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EXHIBIT 99.2
VOTING AGREEMENT AND IRREVOCABLE PROXY
THIS VOTING AGREEMENT AND IRREVOCABLE PROXY (the "Agreement"), dated as of
July 13, 2000, between Liberty Partners Holdings 6, L.L.C. (the "Stockholder"),
who is a stockholder of Allscripts, Inc., a Delaware corporation (the
"Company"), and Channelhealth Incorporated, a Delaware corporation
("ChannelHealth").
WHEREAS, concurrently with the execution of this Agreement, the Company,
ChannelHealth, IDX Systems Corporation, a Vermont corporation and a principal
stockholder of ChannelHealth ("IDX"), Allscripts Holding, Inc., Bursar
Acquisition, Inc. and Bursar Acquisition No. 2, Inc. have entered into an
Agreement and Plan of Merger (as the same may be amended from time to time, the
"Merger Agreement"), providing for the acquisition of ChannelHealth by the
Company, pursuant to the terms and conditions of the Merger Agreement (the
"ChannelHealth Merger"); and
WHEREAS, the Stockholder owns of record and beneficially the number of
shares of capital stock of the Company set forth beneath his, her or its
signature below (the "Shares"); and
WHEREAS, in connection with the transaction contemplated by the Merger
Agreement, the Company may become a wholly owned subsidiary of a holding company
("Newco") and the Stockholder may receive shares of capital stock of Newco in
exchange for the shares (the "Newco Shares"); and
WHEREAS, the Stockholder wishes to enter into this Agreement with respect
to all of the Shares and all of the shares of the Company's capital stock which
the Stockholder acquires during the term of this Agreement, together with any
Newco Shares the stockholder acquires during the term of this Agreement and any
such capital as to which it has, directly or indirectly, the right to vote or
direct the voting of (collectively, the "Proxy Shares");
WHEREAS, approval and adoption of the Merger Agreement by the Company's
stockholders is a condition to the consummation of the ChannelHealth Merger; and
WHEREAS, in order to induce ChannelHealth and IDX to enter into the Merger
Agreement, the Stockholder has agreed, upon the terms and subject to the
conditions set forth herein, to vote the Proxy Shares and to deliver an
irrevocable proxy to ChannelHealth to vote the Proxy Shares at any meeting of
the Company's Stockholders or in connection with any action by consent of the
Company's Stockholders, in favor of (i) the issuance of the ChannelHealth Merger
Shares and the Allscripts Merger Shares pursuant to the Merger Agreement and
(ii) the approval and adoption of the Merger Agreement and the approval of the
ChannelHealth Merger and the Allscripts Merger.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Merger Agreement.
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NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. Agreement to Vote Shares. The Stockholder agrees during the term of
this Agreement to vote, and to cause its Affiliates to vote, the Proxy Shares,
in person or by proxy (or by written consent if action is taken by written
consent) in favor of (i) the issuance of the ChannelHealth Merger Shares and the
Allscripts Merger Shares pursuant to the Merger Agreement and (ii) approval and
adoption of the Merger Agreement and the approval of the ChannelHealth Merger
and the Allscripts Merger at any meeting of the Stockholders of the Company (or
any written action in lieu of a meeting) at which such matters are considered
and at every adjournment thereof. The Stockholder agrees, not to, and not to
permit any of its Affiliates to, vote or execute any written consent in lieu of
a stockholders meeting or vote of the Company, if such consent or vote by the
stockholders of the Company would be inconsistent with or frustrate the purposes
of the other agreements of the Stockholder pursuant to this paragraph.
2. Irrevocable Proxy. The Stockholder hereby irrevocably appoints
ChannelHealth, with full power of substitution, as the Stockholder's attorney
and proxy to attend any meeting of Stockholders of the Company or Newco (and any
adjournment or adjournments thereof) called for the purpose of approving the
issuance of the ChannelHealth Merger Shares and the Allscripts Merger Shares and
approving and adopting, among other purposes, the Merger Agreement and the
ChannelHealth Merger and the Allscripts Merger and to vote such Stockholder's
Proxy Shares at such meeting and at any adjournment or adjournments thereof in
favor of the approval of the issuance of the ChannelHealth Merger Shares and the
Allscripts Merger Shares and in favor of the Merger Agreement and the
ChannelHealth Merger and the Allscripts Merger. This proxy is coupled with the
interests provided for or contemplated under this Agreement and the Merger
Agreement and shall be irrevocable until terminated in accordance with the
provisions of Section 6 hereof.
3. No Voting Trusts. The Stockholder agrees that the Stockholder will
not, nor will the Stockholder permit any entity under the Stockholder's control
to, deposit any of the Proxy Shares in a voting trust or subject any of the
Proxy Shares to any arrangement with respect to the voting of the Proxy Shares
inconsistent with this Agreement.
4. Revocation of Prior Proxies; Limitation on Dispositions and Proxies.
The Stockholder hereby revokes any and all previous proxies with respect to the
Proxy Shares or any other voting securities of the Company that relate to the
approval of the Merger Agreement. During the term of this Agreement, the
Stockholder agrees not to grant any proxies with respect to (except for this
Proxy or a proxy which is not inconsistent with the terms of this Agreement) any
of the Proxy Shares.
5. Specific Performance. Each party hereto acknowledges that it will be
impossible to measure in money the damages to the other party if a party hereto
fails to comply with the obligations imposed by this Agreement, and that, in the
event of any such failure, the other party will not have an adequate remedy at
law or in damages. Accordingly, each party hereto agrees that injunctive relief
or other equitable remedy, in addition to remedies at law or damages, is the
appropriate remedy for any such failure and will not oppose the granting of such
relief on the basis that the other party has an adequate remedy at law. Each
party hereto agrees that it will not
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seek, and agrees to waive any requirement for, the securing, or posting of a
bond in connection with any other party's seeking or obtaining such equitable
relief.
6. Term of Agreement; Termination. Subject to Section 10(e), the term of
this Agreement shall commence on the date hereof and such term and this
Agreement shall terminate upon the earliest to occur of (i) the Effective Time,
or (ii) the date on which the Merger Agreement is terminated in accordance with
its terms. Upon such termination, no party shall have any further obligations
or liabilities hereunder; provided, that such termination shall not relieve any
party from liability for any breach of this Agreement prior to such termination.
7. Representations and Warranties of the Stockholder. Stockholder
represents and warrants to ChannelHealth and IDX as follows:
(a) The Stockholder is the lawful owner of the Shares, free and clear
of all liens, charges, options, rights, encumbrances, stockholders agreements,
voting agreements, agreements to transfer or otherwise dispose of such Shares
and commitments of every kind, other than this Agreement and has the sole power
to vote (or cause to be voted) the Shares as set forth in this Agreement.
Neither the Stockholder nor any of its Affiliates owns or holds any rights to
acquire any additional securities of the Company or any interest therein or any
voting rights with respect to any additional shares of Company any other
securities of the Company.
(b) This Agreement has been duly executed and delivered by a duly
authorized officer to the Stockholder.
(c) This Agreement constitutes the valid and binding agreement of the
Stockholder, enforceable against the Stockholder in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws relating to or
affecting creditors generally by general equity principles (regardless of
whether enforceability is considered in a proceeding in equity or at law) or by
an implied covenant of good faith and fair dealing.
(d) The execution and delivery of this Agreement by the Stockholder
does not violate or breach, and will not give rise to any violation or breach,
of the Stockholder's charter or by-laws, except as will not materially impair
the ability of such Stockholder to effectuate, carry out or comply with all of
the terms of this Agreement, any law, third party consent, Governmental Body
approval or Contract by which the Stockholder, the Proxy Shares or its assets or
properties may be bound.
8. Entire Agreement. This Agreement supersedes all prior agreements,
written or oral, among the parties hereto with respect to the subject matter
hereof and contains the entire agreement among the parties with respect to the
subject matter hereof. This Agreement may not be amended, supplemented or
modified, and no provisions hereof may be modified or waived, except by an
instrument in writing signed by all parties hereto. No waiver of any provisions
hereof by any party shall be deemed a waiver of any other provisions hereof by
any such party, nor shall any such waiver be deemed a continuing waiver of any
provision hereof by such party.
9. Notices. All notices, requests, claims, demands or other
communications hereunder shall be in writing and shall be deemed given when
delivered personally, upon receipt
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of a transmission confirmation if sent by telecopy or like transmission (with
confirmation) and on the next business day when sent by Federal Express, Express
Mail or other reputable overnight courier service to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):
If to ChannelHealth:
Channelhealth Incorporated
25 Green Mountain Drive
Burlington, VT 05402
Telephone: (802) 951-2418
Facsimile: (802) 865-1197
Attention: General Counsel
With a copy to:
IDX Systems Corporation
1400 Shelbourne Road
South Burlington, VT 05403
Telephone: (802) 862-1022
Facsimile: (802) 865-3681
Attention: General Counsel
If to Stockholder:
Liberty Partners Holdings 6, L.L.C.
c/o Liberty Partners, L.P.
1177 Avenue of the Americas
New York, New York 10036.
Telephone:
Facsimile:
Attention: Michael J. Kluger
With a copy to:
_____________________________
_____________________________
_____________________________
10. Miscellaneous.
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(a) This Agreement shall be deemed a contract made under, and for all
purposes shall be construed in accordance with, the laws of the State of
Delaware without reference to its conflicts of law principles.
(b) If any provision of this Agreement or the application of such provision
to any person or circumstances shall be held invalid or unenforceable by a court
of competent jurisdiction, such provision or application shall be unenforceable
only to the extent of such invalidity or unenforceability, and the remainder of
such provision and the application of such provision to persons or
circumstances, other than the party as to which it is held invalid, and the
remainder of this Agreement shall not be affected.
(c) This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
(d) All Section headings herein are for convenience of reference only and
are not part of this Agreement, and no construction or reference shall be
derived therefrom.
(e) The obligations of the Stockholder set forth in this Agreement shall
not be effective or binding upon the Stockholder until after such time as the
Merger Agreement is executed and delivered by the Company, IDX and
ChannelHealth, and the parties agree that there is not and has not been any
other agreement, arrangement or understanding between the parties hereto with
respect to the matters set forth herein. The Stockholder agrees that the
obligations of the Stockholder hereinsetforth shall be binding upon any
transferee of the Proxy Shares that is an Affiliate of the Stockholder,
provided, however, that the State Board of Administration of Florida shall not
be deemed an Affiliate of the Stockholder for the purposes of the Agreement.
(f) The Stockholder's Agreement and understanding herein is not made as a
director or officer of the Company or in any capacity other than a stockholder
of the Company. The Stockholder signs solely in its capacity as a record holder
and beneficial owner of Shares and nothing herein shall limit or affect any
actions taken by a representative of the Stockholder in such representative's
capacity as an officer or director of the Company.
[Remainder of page intentionally blank.]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
CHANNELHEALTH INCORPORATED
By: /s/ Robert W. Baker, Jr.
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Name: Robert W. Baker, Jr.
Title: Vice President
LIBERTY PARTNERS HOLDINGS 6, L.L.C.
Michael Kluger
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(Name)
/s/ Michael Kluger
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(Signature)
Number and type of Shares 146,464
_____________
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