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EXHIBIT 4.3
REGISTRATION RIGHTS AGREEMENT, DATED AS OF MAY 16, 1999,
BETWEEN SYNETIC, INC. AND CERTAIN STOCKHOLDERS.
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REGISTRATION RIGHTS AGREEMENT
Between
SYNETIC, INC.
and
STOCKHOLDERS
Dated as of May 16, 1999
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REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of May 16, 1999 (this
"Agreement"), between Synetic, Inc., a Delaware corporation ("Synetic"), and the
individuals who are signatories hereto (each such person being referred to as a
"Stockholder" and collectively as the "Stockholders"). This Agreement shall be
effective as of the Closing.
ARTICLE I
DEFINITIONS
1.01 Definitions. Unless otherwise defined herein, terms defined in
the Agreement and Plan of Merger (the "Merger Agreement") dated as of the date
of this Agreement, among Synetic, Medical Manager Corporation, a Delaware
corporation ("Medical Manager"), and ▇▇▇▇▇▇ Merger Sub, Inc., a Delaware
corporation, are used herein as therein defined. In addition, the following
terms, as used herein, have the following meanings:
(a) "Minimum Registrable Number" means (i) for the First
Demand Registration (as hereinafter defined), 500,000 shares of Synetic
Common Stock, as such number may be adjusted to give effect to any Synetic
Common Stock issued or issuable with respect to any shares of Registrable
Securities by way of a stock dividend or stock split or in connection with
a combination of shares, recapitalization, merger, consolidation or other
reorganization and any other securities issued pursuant to any other pro
rata distribution with respect to such Synetic Common Stock and (ii) for
the Second Demand Registration (as hereinafter defined), 100,000 shares of
Synetic Common Stock, as such number may be adjusted to give effect to any
Synetic Common Stock issued or issuable with respect to any shares of
Registrable Securities by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization and any other securities issued
pursuant to any other pro rata distribution with respect to such Synetic
Common Stock.
(b) "Maximum Registrable Amount" means, for each Stockholder,
fifty percent (50%) of the total Registrable Securities held by such
Stockholder.
(c) "Registrable Securities" means (i) the Synetic Common
Stock issued to the Stockholders pursuant to the Merger Agreement in
consideration for the Medical Manager Capital Stock (the "Initial Shares")
and (ii) any other securities issued by Synetic as a dividend or other
distribution or stock split with respect to, or in exchange for or in
replacement of, such Synetic Common Stock; provided, however, that the
term Registrable Securities shall not include Synetic Common Stock that
ceases to be Registrable Securities pursuant to Section 2.01. Upon the
effectiveness of this Agreement, the amount of Registrable Securities held
by a Stockholder will be set forth
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opposite such Stockholder's name on Schedule A attached hereto.
ARTICLE II
REGISTRATION RIGHTS
SECTION 2.01. Registrable Securities. The registration rights
provided herein apply to Registrable Securities, but with respect to any
particular Registrable Security, only so long as such security continues to be a
Registrable Security. Any Registrable Security will cease to be a Registrable
Security when (i) a registration statement covering such Registrable Security
has been declared effective by the SEC and (A) remains effective for thirty (30)
days or (B) such Registrable Security has been sold or otherwise transferred by
the Stockholder thereof, (ii) it is freely tradeable pursuant to Rule 144 under
the Securities Act (or any similar provision then in force), or (iii) it shall
have ceased to be outstanding.
SECTION 2.02. Demand Registration. (a) At any time after the Closing
Date but not later than the date which is sixty (60) days after the Closing
Date, not less than two Stockholders (the "Initiating Stockholders") may request
in a written notice that Synetic file with the SEC a registration statement
under the Securities Act (or a similar document pursuant to any other statute
then in effect corresponding to the Securities Act), covering the registration
of any or all Registrable Securities, up to and including the Maximum
Registrable Amount for each Initiating Stockholder, held by such Initiating
Stockholders (a "Demand Registration", the first such Demand Registration being
the "First Demand Registration"), provided that there must be included in such
registration at least the Minimum Registrable Number of shares of Registrable
Securities. Following receipt of any notice under this Section 2.02(a), Synetic
shall (i) within five (5) business days notify the other Stockholder of such
request in writing, (ii) within thirty (30) days cause to be filed under the
Securities Act a registration statement to register the resale of all
Registrable Securities, up to and including the Maximum Registrable Amount for
each such Stockholder, that the Initiating Stockholders and such other
Stockholder, given such notice, have requested be registered and (iii) use its
reasonable best efforts to cause the registration to be declared effective by
the SEC as soon as possible.
(b) At any time not less than one (1) year after the effective date
of the First Demand Registration, any Stockholder may request a second Demand
Registration in the manner set forth in Section 2.02(a) above for the balance of
such Stockholder's then Registrable Securities (the "Second Demand
Registration"), provided that there must be included in such registration at
least the Minimum Registrable Number of shares of Registrable Securities and
there shall not be included in such registration in excess of of the Maximum
Registrable Amount. Following receipt of any notice under this Section 2.02(b),
Synetic shall (i) within five (5) business days notify the other Stockholder(s)
of such request in writing and (ii) within thirty (30) days cause to be filed
under the Securities Act a registration statement to register the resale of all
Registrable Securities that the Stockholders, given such notice, have requested
be registered and (iii) uses its reasonable best efforts to cause the
registration to be declared effective by the SEC as soon as possible.
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(c) In the event the First Demand Registration is made prior to the
expiration of the "pooling period" referred to in the affiliate letter attached
as Exhibit 5.03 to the Merger Agreement, and such pooling restrictions shall be
reasonably expected to be in effect at the time the registration statement is
declared effective by the SEC or at the time that the Stockholders resell such
Registrable Securities, then Synetic shall publicly disclose, through the filing
of a Form 8-K with the SEC or otherwise, the consolidated financial statements
of the combined operations of Synetic and Medical Manager covering a period of
at least thirty (30) days of post-merger operations.
(d) The right of any Stockholder to include its Registrable
Securities in any Demand Registration shall be conditioned upon such
Stockholder's participation in an underwritten offering and the inclusion of
such Stockholder's Registrable Securities in such underwritten offering. Such
underwriter or underwriters shall be selected by a Synetic and shall be a
nationally recognized underwriter, provided that any Stockholder shall have the
right to object to such underwriter or underwriters, so long as such right shall
not be unreasonably invoked. All Stockholders proposing to distribute
Registrable Securities shall enter into an underwriting agreement in customary
form (including, without limitation, customary indemnities) with the underwriter
or underwriters, provided that no Stockholder shall be required to make any
representations or warranties to or agreements with Synetic or the underwriters
other than representations, warranties or agreements regarding such Stockholder,
the Registrable Securities of such Stockholder and any other representations
customarily required by the underwriter or underwriters and customary in
transactions of this type. If any Stockholder of Registrable Securities
disapproves of the terms of the underwriting, such Stockholder may elect to
withdraw all of its Registrable Securities from such underwriting by written
notice to Synetic. The securities so withdrawn shall be withdrawn from
registration.
(e) Synetic shall not be obligated to effect and pay for more than a
total of two (2) Demand Registrations pursuant to this Agreement; provided that
a Demand Registration requested pursuant to this Section 2.02 shall not be
deemed to have been effected for purposes of this Section 2.02(e) unless (i) it
has been declared effective by the SEC and remains effective for the applicable
period specified in Section 3.01(a) hereof and (ii) the offering of Registrable
Securities pursuant to such registration is not subject to any stop order,
injunction or other order or requirement of the SEC (other than any such stop
order, injunction, or other requirement of the SEC prompted by any act or
omission of Stockholders of Registrable Securities).
(f) Notwithstanding any provision of this Agreement to the contrary,
in the event a Second Demand Registration is requested in accordance with this
Section 2.02, and if Synetic shall furnish to the Stockholders a certificate
signed by the Chairman of the Board of Synetic stating that in the good faith
judgment of the Board of Directors of Synetic, such Second Demand Registration
would require premature disclosure of any material corporate development or
otherwise interfere with or adversely affect any pending or proposed material
transaction involving Synetic, then Synetic's obligation to file a registration
statement pursuant to the Second Demand Registration shall be deferred for a
period not to exceed ninety (90) days.
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ARTICLE III
REGISTRATION PROCEDURES
SECTION 3.01. Filings; Information. Whenever required under Section
2.02 to file a registration statement and use its reasonable efforts to effect
the registration of any Registrable Securities:
(a) Synetic shall prepare and file with the SEC a registration
statement on any form for which Synetic then qualifies and which counsel
for Synetic shall deem appropriate and available for the sale of the
Registrable Securities to be registered thereunder and use its reasonable
efforts to cause such registration statement to become and remain
effective for the lesser of (i) the period of the distribution
contemplated thereby and (ii) thirty (30) days.
(b) Synetic shall, as expeditiously as reasonably possible, prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be
necessary to comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities covered by such
registration statement.
(c) Synetic shall, if requested, furnish to each and each managing
underwriter copies of the prospectus (including any preliminary
prospectus) included in such registration statement and each amendment or
supplement thereto (including, in each case, all exhibits thereto) as they
may reasonably request in order to facilitate the sale of the Registrable
Securities.
(d) After the filing of the registration statement, Synetic will
notify the Stockholders of any stop order issued or, to the knowledge of
Synetic, threatened to be issued, by the SEC and take all reasonable
actions required to prevent the entry of such stop order or to remove it
if entered.
(e) At any time when a prospectus relating to the sale of the
Registrable Securities is required by law to be delivered in connection
with sales of the Registrable Securities, Synetic shall deliver, as
promptly as practicable, a written notice (a "Suspension Notice") to each
of the Stockholders specifying the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities,
such prospectus will not contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading. Each Stockholder agrees that, upon
receipt of such Suspension Notice from Synetic, such Stockholder will
forthwith discontinue the offer and sale of Registrable Securities
pursuant to the registration statement covering such Registrable
Securities until receipt of the copies of
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such supplemented or amended prospectus (which shall be delivered to each
Stockholder within the Suspension Period) and, if so directed by Synetic,
the Stockholder will deliver to Synetic all copies, other than permanent
file copies then in the Stockholder's possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of
such Suspension Notice. In the event Synetic shall give such Suspension
Notice, (i) as soon as the information becomes available in a form such
that it may be included in an amendment or supplement to the prospectus,
Synetic shall use reasonable efforts to amend or supplement such
prospectus in order to set forth or reflect such event or state of facts;
it being understood that in the event that Synetic determines in good
faith that the disclosure of such information would be seriously
detrimental to Synetic or its Stockholders, Synetic shall be permitted to
delay the filing of such an amendment or supplement to the prospectus for
a period of up to ninety (90) days (but in no event shall such delay of
filing prolong the Suspension Period) and (ii) Synetic will furnish copies
of such amendment or supplement to the prospectus to the Stockholders and
Synetic shall extend the period during which such registration statement
shall be maintained effective as provided in Section 2.02 hereof by the
number of days during the period from and including the date of the giving
of such Suspension Notice to the date upon which Synetic provides to the
Stockholder such supplemented or amended prospectus.
(f) Synetic will cause all such Registrable Securities to be listed
on each securities exchange or market on which similar securities issued
by Synetic are then listed.
(g) Synetic may require each Stockholder promptly to furnish in
writing to Synetic such information as Synetic may from time to time
reasonably request or as may be legally required in connection with such
registration.
(h) Synetic shall enter into customary agreements containing
customary indemnities and take such other actions as are reasonably
required in order to expedite or facilitate the disposition of the
Registrable Securities to be so included in the registration statement.
(i) Synetic will do any and all other acts and things that may be
reasonably necessary or advisable to register or qualify for sale in such
jurisdictions the Registrable Securities owned by the Stockholders;
provided, however, that Synetic shall not be required (i) to qualify to do
business in any jurisdiction where it is not then so qualified, (ii) to
subject itself to taxation in any such jurisdiction or (iii) to consent to
general service of process in any jurisdiction where it is not then
subject to service of process.
(j) Synetic will do any and all other acts and things that may be
reasonably necessary to cooperate and assist in the marketing of the
Registrable Securities.
SECTION 3.02. Registration Expenses. In connection with the
registration rights, the Stockholders shall be responsible for any discounts,
commissions and fees of underwriters, selling brokers, dealer managers or
similar industry professionals that may be
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payable in connection with the sale of their securities and for the fees and
expenses of counsel to the Stockholders and any stock transfer tax or other tax
imposed on any Stockholders by reason of the transfer of the Synetic Common
Stock. Synetic will pay all other expenses incurred in connection with such
registration, including, but not limited to: (i) the fees and expenses of
preparing the Registration Statement, including all registration and filing fees
with the SEC, (ii) fees and expenses of compliance with securities or blue sky
laws (including the reasonable fees and disbursements of Synetic's counsel in
connection with blue sky qualification of the securities), (iii) printing
expenses, (iv) the fees and expenses incurred in connection with the listing of
the securities, (v) fees and expenses of counsel for Synetic and independent
certified public accountants for Synetic and (vi) the reasonable fees and
expenses of any additional experts retained by Synetic in connection with such
registration. Synetic shall also pay its own internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties) relating to any Demand Registration.
ARTICLE IV
INDEMNIFICATION
SECTION 4.01. Indemnification by Synetic. Synetic agrees to
indemnify and hold harmless the Stockholders from and against any and all
losses, claims, damages and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement or prospectus relating to the Registrable Securities (as amended or
supplemented if Synetic shall have furnished any amendments or supplements
thereto) or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon written information furnished to Synetic
by or on behalf of any Stockholder expressly for use in the preparation of the
Registration Statement (or any amendment thereto) or the Prospectus (or any
amendment thereto); provided, however, that the foregoing indemnity agreement
with respect to any prospectus shall not inure to the benefit of a Stockholder
if a copy of the current prospectus was not provided to a purchaser of the
Registrable Securities and such current prospectus would have cured the defect
giving rise to such loss, claim, damage or liability or for any sales occurring
after Synetic has informed the Stockholder in writing under Section 3.01(d) and
prior to the delivery by Synetic of any supplement or amendment to such
prospectus.
SECTION 4.02. Indemnification by the Stockholders. Each Stockholder
requesting or joining in a registration shall severally and not jointly
indemnify and hold harmless Synetic, each of its directors and officers, each
person, if any, who controls Synetic within the meaning of the Securities Act or
the Exchange Act, and each agent and any underwriter for Synetic (within the
meaning of the Securities Act) against any losses, claims, damages or
liabilities, joint or several, to which Synetic or any such director, officer,
controlling person, agent or underwriter may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or proceedings in respect thereof) arise out of or are based
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upon any untrue statement or alleged untrue statement of any material fact
contained in such registration statement on the effective date thereof
(including any prospectus filed under Rule 424 under the Securities Act or any
amendments or supplements thereto) or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission in such registration
statement, preliminary or final prospectus, or amendments or supplements thereto
was made, in reliance upon and in conformity with written information furnished
by or on behalf of such Stockholder expressly for use in connection with such
registration.
SECTION 4.03. Conduct of Indemnification Proceedings. Any person
entitled to indemnification hereunder will (i) give prompt notice to the
indemnifying party of any claim with respect to which it seeks indemnification
(provided, however, that the failure to give notice as provided herein shall not
relieve the indemnifying party of its obligations hereunder except to the extent
that the indemnifying party is actually prejudiced by such failure to give
notice) and (ii) unless in such indemnified party's reasonable judgment a
conflict of interest may exist between such indemnified and indemnifying parties
with respect to such claim, permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party. The
indemnified party may participate in such defense at such party's expense;
provided, however, that the indemnifying party shall pay such expense if the
indemnified party shall have reasonably concluded that there may be a conflict
between the positions of the indemnifying party and the indemnified party in
conducting the defense of any such claim or litigation therefrom. Whether or not
such defense is assumed by the indemnifying party, the indemnifying party will
not be subject to any liability for any settlement made without its consent (but
such consent will not be unreasonably withheld). No indemnifying party will
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving of the claimant or plaintiff
to such indemnified party of a release from all liability in respect to such
claim or litigation. No indemnified party shall consent to entry of any judgment
or settle any claim or litigation without the prior written consent of the
indemnifying party (which consent shall not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other such
indemnified party with respect to such claim, in which event the indemnifying
party shall be obligated to pay the fees and expenses of such counsel or
counsels.
SECTION 4.04. Contribution. In order to provide for just and
equitable contribution in circumstances in which the indemnity provision
provided for in this Section 4.04 is for any reason held to be unavailable to
the indemnified parties although applicable in accordance with its terms, the
indemnifying party shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by said indemnity
agreement incurred by the indemnified party, as incurred; provided that no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be
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entitled to contribution from any Person that was not guilty of such fraudulent
misrepresentation. The indemnifying party shall contribute to such aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
such indemnity agreement in such proportion as shall be appropriate to reflect
the relative fault of the indemnifying party, on the one hand, and of the
indemnified parties on the other hand, with respect to the statements or
omissions which resulted in such loss, liability, claim, damage or expense, or
action in respect thereof, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party, on the one hand,
and of the indemnified parties, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the indemnifying party, on the one hand, or
by or on behalf of the indemnified parties on the other, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. Synetic and the Stockholders agree that it
would not be just and equitable if contribution pursuant to this Section 4.04
were to be determined by pro rata allocation or by any other method of
allocation that does not take into account the relevant equitable
considerations.
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ARTICLE V
GENERAL PROVISIONS
SECTION 5.01. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given or made
(and shall be deemed to have been duly given or made upon receipt) by delivery
in person, by facsimile, by courier service or by registered or certified mail
(postage prepaid, return receipt requested) to the respective parties at the
following addresses (or at such other address for a party as shall be specified
in a notice given in accordance with this Section 5.01):
(a) if to Synetic:
Synetic, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
with a copy to:
Shearman & Sterling
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ O'▇. ▇▇▇▇▇▇, Esq.
(b) if to a Stockholder, to the address and numbers set forth next
to such Stockholder's signature on the signature page hereof.
with copies to:
Akerman, Senterfitt & ▇▇▇▇▇▇, P.A.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Esq.
SECTION 5.02. Transfer of Registration Rights; Assignment. The
registration rights of any Stockholder under this Agreement with respect to any
Registrable Securities are not transferable or assignable. Synetic may assign
its rights and obligations hereunder in connection with any merger of Synetic
with or into another corporation or entity or the sale of all or substantially
all the assets of Synetic to another corporation or entity, provided that the
surviving or acquiring corporation or entity shall assume all obligations of
Synetic hereunder.
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SECTION 5.03. Governing Law. This Agreement shall be governed by,
and construed in accordance with the laws of the State of Delaware.
SECTION 5.04. Consent to Jurisdiction. (a) Each of the parties
hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of
the State of Delaware and to the jurisdiction of the United States District
Court for the State of Delaware, for the purpose of any action or proceeding
arising out of or relating to this Agreement and each of the parties hereto
hereby irrevocably agrees that all claims in respect to such action or
proceeding may be heard and determined exclusively in any Delaware state or
federal court. Each of parties hereto agrees that a final judgment in any action
or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.
(b) Each of the parties hereto irrevocably consents to the service
of the summons and complaint and any other process in any other action or
proceeding relating to the transactions contemplated by this Agreement, on
behalf of itself or its property, by personal delivery of copies of such process
to such party. Nothing in this Section 5.04 shall affect the right of any party
to serve legal process in any other manner permitted by law.
SECTION 5.05. Headings. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.
SECTION 5.06. Entire Agreement. This Agreement constitutes the
entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among
the parties, or any of them, with respect to the subject matter hereof.
SECTION 5.07. Further Assurances. Each party shall provide (at the
expense of the requesting party) such further documents or instruments
reasonably requested by any other party as may be necessary or desirable to
effect the purpose and intention of this Agreement and carry out its provisions,
whether before or after its termination.
SECTION 5.08. Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed and delivered shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
SECTION 5.09. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of Law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the terms of this Agreement is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as
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possible in a mutually acceptable manner in order that the terms of this
Agreement be consummated as originally contemplated to the fullest extent
possible.
SECTION 5.10. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE PARTIES HERETO IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.
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IN WITNESS WHEREOF, Synetic, Inc. and the Stockholders have caused
this Agreement to be executed and delivered as of the date first written above.
SYNETIC, INC., a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. Love
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Name: ▇▇▇▇▇ ▇. Love
Title: EVP
Addresses: STOCKHOLDERS:
c/o Medical Manager Corporation
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
c/o Medical Manager Corporation
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
c/o Medical Manager Corporation
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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SCHEDULE A
REGISTRABLE SECURITIES OF EACH Stockholder
Stockholder Registrable Securities
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