Exhibit 99.1
STOCKHOLDERS VOTING AGREEMENT
THIS STOCKHOLDERS VOTING AGREEMENT (this “ Agreement
”) is made and entered into as of the __ day of January,
2005, among Renaissance Learning, Inc., a Wisconsin corporation
(“ Parent ”), RLI Acquisition Corp., Inc., a
Delaware corporation and a wholly owned subsidiary of Parent
(“ Merger Sub ”), and the undersigned
stockholder (the “ Stockholder ”) of AlphaSmart,
Inc., a Delaware corporation (the “ Company
”).
WHEREAS, as of the date hereof, Stockholder owns, or has the sole
power to direct the voting of, the number of Shares (as defined
below) set forth opposite such Stockholder’s name on
Exhibit A hereto;
WHEREAS, Parent, Merger Sub, the Company and RLI Acquisition Sub,
LLC, a Delaware limited liability company and wholly owned
subsidiary of Parent (“LLC”), propose to enter into,
simultaneously herewith, an Agreement and Plan of Merger and
Reorganization (the “ Merger Agreement ”; terms
used but not defined in this Agreement shall have the meanings
ascribed to them in the Merger Agreement), providing for the merger
of Merger Sub with and into the Company (the “ Step One
Merger ”) and the merger of the Company, as the surviving
corporation of the Step One Merger, with and into LLC (the “
Step Two Merger ,” and together with the Step One
Merger, the “ Mergers ”), with the LLC being the
ultimate surviving entity in the Mergers;
WHEREAS, Stockholder is entering into this Agreement as a material
inducement and consideration to each of Parent and Merger Sub to
enter into the Merger Agreement; and
WHEREAS, concurrently with the execution of this Agreement, certain
other stockholders of the Company are entering into similar
stockholders voting agreements.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein and in the Merger
Agreement, and intending to be legally bound hereby, Stockholder
hereby agrees as follows:
1.
Grant of Proxy/Voting Agreement . Stockholder, by this
Agreement, with respect to his or its Shares, hereby grants an
irrevocable proxy to Parent (and agrees to execute such documents
or certificates evidencing such proxy as Parent may reasonably
request) to vote, at any meeting of the stockholders of the Company
or in any action taken by the stockholders of the Company without a
meeting, all of such Stockholder’s Shares (a) in favor of the
approval and adoption of the Merger Agreement and approval of the
Mergers and all other transactions contemplated by the Merger
Agreement and this Agreement, and (b) against any action, agreement
or transaction (other than the Merger Agreement or the transactions
contemplated thereby) or proposal (including any Competing
Proposal) that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement or that could result in any
of the conditions to the Company’s obligations under the
Merger Agreement not being fulfilled. Stockholder further
agrees to cause such Stockholder’s Shares to be voted in
accordance with the foregoing. This proxy is coupled with an
interest and, until the Expiration Date (as defined below) is
irrevocable. Upon the execution of this Agreement by
Stockholder, Stockholder hereby revokes any and all other proxies
(other than the proxy granted herein) given by such Stockholder
with respect to the subject matter hereof. Stockholder
acknowledges receipt and review of a copy of the Merger Agreement.
For purposes of this Agreement, “ Shares ”
shall mean all shares of common stock, par value $.0001 per share
(“ Company Common Stock ”), of the Company, as
set forth opposite such Stockholder’s name on Exhibit A, and
any and all other shares of Company Common Stock acquired by
Stockholder or over which Stockholder has sole voting power after
the date hereof and prior to the Effective Time.
2.
Transfer of Shares . Stockholder agrees that except
for Permitted Transfers, he or it shall not, directly or
indirectly, during the period from the date of this Agreement
through the Expiration Date, (a) sell, assign, transfer
(including by operation of law), lien, pledge, dispose of or
otherwise encumber any of the Shares or otherwise agree to do any
of the foregoing except pursuant to the Merger Agreement or
pursuant to the transactions contemplated therein, (b) deposit
any Shares into a voting trust or enter into a voting agreement or
arrangement or grant any proxy or power of attorney with respect
thereto that is inconsistent with this Agreement, (c) enter
into any contract, option or other arrangement or undertaking with
respect to the direct or indirect acquisition or sale, assignment,
transfer (including by operation of law) or other disposition of
any Shares, or (d) take any action that would make any
representation or warranty of such Stockholder herein untrue or
incorrect in any material respect or have the effect of preventing
or disabling the Stockholder from performing his or its obligations
hereunder. Notwithstanding the foregoing, Stockholder may
transfer Shares held by him or it (i) as a bona fide gift or
gifts, provided that the donee or donees thereof
agree to be bound in writing by the terms and conditions of this
Agreement and there shall be no further transfer of such Shares
except in accordance with this Agreement, or (ii) to any trust, or
limited partnership, for the direct or indirect benefit of
Stockholder or the immediate family of Stockholder, provided
that the trustee of the trust, or the general partner of the
limited partnership, as applicable, agrees to be bound in writing
by the terms and conditions of this Agreement and there shall be no
further transfer of such Shares except in accordance with this
Agreement (each, a “ Permitted Transfer ”).
For purposes of this Agreement, “immediate
family” shall mean any relationship by blood, marriage or
adoption, not more remote than first cousin. In addition,
notwithstanding the foregoing, if a Stockholder is a corporation,
partnership or other entity (collectively referred to as an
“Entity”), a Permitted Transfer shall include a
transfer of the Shares to any (A) wholly-owned subsidiary of such
Entity, (B) parent company of such Entity, or (C) member, general
partner or limited partner of such Entity; provided ,
however , that in any such case, it shall be a condition to
the transfer that the transferee execute an agreement stating that
the transferee is receiving and holding such Shares subject to the
terms and conditions of this Agreement and there shall be no
further transfer of such Shares except in accordance with this
Agreement.
3.
Information for Proxy Statement; Disclosure .
Stockholder represents and warrants to Parent and Merger Sub
that none of the information relating to such Stockholder and his
or its affiliates provided in writing directly by such Stockholder
or his or its affiliates for inclusion in the Registration
Statement in his, hers, or its capacity as a stockholder of the
Company, and the Proxy Statement/Prospectus included therein, will,
at the respective times the Registration Statement is declared
effective and the Proxy Statement/Prospectus is first mailed to
stockholders of the Company and at the time of the Seller
Stockholders’ Meeting contain any untrue statement of
material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made,
not misleading. Stockholder authorizes and agrees to permit
the Company, Parent and Merger Sub to publish and disclose in the
Registration Statement, the Proxy Statement/Prospectus, and related
filings under the securities laws such Stockholder’s identity
and
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