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EXHIBIT 2.2
Exhibit A
VOTING AGREEMENT
VOTING AGREEMENT, dated as of April 24, 2006 (this "Agreement"),
among the
stockholders listed on the signature page(s) hereto (collectively,
the
"Stockholders" and each individually, a "Stockholder"), Manugistics
Group, Inc.,
a Delaware corporation (the "Company") and JDA Software Group,
Inc., a Delaware
corporation (the "Parent"). Capitalized terms used and not
otherwise defined
herein shall have the respective meanings assigned to them in the
Merger
Agreement referred to below.
WHEREAS, as of the date hereof, the Stockholders own of record
and
beneficially (within the meaning of Rule 13d-3 of the Exchange Act)
the shares
of capital stock of the Company set forth on Schedule A hereto (the
"Shares");.
WHEREAS, concurrently with the execution of this Agreement, Parent
and the
Company are entering into an Agreement and Plan of Merger, dated as
of the date
hereof (the "Merger Agreement"), pursuant to which, upon the terms
and subject
to the conditions thereof, a subsidiary of Parent will be merged
with and into
the Company, and the Company will be the surviving corporation (the
"Merger");
and
WHEREAS, as a condition to the willingness of Parent to enter into
the
Merger Agreement, Parent has required that the Stockholders agree,
and in order
to induce Parent to enter into the Merger Agreement the
Stockholders are
willing, 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 hereby agree, severally and not jointly, as follows:
Section 1. Agreement to Vote Shares.
(a) Each Stockholder covenants and agrees that until the
termination
of this Agreement in accordance with the terms hereof, such
Stockholder shall
(a) when a meeting of the Company's stockholders is held, appear at
such meeting
(in person or by proxy) or otherwise cause all Shares and any New
Shares (as
defined below) to be counted as present thereat for the purpose of
establishing
a quorum and (b) vote (or cause to be voted) the Shares and any New
Shares (i)
in favor of adoption of the Merger Agreement and approval of the
transactions
contemplated thereby; (ii) against the approval of any proposal
made in
opposition to or in competition with the consummation of the Merger
and the
Merger Agreement, (iii) against any proposal that would reasonably
lead to or
result in the conditions of Parent's or Merger Sub's obligations
under the
Merger Agreement not being fulfilled; (iv) against any Takeover
Proposal from
any party other than Parent or an affiliate of Parent; and (v)
against the
election of a group of individuals to replace a majority or more of
the
individuals presently on the Board of Directors of the Company
(each item set
forth in the foregoing clauses (i) through (v), a "Proposed
Matter") at every
meeting of stockholders of Company called with respect to any
Proposed Matter
(and at every postponement or adjournment thereof). Prior to the
termination of
this Agreement, each Stockholder covenants and agrees not to enter
into any
agreement or
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understanding with any person to vote or give instructions in any
manner
inconsistent with the terms of this Agreement. The provisions of
this Section 1
shall apply to all Shares and New Shares owned by each Stockholder
as of the
record date for the vote on any Proposed Matter.
(b) Each Stockholder further agrees that, until the termination
of
this Agreement, (Y) such Stockholder will not, and will not permit
any entity
under such Stockholder's control to, (A) solicit proxies or become
a
"participant" in a "solicitation" (as such terms are defined in
Rule 14A under
the Exchange Act) with respect to an Opposing Proposal (as defined
below), (B)
initiate a stockholders' vote with respect to an Opposing Proposal
or (C) become
a member of a "group" (as such term is used in Section 13(d) of the
Exchange
Act) with respect to any voting securities of the Company with
respect to an
Opposing Proposal. For the purposes of this Agreement, an "Opposing
Proposal"
means any action or proposal described in clauses (ii) through (iv)
of Section
1.
(c) New Shares shall be subject to the terms and conditions of
this
Agreement to the same extent as if they constituted Shares. "New
Shares" means:
(i) any shares of capital stock or voting securities of the
Company that Stockholder purchases or with respect to which
Stockholder
otherwise acquires beneficial ownership (whether through the
exercise of any
options, warrants or other rights to purchase shares of Company
Common Stock or
otherwise) after the date of this Agreement and prior to the
termination of this
Agreement; and
(ii) any shares of capital stock or voting securities of the
Company that Stockholder becomes the beneficial owner of as a
result of any
change in Company Common Stock by reason of a stock dividend, stock
split,
split-up, recapitalization, reorganization, business combination,
consolidation,
exchange of shares, or any similar transaction or other change in
the capital
structure of the Company affecting Company Common Stock.
Section 2. Irrevocable Proxy. Each Stockholder has delivered to
Parent a
duly executed proxy in the form attached hereto as Exhibit A (the
"Proxy"), such
Proxy covering the issued and outstanding Shares and all issued and
outstanding
New Shares in respect of which such Stockholder is the record
holder and is
entitled to vote at each meeting of the stockholders of the Company
(including,
without limitation, each written consent in lieu of a meeting)
prior to the
termination of this Agreement. Upon the execution of this Agreement
by such
Stockholder, such Stockholder hereby revokes any and all prior
proxies or powers
of attorney given by such Stockholder with respect to voting of the
Shares on
the matters referred to in Section 1 and agrees not to grant any
subsequent
proxies or powers of attorney with respect to the voting of the
Shares on the
matters referred to in Section 1 until after the Expiration Date.
Each
Stockholder understands and acknowledges that Parent is entering
into the Merger
Agreement in reliance upon the Stockholder's execution and delivery
of this
Agreement and the Proxy. Each Stockholder hereby affirms that the
Proxy is given
in connection with the execution of the Merger Agreement, and that
such Proxy is
given to secure the performance of the duties of such Stockholder
under this
Agreement. Except as otherwise provided for herein, each
Stockholder hereby (i)
affirms that the Proxy is coupled with an interest and may under
no
circumstances be revoked prior to the Expiration Date, (ii)
ratifies and
confirms all that the Proxies appointed hereunder may lawfully do
or cause to be
done by virtue hereof, and (iii) affirms that such Proxy
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is executed and intended to be irrevocable to the extent permitted
by the
provisions of Section 212 of the Delaware General Corporation Law.
The power of
attorney granted by each Stockholder herein is a durable power of
attorney and
shall survive the dissolution, bankruptcy, death or incapacity of
such
Stockholder. Notwithstanding any other provisions of this
Agreement, the Proxy
granted hereunder shall automatically terminate upon the
termination of this
Agreement.
Section 3. Transfer of Shares.
(a) Until this Agreement is terminated, each Stockholder covenants
and
agrees that such Stockholder will not directly or indirectly (i)
sell, assign,
transfer (including by merger, testamentary disposition,
interspousal
disposition pursuant to a domestic relations proceeding or
otherwise by
operation of law), pledge, encumber or otherwise dispose of any of
the Shares or
New Shares, (ii) deposit any of the Shares or New Shares into a
voting trust or
enter into a voting agreement or arrangement with respect to the
Shares or New
Shares or grant any proxy or power of attorney with respect thereto
that is
inconsistent with this Agreement or (iii) enter into any contract,
option,
agreement, commitment, understanding or other arrangement or
undertaking with
respect to the direct or indirect sale, assignment, transfer,
pledge,
encumbrance or other disposition of any Shares or New Shares (each,
a
"Transfer"). Any Transfer or purported Transfer of share of Company
Common Stock
in violation of the foregoing restricts shall be null and void.
(b) Each Stockholder agrees to submit to the Company
contemporaneously
with or promptly following execution of this Agreement all
certificates
representing the Shares and upon delivery of such certificates
representing the
New Shares, as soon as possible thereafter, so that the Company may
place
thereon a legend referring to the transfer restrictions set forth
in this
Agreement.
(c) Permitted Transfers. Section 3(a) shall not prohibit a transfer
of
Shares or New Shares by a Stockholder (i) upon the death of such
Stockholder,
interspousal disposition, (ii) for tax or estate planning or
charitable gift or
if such Stockholder is a partnership or limited liability company,
to one or
more partners or members of such Stockholder to an affiliated
corporation under
common control with such Stockholder; provided, however, that a
transfer
referred to in this Section 3(c) shall be permitted only if, as a
precondition
to such transfer, the transferee agrees in a writing, reasonably
satisfactory in
form and substance to Parent, to be bound by the terms of this
Agreement and
delivers a Proxy to Parent in substantially the form of the Proxy
attached
hereto.
Section 4. Representations and Warranties of the Stockholders.
Each
Stockholder on his or her own behalf hereby severally represents
and warrants to
Parent with respect to such Stockholder and such Stockholder's
ownership of the
Shares as follows:
(a) Ownership of Shares. The Stockholder beneficially owns all of
the
Shares and rights to Shares as set forth on Schedule A hereto and
has good and
marketable title to such Shares, free and clear of any claims,
liens, options,
charges, proxies, voting trusts, agreements, rights,
understandings,
arrangements, encumbrances or security interests. The Stockholder
owns no shares
of Company Common Stock other than the Shares as set forth on
Schedule A hereto.
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The Stockholder and/or its affiliates have sole voting power,
without
restrictions, with respect to all of the Shares. The Stockholder's
principal
residence or place of business is accurately set forth on the
Stockholder's
signature page hereto.
(b) Power, Binding Agreement. The Stockholder has the legal
capacity
and all requisite power and authority to enter into and perform all
of his or
her obligations under this Agreement. This Agreement has been duly
and validly
executed and delivered by the Stockholder and constitutes a valid
and binding
obligation of the Stockholder, enforceable against the Stockholder
in accordance
with its terms.
(c) No Conflicts. The execution and delivery of this Agreement do
not,
