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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/16 Allscripts Healthcare Soluti… Inc 10-K 12/31/15 138:25M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.85M
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 70K
3: EX-10.41 Material Contract HTML 125K
5: EX-21.1 Subsidiaries List HTML 45K
6: EX-23.1 Consent of Experts or Counsel HTML 39K
7: EX-23.2 Consent of Experts or Counsel HTML 47K
4: EX-12.1 Statement re: Computation of Ratios HTML 57K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 45K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 45K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 40K
17: R1 Document and Entity Information HTML 68K
18: R2 Consolidated Balance Sheets HTML 136K
19: R3 Consolidated Balance Sheets (Unaudited) HTML 63K
(Parenthetical)
20: R4 Consolidated Statements of Operations HTML 98K
21: R5 Consolidated Statements of Comprehensive (Loss) HTML 71K
Income
22: R6 Consolidated Statements of Stockholders' Equity HTML 119K
23: R7 Consolidated Statements of Cash Flows HTML 138K
24: R8 Consolidated Statements of Cash Flows HTML 40K
(Parenthetical)
25: R9 Basis of Presentation and Significant Accounting HTML 380K
Policies
26: R10 Business Combinations and Other Investments HTML 164K
27: R11 Fixed Assets HTML 88K
28: R12 Goodwill and Intangible Assets HTML 254K
29: R13 Asset Impairment Charges HTML 52K
30: R14 Debt HTML 225K
31: R15 Income Taxes HTML 384K
32: R16 Stock Award Plans HTML 350K
33: R17 Stockholders' Equity HTML 46K
34: R18 Accumulated Other Comprehensive Loss HTML 416K
35: R19 Derivative Financial Instruments HTML 199K
36: R20 Commitments HTML 108K
37: R21 Business Segments HTML 140K
38: R22 Supplemental Disclosures HTML 111K
39: R23 Geographic Information HTML 91K
40: R24 Contingencies HTML 48K
41: R25 North American Site Consolidation Plan HTML 42K
42: R26 Quarterly Financial Information (Unaudited) HTML 318K
43: R27 Schedule II-Valuation and Qualifying Accounts HTML 97K
44: R28 Basis of Presentation and Significant Accounting HTML 444K
Policies (Policies)
45: R29 Basis of Presentation and Significant Accounting HTML 329K
Policies (Tables)
46: R30 Business Combinations and Other Investments HTML 158K
(Tables)
47: R31 Fixed Assets (Tables) HTML 89K
48: R32 Goodwill and Intangible Assets (Tables) HTML 252K
49: R33 Asset Impairment Charges (Tables) HTML 50K
50: R34 Debt (Tables) HTML 210K
51: R35 Income Taxes (Tables) HTML 385K
52: R36 Stock Award Plans (Tables) HTML 352K
53: R37 Accumulated Other Comprehensive Loss (Tables) HTML 415K
54: R38 Derivative Financial Instruments (Tables) HTML 189K
55: R39 Commitments (Tables) HTML 109K
56: R40 Business Segments (Tables) HTML 131K
57: R41 Supplemental Disclosures (Tables) HTML 86K
58: R42 Geographic Information (Tables) HTML 95K
59: R43 Quarterly Financial Information (Unaudited) HTML 316K
(Tables)
60: R44 Basis of Presentation and Significant Accounting HTML 112K
Policies - Additional Information (Detail)
61: R45 Reimbursements for Out-of-Pocket Expenses Incurred HTML 41K
as Client Services Revenue (Detail)
62: R46 Revenue Earned on Contracts in Excess of Billings HTML 45K
Included in Accounts Receivable and Other Assets
(Detail)
63: R47 Summary of Financial Assets and Liabilities HTML 75K
Measured at Fair Value on Recurring Basis (Detail)
64: R48 Unamortized Balances of Capitalized Software HTML 45K
(Detail)
65: R49 Capitalized Software Development Costs, Write Offs HTML 46K
Included in Asset Impairment Changes and
Amortization of Capitalized Software Development
Costs Included in Cost of Revenue (Detail)
66: R50 Calculations of Earnings (Loss) Per Share (Detail) HTML 74K
67: R51 Anti-Dilutive Stock Options, Restricted Stock Unit HTML 42K
Awards and Warrants Excluded from Computation of
Diluted Earnings (Loss) Per Share (Detail)
68: R52 Company Contributions to Employee Benefit Plan HTML 40K
(Detail)
69: R53 Business Combinations and Other Investments - HTML 79K
Acquisition of Oasis Medical Solutions Limited -
Additional Information (Detail)
70: R54 Business Combinations and Other Investments - HTML 98K
Acquisition of dbMotion - Additional Information
(Detail)
71: R55 Final Fair Value of Consideration Transferred for HTML 56K
Acquisition (Detail)
72: R56 Final Fair Value of Consideration Transferred for HTML 52K
Acquisition (Parenthetical) (Detail)
73: R57 Assets Acquired and Liabilities Assumed (Detail) HTML 69K
74: R58 Acquired Intangible Assets Amortization (Detail) HTML 56K
75: R59 Proforma Results (Detail) HTML 52K
76: R60 Business Combinations and Other Investments - HTML 64K
Acquisition of Jardogs - Additional Information
(Detail)
77: R61 Business Combinations and Other Investments - HTML 83K
Other Investments - Additional Information
(Detail)
78: R62 Business Combinations and Other Investments - HTML 46K
Summarized Financial Information for Equity Method
Investments - Additional Information (Detail)
79: R63 Summarized Financial Information for Equity Method HTML 67K
Investments (Detail)
80: R64 Fixed Assets (Detail) HTML 71K
81: R65 Depreciation and Amortization Expense (Detail) HTML 41K
82: R66 Goodwill and Intangible Assets (Detail) HTML 58K
83: R67 Goodwill and Intangible Assets - Additional HTML 57K
Information (Detail)
84: R68 Changes in Carrying Amount of Goodwill (Detail) HTML 61K
85: R69 Amortization Expense Related to Intangible Assets HTML 52K
(Detail)
86: R70 Estimated Future Amortization Expense for HTML 54K
Intangible Assets (Detail)
87: R71 Asset Impairment Charges - Additional Information HTML 57K
(Detail)
88: R72 Asset Impairment Charges (Detail) HTML 43K
89: R73 Debt Outstanding Excluding Capital Lease HTML 60K
Obligations (Detail)
90: R74 Interest Expense (Detail) HTML 50K
91: R75 Debt - Additional Information (Detail) HTML 204K
92: R76 Interest Expense Related to Notes (Detail) HTML 52K
93: R77 Summary of Future Payments under Notes and Senior HTML 75K
Secured Credit Facilities (Detail)
94: R78 Summary of Future Payments under Notes and Senior HTML 41K
Secured Credit Facilities (Parenthetical) (Detail)
95: R79 Geographic Breakdown of Income (Loss) Before HTML 49K
Income Tax Benefits (Detail)
96: R80 Components of Provision (Benefit) for Income Taxes HTML 73K
(Detail)
97: R81 Income Taxes - Additional Information (Detail) HTML 131K
98: R82 Taxes Computed at Statutory Federal Income Tax HTML 102K
Rate Reconciled to Provision for Income Taxes
(Detail)
99: R83 Components of Deferred Tax Assets and Liabilities HTML 82K
(Detail)
100: R84 Deferred Tax Assets (Liabilities) Classified in HTML 47K
Consolidated Balance Sheets (Detail)
101: R85 Change in the Amount of Unrecognized Tax Benefits HTML 55K
(Detail)
102: R86 Recognized Interest and Penalties Related to HTML 40K
Uncertain Tax Positions (Detail)
103: R87 Amount of Interest and Penalties Included in HTML 40K
Consolidated Balance Sheets (Detail)
104: R88 Stock Award Plans - Additional Information HTML 103K
(Detail)
105: R89 Stock-Based Compensation Expense (Detail) HTML 54K
106: R90 Activity for Restricted Stock Units (Detail) HTML 65K
107: R91 Activity for Restricted Stock Awards (Detail) HTML 59K
108: R92 Stock Options Outstanding (Detail) HTML 69K
109: R93 Weighted Average Grant Date Fair Value Information HTML 54K
and Related Valuation Assumptions (Detail)
110: R94 Stock Option Activity (Detail) HTML 43K
111: R95 Stock Option Awards (Detail) HTML 68K
112: R96 Stockholders' Equity - Additional Information HTML 97K
(Detail)
113: R97 Components of Accumulated Other Comprehensive Loss HTML 69K
(Detail)
114: R98 Components of Accumulated Other Comprehensive Loss HTML 47K
(Parenthetical) (Detail)
115: R99 Income Tax Effects Related to Components of Other HTML 127K
Comprehensive Loss (Detail)
116: R100 Fair Value and Balance Sheet Locations - (Detail) HTML 58K
117: R101 Derivative Financial Instruments - Additional HTML 90K
Information (Detail)
118: R102 Derivatives Instruments Designated as Cash Flow HTML 59K
Hedges - (Detail)
119: R103 Net Impact of Changes in Fair Value of Call Option HTML 46K
and Embedded Cash Conversion Option - (Detail)
120: R104 Rent Expense (Detail) HTML 40K
121: R105 Future Commitments under Capital and Operating HTML 84K
Leases (Detail)
122: R106 Commitments - Additional Information (Detail) HTML 41K
123: R107 Summary of Expense Incurred under Atos Agreement HTML 46K
(Detail)
124: R108 Business Segments - Additional Information HTML 42K
(Detail)
125: R109 Revenues and Income from Operations Related to HTML 62K
Segment Within Reconciliation to Consolidated
Amounts (Detail)
126: R110 Supplemental Disclosures (Detail) HTML 45K
127: R111 Accrued Expenses (Detail) HTML 47K
128: R112 Supplemental Disclosures - Additional Information HTML 39K
(Detail)
129: R113 Revenues by Geographic Area (Detail) HTML 52K
130: R114 Long-Lived Assets by Geographic Area (Detail) HTML 50K
131: R115 Contingencies - Additional Information (Detail) HTML 51K
132: R116 North American Site Consolidation Plan - HTML 57K
Additional Information (Detail)
133: R117 Quarterly Financial Information (Unaudited) HTML 94K
(Detail)
134: R118 Quarterly Financial Information (Unaudited) HTML 49K
(Parenthetical) (Detail)
135: R119 Schedule II - Valuation And Qualifying Accounts HTML 48K
(Detail)
137: XML IDEA XML File -- Filing Summary XML 258K
136: EXCEL IDEA Workbook of Financial Reports XLSX 170K
11: EX-101.INS XBRL Instance -- mdrx-20151231 XML 7.73M
13: EX-101.CAL XBRL Calculations -- mdrx-20151231_cal XML 317K
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12: EX-101.SCH XBRL Schema -- mdrx-20151231 XSD 294K
138: ZIP XBRL Zipped Folder -- 0001564590-16-013600-xbrl Zip 371K
Exhibit 3.1
FIFTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
1.The Corporation was originally incorporated under the name Allscripts Holding, Inc. by the filing of a Certificate of Incorporation with the Secretary of State of the State of Delaware on July 11, 2000. An Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 25, 2000. A Second Amended and Restated Certificate of Incorporation changing the name of the Corporation from Allscripts Healthcare Solutions, Inc. to Allscripts -Misys Healthcare Solutions, Inc., was filed with the Secretary of State of the State of Delaware on October 10, 2008. A Third Amended and Restated Certificate of Incorporation increasing the number of authorized shares was filed with the Secretary of State of the State of Delaware on August 9, 2010. A Fourth Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on August 23, 2010.
2.The Corporation’s Fourth Amended and Restated Certificate of Incorporation is hereby amended and restated pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, so as to read in its entirety in the form attached hereto as Exhibit A and incorporated herein by reference (Exhibit A and this Certificate collectively constituting the Corporation’s Fifth Amended and Restated Certificate of Incorporation).
3.This amendment and restatement of the Fourth Amended and Restated Certificate of Incorporation of the Corporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation having adopted resolutions setting forth such amendment and restatement, declaring its advisability, and directing that it be submitted to the stockholders of the Corporation for their approval; and the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action having voted in favor of the adoption of such amendment and restatement at an annual meeting of the stockholders of the Corporation duly called and held in accordance with Section 222 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Fifth Amended and Restated Certificate of Incorporation of the Corporation on the 1st day of June, 2015.
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
By: /s/ Richard J. Poulton
Name: Richard J. Poulton
Title: Chief Financial Officer
EXHIBIT A
OF
ALLSCRIPTS Healthcare Solutions, Inc.
(the “Certificate of Incorporation”)
FIRST. The name of the corporation is ALLSCRIPTS Healthcare Solutions, Inc. (the “Corporation”).
SECOND. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
THIRD. The nature of the business and the objects and purposes to be conducted or promoted by the Corporation are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH.
1.Authorized Shares. The total number of shares of stock of all classes which the Corporation shall have authority to issue is three hundred fifty million (350,000,000), of which one million (1,000,000) shall be shares of Preferred Stock with a par value of $0.01 per share (“Preferred Stock”), and three hundred forty-nine million (349,000,000) shall be shares of Common Stock with a par value of $0.01 per share (“Common Stock”).
2.Preferred Stock.
(a) The Preferred Stock shall be issuable in series, and in connection with the issuance of any series of Preferred Stock and to the extent now or hereafter permitted by the laws of the State of Delaware, the designation of each series, the stated value of the shares of each series, the dividend rate or rates of each series (which rate or rates may be expressed in terms of a formula or other method by which such rate or rates shall be calculated from time to time) and the date or dates and other provisions respecting the payment of dividends, the provisions, if any, for a sinking fund for the shares of each series, the preferences of the shares of each series in the event of the liquidation or dissolution of the Corporation, the provisions, if any, respecting the redemption of the shares of each series and, subject to requirements of the laws of the State of Delaware, the voting rights (except that such shares shall not have more than one vote per share), the terms, if any, upon which the shares of each series shall be convertible into or
exchangeable for any other shares of stock of the Corporation and any other relative, participating, optional or other special rights, preferences, powers, and qualifications, limitations or restrictions thereof, of the shares of each series, shall, in each case, be fixed by resolution of the Board of Directors.
(b) Preferred Stock of any series redeemed, converted, exchanged, purchased, or otherwise acquired by the Corporation shall constitute authorized but unissued Preferred Stock.
(c) All shares of any series of Preferred Stock, as between themselves, shall rank equally and be identical (except that such shares may have different dividend provisions); and all series of Preferred Stock, as between themselves, shall rank equally and be identical except as set forth in the resolutions authorizing the issuance of such series.
3.Common Stock.
(a) After dividends to which the holders of Preferred Stock may then be entitled under the resolutions creating any series thereof have been declared and after the Corporation shall have set apart the amounts required pursuant to such resolutions for the purchase or redemption of any series of Preferred Stock, the holders of Common Stock shall be entitled to have dividends declared in cash, property, or other securities of the Corporation out of any profits or assets of the Corporation legally available therefor, if, as and when such dividends are declared by the Corporation’s Board of Directors upon an affirmative vote of a majority of the entire Board of Directors.
(b) In the event of the liquidation or dissolution of the Corporation’s business and after the holders of Preferred Stock shall have received amounts to which they are entitled under the resolutions creating such series, the holders of Common Stock shall be entitled to receive ratably the balance of the Corporation’s assets available for distribution to stockholders.
(c) Each share of Common Stock shall be entitled to one vote upon all matters upon which stockholders have the right to vote, but shall not be entitled to vote for the election of any directors who may be elected by vote of the Preferred Stock voting as a class if so provided in the resolution creating such Preferred Stock pursuant to Article FOURTH, Section 2(a) hereof.
4.Preemptive Rights. Except as expressly agreed in writing by the Corporation, no holder of any shares of the Corporation by reason of such stockholder holding shares of any class or series of capital stock of the Corporation shall have any preemptive right to subscribe for or to acquire any additional shares of the Corporation of
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the same or of any other class whether now or hereafter authorized or any options or warrants giving the right to purchase any such shares, or any bonds, notes, debentures or other obligations convertible into any such shares.
FIFTH. The Corporation is to have perpetual existence.
SIXTH. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.
SEVENTH.
1.Except as may otherwise be fixed by resolution pursuant to the provisions of Article FOURTH hereof relating to the rights of the holders of Preferred Stock to elect directors as a class, the number of directors of the Corporation shall be fixed from time to time exclusively by the affirmative vote of a majority of the Board of Directors. At each annual meeting of the stockholders of the Corporation, directors shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the immediately following year and until his or her successor is duly elected or his or her earlier resignation or removal.
2.Advance notice of stockholder nominations for the election of directors shall be given in the manner provided in the By−Laws of the Corporation.
3.Except as may otherwise be fixed by resolution pursuant to the provisions of Article FOURTH hereof relating to the rights of the holders of Preferred Stock, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or any other cause shall be filled exclusively by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Any director appointed in accordance with the preceding sentence shall hold office for a term expiring at the annual meeting of the stockholders following such director’s appointment.
4.Subject to any rights of the holders of Preferred Stock to elect directors as a class, a director may be removed with or without cause by the affirmative vote of the holders of a majority of the voting power present in person, by remote communication or represented by proxy at a meeting of stockholders.
5.In furtherance of the powers conferred by statute, the Board of Directors is expressly authorized and shall have sole authority, by affirmative vote of the majority of the entire Board of Directors to approve the annual operating budget and the capital budget, and any material changes to either.
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6.The Board of Directors may, pursuant to this Certificate of Incorporation, or the By-Laws or by resolution approved by the majority of the Board of Directors, designate one or more committees, which, to the extent provided in this Certificate of Incorporation, the By-Laws or by resolution, to the fullest extent permitted by law, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. These committees shall include, but are not limited to, an Audit Committee, a Nominating and Governance Committee, a Compensation Committee and such other committees as determined by the Board of Directors.
7.Subject to any limitation in the By-Laws, the members of the Board of Directors shall be entitled to reasonable fees, salaries, or other compensation for their services, as determined from time to time by the Board of Directors, and to reimbursement for their expenses as such members. Nothing herein contained shall preclude any director from serving the Corporation or its subsidiaries or affiliates in any other capacity and receiving compensation therefor.
8.Except as otherwise required by law, special meetings of the stockholders may be called only by the Chairman of the Board of Directors or the Board of Directors in the manner provided in the By-Laws of the Corporation. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting in the manner provided in the By-Laws.
EIGHTH. Both stockholders and directors shall have power, if the By-Laws so provide, to hold their meetings and to have one or more offices within or without the State of Delaware.
Except as may otherwise be fixed by resolution approved by a majority of the Board of Directors pursuant to the provisions of Article FOURTH hereof relating to the rights of the holders of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation may be effected at a duly called annual or special meeting of such stockholders and may not be effected only by consent in writing by such stockholders.
NINTH. Subject to Article VIII of the By-Laws of the Corporation, the Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation by the affirmative vote of a majority of the entire Board of Directors.
TENTH.
1.A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a
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director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of the State of Delaware or (d) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware, or any other applicable law, is amended to authorize corporation action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, or any other applicable law, as so amended. Any repeal or modification of this Article TENTH, Section 1 by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
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2.(a) Each person who has been or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an “Indemnitee”), whether the basis of such proceeding is an alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, or any other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph (b) of this Article TENTH, Section 2 with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article TENTH, Section 2 shall be a contract right. In addition to the right of indemnification, an Indemnitee shall |
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have the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the General Corporation Law of the State of Delaware, or any other applicable law, requires, the payment of such expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such Indemnitee to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article TENTH, Section 2 or otherwise. |
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(b) If a claim under paragraph (a) of this Article TENTH, Section 2 is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware, or any other applicable law, for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, stockholders or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, or any other applicable law, nor an actual determination by the Corporation (including its Board of Directors, stockholders or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. |
(c) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in paragraph (b) of this Article TENTH, Section 2 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, By−Laws, agreement, vote of stockholders or disinterested directors or otherwise.
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(d) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware, or any other applicable law.
(e) The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article TENTH, Section 2 with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.
(f) Any repeal or modification of this Article TENTH, Section 2 shall not adversely affect any right or protection of a director, officer, employee or agent of the Corporation existing at the time of such repeal or modification.
ELEVENTH. As used in this Certificate of Incorporation, the term the “majority of the entire Board of Directors” means the majority of the total number of directors which the Corporation would have if there were no vacancies, and the term “majority of the Board of Directors” means the majority of the directors present and voting.
TWELFTH. The Corporation has elected to be governed by Section 203 of the General Corporation Law of the State of Delaware.
THIRTEENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 2/29/16 | 4/A | ||
| Filed on: | 2/26/16 | 4 | ||
| For Period end: | 12/31/15 | |||
| 8/23/10 | 8-K | |||
| 8/9/10 | 4, 8-K | |||
| 10/10/08 | 3, 8-K, 8-K/A | |||
| 9/25/00 | ||||
| 7/11/00 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/22 Veradigm Inc. 10-K/A 12/31/21 12:4M Donnelley … Solutions/FA 2/25/22 Veradigm Inc. 10-K 12/31/21 150:28M Donnelley … Solutions/FA 2/26/21 Veradigm Inc. 10-K 12/31/20 165:35M ActiveDisclosure/FA 8/15/16 SEC UPLOAD¶ 9/13/17 1:36K Veradigm Inc. 6/22/16 SEC UPLOAD¶ 9/13/17 1:142K Veradigm Inc. 5/12/16 SEC UPLOAD¶ 9/13/17 1:41K Veradigm Inc. 4/19/16 SEC UPLOAD¶ 9/13/17 1:157K Veradigm Inc. |