Exhibit 2.2
VOTING AGREEMENT
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VOTING AGREEMENT, dated as of April 12, 2004 (this "Agreement"),
by
and among Pitney Bowes Inc., a Delaware
corporation ("Parent"), Germanium
Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of
Parent ("Merger Sub"), and Robert S. Bowen
(the "Stockholder").
W I T N E S S E T
H:
WHEREAS, simultaneously with the execution of this Agreement,
Parent, Merger Sub and Group 1 Software,
Inc., a Delaware corporation (the
"Company"), have entered into that certain
Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which
Merger Sub shall be merged with and into
the Company (the "Merger"), upon the terms
and subject to the conditions set
forth in the Merger Agreement;
WHEREAS, as of the date hereof, the Stockholder is the record
and
beneficial owner of the number of shares of
Common Stock, par value $0.50 per
share, of the Company (the "Common Stock"),
the other options and rights to
purchase shares of Common Stock and any
other shares of voting capital stock of
the Company, listed opposite the
Stockholder's name on Schedule 1 (the "Existing
Shares"); and
WHEREAS, as a condition to the willingness of Parent and Merger
Sub
to enter into the Merger Agreement, each of
Parent and Merger Sub has required
that the Stockholder agree, and in order to
induce Parent and Merger Sub to
enter into the Merger Agreement, the
Stockholder has agreed, to enter into this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual
promises, representations, warranties,
covenants and agreements contained herein
and in the Merger Agreement, the parties
hereto, intending to be legally bound
hereby, agree as follows:
1. Certain Definitions. Capitalized terms used and not defined
herein shall have the respective meanings
ascribed to them in the Merger
Agreement. In addition, for purposes of
this Agreement:
"Affiliate" means, when used with respect to any Person, any
other
Person directly or indirectly through one
or more intermediaries controlling,
controlled by, or under common control with
such Person. As used in the
definition of "Affiliate," the term
"control" (including the terms "controlled
by" and "under common control with") means
the possession, directly or
indirectly, of the power to direct or cause
the direction of the management or
policies of such Person, whether through
the ownership of voting securities, by
contract or otherwise.
"Beneficially Own" or "Beneficial Ownership" with respect to
any
securities means having "beneficial
ownership" of such securities (as determined
pursuant to Rule 13d-3 under the Exchange
Act), including pursuant to any
agreement, arrangement or understanding,
whether or not in writing. Without
duplicative counting of the same securities
by the same holder, securities
Beneficially Owned by a Person shall
include securities Beneficially Owned by
all Affiliates of such Person and all other
Persons with whom such Person would
constitute a "group" within the meaning of
Section 13(d) of the Exchange Act and
the rules promulgated thereunder.
"Business Day" shall have the meaning given to such term in
Rule
14d-1(g)(3) under the Exchange Act.
"Exchange Act" means the Securities Exchange Act of 1934 and
the
rules and regulations promulgated
thereunder, as amended.
"Governmental Entity" means any foreign, federal, state,
municipal
or other court, administrative agency,
commission or other governmental or
regulatory body or authority or
instrumentality or political subdivision,
including tribal bodies, or any official
thereof.
"Lien" means any mortgage, deed of trust, pledge,
hypothecation,
assignment, encumbrance, lien (statutory or
otherwise) or preference, priority,
right or other security interest or
preferential arrangement of any kind or
nature whatsoever, other than Liens created
by this Agreement.
"Owned Shares" means, with respect to the Stockholder, the
Existing
Shares, whether Beneficially Owned or held
of record, by the Stockholder on the
date hereof or any shares of Common Stock
or other voting capital stock of the
Company which may hereafter be acquired by
the Stockholder, whether upon the
exercise of warrants, Options, conversion
of convertible securities or
otherwise.
"Options" means,
with respect to the Stockholder, the options to
acquire shares of Common Stock now owned or
which may hereafter be acquired by
the Stockholder.
"Person" or "person" means any natural person, firm,
corporation,
business trust, joint venture, joint stock
company, incorporated or
unincorporated association, company,
partnership, limited liability company or
other entity, or any Governmental Entity,
or any agency or political subdivision
thereof, and shall include any successor
(by merger or otherwise) of such
entity.
"Representative" means, with respect to any Person, such
Person's
officers, directors, employees, agents and
representatives (including any
investment banker, financial advisor,
accountant, attorney, agent, consultant,
representative or expert retained by or
acting on behalf of such Person or its
subsidiaries).
"Transfer" means, with respect to a security, the sale,
transfer,
pledge, hypothecation, encumbrance,
assignment or disposition of such security
or the Beneficial Ownership thereof, the
offer to make such a sale, transfer or
other disposition, and each option,
agreement, arrangement or understanding,
whether or not in writing, to effect any of
the foregoing. As a verb, "Transfer"
shall have a correlative meaning.
2. Voting of Owned Shares. During the period commencing on the
date
hereof and continuing until the termination
of this Agreement in accordance with
Section 9 hereof, the Stockholder hereby
agrees as follows:
(a) Attendance at Meetings. At any annual or special meeting
of the stockholders of the Company
(including any adjournment or postponement
thereof), however called, or in connection
with any written consent of the
stockholders of the Company, at which or in
which matters relating to the
Merger, the Merger Agreement or any
transaction contemplated thereby are
considered, the Stockholder shall appear,
or cause the holder of record on any
applicable record date with respect to any
Owned Shares of the Stockholder (the
"Record Holder") to appear, at each such
meeting, in person or by proxy, or
otherwise cause the Owned Shares to be
counted as present thereat for the
purposes of establishing a quorum.
(b) Voting. At any meeting of the stockholders of the Company
(including any adjournment or postponement
thereof), however called, and in any
action by consent of the stockholders of
the Company, the Stockholder shall
vote, or cause the Record Holder to vote,
the Owned Shares (to the extent such
Person also has the right to vote such
Owned Shares) of the Stockholder: (i) in
favor of the Merger, the Merger Agreement
(as amended from time to time) and the
transactions contemplated by the Merger
Agreement and (ii) against any proposal
for any extraordinary corporate
transaction, such as a recapitalization,
dissolution, liquidation, or sale of assets
of the Company or any merger,
consolidation or other business combination
(other than the Merger) between the
Company and any Person (other than Parent
or a Subsidiary of Parent) or any
other action or agreement that is intended
or which reasonably could be expected
to impede, interfere with, delay, postpone
or materially adversely affect the
Merger and the transactions contemplated by
the Merger Agreement.
(c) No Ownership Interest. Nothing contained in this Agreement
shall be deemed to vest in Parent or Merger
Sub any direct or indirect ownership
or incidence of ownership of, or with
respect to, any Owned Shares. All rights,
ownership and economic benefits of and
relating to the Owned Shares shall remain
vested in and belong to the Stockholder,
and Parent and Merger Sub shall have no
authority to manage, direct, superintend,
restrict, regulate, govern, or
administer any of the policies or
operations of the Company or exercise any
power or authority to direct the
Stockholder in the voting of any of the Owned
Shares, except as otherwise provided
herein, or in the performance of the
Stockholder's duties or responsibilities as
a stockholder of the Company.
3. Acknowledgment. The Stockholder hereby acknowledges the
receipt
and his review of a copy of the Merger
Agreement.
4. Representations and Warranties of the Stockholder. The
Stockholder hereby represents and warrants
to Parent and Merger Sub, as follows:
(a) Authorization; Validity of Agreement; Necessary Action.
The Stockholder has the legal capacity to
execute and deliver this Agreement and
to perform the Stockholder's obligations
hereunder. This Agreement has been duly
executed and delivered by the Stockholder
and, assuming this Agreement
constitutes a legal, valid and binding
obligation of Parent and Merger Sub,
constitutes a legal, valid and binding
obligation of the Stockholder,
enforceable against it in accordance with
its terms, subject to applicable
bankruptcy, insolvency, moratorium or other
laws relating to or affecting the
rights and remedies of creditors generally
and to general principles of equity
(regardless of whether considered in a
proceeding in equity or at law).
(b) No Conflict. Neither of the execution and delivery of this
Agreement by the Stockholder nor compliance
by the Stockholder with any of the
provisions hereof shall (i) result in a
violation or breach of, or constitute
(with or without notice or lapse of time or
both) a default (or give rise to any
third party right of termination,
cancellation, material modification or
acceleration) under any of the terms,
conditions or provisions of any note, loan
agreement, bond, mortgage, indenture,
license, contract, commitment, lease,
permit, franchise, arrangement,
understanding, agreement or other instrument or
obligation of any kind to which the
Stockholder is a party or by which the
Stockholder or any of his properties or
assets (including the Owned Shares) may
be bound, or (ii) violate any order, writ,
injunction, decree, judgment, law,
statute, rule, reg
