Eclipsys Merger Agreement definition
Examples of Eclipsys Merger Agreement in a sentence
Notwithstanding any other provision hereof, this Agreement shall terminate in the event that either the Eclipsys Merger Agreement or the Healthvision Merger Agreement is modified in a manner that is materially adverse to Stockholder without Stockholder's consent.
This Agreement shall terminate and shall have no further force or effect as of the first to occur of (i) the Effective Time and (ii) such date and time as the Eclipsys Merger Agreement, Healthvision Merger Agreement or the Stock and Warrant Agreements shall have been validly terminated pursuant to the terms thereof.
Capitalized terms used but not defined herein shall have the meanings set forth in the Eclipsys Merger Agreement.
Pursuant to the Eclipsys Merger, shares of capital stock of Eclipsys will be converted into shares of Parent Common Stock on the basis described in the Eclipsys Merger Agreement.
Other than (i) the Eclipsys Merger Agreement, (ii) the Agreement and Plan of Merger dated as of the date of this Agreement (the "HEALTHVISION MERGER AGREEMENT") between Parent and HEALTHvision, Inc.
Pursuant to Section 7.1(a) of the Eclipsys Merger Agreement, Parent and Eclipsys hereby terminate the Eclipsys Merger Agreement by mutual consent.
Subject to his annual election to the Board of Directors, the Eclipsys CEO shall serve as Chairman for a term of three (3) years from the date of the Eclipsys Closing in accordance with the terms of the Eclipsys Merger Agreement, the Employment Agreement, dated as of June 9, 2010, between the Corporation and the Eclipsys CEO (the “Employment Agreement”), and these By-Laws, or until the earlier of his death, resignation or removal.
Parent, Merger Sub and Eclipsys agree that no party hereto, nor any of their respective officers, directors, members, employees, affiliates, agents or representatives shall have any liability to any other such person under the Eclipsys Merger Agreement or in connection with such termination.
Subject to his annual election to the Board of Directors, the CEO shall serve as a Director for a term of three (3) years from the date of the Eclipsys Closing in accordance with the terms of the Eclipsys Merger Agreement and these By-Laws, or until the earlier of his death, resignation or removal.
The parties acknowledge that the voting agreements (including any related proxies) entered into by the Eclipsys and Parent stockholders in connection with the Eclipsys Merger Agreement shall terminate in accordance with their terms concurrently with the execution and delivery of this Agreement.