EXHIBIT 3.2
Support/Voting Agreement
November 27, 1996
Cardinal Health, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Re: Support/Voting Agreement
Dear Sirs:
The undersigned understands that Cardinal Health, Inc. ("Cardinal"),
Owl Merger Corp., a wholly owned subsidiary of Cardinal ("Subcorp"), and ▇▇▇▇
Healthcare, Inc. ("▇▇▇▇") are entering into an Agreement and Plan of Merger,
dated the date hereof (the "Agreement"), providing for, among other things, a
merger between Subcorp and ▇▇▇▇ (the "Merger"), in which all of the outstanding
shares of capital stock of ▇▇▇▇ will be exchanged for common shares, without par
value, of Cardinal.
The undersigned is a shareholder of ▇▇▇▇ (the "Shareholder") and is
entering into this letter agreement to induce you to enter into the Agreement
and to consummate the transactions contemplated thereby.
The Shareholder confirms its agreement with you as follows:
1. The Shareholder represents, warrants and agrees that Schedule I
annexed hereto sets forth the shares of the capital stock of ▇▇▇▇ of which the
Shareholder or its affiliates (as defined under the Securities Exchange Act of
1934, as amended) is the record or beneficial owner (the "Shares") and that the
Shareholder and its affiliates are on the date hereof the lawful owners of the
number of Shares set forth in Schedule I, free and clear of all liens, charges,
encumbrances, voting agreements and commitments of every kind, except as
disclosed in Schedule I. Except for the Shares set forth in Schedule I, neither
the Shareholder nor any of its affiliates own or hold any rights to acquire any
additional shares of the capital stock of ▇▇▇▇ (other than pursuant to stock
options) or any interest therein or any voting rights with respect to any ad-
ditional shares.
2. The Shareholder agrees that it will not, will not permit any
company, trust or other entity controlled by the Shareholder to, and will not
permit any of its affiliates to, contract to sell, sell or otherwise transfer or
dispose of any of the Shares or any interest therein or securities convertible
thereinto or any voting rights with respect thereto, other than (i) pursuant to
the Merger or (ii) with your prior written consent.
3. The Shareholder agrees to, will cause any company, trust or other
entity controlled by the Shareholder to, and will cause its affiliates to,
cooperate fully with you in connection with the Agreement and the transactions
contemplated thereby. The Shareholder agrees that, during the term of this
letter agreement, it will not, and will not permit any such company, trust or
other entity to, and will not permit any of its affiliates to, directly or indi-
rectly (including through its directors, officers, employees or other
representatives) solicit, initiate, encourage or facilitate, or furnish or
disclose non-public information in furtherance of, any inquiries or the making
of any proposal with respect to any recapitalization, merger, consolidation or
other business combination involving ▇▇▇▇, or acquisition of any capital stock
(other than upon exercise of ▇▇▇▇ Options which are outstanding as of the date
hereof) or any material portion of the assets (except for acquisition of assets
in the ordinary course of business consistent with past practice) of ▇▇▇▇, or
any combination of the foregoing (a "Competing Transaction"), or negotiate, ex-
plore or otherwise engage in discussions with any person (other than Cardinal,
Subcorp or their respective directors, officers, employees, agents and
representatives) with respect to any Competing Transaction or enter into any
agreement, arrangement or understanding with respect to any Competing Transac-
tion or agree to or otherwise assist in the effectuation of any Competing
Transaction; provided, however, that nothing herein shall prevent the
Shareholder from taking any action, after having notified Cardinal thereof, or
omitting to take any action (i) solely as a member of the Board of Directors of
▇▇▇▇ required so as not to violate such Shareholder's fiduciary obligations as a
Director after consultation with outside counsel or (ii) if Shareholder is an
officer of ▇▇▇▇, as directed by the Board of Directors of ▇▇▇▇ so long as such
direction was not made in violation of any of the terms of the Agreement.
4. The Shareholder agrees that all of the Shares beneficially owned by
the Shareholder or its affiliates (except shares subject to unexercised stock
options), or over which the Shareholder or any of its affiliates has voting
power or control, directly or indirectly (including any common shares of ▇▇▇▇
acquired after the date hereof), at the record date for any meeting of s-
hareholders of ▇▇▇▇ called to consider and vote to approve the Merger and the
Agreement and/or the transactions contemplated thereby and/or any Competing
Transaction will be voted by the Shareholder or its affiliates in favor the
Merger and the Agreement and the transactions contemplated thereby and that
neither the Shareholder nor any of its affiliates will vote such Shares in favor
of any Competing Transaction during the term of this letter agreement.
5. The Shareholder has all necessary power and authority to enter into
this letter agreement. This letter agreement is the legal, valid and binding
agreement of the Shareholder, and is enforceable against the Shareholder in ac-
cordance with its terms.
6. The Shareholder agrees that damages are an inadequate remedy for
the breach by Shareholder of any term or condition of this letter agreement and
that you shall be entitled to a temporary restraining order and preliminary and
permanent injunctive relief in order to enforce our agreements herein.
7. Pursuant to Article 2.30B of the Texas Business Corporation Act,
the Shareholder shall deposit a copy of this letter agreement with ▇▇▇▇ at its
principal place of business.
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8. Except to the extent that the laws of the jurisdiction of
organization of any party hereto, or any other jurisdiction, are mandatorily
applicable to matters arising under or in connection with this letter agreement,
this letter agreement shall be governed by the laws of the State of Delaware.
All actions and proceedings arising out of or relating to this letter agreement
shall be heard and determined in any Delaware state or federal court sitting in
the City of Wilmington.
9. Each of the parties hereto irrevocably submits to the exclusive
jurisdiction of the state courts of Delaware and to the jurisdiction of the
United States District Court for the District of Delaware, for the purpose of
any action or proceeding arising out of or relating to this letter agreement and
each of the parties hereto irrevocably agrees that all claims in respect to such
action or proceeding may be heard and determined exclusively in any Delaware
state or federal court sitting in the City of Wilmington. Each of the parties
hereto agrees that a final judgment in any action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Each of the parties hereto irrevocably
consents to the service of any summons and complaint and any other process in
any other action or proceeding relating hereto, on behalf of itself or its
property, by the personal delivery of copies of such process to such party.
Nothing in this Section 9 shall affect the right of any party hereto to serve
legal process in any other manner permitted by law.
10. This letter agreement constitutes the entire agreement among the
parties hereto with respect to the matters covered hereby and supersedes all
prior agreements, understandings or representations among the parties written or
oral, with respect to the subject matter hereof.
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This letter agreement may be terminated at the option of any party at
any time upon the earlier of (i) the date on which the Agreement is terminated
and (ii) the Effective Time (as defined in the Agreement). Please confirm that
the foregoing correctly states the understanding between us by signing and
returning to me a counterpart hereof.
Very truly yours,
By:
Confirmed on the date
first above written.
Cardinal Health, Inc.
By:
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