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EXHIBIT (b)
VOTING AGREEMENT
October 18, 2000
Xxxxx Systems Corporation
00000 Xxxx Xxxxxxx Xxxxx
X.X. Xxx 000000
Xxxxxx, XX 00000-0000
Re: Agreement of Stockholders Concerning Transfer and Voting of
Shares of Health Systems Design Corporation
I understand that you and Health Systems Design Corporation (the
"Company"), of which the undersigned is a stockholder, are prepared to enter
into an agreement for the merger of a wholly-owned subsidiary of Parent
("Merger Sub ") into the Company (the "Merger"), but that you have conditioned
your willingness to proceed with such agreement (the "Agreement") upon your
receipt from me of assurances satisfactory to you of my support of and
commitment to the Merger. I am familiar with the Agreement and the terms and
conditions of the Merger. Terms used but not otherwise defined in this letter
will have the same meanings as are given them in the Agreement. In order to
evidence such commitment and to induce you to enter into the Agreement, I
hereby represent and warrant to you and agree with you as follows:
1. Voting. I will vote or cause to be voted all shares of
capital stock of the Company owned of record or beneficially owned or held in
any capacity by me or under my control, by proxy or otherwise, in favor of the
Merger and other transactions provided for in or contemplated by the Agreement
and against any inconsistent proposals or transactions. I hereby revoke any
other proxy granted by me and irrevocably appoint you, during the term of this
letter agreement, as proxy for and on behalf of me to vote (including, without
limitation, the taking of action by written consent) such shares, for me and in
my name, place and xxxxx for the matters and in the manner contemplated by this
Section 1.
2. Ownership. As of the date of this letter, my only ownership
of, or interest in, equity securities of the Company, including proxies granted
to me, consists solely of the interests described in Schedule 1 (collectively,
the "Shares").
3. Restriction on Transfer. I will not sell, transfer, pledge or
otherwise dispose of any of the Shares or any interest therein (including the
granting of a proxy to any person) or agree to sell, transfer, pledge or
otherwise dispose of any of the Shares or any interest therein, unless, as a
condition to receipt of such Shares, the transferee agrees to bound by the
terms of this letter.
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4. No Solicitation. From the date of this letter until the
termination of this letter, I will not, directly or indirectly, (a) take any
action to solicit, initiate or encourage any Acquisition Proposal or (b) engage
in negotiations or discussions with, or disclose any nonpublic information
relating to the Company or any subsidiary of the Company to, or otherwise
assist, facilitate or encourage, any person (other than Parent and Merger Sub)
that may be considering making, or has made, an Acquisition Proposal. I will
promptly notify Merger Sub after receipt of any Acquisition Proposal or any
indication that any such third party is considering making an Acquisition
Proposal or any request for nonpublic information relating to the Company or
any subsidiary of the Company or for access to the properties, books or records
of the Company or any such subsidiary by any such third party that may be
considering making, or has made, an Acquisition Proposal and will keep Parent
fully informed of the status and details of any such Acquisition Proposal,
indication or request. The foregoing provisions of this Section 4 will not be
construed to limit actions taken, or to require actions to be taken, by me that
are required or restricted by my fiduciary duties or my employment duties, or
permitted by the Agreement, and that, in each case, are undertaken in my
capacity as a director or officer of the Company.
5. Effective Date; Succession; Remedies; Termination. Upon your
acceptance and execution of the Agreement, this letter agreement will mutually
bind and benefit you and me, any of our heirs, successors and assigns and any
of your successors. You will not assign the benefit of this letter agreement
other than to a wholly owned subsidiary. We agree that in light of the
inadequacy of damages as a remedy, specific performance will be available to
you, in addition to any other remedies you may have for the violation of this
letter agreement. This letter agreement will terminate on the earlier of (i)
the termination of the Agreement and (ii) February 15, 2001.
6. Nature of Holdings; Shares. All references in this letter to
our holdings of the Shares will be deemed to include Shares held or controlled
by the undersigned, individually, jointly, or in any other capacity, and will
extend to any securities issued to the undersigned in respect of the Shares.
/s/ J. Xxxxxxx Xxxxxxxxx
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Name: J. Xxxxxxx Xxxxxxxxx
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SCHEDULE 1
Number of
Class Shares Record Owner Beneficial Owner Proxy Holder
----- ------ ------------ ---------------- ------------
Common 1,420,900 * * *
NOTE:
The 1,420,000 common shares of Health Systems Design Corp. listed
above are held in the names of J. Xxxxxxx Xxxxxxxxx and/or the Xxxxxxxxx Family
Trust, both for which I am the beneficial owner and proxy holder. Of this
amount, 111,300 are held by me in various brokerage accounts and the balance
directly. The above amounts do not include options to purchase 60,000 shares at
$5.00 per share held by Xxxxxxxxx & Xxxxxxx, or 686 shares held by my wife,
Xxxxx Xxxxxxxxx, in an XXX.
/s/ J. Xxxxxxx Xxxxxxxxx
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10/18/00
