Exhibit 99.1
V OTING A GREEMENT
T HIS S TOCKHOLDER V OTING A GREEMENT (this “ Agreement ”)
is made and entered into as of August 10, 2008, by and among JDA
Software Group, Inc., a Delaware corporation (“
Parent ”), i2 Technologies, Inc. , a
Delaware corporation (the “ Company ”)
(only with respect to Section 2(b) hereof), and the
undersigned stockholder (“ Stockholder ”)
of the Company.
R ECITALS
A. Concurrently with the execution and delivery
hereof, Parent, Igloo Acquisition Corporation, a Delaware
corporation and an indirect wholly owned subsidiary of Parent
(“ Merger Sub ”), and the Company are
entering into an Agreement and Plan of Merger of even date herewith
(as it may be amended or supplemented from time to time pursuant to
the terms thereof, the “ Merger Agreement
”), which provides for the merger (the “
Merger ”) of Merger Sub with and into the
Company in accordance with its terms ( the Merger, Merger Agreement
and the transactions contemplated thereby referred to collectively
as the “ Proposed Transaction
”).
B. Stockholder has sole voting power over such
number of shares of each class of capital stock of the Company
beneficially owned (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “ Exchange
Act ”)) by Stockholder as is indicated on the
signature page of this Agreement.
C. In consideration of the execution and delivery
of the Merger Agreement by Parent and Merger Sub, Stockholder
desires to agree to vote the Shares (as defined herein) over which
Stockholder has sole voting power so as to facilitate the
consummation of the Merger.
N OW ,
T HEREFORE
, intending to be legally bound, the
parties hereto hereby agree as follows:
1. Certain Definitions
.
(a) Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed thereto
in the Merger Agreement. For all purposes of and under this
Agreement, the following terms shall have the following respective
meanings:
“ Consent
” shall mean any approval, consent, ratification, permission,
waiver or authorization (including any: (a) permit, license,
certificate, franchise, permission, variance, clearance,
registration, qualification or authorization issued, granted, given
or otherwise made available by or under the authority of any
Governmental Authority or pursuant to any Legal Requirement;
or (b) right under any Contract with any Governmental
Authority).
“ Constructive
Sale ” means with respect to any security, a short
sale with respect to such security, entering into or acquiring an
offsetting derivative contract with respect to such security,
entering into or acquiring a futures or forward contract to deliver
such security or entering into any other hedging or other
derivative transaction that has the effect of either directly or
indirectly materially reducing the economic benefits or risks of
ownership.
“ Legal
Requirement ” shall mean any federal, state, local,
municipal, foreign or other law, statute, constitution, principle
of common law, resolution, ordinance, code, edict, decree, rule,
regulation, ruling or requirement issued, enacted, adopted,
promulgated, implemented or otherwise put into effect by or under
the authority of any Governmental Authority (or under the
authority of The NASDAQ Stock Market).
“ Shares ”
means (i) all outstanding shares of capital stock of the
Company owned, beneficially or of record, by Stockholder as of the
date hereof, and (ii) all additional outstanding shares of
capital stock of the Company acquired by Stockholder, beneficially
or of record, during the period commencing with the execution and
delivery of this Agreement and expiring on the Expiration Date (as
such term is defined in Section 7 below), in the case
of each of clauses (i) and (ii) as to which (and only as
to which) Stockholder has sole voting power; but in each case
excluding shares of capital stock of the Company that, by virtue of
Stockholder’s ownership of options or other convertible
securities, are deemed to be beneficially owned by Stockholder
pursuant to Rules 13d-3(d)(1)(i)(A) or (B) prior to the time
at which Stockholder exercises such options or other convertible
securities and receives the underlying capital stock of the
Company.
“ Transfer
” means, with respect to any security, the direct or indirect
assignment, sale, transfer, tender, exchange, pledge,
hypothecation, or the gift, placement in trust, or the Constructive
Sale or other disposition of such security (excluding transfers:
(i) by testamentary or intestate succession,
(ii) otherwise by operation of law, or (iii) under any
written trading plan adopted prior to the date of this Agreement
under Rule 10b5-1 of the Exchange Act) or any right, title or
interest therein (including, but not limited to, any right or power
to vote to which the holder thereof may be entitled, whether such
right or power is granted by proxy or otherwise), or the record or
beneficial ownership thereof, and each agreement, arrangement or
understanding, whether or not in writing, to effect any of the
foregoing.
2. Transfer and Voting
Restrictions .
(a) At all times during the period
commencing with the execution and delivery of this Agreement and
expiring on the Expiration Date, Stockholder shall not, except in
connection with the Merger, Transfer any of the Shares, or enter
into an agreement, commitment or other arrangement with respect
thereto. Notwithstanding the foregoing or anything to the contrary
set forth in this Agreement, Stockholder may Transfer any or all of
the Shares (i) by will, or by operation of law, in which case
this Agreement shall bind the transferee, or (ii) in
connection with estate and charitable planning purposes, including
Transfers to relatives, trusts and charitable organizations, so
long as the transferee, prior to such Transfer executes a
counterpart of this Agreement (with such modifications as Parent
may reasonably request solely to reflect such transfer).
(b) Stockholder understands and
agrees that if Stockholder attempts to Transfer, vote or provide
any other person with the authority to vote any of the Shares other
than in compliance with this Agreement, the Company shall not, and
Stockholder hereby unconditionally and irrevocably instructs the
Company to not, (i) permit any such Transfer on its books and
records, (ii) issue a new certificate representing any of the
Shares or (iii) record such vote, in each case, unless and
until Stockholder shall have complied with the terms of this
Agreement. Each stock certificate evidencing Shares that is issued
in the name of Stockholder on or after the date of this Agreement
shall bear a legend indicating that such Shares are subject to the
terms of this Agreement and any transferee of the Shares evidenced
by the stock certificate takes the Shares subject to the terms of
this Agreement.
(c) Except as otherwise permitted by
this Agreement or by order of a court of competent jurisdiction,
each Stockholder will not commit any act that could restrict or
affect such Stockholder’s legal power, authority and right to
vote all of the Shares then owned of record or beneficially by
Stockholder or otherwise prevent or disable Stockholder from
performing any of his obligations under this Agreement. Without
limiting the generality of the foregoing, except for this Agreement
and as otherwise permitted by this Agreement, each Stockholder will
not enter into any voting agreement with any Person with respect to
any of the Shares, grant any Person any proxy (revocable
or
2
irrevocable) or power of attorney with respect
to any of the Shares, deposit any of the Shares in a voting trust
or otherwise enter into any agreement or arrangement with any
Person limiting or affecting Stockholder’s legal power,
authority or right to vote the Shares in favor of the approval of
the Proposed Transaction.
3. Agreement to Vote Shares
.
(a) Prior to the Expiration Date, at
every meeting of the stockholders of the Company called, and at
every adjournment or postponement thereof, and on every action or
approval by written consent of the stockholders of the Company,
Stockholder (in Stockholder’s capacity as such) shall appear
at the meeting or otherwise cause the Shares to be present thereat
for purposes of establishing a quorum and, to the extent not voted
by the Persons appointed as proxies pursuant to this Agreement,
vote (i) in favor of approval of the Proposed Transaction,
(ii) against the approval or adoption of any proposal made in
opposition to, or in competition with, the Proposed Transaction,
and (iii) against any of the following (to the extent
unrelated to the Proposed Transaction): (A) any merger,
consolidation or business combination involving the Company or any
of its subsidiaries other than the Proposed Transaction;
(B) any sale, lease or transfer of all or substantially all of
the assets of the Company or any of its subsidiaries; (C) any
reorganization, recapitalization, dissolution, liquidation or
winding up of the Company or any of its subsidiaries; or
(D) any other action that is intended, or could reasonably be
expected, to otherwise impede, interfere with, delay, postpone,
discourage or adversely affect the consummation of the Proposed
Transaction.
(b) If Stockholder is the beneficial
owner, but not the record holder, of the Shares, Stockholder agrees
to take all actions necessary to cause the record holder and any
nominees to vote all of the Shares in accordance with
Section 3(a) .
4. Grant of Irrevocable Proxy
.
(a) Stockholder hereby irrevocably
(to the fullest extent permitted by law) grants to, and appoints,
Parent and each of its executive officers and any of them, in their
capacities as officers of Parent (the “
Grantees ”), as Stockholder’s proxy and
attorney-in-fact (with full power of substitution and
re-substitution), for and in the name, place and stead of
Stockholder, to vote the Shares, to instruct nominees or record
holders to vote the Shares, or grant a consent or approval or
dissent or disapproval in respect of such Shares in accordance with
Section 3 hereof and, in the discretion of the
Grantees, with resp
