EXHIBIT 9.1
January 9, 2001
Xxxxxxxxxxx.xxx, Inc.
000 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Pursuant to an Agreement and Plan of Merger dated January 9, 2001 (the
"Merger Agreement") by and among Andrx Corporation, a Delaware corporation
("Andrx"), Mediconsult Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of Andrx ("Merger Sub") and Xxxxxxxxxxx.xxx, Inc., a Delaware
corporation, the parties agreed that Merger Sub would be merged with and into
Mediconsult with Mediconsult continuing as the surviving corporation (the
"Merger"). Section 6(l) of the Merger Agreement requires Mediconsult to obtain
an agreement from Xxxxxx X. Xxxxxxxx and JHC Limited to vote in favor of the
Merger Agreement and the Merger. Defined terms not defined herein are otherwise
as defined in the Merger Agreement. In connection with the Merger, the
undersigned agree as follows:
1. Provided the Merger Agreement is still in effect on the day of
the Mediconsult Stockholders Meeting, Xxxxxx X. Xxxxxxxx and JHC Limited hereby
agree to vote in favor of the Merger Agreement and the Merger.
2. This letter agreement may not be amended except by a prior
written consent signed on behalf of all of the parties hereto.
3. This letter agreement shall be governed by the laws of the
State of Delaware.
4. This letter agreement shall terminate upon the earlier to
occur of (a) the Effective Time and (b) the termination of the Merger Agreement
in accordance with the terms thereof.
5. This letter agreement may be signed in one or more
counterparts, each of which shall be deemed to be an original but all which
together shall be deemed to constitute a single instrument.
6. Whenever possible, each provision or portion of any provision
of this letter agreement will be interpreted in such manner as to be effective
and valid under applicable law but if any provision or portion of any provision
of this letter agreement is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provisions or portion
of any provision in such jurisdiction, and this letter agreement will be
reformed, construed and enforced in such jurisdiction, and this letter agreement
will be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.
7. Each of the parties hereto recognizes and acknowledges that a
breach by it of any covenants or agreements contained in this letter agreement
will cause the other party to sustain damages for which it would not have an
adequate remedy at law for money damages, and therefore each of the parties
hereto agrees that in the event of any such breach the aggrieved party shall be
entitled to the remedy of specific performance of such covenants and agreements
and injunctive and other equitable relief in addition to any other remedy to
which it may be entitled, at law or in equity.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxxxx
JHC LIMITED
By: /s/ Xxxxxx B. R. Xxxxxx
--------------------------------------
Name: Xxxxxx B. R. Xxxxxx
------------------------------------
Title: Director and Vice President
-----------------------------------
ACCEPTED AND AGREED TO BY:
XXXXXXXXXXX.XXX, INC., a Delaware
Corporation
By: /s/ E. Xxxxxxx Xxxxxx
--------------------------------------
E. Xxxxxxx Xxxxxx, Chief Financial
Officer and General Counsel
2
