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 10th, 2010 • Misys PLC • 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”).
EXTENSION AND AMENDMENT AGREEMENT TO THE SHARED SERVICES AGREEMENTShared Services Agreement • June 10th, 2010 • Misys PLC • Services-computer integrated systems design
This Extension and Amendment Agreement to the Shared Services Agreement (this “Amendment”) dated as of June ___, 2010 and effective from end of the Initial Service Period (the “Amendment Effective Date”) is by and between Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (“Allscripts”), and Misys plc, a public limited company incorporated under the laws of England and Wales (“Misys”).
FRAMEWORK AGREEMENT by and between MISYS PLC and ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC. dated as of June 9, 2010Framework Agreement • June 10th, 2010 • Misys PLC • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2010 (this “Agreement”), among Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (“Parent”), Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Eclipsys Corporation, a Delaware corporation (the “Company”) (Merger Sub and the Company being hereinafter collectively referred to as the “Constituent Corporations”). Certain capitalized terms are defined in Article IX and other capitalized terms used in this Agreement are defined in the Sections of this Agreement where such terms first appear.
AMENDMENT AND RESTATEMENT AGREEMENT dated 5 March 2010 for MISYS PLC with HSBC BANK PLC acting as Agent RELATING TO A FACILITY AGREEMENT DATED 26 May 2009 Ref: L-162358 Linklaters LLPAmendment and Restatement Agreement • June 10th, 2010 • Misys PLC • Services-computer integrated systems design • London
REGISTRATION RIGHTS AGREEMENT JUNE 9, 2010 by and among MISYS PLC, KAPITI LIMITED, ACT SIGMEX LIMITED, and ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC.Registration Rights Agreement • June 10th, 2010 • Misys PLC • Services-computer integrated systems design • Manchester
elects, a repurchase by Arsenal from Kapiti and ACTS of the Contingent Repurchase Shares (as defined in the Framework Agreement).
AMENDED AND RESTATED RELATIONSHIP AGREEMENT by and between MISYS PLC and ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC. dated as of [•], 2010Relationship Agreement • June 10th, 2010 • Misys PLC • Services-computer integrated systems design
Dear Sirs,£210,000,000 Term and Multicurrency Revolving Credit Facilities Agreement • June 10th, 2010 • Misys PLC • Services-computer integrated systems design • London
£210,000,000 term and multicurrency revolving credit facilities agreement dated 26 May 2009 as amended on 23 June 2009 and 5 March 2010 (the Agreement) between, amongst others, Misys plc (the Company), various lenders as specified in Part II of Schedule 1 to the Agreement, HSBC Bank plc as agent (the Agent) and HSBC Corporate Trustee Company (UK) Limited as security agent (the Security Agent)
ValueAct Letterhead]Framework Agreement • June 10th, 2010 • Misys PLC • Services-computer integrated systems design
We refer to a proposed disposal (the “Disposal”), to be effected pursuant to the Framework Agreement, dated as of the date hereof, between Misys plc, a public limited company incorporated under the laws of England and Wales with registered number 01360027 (the “Company”) and Allscripts-Misys Healthcare Solutions, Inc. (“Arsenal”, a Delaware corporation (the “Framework Agreement”), details of which will be set out in the circular to be sent by the Company to its shareholders (the “Shareholder Circular”).
TRANSITIONAL SERVICES AGREEMENT by and between MISYS PLC and ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC dated as of [•], 2010Transitional Services Agreement • June 10th, 2010 • Misys PLC • Services-computer integrated systems design • New York
THIS TRANSITIONAL SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2010, between Misys plc, a public limited company incorporated under the laws of England and Wales (“Manchester”), and Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (“Arsenal”).
