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
2
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,
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