Exhibit 99.2
FORM OF ▇▇▇▇▇▇
INTERACTIVE INC. VOTING AGREEMENT
VOTING AGREEMENT, dated as of _______, 2001 (the "Agreement"), between the
undersigned holder (the "Holder") of shares of the common stock, $0.001 par
value (the "Company Common Stock"), of ▇▇▇▇▇▇ Interactive Inc., a Delaware
corporation (the "Company"), and Total Research Corporation ("Total"), a
Delaware corporation.
RECITALS
The Company, Total and Total Merger Sub Inc., a Delaware corporation and a
direct, wholly owned subsidiary of the Company ("Merger Sub"), propose to enter
into an Agreement and Plan of Merger dated the date hereof (the "Merger
Agreement"; capitalized terms not otherwise defined herein being used herein as
therein defined), pursuant to which Merger Sub would be merged (the "Merger")
with and into Total, and each outstanding Total Share would be converted into
the right to receive shares of Company Common Stock; and
The Holder is the beneficial owner of the number of shares of Company
Common Stock and options or rights to acquire shares of Company Common Stock
(such securities and any other securities of the Company hereafter acquired by
the Holder, the "Subject Securities") set forth on the signature page to this
Agreement; and
As a condition of its entering into the Merger Agreement, Total has
requested the Holder to agree, and the Holder has agreed, to enter into this
Agreement.
AGREEMENT
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. AGREEMENT TO VOTE SHARES. Prior to the Termination Date (as hereinafter
defined), at every meeting of the stockholders of the Company called with
respect to any of the following, and at every adjournment thereof, and on every
action or approval by written consent of the stockholders of the Company with
respect to any of the following, the Holder shall vote all Subject Securities
that are voting securities and that it beneficially owns at the time of any such
vote: (i) in favor of approval of the issuance and delivery of the shares of
Company Common Stock to the stockholders of Total in the Merger and (ii) against
(x) any merger, consolidation, sale of assets requiring stockholder approval,
reorganization or recapitalization of the Company, with any other person other
than Total or its affiliates, and (y) any liquidation or winding up of the
Company (each of the foregoing in this clause (ii) is hereinafter referred to as
an "Opposing Proposal").
2. TRANSFER OF SECURITIES. From and after the date hereof until the
conclusion of the meeting at which the Company's stockholders vote on the
approval of the issuance and delivery of the shares of Company Common Stock to
the stockholders of Total in the Merger and the Holder votes in favor of such
issuance and delivery (the "Meeting Date"), the Holder will not effect a tender,
sale, exchange, pledge, disposition or other transfer or encumbrance (any of the
foregoing, a "Sale") of any of the Subject Securities to or in favor of any
person, unless, prior to any such Sale, such person shall have agreed in a
writing, in form and substance reasonably
acceptable to Total, for the benefit of and delivered to Total, to be bound by
all provisions of this Agreement applicable to the Holder. Following the Meeting
Date, the Holder shall not consummate a Sale to or in favor of any person,
unless prior to any such Sale, such person shall have agreed in writing, in form
and substance reasonably acceptable to Total, for the benefit of and delivered
to Total, to be bound by the provisions of this Agreement. The foregoing and any
other provision of this Agreement notwithstanding, Holder may effect a Sale of
up to ___________ shares of Company Common Stock without compliance with the
provisions of this Section 3, and following such Sale, such transferred shares
will no longer be subject to the provisions of Section 1 of this Agreement.
3. NO OWNERSHIP INTEREST. Nothing contained in this Agreement shall be
deemed to vest in Total any direct or indirect ownership or incidents of
ownership of or with respect to the Subject Securities. All rights, ownership
and economic benefits of and relating to the Subject Securities shall remain and
belong to Holder, and Total shall have no authority to manage, direct,
superintend, restrict, regulate, govern or administer any of the policies or
operations of the Company or exercise any power or authority to direct the
Holder in the voting of any of the Subject Securities, except as otherwise
expressly provided herein.
4. CERTAIN REPRESENTATIONS OF THE HOLDER. The Holder represents and
warrants to Total as follows:
(a) AUTHORIZATION. The Holder has the power to execute, deliver and
perform this Agreement, and has taken all necessary action to authorize the
execution, delivery and performance by it of this Agreement. This Agreement has
been duly executed and delivered by the Holder and, assuming due and valid
authorization, execution and delivery by Total, constitutes a valid and binding
obligation of the Holder, enforceable against the Holder in accordance with its
terms (except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws and principles now or hereafter in effect, affecting creditors' rights
generally).
(b) GOVERNMENTAL AUTHORIZATION. The execution, delivery and performance by
the Holder of this Agreement and the consummation by the holder of the
transactions contemplated hereby do not require the Holder to obtain any consent
of, or to make any filing with, any Governmental Entity other than: (i)
compliance with any applicable requirements of ▇▇▇▇-▇▇▇▇▇; (ii) compliance with
any applicable requirements of the Exchange Act; and (iii) such other consents
and filings which, if not obtained or made, would not have a material adverse
effect on the ability of the Holder to consummate the transactions contemplated
hereby or the ability of the parties to consummate the Merger Agreement.
(c) NON-CONTRAVENTION. The execution, delivery and performance by the
Holder of this Agreement and the consummation by the Holder of the transactions
contemplated hereby do not and will not, (i) contravene or conflict with any
organizational document of the Holder, (ii) contravene or conflict with, or
constitute a violation of, any provision of any law, regulation, judgment,
injunction, order or decree binding upon the Holder or any of its properties or
assets, (iii) with or without the giving of notice or passage of time or both,
constitute a breach or default under any agreement, contract or other instrument
binding upon the Holder or, to the Holder's knowledge, the Company, or (iv)
result in the creation or imposition of any Liens on the
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Subject Securities, except with respect to the foregoing clauses (ii), (iii) or
(iv), such contraventions, conflicts, violations, breaches, defaults or Liens
which would not, individually or in the aggregate, be reasonably likely to
materially and adversely effect the ability of the Holder to consummate the
transactions contemplated hereby or the ability of Total, the Company and Merger
Sub to consummate the Merger Agreement.
(d) OWNERSHIP. The Holder is the sole, true, lawful [record and
beneficial] owner of the Subject Securities identified on the signature page
hereto, and there are no restrictions on voting rights or rights of disposition
pertaining to such Subject Securities.
(e) ALL SECURITIES. The Subject Securities identified on the signature
page hereto are the only interests in the capital stock of the Company
beneficially owned by the Holder, and Holder has no other option to purchase or
right to subscribe for or otherwise acquire any securities of the Company and
has no other interest in or voting rights with respect to any other securities
of the Company.
(f) DOCUMENTS DELIVERED. The Holder acknowledges having reviewed the
Merger Agreement and its attachments and that all reports, proxy statements and
other information with respect to Total as filed with the SEC were, prior to the
Holder's execution of this Agreement, available for inspection and copying at
the offices of the SEC and through readily available on-line services; and that
Total delivered the following such documents to the Company, which were made
available to the Holder:
(i) Total's Annual Report on Form 10-K for the year ended June 30,
2000;
(ii) Total's proxy statement for its Fiscal 2000 Annual Meeting of
Stockholders; and
(iii) Total's Quarterly Report on Form 10-Q for the period ended
March 31, 2001.
5. BINDING AGREEMENT. This Agreement shall be binding upon, and shall
inure to the benefit of, the Holder, and his heirs, estate, personal
representatives and permitted assigns and Total and its successors and permitted
assigns.
6. PUBLICATION. The Holder hereby permits Total, the Company and Merger
Sub to publish and disclose in the Joint Proxy Statement/Prospectus (including
all documents and schedules filed with the SEC) its identity and ownership of
the capital stock of the Company and the nature of its commitments,
arrangements, and understandings pursuant to this Agreement.
7. NOTICES. All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been duly given or made
if and when delivered personally or by overnight courier or sent by electronic
transmission, with confirmation received, to the address or telecopy numbers
specified below:
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If to the Holder, to the person at the address or the telecopier number
appearing on the signature page beneath the Holder's name.
If to Total:
Total Research Corporation
▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
or to such other address or telecopy number as any party may have
furnished to the other parties in writing in accordance herewith.
8. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable harm
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with its specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof in any court of the United States or any state
thereof having jurisdiction, this being in addition to any other remedy to which
they are entitled at law or in equity.
9. AMENDMENT. (a) This Agreement may not be amended or modified, except by
an instrument in writing signed on behalf of each of the parties hereto.
(b) This Agreement may not be waived by either party, except by an
instrument in writing signed on behalf of the party granting such waiver. The
failure of any party hereto to exercise any right, power or remedy provided
under this Agreement or otherwise available in respect hereof at law or in
equity, or to insist upon compliance by any other party hereto with its
obligations hereunder, and any custom or practice of the parties at variance
with the terms hereof shall not constitute a waiver by such party of its right
to exercise any such or other right, power or remedy or to demand such
compliance.
(c) This Agreement may not be assigned by any party without the prior
written consent of the other party, and any assignment without such consent
shall be void.
10. GOVERNING LAW/CONSENT OF JURISDICTION. This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
New York, without regard to principles of conflict of laws. Each party hereto
hereby irrevocably submits to
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the jurisdiction of any New York State or Federal court sitting in the City of
New York in any action or proceeding arising out of or related to this
Agreement, and hereby irrevocably agrees that all claims in respect of such
action or proceeding may be heard and determined in such State or Federal court.
Each party hereto hereby irrevocably consents to the service of process, which
may be served in any such action or proceeding by certified mail, return receipt
requested, by delivering a copy of such process to such party at its address
specified in Section 8 or by any other method permitted by law.
11. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same agreement.
12. TERMINATION. (a) This Agreement shall terminate upon the earlier to
occur of (i) the Effective Time and (ii) the termination of the Merger Agreement
according to its terms.
(b) Upon any termination of this Agreement as provided in this Section 13,
this Agreement shall thereupon become void and of no further force and effect,
and there shall be no liability in respect of this Agreement or of any
transactions contemplated hereby or by the Merger Agreement on the part of any
party hereto or any of its directors, officers, partners, stockholders,
employees, agents, advisors, representatives or affiliates; PROVIDED, HOWEVER,
that nothing herein shall relieve any party from any liability for such party's
willful breach of this Agreement; and PROVIDED FURTHER that nothing herein shall
limit, restrict, impair, amend or otherwise modify the rights, remedies,
obligations or liabilities of any person under any other contract or agreement,
including, without limitation, the Merger Agreement.
13. REMEDIES CUMULATIVE. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise of any thereof by any
party shall not preclude the simultaneous or later exercise of any other such
right, power or remedy by such party.
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IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of
each of the parties hereto, all as of the date first above written.
TOTAL RESEARCH CORPORATION
By:
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Name:
Title:
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THE HOLDER:
Address:
Number of Shares of Company Common Stock Beneficially Owned by the Holder:
Rights to Acquire Shares of Company Common Stock Held by the Holder:
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