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Exhibit 2.2
VOTING AGREEMENT
This Voting Agreement (" Agreement ") is made and entered
into as of December 10, 2006, by and among Trimble Navigation
Limited, a California corporation (" Acquirer "), Roadrunner
Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Acquirer (" Merger Sub "), and the undersigned
stockholder (the " Stockholder ") of @Road, Inc., a Delaware
corporation (the " Company "). Certain capitalized
terms used in this Agreement are defined in Section 6 hereof and
certain other capitalized terms used in this Agreement that are not
defined herein shall have the meaning given to such terms in the
Merger Agreement (as defined below).
RECITALS
WHEREAS , Stockholder is the holder of record and the
"beneficial owner" (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934) of certain common stock of the
Company;
WHEREAS , concurrently with the execution and delivery of
this Agreement, Acquirer, Merger Sub and the Company are entering
into an Agreement and Plan of Merger (the " Merger Agreement
") which provides, upon the terms and subject to the conditions set
forth therein, for the merger of Merger Sub with and into the
Company (the " Merger "); and
WHEREAS , as a condition and inducement to
Acquirer’s willingness to enter into the Merger Agreement,
the Stockholder has agreed to execute and deliver this
Agreement.
AGREEMENT
NOW, THEREFORE , the parties to this Agreement, intending to be
legally bound, agree as follows:
1.
Agreement to Vote Shares . Prior to the
Termination Date, at every meeting of the stockholders of the
Company (or of the holders of any class of stock of the
Company’s capital stock) called with respect to any of the
following, and at every adjournment or postponement thereof, with
respect to any of the following, the Stockholder shall vote with
respect to the Subject Securities: (a) in favor of
adoption of the Merger Agreement and approval of the Merger and the
other actions contemplated by the Merger Agreement or would
reasonably be expected to facilitate the Merger Agreement, the
Merger and the other actions and transactions contemplated by the
Merger Agreement, this Agreement or the Proxy (the " Merger
Proposals "), (b) against any proposal for any Acquisition
Transaction between the Company and any Person other than Acquirer
or Merger Sub, and (c) against any other action, agreement or
proposal that could reasonably be expected to result in a breach of
any covenant, representation or warranty or any other obligation or
agreement of the Company under the Merger Agreement or the related
transactions or which could reasonably be expected to result in any
of the conditions to the consummation of the Merger under the
Merger Agreement not being fulfilled or which could reasonably be
expected to otherwise impede, interfere with, delay, postpone or
materially adversely affect the Merger or the other transactions
contemplated by the Merger Agreement.
2.
Irrevocable Proxy . Concurrently with
the execution of this Agreement, the Stockholder agrees to deliver
to Acquirer a proxy in the form attached hereto as Exhibit A
(the " Proxy "), which is coupled with an interest and shall
be irrevocable to the fullest extent permitted by law, with respect
to the shares referred to therein, which Proxy shall remain in
effect until the Termination Date.
3.
Agreement to Retain Shares .
(a)
Restriction on Transfer . Except
pursuant to the terms of the Merger Agreement or otherwise provided
in Section 3(c) of this Agreement, during the period from the date
of this Agreement through the Termination Date, the Stockholder
shall not, directly or indirectly, cause or permit any Transfer of
any of the Subject Securities to be effected. Any Transfer of
any Subject Securities in violation of this Section 3 shall be void
and have no force or effect.
(b)
Restriction on Transfer of Voting
Rights. During the period from the date of this
Agreement through the Termination Date, the Stockholder shall
not: (a) grant any proxy or power of attorney, deposit any of
the Subject Securities into a voting trust or enter into a voting
agreement or similar arrangement with respect to the Subject
Securities except as provided in this Agreement; or (b) take any
other action that would make any representation or warranty of the
Stockholder contained herein untrue or incorrect or have the effect
of preventing or disabling the Stockholder from performing its
obligations under this Agreement or the Transaction
Documents.
(c)
Permitted Transfers . Section 3(a)
shall not prohibit a Transfer of Company Capital Stock by the
Stockholder upon the death of the Stockholder; provided,
however , that a Transfer referred to in this sentence shall be
permitted only if, as a precondition to such Transfer, the
transferee (i) agrees in a writing, reasonably satisfactory in form
and substance to Acquirer, to be bound by the terms of this
Agreement and refrain from any and all Transfers of the Subject
Securities, and (ii) delivers a Proxy to Acquirer in substantially
the form of Exhibit A . In addition, Section 3(a)
shall not prohibit a Transfer of Company Capital Stock by the
Stockholder pursuant to the terms of a trading plan adopted
pursuant to Rule 1065-1 under the Exchange Act in effect prior to
the date hereof.
4.
Representations, Warranties and Covenants of
Stockholder . The Stockholder hereby represents and
warrants to Acquirer as follows:
(a)
Due Authorization, Etc . All
consents, approvals, authorizations, filings and orders necessary
for the execution and delivery by the Stockholder of this Agreement
and the Proxy have been obtained or made, and the Stockholder has
legal capacity, power and authority to enter into this Agreement
and the Proxy. This Agreement and the Proxy have been duly
and validly executed and delivered by the Stockholder and
constitute valid and binding agreements or instruments of the
Stockholder enforceable in accordance with their terms, except as
the same may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws now or hereafter in effect relating to
creditors’ rights generally and subject to general principles
of equity.
2
(b)
No Conflict . The execution and
delivery of this Agreement and the Proxy by the Stockholder do not,
and the performance of this Agreement and the Proxy by the
Stockholder will not conflict with, violate or result in a breach
of or constitute (with or without notice or the passage of time) a
default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under (i) the
organizational documents of the Stockholder, if any, (ii) any law,
rule, regulation, order, decree or judgment applicable to the
Stockholder, the Subject Securities held by the Stockholder or any
of the Stockholder’s other properties or assets or (iii) any
contract, indenture, guarantee, lease, mortgage, license or other
agreement, instrument, obligation or undertaking of any kind to
which Stockholder is a party or by which the Stockholder or any of
its properties or assets are bound.
(c)
Title to Securities . As of the date
of this Agreement: (a) the Stockholder holds of record the
outstanding Company Common Stock set forth under the heading "Stock
Held of Record" on the signature page hereof; (b) the Stockholder
holds the options and other rights to acquire shares of Company
Common Stock set forth under the heading "Options and Other Rights"
on the signature page hereof; (c) the Stockholder Owns the
additional securities of the Company set forth under the heading
"Additional Securities Beneficially Owned" on the signature page
hereof; and (d) the Stockholder does not directly or indirectly Own
any capital stock or other securities of the Company, or any
option, warrant or other right to acquire (by purchase, conversion
or otherwise) any capital stock or other securities of the Company,
other than the stock and options, warrants and other rights set
forth on the signature page hereof. The Stockholder has
voting power and power to issue instructions with respect to the
matters set forth herein, power of disposition, power of
conversion, power to demand appraisal rights and power to agree to
all of the matters set forth in this Agreement, in each case with
respect to all of the Subject Securities with no limitations,
qualifications or restrictions on such rights. Except as
permitted by this Agreement the Subject Securities are now and, at
all times during the term hereof, the Subject Securities will be,
held by the Stockholder or by a nominee or custodian for the
benefit of the Stockholder, free and clear of all mortgages,
claims, charges, liens, security interests, pledges or options,
proxies, voting trusts or agreements, understandings or
arrangements or any other rights whatsoever.
(d)
Community Property. The Stockholder
either (i) is not, and will not be during the term of this
Agreement, subject to community property laws or (ii) has delivered
a Community Property Waiver in the form of Exhibit B hereto
with respect to each person who has or who may acquire community
property rights in any of the Subject Securities.
(e)
Reliance by Acquirer. The
Stockholder understands and acknowledges that Acquirer is entering
into the Merger Agreement in reliance upon the Stockholder’s
execution and delivery of this Agreement.
(f)
Stop Transfer. The Stockholder
hereby agrees and covenants that it will not request that the
Company register the transfer of any certificate or uncertificated
interest representing any of the Subject Securities, unless such
transfer is made in compliance with this Agreement. In the
event of a stock dividend or distribution, or any change in the
Common Stock b
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