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EXHIBIT 99.2
VOTING AGREEMENT, DATED AS OF MAY 16, 1999, BY CERTAIN STOCKHOLDERS OF
MEDICAL MANAGER CORPORATION AND SYNETIC, INC.
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VOTING AGREEMENT
By
STOCKHOLDERS OF MEDICAL MANAGER CORPORATION,
(Stockholders)
and
SYNETIC, INC.
Dated as of May 16, 1999
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VOTING AGREEMENT
VOTING AGREEMENT, dated as of May 16, 1999 (this "Agreement"),
by the parties identified on Schedule A hereto (each, a "Stockholder" and
collectively, the "Stockholders"), to and for the benefit of Synetic, Inc., a
Delaware corporation ("Synetic").
WHEREAS, as of the date hereof, each of the Stockholders owns
of record and beneficially or has the power to vote the number of shares of
common stock (the "Medical Manager Common Stock"), par value $.01 per share, of
Medical Manager Corporation, a Delaware corporation ("Medical Manager") set
forth opposite such Stockholder's name on Schedule A hereto (such shares,
together with any shares of Medical Manager Common Stock acquired by the
Stockholders prior to the termination of this Agreement being referred to herein
as the "Shares");
WHEREAS, concurrently with the execution of this Agreement,
Synetic, XXXXXX MERGER SUB, a Delaware corporation and wholly-owned subsidiary
of Synetic ("Merger Sub"), and Medical Manager are entering into an Agreement
and Plan of Merger, dated as of the date hereof (the "Merger Agreement";
capitalized terms used and not otherwise defined herein shall have the
respective meanings assigned to them in the Merger Agreement), pursuant to
which, upon the terms and subject to the conditions thereof, Merger Sub will be
merged with and into Medical Manager (the "Merger"); and
WHEREAS, as a condition to the willingness of Medical Manager,
Synetic and Merger Sub to enter into the Merger Agreement, Synetic has requested
the Stockholders to agree, and in order to induce Synetic and Merger Sub to
enter into the Merger Agreement, the Stockholders are willing to agree to vote
in favor of adopting the Merger Agreement and approving the Merger, upon the
terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereby agree, severally and not jointly, as follows:
Section 1. Voting of Shares. Until the termination of this
Agreement in accordance with the terms hereof, each Stockholder hereby agrees
that, at the Medical Manager Stockholders' Meeting or any other meeting of the
stockholders of Medical Manager, however called, and in any action by written
consent of the stockholders of Medical Manager, each Stockholder will vote all
of its respective Shares (a) in favor of adoption of the Merger Agreement and
approval of the Merger and the other transactions contemplated by the Merger
Agreement, (b) against any action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
Medical Manager under the Merger Agreement or which would result in any of the
conditions to the Merger Agreement not being fulfilled and (c) in favor of any
other matter necessary to the consummation of the
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transactions contemplated by the Merger Agreement and considered and voted upon
by the stockholders of Medical Manager (or any class thereof). In addition, each
Stockholder agrees that it will, upon request by Synetic, furnish written
confirmation, in form and substance reasonably acceptable to Synetic, of such
Stockholder's vote in favor of the Merger Agreement and the Merger. Each
Stockholder acknowledges receipt and review of a copy of the Merger Agreement.
Notwithstanding the foregoing, this Agreement shall not limit or affect in any
way any Stockholder's rights with respect to the election of directors of
Medical Manager.
Section 2. Proxy. Each Stockholder, by this Agreement, does
hereby constitute and appoint Synetic, or any nominee of Synetic, with full
power of substitution, as such Stockholder's irrevocable proxy and
attorney-in-fact to vote the Shares as indicated in Section 1 in the event such
Stockholder fails to comply with its obligations under such section. Each
Stockholder intends this proxy to be irrevocable and coupled with an interest
and will take such further action and execute such other instruments as may be
necessary to effectuate the intent of this proxy and hereby revokes any proxy
previously granted by it with respect to its Shares.
Section 3. Transfer of Shares. Each Stockholder represents and
warrants that it has no present intention of taking action to, prior to the
termination of this Agreement in accordance with the terms hereof, and shall
not, directly or indirectly, (a) sell, assign, transfer (including by operation
of law), pledge, encumber or otherwise dispose of any of the Shares, (b) deposit
any of the Shares into a voting trust or enter into a voting agreement or
arrangement with respect to the Shares or grant any proxy or power of attorney
with respect thereto which is inconsistent with this Agreement or (c) enter into
any contract, option or other arrangement or undertaking with respect to the
direct or indirect sale, assignment, transfer (including by operation of law) or
other disposition of any Shares.
Section 4. Representations and Warranties of Stockholder. Each
Stockholder hereby represents and warrants to Synetic with respect to itself and
its ownership of its Shares as follows:
(a) Such Stockholder has all legal capacity to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby.
(b) Such Stockholder is the record or beneficial owner of its
Shares and is the lawful owner of such Shares free and clear of any
liens, claims, charges, encumbrances or voting agreements and
commitments of every kind, other than this Agreement. Such Stockholder
does not own or hold any rights to acquire any additional Shares or
other securities of Medical Manager or any interest therein or any
voting rights with respect to any additional Shares or any other
securities of Medical Manager.
(c) This Agreement has been duly executed and delivered by
such Stockholder.
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(d) This Agreement constitutes the valid and binding agreement
of such Stockholder, enforceable against such Stockholder in accordance
with its terms except as such enforceability may be limited by
bankruptcy, insolvency or other similar requirements of Law affecting
the enforcement of creditor's rights generally and by general
principles of equity.
Section 5. No Solicitation. Each Stockholder agrees that it
will not, nor will it authorize or permit any of its agents and representatives,
other than in accordance with the Merger Agreement, to, directly or indirectly,
(a) initiate, solicit, negotiate or encourage (including by way of furnishing
information) or take any other action to facilitate any inquiries, offers or
proposals that constitute, or could reasonably be expected to lead to a
Competing Transaction, (b) agree to or recommend any Competing Transaction, or
(c) engage in negotiations or discussions with any third party concerning, or
provide any non-public information to any person or entity relating to, any
Competing Transaction. From and after the execution of this Agreement, each
Stockholder shall promptly (but in any event within 24 hours) notify Synetic
after receipt of any unsolicited inquiries, offers or proposals with respect to
a potential or proposed Competing Transaction (a "Competing Proposal") or any
indication of interest or request for information relating to Medical Manager or
its subsidiaries in connection with a Competing Proposal that such Stockholder
receives in its capacity as a Stockholder of Medical Manager. Such notice to
Synetic shall be made orally and in writing and shall indicate in reasonable
detail the identity of the offeror and the terms and conditions of such
proposal, inquiry or contact. Notwithstanding anything to the contrary in the
foregoing, nothing herein shall restrict or otherwise limit any of the
Stockholders from performing their fiduciary obligations solely in their
capacity as directors of Medical Manager.
Section 6. Termination. This Agreement shall terminate upon
the earliest to occur of (i) the Effective Time or (ii) the termination of the
Merger Agreement in accordance with the terms thereof; provided that the
provisions of Sections 7 and 8 of this Agreement shall survive any termination
of this Agreement; and provided further that no such termination shall relieve
any party of liability for a breach hereof prior to termination.
Section 7. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
Section 8. Miscellaneous.
(a) All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made
(and shall be deemed to have been duly made or given upon receipt) by
delivery in person, by facsimile, by courier service or by registered
or certified mail (postage prepaid, return receipt requested) to
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the respective parties at the following addresses (or at such other
address for a party as shall be specified in a notice given in
accordance herewith):
if to Synetic:
Synetic, Inc.
000 Xxxxx Xxxxx
Xxxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxx X. Xxxx, Esq.
Facsimile: (000) 000-0000
with a copy to:
Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx O'X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
if to Stockholders:
At the address set forth opposite such Stockholder's name
on Schedule A
with a copy to:
Akerman, Senterfitt & Xxxxxx, P.A.
Xxx Xxxxxxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxxx, Esq.
Facsimile: (000) 000-0000
(b) This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and
oral, between the parties with respect thereto. This Agreement may not
be amended, modified or rescinded except by an instrument in writing
signed by each of the parties hereto.
(c) If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or
public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement
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so as to effect the original intent of the parties as closely as
possible to the fullest extent permitted by applicable law in a
mutually acceptable manner in order that the terms of this Agreement
remain as originally contemplated to the fullest extent possible.
(d) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns, provided that no party may assign, delegate or
otherwise transfer any of its rights, interests or obligations under
this Agreement (except as set forth herein) without the prior written
consent of the other parties hereto.
(e) This Agreement shall be governed by, and construed in
accordance with the laws of the State of Delaware. All actions and
proceedings arising out of or relating to this Agreement shall be heard
and determined exclusively in the courts of the State of Delaware and
the United States District Court for the State of Delaware.
(f) This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first written above.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Agreed and Acknowledged:
SYNETIC, INC., a Delaware corporation
/s/ Xxx Xxxx
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By: Xxx Xxxx
Its: EVP
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SCHEDULE A
STOCKHOLDERS
Number of Shares of
Medical Manager Common
Name of Stockholder Address Stock
--------------------------- ------- Owned of
Record and Beneficially
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1. Xxxxxxx X. Xxxxxx c/o Medical Manager Corporation 5,895,000
0000 X. Xxxxx Xxxxx Xxxxx Xxxx,
Xxxxx 000
Facsimile: (000) 000-0000
2. Xxxx X. Xxxx c/o Medical Manager Corporation 518,114
0000 X. Xxxxx Xxxxx Xxxxx Xxxx,
Xxxxx 000
Facsimile: (000) 000-0000
3. Xxxxxxx X. Xxxxxxxx c/o Medical Manager Corporation 1,812,783
0000 X. Xxxxx Xxxxx Xxxxx Xxxx,
Xxxxx 000
Facsimile: (000) 000-0000
