EXHIBIT 2.2
STOCKHOLDER VOTING
AGREEMENT
THIS STOCKHOLDER VOTING AGREEMENT
dated as of August , 2004 (as the
same may be amended from time to time, this “
Agreement ”) among ARM Holdings plc, a public limited
company organized under the laws of England and Wales (“
Parent ”) and the undersigned holder of Company Stock
(the “ Stockholder ”) of Artisan Components,
Inc., a Delaware corporation (the “ Company
”).
WHEREAS, in order to induce Parent
to enter into an Agreement and Plan of Merger dated as of the date
of this Agreement (as the same may be amended from time to time,
the “ Merger Agreement ”) with the Company,
Parent has required that the Stockholder, and the Stockholder has
agreed to, enter into this Agreement with respect to any and all
shares of Company Stock beneficially owned by the Stockholder on
the date of this Agreement and any and all additional shares of
Company Stock with respect to which the Stockholder becomes the
beneficial owner (including, but not limited to, whether by
purchase, by the exercise of Company Stock Options, by the exercise
of time or otherwise) (collectively, the “ Shares
”).
NOW, THEREFORE, in consideration of
the foregoing and of the mutual agreements and covenants set forth
in this Agreement and in the Merger Agreement, and intending to be
legally bound hereby, the parties to this Agreement (each, a
“ party ” and collectively, the “
parties ”) agree as follows:
ARTICLE 1
V OTING A GREEMENT ;
G RANT OF P
ROXY
Section 1.01 . Voting
Agreement . The Stockholder hereby agrees to vote or exercise
its right to consent with respect to all Shares the Stockholder is
entitled to vote at the time of any vote or action by written
consent to adopt the Merger Agreement and any actions in
furtherance thereof at any meeting of the stockholders of the
Company, and at any adjournment of any such meeting, at which the
Merger Agreement, and such other actions, are submitted for the
consideration and vote of the stockholders of the Company. The
Stockholder hereby further agrees that it will not vote any Shares
in favor of, or consent to, and will vote against and not consent
to, the approval or adoption of any (i) Acquisition Proposal, or
(ii) reorganization, recapitalization, liquidation or winding up of
the Company or any other extraordinary transaction involving the
Company. For the sake of clarity and notwithstanding anything in
this Agreement that may be deemed to the contrary, nothing in this
Agreement shall obligate or require the Stockholder to exercise any
unexercised Company Stock Option held by the
Stockholder.
Section 1.02 . Irrevocable
Proxy . The Stockholder hereby revokes any and all previous
proxies granted with respect to the Shares. By entering into this
Agreement, the 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 that
voting power in the manner contemplated by Section 1.01 above with
respect to the Shares. The proxy granted by the Stockholder
pursuant to this Article 1 is irrevocable (except as provided in
the following sentence) 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 the
Stockholder shall only be revoked upon termination of this
Agreement in accordance with its terms.
ARTICLE 2
R EPRESENTATIONS AND W ARRANTIES OF S
TOCKHOLDER
The Stockholder represents and
warrants to Parent as follows:
Section 2.01 . Organization;
Authorization . The execution, delivery and performance by the
Stockholder of this Agreement and the consummation by the
Stockholder of the transactions contemplated by this Agreement are
within the Stockholder’s powers and have been duly authorized
by all necessary action. This Agreement constitutes a valid and
binding Agreement of the Stockholder enforceable against the
Stockholder in accordance with its terms, except as that
enforceability may be limited by laws relating to bankruptcy,
insolvency and creditors’ rights generally and by general
equitable principles. If the Stockholder is married and the Shares
set forth on the signature page to this Agreement opposite the
Stockholder’s name constitute community property under
applicable laws, the Stockholder’s spouse has consented to
this Agreement. If this Agreement is being executed in a
representative or fiduciary capacity, the Stockholder signing this
Agreement has full power and authority to enter into and perform
this Agreement.
Section 2.02 . Non-Contravention;
Required Filings and Consents . The execution, delivery and
performance by the Stockholder of this Agreement and the
consummation of the transactions contemplated by this Agreement do
not and will not (i) conflict with or violate any applicable law,
rule, regulation, judgment, injunction, order or decree applicable
to the Stockholder or by which the Stockholder or any of the
Stockholder’s assets or properties is bound or affected, (ii)
require any consent or other action by any Person under, constitute
a default (or an event that with notice or lapse of time or both
would become a default) under, or give rise to any right of
termination, cancellation or acceleration or to a loss of any
benefit to which the Stockholder is entitled under any provision of
any agreement or other instrument binding on the Stockholder or
(iii) result in the imposition of any Lien on any of the
Stockholder’s assets, in the case of each of
(ii) and (iii) that, individually or in the
aggregate, would reasonably be expected to impair the
Stockholder’s ability to consummate the transactions
contemplated by this Agreement in any material respect. There is no
beneficiary or holder of a voting trust certificate or other
interest of any trust of which the Stockholder is a trustee whose
consent is required for either the execution and delivery of this
Agreement or the consummation by the Stockholder of the
transactions contemplated by this Agreement.
Section 2.03 . Ownership of
Shares . The Stockholder is the beneficial owner of the Shares
(the number of which are beneficially owned by the Stockholder as
of the date of this Agreement is set forth opposite the
Stockholder’s name on the signature page to this Agreement),
free and clear of any Lien and any other limitation or restriction
(including any restriction on the right to vote or transfer the
Shares, except for any applicable restrictions on transfer under
applicable securities laws or under this Agreement and except for
applicable community property laws). None of the Shares is subject
to any voting trust or other agreement or arrangement with respect
to the voting of those Shares.
Section 2.04 . Total Shares .
Except for the Shares set forth opposite the Stockholder’s
name on the signature pages to this Agreement, the Stockholder does
not beneficially own, on and as of the date of this Agreement, 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.
Section 2.05 . Finder’s
Fees . No investment banker, broker, finder or other
intermediary is entitled to a fee or commission from Parent or the
Company in respect of this Agreement based upon any arrangement or
agreement made by or on the Stockholder’s behalf.
Section 2.06 . No Litigation or
Orders. There is (a) no action, suit, proceeding, claim,
arbitration or investigation pending before any Governmental Entity
or, to the Stockholder’s actual knowledge, threatened
against, and (b) no judgment, decree or order against, (i) the
Stockholder, or (ii) to the Stockholder’s actual knowledge
any of (A) the Stockholder’s affiliates, (B) any of the
Stockholder’s or his affiliates respective properties, (C)
any of the Stockholder’s or his affiliates officers or
directors (in the case of a corporate entity (in their capacities
as such)), or (D) any
