Eclipsys Corp Sample Contracts

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BY AND AMONG
Agreement and Plan of Merger • April 10th, 2000 • Eclipsys Corp • Services-computer integrated systems design • Delaware
ECLIPSYS CORPORATION COMMON STOCK PAR VALUE $0.01 PER SHARE
Underwriting Agreement • January 3rd, 2001 • Eclipsys Corp • Services-computer integrated systems design • New York
4,700,000 SHARES
Underwriting Agreement • June 26th, 1998 • Eclipsys Corp • Services-computer integrated systems design • New York
August 11, 1998
Eclipsys Corp • September 21st, 1998 • Services-computer integrated systems design
ARTICLE 1 DEFINITIONS
Preferred Stock Purchase Agreement • April 23rd, 1998 • Eclipsys Corp • Massachusetts
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 3rd, 1999 • Eclipsys Corp • Services-computer integrated systems design • Delaware
AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 12th, 1999 • Eclipsys Corp • Services-computer integrated systems design
1 EXHIBIT 10.1 FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 3rd, 2001 • Eclipsys Corp • Services-computer integrated systems design • North Carolina
1 EXHIBIT 10.1 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 23rd, 1998 • Eclipsys Corp • Massachusetts
AMONG
Agreement of Merger • April 23rd, 1998 • Eclipsys Corp • Delaware
AND
Rights Agreement • August 8th, 2000 • Eclipsys Corp • Services-computer integrated systems design • Delaware
RECITALS
Parent Voting Agreement • April 10th, 2000 • Eclipsys Corp • Services-computer integrated systems design • Delaware
1 EXHIBIT 2.2 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
Stock 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”).

1 EXHIBIT 3 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN NEOFORMA.COM, INC.
Agreement and Plan of Merger • April 10th, 2000 • Eclipsys Corp • Services-computer integrated systems design • Delaware
1 EXHIBIT 10.11 FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 26th, 1998 • Eclipsys Corp • Services-computer integrated systems design • North Carolina
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EMPLOYMENT AGREEMENT
Employment 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.

BY AND AMONG
Asset Purchase Agreement • November 15th, 1999 • Eclipsys Corp • Services-computer integrated systems design • Delaware
Contract
Employment 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, 2010
Voting 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 AGREEMENT
Voting 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).

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 Plan
Restricted 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”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 9th, 2009 • Eclipsys Corp • Services-computer integrated systems design • Georgia

This Employment Agreement (this “Agreement”) is entered into by and between Eclipsys Corporation, a Delaware corporation (the “Company”), and Chris E. Perkins, an individual (“Executive”), effective July 8, 2009.

ValueAct Letterhead]
Eclipsys Corp • June 9th, 2010 • 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”).

SEVERANCE AGREEMENT
Severance Agreement • August 4th, 2006 • Eclipsys Corp • Services-computer integrated systems design • Delaware

This Severance Agreement (this “Agreement”) is made as of July 31, 2006 between Eclipsys Corporation, a Delaware corporation (the “Company”) and Frank E. Stearns (“Executive”).

WITNESSETH:
Eclipsys Corp • June 26th, 1998 • Services-computer integrated systems design
Agreement Re Specified Acts
Agreement 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”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 24th, 2009 • Eclipsys Corp • Services-computer integrated systems design • Delaware

This Restricted Stock Agreement (this “Agreement”) is made as of , by Eclipsys Corporation, a Delaware corporation (“Eclipsys”) and (“Recipient”) to govern awards of restricted stock by Eclipsys to Recipient made from time to time pursuant to Grant Notices (as defined below) that reference this Agreement as governing the awards reflected therein.

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