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CUSIP No. 58461C 10 3 PAGE 11 OF 13 PAGES
Exhibit 1
MEDICAL MANAGER CORPORATION
LOCK-UP AGREEMENT
February 4, 1997
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
SECURITIES CORPORATION
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC.
c/▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Equity Capital Markets
MEDICAL MANAGER CORPORATION
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentleman:
The undersigned understands that ▇▇▇▇▇▇▇▇▇, Lufkin & ▇▇▇▇▇▇▇▇
Securities Corporation and ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as
representatives (collectively, the "Representatives") of the several
underwriters (the "Underwriters") named in Schedule I thereto,
propose to enter into an Underwriting Agreement with Medical Manager
Corporation, a Delaware corporation (the "Company"), providing for
the initial public offering of common stock, par value $.01 per share
(the "Common Stock") of the Company, and up to an additional 900,000
shares of Common Stock pursuant to an option granted by the Company
to the Underwriters solely to cover over-allotments as set forth in
the Underwriting Agreement (the "Initial Public Offering").
In consideration of the Underwriters' agreement to purchase and
undertake the Initial Public Offering of the Company's Common Stock
and for other good and valuable consideration, receipt of which is
hereby acknowledged, the undersigned hereby (i) agrees not to
directly or indirectly, offer, sell, contract to sell, grant any
option to purchase or otherwise dispose of any shares of Common Stock
(including, without limitation, shares of Common Stock which may be
deemed to be beneficially owned by the undersigned in accordance with
the rules and regulations of the Securities and Exchange Commission
and shares of Common Stock which may be issued upon exercise of a
stock option or warrant)
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CUSIP No. 58461C 10 3 PAGE 12 OF 13 PAGES
or any securities convertible into or exercisable or exchangeable of
such Common Stock or, in any manner, transfer all or a portion of the
economic consequences associated with the ownership of the Common
Stock, without the prior written consent of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇ Securities Corporation, for a period of 180 days after the
date of the final prospectus relating to the Initial Public Offering,
(ii) agrees not to cause any registration statement for the sale of
the undersigned's shares of Common Stock to be filed on or before the
180th day after the date of the final prospectus relating to the
Initial Public Offering, and (iii) authorizes the Company to cause
the transfer agent to note on the transfer books and records of the
Company stop transfer instructions with respect to such shares of
Common Stock for which the undersigned is the record or beneficial
holder on the transfer books and records of the Company.
Notwithstanding the foregoing, the undersigned may transfer any
or all of the shares of Common Stock owned by it to any partnership,
corporation, limited liability company, association, joint stock
company, joint venture, unincorporated organization or other entity
in which the undersigned owns a majority ownership interest;
provided, however, that in any such case it shall be a condition to
such transfer that the transferee executes an agreement stating that
the transferee is receiving and holding the Common Stock subject to
the provisions of this letter agreement, and there shall be no
further transfer of such Common Stock except in accordance with this
letter agreement.
In furtherance of the foregoing, the Company and the transfer
agent of the Common Stock are hereby authorized to decline to make
any transfer of securities if such transfer would constitute a
violation or breach of this letter agreement.
The undersigned also expressly waives, with respect to the
Initial Public Offering, any registration rights or similar rights
he, she or it may have to participate as a selling stockholder in the
Initial Public Offering with respect to the shares of Common Stock
(or securities convertible into, or exchangeable or exercisable for,
Common Stock, or rights to acquire Common Stock or derivative
therefrom) owned by the undersigned.
The undersigned understands that the Company and the
Underwriters will proceed with the Initial Public Offering in
reliance on this letter agreement.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this letter
agreement, and that, upon request, the undersigned will execute any
additional documents necessary or desirable in connection with the
enforcement hereof. All authority herein conferred or agreed to be
conferred shall survive the death or incapacity of the undersigned
and any obligations of the undersigned shall be
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CUSIP No. 58461C 10 3 PAGE 13 OF 13 PAGES
binding upon the heirs, personal representatives, successors, and
assigns of the undersigned.
ELECTRONIC DATA SYSTEMS
CORPORATION
By: /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Division Vice President
Name: Electronic Data Systems Corporation
Address:
Electronic Data Systems Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: President Healthcare SBU
Federal Employer Identification Number:
▇▇-▇▇▇▇▇▇▇
Number of shares owned Certificate Numbers:
or subject to warrants, options 0034
or convertible securities:
1,221,896