Common use of Xxxxxxxx, Xxxxxxx X Clause in Contracts

Xxxxxxxx, Xxxxxxx X. Xxxxx Xxxxxx X. Xxxx Xxxxxx X. XxXxxxxxx Xxxxx XxxXxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxx xxXxxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx D. Xxxxx Xxxxxxx Xxxxxxx Xxxxxx c/o Welsh, Carson, Xxxxxxxx & Xxxxx 000 Xxxx Xxxxxx - Xxxxx 0000 Xxx Xxxx, XX 00000-0000 Facsimile: 000-000-0000 with a copy to: Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 Facsimile: 000-000-0000 Attention: Xxxxx Xxxxxxx, Esq. EXHIBIT D FORM OF CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION SEE TAB 6 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF UNITED SURGICAL PARTNERS INTERNATIONAL, INC, ----------------------------------------------- Pursuant to Section 242 of the General Corporation Law of the State of Delaware ---------------------------------------------------- UNITED SURGICAL PARTNERS INTERNATIONAL, INC., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: FIRST: that the following resolutions were duly adopted by unanimous written consent of the Board of Directors of the Corporation, setting forth proposed amendments to the Certificate of Incorporation of the Corporation; determining that the capital of the Corporation will not be decreased on account of such amendments; and declaring such amendments to be advisable and directing that such amendments be submitted to the stockholders of the Corporation for their approval. The resolutions are as follows: "RESOLVED, that there is hereby adopted an amendment to the Corporation's Certificate of Incorporation pursuant to which (i) the authorized capital stock of the Corporation shall be changed from 45,000,000 shares, consisting of 20,000,000 shares of Class A Common Stock, $.01 par value, and 25,000,000 shares of Common Stock, $.01 par value, to 50,031,200 shares, consisting of 20,000,000 shares of Class A Common Stock, $.01 par value ("Class A Common Stock"), 30,000,000 shares of Common Stock, $.01 par value ("Common Stock"), and 31,200 shares of Series A Redeemable Preferred Stock, $.01 par value ("Preferred Stock"), and (ii) the relative voting, dividend, liquidation, redemption and other rights, and the qualifications, limitations and restrictions thereof, in respect of said Preferred Stock, Class A Common Stock and Common Stock shall be restated; and, in connection with such changes, Article FOURTH of the Certificate of Incorporation of the Corporation shall be amended to read in its entirety as follows:

Xxxxxxxx, Xxxxxxx X. Xxxxxxxxx Xxxxx and Xxxxxx Xxxxxxxxxxx Family Trust Xxxxx Sivesand Xxx X'Xxxxx Xxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxx X Xxxx The Mendota Group Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx Xxxx Xxxxxx X. XxXxxxxxx Xxxxx XxxXxxxx Xxxxxx X. Xxxxxxxx Xxx Xxxxxxxxx Xxxxxxx xxXxxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx D. Xxxxx Xxxxxxx Xxxxxxx Xxxxxx c/o Welsh, Carson, Xxxxxxxx & Xxxxx 000 Xxxx Xxxxxx - Xxxxx 0000 Xxx Xxxx, XX 00000-0000 Facsimile: 000-000-0000 with a copy to: Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 Facsimile: 000-000-0000 Attention: Xxxxx Xxxxxxx, Esq. EXHIBIT D FORM OF CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION SEE TAB 6 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF UNITED SURGICAL PARTNERS INTERNATIONALEMAGEON, INC. ===================================== AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ===================================== OCTOBER 2, ----------------------------------------------- Pursuant to Section 242 of the General Corporation Law of the State of Delaware ---------------------------------------------------- UNITED SURGICAL PARTNERS INTERNATIONAL, INC., a corporation organized 2001 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and existing under the laws of the State of Delaware Restated Registration Rights Agreement (the "CorporationAGREEMENT") is made and entered into as of October 2, 2001, by and among Emageon, Inc., a Delaware corporation (the "COMPANY"), hereby certifies as follows: FIRST: that the following resolutions were duly adopted by unanimous written consent those holders of the Board of Directors Series A Preferred Stock of the CorporationCompany listed on Schedule 1 attached hereto and made a part hereof (each, setting forth proposed amendments to a "SERIES A HOLDER" and collectively, the Certificate of Incorporation of the Corporation; determining that the capital of the Corporation will not be decreased on account of such amendments; and declaring such amendments to be advisable and directing that such amendments be submitted to the stockholders of the Corporation for their approval. The resolutions are as follows: "RESOLVED, that there is hereby adopted an amendment to the Corporation's Certificate of Incorporation pursuant to which (i) the authorized capital stock of the Corporation shall be changed from 45,000,000 shares, consisting of 20,000,000 shares of Class SERIES A Common Stock, $.01 par value, and 25,000,000 shares of Common Stock, $.01 par value, to 50,031,200 shares, consisting of 20,000,000 shares of Class A Common Stock, $.01 par value ("Class A Common StockHOLDERS"), 30,000,000 shares those holders of Common Stockthe Series B Preferred Stock of the Company listed on Schedule 2 attached hereto and made a part hereof (each, $.01 par value a "SERIES B HOLDER" and collectively the "SERIES B HOLDERS"), those holders of the Series B-1 Preferred Stock of the Company listed on Schedule 3 attached hereto and made a part hereof (each, a "SERIES B-1 HOLDER" and collectively, the "SERIES B-1 HOLDERS"), those holders of the Series C Preferred Stock of the Company listed on Schedule 4 attached hereto and made a part hereof (each a "SERIES C HOLDER" and collectively the "SERIES C HOLDERS"), Xxxxxxx X. Xxxx, Xx. ("Common StockXXXX"), and 31,200 shares of Series A Redeemable Preferred Stock, $.01 par value Xxxx X. York ("Preferred StockYORK") (each of Xxxx and York, a "FOUNDER," and collectively, the "FOUNDERS"), and (ii) the relative voting, dividend, liquidation, redemption and other rights, and the qualifications, limitations and restrictions thereof, in respect of said Preferred Stock, Class A Common Stock and Common Stock shall be restated; and, in connection with such changes, Article FOURTH of the Certificate of Incorporation of the Corporation shall be amended to read in its entirety as follows:.

Xxxxxxxx, Xxxxxxx X. Xxxxx Xxxxxx X. Xxxx Xxxxxx X. XxXxxxxxx Xxxxx XxxXxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxx xxXxxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx D. Xxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxx c/o WelshWelch, Carson, Xxxxxxxx & Xxxxx 000 Xxxx Xxxxxx - Xxxxx 0000 Xxx Xxxx, XX 00000-0000 Facsimile: 000-000-0000 with a copy to: Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 Facsimile: 000-000-0000 Attention: Xxxxx Xxxxxxx, Esq. EXHIBIT D FORM OF Exhibit E Form of Certificate of Amendment to the Certificate of Incorporation SEE TAB 5 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION SEE TAB 6 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF UNITED SURGICAL PARTNERS INTERNATIONAL, INC, ----------------------------------------------- . -------------------------------------------------------------------------------- Pursuant to Section 242 of the General Corporation Law of the State of Delaware ---------------------------------------------------- -------------------------------------------------------------------------------- UNITED SURGICAL SURGIAL PARTNERS INTERNATIONAL, INC., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: FIRST: that the following resolutions were duly adopted by unanimous written consent of the Board of Directors of for the Corporation, setting forth proposed amendments to the Certificate of Incorporation of the Corporation; , determining that the capital of the Corporation will not be decreased on account of such amendments; , and declaring such amendments to be advisable and directing that such amendments be submitted to the stockholders of the Corporation for their approval. The resolutions are as follows: "RESOLVED, that there is hereby adopted an amendment to the Corporation's Certificate of Incorporation pursuant to which (i) the authorized capital stock of the Corporation shall be changed from 45,000,000 50,033,916 shares, consisting of 20,000,000 shares of Class A Common Stock, $.01 par value, and 25,000,000 30,000,000 shares of Common Stock, $.01 par value, 31,200 Series A Redeemable Preferred Stock, $.01 par value and 2,716 shares of Series B Convertible Preferred Stock, $.01 par value, to 50,031,200 70,033, 916 shares, consisting of 20,000,000 30,000,000 shares of Class A Common Stock, $.01 par value ("Class A Common Stock"), 30,000,000 40,000,000 shares of Common Stock, $.01 par value ("Common Stock"), and 31,200 shares of Series A Redeemable Preferred Stock, $.01 par value ("Series A Preferred Stock") and 2,716 shares of Series B Convertible Preferred Stock, $.01 par value ("Series B Preferred Stock") (the Series A Preferred Stock and Series B Preferred Stock being collectively referred to as the "Preferred Stock"), and (ii) the relative voting, dividend, liquidation, redemption and other rights, rights and the qualifications, limitations and restrictions thereof, in respect of said Preferred Stock, Class A Common Stock and Common Stock shall be restated; and, in connection with such changes, Article FOURTH of the Certificate of Incorporation of the Corporation shall be amended to read in its entirety as follows:

Xxxxxxxx, Xxxxxxx X. Xxxxx Xxxxxx, Xxxxxx X. Xxxx Xxxxxx X. XxXxxxxxx Xxxxx XxxXxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxx xxXxxxxx Xxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx D. Xxxxx shall execute a "lock-up" agreement substantially in the form attached hereto as Schedule III, such execution by each person being a condition to the Underwriter's obligations hereunder, as though fully set forth in the Section 7 of the Underwriting Agreement incorporated by reference herein. If the foregoing is in accordance with your understanding, please sign and return to us eight counterparts hereof, and upon acceptance hereof by you, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between the Underwriter and the Company. Very truly yours, Xxxxxx Corporation By: /s/ Xxxxxx X. Xxxxxx ------------------------------------- Name: Xxxxxx X. Xxxxxx Title: Vice Chairman CONFIRMED AND ACCEPTED as of the date hereof: XXXXXXX XXXXX & CO. Xxxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx c/o Welsh, Carson, Xxxxxxxx & Xxxxx 000 Xxxx Xxxxxx - Xxxxx 0000 Xxx Xxxx, XX 00000-0000 FacsimileIncorporated By: 000-000-0000 with a copy to: Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 Facsimile: 000-000-0000 Attention: Xxxxx Xxxxxxx, Esq. EXHIBIT D FORM OF CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION SEE TAB 6 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF UNITED SURGICAL PARTNERS INTERNATIONAL, INC, ----------------------------------------------- Pursuant to Section 242 /s/ (SIGNATURE ILLEGIBLE) --------------------------- SCHEDULE I Aggregate Principal Aggregate Amount at Maturity Principal Amount of the General Corporation Law Optional at Maturity of the State of Delaware ---------------------------------------------------- UNITED SURGICAL PARTNERS INTERNATIONAL, INC., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: FIRST: that the following resolutions were duly adopted by unanimous written consent of the Board of Directors of the Corporation, setting forth proposed amendments to the Certificate of Incorporation of the Corporation; determining that the capital of the Corporation will not be decreased on account of such amendments; and declaring such amendments Securities Securities Which to be advisable and directing that such amendments May be submitted to the stockholders of the Corporation for their approval. The resolutions are as follows: "RESOLVEDUnderwriter Purchased Purchased ----------- ---------------- ------------------- Xxxxxxx Xxxxx, that there is hereby adopted an amendment to the Corporation's Certificate of Incorporation pursuant to which (iXxxxxx & Xxxxxx & Xxxxx Incorporated $355,000,000 $53,000,000 Total ---------------- ------------------- $355,000,000 $53,000,000 SCHEDULE II - DESIGNATED SECURITIES XXXXXX CORPORATION $355,000,000 Liquid Yield Option(TM) the authorized capital stock of the Corporation shall be changed from 45,000,000 shares, consisting of 20,000,000 shares of Class A Common Stock, $.01 par value, and 25,000,000 shares of Common Stock, $.01 par value, to 50,031,200 shares, consisting of 20,000,000 shares of Class A Common Stock, $.01 par value ("Class A Common Stock"), 30,000,000 shares of Common Stock, $.01 par value ("Common Stock"), and 31,200 shares of Series A Redeemable Preferred Stock, $.01 par value ("Preferred Stock"), and (ii) the relative voting, dividend, liquidation, redemption and other rights, and the qualifications, limitations and restrictions thereof, in respect of said Preferred Stock, Class A Common Stock and Common Stock shall be restated; and, in connection with such changes, Article FOURTH of the Certificate of Incorporation of the Corporation shall be amended to read in its entirety as follows:Notes due 2031