Exhibit
99.1
VOTING AGREEMENT
VOTING AGREEMENT, dated as of
October 10, 2005 (this “ Agreement ”),
between Global Healthcare Exchange, LLC, a Delaware limited
liability company (“ Parent ”), and
[STOCKHOLDER] (the “ Stockholder ”).
RECITALS
WHEREAS, Neoforma, Inc. is a
corporation organized under the laws of the State of Delaware (the
“ Company ”). The Stockholder
“beneficially owns” (as such term is defined in Rule
13d-3 promulgated under the Securities Exchange Act of 1934, as
amended) the number of shares of common stock, par value $0.001 per
share, of the Company (the “ Common Stock ”) set
forth opposite the Stockholder’s name on Exhibit A
hereto (such shares of Common Stock, together with all other shares
of capital stock of the Company acquired by the Stockholder after
the date hereof and during the term of this Agreement, being
collectively referred to herein as the “ Subject
Shares ”); and
WHEREAS, concurrently with the
execution and delivery of this Agreement, Parent, Leapfrog Merger
Corporation, a corporation organized under the laws of the State of
Delaware (“ Merger Sub ”), and the Company are
entering into an Agreement and Plan of Merger (as the same may from
time to time be modified, supplemented or restated, the “
Merger Agreement ”) providing for the merger of Merger
Sub with and into the Company, with the Company surviving the
Merger (the “ Merger ”) upon the terms and
subject to the conditions set forth therein; and
WHEREAS, as a condition to entering
into the Merger Agreement, Parent has required that the Stockholder
enter into this Agreement, and the Stockholder desires to enter
into this Agreement to induce Parent to enter into the Merger
Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual premises, representations, warranties,
covenants and agreements contained herein, the parties hereto,
intending to be legally bound, hereby agree as follows:
Section 1. Representations
and Warranties of the Stockholder . The Stockholder represents
and warrants to Parent as follows:
(a) Authority . This
Agreement has been duly authorized, executed and delivered by the
Stockholder and, assuming this Agreement constitutes a valid and
binding obligation of Parent, constitutes a valid and binding
obligation of the Stockholder enforceable in accordance with its
terms, subject to applicable bankruptcy, reorganization,
insolvency, moratorium and other laws affecting creditors’
rights generally from time to time in effect and to general
equitable principles.
(b) No Conflicts .
(i) No filing with any governmental body or authority, and no
authorization, consent or approval of any other person is necessary
for
the execution of this Agreement by the
Stockholder and the consummation by the Stockholder of the
transactions contemplated hereby (except for applicable
requirements, if any, of the Securities Exchange Act of 1934, as
amended) and (ii) none of the execution and delivery of this
Agreement by the Stockholder, the consummation by the Stockholder
of the transactions contemplated hereby or compliance by the
Stockholder with any of the provisions hereof shall (A) result
in, or give rise to, a violation or breach of or a default under
(with or without notice or lapse of time, or both) any of the terms
of any material contract, understanding, agreement or other
instrument or obligation to which the Stockholder is a party or by
which the Stockholder or any of its Subject Shares may be bound, or
(B) violate any order, writ, injunction, decree, judgment,
statute, rule or regulation applicable to the Stockholder or any of
its Subject Shares, except for any of the foregoing as could not
reasonably be expected to materially impair the Stockholder’s
ability to perform its obligations under this Agreement.
(c) The Subject Shares .
Exhibit A sets forth the Stockholder’s name and the
number of Subject Shares over which the Stockholder has record and
beneficial ownership as of the date hereof. As of the date hereof,
the Stockholder is the record or beneficial owner of the Subject
Shares denoted as being owned by the Stockholder on Exhibit
A and has the sole power to vote (or cause to be voted) such
Subject Shares with respect to the Merger and the Merger Agreement.
Except as set forth on such Exhibit A , neither the
Stockholder nor any affiliate of the Stockholder owns or holds any
right to acquire any additional shares of any class of capital
stock of the Company or other securities of the Company or any
interest therein or any voting rights with respect
thereto.
(d) Title . The Stockholder
has good and valid title to the Subject Shares denoted as being
owned by the Stockholder on Exhibit A , free and clear of
any and all pledges, mortgages, liens, charges, proxies, voting
agreements, encumbrances, adverse claims, options, security
interests and demands of any nature or kind whatsoever, other than
those created by this Agreement or as could not reasonably be
expected to impair the Stockholder’s ability to perform its
obligations under this Agreement.
(e) Reliance by Parent . The
Stockholder understands and acknowledges that Parent is entering
into, and causing Merger Sub to enter into, the Merger Agreement in
reliance upon the Stockholder’s execution and delivery of
this Agreement.
(f) Litigation . To the
knowledge of the Stockholder, there is no action, proceeding or
investigation pending or threatened against the Stockholder that
questions the validity of this Agreement or any action taken or to
be taken by the Stockholder in connection with this
Agreement.
Section 2. Representations
and Warranties of Parent . Parent hereby represents and
warrants to the Stockholder as follows:
(a) Authority . Parent is
duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation, has all
requisite
corporate power and authority to execute and
deliver this Agreement and to consummate the transactions
contemplated hereby and has duly taken all corporate action
necessary for the due authorization, execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby. This Agreement has been duly authorized, executed and
delivered by Parent and, assuming this Agreement constitutes a
valid and binding obligation of the Stockholder, constitutes a
valid and binding obligation of Parent enforceable in accordance
with its terms, subject to applicable bankruptcy, reorganization,
insolvency, moratorium and other laws affecting creditors’
rights generally from time to time in effect and to general
equitable principles.
(b) No Conflicts .
(i) No filing with any governmental body or authority, and no
authorization, consent or approval of any other person is necessary
for the execution of this Agreement by Parent and the consummation
by Parent of the transactions contemplated hereby and
(ii) none of the execution and delivery of this Agreement by
Parent, the consummation by Parent of the transactions contemplated
hereby or compliance by Parent with any of the provisions hereof
shall (A) conflict with or result in any breach of the
organizational documents of Parent, (B) result in, or give
rise to, a violation or breach of or a default under (with or
without notice or lapse of time, or both) any of the terms of any
material contract, understanding, agreement or other instrument or
obligation to which Parent is a party or by which Parent or any of
its assets may be bound, or (C) violate any order, writ,
injunction, decree, judgment, statute, rule or regulation
applicable to Parent, except for any of the foregoing as could not
reasonably be expected to materially impair Parent’s ability
to perform its obligations under this Agreement.
(c) Reliance by the
Stockholder . Parent understands and acknowledges that the
Stockholder is entering into this Agreement in reliance upon the
execution and delivery of the Merger Agreement by
Parent.
(d) Litigation . To the
knowledge of Parent, there is no action, proceeding or
investigation pending or threatened against Parent that questions
the validity of this Agreement or any action taken or to be taken
by Parent in connection with this Agreement.
Section 3. Covenants of the
Stockholder . Until the termination of this Agreement in
accordance with Section 4, the Stockholder, in its capacity as
such, agrees as follows:
(a) At any meeting of stockholders
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 from the stockholders of the Company,
the Stockholder shall vote (or cause to be voted) the Subject
Shares in favor of the approval of the Merger and the approval and
adoption of the Merger Agreement. Any such vote shall be cast or
consent shall be given in accordance with such procedures relating
thereto so as to ensure that it is duly counted for purposes of
determining that a quorum is present and for purposes of recording
the
results of such vote or consent. The Stockholder
agrees not to enter into any agreement or commitment with any
person the effect of which would be inconsistent with or violative
of the provisions and agreements contained in this
Section 3(a).
(b) At any meeting of stockholders
of the Company or at any adjournment thereof or in any other
circumstances upon which the Stockholder’s vote, consent or
other approval is sought, the Stockholder shall vote (or
