EXHIBIT 10.1
VOTING AGREEMENT
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This is an agreement dated September 3, 1996 (the "Agreement") by and
between Manor Care, Inc., a Delaware corporation ("Parent"), and GranCare, Inc.,
a California corporation ("GranCare").
Background
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A. Simultaneously with the execution of this Agreement, GranCare is
entering into an Agreement and Plan of Merger dated the date hereof (the "Merger
Agreement") with Vitalink Pharmacy Services, Inc., a Delaware corporation
("Vitalink") pursuant to which GranCare will merge with and into Vitalink, with
Vitalink as the surviving corporation on the terms specified or referred to
therein (the "Merger"). The Merger is structured to be a tax-free
reorganization under (S) 368 of the Internal Revenue Code. Capitalized terms
used herein and not otherwise defined shall have the meaning set forth in the
Merger Agreement.
B. Parent currently owns beneficially 11,500,000 shares of Vitalink Common
Stock, par value $.01 per share (collectively with any Vitalink Common Stock
acquired hereafter, the "Shares").
C. To induce GranCare to enter into the Merger Agreement, Parent and
GranCare wish to set forth certain understandings regarding their relationship
prior to the Merger.
Terms
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Therefore, in consideration of the mutual covenants and agreements
hereinafter set forth, and intending to be legally bound, the parties hereto
agree as follows:
1. Agreements of Parent.
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1.1. The Merger. Parent agrees to vote the Shares in favor of the
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Merger.
1.2. No Solicitation. (a) Until the earlier of the Effective Time or
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the termination of the Merger Agreement in accordance with its terms, Parent
shall not, directly or indirectly, solicit or respond to any inquiries or the
making of any proposal by any person or entity (other than GranCare) with
respect to any sale, transfer, disposition of Parent's Shares, and Parent shall
not sell, transfer or dispose of the Shares.
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(b) Until the earlier of the Effective Time or the
termination of the Merger Agreement in accordance with its terms, Parent shall
not, directly or indirectly, solicit or respond to any inquiries or the making
of any proposal by any person or entity (other than GranCare) with respect to
any acquisition or purchase of a substantial amount of assets of Vitalink or any
merger, consolidation, business combination or similar transaction involving
Vitalink.
(c) Parent shall not vote in favor of, propose, endorse or
solicit proxies with respect to, any matter to be proposed to the stockholders
of Vitalink, the approval of which would restrict, hinder or otherwise be
inconsistent with the consummation of the Merger.
1.3. Reasonable Efforts. Parent agrees, from and after the date
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hereof, to use all commercially reasonable efforts to assist in the Merger
becoming effective as contemplated by the Merger Agreement.
2. Agreements of GranCare. The obligations of Parent and GranCare under
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this Agreement shall be subject to the condition that the Merger, the Merger
Agreement and this Agreement shall have been approved by the Board of Directors
of Vitalink with the effect that GranCare will not be subject to the
restrictions of Section 203 of the Delaware General Corporation Law.
3. Representations and Warranties.
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3.1. Parent is duly organized, validly existing in good standing under
the laws of the State of Delaware and has the requisite corporate power and
authority to enter into this Agreement and consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by Parent and constitutes a valid and binding obligation of Parent
enforceable against it in accordance with its terms.
3.2. GranCare is duly organized, validly existing and in good standing
under the laws of the State of California and has the requisite corporate power
and authority to enter into this Agreement and consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by GranCare and constitutes a valid and binding obligation of
GranCare, enforceable against it in accordance with its terms.
4. Termination. This Agreement shall terminate upon the earlier of (a)
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termination of the Merger Agreement in accordance with its terms, and (b) the
date of any amendment to,
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or modification or waiver of, the Merger Agreement in a manner adverse to
Vitalink not approved in writing by Parent or by the Board of Directors of
Vitalink.
5. Governing Law. All questions concerning the validity or meaning of
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this Agreement or relating to the rights and obligations of the parties with
respect to performance under this Agreement shall be construed and resolved
under the laws of the State of Delaware (regardless of the laws that might
otherwise govern under applicable Delaware principles of conflicts of law).
6. Complete Agreement. This Agreement contains the entire agreement among
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the parties and supersedes all prior or contemporaneous discussions,
negotiations, representations, or agreements relating to the subject matter of
this Agreement. No changes to this Agreement shall be made or be binding on any
party unless made in writing and signed by each party.
7. Successors. No party may assign this agreement or any of its rights or
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obligations hereunder without the prior written consent of the other parties.
Subject to the preceding sentence, this Agreement shall be binding upon, inure
to the benefit of, and be enforceable by and against the respective successors
and assigns of each party.
8. Injunctive Relief. Each of the parties hereto recognizes and
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acknowledges that a breach by it of any covenants or agreements contained in
this 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.
9. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date above written.
MANOR CARE, INC.
By:
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Name:
Title:
GranCare, INC.
By:
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Name:
Title:
