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EXHIBIT 2.6
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 Randall V. James ("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 16,090 shares of Company
Common Stock and 293,779 shares of Company
Preferred 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.
(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
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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 So
