EXHIBIT 1
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STOCK VOTING AGREEMENT
STOCK VOTING AGREEMENT, dated as of December 15, 1998 (the
"AGREEMENT"), by and between certain shareholders of Envoy Corporation, a
Tennessee corporation (the "COMPANY"), listed on Schedule A attached hereto,
(each, a "SHAREHOLDER," and collectively, the "SHAREHOLDERS") and Quintiles
Transnational Corp., a North Carolina corporation ("PARENT").
WHEREAS, concurrently herewith, Parent, QELS Corp., a Tennessee
corporation and wholly owned subsidiary of Parent ("MERGER SUB"), and the
Company are entering into an Agreement and Plan of Merger of even date herewith
(as amended from time to time, the "MERGER AGREEMENT"), pursuant to which Merger
Sub will merge with and into the Company with the Company as the surviving
corporation (the "MERGER"); and
WHEREAS, each Shareholder owns as of the date hereof the number of
shares of Common Stock of the Company, no par value per share (the "COMMON
STOCK"), and/or shares of Series B Convertible Preferred Stock of the Company,
no par value per share (the "PREFERRED STOCK"), listed next to such
Shareholder's name on Schedule A attached hereto (all such shares of Common
Stock and Preferred Stock, together with any shares of Common Stock or Preferred
Stock acquired after the date hereof and prior to the termination hereof,
constituting such Shareholder's "SHARES"); and
WHEREAS, Parent and Merger Sub have entered into the Merger Agreement
in reliance on and in consideration of, among other things, each Shareholder's
representations, warranties, covenants and agreements hereunder.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, and intending to be
legally bound hereby, the parties agree as follows:
1. VOTING.
1.1 AGREEMENT TO VOTE. Each Shareholder hereby revokes any and all
previous proxies with respect to such Shareholder's Shares and irrevocably
agrees to vote and otherwise act (including pursuant to written consent), with
respect to all of such Shareholder's Shares, for the approval and the adoption
of the Merger Agreement and all agreements related to the Merger and any actions
related thereto, and against any proposal or transaction which could prevent or
delay the consummation of the transactions contemplated by this Agreement or the
Merger Agreement, at any meeting or meetings of the shareholders of the Company,
and any adjournment, postponement or continuation thereof, at which the Merger
Agreement and other related agreements (or any amended version or versions
thereof) or such other actions are submitted for the consideration and vote of
the shareholders of the Company. The foregoing shall remain in effect with
respect to such Shareholder's Shares until the termination of this Agreement.
Each Shareholder shall execute such additional documents as Parent may
reasonably request to effectuate the foregoing.
1.2 WAIVER OF RIGHT TO DISSENT. Each of General Atlantic Partners 25,
L.P. and GAP Coinvestment Partners, L.P., each of which is a Shareholder (each a
"SERIES B SHAREHOLDER"), hereby acknowledges that it is entitled to exercise
dissenter's rights as provided in Section 4-23-101 et seq. of the Tennessee
Business Corporation Act (the "TBCA") in connection with the consideration of,
voting for and approval of the Merger by the shareholders of the Company. Each
Series B Shareholder, as a record and beneficial holder of Shares, hereby waives
irrevocably, as to all of its Shares, its right to dissent, notice of
dissenter's rights and all other rights arising under the provisions of the TBCA
with regard to dissenter's rights in connection with the Merger. Each Series B
Shareholder acknowledges that the Company and Parent will rely on such
Shareholder's waiver of these rights arising under the TBCA, and agrees that the
Company will have no obligation to provide notice of dissenter's rights to such
Series B Shareholder or to take any other or further action concerning such
Series B Shareholder's dissenter's rights otherwise available under the TBCA in
connection with the Merger.
2. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder
severally represents and warrants to Parent as follows:
2.1 OWNERSHIP OF SHARES. On the date hereof and as of the Effective
Time (as defined in the Merger Agreement), such Shareholder's Shares specified
on Schedule A are the only shares of Common Stock or Preferred Stock owned by
such Shareholder. Except as set forth on Schedule A, such Shareholder does not
have any rights to acquire any additional shares of Common Stock or Preferred
Stock. Such Shareholder currently has, and as of the Effective Time will have
(except with respect to Shares transferred in accordance with Section 3.2),
good, valid and marketable title to such Shareholder's Shares, free and clear of
all liens, encumbrances, restrictions, options, warrants, rights to purchase and
claims of every kind (other than the encumbrances created by this Agreement and
other than restrictions on transfer under applicable federal and state
securities laws).
2.2 AUTHORITY; BINDING AGREEMENT. Such Shareholder has the full legal
right, power and authority to enter into and perform all of such Shareholder's
obligations under this Agreement. The execution and delivery of this Agreement
by such Shareholder will not violate any other agreement to which such
Shareholder is a party, including, without limitation, any voting agreement,
shareholders' agreement or voting trust. This Agreement has been duly executed
and delivered by such Shareholder and constitutes a legal, valid and binding
agreement of such Shareholder, enforceable in accordance with its terms, except
as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws now or hereafter in effect affecting
creditors' rights and remedies generally or general principles of equity.
Neither the execution and delivery of this Agreement nor the consummation by
such Shareholder of the transactions contemplated hereby will (i) violate, or
require any consent, approval or notice under any provision of any judgment,
order, decree, statute, law, rule or regulation applicable to such Shareholder
or such Shareholder's Shares or (ii) constitute a violation of, conflict with or
constitute a default under, any contract, commitment, agreement, understanding,
arrangement or other restriction of any kind to which such Shareholder is a
party or by which such Shareholder is bound.
2.3 RELIANCE ON AGREEMENT. Such Shareholder understands and
acknowledges that Parent and Merger Sub each are entering into the Merger
Agreement in reliance upon such Shareholder's execution, delivery and
performance of this Agreement. Such Shareholder acknowledges that the agreement
set forth in Section 1 is granted in consideration for the execution and
delivery of the Merger Agreement by Parent and Merger Sub.
3. NOTIFICATIONS. Each Shareholder shall, while this Agreement is in
effect, notify Parent promptly, but in no event later than two days, of any
shares of Common Stock or Preferred Stock acquired by such Shareholder after the
date hereof.
4. DELIVERY OF AFFILIATE LETTER. Contemporaneously with the execution
of this Agreement, each Shareholder shall execute and deliver to Parent on the
date hereof an Affiliate Letter substantially in the form attached hereto as
Exhibit A.
5. TERMINATION. This Agreement shall terminate on the earlier of (i)
the Effective Time or (ii) immediately upon the termination of the Merger
Agreement in accordance with its terms.
6. ACTION IN SHAREHOLDER CAPACITY ONLY. No Shareholder makes any
agreement or understanding herein as a director or officer of the Company;
rather, each Shareholder signs solely in such Shareholder's capacity as a record
holder and beneficial owner of such Shareholder's Shares, and nothing
herein shall limit or affect any actions taken in such Shareholder's capacity as
an officer or director of the Company, including without limitation any action
taken in such Shareholder's capacity as a director or executive officer of the
Company consistent with the provisions in Section 6.2 of the Merger Agreement.
7. MISCELLANEOUS.
7.1 NOTICES. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be delivered
personally or by next-day courier or telecopied (with confirmation of receipt)
to the parties at the addresses specified below (or at such other address for a
party as shall be specified by like notice; provided that notices of a change of
address shall be effective only upon receipt thereof). Any such notice shall be
effective upon receipt, if personally delivered or telecopied or one day after
delivery to a courier for next-day delivery.
IF TO PARENT:
Quintiles Transnational Corp.
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attn: Xxxx X. Xxxxxxx, Esq.
Fax Number: 000-000-0000
WITH A COPY TO:
Smith, Anderson, Blount, Dorsett,
Xxxxxxxx & Xxxxxxxx, L.L.P.
0000 Xxxxx Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx, Esq.
Fax Number: 000-000-0000
IF TO A SHAREHOLDER:
to the address provided for such Shareholder on Schedule A
7.2 ENTIRE AGREEMENT. This Agreement, together with the documents
expressly referred to herein, constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, among the
parties or any of them, with respect to the subject matter contained herein.
7.3 AMENDMENTS. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.
7.4 ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns and
personal representatives, but neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto without the prior written consent of the other parties.
7.5 GOVERNING LAW. This Agreement, and all matters relating hereto,
shall be governed by, and construed in accordance with the laws of the State of
Tennessee, without giving effect to the principles of conflicts of laws thereof.
7.6 INJUNCTIVE RELIEF; JURISDICTION. Each Shareholder agrees that
irreparable damage would occur and that Parent would not have any adequate
remedy at law in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that Parent shall be entitled to an injunction or
injunctions to prevent breaches by
any Shareholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement in any court of the United States located in the
State of North Carolina or in any North Carolina state court (collectively, the
"COURTS"), this being in addition to any other remedy to which Parent may be
entitled at law or in equity. In addition, each of the parties hereto (i)
irrevocably consents to the submission of such party to the personal
jurisdiction of the Courts in the event that any dispute arises out of this
Agreement or any of the transactions contemplated hereby, (ii) agrees that such
party will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any of the Courts and (iii) agrees that such party
will not bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other the Courts.
7.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same document.
7.8 SEVERABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable.
* * * * * *
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
Quintiles Transnational Corp.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx, Ph.D.
Title: Chief Executive Officer
SHAREHOLDERS
General Atlantic GAP Coinvestment
Partners 25, L.P. Partners, L.P.
By: /s/ XX Xxxx By: /s/ XX Xxxx
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Name: Name:
Title: Title:
/s/ Xxxx X. Xxxx /s/ XX Xxxx
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Xxxx X. Xxxx, Xx. Xxxxxxx X. Xxxx
/s/ Xxx X. Xxxxx /s/ W. Xxxxxx Xxxxxxx
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Xxx X. Xxxxx W. Xxxxxx Xxxxxxx
/s/ Xxxxx X. XxXxxxxx /s/ Xxxxxxxx X. Xxxxxx
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Xxxxx X. XxXxxxxx Xxxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxxx X. XxXxxx
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Xxxxxx X. Xxxxxxx Xxxxxxx X. XxXxxx
SCHEDULE A TO STOCK VOTING AGREEMENT
LIST OF SHAREHOLDERS
NUMBER OF
EXISTING SHARES
---------------------------- RIGHTS TO STATUS AS
ACQUIRE COMPANY
NAME ADDRESS COMMON PREFERRED OTHER AFFILIATE
---- ------- STOCK STOCK SHARES ---------
----- ----- ---------
1. General Atlantic Partners - 2,417,171 - Preferred
25, L.P. Shareholder
2. GAP Coinvestment - 382,829 - Preferred
Partners, L.P. Shareholder
3. Xxxx X. Xxxx, Xx. 325,886 1 - 610,000 Director &
Executive Officer
4. Xxx X. Xxxxx 401,154 - 545,000 Director &
Executive Officer
5. Xxxxx X. XxXxxxxx 588 - 195,000 Director &
Executive Officer
6. Xxxxxx X. Xxxxxxx 2,000 - 127,000 Director &
Executive Officer
7. Xxxxxxx X. Xxxx - - 6,000 Director
8. W. Xxxxxx Xxxxxxx 186,547 - 14,000 Director
9. Xxxxxxxx X. Xxxxxx 107,000 - 14,000 Director
10. Xxxxxxx X. XxXxxx 39,750 - 6,000 Director
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1 Includes 76,700 shares in a trust of which Xx. Xxxx is the trustee and the sole beneficiary.
EXHIBIT A TO STOCK VOTING AGREEMENT
AFFILIATE LETTER
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