Exhibit 99.2
FORM OF
COMPANY VOTING
AGREEMENT
THIS VOTING AGREEMENT (this “
Agreement ”) is made and entered into as of February
___, 2007, by and between Nightingale Informatix Corporation, a
corporation existing under the laws of the Province of Ontario
(“ Parent ”), and the undersigned stockholder
and/or optionholder (the “ Stockholder ”) of
VantageMed Corporation, a Delaware corporation (the “
Company ”). Capitalized terms used and not otherwise
defined herein shall have the representative meanings assigned to
them in the Merger Agreement (as defined below).
RECITALS
A.
As of the date hereof, Stockholder is the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of such number of
shares of the outstanding capital stock of the Company, and such
number of shares of capital stock of the Company issuable upon the
exercise of outstanding options and warrants, as is indicated on
the signature page hereto.
B.
Concurrently with the execution of this Agreement, Parent, Viper
Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of Parent (“ Merger Sub ”) and the
Company are entering into an Agreement and Plan of Merger, dated as
of the date hereof, as may be amended from time to time in a manner
not materially adverse to Stockholder (the “ Merger
Agreement ”), pursuant to which, upon the terms and
subject to the conditions thereof, Merger Sub will be merged with
and into the Company, with the Company as the surviving corporation
(the “ Merger ”), and all outstanding capital
stock of the Company will be converted into the right to receive
the Per Share Merger Consideration, as set forth in the Merger
Agreement; and
C.
In consideration of the execution of the Merger Agreement by
Parent, the Stockholder has agreed to support the Merger on the
terms specified herein.
AGREEMENT
In consideration of the covenants,
promises and representations set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1.
Certain Definitions . For all purposes of and under
this Agreement, the following terms shall have the following
respective meanings:
(a)
“ Expiration Date ” shall mean the earliest to
occur of (i) such date and time as any party to the Merger
Agreement provides notice of termination thereunder, (ii) the date
on which the Merger Agreement is amended, supplemented or modified
to lower the Per Share Merger Consideration, or Parent or Merger
Sub make any written proposal or announcement indicating that it
intends to lower the Per Share Merger Consideration, and (iii) such
date and time as the Merger shall become effective in accordance
with the terms and conditions set forth in the Merger
Agreement.
(b)
“ Shares ” shall mean: (i) all securities of the
Company (including all shares of Company Common Stock and all
options, warrants and other rights to acquire shares of Company
Common Stock) owned by the Stockholder as of the date of this
Agreement and such other shares of capital stock of the Company
over which the Stockholder has voting power as indicated on the
signature page hereto, and (ii) all additional securities of the
Company (including all additional shares of Company Common Stock
and all additional options, warrants and other rights to acquire
shares of Company Common Stock) of which the Stockholder acquires
beneficial ownership during the period commencing with the
execution and delivery of this Agreement until the Termination
Date.
1
(c)
“ Superior Offer ” shall mean an offer made by a
third party to acquire, directly or indirectly, pursuant to a
tender offer, exchange offer, merger, consolidation or other
business combination, all or substantially all of the assets of the
Company or a majority of the total outstanding voting securities of
the Company as a result of which the stockholders of the Company
immediately preceding such transaction would hold less than fifty
percent (50%) of the equity interests in the surviving or resulting
entity of such transaction or any direct or indirect parent or
subsidiary thereof, on terms that Stockholder has in the good faith
exercise of its business judgment concluded to be more favorable,
from a financial point of view, to Stockholder (in its capacity as
a stockholder of the Company) than the terms of the
Merger.
(d)
“ Superior Offer Termination Event ” shall mean
the all of the following conditions in clauses (1) through (3) are
met:
(1) a Superior Offer
with respect to the Company has been made and has not been
withdrawn;
(2) Stockholder shall
have provided written notice to Parent and the Company of its
determination that a Superior Offer exists and it intends to
terminate this Agreement two business days following such notice;
and
(3) the Superior Offer
remains a Superior Offer for a period of at least two business days
after it has been communicated to Parent and the
Company.
(e)
“ Termination Date ” shall mean the date this
Agreement is terminated in accordance with Section 6.
(f)
Transfer . A Person shall be deemed to have effected a
“ Transfer ” of a security if such Person
directly or indirectly (i) sells, pledges, encumbers, grants an
option with respect to, transfers or otherwise disposes of such
security or any interest therein (including any voting interest),
or (ii) enters into an agreement or commitment providing for the
sale of, pledge of, encumbrance of, grant of an option with respect
to, transfer of or disposition of such security or any interest
therein.
2.
Transfer of Shares .
(a)
No Transfer of Shares . The Stockholder hereby agrees
that, at all times during the period commencing with the execution
and delivery of this Agreement until the Termination Date or
termination of this Agreement in accordance its terms, the
Stockholder shall not cause or permit any Transfer of any of the
Shares to be effected; provided that , (i) notwithstanding
the foregoing, the Stockholder shall not be restricted from
effecting a Transfer of any Shares to any member of the
Stockholder’s immediate family or to a trust for the benefit
of the Stockholder and/or any member of the Stockholder’s
immediate family provided that each such transferee shall have (A)
executed a counterpart of this Agreement and (B) agreed in writing
to hold such Shares, or such interest therein, subject to all of
the terms and conditions set forth in this Agreement. For purposes
of this Agreement, “immediate family” means
Stockholder’s spouse, parents, siblings, children or
grandchildren; (ii) the Stockholder shall have the right, without
notice to Parent or any other Person, to exercise any option,
convert any convertible security or exercise any right to exchange
any security for Common Stock or subscribe for any such shares of
Common Stock; and (iii) the Stockholder shall have the right,
without notice to Parent or any other Person, to sell Shares for a
gross price per share at least equal to $0.825 (subject to
adjustment in the event of any stock split, reverse stock split,
stock dividend or reclassification or recapitalization of the
Common Stock).
2
(b)
No Transfer of Voting Rights . The Stockholder hereby
agrees that, at all times commencing with the execution and
delivery of this Agreement until the Termination Date, the
Stockholder shall not deposit, or permit the deposit of, any Shares
in a voting trust, grant any proxy in respect of the Shares, or
enter into any voting agreement or similar arrangement or
commitment with respect to any of the Shares (other than this
Agreement).
3.
Agreement to Vote Shares . Until the Termination Date,
at every meeting of stockholders of the Company called w
