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Exhibit 99.1
Execution Version
VOTING AGREEMENT
This VOTING AGREEMENT (this "
Agreement ") is entered into as of December 15, 2006 by
and among (i) M2M Holdings, Inc., a Delaware corporation ("
Parent "); and (ii) the stockholders of KNOVA Software,
Inc. (the " Company ") listed on the signature pages hereto
(collectively, the " Stockholders " and each individually, a
" Stockholder "). Capitalized terms used and not otherwise
defined herein shall have the respective meanings assigned to them
in the Merger Agreement referred to below.
RECITALS :
A. As of the date hereof, the
Stockholders collectively own of record and beneficially shares of
capital stock of the Company, as set forth on
Schedule I hereto (such shares, or any other voting or
equity of securities of the Company hereafter acquired by any
Stockholder prior to the termination of this Agreement, being
referred to herein collectively as the " Shares ").
B. 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, Magic Software
Acquisition Corp. (" Merger Sub ") will be merged with and
into the Company, and the Company will be the surviving corporation
(the " Merger ").
C. 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 agree, to vote in favor of adopting the Merger Agreement
and approving the Merger, upon the terms and subject to the
conditions set forth herein.
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:
1. Voting of Shares .
1.1. Voting . Each
Stockholder covenants and agrees that until the termination of this
Agreement in accordance with the terms hereof, at the Company
Stockholders’ Meeting (including any adjournment or
postponement thereof) or any other meeting of the stockholders of
the Company, however called, and in any action by written consent
of the stockholders of the Company, such Stockholder shall vote, or
cause to be voted (or exercise his, her or its right of consent
with respect to) all of his, her or its respective Shares:
(a) in favor of the approval and
adoption of the Merger Agreement and the approval of the Merger
contemplated by the Merger Agreement, as the Merger Agreement may
be modified or amended from time to time; and
Voting Agreement — Page 2
(b) against (i) any other
Acquisition Proposal; or (ii) any action or agreement,
including any proposed amendment of the Company’s certificate
of incorporation or bylaws or other proposal or transaction
involving the Company or any of its Subsidiaries which action,
agreement, amendment or other proposal or transaction is intended
by the Stockholders to, in any manner impede, interfere with,
delay, or attempt to frustrate, prevent or nullify the Merger, the
Merger Agreement or any of the other transactions contemplated by
the Merger Agreement including, without limitation, any action or
agreement that would result in a breach in any material respect of
any covenant, representation, warranty or any other obligation or
agreement of the Company under the Merger Agreement (each of the
foregoing in clause (i) or (ii) above, a " Competing
Transaction ").
1.2. Grant of Proxy . Other
than pursuant to the terms of this Agreement or the Merger
Agreement, each Stockholder hereby irrevocably grants to, and
appoints, Parent, and any individual designated in writing by it,
and each of them individually, as its proxy and attorney-in-fact
(with full power of substitution), for and in its name, place and
stead, to vote his, her or its Shares at any meeting of the
stockholders of the Company called with respect to any of the
matters specified in, and in accordance and consistent with this
Section 1. 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. Each
Stockholder hereby affirms that the irrevocable proxy set forth in
this Section 1.2 is given in connection with the execution of
the Merger Agreement, and that such irrevocable 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 affirms that the irrevocable proxy is coupled
with an interest and may under no circumstances be revoked.
Notwithstanding any other provisions of this Agreement, the
irrevocable proxy granted hereunder shall automatically terminate
upon the termination of this Agreement.
2. Transfer of Shares . Each Stockholder covenants and
agrees that such Stockholder will not directly or indirectly,
(a) 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,
(b) deposit any of the Shares into a voting trust or enter
into a voting agreement or arrangement with respect to the Shares
or grant any proxy or power of attorney with respect thereto which
is inconsistent with this Agreement or (c) enter into any
contract, option or other arrangement or undertaking with respect
to the direct or indirect sale, assignment, transfer (including by
merger, testamentary disposition, interspousal disposition pursuant
to a domestic relations proceeding or otherwise by operation of
law) or other disposition of any Shares.
3. Representations and Warranties of the Stockholders .
Each Stockholder on his, her or its own behalf hereby severally
represents and warrants to Parent with respect to itself and its,
his or her ownership of the Shares as follows:
3.1. Ownership of Shares .
On the date hereof, the Shares are owned beneficially by such
Stockholder or its nominee, and the Shares represent all of the
shares of Company Common Stock owned (beneficially or of record) by
such Stockholder. Such Stockholder has sole voting power, without
restrictions, with respect to all of the Shares. The Shares are
free and clear of all
Voting Agreement — Page 3
liens, pledges, security interests, claims, options, rights of
first refusal and any other similar restrictions.
3.2. Power, Binding
Agreement . Such Stockholder has (and will have) the legal
capacity, power and authority to enter into and perform all of its
obligations under this Agreement. The execution, delivery and
performance of this Agreement by such Stockholder will not violate
any agreement to which such Stockholder is a party, including,
without limitation, any voting agreement, stockholders’
agreement, partnership agreement or voting trust. This Agreement
has been duly and validly executed and delivered by such
Stockholder and constitutes a valid and binding obligation of such
Stockholder, enforceable against such Stockholder in accordance
with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors’ rights and remedies generally and
subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law
or in equity).
3.3. No Conflicts . The
execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated hereby will not,
conflict with or result in any violation of, or default (with or
without notice or lapse of time, or both) under, or give rise to a
right of termination, cancellation or acceleration of any
obligation or to loss of a material benefit under, any provision of
any loan or credit agreement, note, bond, mortgage, indenture,
lease, or other agreement, instrument, permit, concession,
franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to such Stockholder or any
of its properties or assets, other than such conflicts, violations
or defaults or terminations, cancellations or accelerations which
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