Exhibit 2(c)
STOCKHOLDER VOTING AGREEMENT
(AND IRREVOCABLE PROXY)
STOCKHOLDER VOTING AGREEMENT (this "Agreement") dated June 8, 2000 (this
"Agreement"), by and among Security Capital Corporation, a Delaware corporation
("Parent"), and Xxxxxxx X. Master, D.O., an individual (the "Stockholder").
Recitals
A. Parent, HP Acquisition Corp., a direct or indirect subsidiary of Parent
("MergerCo"), and Health Power, Inc., a Delaware corporation (the "Company"),
are concurrently herewith entering into an Agreement and Plan of Merger of even
date herewith (as it may be amended, the "Merger Agreement") which provides,
among other things, that Parent will acquire, directly or indirectly, all of the
outstanding shares of the Company's Common Stock, $.01 par value per share
("Common Stock"), pursuant to a merger of MergerCo with and into the Company
(the "Merger), upon the terms and subject to the conditions set forth in the
Merger Agreement. The Stockholder understands that Parent has undertaken and
will continue to undertake substantial expenses in connection with the
negotiation and execution of the Merger Agreement and the subsequent actions
necessary to consummate the Merger and other transactions contemplated by the
Merger Agreement.
B. As a condition to the willingness of Parent to enter into the Merger
Agreement, the Stockholder has agreed to grant Parent an irrevocable proxy with
respect to all of the shares of Common Stock held by him and entitled to vote on
the Merger (the "Shares"), upon the terms and subject to the conditions of this
Agreement. The Stockholder represents and warrants that, on the date hereof, he
is the beneficial and/or record owner of, and has sole voting power with respect
to, a total of 1,196,336 Shares, and that he has the complete and unrestricted
power and the unqualified right to enter into and perform the terms of this
Agreement.
The parties therefore agree as follows:
1. Voting Agreement; Irrevocable Proxy.
(a) The Stockholder (i) shall vote or cause to be voted for the
approval of the Merger Agreement and the Merger, at any meeting of stockholders
of the Company called for the purpose of voting on the Merger Agreement or the
Merger or any adjournment thereof or in any other circumstance upon which a
vote, consent or other approval with respect to the Merger Agreement or the
Merger is sought, and (ii) shall vote or cause to be voted against the approval
of any other agreement providing for a merger, consolidation, sale of assets or
other business combination of the Company or any of its subsidiaries with any
person or entity other than Parent and its subsidiaries or any other proposal
involving the Company or any of its subsidiaries which would in any manner
hinder, impede, delay or prevent the consummation of the Merger, all of the
-5-
Shares that the Stockholder shall be entitled to so vote, whether such Shares
are held by the Stockholder on the date of this Agreement or are subsequently
acquired (whether pursuant to the exercise of stock options or otherwise) by
him; PROVIDED, HOWEVER, that the foregoing obligations shall be suspended if,
and for such time as, the Company Board, in full compliance with the provisions
of Section 7.1(e) of the Merger Agreement, (i) resolves not to recommend, and
does not recommend, to the Company's stockholders that they vote in favor of the
approval of the Merger Agreement, or (ii) withdraws its recommendation to the
Company's stockholders that they vote in favor of the Merger Agreement.
(b) In furtherance of, and in accordance with and subject to, the
foregoing, the Stockholder hereby appoints MergerCo, which shall act by and
through Xxxxx X. Xxxxxxxxxx, Xxxxxx X. Xxxxxxx, and Xxxxxxx X. Xxxxxxxxx, and
each of them, with full power of substitution in the premises, his proxies to
vote all of the Shares held by him at any meeting, general or special, of the
stockholders of the Company with respect to the approval of the Merger and the
Merger Agreement and any related action.
THE PROXY AND POWER OF ATTORNEY GRANTED HEREIN SHALL BE IRREVOCABLE
DURING THE TERM OF THIS AGREEMENT, SHALL BE DEEMED TO BE COUPLED WITH AN
INTEREST AND SHALL REVOKE ALL PRIOR PROXIES GRANTED BY THE STOCKHOLDER.
THE STOCKHOLDER SHALL NOT GRANT ANY PROXY TO ANY PERSON WHICH
CONFLICTS WITH THE PROXY GRANTED HEREIN AND ANY ATTEMPT TO DO SO SHALL BE VOID.
(c) The Stockholder hereby waives any rights of appraisal or rights
to dissent from the Merger that the Stockholder may have.
2. Restrictions on Transfer. The Stockholder shall not sell, assign,
transfer or otherwise dispose of or encumber (including, without limitation, by
the creation of any lien or other encumbrance) or permit to be sold, assigned,
transferred or otherwise disposed of any Shares owned by the Stockholder,
whether such Shares are held by the Stockholder on the date of this Agreement or
are subsequently acquired, whether pursuant to the exercise of stock options or
otherwise, except (a) for transfers by will or by operation of law (in which
case this Agreement shall bind the transferee), (b) for transfers to any other
stockholder of the Company bound by an identical voting agreement, (c) for liens
incurred in the ordinary course in connection with entering into a margin loan
arrangement with respect to any of the Shares (provided that no such arrangement
shall provide a proxy or other voting rights with respect to the Shares so
margined), (d) the sale of any Shares acquired upon exercise of options after
the date of this Agreement to the extent such sale is necessary to satisfy tax
obligations arising from such exercise, and (e) as Parent may otherwise agree.
3. Facilitation of the Merger. The Stockholder will comply with the
provisions of Section 7.5 of the Merger Agreement, which are incorporated into
this Agreement by reference.
4. The Stockholder acknowledges and agrees that Parent could not be made
whole by
-2-
monetary damages in the event of any default by the Stockholder of the terms and
conditions set forth in this Agreement. It is accordingly agreed and understood
that Parent, in addition to any other remedy which it may have at law or in
equity, shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and specifically to enforce the terms and provisions hereof in
any action instituted in any court of the United States or in any state having
appropriate jurisdiction.
5. Amendment; Assignment. This Agreement may not be modified, amended,
altered or supplemented except by a writing signed by Parent and the
Stockholder. No party to this Agreement may assign any of its rights or
obligations under this Agreement without the prior written consent of the other
parties herein, except that the rights and obligations of the Parent hereunder
may be assigned by Parent to any of its affiliates, but no such transfer shall
relieve Parent of its obligations hereunder if such transferee does not perform
such obligations.
6. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but each of which
together shall constitute one and the same document.
7. Governing Law. This Agreement shall be governed by such construed in
accordance with the internal laws of the State of Delaware, without giving
effect to the principles of conflicts of laws thereof.
8. Binding Effect. This Agreement shall be binding upon, inure to the
benefit of, and be enforceable by the successors and assigns of the parties
herein. Nothing expressed or referred to in this Agreement is intended or shall
be construed to give any person other than the parties to this Agreement, or
their respective successors or assigns, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.
9. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof.
10. Termination. This Agreement shall terminate upon the earlier of the
effectiveness of the Merger or the termination of the Merger Agreement in
accordance with Article IX thereof. No such termination shall affect any party's
obligations with respect to any prior exercise of the proxy.
11. Severability. If any term provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provision, covenants and restrictions
of this Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
12. Miscellaneous. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
-3-
STOCKHOLDER VOTING AGREEMENT
(AND IRREVOCABLE PROXY)
Signature Page
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year fist above witnessed.
PARENT: SECURITY CAPITAL CORPORATION
By: /s/ XXXXX X. XXXXXXXXXX
----------------------------------
Its: CHAIRMAN
STOCKHOLDER: /s/ XXXXXXX X. MASTER, D.O.
-----------------------------
Xxxxxxx X. Master, D.O.
-4-
