Exhibit 2.2
VOTING AGREEMENT
This Voting Agreement (this
“Agreement”) is made as of January 25, 2006, by
and among the undersigned holder of stock of Accent Optical
Technologies, Inc. (the “Holder”), Nanometrics
Incorporated, a California corporation (“Nanometrics”)
and Accent Optical Technologies, Inc., a Delaware Corporation
(“Accent”).
In order to induce Accent to
negotiate and enter into an agreement for the sale of Accent,
Holder and Accent agree as follows:
Section 1 Definition of
Merger
For purposes of this Agreement, the
term “Merger” means the merger of Accent with
Nanometrics or an affiliate of Nanometrics formed for the purpose
of acquiring Accent by merger pursuant to an Agreement and Plan of
Merger and Reorganization by and among, Nanometrics, Accent, a
wholly owned subsidiary of Nanometrics and a representative of the
Accent stockholders (the “Merger Agreement”) that
substantially reflects the terms and conditions and allocation of
merger proceeds set forth in the letter from Accent to Holder dated
January 20, 2006 and the Preliminary Term Sheet attached
thereto.
Section 2 Agreement to
Vote Shares
Holder hereby agrees that at every
meeting of the stockholders of Accent called with respect to any of
the following, and at every adjournment or postponement thereof,
and on every action or approval by written consent of the
stockholders of Accent, Holder shall vote or direct the voting of
all shares of Capital Stock of Accent held or under the control of
Holder or any affiliate of Holder (the “Covered
Shares”):
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in favor of
approval and adoption of the Merger Agreement and the Merger, and
any other action or approval required in furtherance of the
Merger;
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in favor of the
appointment of the Stockholder Agent;
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in favor of the
approval of the escrow agreement related to the Merger;
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in favor of
approval of certain compensation arrangements, if any, pursuant to
Section 280G of the Internal Revenue Code of 1986, as
amended;
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against any
action, approval or agreement that would compete with, impede,
interfere with, or adversely affect the approval of the Merger
Agreement, the Merger or the timely consummation of the
transactions contemplated by the Merger Agreement;
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against any
action, approval or agreement that would result in any material
breach of a representation, warranty, covenant or agreement of
Accent under the Merger Agreement; and
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against any
proposal for any extraordinary corporate transaction, such as a
recapitalization, dissolution, liquidation, or sale of assets of
Accent or any merger, consolidation or other business combination
(other than the Merger) between Accent and any Person (other than
Nanometrics or a Subsidiary of Nanometrics) or any other action or
agreement that is intended or which reasonably could be expected to
impede, interfere with, delay, postpone or materially adversely
affect the Merger and the transactions contemplated by the Merger
Agreement.
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Section 3 Grant of
Proxy
IN FURTHERANCE AND NOT IN LIMITATION
OF THE FOREGOING, IN THE EVENT OF AND TO NEGATE THE EFFECT OF A
BREACH BY A ST
