Common use of Proxy Statement/Prospectus; Registration Statement Clause in Contracts

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practical after the execution of this Agreement, Hyperion and Arbor shall prepare and file with the SEC the Joint Proxy Statement, and Arbor shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus, provided that Arbor may delay the filing of the Registration Statement until approval of the Joint Proxy Statement by the SEC. Hyperion and Arbor shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practical; provided, however, that Arbor shall have no obligation to agree to account for the Merger as a "purchase" in order to cause the Registration Statement to become effective. The Joint Proxy Statement, and any amendment or supplement thereto, shall include the recommendation of the Board of Directors of Arbor in favor of the issuance of shares of Arbor Common Stock pursuant to the Merger and the recommendation of the Board of Directors of Hyperion in favor of this Agreement and the Merger; provided that the Board of Directors of either party may withdraw such recommendation if such Board of Directors believes in its good faith reasonable judgment, based upon and consistent with advice received in consultation with outside legal counsel, that the withdrawal of such recommendation is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. (b) Hyperion and Arbor shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practical after the execution of this Agreement, Hyperion the Company and Arbor Parent shall prepare and file with the SEC the Joint Proxy Statement, and Arbor Parent shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus, provided that Arbor Parent may delay the filing of the Registration Statement until approval of the Joint Proxy Statement by the SEC. Hyperion The Company and Arbor Parent shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practical; provided, however, that Arbor Parent shall have no obligation to agree to account for the Merger as a "purchase" in order to cause the Registration Statement to become effective. The Joint Proxy Statement, and any amendment or supplement thereto, shall include the recommendation of the Board of Directors of Arbor in favor of the issuance of shares of Arbor Common Stock pursuant to the Merger Parent and the recommendation of the Board of Directors of Hyperion the Company in favor of this Agreement and the Merger; provided that the Board of Directors of either party may withdraw such recommendation if such Board of Directors believes in its good faith reasonable judgment, based upon and consistent with advice received in consultation with outside legal counsel, that the withdrawal of such recommendation is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. (b) Hyperion The Company and Arbor Parent shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practical after the execution of this Agreement, Hyperion Buyer and Arbor Seller shall prepare and file with the SEC the Joint Proxy Statement, and Arbor Buyer shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus, provided that Arbor Buyer may delay the filing of the Registration Statement until approval of the Joint joint Proxy Statement by the SEC. Hyperion Buyer and Arbor Seller shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practical; provided, however, that Arbor shall have no obligation to agree to account for the Merger as a "purchase" in order to cause the Registration Statement to become effective. The Joint Proxy Statement, and any amendment or supplement thereto, shall include the recommendation of the Board of Directors of Arbor Seller in favor of the issuance of shares of Arbor Common Stock pursuant to this Agreement and the Merger and the recommendation of the Board of Directors of Hyperion Buyer in favor of this Agreement and the issuance of shares of Buyer Common Stock pursuant to the Merger; provided that the Board of Directors of either party may withdraw such recommendation and refrain from soliciting proxies if such Board of Directors believes in its good faith reasonable judgment, based upon and consistent with advice received in after consultation with outside legal counsel, counsel that the withdrawal of such recommendation is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. (b) Hyperion Buyer and Arbor Seller shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practical after the execution of this Agreement, Hyperion Eclipsys and Arbor TSI shall prepare and file with the SEC the Joint Proxy Statement, and Arbor Eclipsys shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus, provided that Arbor Eclipsys may delay the filing of the Registration Statement until approval of the Joint Proxy Statement by the SEC. Hyperion Eclipsys and Arbor TSI shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practical; provided, however, that Arbor shall have no obligation to agree to account for the Merger as a "purchase" in order to cause the Registration Statement to become effective. The Joint Proxy Statement, and any amendment or supplement thereto, shall include the recommendation of the Board of Directors of Arbor TSI in favor of the issuance of shares of Arbor Common Stock pursuant to this Agreement and the Merger and the recommendation of the Board of Directors of Hyperion Eclipsys in favor of this Agreement and the issuance of shares of Eclipsys Voting Common Stock pursuant to the Merger; provided that the Board of Directors of either party may withdraw such recommendation and refrain from soliciting proxies if such Board of Directors believes in its good faith reasonable judgment, based upon and consistent with advice received in after consultation with outside legal counsel, counsel that the withdrawal of such recommendation is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. (b) Hyperion Eclipsys and Arbor TSI shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practical after the execution of this Agreement, Hyperion Eclipsys and Arbor TSI shall prepare and file with the SEC the Joint Proxy Statement, and Arbor Eclipsys shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus, provided that Arbor Eclipsys may delay the filing of the Registration Statement until approval of the Joint Proxy Statement by the SEC. Hyperion Eclipsys and Arbor TSI shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practical; provided, however, that Arbor shall have no obligation to agree to account for the Merger as a "purchase" in order to cause the Registration Statement to become effective. The Joint Proxy Statement, and any amendment or supplement thereto, shall include the recommendation of the Board of Directors of Arbor TSI in favor of the issuance of shares of Arbor Common Stock pursuant to this Agreement and the Merger and the recommendation of the Board of Directors of Hyperion Eclipsys in favor of this Agreement and the A-24 32 issuance of shares of Eclipsys Voting Common Stock pursuant to the Merger; provided that the Board of Directors of either party may withdraw such recommendation and refrain from soliciting proxies if such Board of Directors believes in its good faith reasonable judgment, based upon and consistent with advice received in after consultation with outside legal counsel, counsel that the withdrawal of such recommendation is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. (b) Hyperion Eclipsys and Arbor TSI shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.