Common use of Repurchase Procedure Clause in Contracts

Repurchase Procedure. (a) By no later than 6:00 P.M. Eastern Time on the Business Day immediately preceding each Misys Repurchase Date, Allscripts shall provide to Misys a completed calculation chart in the form of Exhibit A hereto (the “Repurchase Calculation Chart”) indicating the date, amount and pricing of all purchases of shares of Allscripts Common Stock from Other Holders in the relevant Repurchase Period and the calculations performed to determine the Misys Repurchased Shares Price and the number of Misys Repurchased Shares. Each Repurchase Calculation Chart shall be delivered to Misys pursuant to the notice provisions in Section 5.2 with separate copies to be sent by electronic mail to the following individuals at the corresponding electronic mail addresses below as well as such other individuals at such electronic mail addresses as Misys may request: (i) Xxxxx Xxxxx, acting Chief Financial Officer (xxxxx.xxxxx@xxxxx.xxx); and (ii) Glyn Fullelove, Vice-President for Tax and Treasury (xxxx.xxxxxxxxx@xxxxx.xxx). (b) By 9:30 A.M. Eastern Time on the Misys Repurchase Date, Misys shall deliver to Allscripts (i) wire transfer instructions for the Misys Repurchased Share Price and (ii) the stock certificates, duly endorsed or accompanied by a duly endorsed stock power, representing such Misys Repurchased Shares, if such shares are in physical form or, if in book entry, appropriate transfer instructions to the transfer agent. Promptly after receipt of such wire transfer instructions and stock certificates, Allscripts shall transfer the Misys Repurchased Shares Price in immediately available funds to the account designated by Misys. It is the intent of the parties that all actions contemplated by this Section 2.2(b) are to be completed by the end of the Misys Repurchase Date. (c) The Misys Repurchased Shares Price to be determined on any Misys Repurchase Date shall be an amount equal to (i) the number of Misys Repurchased Shares on such date multiplied by (ii) the volume average weighted purchase price paid by Allscripts for all Other Repurchased Shares purchased by Allscripts during the Repurchase Period immediately prior to the Misys Repurchase Date without deduction for any commissions, fees or other costs and expenses related to such purchases. (d) Allscripts shall direct its transfer agent to either (a) issue new stock certificates to Misys UK Holdings and Misys US Holdings representing the number of shares of Allscripts common stock owned by Misys UK Holdings and Misys US Holdings after such Misys Repurchase Date, such certificates to contain the same restrictive legends as in effect on the date hereof, or (b) if Misys UK Holdings or Misys US Holdings hold their shares in book entry form, to update the share register to reflect the number of shares of Allscripts common stock owned by Misys UK Holdings or Misys US Holdings after such Misys Repurchase Date.

Repurchase Procedure. (ai) By no later than 6:00 P.M. Eastern Time on The Company or any of its Subsidiaries shall be entitled to repurchase all or any portion of the Business Day immediately preceding each Misys Units or shares of Stock subject to repurchase pursuant to this Section 4 (the “Available Equity”) by delivery of a written notice (the “Company Repurchase DateNotice”) to the Executive within 120 days after the Executive’s separation date, Allscripts shall provide to Misys a completed calculation chart in or, if later, within 60 days after the form of Exhibit A hereto calendar quarter containing the Executive’s separation date (the “Repurchase Calculation ChartNotice Period”) indicating setting forth the date, amount and pricing of all purchases of shares of Allscripts Common Stock from Other Holders in the relevant Repurchase Period and the calculations performed Available Equity it intends to determine the Misys Repurchased Shares Price and the number of Misys Repurchased Sharespurchase. Each Repurchase Calculation Chart shall be delivered to Misys pursuant Notwithstanding anything to the notice provisions contrary in Section 5.2 this Agreement, the Company or any of its Subsidiaries may acquire such Available Equity with separate copies to be sent by electronic mail stock of Windy Holdings with a Fair Market Value equal to the following individuals at the corresponding electronic mail addresses below as well as repurchase price determined under Section 4(b) and if Windy Holdings then immediately redeems such other individuals at such electronic mail addresses as Misys may request: (i) Xxxxx Xxxxx, acting Chief Financial Officer (xxxxx.xxxxx@xxxxx.xxx); andstock for cash. (ii) Glyn FulleloveIf for any reason the Company and its Subsidiaries do not elect to purchase all of the Available Equity, Vice-President for Tax then the Investor Members shall be entitled to repurchase all or any portion of the Available Equity that was not repurchased by the Company and Treasury its Subsidiaries pursuant to Section 4(c)(i) above (xxxx.xxxxxxxxx@xxxxx.xxxthe “Remaining Equity”). (b) By 9:30 A.M. Eastern Time on . As soon as practicable after the Misys Company and its Subsidiaries have determined that they will not purchase all of the Remaining Equity, but in any event within 150 days after the beginning of the Repurchase DateNotice Period corresponding to such Remaining Equity, Misys shall deliver to Allscripts (i) wire transfer instructions for the Misys Repurchased Share Price and (ii) the stock certificates, duly endorsed or accompanied by a duly endorsed stock power, representing such Misys Repurchased Shares, if such shares are in physical form or, if in book entrylater, appropriate transfer instructions to the transfer agent. Promptly within 90 days after receipt of such wire transfer instructions and stock certificates, Allscripts shall transfer the Misys Repurchased Shares Price in immediately available funds to the account designated by Misys. It is the intent of the parties that all actions contemplated by this Section 2.2(b) are to be completed by the end of the Misys Repurchase Date. calendar quarter containing the Executive’s separation date, the Company shall provide to each Investor Member setting forth the amount of Remaining Equity (c) the “Available Equity Notice”). The Misys Repurchased Shares Price Investor Members may elect to be determined on purchase all or any Misys Repurchase Date portion of the Remaining Equity by giving written notice to the Company within 30 days after the Available Equity Notice has been delivered to the Investor Members by the Company. If the Investor Members elect to purchase an aggregate amount of Remaining Equity in excess of the amount of Remaining Equity specified in the Available Equity Notice, then the Remaining Equity shall be an amount equal allocated among the Investor Members on a pro rata basis according to (i) the number of Misys Repurchased Shares on such date multiplied by (ii) the volume average weighted purchase price paid by Allscripts for all Other Repurchased Shares purchased by Allscripts during the Repurchase Period immediately prior to the Misys Repurchase Date without deduction for any commissions, fees or other costs and expenses related to such purchases. (d) Allscripts shall direct its transfer agent to either (a) issue new stock certificates to Misys UK Holdings and Misys US Holdings representing the number of shares of Allscripts common stock Class A Units owned by Misys UK Holdings and Misys US Holdings after such Misys Repurchase Date, such certificates to contain the same restrictive legends as in effect each Investor Member on the date hereofof the Available Units Notice. Any Investor Member may condition its election to purchase such Remaining Equity on the election of one or more other Investor Members to purchase Remaining Equity. As soon as practicable, or and in any event within 10 days after the expiration of the 30 day period beginning on the date the Available Equity Notice is delivered to the Investor Members pursuant to this Section 4(c)(ii), the Investor Members shall deliver a further Repurchase Notice (bthe “Investor Member Repurchase Notice”) if Misys UK Holdings or Misys US Holdings hold their shares in book entry formto the holders of such Remaining Equity and the Company setting forth the amount of Remaining Equity to be acquired and the time and place for the closing of the transaction. At the time the Investor Members deliver the Investor Member Repurchase Notice to the holders of such Remaining Equity, the Company shall also deliver written notice to update each Investor Member setting forth the share register amount of Remaining Equity such Investor Member is entitled to reflect purchase and the number time and place of shares the closing of Allscripts common stock owned by Misys UK Holdings or Misys US Holdings after such Misys Repurchase Datethe transaction.

Repurchase Procedure. (ai) By no later than 6:00 P.M. Eastern Time on In connection with any exercise of the Business Day immediately preceding each Misys Repurchase DateOption, Allscripts shall provide the Board may elect to Misys a completed calculation chart in the form purchase all or any portion of Exhibit A hereto your Option Shares by delivering written notice (the “Repurchase Calculation ChartNotice”) indicating to you or any other holders of Option Shares within seven months after the date, amount and pricing Date of all purchases of shares of Allscripts Common Stock from Other Holders in the relevant Termination. The Repurchase Period and the calculations performed to determine the Misys Repurchased Shares Price and Notice shall set forth the number of Misys Repurchased Shares. Each Repurchase Calculation Chart shall be delivered to Misys pursuant to the notice provisions in Section 5.2 with separate copies Option Shares to be sent by electronic mail to the following individuals at the corresponding electronic mail addresses below as well as acquired from you and such other individuals at holder(s), the aggregate consideration to be paid for such electronic mail addresses as Misys may request: (i) Xxxxx Xxxxx, acting Chief Financial Officer (xxxxx.xxxxx@xxxxx.xxx); andshares and the time and place for the closing of the transaction. (ii) Glyn FulleloveIf for any reason the Company does not elect to purchase all of the Option Shares pursuant to the Repurchase Option, ViceCHS shall be entitled to exercise the Repurchase Option for the Option Shares the Company has not elected to purchase (the “Available Shares”). As soon as practicable after the Company has determined that there will be Available Shares, but in any event prior to the 20th day before the expiration of the seven-President month period described in clause (i) above, the Company shall give written notice (the “Option Notice”) to CHS setting forth the number of Available Shares and the purchase price for Tax the Available Shares. CHS may elect to purchase any or all of the Available Shares by giving written notice to the Company within 30 days after the Option Notice has been given by the Company setting forth the number of shares CHS shall purchase, the aggregate purchase price and Treasury the time and place of the closing of the transaction (xxxx.xxxxxxxxx@xxxxx.xxxthe “CHS Option Notice”). (biii) By 9:30 A.M. Eastern Time The closing of the purchase of the Option Shares pursuant to the Repurchase Option shall take place on the Misys date designated in the Repurchase Notice or CHS Option Notice, which date shall not be more than 30 days nor less than five days after the delivery of the later of either such notice to be delivered. Notwithstanding the date upon which the closing occurs, the date upon which the repurchase shall be effective (the “Repurchase Date, Misys ”) shall deliver be the Date of Termination. The Company and/or CHS shall pay for the Option Shares to Allscripts (i) be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer instructions for of funds; provided that if a cash payment would violate any loan agreement with a lender of the Misys Repurchased Share Price and (ii) Company Group, then such payment will be paid in a manner that does not violate the stock certificatesloan agreement if the following would not violate the loan agreement, duly endorsed or accompanied including by a duly endorsed stock power, representing such Misys Repurchased Shares, if such shares are in physical form or, if in book entry, appropriate transfer instructions subordinated promissory note bearing interest at a rate per annum equal to the transfer agent“prime rate” plus two (2) percentage points as listed in The Wall Street Journal in its “Money Rates” section on the Date of Termination and payable in equal monthly installments over a five (5) year period. Promptly after receipt of such wire transfer instructions and stock certificates, Allscripts shall transfer the Misys Repurchased Shares Price If any restrictions in immediately available funds to the account designated by Misys. It is the intent any loan agreement with a lender of the parties that all actions contemplated by this Section 2.2(b) are to be completed by the end of the Misys Repurchase Date. (c) The Misys Repurchased Shares Price to be determined on any Misys Repurchase Date shall be an amount equal to Company Group prohibit (i) the number repurchase of Misys Repurchased Option Shares on such date multiplied by hereunder which the Company is otherwise entitled or required to make or (ii) the volume average weighted purchase price paid by Allscripts for all Other Repurchased Shares purchased by Allscripts during the Repurchase Period immediately prior dividends or other transfers of funds from one or more subsidiaries to the Misys Repurchase Date without deduction for any commissionsCompany to enable such repurchases, fees then the Company may make such repurchases as soon as it is permitted to make repurchases or other costs receive funds from subsidiaries under such restrictions. The purchasers of Option Shares hereunder shall be entitled to receive customary representations and expenses related warranties from the sellers regarding such sale of shares (including representations and warranties regarding good title to such purchasesshares, free and clear of any liens or encumbrances) and to require all sellers’ signatures be guaranteed by a national bank or reputable securities broker. (d) Allscripts shall direct its transfer agent to either (a) issue new stock certificates to Misys UK Holdings and Misys US Holdings representing the number of shares of Allscripts common stock owned by Misys UK Holdings and Misys US Holdings after such Misys Repurchase Date, such certificates to contain the same restrictive legends as in effect on the date hereof, or (b) if Misys UK Holdings or Misys US Holdings hold their shares in book entry form, to update the share register to reflect the number of shares of Allscripts common stock owned by Misys UK Holdings or Misys US Holdings after such Misys Repurchase Date.

Repurchase Procedure. (ai) By no later than 6:00 P.M. Eastern Time on As soon as practicable, but in any event within 30 days, after the Business Day immediately preceding end of the calendar quarter in which the Company has determined that there are Units or shares of Stock subject to repurchase pursuant to this Section 4 (the “Available Equity”) the Company shall give written notice (the “Available Equity Notice”) to each Misys Designated Manager setting forth the amount of Available Equity. The Designated Managers shall be entitled to repurchase all or any portion of the Available Equity by delivery of a written notice (the “Designated Managers Repurchase DateNotice”) to the Executive and Company within 120 days after (or, Allscripts shall provide to Misys a completed calculation chart in if later, within 60 days after the form end of Exhibit A hereto the calendar quarter containing) the Executive’s Separation Date (the “Repurchase Calculation ChartNotice Period”) indicating ). The Designated Managers Repurchase Notice shall set forth the date, amount of Available Equity to be acquired and pricing the time and place for the closing of all purchases the transaction. A Designated Manager may condition his or her election to purchase Available Equity on the election of shares one or more of Allscripts Common Stock from Other Holders the other Designated Managers to purchase Available Equity. If the Designated Managers elect to purchase an aggregate amount of Available Equity in excess of the amount of Available Equity specified in the relevant Repurchase Period and Available Equity Notice, then the calculations performed to determine the Misys Repurchased Shares Price and the number of Misys Repurchased Shares. Each Repurchase Calculation Chart Available Equity shall be delivered to Misys pursuant allocated among the Designated Managers on a pro rata basis according to the notice provisions amount of Available Equity each Designated Manager elected to purchase in Section 5.2 with separate copies to be sent by electronic mail to the following individuals at the corresponding electronic mail addresses below as well as such other individuals at such electronic mail addresses as Misys may request: (i) Xxxxx Xxxxx, acting Chief Financial Officer (xxxxx.xxxxx@xxxxx.xxx); andtheir respective Designated Managers Repurchase Notice. (ii) Glyn FulleloveIf for any reason the Designated Managers do not elect to purchase all of the Available Equity, Vice-President for Tax and Treasury then the Company or any of its Subsidiaries shall be entitled to repurchase all or any portion of the Available Equity that was not purchased pursuant to Section 4(c)(i) (xxxx.xxxxxxxxx@xxxxx.xxxthe “Remaining Equity”). (b) By 9:30 A.M. Eastern Time on . As soon as practicable after the Misys Company has determined that the Designated Managers will not purchase all of the Available Equity, but in any event within 150 days after the beginning of the Repurchase DateNotice Period corresponding to such Available Equity, Misys shall deliver to Allscripts (i) wire transfer instructions for the Misys Repurchased Share Price and (ii) the stock certificates, duly endorsed or accompanied by a duly endorsed stock power, representing such Misys Repurchased Shares, if such shares are in physical form or, if in book entrylater, appropriate transfer instructions to the transfer agent. Promptly within 90 days after receipt of such wire transfer instructions and stock certificates, Allscripts shall transfer the Misys Repurchased Shares Price in immediately available funds to the account designated by Misys. It is the intent of the parties that all actions contemplated by this Section 2.2(b) are to be completed by the end of the Misys calendar quarter containing the Executive’s Separation Date, the Company or any of its Subsidiaries shall give written notice (the “Company Repurchase DateNotice”) to the Executive and each Designated Manager setting forth the amount of Remaining Equity it intends to purchase. Notwithstanding anything to the contrary in this Agreement, the Company or any of its Subsidiaries may acquire such Remaining Equity with stock of Windy Holdings with a Fair Market Value equal to the repurchase price determined under Section 4(b) and then if Windy Holdings immediately redeems such stock for cash. (ciii) The Misys Repurchased Shares Price If for any reason the Company and its Subsidiaries does not elect to be determined on any Misys Repurchase Date purchase all of the Remaining Equity, then the Investor Members shall be entitled to repurchase all or any portion of the Remaining Equity that was not repurchased by the Company and its Subsidiaries pursuant to Section 4(c)(ii) above. As soon as practicable after the Company has determined that it will not purchase all of the Remaining Equity, but in any event within 180 days after the beginning of the Repurchase Notice Period corresponding to such Remaining Equity, or, if later, within 120 days after the end of the calendar quarter containing the Executive’s Separation Date, the Company shall provide an Available Equity Notice to each Investor Member setting forth the amount equal of Remaining Equity. The Investor Members may elect to (i) purchase all or any portion of the Remaining Equity by giving written notice to the Company within 30 days after the Available Equity Notice has been delivered to the Investor Members by the Company. If the Investor Members elect to purchase an aggregate amount of Remaining Equity in excess of the amount of Remaining Equity specified in the Available Equity Notice, then the Remaining Equity shall be allocated among the Investor Members on a pro rata basis according to the number of Misys Repurchased Shares on such date multiplied by (ii) the volume average weighted purchase price paid by Allscripts for all Other Repurchased Shares purchased by Allscripts during the Repurchase Period immediately prior to the Misys Repurchase Date without deduction for any commissions, fees or other costs and expenses related to such purchases. (d) Allscripts shall direct its transfer agent to either (a) issue new stock certificates to Misys UK Holdings and Misys US Holdings representing the number of shares of Allscripts common stock Class A Units owned by Misys UK Holdings and Misys US Holdings after such Misys Repurchase Date, such certificates to contain the same restrictive legends as in effect each Investor Member on the date hereof, of the Available Units Notice. Any Investor Member may condition its election to purchase such Remaining Equity on the election of one or (b) if Misys UK Holdings or Misys US Holdings hold their shares in book entry form, more other Investor Members to update the share register to reflect the number of shares of Allscripts common stock owned by Misys UK Holdings or Misys US Holdings after such Misys Repurchase Date.purchase

Repurchase Procedure. The Managing Member shall determine in its discretion whether the Company shall exercise the Company Repurchase Right pursuant to Section 4.7.1 by the Majority Vote of the Genius Independent Board Members (a) By no later than 6:00 P.M. Eastern Time on the Business Day immediately preceding each Misys Repurchase Date, Allscripts shall provide to Misys a completed calculation chart as provided in the form Genius Charter). Promptly following any termination of Exhibit A hereto the Distribution Agreement giving rise to the Company Repurchase Right, but in any event within fifteen (15) Business Days thereafter (the “Repurchase Calculation ChartRight Expiration Date”), the Company shall send a written notice (the “Repurchase Notice”) indicating the date, amount to WCO and pricing of all purchases of shares of Allscripts Common Stock from Other Holders in the relevant Repurchase Period and the calculations performed to determine the Misys Repurchased Shares Price and the number of Misys Repurchased Shares. Each Repurchase Calculation Chart shall be delivered to Misys pursuant to the notice provisions in Section 5.2 with separate copies to be sent by electronic mail to the following individuals at the corresponding electronic mail addresses below as well as such other individuals at such electronic mail addresses as Misys may request: W-G Holding setting forth: (i) Xxxxx Xxxxxwhether the Company is exercising its Company Repurchase Right, acting Chief Financial Officer (xxxxx.xxxxx@xxxxx.xxx); and (ii) Glyn Fullelove, Vice-President for Tax and Treasury (xxxx.xxxxxxxxx@xxxxx.xxx). (b) By 9:30 A.M. Eastern Time on the Misys Repurchase Date, Misys shall deliver to Allscripts (i) wire transfer instructions for the Misys Repurchased Share Price and (ii) the stock certificates, duly endorsed or accompanied by a duly endorsed stock power, representing such Misys Repurchased Shares, if such shares are in physical form or, if in book entry, appropriate transfer instructions portion of WCO’s and W-G Holding’s Class W Units then subject to the transfer agentCompany’s Repurchase Right that the Company wishes to repurchase and (iii) the Managing Member’s calculation of the higher of the Value or the Market Price for the Class W Units that it is offering to repurchase, and its methodology in arriving at such calculation. Promptly after Following receipt of the Repurchase Notice, WCO shall confirm the Managing Member’s calculation of the higher of the Value or the Market Price to be paid for the Class W Units then being repurchased, and WCO and the Managing Member shall in good faith agree upon the date of the closing for such wire transfer instructions repurchase, such closing to occur not later than sixty (60) days after the Repurchase Right Expiration Date. At the closing of the Company’s repurchase of WCO’s and stock certificatesW-G Holding’s Class W Units, Allscripts the Company shall transfer deliver the Misys Repurchased Shares Price repurchase price to be paid for the Class W Units being repurchased to or as directed by WCO in immediately available funds by wire transfer or certified check. The Company Repurchase Right shall terminate and be of no further force or effect if the Company has not exercised that right on or before the Repurchase Right Expiration Date by delivery of a Repurchase Notice to WCO, and any Class W Units for which the account designated Company does not exercise its Company Repurchase Right as indicated in a Repurchase Notice shall no longer be subject to a Company Repurchase Right and shall be held by Misys. It is the intent WCO or W-G Holding free and clear of any claims or rights in favor of the parties that all actions contemplated by Company arising under this Section 2.2(b) are to be completed by the end of the Misys Repurchase Date4.7. (c) The Misys Repurchased Shares Price to be determined on any Misys Repurchase Date shall be an amount equal to (i) the number of Misys Repurchased Shares on such date multiplied by (ii) the volume average weighted purchase price paid by Allscripts for all Other Repurchased Shares purchased by Allscripts during the Repurchase Period immediately prior to the Misys Repurchase Date without deduction for any commissions, fees or other costs and expenses related to such purchases. (d) Allscripts shall direct its transfer agent to either (a) issue new stock certificates to Misys UK Holdings and Misys US Holdings representing the number of shares of Allscripts common stock owned by Misys UK Holdings and Misys US Holdings after such Misys Repurchase Date, such certificates to contain the same restrictive legends as in effect on the date hereof, or (b) if Misys UK Holdings or Misys US Holdings hold their shares in book entry form, to update the share register to reflect the number of shares of Allscripts common stock owned by Misys UK Holdings or Misys US Holdings after such Misys Repurchase Date.