1- 2 decisions required or permitted to be taken or made by them under this Agreement and (c) all of the other terms, conditions and limitations in this Agreement.Escrow Agreement • March 3rd, 1999 • Eclipsys Corp • Services-computer integrated systems design • Massachusetts
RECITALSVoting Agreement • April 3rd, 2000 • Eclipsys Corp • Services-computer integrated systems design • Delaware
BY AND AMONGMerger Agreement • April 10th, 2000 • Eclipsys Corp • Services-computer integrated systems design • Delaware
ECLIPSYS CORPORATION COMMON STOCK PAR VALUE $0.01 PER SHAREUnderwriting Agreement • January 3rd, 2001 • Eclipsys Corp • Services-computer integrated systems design • New York
4,700,000 SHARESUnderwriting Agreement • June 26th, 1998 • Eclipsys Corp • Services-computer integrated systems design • New York
ANDRights Agreement • August 8th, 2000 • Eclipsys Corp • Services-computer integrated systems design • Delaware
EXHIBIT 10.4 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THIS WARRANT, SUCH SECURITIES NOR ANY...Warrant Agreement • April 23rd, 1998 • Eclipsys Corp • New York
1 EXHIBIT 99.1 TERMINATION AGREEMENT This TERMINATION AGREEMENT (this "AGREEMENT") is made and entered into as of May 24, 2000, among Neoforma.com, Inc., a Delaware corporation ("PARENT"), NeoIII Acquisition Corp., a Delaware corporation and a wholly...Termination Agreement • May 30th, 2000 • Eclipsys Corp • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER For valuable and adequate consideration, Eclipsys Corporation, a Delaware corporation ("Eclipsys"), ECLP Merger Corp., a Delaware corporation and a wholly owned subsidiary of Eclipsys ("Merger Sub"), MSI Solutions, Inc., a...Merger Agreement • August 12th, 1999 • Eclipsys Corp • Services-computer integrated systems design • Delaware
EXHIBIT 10.12 SETTLEMENT OF CLAIMS AGREEMENT This is an Agreement (the "Agreement") made as of March 13, 1998. between ALLTEL Information Services, Inc., an Arkansas corporation, whose address is 4001 Rodney Parham Road, Little Rock, Arkansas 72212...Settlement Agreement • July 22nd, 1998 • Eclipsys Corp • Services-computer integrated systems design • Delaware
EXHIBIT 10.2 SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • April 23rd, 1998 • Eclipsys Corp • Delaware
AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 1999 • Eclipsys Corp • Services-computer integrated systems design
1 EXHIBIT 10.1 FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 3rd, 2001 • Eclipsys Corp • Services-computer integrated systems design • North Carolina
1 EXHIBIT 10.1 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 23rd, 1998 • Eclipsys Corp • Massachusetts
ARTICLE 1 DEFINITIONSPreferred Stock Purchase Agreement • April 23rd, 1998 • Eclipsys Corp • Massachusetts
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • March 3rd, 1999 • Eclipsys Corp • Services-computer integrated systems design • Delaware
1 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.Technology License Agreement • April 23rd, 1998 • Eclipsys Corp • Massachusetts
WITNESSETH:Warrant Amendment • June 26th, 1998 • Eclipsys Corp • Services-computer integrated systems design
1 STOCK PURCHASE AND SALE AGREEMENT dated as of March 6, 1999Stock Purchase Agreement • May 13th, 1999 • Eclipsys Corp • Services-computer integrated systems design • Pennsylvania
1 EXHIBIT 2.2 AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 23rd, 1998 • Eclipsys Corp • Massachusetts
CREDIT AGREEMENT among ECLIPSYS CORPORATION, as Borrower CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF...Credit Agreement • November 10th, 2008 • Eclipsys Corp • Services-computer integrated systems design • New York
CREDIT AGREEMENT, dated as of August 26, 2008 among ECLIPSYS CORPORATION, a Delaware corporation (the “Borrower”), each of those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (such Subsidiaries, each a “Guarantor” and collectively, the “Guarantors”), the several banks and other financial institutions as are, or may from time to time become parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
RECITALSParent Voting Agreement • April 10th, 2000 • Eclipsys Corp • Services-computer integrated systems design • Delaware
1 EXHIBIT 3 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN NEOFORMA.COM, INC.Merger Agreement • April 10th, 2000 • Eclipsys Corp • Services-computer integrated systems design • Delaware
A-iii 5 PAGE ---- TABLE OF DEFINED TERMS Acquisition Proposal........................................ Section 6.01(a) Affiliate................................................... Section 6.10 Affiliate...Agreement and Plan of Merger • November 16th, 1998 • Eclipsys Corp • Services-computer integrated systems design • Delaware
1 EXHIBIT 10.11 FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 26th, 1998 • Eclipsys Corp • Services-computer integrated systems design • North Carolina
AMONGMerger Agreement • April 23rd, 1998 • Eclipsys Corp • Delaware
BY AND AMONGAsset Purchase Agreement • November 15th, 1999 • Eclipsys Corp • Services-computer integrated systems design • Delaware
August 11, 1998Credit Agreement • September 21st, 1998 • Eclipsys Corp • Services-computer integrated systems design
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2005 • Eclipsys Corp • Services-computer integrated systems design • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between ECLIPSYS CORPORATION, a Delaware corporation (the “Company”), and RUSS RUDISH, an individual (the “Executive”), effective March 15, 2005.
ContractEmployment Agreement • May 8th, 2009 • Eclipsys Corp • Services-computer integrated systems design • Florida
This Employment Agreement was originally filed on March 7, 2006 with Eclipsys Corporation’s annual report on Form 10-K for the year ended December 31, 2005. Confidential treatment for this Employment Agreement has expired; therefore, this Employment Agreement is being re-filed in its entirety. This Employment Agreement was subsequently amended on February 7, 2008. See Exhibit 10.3 filed on May 12, 2008 with Eclipsys Corporation’s quarterly report on Form 10-Q for the three month period ended March 31, 2008.
VOTING AGREEMENT by and among ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC., MISYS PLC, MISYS PATRIOT US HOLDINGS LLC, MISYS PATRIOT LIMITED and ECLIPSYS CORPORATION dated as of June 9, 2010Voting Agreement • June 9th, 2010 • Eclipsys Corp • Services-computer integrated systems design
This VOTING AGREEMENT (this “Agreement”), dated as of June 9, 2010, is made by and among ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Company”), MISYS PLC, a public limited company incorporated under the laws of England and Wales (“Manchester”), MISYS PATRIOT US HOLDINGS LLC, a Delaware limited liability company (“MPUSH”), MISYS PATRIOT LIMITED, a limited company formed under the laws of England and Wales (“MPL” and, together with Manchester and MPUSH, the “Stockholders” and each of them individually, a “Stockholder”), and ECLIPSYS CORPORATION, a Delaware corporation (“Emerald” and, together with the Company and the Stockholders, the “Parties” and each of them individually, a “Party”).
FORM OF VOTING AGREEMENTVoting Agreement • June 21st, 2010 • Eclipsys Corp • Services-computer integrated systems design
This VOTING AGREEMENT (this “Agreement”), dated as of [ ], 2010, is made by and between Eclipsys Corporation, a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”) of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (“Parent”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Agreement Re Specified ActsAgreement Re Specified Acts • May 8th, 2009 • Eclipsys Corp • Services-computer integrated systems design • Florida
This Agreement re Specified Acts is made effective as of January 6, 2006 by and between Eclipsys Corporation, a Delaware corporation (hereinafter referred to collectively with any of its subsidiaries as the “Company”), and John E. Deady (“Executive”).
CREDIT AGREEMENT among ECLIPSYS CORPORATION, as Borrower CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and as...Credit Agreement • August 7th, 2008 • Eclipsys Corp • Services-computer integrated systems design • New York
CREDIT AGREEMENT, dated as of May 9, 2008 among ECLIPSYS CORPORATION, a Delaware corporation (the “Borrower”), each of those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (such Subsidiaries, each a “Guarantor” and collectively, the “Guarantors”), the several banks and other financial institutions as are, or may from time to time become parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
ECLIPSYS CORPORATION Restricted Stock Agreement Granted Under Amended and Restated 2000 Stock Incentive PlanRestricted Stock Agreement • May 10th, 2005 • Eclipsys Corp • Services-computer integrated systems design • Delaware
AGREEMENT made this 29th day of April, 2005, between Eclipsys Corporation, a Delaware corporation (the “Company”), and Eugene V. Fife (the “Participant”).
