EXHIBIT 2
VOTING AGREEMENT
----------------
THIS VOTING AGREEMENT, dated as of December 14, 1997 (this "Agreement"), is
made and entered into by and among Physician Sales & Service, Inc., a Florida
corporation ("PSS") and the other parties signatory hereto (each a
"Stockholder").
Preamble
--------
The Stockholder is a stockholder of Gulf South Medical Supply, Inc.
("GSMS") and desires that PSS, PSS Merger Corp., a wholly owned subsidiary of
PSS ("Merger Corp."), and GSMS enter into an Agreement and Plan of Merger dated
the date hereof (as the same may be amended or supplemented, the "Merger
Agreement") with respect to the merger of Merger Corp. with and into GSMS (the
"Merger"), with the result that GSMS becomes a wholly owned subsidiary of PSS.
The Stockholder is executing this Agreement as an inducement to PSS to enter
into and execute, and to cause Merger Corp. to enter into and execute, the
Merger Agreement.
All capitalized terms used herein which are not defined herein shall have
the same meanings as ascribed to them in the Merger Agreement.
NOW, THEREFORE, in consideration of the execution and delivery by PSS and
Merger Corp. of the Merger Agreement and the mutual covenants, conditions and
agreements contained herein and therein, the parties agree as follows:
1. Representations and Warranties. (a) The Stockholder severally and not
jointly represents and warrants to PSS as follows:
(i) As of the date hereof, the Stockholder is the record owner of the
GSMS Common Stock set forth on Schedule 1 to this Agreement (such
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Stockholder's "Shares"). Except for the Stockholder's Shares, the
Stockholder is not the record owner of any shares of GSMS Common Stock
(except to the extent the Stockholder disclaims beneficial ownership in
accordance with applicable law). This Agreement has been duly authorized,
executed and delivered by, and constitutes a valid and binding agreement
of, the Stockholder, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency or
similar laws affecting creditors rights generally or the availability of
equitable remedies, and the execution and delivery of this Agreement will
not violate or result in a default under any agreement to which Stockholder
is a party.
(ii) Such Stockholder's Shares and the certificates representing such
Shares are now and at all times during the term hereof will be held by such
Stockholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever that would interfere with the voting of the
Shares or the granting of any proxy, except for any such encumbrances or
proxies arising hereunder.
(iii) The Stockholder understands and acknowledges that PSS and Merger
Corp. are entering the Merger Agreement in reliance upon the Stockholder's
execution and delivery of this Agreement. The Stockholder acknowledges that
the irrevocable proxy set forth in Section 4 is granted in consideration
for the execution and delivery of the Merger Agreement by PSS and Merger
Corp.
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(b) PSS represents and warrants to Stockholder that this Agreement has
been duly authorized, executed and delivered by and constitutes a valid and
binding agreement of, PSS, enforceable in accordance with its terms except
as enforceability may be limited by applicable bankruptcy, insolvency or
similar laws affecting creditors rights generally or the availability of
equitable remedies, and the execution and delivery of this Agreement will
not violate or result in a default under any agreement to which PSS is a
party.
2. Voting Agreement.
(a) The Stockholder severally agrees with, and covenants to, PSS that
at any meeting of stockholders of GSMS called to vote upon the Merger, the
Merger Agreement, and any other matters related thereto, or at any
adjournment thereof or in any other circumstances upon which a vote,
consent or other approval with respect to the Merger and the Merger
Agreement is sought, the Stockholder shall vote (or cause to be voted) the
Stockholder's Shares in favor of the Merger and the approval of the terms
thereof and each of the other transactions contemplated by the Merger
Agreement, provided that the terms of the Merger Agreement shall not have
been amended to reduce the Exchange Ratio payable in the Merger to a lesser
amount of PSS Common Stock or otherwise to materially and adversely impair
the Stockholder's rights or increase the Stockholder's obligations
thereunder. Stockholder, as a holder of GSMS Common Stock, shall be present
in person or by proxy at all meetings of stockholders of GSMS so that all
Shares are counted for purposes of determining the presence of a quorum at
such meetings.
(b) This Agreement is intended to bind Stockholder only with respect
to the specific matters set forth herein and solely in his or her capacity
as stockholder, and shall not prohibit, limit or restrict in any manner
Stockholder from acting in Stockholder's capacity as an officer or director
of GSMS or exercising or observing Stockholder's fiduciary duties and
responsibilities as an officer or director of GSMS.
3. Covenants. The Stockholder severally agrees with, and covenants to,
PSS as follows:
(a) Prior the termination of this Agreement, the Stockholder shall not
(i) transfer (which term shall include, without limitation, for the
purposes of this Agreement, any sale, gift, pledge, or consent to any
transfer of), any or all of the Stockholder's Shares or any interest
therein, except pursuant to the Merger; (ii) enter into any contract,
option or other agreement or understanding with respect to any transfer of
any or all of such Shares or any interest therein, (iii) grant any proxy,
power of attorney or other authorization in or with respect to such Shares,
except for this Agreement or (iv) deposit such Shares into a voting trust
or enter into a voting agreement or arrangement with respect to such
Shares.
(b) The Stockholder hereby < any rights of appraisal, or rights
to dissent from the Merger, that such Stockholder may have.
4. Grant of Irrevocable Proxy; Appointment of Proxy.
(a) The Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx X.
Xxxxx, Chief Executive Officer of PSS, and Xxxxx X. Xxxxx, Chief Financial
Officer of PSS, in their respective capacities as officers of PSS, and any
individual who shall hereafter succeed to any such office of PSS, and each
of them individually, the Stockholder's proxy and attorney-in-fact (with
full power of substitution), for and in the name, place and stead of the
Stockholder, to vote the Stockholder's Shares or grant a consent or
approval in respect of such Shares in favor of the Merger, the execution
and delivery of the Merger Agreement and approval of the terms thereof, and
each of the other transactions contemplated by the Merger Agreement,
provided that the terms of the Merger Agreement shall not have been amended
to reduce the Exchange Ratio payable in the Merger to a lesser amount of
PSS Common Stock or otherwise to adversely impair
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the Stockholder's rights or increase the Stockholder's obligations
thereunder, whether in his capacity as a stockholder or in any other
capacity.
(b) The Stockholder represents that any proxies heretofore given in
respect of the Stockholder's Shares are not irrevocable, and that any such
proxies are hereby revoked.
(c) The Stockholder hereby affirms that the irrevocable proxy set
forth in this Section 4 is given in connection with the execution of the
Merger Agreement, and that such irrevocable proxy is given to secure the
performance of the duties of the Stockholder under this Agreement. The
Stockholder hereby further affirms that the irrevocable proxy is coupled
with an interest and may under no circumstances be revoked. The Stockholder
hereby ratifies and confirms all that such irrevocable proxy may lawfully
do or cause to be done by virtue hereof.
5. Certain Events. The Stockholder agrees that this Agreement and the
obligations hereunder shall attach to the Stockholder's Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including without
limitation the Stockholder's successors or assigns. In the event of any stock
split, stock dividend, merger, reorganization, recapitalization or other change
in the capital structure of GSMS, or the acquisition of additional shares of
GSMS Common Stock or other voting securities of GSMS by any Stockholder, the
number of Shares subject to the terms of this Agreement shall be adjusted
appropriately and this Agreement and the obligations hereunder shall attach to
any additional shares of GSMS Common Stock or other voting securities of GSMS
issued to or acquired by the Stockholder.
6. Further Assurances. The Stockholder shall, upon request of PSS,
execute and deliver any additional documents and take such further actions as
may reasonably be deemed by PSS to be necessary or desirable to carry out the
provisions hereof and to vest the power to vote such Stockholder's Shares as
contemplated by Section 4 in PSS and the other irrevocable proxies described
therein at the expense of PSS.
7. Termination. This Agreement, and all rights and obligations of the
parties hereunder; including without limitation, the proxy set forth in Section
4, shall terminate upon the first to occur of (i) the Effective Time of the
Merger or (ii) the date upon which the Merger Agreement is terminated in
accordance with its terms.
8. Miscellaneous.
(a) This Agreement may be executed in two or more counterparts, all of
which shall be considered one and the same agreement.
(b) This Agreement (including the documents and instruments referred
to herein) constitutes the entire agreement, and supersedes all prior
agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.
(c) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.
(d) Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in part, by
operation of law or otherwise, by any of the parties without the prior
written consent of the other parties, except as expressly contemplated by
Section 3(a). Any assignment in violation of the foregoing shall be void.
(e) The Stockholder agrees that irreparable damage would occur and that
PSS would not have any adequate remedy at law in the event that any of the
provisions of this
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Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Xxxxxxx X. XxXxxxx
-------------------------------
Print Name: Xxxxxxx X. XxXxxxx
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Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Xxxxxx Xxxxxxx
-------------------------------
Print Name: Xxxxxx Xxxxxxx
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Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Xxxxx X.X. Xxxxxxxxxx
---------------------------------
Print Name: Xxxxx X.X. Xxxxxxxxxx
-4-
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Xxxxx X. Xxxxxx
-------------------------------
Print Name: Xxxxx X. Xxxxxx
-4-
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Print Name: Xxxxxx X. Xxxxxxxx
-4-
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Xxxxxx X. Xxxxx
-------------------------------
Print Name: Xxxxxx X. Xxxxx
-4-
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Xxxxx Xxxxxxxxxx
-------------------------------
Print Name: Xxxxx Xxxxxxxxxx
-4-
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Xxx X. Xxxxxxx
-------------------------------
Print Name: Xxx X. Xxxxxxx
-4-
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Xxxxxxx Xxxxx Xxxxxxxxx
-----------------------------------
Print Name: Xxxxxxx Xxxxx Xxxxxxxxx
-4-
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Xxxxx Xxxxxxx
-------------------------------
Print Name: Xxxxx Xxxxxxx
-4-
