Exhibit 99.1
SHAREHOLDER
AGREEMENT
between
GENERAL ELECTRIC
COMPANY
and
[SHAREHOLDER]
Dated as of September 28,
2005
SHAREHOLDER AGREEMENT dated as of
September 28, 2005 (this Agreement ), between General
Electric Company, a New York corporation ( Parent ), and
[Shareholder] ( Shareholder ).
WHEREAS Parent, Merger Sub, a wholly
owned subsidiary of Parent ( Merger Sub ), and IDX Systems
Corporation, a Vermont corporation (the Company ), propose
to enter into an Agreement and Plan of Merger dated as of the date
hereof (as the same may be amended or supplemented, the Merger
Agreement ; capitalized terms used but not defined herein shall
have the meanings set forth in the Merger Agreement) providing for
the merger of Merger Sub with and into the Company (the
Merger ), upon the terms and subject to the conditions set
forth in the Merger Agreement; and
WHEREAS Shareholder owns the number
of shares of Common Stock, par value $0.01 per share, of the
Company (the Company Common Stock ) set forth on Schedule A
attached hereto (such shares of Company Common Stock, together with
any other shares of capital stock of the Company acquired by
Shareholder after the date hereof and during the term of this
Agreement, being collectively referred to herein as the Subject
Shares ); and
WHEREAS, as a condition to its
willingness to enter into the Merger Agreement, Parent has
requested that Shareholder enter into this Agreement;
NOW, THEREFORE, to induce Parent to
enter into, and in consideration of its entering into, the Merger
Agreement, and in consideration of the premises and the
representations, warranties and agreements contained herein, the
parties agree as follows:
1. Representations and Warranties
of Shareholder . Shareholder hereby represents and warrants to
Parent as of the date hereof and as of the Effective Time in
respect of itself as follows:
(a) Authority . Shareholder
has all requisite power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement by Shareholder, and
the consummation of the transactions contemplated hereby, have been
duly authorized by all necessary action on the part of Shareholder.
This Agreement has been duly executed and delivered by Shareholder
and constitutes a valid and binding obligation of Shareholder
enforceable against Shareholder in accordance with its terms,
except as the same may be limited by or subject to bankruptcy,
insolvency, reorganization, moratorium or similar laws, as now or
hereafter in effect, relating to creditors’ rights generally
and general principles of equity, regardless of whether such
enforceability is considered in a proceeding at law or in equity.
The execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated hereby and compliance
with the terms hereof will not, conflict with, or result in any
violation or breach of, or default (with or without notice or lapse
of time or both) under, or give rise to a right of, or result in,
termination, cancellation or acceleration of any obligation or the
loss of a material benefit under, or to increased, additional
accelerated or guaranteed right or entitlements of any person
under, or result in the creation of any lien in or upon any of the
properties or assets of Shareholder under, the charter or other
organizational documents of Shareholder (if applicable), any trust
agreement, loan or credit agreement, bond, debenture, note,
mortgage, indenture, lease or other contract, commitment,
agreement, instrument, arrangement, understanding, obligation,
undertaking, permit, concession, franchise, license, judgment,
order, notice, decree, statute, law, ordinance, rule or regulation
applicable to Shareholder or to Shareholder’s property or
assets, except for any such conflicts, violations, breaches,
defaults, rights, losses, entitlements or liens that would not,
individually or in the aggregate, reasonably be expected to prevent
or materially delay
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Shareholder’s performance of its
obligations under this Agreement. No trust of which Shareholder is
a trustee requires the consent of any beneficiary to the execution
and delivery of this Agreement or to the consummation of the
transactions contemplated hereby.
(b) The Subject Shares .
Shareholder is the record and beneficial owner of, or is trustee of
a trust that is the record holder of, and whose beneficiaries are
the beneficial owners of, and has good and marketable title to, the
Subject Shares on Schedule A, free and clear of any claims, liens,
encumbrances and security interests whatsoever. Shareholder does
not own, of record or beneficially, any shares of capital stock of
the Company other than the Subject Shares on Schedule A.
Shareholder has the sole right to vote such Subject Shares, and
none of such Subject Shares is subject to any voting trust or other
agreement, arrangement or restriction with respect to the voting of
such Subject Shares, except as contemplated by this
Agreement.
2. Representations and Warranties
of Parent .
(a) Authority . Parent hereby
represents and warrants to Shareholder as of the date hereof and as
of the Effective Time as follows: Parent has all requisite
corporate power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Parent, and the
consummation of the transactions contemplated hereby, have been
duly authorized by all necessary corporate action on the part of
Parent and no other corporate proceedings on the part of Parent are
necessary to approve this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly
executed and delivered by Parent and constitutes a valid and
binding obligation of Parent enforceable against Parent in
accordance with its terms, except as the same may be limited by or
subject to bankruptcy, insolvency, reorganization, moratorium or
similar laws, as now or hereafter in effect, relating to
creditors’ rights generally and general principles of equity,
regardless of whether such enforceability is considered in a
proceeding at law or in equity. The execution and delivery of this
Agreement do not, and the consummation of the transactions
contemplated hereby and compliance with the terms hereof will not,
conflict with, or result in any violation or breach of, or default
(with or without notice or lapse of time or both) under, or give
rise to a right of, or result in, termination, cancellation or
acceleration of any obligation or the loss of a material benefit
under, or to increased, additional accelerated or guaranteed rights
or entitlements of any person under, or result in the creation of
any lien in or upon any of the properties or assets of Parent
under, the charter or other organizational documents of Parent, any
trust agreement, loan or credit agreement, note bond, debenture,
note, mortgage, indenture, lease or other contract, commitment,
agreement, instrument, arrangement, understanding, obligation,
undertaking, permit, concession, franchise, license, judgment,
order, notice, decree, statute, law, ordinance, rule or regulation
applicable to Parent or to Parent’s property or
assets.
3. Covenants .
(a) Until the termination of this
Agreement in accordance with Section 7, Shareholder agrees as
follows:
(i) At any meeting of shareholders
of the Company called to vote upon the Merger and the Merger
Agreement or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval
(including by written consent) with respect to the Merger and the
Merger Agreement is sought, Shareholder shall, including by
executing a written consent or otherwise participating in a written
consent solicitation if requested by Parent, vote (or cause to be
voted) the Subject Shares (and each class thereof) in favor of the
Merger, the approval of the Merger Agreement and each of the other
transactions contemplated by the Merger Agreement. The obligation
set forth in this
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Section 3(a)(i) shall continue in full
force and effect if the Merger Agreement is amended or otherwise
modified in accordance with the terms of the Merger Agreement so
long as such amendment or other modification does not reduce the
amount of the Merger Consideration or provide that the Merger
Consideration shall be payable otherwise than in cash.
(ii) At any meeting of shareholders
of the Company or at any adjournment thereof or in any other
circumstances upon which Shareholder’s vote, consent or other
approval is sought, Shareholder shall vote (or cause to be voted)
the Subject Shares (and each class thereof) against (A) any
merger agreement or merger (other than the Merger Agreement and the
Merger), consolidation, tender offer, exchange offer, business
combination, sale of substantial assets, reorganization,
recapitalization, joint venture, license of Intellectual Property
Rights, dissolution, liquidation or winding up of or by the Company
or any other Acquisition Proposal (an Alternative
Transaction ) and (B) any amendment of the Company’s
articles of incorporation or by-laws or other proposal or
transaction involving the Company or any of its subsidiaries, which
amendment or other proposal or transaction would in any manner
impede, frustrate, prevent or nullify the Merger, the Merger
Agreement or any of the other transactions contemplated by the
Merger Agreement or change in any manner the voting rights of any
class of Company Common Stock (a Frustrating Transaction ).
Shareholder further agrees not to commit or agree to take any
action inconsistent with the foregoing.
(iii) Shareholder agrees not to
(A) sell, transfer, pledge, assign or otherwise dispose of
(including by gift, merger or otherwise by operation of law)
(collectively, Transfer ), or enter into any contract,
option or other arrangement (including any profit sharing
arrangement) with respect to the Transfer of, the Subject Shares to
any person other than pursuant to the terms of the Merger, except
that Shareholder shall be permitted to Transfer all or a portion of
the Subject Shares to its Affiliates, including any direct or
indirect wholly owned subsidiary, family members or trusts
established by Shareholder, in each case on the terms set forth in
Section 6 of this Agreement (and except that Shareholder may
Transfer up to 25,000 Subject Shares free and clear of the
restrictions of this Agreement) or (B) enter into any voting
arrangement, whether by proxy, voting agreement or otherwise, in
connection with, directly or indirectly, any Alternative
Transaction.
(iv) Shareholder shall not, nor
shall it permit any investment banker, attorney or other adviser or
representative of Shareholder to, (A) directly or indirectly
solicit, initiate, or take any other action to facilitate any
Alternative Transaction or (B) directly or indirectly enter
into, continue or otherwise participate in any discussions or
negotiations regarding, or furnish to any person any information
with respect to, any Alternative Transaction.
(b)(i) In the event that the Merger
Agreement shall have been terminated under circumstances where
Parent is or may become entitled to receive the Termination Fee,
Shareholder shall pay to Parent on demand an amount equal to 90% of
the Profit (determined in accordance with Section 3(b)(ii)) of
Shareholder, if any, from the consummation of any Alternative
Transaction for which a definitive agreement is entered into within
one year of such termination.
(ii) For purposes of this
Section 3(b), the Profit of Shareholder from any
Alternative Transaction shall equal (A) the aggregate
consideration received by Shareholder pursuant to such Alternative
Transaction in respect of Shareholder’s Subject Shares,
valuing any non-cash consideration (including any residual
intere
