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EXHIBIT 2.2
FORM OF
VOTING AGREEMENT
THIS
VOTING AGREEMENT (this "Agreement") is made and entered into as
of
August 10, 2005, by and between Manhattan
Associates, Inc., a Georgia
corporation ("Buyer"), and the undersigned
in his, her or its capacity as a
shareholder ("Shareholder") of Evant, Inc.,
a California corporation ("Evant").
Capitalized terms used but not otherwise
defined herein shall have the meanings
ascribed to them in the Merger Agreement
(as defined below).
RECITALS
A. As an
inducement for Buyer to enter into that certain Agreement and
Plan of Merger dated as of August 10, 2005
(the "Merger Agreement"), by and
among Buyer, Madison Acquisition Corp., a
California corporation and a
wholly-owned subsidiary of Buyer ("Merger
Sub"), Evant and Ted Schlein as the
Shareholder Representative, which agreement
provides, among other things, for
the merger of Merger Sub with and into
Evant (the "Merger"), Buyer has requested
that Shareholder execute and deliver this
Agreement.
B.
Pursuant to the Merger, among other things, all of the issued
and
outstanding shares of capital stock of
Evant will be converted into the right to
receive the consideration set forth in the
Merger Agreement, all upon the terms
and subject to the conditions set forth in
the Merger Agreement.
C.
Shareholder is the Beneficial Owner (as defined herein) of the
number
of outstanding shares of capital stock of
Evant and other securities convertible
into, or exercisable or exchangeable for,
shares of capital stock of Evant, all
as set forth on the signature page of this
Agreement (collectively, the
"Shares"). For purposes hereof, "Beneficial
Owner" shall have the meaning set
forth in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as
amended (the "Exchange Act").
D. As an
inducement for Buyer to enter into the Merger Agreement,
Shareholder has agreed to restrict the
transfer or disposition of the Shares and
the New Shares (as defined in Section 1(b)
hereof) and desires to vote the
Shares and the New Shares so as to
facilitate the consummation of the Merger.
The execution and delivery of this
Agreement and the granting of any irrevocable
proxy herein is a material condition to
Buyer's willingness to enter into the
Merger Agreement.
NOW,
THEREFORE, the parties hereto hereby agree as follows:
1. Agreement to Retain
Shares.
(a) Transfer and Encumbrance. Shareholder agrees, during the
period
beginning on the date hereof and ending on
the Expiration Date, (i) not to
transfer, sell, exchange, pledge or
otherwise dispose of or encumber
(collectively, "Transfer") any of the
Shares or any of the New Shares, or to
negotiate, or make any offer or agreement
relating thereto, other than to or
with Buyer or pursuant to or in favor of
the Merger Agreement, and (ii) not to
deposit (or permit the
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deposit of) any Shares or New Shares in a
voting trust or grant any proxy or
enter into any voting agreement or similar
agreement in contravention of the
obligations of Shareholder under this
Agreement with respect to any of the
Shares or New Shares, in each case without
the prior written consent of Buyer.
Shareholder acknowledges that the intent of
this Section 1(a) is to ensure that
Buyer retains the right under the Proxy (as
defined in Section 3 hereof) to vote
the Shares and any New Shares in accordance
with the terms of the Proxy. As used
herein, the term "Expiration Date" shall
mean the earliest to occur of (x) the
Effective Time, (y) the termination of the
Merger Agreement in accordance with
its terms and (z) written notice of
termination of this Agreement by Buyer to
Shareholder.
(b) New Shares. Shareholder agrees that any shares of capital
stock
of Evant that Shareholder purchases or with
respect to which Shareholder
otherwise acquires Beneficial Ownership
after the date of this Agreement and
prior to the Expiration Date, including
shares of preferred stock or common
stock of Evant and shares issued or
issuable upon the conversion, exercise or
exchange, as the case may be, of all
securities held by Shareholder which are
convertible into, or exercised or
exchangeable for, shares of capital stock of
Evant ("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. Subject to Section 12(l), until the
Expiration Date, at every meeting of
shareholders of Evant 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 shareholders of Evant
solicited with respect to any of the
following, Shareholder shall vote or shall
consent (in the case of a written consent,
as soon as practicable and no later
than twenty-four (24) hours after receipt
of the solicitation of consent), to
the extent not voted by Buyer or such duly
authorized and appointed officers or
directors of Buyer under the Proxy, the
Shares and any New Shares (to the extent
any such Shares and New Shares may be
voted):
(i) in favor of the Merger Agreement, the Merger and any other
matter necessary to consummate the
transactions contemplated by the Merger
Agreement, including approval of (A) all
provisions of Article VIII of the
Merger Agreement, the escrow and the
deposit of that portion of the Merger
Consideration equal to the Escrow Amount
into the Escrow Fund (as defined in the
Escrow Agreement), and (B) the appointment
of the Shareholder Representative,
pursuant to and as defined in the Merger
Agreement;
(ii) against (A) approval of any proposal made in opposition
to, or in competition with, the Merger
Agreement, the consummation of the Merger
or the transactions contemplated by the
Merger Agreement, and (B) any of the
following actions (other than those actions
that relate to the Merger and the
transactions contemplated by the Merger
Agreement): (I) any merger,
consolidation, business combination, sale
of assets, reorganization or
recapitalization of Evant with any party;
(II) any sale, lease or transfer of
any material portion of the assets or
capital stock of Evant; (III) any
reorganization, recapitalization,
dissolution, liquidation or winding up of
Evant; (IV) any change in the
capitalization of Evant or Evant's corporate
structure; or (V) any other action that is
intended to interfere with, delay,
postpone, discourage or adversely affect
the Merger or any of the other
transactions contemplated by the Merger
Agreement; and
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(iii) in favor of waiving any notice that may have been or may
be required by the Tenth Amended and
Restated Articles of Incorporation, any
agreement by which Evant or Shareholder is
bound, or otherwise relating to any
reorganization of Evant, any
reclassification or recapitalization of the capital
stock of Evant or any sale of assets,
change of control, or acquisition of Evant
by any other Person, or any consolidation
or merger of Evant with or into any
other Person.
Prior to
the Expiration Date, Shareholder shall not enter into any
agreement or understanding with any Person
to vote or give instructions in any
manner inconsistent with this Section
2.
3.
Agreement to Execute General Release of Claims. Shareholder also
agrees
to execute and deliver upon request of
Evant or Buyer a general release of
claims in the form attached hereto as
Exhibit A.
4.
Irrevocable Proxy. Shareholder hereby grants to Buyer, and to
any
officer or director authorized and
appointed by Buyer, a proxy (the "Proxy") to
vote the Shares and New Shares as indicated
in Section 2 above. Shareholder
intends this Proxy to be irrevocable and
coupled with an interest and will take
such further action or execute such other
instruments as may be reasonably
necessary to effectuate the intent of this
Proxy and hereby revokes any proxy
previously granted by him or it with
respect to the Shares or New Shares.
5.
Representations and Warranties.
(a) Shareholder represents, warrants and covenants to Buyer as
follows:
(i) Shareholder is the Beneficial Owner of the Shares, with
the requisite power to vote or direct the
voting of the Shares (to the extent
the Shares may be voted), for and on behalf
of all beneficial owners of the
Shares.
(ii) Except as set forth in the Tenth Amended and Restated
Articles of Incorporation, the Shares are,
and at all times up until the
Expiration Date the Shares will be, free
and clear of any rights of first
refusal, co-sale rights, security
interests, liens, pledges, claims, options,
charges or other encumbrances of any kind
or nature.
(iii) Shareholder does not Beneficially Own any shares of
capital stock of Evant other than the
Shares.
(iv) Shareholder has the requisite power and authority to
make, enter into and carry out the terms of
this Agreement. This Agreement has
been duly and validly authorized, executed
and delivered by Shareholder and
constitutes a valid and binding agreement
of Shareholder, enforceable against
Shareholder in accordance with its terms,
except that such enforceability (A)
may be limited by bankruptcy, insolvency,
moratorium or other similar laws
affecting or relating to enforcement of
creditor's rights generally and (B) is
subject to general principles of
equity.
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(b) Buyer represents, warrants and covenants to Shareholder as
follows:
(i) Buyer is a corporation duly organized and validly existing
under the laws of the State of Georgia and
has all requisite limited company
power and authority to make, enter into and
carry out the terms of this
Agreement.
(ii) This Agreement has been duly and validly executed and
delivered by Buyer and constitutes a valid
and binding agreement of Buyer,
enforceable against Buyer in accordance
with its terms, except that such
enforceability (A) may be limited by
bankruptcy, insolvency, moratorium or other
similar laws affecting or relating to
enforcement of creditors' rights generally
and (B) is subject to general principles of
equity.
6.
Additional Documents. Shareholder hereby covenants and agrees
to
execute and deliver any additional
documents necessary, in the reasonable
opinion of Buyer, to carry out the purpose
and intent of this Agreement and the
Merger Agreement.
7.
Consents and Waivers. Shareholder hereby gives any consents or
waivers
that are reasonably requested in good faith
for the consummation of the Merger
under the terms of any agreement to which
Shareholder is a party or pursuant to
any rights Shareholder may have.
8.
Disclosure. Shareholder hereby agrees to permit the Buyer to
publish
and disclose in any proxy statement
(includi
