Exhibit 99.1
VOTING AGREEMENT
VOTING AGREEMENT, dated as of March
20, 2005 (this “Agreement”), among the shareholders
listed on the signature page(s) hereto (collectively, the
“Shareholders” and each individually, a
“Shareholder”), 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
Shareholders own of record and beneficially the shares of capital
stock of the Company set forth on Schedule I hereto (such shares,
or any other voting or equity of securities of the Company
hereafter acquired by any Shareholder 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 Buyer to enter into the Merger Agreement, the
Buyer has required that the Shareholders agree, and in order to
induce the Buyer to enter into the Merger Agreement the
Shareholders 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 Shareholder covenants and
agrees that until the termination of this Agreement in accordance
with the terms hereof, at the Company Shareholders Meeting or any
other meeting of the shareholders of the Company, however called,
and in any action by written consent of the shareholders of the
Company, such Shareholder will vote, or cause to be voted, all of
such Shareholder’s respective Shares (a) in favor of the
approval of the principal terms of the Merger contemplated by the
Merger Agreement, as the Merger Agreement may be modified or
amended from time to time in a manner not adverse to the
Shareholders, and (b) against any other Acquisition Proposal or
Alternative Transaction.
(b) Each Shareholder hereby
irrevocably grants to, and appoints, the Buyer, 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 Shareholder’s Shares at any meeting of the shareholders
of the Company called with respect to any of the matters specified
in, and in accordance and consistent with, this Section 1. Each
Shareholder understands and acknowledges that the Buyer is entering
into the Merger Agreement in reliance upon the Shareholder’s
execution and delivery of this Agreement. Each Shareholder 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 Shareholder under this
Agreement. Except as otherwise provided for herein, each
Shareholder 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 provisions of Section 705 of the
California 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
. Each Shareholder covenants and agrees that such Shareholder 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 Shareholder 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.
Section 3. Representations and
Warranties of the Shareholders . Each Shareholder on his or her
own behalf hereby severally represents and warrants to the Buyer
with respect to such Shareholder and such Shareholder’s
ownership of the Shares as follows:
(a) Ownership of Shares . The
Shareholder 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 Shareholder owns no shares of Company
Common Stock other than the Shares as set forth on Schedule I
hereto. The Shareholder has sole voting power, without
restrictions, with respect to all of the Shares.
(b) Power, Binding Agreement
. The Shareholder 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 Shareholder and constitutes a
valid and binding obligation of the Shareholder, enforceable
against the Shareholder 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
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
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the Shareholder, the Shares or any
of the Shareholder’s properties or assets. Except as
expressly contemplated hereby, the Shareholder 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, shareholders’ 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
authoriz
