Exhibit 2.3
Execution Copy
STOCKHOLDER VOTING AGREEMENT, dated as of September 1, 2004
(this
"Agreement"), among LeCroy Corporation, a
Delaware corporation ("Parent"),
Cobalt Acquisition Corporation, a Delaware
corporation and wholly owned
subsidiary of Parent ("Merger Subsidiary"),
and the stockholder of Computer
Access Technology Corporation, a Delaware
corporation (the "Company"), set forth
on the signature page of this Agreement
("Stockholder").
WHEREAS,
in order to induce Parent and Merger Subsidiary to enter into
the
Agreement and Plan of Merger dated as of
the date hereof with the Company (the
"Merger Agreement"), Parent and Merger
Subsidiary have requested Stockholder,
and Stockholder has agreed, to enter into
this Agreement;
WHEREAS,
Stockholder, Parent and Merger Subsidiary desire to make
certain
representations, warranties, covenants and
agreements in connection with this
Agreement; and
WHEREAS,
capitalized terms used but not defined herein shall have the
respective meanings ascribed to such terms
in the Merger Agreement.
NOW,
THEREFORE, for good and valuable consideration and in
consideration
of the foregoing and the mutual covenants
and agreements herein contained, the
receipt and sufficiency of which are hereby
acknowledged, and intending to be
legally bound hereby, Parent, Merger
Subsidiary and Stockholder hereby agree as
follows:
ARTICLE I
VOTING AND PROXY
SECTION
1.01 Voting. Stockholder agrees that from the date of this
Agreement until the Expiration Date (as
hereinafter defined), at any meeting of
the stockholders of the Company, however
called, or in any other circumstance in
which the vote, consent or approval of the
stockholders of the Company is
sought, Stockholder shall, or shall cause
the record holder(s) of the Subject
Shares (as hereinafter defined), to,
subject to Section 1.02 hereof, vote the
Subject Shares (i) in favor of the Merger,
the Merger Agreement and otherwise in
favor of the transactions contemplated by
the Merger Agreement as such Merger
Agreement may be modified or amended from
time to time and (ii) against any
action or agreement that would impede,
interfere with, delay, postpone,
discourage or adversely affect the Merger,
including, but not limited to, any
agreement or arrangement related to a
Competing Transaction. As used herein
"Subject Shares" means any and all Shares
currently beneficially owned (as
defined in Rule 13d-3 under the Exchange
Act, which meaning will apply for all
purposes of this Agreement) and/or owned of
record by Stockholder and any
additional Shares with respect to which
Stockholder becomes the beneficial
and/or record owner after the date of this
Agreement. Stockholder authorizes
Parent, Merger Subsidiary and the Company
to publish and
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disclose in the Company Proxy Statement
(including all documents and schedules
filed with the SEC), its identity and
ownership of the Subject Shares and the
nature of its commitments, arrangements and
understandings under this Agreement.
SECTION
1.02 Proxy. Stockholder hereby grants to Parent and Merger
Subsidiary, and to each officer of Parent
and Merger Subsidiary, a proxy to vote
the Subject Shares as indicated in Section
1.01 hereof. Except as set forth in
the last sentence of this Section 1.02,
Stockholder intends this proxy to be,
and this proxy is, irrevocable and coupled
with an interest, and Stockholder
will promptly take such further action or
execute such other instruments as may
be reasonably requested by Parent to
effectuate the intent of this proxy and
hereby revokes any proxy previously granted
by Stockholder with respect to the
Subject Shares. Notwithstanding any
provision contained in such proxy, such
proxy shall terminate upon the Expiration
Date.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder represents and warrants to Parent and Merger Subsidiary
as
follows:
SECTION
2.01 Valid Title. Stockholder is the record or beneficial owner
of
the Subject Shares set forth on the
signature page hereto. Stockholder has good
and marketable title to the Subject Shares
set forth on the signature page
hereto free and clear of any lien, pledge,
charge, encumbrance or claim of
whatever nature.
SECTION
2.02 Authority; Non-Contravention. Stockholder has the
requisite
power and authority or legal capacity to
enter into this Agreement and to
consummate the transactions contemplated by
this Agreement. The execution and
delivery of this Agreement by Stockholder
and the consummation by Stockholder of
the transactions contemplated by this
Agreement have been duly authorized by all
necessary action (including any
consultation, approval or other action by or
with any other person) on the part of
Stockholder. This Agreement has been duly
executed and delivered by Stockholder and
constitutes a valid and binding
obligation of Stockholder, enforceable
against Stockholder in accordance with
its terms, subject, as to enforcement, to
applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance and
similar laws relating to creditors'
rights and to general principles of equity.
The execution and delivery of this
Agreement by Stockholder does not, and the
consummation of the transactions
contemplated by this Agreement and
compliance with the provisions of this
Agreement by Stockholder will not, require
consent under, conflict with or
result in any violation of, or default
(with or without notice or lapse of time,
or both) under, or give rise to a right of
termination, cancellation or
acceleration of any obligation or to a loss
of a material benefit under, or
result in the creation of any lien upon any
of Stockholder's properties or
assets under, any provision of applicable
Law or of any agreement, judgment,
injunction, order, decree or other
instrument binding on Stockholder. No
consent, approval, order or authorization
of, or registration, declaration or
filing with or exemption by any
Governmental Authority is required by or with
respect to Stockholder in connection
with
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Stockholder's execution and delivery of
this Agreement or the consummation by
Stockholder of the transactions
contemplated by this Agreement, except for
applicable requirements, if any, under the
Exchange Act and the rules and
regulations thereunder and state securities
or "blue sky" laws.
SECTION
2.03 Total Shares. As of the date hereof, the number of Shares
set
forth on the signature page hereto are the
only Shares beneficially owned and/or
owned of record by Stockholder on the date
of this Agreement. Other than the
Subject Shares and Company Options, if any,
set forth on the signature page
hereto, Stockholder does not own of record
or beneficially any securities of or
options to purchase or rights to subscribe
for or otherwise acquire any
securities of the Company and has no other
interest in or voting rights with
respect to any securities of the Company.
Stockholder has sole voting power and
sole power of disposition with respect to
all of the Subject Shares set forth on
the signature page hereto, with no
restrictions, subject to applicable federal
securities laws, on Stockholder's rights of
disposition pertaining thereto.
SECTION
2.04 Finder's Fees. No investment banker, broker or finder is
entitled to a commission or fee from
Parent, Merger Subsidiary, the Company or
any of their respective affiliates in
respect of this Agreement based upon any
arrangement or agreement made by or on
behalf of Stockholder other than as
contemplated by the Merger Agreement.
SECTION
2.05 No Other Proxy. None of the Subject Shares are subject to
any
voting agreement or trust or proxy on the
date of this Agreement, except
pursuant to this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
PARENT AND MERGER SUBSIDIARY
Parent and
Merger Subsidiary represent and warrant to Stockholder as
follows:
SECTION
3.01 Corporate Power and Authority. Parent and Merger
Subsidiary
each have all requisite corporate power and
authority to enter into this
Agreement and to consummate the
transactions contemplated by this Agreement. The
execution and delivery of this Agreement
and the consummation of the
transactions contemplated by this Agreement
have been duly authorized by all
necessary corporate action on the part of
each of Parent and Merger Subsidiary.
This Agreement has been duly executed and
delivered by each of Parent and Merger
Subsidiary and constitutes a valid and
binding obligation of each of Parent and
Merger Subsidiary, respectively,
enforceable against each of them in accordance
with its terms, subject, as to enforcement,
to applicable bankruptcy,
insolvency, reorganization, fraudulent
conveyance and similar laws relating to
creditors' rights and to general principles
of equity.
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ARTICLE IV
COVENANTS OF STOCKHOLDER
SECTION
4.01 Covenants of Stockholder. Stockholder covenants and agrees
with and for the benefi
