EXTENSION GUARANTY WARRANT
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No. W-_____ Warrant to Purchase Shares
of Common Stock (subject
to adjustment)
ALLSCRIPS PHARMACEUTICALS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS
THIS CERTIFIES THAT, for value received, ____________________ or its
assigns is entitled to subscribe for and purchase during the period specified in
this Warrant, _____ (subject to adjustment as hereinafter provided) fully paid
and non-assessable Common Shares, par value $.01 per share (the "Common"), of
ALLSCRIPS PHARMACEUTICALS, INC., an Illinois corporation (the "Corporation"), at
the price of $1.25 per share, subject, however, to the provisions and upon the
terms and conditions hereinafter set forth.
1. Duration. The right to subscribe for and purchase shares of Common of
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the Corporation represented hereby shall expire at 5:00 P.M., Central Standard
Time, on September 30, 1999. The Corporation shall give 30 days' written notice
to the Holder of this Warrant to the effect that such right will expire on
September 30, 1999. If, on such expiration date, the Corporation is then
required, pursuant to an effective request therefor, to effect, or is in the
process of effecting, a registration under the Securities Act for an
underwritten public offering in which shares of Warrant Stock are, pursuant to
the Registration Agreement, entitled to be included, or if the Corporation is in
default of any obligation created by Sections 2 and 3 of the Registration
Agreement or of any of its obligations under the Agreement regarding the
transfer of this Warrant or of any Warrant Stock or the registration of any
Warrant Stock, or is in default of any obligation created by (i) Sections 5.1.1,
5.1.4(i), 5.1.8 or 5.1.9 of the Agreement, (ii) Sections 5.1.4(b) or (c) of the
Agreement, if the Holder of this Warrant gives written notice to the Corporation
that the Corporation is in default under such provisions, or (iii) Sections
5.1.2 or 5.1.3 of the Agreement if such default has a material adverse effect on
the business or financial condition of the Company, said right to subscribe for
and purchase shares of Common shall expire at 5:00 P.M., Central Standard Time
on the later of (i) the 30th day following the date on which such registration
shall have become effective (but in no event longer than 180 days beyond the
date this Warrant would have expired) or (ii) on the 30th day following the date
all of such breaches have been cured, as the case may be.
2. Method of Exercise; Payment; Issuance of New Warrant; Transfer and
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Exchange. The purchase right represented by this Warrant may be exercised at
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any time prior to expiration.
The Holder hereof may exercise this Warrant, in whole or in part, by the
surrender of this Warrant (with the subscription form attached hereto duly
executed) at the principal office of the Corporation, and by the payment to the
Corporation of the then applicable Warrant Price for the
shares being purchased upon such exercise by certified or official bank check or
by surrender to the Corporation of additional Warrants. Any Warrant so
surrendered shall be valued at an amount equal to the excess of the Fair Market
Value thereof over the Warrant Price, in each case determined as of the date of
surrender. In the event of any exercise of the rights represented by this
Warrant, (i) stock certificates for the shares of Common so purchased shall be
delivered to the Holder hereof forthwith, and unless this Warrant has expired, a
new Warrant representing the number of shares, if any, with respect to which
this Warrant shall not then have been exercised or surrendered as consideration
or partial consideration for the exercise of this Warrant shall also be
delivered to the Holder hereof forthwith, and (ii) stock certificates for the
shares of Common so purchased shall be dated the date of exercise of this
Warrant, and the Holder exercising this Warrant shall be deemed for all purposes
to be the Holder of the shares of Common so purchased as of the date of such
exercise. This Warrant may not be transferred, in whole or in part, except by
means of (i) a transfer made in accordance with Section 6.2 of the Agreement, or
(ii) a transfer exempt from registration under the Securities Act permitted
under and made in conformance with Section 6.4 of the Agreement or (iii) a
transfer to an underwriter made in accordance with Section 9 of the Registration
Agreement. This Warrant, if so permitted to be transferred, may be transferred
on the books of the Corporation by the Holder hereof in person or by duly
authorized attorney, upon surrender of this Warrant at the principal office of
the Corporation, properly endorsed and upon payment of any necessary transfer
tax or other governmental charge imposed upon such transfer.
This Warrant is exchangeable at the aforesaid principal office of the
Corporation for Warrants for the purchase of the same aggregate number of shares
of Common, each new Warrant to represent the right to purchase such number of
shares of Common as the Holder hereof shall designate at the time of such
exchange. All Warrants issued on transfers or exchanges shall be dated the date
hereof and shall be identical with this Warrant except as to the number of
shares of Common issuable pursuant hereto.
3. Stock Fully Paid; Reservation of Shares. The Corporation covenants
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and agrees that all shares of Common which may be issued upon the exercise of
the rights represented by this Warrant shall, upon issuance, be fully paid and
non-assessable and free from all taxes, liens and charges with respect to
issuance. The Corporation further covenants and agrees that during the period
within which the rights represented by this Warrant may be exercised, the
Corporation shall at all times have authorized and reserved for the purpose of
the issue upon exercise of the subscription rights evidenced by this Warrant a
sufficient number of shares of Common to provide for the exercise of the rights
represented by this Warrant. If the Warrant Price is at any time less than the
par value of the Common or if the Warrant at any time is exercisable by its
delivery alone and without payment of any additional consideration, the
Corporation also covenants and agrees to cause to be taken such action (whether
by lowering the par value of the Common, the conversion of the Common from par
value to no par value, or otherwise) as will permit the exercise of this
Warrant, without any additional payment by the Holder hereof (other than payment
of the Warrant Price, if any, and applicable transfer taxes, if any), and the
issuance of the Common, which Common, upon issuance, will be fully paid and non-
assessable.
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4. Adjustment of Purchase Price and Number of Shares. The number of
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shares of Common purchasable upon the exercise of this Warrant and the payment
of the Warrant Price shall be subject to adjustment from time to time upon the
happening of certain events after the date hereof as follows:
(a) Reclassification, Consolidation or Merger. In case of any
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reclassification or change of outstanding Common issuable upon exercise of
this Warrant, or in case of any consolidation or merger of the Corporation
with or into another corporation which does not constitute a liquidation
under the Preferred Resolutions, this Warrant shall, without payment of
additional consideration therefor, be deemed modified so as to provide that
upon the exercise hereof, the Holder of this Warrant shall procure, in lieu
of each share of Common theretofore issuable upon such exercise, the kind
and amount of shares of Stock, other securities, money and property
receivable upon such reclassification, change, consolidation or merger by
the Holder of one share of Common issuable upon exercise of the Warrant had
such exercise occurred immediately prior to such reclassification, change,
consolidation or merger. Such new Warrant shall be deemed to provide for
adjustments which shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Section 4. The provisions of this
subsection (a) shall similarly apply to successive reclassifications,
changes, consolidations and mergers.
(b) Subdivision or Combination of Shares. If the Corporation, at any
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time while this Warrant is outstanding, shall subdivide or combine its
Common, the Warrant Price (and the Dilution Price) shall be proportionately
reduced, in case of subdivision of shares, as of the effective date of such
subdivision, or if the Corporation shall take a record of Holders of its
Common for the purpose of a subdividing, as of such record date, whichever
is earlier, or shall be proportionately increased, in the case of
combination of shares, as at the effective date of such combination or, if
the Corporation shall take a record of Holders of its Common for the
purpose of so combining, as of such record date, whichever is earlier.
(c) Certain Dividends and Distributions. If the Corporation, at any
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time while this Warrant is outstanding, shall:
(i) Stock Dividends. Pay a dividend payable in, effect a split-
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up of, or make any other distribution of, Common, the Warrant Price
(and the Dilution Price) shall be adjusted, as of the date the
Corporation shall take a record of the Holders of its Common, for the
purpose of receiving such dividend, stock split-up or other
distribution (or if no such record is taken, as of the date of such
payment, stock split or other distribution), to that price determined
by multiplying the Warrant Price (and the Dilution Price) in effect
immediately prior to such record date (or if no such record is taken,
then immediately prior to such payment or other distribution), by a
fraction (1) the numerator of which shall be the total number of
shares of Common outstanding immediately prior to such dividend, stock
split or distribution, and (2) the denominator of which shall be the
total
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number of shares of Common outstanding immediately after such
dividend, stock split or distribution (plus in the event that the
Corporation paid cash for fractional shares, the number of additional
shares which would have been outstanding had the Corporation issued
fractional shares in connection with said dividend, stock split or
distribution).
(ii) Liquidating Dividends, etc. Make a distribution of its
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assets to the Holders of its Common as a dividend in liquidation or
partial liquidation or by way of return of capital or other than as a
dividend payable out of funds legally available for dividends under
the laws of the State of Illinois, the Holder of the Warrant shall,
upon exercise, be entitled to receive, in addition to the number of
shares of Common receivable thereupon, and without payment of any
consideration therefor, a sum equal to the value of such assets as
would have been distributable to them as owners of that number of
shares of Common of the Corporation receivable by exercise of this
Warrant, had such Holder been the Holder of record of such Common on
the record date for such distribution; and any appropriate provision
therefor shall be made a part of any such distribution.
(d) Issuance of Additional Shares of Common. Prior to the completion
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of an Initial Public Offering, if the Corporation, at any time while this
Warrant is outstanding, issues any Additional Shares of Common for a
consideration per share of Common of less than the Dilution Price in effect
immediately prior to the issuance, then, upon each such issuance, the
Warrant Price shall be reduced by the product of (i) the Warrant Price then
in effect and (ii) a fraction, the numerator of which is the amount by
which the Dilution Price in effect immediately prior to the issuance
exceeds the Dilution Price in effect immediately after the issuance and the
denominator or which is the Dilution Price in effect immediately prior to
the issuance; provided, however, that the Warrant Price shall not be
reduced below $.01.
The provisions of this subsection 4(d) shall not apply under any of
the circumstances for which an adjustment is provided in subsections 4(a),
(b) or (c) hereof. No adjustment of the Warrant Price shall be made under
this subsection 4(d) upon the issuance of any Additional Shares of Common
which are issued pursuant to any Common Stock Equivalent if, upon the
issuance or amendment of any such Common Stock Equivalent (i) any such
adjustment shall previously have been made pursuant to subsection 4(e)
hereof or (ii) no adjustment was required pursuant to subsection 4(e)
hereof.
(e) Issuance of Common Stock Equivalents. Prior to an Initial Public
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Offering, if the Corporation, at any time while this Warrant is
outstanding, shall issue any Common Stock Equivalent and the price per
share for which Additional Shares of Common may be issuable thereafter
pursuant to such Common Stock Equivalent shall be less than the Dilution
Price then in effect, or if, after any such issuance, the price per share
for which Additional Shares of Common may be issuable thereafter is
amended, and such price, as so amended, shall be less than the Dilution
Price at the time of such
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amendment, then the Warrant Price upon each such issuance or amendment
shall be adjusted as provided in subsection (d) of this Section 4, on the
basis that (1) the Additional Shares of Common issuable pursuant to such
Common Stock Equivalents shall be deemed to have been issued as of the
earlier of (A) the date on which the Corporation shall enter into a firm
contract for the issuance of such Common Stock Equivalent, or (B) the date
of actual issuance of such Common Stock Equivalent, and (2) the
consideration for such Additional Shares of Common shall be deemed to be
the minimum consideration received and receivable by the Corporation for
the issuance of such Additional Shares of Common pursuant to such Common
Stock Equivalent. No adjustment of the Warrant Price shall be made under
this subsection (e) upon the issuance of any Convertible Security which is
issued pursuant to the exercise of any warrants or other subscription or
purchase rights therefor, if any adjustment shall previously have been made
in the Warrant Price then in effect upon the issuance of such warrants or
other rights pursuant to this subsection (e).
(f) [Intentionally Omitted]
(g) Other Provisions Applicable to Adjustments Under This Section 4.
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The following provisions shall be applicable to the making of adjustments
in the Warrant Price (and the Dilution Price) hereinbefore provided in this
Section 4:
(i) Computation of Consideration. The consideration received by
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the Corporation shall be deemed to be the following: to the extent
that any Additional Shares of Common or any Common Stock Equivalents
shall be issued for a cash consideration, the consideration received
by the Corporation therefor, or, if such Additional Shares of Common
or Common Stock Equivalents are offered by the Corporation for
subscription, the subscription price, or if such Additional Shares of
Common or Common Stock Equivalents are sold to underwriters or dealers
for public offering without a subscription offering, the initial
public offering price, in each such case excluding any amounts paid or
receivable for accrued interest or accrued dividends and without
deduction of any compensation, discounts, commissions, or expenses
paid or incurred by the Corporation for and in the underwriting of, or
otherwise in connection with, the issue thereof; to the extent that
such issuance shall be for a consideration other than cash, then,
except as herein otherwise expressly provided, the consideration
received by the Corporation shall be the fair market value of such
consideration at the time of such issuance as determined in good faith
by the Board. The consideration for any Additional Shares of Common
issuable pursuant to any Common Stock Equivalent shall be the
consideration received by the Corporation for issuing such Common
Stock Equivalents, plus the additional consideration payable to the
Corporation upon the exercise, conversion or exchange of such Common
Stock Equivalents. In case of the issuance at any time of any
Additional Shares of Common or Common Stock Equivalents in payment or
satisfaction of any dividend upon any class of Stock other than
Common, the Corporation shall be deemed to have received for such
Additional Shares of Common or Common
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Stock Equivalents a consideration equal to the amount of such dividend
so paid or satisfied. In any case in which the consideration to be
received or paid shall be other than cash, the Board shall notify the
Holder of this Warrant of its determination of the fair market value
of such consideration prior to payment or accepting receipt thereof.
If, within ten days after receipt of said notice, the Holders of
Warrants exercisable for at least a majority of Warrant Stock then
unissued shall notify the Board in writing of their objection to such
determination, a determination of fair market value of such
consideration shall be made by arbitration in accordance with the
Rules of the American Arbitration Association, by an arbitrator in the
City of Chicago, Illinois.
(ii) Readjustment of Warrant Price. Upon the expiration of the
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right to convert, exchange or exercise any Common Stock Equivalents
the issuance of which effected an adjustment in the Warrant Price, if
none of such Common Stock Equivalents shall have been converted,
exercised or exchanged the Warrant Price (and the Dilution Price)
shall forthwith be readjusted and thereafter be the price which it
would have been (but reflecting any other adjustments in the Warrant
Price (and the Dilution Price) made pursuant to the provisions of this
Section 4 after the issuance of such Common Stock Equivalent) had an
adjustment of the Warrant Price (and the Dilution Price) not been
effected as a result of the issuance of such Common Stock Equivalents.
(h) Certain Events. If, after the date hereof, any event occurs of
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the type contemplated by this Section 4 but not expressly provided for by
such provisions (including, without limitation, the granting of stock
appreciation rights, phantom stock rights or other rights with equity
features), then the Board shall make an appropriate adjustment in the
Warrant Price (and the Dilution Price) so as to protect the rights of the
Holder of this Warrant; provided that no such adjustment shall increase the
Warrant Price (or the Dilution Price) as otherwise determined pursuant to
this Section 4.
(i) Adjustment of Number of Shares. Upon each adjustment in the
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Warrant Price pursuant to any provision of this Section 4, the number of
shares of Common purchasable hereunder shall be adjusted, to the nearest
one hundredth of a whole share, to the product obtained by multiplying such
number of shares purchasable immediately prior to such adjustment in the
Warrant Price by a fraction, the numerator of which shall be the Warrant
Price immediately prior to such adjustment and the denominator of which
shall be the Warrant Price immediately thereafter. If the Corporation
shall be in default under the agreement contained in the last sentence of
Section 3 hereof so that applicable law prevents the issuance of shares at
the Warrant Price adjusted in accordance with this Section 4, the
adjustment of shares provided in the foregoing sentence shall nonetheless
be made and the Holder of this Warrant shall be entitled to purchase such
greater number of shares at the lowest price at which this Warrant may then
be exercised. Such exercise shall not constitute a waiver of any claim
arising against the Corporation by reason of its default under the
agreement contained in the last sentence of Section 3 of this Warrant.
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5. Notice of Adjustments. Whenever the Warrant Price shall be adjusted
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pursuant to Section 4 hereof, the Corporation shall make a certificate signed by
its President or a Vice President and by its Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated (including a description of the basis on which the
Board made any determination hereunder), and the Warrant Price after giving
effect to such adjustment, and shall cause copies of such certificate to be
mailed (by first class mail, postage prepaid) to the Holder of this Warrant
promptly after each adjustment.
6. Fractional Shares and Rounding. No fractional shares of Common shall
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be issued in connection with any exercise hereof, but in lieu of such fractional
shares, the Corporation shall make a cash payment therefor equal in amount to
the product of the applicable fraction multiplied by the amount by which the
Fair Market Value of a share of Common exceeds the Warrant Price then in effect.
All computations in connection with the calculation of the Dilution Price and
the adjustment of the Warrant Price shall be rounded to the fourth decimal
place.
7. Definitions. For the purposes of this Warrant, the following terms
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have the following meanings:
"Additional Shares of Common" shall have the meaning given such term
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in the Series G Resolution, as such Resolution may hereafter be amended
and/or amended and restated.
"Agreement" shall mean the Warrant Purchase Agreement dated as of
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September __, 1994 between the Corporation and Allstate Insurance Company.
"Common" shall mean the Corporation's Common Stock, par value $.01 per
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share, and any Stock into which such Common Stock may hereafter be changed.
"Common Stock Equivalent" shall mean any Convertible Security or
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warrant, option or other right to subscribe for or purchase any Additional
Shares of Common or any Convertible Security.
"Convertible Securities" shall mean evidences of indebtedness, shares
----------------------
of Stock or other Securities which are or may be at any time convertible
into or exchangeable for Additional Shares of Common. The term
"Convertible Security" shall mean one of the Convertible Securities.
"Corporation" shall mean Allscrips Pharmaceuticals, Inc., an Illinois
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corporation, and all successor corporations thereof.
"Dilution Price" shall mean (A) initially $0.4907, (B) after each
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issuance after the date hereof by the Corporation of Additional Shares of
Common or Common Stock Equivalents (other than subdivisions of shares,
dividends, stock split-ups and other distributions, provision for all of
which is made in (C) below) at a price (or deemed price)
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lower than the Dilution Price then in effect, the Dilution Price prior to
such issuance, reduced by the full amount by which the Dilution Price then
in effect exceeds the issue price per share of Common issued or deemed to
be issued, provided, however, that no adjustment of the Dilution Price
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shall be made upon the issuance of any Additional Shares of Common issued
pursuant to a Common Stock Equivalent, the issuance of which previously
caused an adjustment of the Dilution Price, and (C) after each adjustment
after the date hereof to Warrant Price pursuant to Section 4(b) or 4(c)(i)
hereof, the adjusted Dilution Price as provided in such Sections, subject
additionally to the computation considerations and the adjustments that are
applicable to determining Warrant Price and Dilution Price as set forth in
Sections 4(g) and 4(h) hereof.
"Fair Market Value" shall mean if the Corporation's Common is traded
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on an established market which reports last sale information, the price of
the Common that may be purchased upon the exercise of a Warrant surrendered
in full or partial payment of the Warrant Price payable upon the exercise
of this Warrant as of the close on the date such Warrant is so surrendered
(or if no sales occurred that day the most recent day sales occurred
preceding such surrender); if the Corporation's Common is quoted in the
National Association of Securities Dealers Automated Quotation System (but
not of a nature for which last sale information is available) ("NASDAQ"),
the highest independent bid on the date such Warrant is surrendered; or if
the Corporation's Common is publicly held but not traded on an established
market which reports last sale information or quoted in NASDAQ, the fair
market value of such Common as determined by the Board of Directors in good
faith and in their sole discretion. If the Common is not publicly held,
Fair Market Value shall mean that value that the Board of Directors shall
have determined as the fair market value in connection with the most recent
grant of options within the last six months preceding the date of exercise.
In the event that no such determination shall have been made within the
last six months preceding the date of exercise, Fair Market Value shall be
determined by the Board of Directors in good faith and in its sole
discretion.
"Holders" shall mean the Persons who shall from time to time, own of
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record any Security. The term "Holder" shall mean one of the Holders.
"Initial Public Offering" shall mean a firm commitment underwritten
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public offering of Common registered under the Securities Act (i) with the
per share price to the public equal to at least $5.00 and (ii) in which the
Corporation receives proceeds net of all costs, expenses and underwriting
discounts and commissions of not less than $6,000,000 (including proceeds
received by the Corporation upon exercise of any over-allotment option by
the underwriters), in each case as determined by the amounts set forth on
the cover page of the prospectus for such offering.
"Person" shall mean an individual, corporation, partnership, trust,
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unincorporated organization or government organization or an agency or
political subdivision thereof.
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"Preferred Resolutions" shall mean the board resolutions of the
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Corporation fixing and determining the terms of the Series A Preferred,
Series B Preferred, Series C Preferred, Series D Preferred, Series F
Preferred, Series G Preferred and Series H Preferred.
"Property" shall mean any interest in any kind of property or asset,
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whether real, personal or mixed, or tangible or intangible.
"Registration Agreement" shall mean the Tenth Restated Registration
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Agreement, dated as of September __, 1994, between the Corporation and
those shareholders listed on the Schedules thereto, as such agreement may
be amended, amended and restated and/or redesignated from time to time.
"Securities" shall mean any debt or equity securities of the
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Corporation, whether now or hereafter authorized, and any instrument
convertible into or exchangeable for Securities or a Security. "Security"
shall mean one of the Securities.
"Securities Act" shall mean the Securities Act of 1933, as amended.
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"Series A Preferred" shall mean the Corporation's Series A Convertible
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Preferred Stock, $1.00 par value, and any Stock into which such Stock may
hereafter be changed, other than by exercise of the conversion right of
such Stock.
"Series B Preferred" shall mean the Corporation's Series B Convertible
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Preferred Stock, $1.00 par value, and any Stock into which such Stock may
hereafter be changed, other than by exercise of the conversion right of
such Stock.
"Series C Preferred" shall mean the Corporation's Series C Senior
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Convertible Preferred Stock, $1.00 par value, and any Stock into which such
Stock may hereafter be changed other than by exercise of the conversion
right of such Stock.
"Series D Preferred" shall mean the Corporation's Series D Senior
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Convertible Preferred, $1.00 par value, and any Stock into which such Stock
may hereafter be changed other than by exercise of the conversion right of
such Stock.
"Series F Preferred" shall mean the Corporation's Series F Senior
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Convertible Preferred Stock, $1.00 par value, and any Stock into which such
Stock may hereafter be changed other than by the exercise of the conversion
right of such Stock.
"Series G Preferred" shall mean the Corporation's Super Senior
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Convertible Preferred Stock, $1.00 par value, and any Stock into which such
Stock may hereafter be changed other than by the exercise of the conversion
right of such Stock.
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"Series G Resolution" shall mean the Resolution Fixing and Determining
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the Terms of the Series G Super Senior Convertible Preferred Stock of
Allscrips Pharmaceuticals, Inc.
"Series H Preferred" shall mean the Corporation's Superior Senior
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Preferred Stock, $1.00 par value, and any Stock into which such Stock may
hereafter be changed.
"Stock" shall include any and all shares, interests or other
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equivalents (however designated) of, or participations, in corporate stock.
"Stock Restriction Agreements" shall mean (i) any agreement in
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existence on the date hereof (or entered into after the date hereof, if
approved by the Board) between the Corporation and an employee, consultant,
director, officer or agent or former employee, consultant, director,
officer or agent of the Corporation or a Subsidiary or (ii) those certain
agreements between the Corporation and Direct Pharmaceuticals Corporation,
the Corporation and Mailscripts, Inc., the Corporation and ISP
Pharmaceuticals, Inc. and any transferee or subsequent holder of such
shares, under the terms of each of which the Corporation is permitted or
obligated to purchase Securities from such Person in connection with his
offering the Securities to another Person or the termination of his
relationship with the Corporation or a Subsidiary.
"Subsidiary" shall mean any corporation more than 50% of whose
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outstanding Voting Stock shall at the time be owned directly or indirectly
by the Corporation or by one or more Subsidiaries or by the Corporation and
one or more Subsidiaries.
"Voting Stock," as applied to the Stock of any corporation, shall mean
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Stock of any class or classes (however designated) having ordinary voting
power for the election of a majority of the members of the Board of
Directors (or other governing body) of such corporation, other than Stock
having such power only by reason of the happening of a contingency.
"Warrant" shall mean this Warrant.
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"Warrants" shall mean the Warrants issued pursuant to the Agreement.
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"Warrant Price" shall mean the price specified in the first paragraph
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of this Warrant and such other prices as shall result from the adjustments
specified in Section 4 hereof.
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"Warrant Stock" shall mean Common issued upon exercise of any Warrant
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or Warrants.
Dated: September __, 1994 ALLSCRIPS PHARMACEUTICALS, INC.
By ________________________________
President
ATTEST:
_______________________________
Secretary
This Warrant has not been registered under the Securities Act of 1933.
Thus, notwithstanding any other provisions contained herein, no transfer,
hypothecation or other disposition of this Warrant or of the Common issuable
upon exercise of this Warrant, or of any interest in either thereof, including
any exercise of this Warrant in favor of any Person other than the Holder
hereof, shall be valid or effective unless registered under the Securities Act
of 1933 or unless an exemption from such registration is available, and until
the conditions specified in the Agreement have been fulfilled. A copy of the
Agreement is on file and may be inspected at the principal office of the
Corporation. Under certain circumstances specified in the Agreement, the
Corporation has agreed to deliver to the Holder hereof a new Warrant, not
bearing this legend, registered in the name of such Holder.
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SUBSCRIPTION
ALLSCRIPS PHARMACEUTICALS, INC.
The undersigned ____________, pursuant to the provisions of the within
Warrant, hereby elects to purchase ____________ shares of Common of ALLSCRIPS
PHARMACEUTICALS, INC. covered by the within Warrant.
Dated:___________________ Signature ____________________________
Address ____________________________
ASSIGNMENT
FOR VALUE RECEIVED _____________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named Corporation.
_____________________________________
Dated: ___________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED _____________ hereby sells, assigns and transfers unto
_______________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant with all rights therein, and does irrevocably
constitute and appoint ____________, attorney, to transfer that part of the said
Warrant on the books of the within named Corporation.
_____________________________________
Dated: __________________
FOR USE BY THE CORPORATION ONLY:
This Warrant No. W-______ cancelled (or transferred or exchanged) this ____ day
of ________, 19__, ________ shares of Common issued therefor in the name of
__________ No. W-_______ issued for ________ shares of Common in the name of
_________.
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