Allscripts Common Stock definition
Examples of Allscripts Common Stock in a sentence
If IDX determines to accept the offer contained in the Offer Notice, IDX shall deliver a written notice to Allscripts indicating its acceptance within 10 days after its receipt of the Offer Notice, which notice shall indicate whether IDX has accepted such offer in whole or in part, and, if accepted in part, the number or amount of shares of Allscripts Common Stock or Allscripts Exchangeable Securities as to which such offer has been accepted (an "Acceptance Notice").
Any acceptance of the offer contained in an Offer Notice by delivery of an Acceptance Notice shall be irrevocable and shall constitute a commitment by IDX to purchase from Allscripts, and by Allscripts to sell to IDX, the number or amount of shares of Allscripts Common Stock or Allscripts Exchangeable Securities covered by such Acceptance Notice upon the terms contained in the Offer Notice.
Allscripts and Misys agree that if any such Market Purchase Program is implemented, Misys UK Holdings and Misys US Holdings shall sell shares of Allscripts Common Stock to Allscripts in the aggregate in proportion to any other shares of Allscripts Common Stock that Allscripts will purchase under the Market Purchase Program from Allscripts shareholders other than Misys or its Subsidiaries (such other Allscripts shareholders, “Other Holders”).
All shares of Allscripts Common Stock repurchased pursuant to any Market Purchase Program or hereto shall be cancelled by Allscripts immediately after such repurchase.
Allscripts shall not repurchase any shares of Allscripts Common Stock from Other Holders on a Misys Repurchase Date that would, after taking into account the repurchase of the Misys Repurchased Shares on such date, result in a violation of Rule 10b-18 of the Exchange Act or any other Laws or Nasdaq Rules.
Each of the Surviving Corporations and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Allscripts Common Stock or ChannelHealth Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign Tax law.
To the extent that amounts are so withheld by either of the Surviving Corporations or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Allscripts Common Stock or ChannelHealth Stock in respect of which such deduction and withholding was made by either of the Surviving Corporations or Parent, as the case may be.
Each share of Allscripts Common Stock that is owned directly by Allscripts immediately prior to the Effective Time, if any, shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Upon the earlier of (i) termination of this Agreement and (ii) the date that IDX and its Affiliates shall Beneficially Own fewer than 1,874,459 shares of Allscripts Common Stock (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Allscripts Common Stock after the date of this Agreement), IDX shall cause any IDX Designee then serving as a director of Allscripts to resign immediately unless otherwise requested by Allscripts.
Except for (i) the stock options granted and outstanding under the Allscripts Option Plan and (ii) as described in Section 7.5(a) and/or the Allscripts SEC Filings (as defined in Section 7.7), Allscripts has no outstanding options, warrants, rights, agreements or commitments to issue, dispose of or purchase shares of Allscripts Common Stock.