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EXHIBIT 2.2
VOTING AGREEMENT AND IRREVOCABLE PROXY
VOTING AGREEMENT (this
"Agreement"), dated as of February 10, 2004, by and
between Allied Motion Technologies, Inc., a
Colorado corporation ("Parent"),
and George B. Lemmon, Jr.
("Shareholder").
WHEREAS, concurrently
herewith, Parent, AMOT, Inc., a Pennsylvania
corporation and wholly owned subsidiary of
Parent ("Merger Sub") and Owosso
Corporation, a Pennsylvania corporation
(the "Company"), are entering into an
Agreement and Plan of Merger of even date
herewith (the "Merger Agreement"),
pursuant to which each share of Company
Common Stock and Company Preferred Stock
will cease to be existing and outstanding
and shall be automatically converted
into the right to receive the Common Merger
Consideration or the Preferred
Merger Consideration, as applicable, and
the Merger Sub will be merged with the
Company, with the Merger Sub being the
surviving entity. Capitalized terms used
but not defined herein shall have the
meanings set forth in the Merger
Agreement.
WHEREAS, as of the
date hereof, Shareholder owns 2,455,015 shares of Company
Common Stock (the "Shares") (for purposes
of this Agreement the "Shares" shall
also include any shares of the Company
acquired by Shareholder after the date of
this Agreement but prior to the Effective
Time, whether upon the exercise of
options, conversion of convertible
securities or otherwise); and
WHEREAS, as a
condition to their willingness to enter into the Merger
Agreement, Parent and the Merger Sub have
required that Shareholder agree, and
Shareholder hereby agrees, to take the
actions set forth herein;
WHEREAS, the
Shareholder has agreed to enter into this Agreement strictly in
his capacity as owner of the Shares and not
in any other capacity, including,
without limitation, as a director or
officer of the Company.
NOW, THEREFORE, to
induce Parent and Merger Sub to enter into the Merger
Agreement, and in consideration of the
premises and for other good and valuable
consideration given to each party hereto,
the receipt of which is hereby
acknowledged, the parties agree as
follows:
1. Agreement to
Vote.
1.1 Voting. Shareholder hereby
agrees that during the period commencing on
the date hereof and continuing until this
Agreement terminates pursuant to
Section 2 hereof, at any meeting of the
Shareholders, however called,
Shareholder shall: (a) vote the Shares in
favor of the Merger; (b) vote the
Shares against any action or agreement that
would result in a breach of any
covenant, representation or warranty or any
other obligation or agreement of the
Company under the Merger Agreement; and (c)
vote the Shares against any action
or agreement (other than the Merger
Agreement or the transactions contemplated
thereby) that
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would impede, interfere with, delay,
postpone or attempt to discourage the
Merger, including, but not limited to: (i)
any extraordinary corporate
transaction, such as a merger,
consolidation or other business combination
involving the Company or any of its
subsidiaries; (ii) a sale or transfer of a
material amount of assets of the Company or
any of its subsidiaries or a
reorganization, recapitalization or
liquidation of the Company and its
subsidiaries; (iii) any change in the
management or board of directors of the
Company, except as otherwise agreed to in
writing by the Parent and the Merger
Sub; (iv) any material change in the
present capitalization or dividend policy
of the Company; or (v) any other material
change in the Company's corporate
structure or business or (vi) any other
action which is intended, or could be
reasonably expected, to impede, interfere
with, delay, postpone or adversely
effect the merger and the transactions
contemplated by this Agreement and the
Merger Agreement. In the event that any
corporate action consistent with this
Agreement is taken by the shareholders of
the company by written consent
(including any action to approve the Merger
Agreement and the transactions
contemplated thereby), each Shareholder
hereby waives any right to receive
notice of the taking of such corporate
action without a meeting pursuant to
Section 1766 of the PBCL or otherwise.
1.2 Grant of Irrevocable Proxy;
Appointment of Proxy.
(i) During the period
commencing on the date hereof and continuing until
this Agreement terminates pursuant to
Section 2 hereof, Shareholder hereby
irrevocably grants to, and appoints,
Richard Smith and Richard Warzala, or
either of them, in their respective
capacities as officers of Parent, and any
individual who shall hereafter succeed to
any such office of Parent, and each of
them individually, Shareholder's proxy and
attorney-in-fact (with full power of
substitution), for and in the name, place
and stead of Shareholder, to vote (or
cause to be voted) the Shares at any
meeting of the Shareholders, however
called: (a) in favor of the Merger; (b)
against any action or agreement that
would result in a breach of any covenant,
representation or warranty or any
other obligation or agreement of the
Company under the Merger Agreement; and (c)
against any action or agreement (other than
the Merger Agreement or the
transactions contemplated thereby) that
would impede, interfere with, delay,
postpone or attempt to discourage the
Merger, including, but not limited to: (i)
any extraordinary corporate transaction,
such as a merger, consolidation or
other business combination involving the
Company or any of its subsidiaries;
(ii) a sale or transfer of a material
amount of assets of the Company or any of
its subsidiaries or a reorganization,
recapitalization or liquidation of the
Company and its subsidiaries; (iii) any
change in the management or board of
directors of the Company, except as
otherwise agreed to in writing by the Parent
and the Merger Sub; (iv) any material
change in the present capitalization or
dividend policy of the Company; or (v) any
other material change in the
Company's corporate structure or business
or (vi) any other action which is
intended, or could be reasonably expected,
to impede, interfere with, delay,
postpone or adversely effect the merger and
the transactions contemplated by
this Agreement and the Merger
Agreement.
(ii) Shareholder
represents that any proxies heretofore given in respect of
the Shares are not irrevocable, and that
any such proxies are hereby revoked.
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(iii) Shareholder
hereby affirms that the proxy set forth in this Section
1.2 is coupled with an interest and is
irrevocable until such time as this
Agreement terminates in accordance with its
terms. Shareholder understands and
acknowledges that Parent is entering into
the Merger Agreement in reliance upon
Shareholder's execution and delivery of
this Agreement. Shareholder hereby
affirms that the irrevocable proxy set
forth in this Section 1.2 is given in
connection with the execution of the Merger
Agreement, and that such irrevocable
proxy is given to secure the performance of
the duties of Shareholder under this
Agreement. Shareholder hereby further
affirms that the irrevocable proxy is
coupled with an interest and may under no
circumstances be revoked. Shareholder
hereby ratifies and confirms all that such
irrevocable proxy may lawfully do or
cause to be done by virtue hereof. Such
irrevocable proxy is executed and
intended to be irrevocable.
(iv) The vote of the
proxyholder shall control in any conflict between the
vote by the proxyholder of such
Shareholder's Shares and a vote by such
Shareholder of such Shareholder's
Shares.
1.3 No Inconsistent
Arrangements. Shareholder hereby covenants and agrees
that, except as contemplated by this
Agreement and the Merger Agreement, he
shall not: (i) except to Parent or the
Merger Sub, transfer (which term shall
include, without limitation, any sale,
gift, pledge or other disposition), or
consent to any transfer of, any or all of
the Shares or any interest therein;
(ii) enter into any contract, option or
other agreement or understanding with
respect to any transfer of any or all of
the Shares or any interest therein;
(iii) grant any proxy, power-of-attorney or
other authorization, other than
pursuant to Section 1.2 of this Agreement,
in or with respect to the Shares;
(iv) deposit any Shares into a voting trust
or enter into a voting agreement or
arrangement with respect to the Shares; or
(v) take any other action that would
in any way restrict, limit or interfere
with the performance of his obligations
hereunder or the transactions contemplated
hereby or by the Merger Agreement or
which would make any representation or
warranty of Shareholder hereunder untrue
or incorrect. Notwithstanding the
foregoing, nothing herein shall prevent or
prohibit: (i) bona fide gifts by the
Shareholder; (ii) transfers by the
Shareholder to his or her family members;
or (iii) transfers by the Shareholder
to its affiliates (as that term is defined
in the Securities Act of 1933, as
amended), provided that in the case of each
of (i), (ii) and (iii), the
transferee agrees in writing to the terms
of this Agreement.
1.4 No Solicitatio
