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Exhibit
99.2
VOTING
AGREEMENT
VOTING AGREEMENT, dated as of
March 20, 2005 (this “Agreement”), among the
stockholders listed on the signature page(s) hereto (collectively,
the “Stockholders” and each individually, a
“Stockholder”), Pinnacle Systems, Inc., a California
corporation (the “Company”) and Avid Technology, Inc.,
a Delaware corporation (the “Buyer”). Capitalized terms
used and not otherwise defined herein shall have the respective
meanings assigned to them in the Merger Agreement referred to
below.
WHEREAS, as of the date
hereof, the Stockholders own of record and beneficially the shares
of capital stock of the Buyer set forth on Schedule I hereto (such
shares, or any other voting or equity of securities of the Buyer
hereafter acquired by any Stockholder prior to the termination of
this Agreement, being referred to herein collectively as the
“Shares”);
WHEREAS, concurrently with
the execution of this Agreement, the Buyer and the Company are
entering into an Agreement and Plan of Merger, dated as of the date
hereof (the “Merger Agreement”), pursuant to which,
upon the terms and subject to the conditions thereof, a subsidiary
of the Buyer will be merged with and into the Company, and the
Company will be the surviving corporation (the
“Merger”); and
WHEREAS, as a condition to
the willingness of the Company to enter into the Merger Agreement,
the Company has required that the Stockholders agree, and in order
to induce the Company to enter into the Merger Agreement the
Stockholders are willing, to enter into this Agreement.
NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and
agreements contained herein, and intending to be legally bound
hereby, the parties hereby agree, severally and not jointly, as
follows:
Section 1. Voting of
Shares .
(a) Each Stockholder
covenants and agrees that until the termination of this Agreement
in accordance with the terms hereof, at the Buyer Stockholders
Meeting or any other meeting of the stockholders of the Buyer,
however called, and in any action by written consent of the
stockholders of the Buyer, such Stockholder will vote, or cause to
be voted, all of such Stockholder’s respective Shares in
favor of the Buyer Voting Proposals.
(b) Each Stockholder hereby
irrevocably grants to, and appoints, the Company, and any
individual designated in writing by it, and each of them
individually, as his or her proxy and attorney-in-fact (with full
power of substitution), for and in his or her name, place and
stead, to vote such Stockholder’s Shares at any meeting of
the stockholders of the Buyer called with respect to any of the
matters specified in, and in accordance and consistent with, this
Section 1. Each Stockholder understands and acknowledges that the
Company is entering into the Merger Agreement in reliance upon the
Stockholder’s execution and delivery of this Agreement. Each
Stockholder hereby affirms that the irrevocable proxy set forth in
this Section 1(b) is given in connection with the execution of the
Merger Agreement, and that such irrevocable proxy is given to
secure the performance of the duties of such Stockholder under
this
Agreement. Except as
otherwise provided for herein, each Stockholder hereby (i) affirms
that the irrevocable proxy is coupled with an interest and may
under no circumstances be revoked, (ii) ratifies and confirms all
that the proxies appointed hereunder may lawfully do or cause to be
done by virtue hereof and (iii) affirms that such irrevocable proxy
is executed and intended to be irrevocable in accordance with the
Delaware General Corporation Law. Notwithstanding any other
provisions of this Agreement, the irrevocable proxy granted
hereunder shall automatically terminate upon the termination of
this Agreement.
Section 2. Transfer of
Shares .
(a) Each Stockholder
covenants and agrees that such Stockholder will not directly or
indirectly (i) sell, assign, transfer, pledge, encumber or
otherwise dispose of any of the Shares, (ii) deposit any of the
Shares into a voting trust or enter into a voting agreement or
arrangement with respect to the Shares or grant any proxy or power
of attorney with respect thereto that is inconsistent with this
Agreement or (iii) enter into any contract, option or other
arrangement or undertaking with respect to the direct or indirect
sale, assignment, transfer or other disposition of any Shares;
provided, however, that notwithstanding the foregoing a Stockholder
may transfer Shares or agree to transfer Shares by testamentary
disposition, interspousal disposition pursuant to a domestic
relations proceeding or otherwise by operation of law, provided
that in each such case the transferee agrees in writing to be bound
by this Agreement.
(b) Each Stockholder agrees
to submit to the Buyer contemporaneously with or promptly following
execution of this Agreement all certificates representing the
Shares (unless such Shares are held in “street” name or
otherwise not issued and certificated in the individual name of the
Stockholder) so that the Buyer may place thereon a legend referring
to the transfer restrictions set forth in this
Agreement.
Section 3. Representations
and Warranties of the Stockholders . Each Stockholder on his or
her own behalf hereby severally represents and warrants to the
Buyer with respect to such Stockholder and such Stockholder’s
ownership of the Shares as follows:
(a) Ownership of
Shares . The Stockholder beneficially owns all of the Shares as
set forth on Schedule I hereto and has good and marketable title to
such Shares, free and clear of any claims, liens, encumbrances and
security interests whatsoever. The Stockholder owns no shares of
Buyer Common Stock other than the Shares as set forth on Schedule I
hereto. The Stockholder has sole voting power, without
restrictions, with respect to all of the Shares.
(b) Power, Binding
Agreement . The Stockholder has the legal capacity and all
requisite power and authority to enter into and perform all of his
or her obligations under this Agreement. This Agreement has been
duly and validly executed and delivered by the Stockholder and
constitutes a valid and binding obligation of the Stockholder,
enforceable against the Stockholder in accordance with its
terms.
(c) No Conflicts . The
execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated hereby will not,
conflict with or result in any violation of, or default (with or
without notice or lapse of time, or both) under, or give rise to
a
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right of termination,
cancellation or acceleration of any obligation or to loss of a
material benefit under, any provision of any loan or credit
agreement, note, bond, mortgage, indenture, lease or other
agreement, instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to the Stockholder, the Shares or any of the
Stockholder’s properties or assets. Except as expressly
contemplated hereby, the Stockholder is not a party to, and the
Shares are not subject to or bound in any manner by, any contract
or agreement relating to the Shares, including without limitation,
any voting agreement, option agreement, purchase agreement,
stockholders’ agreement, partnership agreement or voting
trust. Except for the expiration or termination of the waiting
period under the HSR Act and informational filings with the
Securities and Exchange Commission, no consent, approval, order or
authorization of, or registration, declaration o
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