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EXHIBIT 2.2
VOTING AGREEMENT
THIS
VOTING AGREEMENT (this "AGREEMENT") is made and entered into as
of
July __, 2004 by and among Teledyne
Wireless, Inc., a Delaware corporation
("TELEDYNE"), and the undersigned
shareholder ("SHAREHOLDER") of Celeritek,
Inc., a California corporation (the
"COMPANY").
W I T N E S S E T H:
WHEREAS,
Teledyne and the Company are entering into an Asset Purchase
Agreement (the "PURCHASE AGREEMENT"), which
provides for the Company's sale of
certain assets relating to its defense
electronics division to Teledyne (the
"TRANSACTION"). The Company is seeking
shareholder approval of the Transaction.
WHEREAS,
each Shareholder is the beneficial owner of such number of
shares
of the Company as is indicated on such
Shareholder's signature page to this
Agreement.
WHEREAS,
in consideration of the execution of the Purchase Agreement by
Teledyne, Shareholder (in his or her
capacity as such) agrees to vote the Shares
and the New Shares (each as defined below)
of the Company over which Shareholder
has voting power to approve of the
Transaction as contemplated by the Purchase
Agreement.
NOW, THEREFORE,
in consideration of the promises and the mutual covenants
and agreements herein contained, intending
to be legally bound, the parties
hereto hereby agree as follows:
1.
Capitalized Terms.
(a) The
following capitalized terms shall have the respective
meanings ascribed thereto below:
"EXPIRATION DATE" shall mean the earlier to occur of (i) such
date
and time
as the Purchase Agreement shall have been terminated pursuant
to
Article 11
thereof or (ii) such date and time as the Transaction shall be
consummated in accordance with the terms and provisions of the
Purchase
Agreement.
"NEW SHARES" shall mean any shares of the Company that
Shareholder
purchases
or with respect to which Shareholder otherwise acquires
beneficial
ownership after the date of this Agreement and prior to the
Expiration
Date, including, without limitation, any shares issued or
issuable
upon the conversion, exercise or exchange, as the case may be,
of
any shares
held by Shareholder which are convertible into, or exercisable
or
exchangeable for, capital stock of the Company. New Shares shall
be
subject to
the terms and conditions of this Agreement to the same extent
as if they
constituted Shares.
"PERSON" shall mean any individual, corporation, limited
liability
company,
partnership or other entity, or governmental authority.
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"SHARES" shall mean all capital stock of the Company (including
all
options,
warrants and other rights to acquire shares) beneficially owned
by
Shareholder as of the date of this Agreement.
"TRANSFER." A Person shall be deemed to have effected a
"TRANSFER"
of a
security if such Person directly or indirectly: (i) sells,
pledges,
encumbers,
grants an option with respect to, transfers or disposes of such
security
or any interest in such security; or (ii) enters into an
agreement
or commitment providing for the sale of, pledge of, encumbrance
of, grant
of an option with respect to, transfer of or disposition of
such
security
or any interest therein.
(b) Capitalized
terms used but not otherwise defined herein shall
have the meanings ascribed to them in the
Purchase Agreement (as defined above).
2.
Restrictions on Transfer of Shares.
(a) Transfer of
Shares. During the period from the date of this
Agreement through the Expiration Date,
Shareholder shall not cause or permit,
directly or indirectly, any Transfer of any
of the Shares or New Shares to be
effected; provided, however, that
notwithstanding the foregoing, Shareholder may
transfer Shares to a third party if the
transferee shall have agreed in writing
to hold such Shares and New Shares (or
interest in such Shares or New Shares)
subject to, and agree to abide by, all of
the terms and conditions of this
Agreement.
(b) Transfer of
Voting Rights. During the period from the date of
this Agreement through the Expiration Date,
Shareholder shall not (i) deposit
(or permit the deposit of) any Shares or
New Shares in a voting trust or (ii)
grant any proxy or power of attorney or
enter into any voting agreement or
similar agreement in contravention of the
obligations of Shareholder under this
Agreement with respect to any of the Shares
or New Shares.
3.
Proxy.
Shareholder hereby revokes all prior proxies or powers of
attorney with respect to any and all of
Shareholder's Shares. Through the
Expiration Date, Shareholder hereby
constitutes and appoints Teledyne, or any
nominee designated by Teledyne, with the
full power of substitution at any time
during the term of this Agreement, as
Shareholder's true and lawful attorney and
proxy ("PROXY"), for and in its name,
place, and stead, in the Proxy's
discretion, to demand that the Secretary of
the Company call a special meeting
of the shareholders of the Company for the
purpose of considering any matter
referred to in Article 2 of the Purchase
Agreement and to vote each Share held
by Shareholder, as Shareholder's Proxy in
respect of any such matter, at every
annual, adjourned or postponed meeting of
the shareholders or the Company,
including, without limitation, the right to
sign its name as Shareholder (or to
direct the recordowner to sign its name as
Shareholder) to any consent,
certificate, or other document relating to
the Company that the state of
California might permit or require. THE
FOREGOING PROXY AND POWER OF ATTORNEY
ARE IRREVOCABLE AND COUPLED WITH AN
INTEREST THROUGHOUT THE TERM OF THIS
AGREEMENT.
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4.
Agreement
to Vote Shares. During the period from the date of this
Agreement through the Expiration Date, at
every meeting of the Shareholders of
the Company called, and at every
adjournment or postponement thereof, and on
every action or approval by written consent
of the Shareholders of the Company,
Shareholder (in his, her or its capacity as
such) shall cause the Shares and any
New Shares to be voted (a) in favor of
approval of the Purchase Agreement and
the Transactions; and (b) unless the
Purchase Agreement has been terminated by
Buyer, against any Superior Proposal or
against any proposal which would result
in a breach of any covenant, representation
or warranty or any other agreement
of the Company under the Purchase Agreement
or could reasonably be expected to
result in any breach of the Company's
obligations under the Purchase Agreement.
5. No Solicitation.
Shareholder covenants and agrees that, during the
term of this Agreement, it shall not,
directly or indirectly, solicit, initiate,
knowingly encourage, or take any other
action designed to facilitate any
inquiries or the making or any proposal
from any person (other than from
Teledyne) relating to any transaction that
constitutes a Superior Proposal.
Shareholder further covenants and agrees
that it shall not participate in any
discussions or negotiations (except with
Teledyne) regarding, or furnish to any
person (other than Teledyne) any
information with respect to, or otherwise
cooperate in any way with, or assist or
participate in or facilitate or
encourage, any effort or attempt by any
person (other than Teledyne) to make or
effect any transaction that may constitute
a Superior Proposal. Shareholder
immediately shall cease and cause to be
terminated any existing discussions or
negotiations or Shareholder and
Shareholder's agents or their
