Common use of Repurchase Procedure Clause in Contracts

Repurchase Procedure. (a) By no later than 6:00 P.M. Eastern Time on the Business Day immediately preceding each Misys Repurchase Date, Allscripts shall provide to Misys a completed calculation chart in the form of Exhibit A hereto (the “Repurchase Calculation Chart”) indicating the date, amount and pricing of all purchases of shares of Allscripts Common Stock from Other Holders in the relevant Repurchase Period and the calculations performed to determine the Misys Repurchased Shares Price and the number of Misys Repurchased Shares. Each Repurchase Calculation Chart shall be delivered to Misys pursuant to the notice provisions in Section 5.2 with separate copies to be sent by electronic mail to the following individuals at the corresponding electronic mail addresses below as well as such other individuals at such electronic mail addresses as Misys may request: (i) ▇▇▇▇▇ ▇▇▇▇▇, acting Chief Financial Officer (▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇.▇▇▇); and (ii) Glyn Fullelove, Vice-President for Tax and Treasury (▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇). (b) By 9:30 A.M. Eastern Time on the Misys Repurchase Date, Misys shall deliver to Allscripts (i) wire transfer instructions for the Misys Repurchased Share Price and (ii) the stock certificates, duly endorsed or accompanied by a duly endorsed stock power, representing such Misys Repurchased Shares, if such shares are in physical form or, if in book entry, appropriate transfer instructions to the transfer agent. Promptly after receipt of such wire transfer instructions and stock certificates, Allscripts shall transfer the Misys Repurchased Shares Price in immediately available funds to the account designated by Misys. It is the intent of the parties that all actions contemplated by this Section 2.2(b) are to be completed by the end of the Misys Repurchase Date. (c) The Misys Repurchased Shares Price to be determined on any Misys Repurchase Date shall be an amount equal to (i) the number of Misys Repurchased Shares on such date multiplied by (ii) the volume average weighted purchase price paid by Allscripts for all Other Repurchased Shares purchased by Allscripts during the Repurchase Period immediately prior to the Misys Repurchase Date without deduction for any commissions, fees or other costs and expenses related to such purchases. (d) Allscripts shall direct its transfer agent to either (a) issue new stock certificates to Misys UK Holdings and Misys US Holdings representing the number of shares of Allscripts common stock owned by Misys UK Holdings and Misys US Holdings after such Misys Repurchase Date, such certificates to contain the same restrictive legends as in effect on the date hereof, or (b) if Misys UK Holdings or Misys US Holdings hold their shares in book entry form, to update the share register to reflect the number of shares of Allscripts common stock owned by Misys UK Holdings or Misys US Holdings after such Misys Repurchase Date.

Repurchase Procedure. (a) By no later than 6:00 P.M. Eastern Time If, pursuant to Section 5.1(a), Seller is required to repurchase any Loan, then, on the Business Day immediately preceding each Misys Repurchase Date, Allscripts shall provide to Misys a completed calculation chart in the form of Exhibit A hereto (the “Repurchase Calculation Chart”) indicating the repurchase date, amount and pricing of all purchases of shares of Allscripts Common Stock from Other Holders in the relevant Repurchase Period and the calculations performed to determine the Misys Repurchased Shares Price and the number of Misys Repurchased Shares. Each Repurchase Calculation Chart shall be delivered to Misys pursuant to the notice provisions in Section 5.2 with separate copies to be sent by electronic mail to the following individuals at the corresponding electronic mail addresses below as well as such other individuals at such electronic mail addresses as Misys may request: (i) ▇▇▇▇▇ ▇▇▇▇▇Seller shall pay to Buyer, acting Chief Financial Officer in immediately available funds, the repurchase price as follows: (▇▇▇▇▇1) the Allocated Loan Price for such Loan, (2) minus any collections (including, but not limited to, the proceeds of any insurance policy and the awards from any condemnation proceedings) received with respect to the Loan since the Closing Date, (3) minus the amount held by Buyer in any escrow account, (4) plus an amount equal to the interest accrued on the Loan from the date which interest is paid to at the time of repurchase through the repurchase date.▇▇▇▇▇@▇▇▇▇▇.▇▇▇); and (ii) Glyn FulleloveBuyer shall deliver to Seller all originals and copies of the Note(s) and any other Collateral Documents, Viceand related files and any other transfer documents or other documents that were delivered to Buyer pursuant to this Agreement regarding such Note(s), together with any addenda, exhibits and schedules thereto and together with any post-President for Tax closing correspondence and Treasury (▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇)documents. (biii) By 9:30 A.M. Eastern Time on With respect to each such Note, Buyer shall endorse, transfer, convey or assign to Seller the Misys Repurchase Date, Misys shall deliver Note and Collateral Documents in the same manner as such Note and the associated Collateral Documents was transferred and assigned from Seller to Allscripts (i) wire transfer instructions for Buyer by documentation in the Misys Repurchased Share Price and (ii) the stock certificates, duly endorsed or accompanied by a duly endorsed stock power, representing such Misys Repurchased Shares, if such shares are in physical same form or, if in book entry, appropriate transfer instructions as that delivered from Seller to the transfer agent. Promptly after receipt of such wire transfer instructions and stock certificates, Allscripts shall transfer the Misys Repurchased Shares Price in immediately available funds to the account designated by Misys. It is the intent of the parties that all actions contemplated by this Section 2.2(b) are to be completed by the end of the Misys Repurchase DateBuyer. (civ) The Misys Repurchased Shares Price to be determined on any Misys Repurchase Date Seller shall be an amount equal to (i) the number of Misys Repurchased Shares on such date multiplied by (ii) the volume average weighted purchase price paid by Allscripts for responsible for, and shall pay when due and payable, all Other Repurchased Shares purchased by Allscripts during the Repurchase Period immediately prior transfer, filing and recording fees and taxes, costs and expenses, and any state or county documentary taxes, if any, with respect to the Misys Repurchase Date without deduction filing or recording of any document or instrument contemplated hereby in connection with such repurchase, and shall be responsible for recording any commissions, fees or other costs and expenses related to documents evidencing the transfers contemplated in connection with such purchasesrepurchase. (dv) Allscripts After repurchase hereunder, Buyer shall direct its transfer agent immediately endorse, assign over and deliver to either (a) issue new stock certificates to Misys UK Holdings Seller any and Misys US Holdings representing the number all payments received from or on behalf of shares of Allscripts common stock owned by Misys UK Holdings and Misys US Holdings after such Misys Repurchase Date, such certificates to contain the same restrictive legends as in effect any obligor on the date hereofrepurchased Note. All amounts paid over to Seller hereunder shall be without payment of interest thereon. (vi) Upon repurchase of any Note, or (b) if Misys UK Holdings or Misys US Holdings hold their shares in book entry formBuyer agrees to immediately terminate, to update at its sole cost, any servicing agreement regarding the share register to reflect the number of shares of Allscripts common stock owned by Misys UK Holdings or Misys US Holdings after such Misys Repurchase DateLoan repurchased.