Exhibit 2.2
SHAREHOLDER VOTING AGREEMENT
SHAREHOLDER VOTING AGREEMENT, dated
as of September 16, 2007 (this “ Agreement
”), by and between ITT Corporation, an Indiana corporation
(“ Parent ”), and [
] (“ Shareholder ”).
WHEREAS, concurrently with the
execution and delivery of this Agreement, Parent, Donatello
Acquisition Corp., a New York corporation and a wholly-owned
subsidiary of Parent (“ Merger Sub ”), and EDO
Corporation, a New York corporation (the “ Company
”), are entering into an Agreement and Plan of Merger, dated
as of the date hereof (as the same may be amended or supplemented,
the “ Merger Agreement ”; capitalized terms used
but not defined herein shall have the meanings set forth in the
Merger Agreement) providing for the merger of Merger Sub with and
into the Company (the “ Merger ”), with the
Company as the surviving corporation, upon the terms and subject to
the conditions set forth in the Merger Agreement;
WHEREAS, Shareholder owns the number
of shares of common stock, par value $1.00 per share, of the
Company (the “ Company Common Stock ”) set forth
on Schedule A attached hereto (such shares of Company
Common Stock, together with ( i ) any other shares of
capital stock of the Company acquired by Shareholder after the date
hereof and during the term of this Agreement and ( ii )
shares of capital stock of the Company (such shares, the “
ESOP Shares ”) not owned by Shareholder but allocated
to his or her account under the Company’s Employee Stock
Ownership Plan (the “ ESOP ”) or that become
allocated to Shareholder’s account after the date hereof
(with respect to such currently unallocated ESOP Shares, solely to
the extent that Shareholder becomes entitled to instruct the ESOP
trustee as to the voting of such ESOP Shares), collectively, the
“ Subject Shares ”); and
WHEREAS, as a condition to the
willingness of Parent and Merger Sub to enter into the Merger
Agreement, Parent has requested that Shareholder enter into this
Agreement, and in order to induce Parent and Merger Sub to enter
into, and in consideration of their entering into, the Merger
Agreement, Shareholder has agreed to enter into this
Agreement;
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements contained
herein, and intending to be legally bound hereby, the parties agree
as follows:
1. Representations and
Warranties of Shareholder . Shareholder hereby represents and
warrants to Parent, as of the date hereof, as follows:
(a) Authority .
Shareholder has all requisite power and authority to execute and
deliver this Agreement, to perform Shareholder’s obligations
hereunder and to
consummate the transactions contemplated hereby. This Agreement has
been duly executed and delivered by Shareholder and constitutes a
valid and binding obligation of Shareholder enforceable against
Shareholder in accordance with its terms, except as the same may be
limited by or subject to applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws, as now or hereafter in
effect, relating to creditors’ rights generally and general
principles of equity, regardless of whether such enforceability is
considered in a proceeding at law or in equity.
(b) No Conflict . The
execution and delivery or performance of this Agreement by
Shareholder do not, and the consummation of the transactions
contemplated hereby and compliance with the terms hereof by
Shareholder will not (i) require any filing with, permit,
authorization, consent or approval of, any Governmental Entity,
except where the failure to obtain such permits, authorizations,
consents or approvals or to make such filings would not materially
impair the ability of Shareholder to consummate the transactions
contemplated hereby, (ii) conflict with, or result in any
violation or breach of, or default (with or without notice or lapse
of time or both) under, or give rise to a right of, or result in,
termination, cancellation or acceleration of any obligation or the
loss of a material benefit under, or to increased, additional,
accelerated or guaranteed right or entitlements of any person
under, or result in the creation of any lien in or upon any of the
properties or assets of Shareholder under, any trust agreement,
loan or credit agreement, bond, debenture, note, mortgage,
indenture, lease or other contract, commitment, agreement,
instrument, arrangement, understanding, obligation, undertaking,
permit, concession, franchise, license, judgment, order, notice,
decree, statute, law, ordinance, rule or regulation applicable to
Shareholder or to the Subject Shares, except for any such
conflicts, violations, breaches, defaults, rights, losses,
entitlements or liens that would not, individually or in the
aggregate, reasonably be expected to prevent or materially delay
Shareholder’s performance of its obligations under this
Agreement. Shareholder is not a trustee of any trust that is the
record holder of, or whose beneficiaries are the beneficial owners
of, any shares of the Company, nor is Shareholder the beneficiary
of any such trust (other than the ESOP).
(c) The Subject Shares .
As of the date hereof, Shareholder is the record or beneficial
owner of, and has good, valid and marketable title to, the Subject
Shares set forth on Schedule A , except the ESOP
Shares, free and clear of any adverse claims, liens, encumbrances
and security interests whatsoever. As of the date hereof,
Shareholder does not own, of record or beneficially, or have the
right to vote, the ability to direct the voting or shared voting
power with respect to any shares of capital stock of the Company
other than the Subject Shares set forth on Schedule A .
Shareholder has the sole right to vote such Subject Shares and no
Person other than Shareholder has the right to Transfer such
Subject Shares, except ( i ) the ESOP Shares (including
allocated ESOP Shares, with respect to which Shareholder is
entitled to instruct the trustee of the ESOP as to the voting of
such ESOP Shares, and ( ii ) the Subject Shares (if any)
indicated on Schedule A as held with shared voting
power, and none of such Subject Shares is subject to any voting
trust or other
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agreement, arrangement or restriction with respect to the voting of
such Subject Shares, except as contemplated by this
Agreement.
(d) No Other Representations
or Warranties . Except for the representations and warranties
expressly set forth in this Section 1, Shareholder makes no
express or implied representation or warranty, whether with respect
to Shareholder, the Subject Shares or any other matters.
2. Representations and
Warranties of Parent . Parent hereby represents and warrants to
Shareholder, as of the date hereof and as of the Effective Time, as
follows:
(a) Authority . Parent
has all requisite corporate power and authority to execute and
deliver this Agreement, to perform Parent’s obligations
hereunder and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement by Parent, and the
consummation of the transactions contemplated hereby, have been
duly authorized by all necessary corporate action on the part of
Parent and no other corporate proceedings on the part of Parent are
necessary to approve this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly
executed and delivered by Parent and constitutes a valid and
binding obligation of Parent enforceable against Parent in
accordance with its terms, except as the same may be limited by or
subject to bankruptcy, insolvency, reorganization, moratorium or
similar laws, as now or hereafter in effect, relating to
creditors’ rights generally and general principles of equity,
regardless of whether such enforceability is considered in a
proceeding at law or in equity.
(b) No Conflict . The
execution and delivery or performance of this Agreement by Parent
do not, and the consummation of the transactions contemplated
hereby and compliance with the terms hereof by Parent will not
(i) require any filing with, permit authorization, consent or
approval of, any Governmental Entity (except where the failure to
obtain such permits, authorizations, consents or approvals or to
make such filings would not materially impair the ability of Parent
to consummate the transactions contemplated hereby),
(ii) conflict with, or result in any violation or breach of,
or default (with or without notice or lapse of time or both) under,
or give rise to a right of, or result in, termination, cancellation
or acceleration of any obligation or the loss of a material benefit
under, or to increased, additional, accelerated or guaranteed
rights or entitlements of any person under, or result in the
creation of any lien in or upon any of the properties or assets of
Parent under, the charter, by-laws or other organizational
documents of Parent, any trust agreement, loan or credit agreement,
bond, debenture, note, mortgage, indenture, lease or other
contract, commitment, agreement, instrument, arrangement,
understanding, obligation, undertaking, permit, concession,
franchise, license, judgment, order, notice, decree, statute, law,
ordinance, rule or regulation applicable to Parent or to
Parent’s property or assets, except for any such conflicts,
violations, breaches, defaults, rights, losses, entitlements or
liens that would not, individually or in the aggregate, reasonably
be
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expected
to prevent or materially delay Parent’s or Merger Sub’s
performance of their obligations under this Agreement.
3. Covenants .
(a) Until the termination of
this Agreement in accordance with Section 7, Shareholder
agrees as follows:
(i) At any meeting of shareholders of
the Company called to vote upon the Merger and the Merger Agreement
or at any adjournment thereof, or in any other circumstances upon
which a vote, consent or other approval (including by written
consent) with respect to the Merger and the Merger Agreement is
sought, Shareholder shall, including by executing a written consent
or otherwise participating in a written consent solicitation if
requested by Parent, vote (or cause to be voted) the Subject Shares
in favor of the Merger, the approval of the Merger Agreement and
each of the other transactions contemplated by the Merger
Agreement. The obligation set forth in this Section 3(a)(i)
shall c
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