Exhibit 10.112
[FORM OF] VOTING
AGREEMENT
This VOTING AGREEMENT (this
“Agreement”) dated as of October 24, 2006, is
entered into among Microsemi Corporation, a Delaware corporation
(the “Parent”), and the undersigned shareholder (the
“Shareholder”) of PowerDsine Ltd., an Israeli company
(the “Company”). Except as otherwise provided herein,
capitalized terms that are used but not otherwise defined herein
shall have the meanings assigned to them in the Merger Agreement
(as defined below).
RECITALS
A. Contemporaneously with the
execution of this Agreement, the Company, the Parent and Pinnacle
Acquisition Corporation Ltd (“Merger Sub”) are entering
into an Agreement and Plan of Merger of even date herewith (the
“Merger Agreement”), providing for, among other things,
the merger of Merger Sub with and into the Company, pursuant to
which Merger Sub will cease to exist and the Company will become a
wholly-owned subsidiary of the Parent (the “Merger”);
and
B. As a condition to their
willingness to enter into the Merger Agreement, the Parent and
Merger Sub have required that the Shareholder enter into this
Agreement.
AGREEMENT
NOW, THEREFORE, in order to induce
the Parent and Merger Sub to enter into the Merger Agreement, the
parties hereto, intending to be legally bound, agree as
follows:
1. Representations of
Shareholder . The Shareholder represents and warrants to the
Parent that:
(a) As of the date hereof, the
Shareholder lawfully owns beneficially (as such term is defined in
Rule 13d-3 of the 1934 Act) or of record each of the ordinary
shares, par value NIS 0.01 per share, of the Company (the
“Company Shares”), set forth on Schedule 1(a) (the
“Shares”), free and clear of all Liens (other than as
set forth on Schedule 1(a) and proxies and other restrictions in
favor of the Parent and Merger Sub pursuant to this Agreement and
except for such transfer restrictions of general applicability as
may be provided under securities laws, including the 1933 Act and
the “blue sky” laws of the various states of the United
States) and, except for this Agreement and as set forth on Schedule
1(a), there are no options, warrants or other rights, agreements,
arrangements or commitments of any character to which the
Shareholder is a party relating to the pledge, disposition or
Voting (as defined below) of any shares of capital stock of the
Company and there are no Voting trusts or Voting agreements with
respect to such Shares;
(b) as of the date hereof, other
than as set forth on Schedule 1(a), the Shareholder does not
beneficially own (as such term is used in Rule 13d-3 of the 1934
Act, but ignoring the 60-day limitation set forth therein) any
Company Shares other than the Shares and does not have any options,
warrants or other rights to acquire any additional shares of
capital stock of the Company or any security exercisable for or
convertible or exchangeable into shares of capital stock of the
Company;
(c) the Shareholder has full power
and authority and has taken all actions necessary to enter into,
execute and deliver this Agreement and to perform fully the
Shareholder’s obligations hereunder;
(d) this Agreement has been duly
executed and delivered by the Shareholder and constitutes the
legal, valid and binding obligation of the Shareholder enforceable
against the Shareholder in accordance with its terms, subject, as
to enforcement, to applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance and similar laws relating to
creditors’ rights and to general principles of
equity;
(e) assuming that all consents
contemplated by the Merger Agreement have been obtained, other than
filings under the 1934 Act and other than such as, if not made,
obtained or given, would not reasonably be expected to prevent or
materially delay the performance by Shareholder of any of its
obligations under this Agreement, no notices, reports or other
filings are required to be made by the Shareholder with, nor are
any consents, registrations, approvals, permits or authorizations
required to be obtained by the Shareholder from, any Governmental
Authority or any other Person or entity, in connection with the
execution and delivery of this Agreement by the Shareholder;
and
(f) the execution, delivery and
performance of this Agreement by the Shareholder does not, and the
consummation by the Shareholder of the transactions contemplated
hereby will not, result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, cancellation, modification
or acceleration) (whether after the giving of or the passage of
time of both) under any contract, agreement, arrangement or
commitment to which the Shareholder is a party or which is binding
on it, him or her or its, his or her assets and will not result in
the creation of any Lien on any of the assets or properties of the
Shareholder (other than the Shares), except for such violations,
breaches, defaults, terminations, cancellations, modifications,
accelerations or Liens as would not reasonably be expected to
prevent or materially delay the performance by Shareholder of any
of its obligations under this Agreement.
2. Voting . From the date
hereof until any termination of this Agreement in accordance with
its terms, Shareholder hereby agrees that at any meeting of the
shareholders of the Company, however called, and in any written
action by consent of shareholders of the Company, Shareholder shall
cause to be counted as present thereat for purposes of establishing
a quorum and shall Vote, or cause to be Voted, any and all of the
Shares (or, with respect to New Shares (as defined in
Section 3), owned hereafter) as follows:
(a) FOR the adoption and approval of
the Merger Agreement and the transactions contemplated thereby (the
“Transactions”), including the Merger;
(b) AGAINST any action or agreement
that would compete with, or materially impede, or interfere with or
that would reasonably be expected to discourage the Transactions;
or inhibit the timely consummation of the Transactions,
and
(c) except for the Merger, AGAINST
any Acquisition Proposal, or merger, consolidation, business
combination, reorganization, recapitalization, liquidation or sale
or transfer of any material assets of the Company or its
Subsidiaries not permitted pursuant to Section 6.01 of the
Merger Agreement.
2
For purposes of this Agreement,
“Vote” includes voting in person or by proxy in favor
of or against any action, otherwise consenting or withholding
consent in respect of any action. “Voting” shall have a
correlative meaning.
3. Proxy . In furtherance of
the Shareholder’s agreement in Section 2 above, the
Shareholder hereby appoints
and
and each of them as his, her or its proxies, with power of
substitution and resubstitution, to Vote all of the Shares and all
Company Shares which the Shareholder purchases or otherwise of
which the Shareholder acquires beneficial ownership (as such term
is used in Rule 13d-3 of the 1934 Act, but ignoring the 60-day
limitation set forth therein, and excluding any Company Shares that
may be deemed to be beneficially owned by the Shareholder as a
result of the grant to the Shareholder of proxies in connection
with the Company Shareholder Meeting) after the execution of this
Agreement (“New Shares”) in the manner described by
Section 2 above.
This proxy (this
“Proxy”) applies to any Vote (i) at any meeting of the
shareholders of the Company, and any adjournment or postponement
thereof, at which the matters described above are considered,
including the Company Shareholder Meeting, and (ii) in connection
with any written consent of the shareholders of the Company. THIS
PROXY IS COUPLED WITH AN INTEREST, IS GRA
