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Exhibit
99.1
V OTING A
GREEMENT
This VOTING AGREEMENT (this
“ Agreement ”) is entered into as of
December 15, 2007, by and between Turin Networks, Inc., a
Delaware corporation (“ Acquiror ”), and the
undersigned stockholder (“ Stockholder ”) of
Carrier Access Corporation, a Delaware corporation (the “
Company ”). Terms not otherwise defined herein shall
have the respective meanings ascribed to them in the Merger
Agreement (as defined below).
R
ECITALS
A. The execution and delivery
of this Agreement by Stockholder is a material inducement to the
willingness of Acquiror to enter into that certain Agreement and
Plan of Merger, dated as of December 15, 2007 (the “
Merger Agreement ”), by and among Acquiror, RF
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Acquiror (“ Sub ”), and the
Company, pursuant to which Sub will merge with and into the Company
(the “ Merger ”), and the Company will survive
the Merger and become a wholly-owned subsidiary of
Acquiror.
B. Stockholder understands
and acknowledges that the Company and Acquiror are entitled to rely
on (i) the truth and accuracy of Stockholder’s
representations contained herein and (ii) Stockholder’s
performance of the obligations set forth herein.
NOW, THEREFORE, in
consideration of the premises and the covenants and agreements set
forth in the Merger Agreement and in this Agreement, and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Restrictions on
Shares .
(a) Stockholder shall not,
directly or indirectly, transfer (except as may be specifically
required by court order or by operation of law), grant an option
with respect to, sell, exchange, pledge or otherwise dispose of or
encumber the Shares (as such term is defined in
Section 4 below) or any New Shares (as such term is
defined in Section 1(d) below), or make any offer or
enter into any agreement providing for any of the foregoing, at any
time prior to the Expiration Date; provided , however
, that nothing contained herein will be deemed to restrict the
ability of Stockholder to (i) exercise, prior to the
Expiration Date, any Company Options held by Stockholder,
(ii) transfer or otherwise dispose of Shares if, as a
precondition to such transfer, the transferee agrees to be bound by
the terms of this Agreement and, if requested by Acquiror, to
execute a Proxy (as hereinafter defined). As used herein, the term
“ Expiration Date ” shall mean the earlier of
(i) the Effective Time, (ii) the date and time of the
termination of the Merger Agreement in accordance with its terms,
(iii) such date and time designated by Acquiror in a written
notice to Stockholder and (iv) the date and time the Merger
Agreement is amended in any manner adverse to the
Stockholder.
(b) Prior to the Expiration
Date, Stockholder shall not, directly or indirectly, grant any
proxies or powers of attorney with respect to any of the Shares,
deposit any of the Shares into a voting trust, enter into a voting
agreement (other than this Agreement) or similar arrangement or
commitment with respect to any of the Shares.
(c) Stockholder shall not,
directly or indirectly, take any action (other than any action of
the Stockholder, in such Stockholder’s capacity as a director
of the Company, in the exercise of such Stockholder’s
fiduciary duties with respect to an Alternative Transaction
Proposal or Superior
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Proposal in compliance with
the terms of the Merger Agreement) that would make any
representation or warranty contained herein untrue or incorrect or
have the effect of impairing the ability of Stockholder to perform
its obligations under this Agreement.
(d) Any shares of Company
Common Stock or other securities of the Company that Stockholder
purchases or with respect to which Stockholder otherwise acquires
voting rights after the date of this Agreement and prior to the
Expiration Date, including pursuant to the exercise of options or
warrants to purchase Shares (collectively, the “ New
Shares ”) shall be subject to the terms and conditions of
this Agreement to the same extent as if they constituted
Shares.
2. Agreement to Vote
Shares . Prior to the Expiration Date, at every meeting of the
stockholders of the Company called with respect to any of the
following matters, and at every adjournment or postponement
thereof, and on every action or approval by written consent or
resolution of the stockholders of the Company with respect to any
of the following matters, Stockholder shall vote, to the extent not
voted by the person(s) appointed under the Proxy (as defined in
Section 3 below), the Shares and any New Shares in
favor of adoption of the Merger Agreement, and against any
Alternative Transaction Proposal (as such term is defined in
Article I of the Merger Agreement).
3. Irrevocable Proxy .
Concurrently with the execution and delivery of this Agreement,
Stockholder shall deliver to Acquiror a duly executed proxy in the
form attached hereto as Exhibit A (the “ Proxy
”), which proxy is coupled with an interest, and, until the
Expiration Date, shall be irrevocable to the fullest extent
permitted by law, with respect to each and every meeting of
stockholders of the Company or action or approval by written
resolution or consent of stockholders of the Company with respect
to the matters contemplated by Section 2 covering the
total number of Shares and New Shares in respect of which
Stockholder is entitled to vote at any such meeting or in
connection with any such written consent. Upon the execution of
this Agreement by Stockholder, (i) Stockholder hereby revokes
any and all prior proxies (other than the Proxy) given by
Stockholder with respect to the subject matter contemplated by
Section 2 , and (ii) Stockholder shall not grant
any subsequent proxies with respect to such subject matter, or
enter into any agreement or understanding with any Person to vote
or give instructions with respect to the Shares and New Shares in
any manner inconsistent with the terms of Section 2 ,
until after the Expiration Date.
4. Representations,
Warranties and Covenants of Stockholder . Stockholder hereby
represents, warrants and covenants to Acquiror as
follows:
(a) Stockholder is the
beneficial or record owner of, or exercises voting power over, that
number of shares of Company Common Stock set forth on the signature
page hereto (all such shares owned beneficially or of record by
Stockholder, or over which Stockholder exercises voting power, on
the date hereof, collectively, the “ Shares ”).
The Shares constitute Stockholder’s entire interest in the
outstanding shares of Company Common Stock and Stockholder is not
the beneficial or record holder of, and does not exercise voting
power over, any other outstanding shares of capital stock of the
Company. No person not a signatory to this Agreement has a
beneficial interest in or a right to acquire or vote any of the
Shares (other than, (i) if Stockholder is a partnership, the
rights and interest of persons and entities that own partnership
interests in Stockholder under the partnership agreement governing
Stockholder and applicable partnership law or (ii) if
Stockholder is a married individual and resides in a State with
community property laws, the community property interest of his or
her spouse to the extent applicable under such community property
laws). The Shares are and will be at all times up until the
Expiration Date free and clear of any security interests, liens,
claims, pledges, options, rights of first refusal, co-sale rights,
agreements, limitations on Stockholder’s voting rights,
charges and other encumbrances of any nature that would adversely
affect the exercise or fulfillment of the rights and obligations of
the parties to
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this Agreement.
Stockholder’s principal residence or place of business is set
forth on the signature page hereto.
(b) Stockholder has all
requisite power, capacity and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement by Stockholder and the
consummation by Stockholder of the transactions contemplated hereby
have been duly authorized by all necessary action, if any, on the
part of Stockholder. This Agreement has been duly executed and
delivered by Stockholder and, assuming the due authorization,
execution and delivery of this Agreement by Acquiror, constitutes a
valid and binding obligation of Stockholder, enforceable against
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 to general principles of equity.
(c) The execution and
delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby and compliance with the provisions
hereof will not, conflict with, result in a breach or violation of
or default (with or without notice or lapse of time or both) under,
or require notice to or the consent of any person under, any
agreement, law, rule, regulation, judgment, order or decree by
which Stockholder is bound, except for such conflicts, breaches,
violations or defaults that would not, individually or in the
aggregate, prevent or delay Stockholder from performing his, her or
its obligations under this Agreement.
(d) Stockholder makes no
agreement or understanding herein as a director or officer of the
Company. Stockholder signs solely in Stockholder’s capacity
as a record holder and beneficial owner, as applicable, of Shares,
and nothing herein shall limit or affect any actions taken in
Stockholder’s capacity as an officer or director of the
Company. Without limiting the generality or effect of the
foregoing, if the Stockholder is a director of the Company, nothing
herein shall prevent the Stockholder from taking any action solely
in such Stockholder’s capacity as a director of the Company
in the exercise of such director’s fiduciary duties with
respect to an Alternative Transaction Proposal or Superior Proposal
in compliance with the terms of the Merger Agreement, and none of
such actions taken in accordance wit
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