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EXHIBIT 99.6
IRREVOCABLE STOCKHOLDER VOTING AGREEMENT
THIS IRREVOCABLE STOCKHOLDER VOTING AGREEMENT (this "Agreement") is made
as of the 12th day of April, 2001, by and among Vista Information Solutions,
Inc., a Delaware corporation ("Vista"), the undersigned holders of shares of
Vista's Preferred Stock (the "Holders"), Chicago Title and Trust Company, an
Illinois corporation ("Chicago Title"), and Fidelity National Financial, Inc., a
Delaware corporation ("Fidelity").
WHEREAS, pursuant to an Agreement and Plan of Reorganization and Merger
dated as of April 12th, 2001 by and among Fidelity, Vista and Chicago Title (the
"Merger Agreement"), Fidelity and Chicago Title will become shareholders of
Vista; and
WHEREAS, Fidelity and Chicago Title have required that the Holders
convert their shares of Preferred Stock of Vista into shares of Common Stock of
Vista as a condition of the Closing under the Merger Agreement; and
WHEREAS, as a condition of, and in order to induce the Holders to
convert their Preferred Stock, Fidelity and Chicago Title are willing to enter
into this Agreement and make the commitments herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants set forth herein, the parties hereto agree as follows:
1. Election of Preferred Directors.
(a) For a period of two (2) years after the Effective Time under
the Merger Agreement (the "Term"), Fidelity and Chicago Title shall, at all
meetings of stockholders of Vista and in all actions by written consent of
stockholders of Vista held or taken with respect to the election or removal, or
the powers, of members of the Board of Directors of Vista (the "Board"), except
as provided in the following sentence: (i) vote or cause to be voted as many of
the Subject Shares (as defined below) as is required to elect and maintain the
election as members of the Board of those two (2) individuals designated in
writing from time to time by the Holders of a majority of the shares of Vista
Common Stock held by all Holders (the "Preferred Directors"), (ii) not vote or
cause to be voted any of the Subject Shares for the removal of either of the
Preferred Directors as members of the Board or otherwise to diminish the powers
of the Preferred Directors as members of the Board, and (iii) take such other
actions as are necessary to effectuate the continuous and uninterrupted tenure
of the Preferred Directors as members of the Board. In the event that the
Holders of a majority of the shares of Vista Common Stock held by all Holders
notify Fidelity and Chicago Title that one or both of the Preferred Directors
are to be removed, with or without cause, and are to be replaced with new
designees, Fidelity and Chicago Title shall promptly vote or cause to be voted,
by written consent or as such Holders may otherwise specify, as many of the
Subject Shares as is required to effect such removal and replacement, consistent
with the applicable provisions of Vista's By-Laws. The initial Preferred
Directors shall be Xxxxxxx Xxxxxxx and Xxxx Xxxxxxxx.
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(b) For purposes hereof, "Subject Shares" means any and all
shares of Vista's capital stock and any other securities of Vista having voting
rights beneficially owned or held by Fidelity or Chicago or over which Fidelity
or Chicago directly or indirectly has or controls the power to vote.
(c) The parties hereby agree that the foregoing agreement shall
constitute an exception to the obligation of each Holder under Section
3.2(a)(ii) of the Voting Agreement of even date herewith by and among the
parties hereto and certain other stockholders of Vista.
2. Irrevocable Agreement; Amendments; Waivers. As the voting commitments
herein are agreed to in order to induce the conversion of the shares of
Preferred Stock held by the Holders in order to permit the issuance of shares of
Common Stock to Fidelity and Chicago Title and the other transactions
contemplated in the Merger Agreement, such commitments are coupled with an
interest and may not be revoked or terminated, and no provision hereof shall be
waived, during the Term except by a writing signed by Holders holding a majority
of the shares of Common or Preferred Stock held by all Holders.
3. Specific Performance. In addition to any other remedy that may be
available in the event of any breach of the obligations of Fidelity and Chicago
Title hereunder, the Holders shall be entitled to specific performance of such
obligations hereunder without the necessity of proving the likelihood of harm or
of posting any bond or similar requirement.
4. Notices. All designations and other notices to be given hereunder
shall be deemed properly given if in writing and delivered personally or sent by
registered or certified mail, return receipt requested, to the addressee at the
address set forth below its name on the signature page hereto, or at such other
address of which notice has been given.
5. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective legal representatives
and assigns.
6. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
7. Entire Agreement. This Agreement constitutes the complete agreement
of the parties with respect to the subject matter hereof.
8. Severability. The provisions of this Agreement shall be severable so
that the invalidity or unenforceability of any one provision shall not affect
any other provision.
9. Counterparts. This Agreement may be executed in one or more
counterparts and, if in more than one, each counterpart shall be deemed original
and together but one instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed under seal by their respective authorized signatories as of the date
first above written.
FIDELITY NATIONAL FINANCIAL, INC.
By:
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Name:
-----------------------------------
Title:
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Address: 0000 Xxxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
CHICAGO TITLE AND TRUST COMPANY
By:
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Name:
-----------------------------------
Title:
----------------------------------
Address: 0000 Xxxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
THE HOLDERS:
CENTURY CAPITAL PARTNERS II, L.P.
By: CCP Capital II, LLC, its General
Partner
By:
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Name:
-----------------------------------
Title:
----------------------------------
Address: Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Facsimile: 000-000-0000
HC INVESTMENTS, INC.
By:
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Name: Xxxxxxx X. Xxxxx
Its: Assistant Vice-President
Address: 000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Facsimile: 000-000-0000
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XXXXX X. XXXXXXX, XXXXX XXXXXXXX XXXXXXX AND
X.X. XXXXXXXXXXXX, TRUSTEES OF THE XXXXX X.
XXXXXXX TRUST U/A DATED NOVEMBER 18, 1985
By:
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X.X. Xxxxxxxxxxxx, Trustee
Address: 0000 Xxxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
Facsimile: 000-000-0000
XXXXXX X. XXXXXX AND X.X. XXXXXXXXXXXX,
TRUSTEES UNDER AGREEMENT OF TRUST DATED
DECEMBER 30, 1976 FOR CHILDREN OF: JULIET XXX
XXXXXXX XXXXXXX
By:
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Xxxxxx X. Xxxxxx, Trustee
By:
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X.X. Xxxxxxxxxxxx, Trustee
Address: 0000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
Facsimile: 000-000-0000
XXXXXX X. XXXXXX AND X.X. XXXXXXXXXXXX,
TRUSTEES UNDER AGREEMENT OF TRUST DATED
DECEMBER 30, 1976 FOR CHILDREN OF:
XXXXXX XXXXXXX XXXXXX
By:
------------------------------------------
Xxxxxx X. Xxxxxx, Trustee
By:
------------------------------------------
X.X. Xxxxxxxxxxxx, Trustee
Address: 0000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
Facsimile: 000-000-0000
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XXXXXX X. XXXXXX AND X.X. XXXXXXXXXXXX,
TRUSTEES UNDER AGREEMENT OF TRUST DATED
DECEMBER 30, 1976 FOR CHILDREN OF:
XXXXX XXX XXXXXX, XX.
By:
------------------------------------------
Xxxxxx X. Xxxxxx, Trustee
By:
------------------------------------------
X.X. Xxxxxxxxxxxx, Trustee
Address: 0000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
Facsimile: 000-000-0000
XXXXXX X. XXXXXX AND X.X. XXXXXXXXXXXX,
TRUSTEES UNDER AGREEMENT OF TRUST DATED
DECEMBER 30, 1976 FOR CHILDREN OF:
XXXXXXX XXXXXX XXXXXX
By:
------------------------------------------
Xxxxxx X. Xxxxxx, Trustee
By:
------------------------------------------
X.X. Xxxxxxxxxxxx, Trustee
Address: 0000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
Facsimile: 000-000-0000
WESTERN INTERNATIONAL INSURANCE COMPANY
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Address: c/o Bankers Insurance Company
000 Xxxxxxx Xxxxxx
Xx. Xxxxxxxxxx, XX 00000
Telephone: 000-000-0000, ext. 4237
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