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EXHIBIT 2.2
SHAREHOLDER AGREEMENT
SHAREHOLDER AGREEMENT (this "Agreement"), dated as of May 15, 2000
among Cerner Corporation, a Delaware corporation ("Cerner"), and the
shareholders of CITATION Computer Systems, Inc., a Missouri corporation
("CITATION"), named on Schedule I hereto (individually, a "Shareholder" and
collectively, the "Shareholders").
WHEREAS, CITATION and Cerner Performance Logistics, Inc., a Delaware
corporation and a wholly-owned subsidiary of Cerner ("Merger Sub"), propose to
enter into an Agreement and Plan of Merger dated as of the date hereof (as
amended from time to time, the "Merger Agreement"; capitalized terms used but
not defined herein shall have the meanings set forth in the Merger Agreement)
with Cerner which provides, among other things, that CITATION will merge with
and into Merger Sub (the "Merger"); and
WHEREAS, as of the date hereof, each Shareholder owns of record or
beneficially the respective number of shares of Common Stock set opposite such
Shareholder's name on Schedule I hereto; and
WHEREAS, as an essential condition to the willingness of Cerner to
enter into the Merger Agreement, Cerner has requested that each Shareholder
agree, and in order to induce Cerner to enter into the Merger Agreement, each
Shareholder has agreed, to enter into this Agreement with respect to (i) all the
shares of Common Stock owned beneficially and of record by such Shareholder as
of the date hereof or of which such Shareholder may hereafter acquire record or
beneficial ownership (the "Shares") and (ii) any other securities owned of
record or beneficially by such Shareholder as of the date hereof or of which
such Shareholder may hereafter acquire ownership of record or beneficially which
may be voted by or at the direction or on behalf of the Shareholder at any
meeting of CITATION shareholders or with respect to which action taken without a
meeting may be authorized by or at the direction or on behalf of such
Shareholder by written consent (the "Other Securities").
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and intending to be legally bound
hereby, the parties hereto agree as follows:
ARTICLE I
VOTING AGREEMENT
SECTION 1.1 Voting Agreement. Each Shareholder hereby agrees that,
with respect to the CITATION Shareholders Meeting and any other meeting of
CITATION shareholders or any action to be taken by written consent, the
Shareholder shall:
(a) appear in person or by proxy (or use its reasonable best efforts
to cause the holder of record on any applicable record date to appear in
person or by proxy) for the purpose of obtaining a quorum at the CITATION
Shareholders Meeting and at any adjournment or postponement thereof;
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(b) vote (or cause to be voted) the Shares and the Other Securities
(or, as applicable, shall execute or cause to be executed written consents
in respect of the Shares and the Other Securities) in favor of the approval
and adoption of the Merger Agreement, the Merger and, any other
transactions or matters contemplated by the Merger Agreement, and any
actions required in furtherance thereof and hereof; and
(c) not encourage any holder of securities of CITATION to vote against
the approval and adoption of the Merger Agreement, the Merger or any other
transactions or matters contemplated by the Merger Agreement, and not take
any action, or permit any action to be taken, that would reasonably be
expected to impede, interfere, or be inconsistent with, delay, postpone,
discourage, disparage or otherwise adversely affect, the Merger Agreement,
the Merger, this Agreement and any other transactions or matters
contemplated by the Merger Agreement, or a Shareholder's obligations
hereunder, including, but not limited to, the obligations of each
Shareholder to vote for the approval and adoption of the Merger Agreement,
the Merger and any other transactions or matters contemplated by the Merger
Agreement, and to use its reasonable best efforts to consummate and make
effective the transactions contemplated by this Agreement, provided that
nothing in this Section 1.1 shall limit any individual Shareholder who is a
director of CITATION from exercising or performing any of such
Shareholder's rights or duties solely in such Shareholder's capacity as a
director of CITATION.
SECTION 1.2 Irrevocable Proxy. In order to ensure that the voting
agreement set forth in Section 1.1 and the other obligations of each Shareholder
hereunder will be carried out, each Shareholder hereby grants an irrevocable
proxy, coupled with an interest, in the form attached hereto as Exhibit A (the
"Irrevocable Proxy"). Such Shareholder hereby revokes all other proxies and
powers of attorney with respect to the Shares and the Other Securities that such
Shareholder may have heretofore appointed or granted that would prevent such
Shareholder from performing its obligations hereunder, and no subsequent proxy
or power of attorney shall be given or written consent executed (and if given or
executed, shall not be effective) by such Shareholder with respect thereto. All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of any Shareholder and any obligation of such Shareholder under this
Agreement shall be binding upon the transferees, heirs, personal
representatives, successors and assigns of such Shareholder.
SECTION 1.3 Evaluation of Investment. Each Shareholder, by reason
of such Shareholder's knowledge and experience in financial and business
matters, is capable of evaluating the merits and risks of the investment in the
Cerner Common Stock following the Merger, contemplated by the Merger Agreement.
SECTION 1.4 Documents Delivered. Each Shareholder acknowledges
receipt of copies of the following documents:
(a) the Merger Agreement and all schedules and exhibits thereto;
(b) Cerner's Annual report on Form 10-K for the fiscal year ended
January 1, 2000;
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(c) Cerner's Proxy Statement dated April 17, 2000;
(d) each report filed with the Securities and Exchange Commission by
Cerner on Forms 8-K and 10-Q since January 1, 2000; and
(e) any other information requested by any Shareholder concerning an
evaluation of an investment in Cerner Common Stock.
Each Shareholder also acknowledges that it possesses the information relating to
Cerner which such Shareholder deems relevant to its investment in the Cerner
Common Stock should the Merger be consummated.
ARTICLE II
OPTION TO PURCHASE
SECTION 2.1 Grant of Option. Each Shareholder hereby grants to
Cerner the right and option (the "Option") to purchase from such Shareholder, at
the times and on the terms and conditions hereinafter set forth, all or part of
the shares of Common Stock set opposite such Shareholder's name on Schedule I
hereto at the purchase price determined as follows: (a) with respect to 90% of
such shares for which Cerner is exercising this Option, the Merger Consideration
set forth in Section 2.1(e)(i)(A) of the Merger Agreement, and (b) with respect
to 10% of such shares for which Cerner is exercising this Option, the Merger
Consideration set forth in Section 2.1(e)(i)(B) of the Merger Agreement.
SECTION 2.2 Exercise of Option. The Option granted hereunder shall
be exercisable in whole or in part from time to time by delivery of the
following by Cerner to the a Shareholder of:
(a) Written notice of exercise signed by Cerner which specifies the
number of shares to be purchased; and
(b) Full payment for the shares, determined in accordance with Section
2.1, with respect to which such Option or portion thereof is thereby
exercised.
SECTION 2.3 Deliver of Shares. Exercises of this Option shall be
honored by the Shareholder delivering to Cerner, upon receipt of the foregoing
written notice and consideration, stock certificates evidencing such shares,
together with stock powers executed by the Shareholder in blank.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1 Representations and Warranties of Each Shareholder.
Except as set forth on the disclosure letter attached hereto, each Shareholder
represents and warrants to Cerner as follows:
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(a) Each Shareholder (if it is a corporation, general or limited
partnership, limited liability company or other legal entity) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization. Such Shareholder has the
requisite power and authority (and if a natural person, the legal capacity)
to execute and deliver this Agreement and to perform its obligations
hereunder. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by such Shareholder and no other proceedings on the part of such
Shareholder are necessary to authorize this Agreement and the consummation
of the transactions contemplated hereby. This Agreement has been duly
executed and delivered by such Shareholder and, assuming that this
Agreement constitutes a valid and binding agreement of Cerner, is a legal,
valid and binding obligation of such Shareholder, enforceable against such
Shareholder in accordance with its terms, except as such enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium and
similar laws, now or hereafter in effect, relating to or affecting the
rights and remedies of creditors generally, and to general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or a law) and to general principles governing the
duties of fiduciaries.
(b) The execution and delivery of this Agreement by such Shareholder
do not, and the performance of this Agreement by such Shareholder will not
conflict with, result in any breach of or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration or
cancellation of, or require payment under, or result in the creation of any
Encumbrances (as defined below) on any of the assets of such Shareholder
pursuant to any contract or other instrument to which such Shareholder is a
party or by which such Shareholder or any of such Shareholder's assets are
bound, except for any thereof that would not reasonably be expected to
materially impair the ability of such Shareholder to perform such
Shareholder's obligations hereunder or to consummate the transactions
contemplated hereby.
(c) The execution and delivery of this Agreement by such Shareholder
do not, and the performance of this Agreement by such Shareholder will not,
require such Shareholder to obtain any consent, approval, authorization or
permit of, or to make any filing with or notification to, any Governmental
Entity based on any federal, state, local or foreign law, statute,
ordinance, rule, regulation, permit, injunction, writ, judgment, decree or
order (collectively, "Laws") of any Governmental Entity, except (i)
pursuant to the Exchange Act, the Securities Act and the HSR Act; and (ii)
where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, could not reasonably be
expected to materially impair the ability of such Shareholder to perform
such Shareholder's obligations hereunder or to consummate the transactions
contemplated hereby.
(d) There is no suit, action, investigation or proceeding pending or,
to the knowledge of such Shareholder, threatened against such Shareholder
at law or in equity before or by any Governmental Entity that would
reasonably be expected to materially impair the ability of such Shareholder
to perform such Shareholder's obligations hereunder or to consummate the
transactions contemplated hereby.
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(e) Such Shareholder owns beneficially and of record the shares of
Common Stock set forth opposite such Shareholder's name on Schedule I
hereto (the "Existing Shares"). Except as set forth on Schedule I, the
Existing Shares constitute all the shares of Common Stock owned of record
or beneficially by such Shareholder. Except as set forth on Schedule I,
such Shareholder has sole voting power, sole power of disposition and all
other Shareholder rights with respect to all the Existing Shares, with no
restrictions, other than pursuant to applicable securities laws, on such
Shareholder's rights of disposition pertaining thereto. Such Shareholder
owns options or warrants to purchase or other securities convertible or
exchangeable into or exercisable for the number of shares of such Common
Stock set forth opposite such Shareholder's name on Schedule I hereto
(collectively, the "Derivative Securities"). None of the Existing Shares or
Derivative Securities is subject to (i) any right of first refusal or first
offer, (ii) right to purchase, acquire or vote, or (iii) proxy or power of
attorney, except in the case of clause (ii) or (iii) any rights created by
this Agreement. Such Shareholder has good and valid title to all the
Existing Shares, free and clear of all Encumbrances (other than any
Encumbrance created by this Agreement).
(f) Such Shareholder (i) is not a party to any agreement, arrangement
or understanding with respect to voting, holding or disposing of any
Shares, Other Securities, shares of Common Stock or the shares of Cerner
Common Stock, either as of the date hereof or at any time in the future,
and (ii) is not a member of a "group" within the meaning of Section
13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder, with respect to
Shares, Other Securities, shares of Cerner Common Stock, except for this
Agreement.
ARTICLE IV
COVENANTS OF THE SHAREHOLDER
SECTION 4.1 No Solicitation. Each Shareholder and its
Representatives shall immediately cease and cause to be terminated all existing
discussions or negotiations to which the Shareholder or its officers, directors,
employees, agents, accountants, counsel, advisors or consultants (collectively,
"Representatives") are a part relating to an Acquisition Proposal for CITATION
with any parties conducted heretofore. From the date hereof until the Effective
Time or, if earlier, the termination of the Merger Agreement pursuant to Article
IX thereof, each Shareholder shall not, whether directly or indirectly through
Representatives or other intermediaries, and will instruct such Shareholder's
Representatives not to, whether directly or indirectly through Representatives
or other intermediaries, initiate, solicit or encourage (including by way of
furnishing information or assistance), or take any other action to facilitate,
any inquiries or the making of any proposal regarding a potential Acquisition
Proposal for CITATION or any transaction referred to in Section 6.2, or enter
into or maintain discussions or negotiate with any person regarding, in
furtherance of or relating to such inquiries or the making of a proposal
regarding or consummation of an Acquisition Proposal for CITATION, or agree to
or endorse any Acquisition Proposal for CITATION, or disclose any non-public
information relating to CITATION to any person that has made or may reasonably
be expected to make a proposal regarding an Acquisition Proposal for CITATION or
that has advised CITATION that it is or may be interested in making a proposal
regarding an Acquisition Proposal for
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CITATION, or authorize or permit any of such Shareholder's Representatives to
take any such action, and each Shareholder shall use such Shareholder's
reasonable best efforts to cause such Shareholder's Representatives not to take
any such action, and each Shareholder shall promptly notify Cerner if any such
inquiries or proposals are made regarding a potential Acquisition Proposal for
CITATION, and each Shareholder shall promptly inform Cerner as to the terms and
details of any such inquiry or proposal (including the identity of the true
party in interest making such inquiry or proposal) and, if in writing, promptly
deliver or cause to be delivered to Cerner a copy of such inquiry or proposal,
and each Shareholder shall keep Cerner informed, on a current basis, of the
status, terms and details of any such inquiries or such proposals. Anything in
this Section 4.1 to the contrary notwithstanding, nothing in this Section 4.1
shall limit any individual Shareholder who is also a director of the CITATION,
from exercising or performing any of such Shareholder's rights or duties solely
in such Shareholder's capacity as a director of the CITATION.
Further Assurances. Each Shareholder agrees to use such Shareholder's
reasonable best efforts to take, or cause to be taken, all appropriate
action, and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement, including, but
not limited to, the Merger or the transactions contemplated by the Merger
Agreement. If any further action is necessary or desirable to carry out the
purposes of this Agreement, such Shareholder shall use such Shareholder's
reasonable best efforts to take all such action as promptly as practicable.
ARTICLE V
SURVIVAL
SECTION 5.1 Survival. All provisions of this Agreement shall
survive any termination of the Merger Agreement and shall remain in full force
and effect, except as otherwise provided in Sections 5.2 and 5.3.
SECTION 5.2 Termination. Articles I, II, III and IV shall terminate
upon any termination of the Merger Agreement in accordance with Article IX
thereof.
SECTION 5.3 Effect of Termination. In the event that any part of
this Agreement shall terminate pursuant to this Article V, such part of this
Agreement shall thereafter be void and the parties hereto shall have no further
rights or obligations with respect thereto, except as a result of any prior
breach thereof.
ARTICLE VI
DEFINITIONS
SECTION 6.1 Definitions. For purposes of this Agreement:
(a) "Beneficially own" or "beneficial ownership" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined
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pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any
agreement, arrangement or understanding, whether or not in writing.
Securities beneficially owned by one Person shall include securities
beneficially owned by all other Persons with whom such Person would
constitute a "group" within the meaning of Section 13(d)(3) of the Exchange
Act and Rule 13d-5(b) thereunder.
(b) "Person" shall mean an individual, corporation, partnership, joint
venture, association, trust, unincorporated organization or other entity.
(c) "Encumbrance" means any pledge, security interest, lien, claim,
encumbrance, mortgage, charge, hypothecation, option, right of first
refusal or offer, community property right, other marital right, preemptive
right, voting agreement, voting trust, proxy, power of attorney, escrow,
option, forfeiture, penalty, action at law or in equity, security
agreement, shareholder agreement or other agreement, arrangement, contract,
commitment, understanding or obligation, or any other restriction,
qualification or limitation on the use, transfer, right to vote, right to
dissent, and seek appraisal, receipt of income or other exercise of any
attribute of ownership, except for those which do not or could not
reasonably be expected to, individually or in the aggregate, materially
impair the ability of such Shareholder to perform such Shareholder's
obligations hereunder or to consummate the transactions contemplated
hereby.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1 Severability. 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 so long as the economic or legal
substance of this Agreement is not affected in any manner materially adverse to
any party. 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 so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that the
terms of this Agreement remain as originally contemplated to the fullest extent
possible.
SECTION 7.2 Entire Agreement. This Agreement constitutes the entire
agreement between Cerner and each Shareholder with respect to the subject matter
hereof and supersedes all prior agreements and understandings, both written and
oral, between Cerner and such Shareholder with respect to the subject matter
hereof.
SECTION 7.3 Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed and delivered shall be deemed to be an original but all of which taken
together shall constitute one and the same instrument.
SECTION 7.4 Assignment. Neither this Agreement nor any rights or
interests hereunder shall be assigned by any Shareholder (whether by operation
of law or otherwise)
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without the prior written consent of Cerner, except that any Shareholder may
transfer the Shares or Other Securities subject to the Voting Agreement set
forth in Section 1.1 hereof and the Irrevocable Proxy attached hereto as Exhibit
A. Cerner may assign, in its sole discretion, its rights hereunder to any direct
or indirect wholly owned subsidiary or affiliate of Cerner, but no such
assignment shall relieve Cerner of its obligations hereunder if such assignee
does not perform such obligations.
SECTION 7.5 Amendments. This Agreement may not be amended,
supplemented, waived or otherwise modified or terminated, except upon the
execution and delivery of a written agreement executed by the parties hereto.
SECTION 7.6 Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly received if so given) by hand delivery, facsimile
transmission, mail (registered or certified mail, postage prepaid, return
receipt requested), or courier service providing proof of delivery. All
communications hereunder shall be delivered to the respective parties at the
following addresses:
If to Cerner and/or Merger Sub, to:
Cerner Corporation
0000 Xxxxxxxxx Xxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: President
with copies to:
Cerner Corporation
0000 Xxxxxxxxx Xxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: General Counsel
Xxxxxxx, Mag & Fizzell, P.C.
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxx
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If to Shareholder, in accordance with the information
set forth on Schedule I hereto.
with copies to:
CITATION, Inc.
000 Xxxxx Xxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: President
Xxxxxxxx Xxxxxx LLP
Xxx Xxxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxx
or to such other address as the person to whom notice is given may have
previously furnished the others in writing in the manner set forth above.
SECTION 7.7 No Third Party Beneficiaries. This Agreement is not
intended to be for the benefit of, and shall not be enforceable by, any person
or entity not a party hereto.
SECTION 7.8 Specific Performance. Each of the parties hereto
acknowledges that a breach by it of any agreement contained in this Agreement
may cause the other party to sustain damage for which it may 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 may be
entitled to the remedy of specific performance of such agreement and injunctive
and other equitable relief in addition to any other remedy to which it may be
entitled, at law or in equity.
SECTION 7.9 Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
SECTION 7.10 No Waiver. The failure of any party hereto to exercise
any right, power or remedy provided under this Agreement or otherwise available
in respect hereof at law or in equity, or to insist upon strict compliance by
any other party hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof, shall not constitute
a waiver by such party of its right to exercise any such or other right, power
or remedy or to demand such compliance.
SECTION 7.11 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Missouri, without giving
effect to the principles of conflicts of law thereof.
SECTION 7.12 Waiver of Jury Trial. EACH OF CERNER AND EACH
SHAREHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
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IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT
OR SUCH SHAREHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND
ENFORCEMENT THEREOF.
SECTION 7.13 Descriptive Headings. The descriptive headings used
herein are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
CERNER CORPORATION
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: Vice President
/s/ Xxxxxxx X. Xxxxx
--------------------------------
Shareholder
/s/ J. Xxxxxx Copper
--------------------------------
Shareholder
/s/ Xxxxx X. Xxxxxx
--------------------------------
Shareholder
/s/ Xxxxx X. Xxxxxxx
--------------------------------
Shareholder
CFB Venture Fund I, Inc.
By: /s/ Xxxxx X. X'Xxxxxxx
--------------------------------
Xxxxx X. X'Xxxxxxx
Chairman and CEO
Shareholder
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SCHEDULE 1 - SHAREHOLDER AGREEMENT
NAME OF OTHER SECURITIES
SHAREHOLDER SHARES OWNED OWNED ADDRESS FOR NOTICES
----------- ------------ ----- -------------------
J. Xxxxxx Copper 310,511 205,000 0000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Xxxxxxx X. Xxxxx 107,000 135,000 0000 Xxx Xxxxxxx Xxxx
Xx. Xxxxx, XX 00000
Xxxxx X. X'Xxxxxxx(1) 643,229 12,000 00000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Xxxxx X. Xxxxxxx 23,968 22,000 00 Xxxxxxxxxx
Xxxxx, XX 00000-0000
Xxxx X. Xxxxx 36,164 22,000 00000 Xxxxxxxxxxx Xxxxx Xxxxx
Xxxx & Xxxxxxx, XX 00000
Xxxxx X. Xxxxxx 12,418 15,000 000 Xxx Xxxxxx
Xxxxxxx, XX 00000
--------
(1) Xx. X'Xxxxxxx beneficially owns 636,229 shares of Company Common Stock
through CFB Venture Fund I, Inc. ("CFB"), a subsidiary of Commerce
Bancshares, Inc. ("CBI"). Xx. X'Xxxxxxx is the Chairman of CFB. Xx.
X'Xxxxxxx may be deemed to share voting and investment power over those
shares with CBI.
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EXHIBIT A
IRREVOCABLE PROXY COUPLED WITH AN INTEREST
The undersigned hereby irrevocably appoint(s) Cerner Corporation, a
Delaware corporation ("Cerner"), as the proxy of the undersigned and hereby
grant(s) to Cerner this irrevocable proxy coupled with an interest ("Irrevocable
Proxy") with respect to shares (the "Shares," which term shall
include any and all other shares of capital stock or securities or rights issued
or issuable in respect thereof on or after the date hereof) of the common stock,
par value $.10 per share ("Common Stock"), of CITATION Computer Systems, Inc., a
Missouri corporation (the "Company"), that the undersigned own(s) of record, or
otherwise has the right to vote, with all power and authority to vote and to
execute and deliver written consents, in each case, in the name, place and stead
of the undersigned, and at any annual or special meeting of shareholders of the
Company, or at any adjournment or postponement thereof, or as to any action that
can be taken by written consent, in favor of approval and adoption of the
Agreement and Plan of Merger dated the date hereof among Cerner, the Company and
Cerner Performance Logistics, Inc., a Delaware corporation ("Merger Sub"), as
may be amended from time to time, the ("Merger Agreement"), the Merger, any
other transactions or matters contemplated by the Merger Agreement, and any
actions required in furtherance of any of the foregoing, in such manner as
Cerner may determine in its sole and unlimited discretion, in each case to the
same extent and with the same effect as the undersigned might or could do under
any applicable law or regulation governing the rights and powers of shareholders
of a Missouri corporation, irrespective of whether the undersigned is present at
such meeting.
This Irrevocable Proxy constitutes a valid and effective irrevocable
proxy coupled with an interest of Cerner in the Shares of the undersigned in
respect of the foregoing Shares of Common Stock of the Company; revokes any
proxy or proxies heretofore given by the undersigned in respect of any Shares of
Common Stock of the Company; this Irrevocable Proxy shall remain in full force
and effect until the earlier of (i) termination of the Merger Agreement in
accordance with Article IX thereof, or (ii) the consummation of the Merger.
Unless otherwise defined herein, all capitalized terms shall have the respective
meanings set forth in the Merger Agreement.
This Irrevocable Proxy shall continue to cover the Shares sold,
transferred or otherwise disposed of after the date hereof through the time
period referred to in the last clause of the immediately preceding paragraph.
Dated as of May , 2000
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Name:
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STATE OF )
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) ss.
COUNTY OF )
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Sworn to and subscribed before me this day of May, 2000
and acknowledged before me as being the free act and deed of the above
signatory.
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Notary Public
My Commission expires:
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