Exhibit 99.2
EXECUTION COPY
FORM OF VOTING
AGREEMENT
This VOTING AGREEMENT , dated
as of January 7, 2005 (the “ Agreement ”),
is entered into among PETTERS GROUP WORLDWIDE, LLC, a Delaware
limited liability Company (“Parent”), PETTERS CONSUMER
BRANDS, LLC, a Delaware limited liability company (“
Purchaser ”), and the principal stockholder of
POLAROID HOLDING COMPANY, a Delaware corporation (the “
Company ”), whose signature appears on the signature
page to this Agreement (the “ Principal Stockholder
”).
W I T N E S S E T
H:
WHEREAS , Parent, Purchaser and the Company propose to
enter into an Agreement and Plan of Merger dated as of the date
hereof (as the same may be amended from time to time, the “
Merger Agreement ”; capitalized terms used but not
defined in this Agreement shall have the meanings ascribed to them
in the Merger Agreement), which provides, upon the terms and
subject to the conditions thereof, for the merger of the Purchaser
into the Company (the “ Merger ”);
WHEREAS , as of the date hereof, the Principal
Stockholder owns beneficially or of record or has the power to
vote, or direct the vote of, the number of shares of common stock,
par value $0.001 per share, of the Company (the “ Company
Stock ”) as set forth opposite the Principal
Stockholder’s name on Exhibit A hereto (all such
Company Stock and any shares of Company Stock of which ownership of
record or beneficially or the power to vote is hereafter acquired
by the Principal Stockholder prior to the termination of this
Agreement being referred to herein as the “ Shares
”); and
WHEREAS , as a condition to the willingness of Purchaser
to enter into the Merger Agreement, Purchaser has requested that
the Principal Stockholder enter into this Agreement, and, in order
to induce Purchaser to enter into the Merger Agreement, the
Principal Stockholder has agreed to enter into this Agreement
solely in the Principal Stockholder’s capacity as a
stockholder of the Company.
NOW , THEREFORE , in consideration of the
premises and of the mutual agreements and covenants set forth
herein and in the Merger Agreement and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:
ARTICLE I
TRANSFER AND
VOTING OF SHARES
SECTION 1.01
Transfer of Shares . The Principal Stockholder shall not,
directly or indirectly, until the earlier of the termination of
this Agreement or the approval of the Merger by the Company
Stockholders (a) sell, pledge, encumber, assign, transfer,
grant an option with respect to or otherwise dispose of any or all
of the Principal Stockholder’s Shares or any interest in such
Shares, except pursuant to the Merger Agreement, (b) deposit
any Shares or any interest
in such Shares into a voting
trust or enter into a voting agreement or arrangement with respect
to any Shares or grant any proxy with respect thereto (other than
as contemplated herein), or (c) enter into any contract,
commitment, option or other arrangement or undertaking (other than
the Merger Agreement) with respect to the direct or indirect
acquisition or sale, assignment, pledge, encumbrance, transfer,
option with respect to, or other disposition of any Shares.
Notwithstanding the provisions in the previous sentence, prior to
the Effective Time, the Principal Stockholder may transfer, sell,
exchange, pledge or otherwise dispose of or encumber, Shares to any
affiliate of the Principal Stockholder, provided that each such
transferee or assignee, prior to the completion of the transfer,
sale, exchange, pledge or encumbrance, shall have executed
documents assuming all of the obligations of the Principal
Stockholder under this Agreement and shall have executed a proxy in
the form attached hereto as Exhibit B (the “
Proxy ”) with respect to the transferred
securities.
SECTION 1.02
Grant of Irrevocable Proxy . Concurrently with the execution
of this Agreement, the Principal Stockholder agrees to deliver to
Purchaser the Proxy, which shall be coupled with an interest and
irrevocable to the fullest extent permissible by law. Such
proxy will survive the death, incompetence or disability of a
holder of the Principal Stockholder’s stock and the merger or
dissolution of the Principal Stockholder. The Principal
Stockholder represents and warrants that any proxies heretofore
given in respect of the Principal Stockholder’s Company Stock
that may still be in effect are not irrevocable and that any such
proxies are hereby revoked.
SECTION 1.03
Vote in Favor of the Merger . If for any reason the
Proxy is deemed to be invalid, during the period commencing on the
date hereof and terminating at the Effective Time, the Principal
Stockholder, solely in the Principal Stockholder’s capacity
as a stockholder of the Company, agrees to vote (or cause to be
voted) all of the Shares at any meeting of the stockholders of the
Company or any adjournment thereof, and in any action by written
consent of the stockholders of the Company (whether held directly
or beneficially and whether now owned or hereafter acquired),
(i) in favor of the adoption of the Merger Agreement and
approval of the Merger, and in favor of the other transactions
contemplated by the Merger Agreement and (ii) in favor of any
other matter directly relating to the consummation of the
transactions contemplated by the Merger Agreement. If the
Principal Stockholder is the beneficial owner, but not the record
holder, of the Company Stock, the Principal Stockholder agrees to
take all commercially reasonable actions necessary to cause the
record holder and any nominees to vote all of the Company Stock in
accordance with the foregoing provisions.
SECTION 1.04
Termination . This Agreement, the Proxies granted
hereunder and the obligations of the Principal Stockholder pursuant
to this Agreement shall terminate upon the earliest of (a) the date
of the termination of the Merger Agreement pursuant to
Article VIII thereof, (b) the date upon which the Board of
Directors of the Company approves or recommends a Superior Proposal
(as defined in the Merger Agreement), (c) the Effective Time and
(d) any material amendment to the Merger Agreement without the
prior written consent of the Principal Stockholder.
SECTION 1.05
Fiduciary Responsibilities . Notwithstanding any other
provision of this Agreement to the contrary, nothing contained in
this Agreement shall be construed as
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preventing any officer,
employee or partner of the Principal Stockholder who is a director
of the Company from fulfilling the obligations of such
office.
ARTICLE II
REPRESENTATIONS
AND WARRANTIES OF STOCKHOLDER
The Principal Stockholder hereby
represents and warrants to Purchaser as follows:
SECTION 2.01
Authorization; Binding Agreement . The Principal
Stockholder has all legal right, power, authority and capacity to
execute and deliver this Agreement and the Proxy, to perform its
obligations hereunder and thereunder, and to consummate the
transactions contemplated hereby and thereby. This Agreement
and the Proxy have been duly and validly executed and delivered by
or on behalf of the Principal Stockholder and, assuming their due
authorization, execution and delivery by or on behalf of Parent and
the Purchaser, constitute the legal, valid and binding obligations
of the Principal Stockholder, enforceable against the Principal
Stockholder in accordance with their respective terms, subject to
the effect of any applicable bankruptcy, insolvency, moratorium or
similar law affecting creditors’ rights
generally.
SECTION 2.02 No
Conflict; Required Filings and Consents .
(a)
Assuming the
expiration or termination of the waiting period under the HSR Act
(and the satisfaction or obtaining of any requirements and any
required consents under other Anti-competition Laws), the filing of
proxy materials with the SEC and compliance with the Exchange Act,
the execution and delivery of this Agreement and the grant of the
Proxy to Purchaser by the Principal Stockholder do not, and the
performance of this Agreement and the grant of the Proxy to
Purchaser by the Principal Stockholder will not, (i) conflict
with or violate any statute, law, rule, regulation, order, judgment
or decree applicable to the Principal Stockholder or by which the
Principal Stockholder or any of the Principal Stockholder’s
material properties or assets is bound or affected,
(ii) violate or conflict with the Certificate of
Incorporation, Bylaws or other equivalent organizational documents
of the Principal Stockholder, or (iii) result in or constitute
(with or without notice or lapse of time or both) any breach of or
default under, or give to another party any right of termination,
amendment, acceleration or cancellation of, or result in the
creation of any lien or encumbrance or restriction on any of the
material property or assets of the Principal Stockholder pursuant
to, any note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument or obligation
to which the Principal Stockholder is a party or by which the
Principal Stockholder or any of the Principal Stockholder’s
material properties or assets is bound or affected; except in the
case of the foregoing clauses (i), (ii) and (iii), where such
violation, conflict, breach, default, right of termination,
amendment, acceleration or cancellation, lien, encumbrance or
restriction would not, or would reasonably be expected not to,
prevent or materially delay the performance by the Principal
Stockholder of the Principal Stockholder’s obligations under
this Agreement. There is no beneficiary or holder of a voting
trust certificate or other interest of any trust of which the
Principal Stockholder is a trustee whose consent is required for
the execution and
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delivery of this Agreement
or the consummation by the Principal Stockholder of the
transactions contemplated by this Agreement.
(b)
The execution and
delivery of this Agreement and the grant of the Proxy to Purchaser
by the Principal Stockholder do not, and the performance of this
Agreement and the grant of the Proxy to Purchaser by the Principal
Stockholder will not, require any consent, approval, order, permit
or governmental, authorization or permit of, or filing with or
notification to, any third party or any governmental, regulatory or
administrative authority, agency or commission, domestic or
foreign, except as may be required under the Exchange Act, the HSR
Act or Anti-competition Laws and except where the failure to obtain
such consents, approvals, authorizations or permits, or to make
such filings or notifications, would not, or would reasonably be
expected not to, prevent or materially delay the performance by the
Principal Stockholder of the Principal Stockholder’s
obligations under this Agreement. The Principal Stockholder
does not have any understanding in effect with respect to the
voting or transfer of any Shares owned by the Principal
Stockholder, other than those agreements set forth in the Amended
and Restated Securities Holders Agreement dated as of
February 5, 2003, as amended (the “
Stockholders’ Agreement ”) as to which this
Agreement and the Proxy do not violate.
SECTION 2.03
Litigation .
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