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Exhibit 10.2
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “
Agreement ”) is
made and entered into as of May 16, 2007 by and between Acxiom
Corporation, a Delaware corporation (the “
Company ”), and
the undersigned stockholder (“ Stockholder ”) in 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 respective
meanings given to such terms in the Merger Agreement (as defined
below).
W I T N E S S E T H:
WHEREAS, Stockholder is the holder of record and/or
the “beneficial owner” (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of Company Common Stock;
WHEREAS, concurrently with the execution and
delivery of this Agreement, the Company and Axio Holdings LLC, a
Delaware limited liability company (“ Newco ”), and Axio Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of
Newco (“ Merger Sub
”), are entering into an Agreement and Plan of
Merger (the “ Merger
Agreement ”) pursuant to which
Merger Sub will be merged with and into the Company (the
“ Merger ”) and all of the outstanding Company Common Stock will
be cancelled and converted into the right to receive the merger
consideration set forth therein, all upon the terms and subject to
the conditions set forth therein; and
WHEREAS, as a condition and inducement to the
Company’s willingness to enter into the Merger Agreement,
Stockholder has agreed to execute and deliver this
Agreement;
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing
premises, as well as other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and
accepted, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:
1.
Agreement to Vote Subject Securities
. From the period commencing with the execution and
delivery of this Agreement and continuing until the Termination
Date, at every meeting of the stockholders of the Company 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 the Company with respect to any of
the following, Stockholder shall vote or cause to be voted the
Subject Securities:
(a)
unless the Company Board has recommended (and
continues to recommend) that the holders of Company Common Stock
vote in favor of a Superior Proposal or the Company Board or the
Special Committee has effected a Recommendation Change, in favor of
the adoption and approval of (i) the Merger Agreement,
(ii) the Merger, and (iii) any other transaction or
matter contemplated by the Merger Agreement or that would
reasonably be expected to facilitate the Merger that is submitted
for a vote of the stockholders of the Company;
(b)
in the event that the Company receives a Superior
Proposal prior to obtaining the Requisite Stockholder Approval in
connection with the Merger Agreement and the Merger, in favor of
such Superior Proposal if recommended to the holders of the Company
Common Stock by action of the Company Board, the Special Committee
or any other duly constituted committee of the Company Board
(“ Board Action
”) and, as recommended by Board Action, any
other matter with respect to such Superior Proposal that is
submitted for a vote of the stockholders of the Company;
and
(c)
unless the Company Board has recommended (and
continues to recommend) that the holders of Company Common Stock
vote in favor of a Superior Proposal or the Company Board or the
Special Committee has effected a Recommendation Change, against any
other action or agreement 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 which would
result in any of the conditions to the consummation of the Merger
under the Merger Agreement not being fulfilled or which would
reasonably be expected to prevent, impede, frustrate, interfere
with, delay, postpone or adversely affect the Merger and the other
transactions contemplated by the Merger Agreement.
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2.
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Agreement to Retain Subject Securities
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(a)
Restriction on Transfer . From the period commencing with the execution and delivery of
this Agreement and continuing until the earlier of (i) December 28,
2007, or (ii) the Termination Date, Stockholder shall not, directly
or indirectly, cause or permit any Transfer of any of the Subject
Securities to be effected.
(b)
Restriction on Transfer of Voting
Rights . During the period from the date
of this Agreement through the Termination Date, Stockholder shall
ensure that, without the Company’s prior written consent,
(i) none of the Subject Securities is deposited into a voting
trust, and (ii) no proxy is granted, and no voting agreement
or similar agreement is entered into, with respect to any of the
Subject Securities.
3.
Representations, Warranties and Covenants of the
Stockholders . Stockholder hereby
represents and warrants to the Company as follows:
(a)
Authorization . All
consents, approvals, authorizations and orders necessary for the
execution and delivery by Stockholder of this Agreement have been
obtained, and Stockholder has all legal capacity, full right, power
and authority to enter into this Agreement, and perform
Stockholder’s obligations hereunder. This Agreement has been
duly executed and delivered by Stockholder and constitute valid and
binding agreements of Stockholder, each enforceable in accordance
with its 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.
(b)
No Conflict . The
execution and delivery of this Agreement by Stockholder does not,
and the performance by Stockholder of its obligations under this
Agreement will not, (i) conflict with or violate any Law that
is applicable to the Subject Securities held by Stockholder, or
(ii) result in, give rise to or constitute a violation or
breach of
or a default (or any event which with notice or
lapse of time or both would become a violation, breach or default)
under any of the terms of any understanding, agreement or other
instrument or obligation to which Stockholder is a party or by
which Stockholder or any of the Subject Securities is or may be
bound.
(c)
Title to Securities .
As of the date of this Agreement, (i) Stockholder holds of
record (free and clear of any encumbrances or restrictions of any
kind) the number of outstanding shares of
Company Common Stock set forth under the headings “Shares
Held of Record” on the signature page hereof, with the full
power to vote or direct the voting of such shares,
(ii) Stockholder Owns the number of outstanding shares of
Company Common Stock set forth under the heading “Additional
Securities Beneficially Owned” on the signature page hereof,
with the full power to vote or direct the voting of such
securities, and (iii) Stockholder and its Affiliates do not
directly or indirectly Own any shares of capital stock or other
securities of the Company, or any option, warrant or other right to
acquire (by purchase, conversion or otherwise) any shares of
capital stock or other securities of the Company, other than the
shares and options, warrants and other rights set forth on the
signature page hereof.
(d)
Reliance by the Company . Stockholder understands and acknowledges that the Company is
entering into the Me
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