Exhibit 2.2
VOTING AND SUPPORT AGREEMENT
This VOTING AND
SUPPORT AGREEMENT (this “ Agreement ”), dated as
of April 5, 2004 among Morgan Stanley, a Delaware corporation
(“ Parent ”), Morgan Stanley Risk Holdings,
Inc., a Delaware corporation (“ Merger Subsidiary
”), and each of Dr. Andrew Rudd and Mr. Kamal
Duggirala (each of Messrs. Rudd and Duggirala, a “
Stockholder ”).
WHEREAS, in order
to induce Parent and Merger Subsidiary to enter into an Agreement
and Plan of Merger, dated as of the date hereof (the “
Merger Agreement ”), with Barra, Inc., a Delaware
corporation (the “ Company ”), Parent has
requested each Stockholder, and each Stockholder has agreed, to
enter into this Agreement with respect to all shares of common
stock, par value $.0001 per share, of the Company that such
Stockholder beneficially owns (with respect to each Stockholder,
the “ Shares ”).
NOW, THEREFORE,
the parties hereto agree as follows:
ARTICLE 1
Grant of Proxy; Voting Agreement
Section 1.01.
Voting Agreement . Each Stockholder hereby agrees to vote
the number of Shares set forth underneath such Stockholder’s
name on the signature pages hereto and any other Shares that
Stockholder is entitled to vote at the time of any vote to approve
and adopt the Merger Agreement, the Merger and all agreements
related to the Merger and any actions related thereto at any
meeting of the stockholders of the Company, and at any adjournment
thereof, at which such Merger Agreement and other related
agreements (or any amended version thereof), or such other actions,
are submitted for the consideration and vote of the stockholders of
the Company. Each Stockholder hereby agrees that it will not vote
any Shares in favor of the approval of any (i) Acquisition
Proposal, (ii) reorganization, recapitalization, liquidation
or winding-up of the Company or any other extraordinary transaction
involving the Company, (iii) corporate action the consummation
of which would frustrate the purposes, or prevent or delay the
consummation, of the transactions contemplated by the Merger
Agreement or (iv) other matter relating to, or in connection
with, any of the foregoing matters.
Section 1.02.
Irrevocable Proxy . Each Stockholder hereby revokes any and
all previous proxies granted with respect to the Shares. By
entering into this Agreement, each Stockholder hereby grants a
proxy appointing Parent as the Stockholder’s attorney-in-fact
and proxy, with full power of substitution, for and in the
Stockholder’s name, to vote, express, consent or dissent, or
otherwise to utilize such voting power in the manner contemplated
by Section 1.01 above as Parent or its proxy or substitute shall,
in Parent’s sole discretion, deem proper with respect to the
Shares. The proxy granted by Stockholder pursuant to this
Article 1 is irrevocable and is granted in consideration of
Parent entering into this
Agreement and the Merger
Agreement and incurring certain related fees and expenses. The
proxy granted by Stockholder shall be revoked upon termination of
this Agreement in accordance with its terms.
ARTICLE 2
Representations and Warranties of Stockholders
Each Stockholder
severally represents and warrants to Parent that:
Section 2.01.
Authorization . Such Stockholder has duly executed and
delivered this Agreement and the execution, delivery and
performance by Stockholder of this Agreement and the consummation
by Stockholder of the transactions contemplated hereby are within
the powers and legal capacity of Stockholder and have been duly
authorized by all necessary action. If the Stockholder is married
and the Shares set forth on the signature page hereto opposite such
Stockholder’s name constitute community property under
applicable laws, this Agreement has been duly authorized, executed
and delivered by, and constitutes the valid and binding agreement
of, such Stockholder’s spouse.
Section 2.02.
Non-Contravention . The execution, delivery and performance
by Stockholder of this Agreement and the consummation of the
transactions contemplated hereby do not and will not
(i) violate any applicable law, rule, regulation, judgment,
injunction, order or decree, (ii) require any consent or other
action by any Person under, constitute a default under, or give
rise to any right of termination, cancellation or acceleration or
to a loss of any benefit to which Stockholder is entitled under any
provision of any agreement or other instrument binding on
Stockholder or (iii) result in the imposition of any Lien on
any asset of Stockholder.
Section 2.03.
Ownership of Shares . Stockholder is the record and
beneficial owner of that number of Shares set forth underneath such
Stockholder’s name on the signature pages hereto, free and
clear of any Lien and any other limitation or restriction
(including any restriction on the right to vote or otherwise
dispose of the Shares). None of the Shares set forth underneath
such Stockholder’s name on the signature pages hereto is
subject to any voting trust or other agreement or arrangement with
respect to the voting of such Shares.
Section 2.04.
Total Shares . Except for the Shares set forth underneath
such Stockholder’s name on the signature pages hereto and
except as set forth on Schedule 2.04 hereto, Stockholder does
not beneficially own any (i) shares of capital stock or voting
securities of the Company, (ii) securities of the Company
convertible into or exchangeable for shares of capital stock or
voting securities of the Company or (iii) options or other
rights to acquire from the Company any capital stock, voting
securities or securities convertible into or exchangeable for
capital stock or voting securities of the Company.
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