Combination Transaction, unless either (1) a majority of any the IDX Continuing Directors shall have approved of Allscripts taking such securities, action or (2) Allscripts and its Affiliates collectively shall Beneficially Own less than 5% of the then outstanding IDX Voting Shares. (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic In connection with the business Merger Agreement, Allscripts' Board of Directors has taken all action to assure that (i) no state takeover statute or similar statute will apply to the Merger Agreement or to any of the Company transactions contemplated in the Merger Agreement or the items referenced in subclauses (A) or (B) of Section 2.3(a) and in which (ii) Section 203 of the Company receives benefits in addition DGCL will not apply to the investment Merger Agreement or any of fundsthe transactions contemplated in the Merger Agreement or the items referenced in subclauses (A) or (B) of Section 2.3(a). Further, but Allscripts has no "poison pill" or takeover defense mechanism other than Article Twelfth of Allscripts' Certificate of Incorporation. Allscripts shall not include a transaction amend or modify any of the foregoing actions nor shall Allscripts implement any new, additional, amended or modified poison pill or takeover defense mechanism, unless, in which each and every such case, provision shall be made to exclude IDX and its Affiliates from all effects thereof. (d) Allscripts and IDX agree that the Company is issuing securities primarily operative provisions, as presently in effect, of Section 203 of the DGCL will apply to any Allscripts Business Combination Transaction and any IDX Business Combination Transaction covered by Section 203 between IDX and its Affiliates and Allscripts, or Allscripts and its Affiliates and IDX, for the purpose term of raising capital or to an entity whose primary business is investing in securities (collectivelythis Agreement, an “Exempt Issuance”). The Company agrees that, except for notwithstanding that the amounts of securities to be purchased and the name of the buyer and the Restricted Ownership Percentage, the terms and operative provisions of the Other Notes and the Other Warrants shall such Section 203 might otherwise be identical to the Note and the Warrantsapplicable for a shorter period of time.

Limitation on Certain Transactions. From (a) Except as otherwise permitted by this Agreement, SLOPI agrees that SLOPI shall not, during the period from the date of this Agreement until after the SEC Effective Date of the Registration Statement contemplated by Section 8(a)(1)its termination, without the prior written consent of the Buyer (which consent may be withheld i) engage, or propose to engage, in the Buyer’s sole discretion)any Business Combination Transaction with TMR, or (ii) make any proposal to TMR, the Company shall not issue Board of Directors of TMR or sell the shareholders of TMR with respect to a tender offer or agree to issue or sell any securities (aside from the Other Notes and the Other Warrants and the shares of Common Stock issuable upon conversion or exercise thereof) in a capital raising transaction, unless such securities will not be, and are not, registered exchange offer for sale or resale under the 1933 Act until on or after such SEC Effective Date; provided, however, that the limitation of this Section 5(m) shall not apply to (a) shares of Common Stock or options to employeesa liquidation of TMR, officers, directors or consultants of the Company pursuant to any stock or option plan duly adopted unless either (A) such transaction shall have been approved by a majority of the non-employee members Continuing Directors or (B) (x) the third anniversary of the date of this Agreement shall have occurred and (y) on the date when such transaction is proposed, either no Preferred Director(s) or SLOPI Designee(s) shall be serving on the Board of Directors of the Company TMR or a majority SLOPI and its Affiliates collectively shall Beneficially Own less than 21% of the members of a committee of non-employee directors established for such purpose, then outstanding Common Stock. (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of Except as otherwise permitted by this Agreement, provided SLOPI agrees that such securities have not been amended since SLOPI shall not, during the period from the date of this Agreement until its termination, (i) request or solicit any Person (A) to increase make a tender or exchange offer for shares of Common Stock or (B) to make a proposal for a Business Combination (c) In connection with the number Merger, TMR's Board of such securities Directors has taken all action to assure that (i) no state takeover statute or similar statute will apply to the Merger or to decrease any of the exercisetransactions contemplated in the Merger Agreement or the items referenced to in Section 2.3(w), exchange (x), (y) and (z), (ii) Article Eight of TMR's Articles of Incorporation will not apply to the Merger or conversion price any of any such securitiesthe transactions contemplated in the Merger Agreement or in the documents attached thereto, and (ciii) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business Part Thirteen of the Company and in which the Company receives benefits in addition Texas Business Corporation Act ("TBCA") will not apply to the investment Merger or any of fundsthe transactions contemplated in the Merger Agreement or the items referenced to in Section 2.3(w), but (x), (y) and (z). Further, TMR has no "poison pill" or takeover defense mechanism other than Article Eight of TMR's Articles of Incorporation except those that exclude SLOPI and its Affiliates from all effects thereof. TMR shall not include a amend or modify any of the foregoing actions nor shall TMR implement any new, additional, amended or modified poison pill or takeover defense mechanism, unless, in each and every such case, provision shall be made to exclude SLOPI and its Affiliates from all effects thereof. This Section 2.1(c) shall survive the termination of this Agreement. (d) TMR and SLOPI agree that the operative provisions, as presently in effect, of Article Eight of TMR's Articles of Incorporation and Part Thirteen of the TBCA will apply to any business combination transaction in which the Company is issuing securities primarily covered by said Article Eight or Part Thirteen between SLOPI and its Affiliates and TMR for the purpose term of raising capital or to an entity whose primary business is investing in securities (collectivelythis Agreement, an “Exempt Issuance”). The Company agrees that, except for notwithstanding that the amounts of securities to be purchased and the name of the buyer and the Restricted Ownership Percentage, the terms and operative provisions of the Other Notes said Article Eight and the Other Warrants shall Part Thirteen might otherwise be identical to the Note and the Warrantsapplicable for a shorter period of time.

Limitation on Certain Transactions. From (i) Except as otherwise permitted by this Agreement, IDX agrees that IDX shall not, during the period from the date of this Agreement until after the SEC Effective Date of the Registration Statement contemplated by Section 8(a)(1)its termination, without the prior written consent of the Buyer (which consent may be withheld A) engage, or propose to engage, in the Buyer’s sole discretion)any Allscripts Business Combination Transaction with Allscripts, or (B) make any proposal to Allscripts, the Company shall not issue Board of Directors of Allscripts or sell the stockholders of Allscripts with respect to a tender offer or agree to issue exchange offer for Allscripts Voting Shares or sell any securities (aside from the Other Notes and the Other Warrants and the shares a liquidation of Common Stock issuable upon conversion or exercise thereof) in a capital raising transactionAllscripts, unless either (x) such securities will not be, and are not, registered for sale or resale under the 1933 Act until on or after such SEC Effective Date; provided, however, that the limitation of this Section 5(m) transaction shall not apply to (a) shares of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to any stock or option plan duly adopted have been approved by a majority of the non-employee members of Allscripts Continuing Directors or (y) on the date when such transaction is proposed, no IDX Designee shall be serving on the Board of Directors of the Company or a majority Allscripts and IDX and its Affiliates collectively shall Beneficially Own less than 5% of the members of a committee of non-employee directors established for such purpose, then outstanding Allscripts Voting Shares. (bii) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of Except as otherwise permitted by this Agreement, provided Allscripts agrees that such securities have not been amended since Allscripts shall not, during the period from the date of this Agreement until its termination, (A) engage, or propose to increase engage, in any IDX Business Combination Transaction with IDX, or (B) make any proposal to IDX, the number Board of Directors of IDX or the stockholders of IDX with respect to a tender offer or exchange offer for IDX Voting Shares or a liquidation of IDX, unless either (x) such securities transaction shall have been approved by a majority of the IDX Continuing Directors or (y) on the date when such transaction is proposed, Allscripts and its Affiliates collectively shall Beneficially Own less than 5% of the then outstanding IDX Voting Shares. (i) Except as otherwise permitted by this Agreement, IDX agrees that IDX shall not, during the period from the date of this Agreement until its termination, (i) request or solicit any Person (A) to decrease make a tender or exchange offer for Allscripts Voting Shares or (B) to make a proposal for an Allscripts Business Combination Transaction, unless either (x) a majority of the exerciseAllscripts Continuing Directors shall have approved of IDX taking such action or (y) no IDX Designee shall be serving on the Board of Directors of Allscripts and IDX and its Affiliates collectively shall Beneficially Own less than 5% of the then outstanding Allscripts Voting Shares. (ii) Except as otherwise permitted by this Agreement, Allscripts agrees that Allscripts shall not, during the period from the date of this Agreement until its termination, (i) request or solicit any Person (x) to make a tender or exchange offer for IDX Voting Shares or conversion price (y) to make a proposal for an IDX Business Combination Transaction, unless either (1) a majority of any the IDX Continuing Directors shall have approved of Allscripts taking such securities, action or (2) Allscripts and its Affiliates collectively shall Beneficially Own less than 5% of the then outstanding IDX Voting Shares. (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic In connection with the business Merger Agreement, Allscripts' Board of Directors has taken all action to assure that (i) no state takeover statute or similar statute will apply to the Merger Agreement or to any of the Company transactions contemplated in the Merger Agreement or the items referenced in subclauses (A) or (B) of Section 2.3 and in which (ii) Section 203 of the Company receives benefits in addition DGCL will not apply to the investment Merger Agreement or any of fundsthe transactions contemplated in the Merger Agreement or the items referenced in subclauses (A) or (B) of Section 2.3. Further, but Allscripts has no "poison pill" or takeover defense mechanism other than Article Twelfth of Allscripts' Certificate of Incorporation. Allscripts shall not include a transaction amend or modify any of the foregoing actions nor shall Allscripts implement any new, additional, amended or modified poison pill or takeover defense mechanism, unless, in which each and every such case, provision shall be made to exclude IDX and its Affiliates from all effects thereof. (d) Allscripts and IDX agree that the Company is issuing securities primarily operative provisions, as presently in effect, of Section 203 of the DGCL will apply to any Allscripts Business Combination Transaction and any IDX Business Combination Transaction covered by Section 203 between IDX and its Affiliates and Allscripts, or Allscripts and its Affiliates and IDX, for the purpose term of raising capital or to an entity whose primary business is investing in securities (collectivelythis Agreement, an “Exempt Issuance”). The Company agrees that, except for notwithstanding that the amounts of securities to be purchased and the name of the buyer and the Restricted Ownership Percentage, the terms and operative provisions of the Other Notes and the Other Warrants shall such Section 203 might otherwise be identical to the Note and the Warrantsapplicable for a shorter period of time.