Exhibit 99.1
VOTING AND COOPERATION AGREEMENT
PARTIES: ____________________
____________________
____________________
____________________
____________________
____________________
____________________
____________________
____________________
____________________
SUNGARD DATA SYSTEMS INC.
a Delaware corporation ("Acquiror")
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
DATE: January __, 1999
BACKGROUND: Acquiror, Development Corp., a Florida corporation and a wholly
owned subsidiary of Acquiror ("Newco"), and FDP Corp., a Florida corporation
(the "Company"), are entering into an Agreement and Plan of Reorganization dated
as of the date hereof (the "Reorganization Agreement"), and a related Plan of
Merger dated as of the date hereof (the "Plan"), which provide (subject to the
conditions set forth therein) for the merger of Newco with and into the Company
(the "Merger"). _____________________ and __________________ are shareholders
(collectively, the "Shareholders") of the Company. As a condition to the
willingness of Acquiror and Newco to enter into the Reorganization Agreement and
the Plan, Acquiror and Newco have required that the Shareholders enter into, and
in order to induce Acquiror and Newco to enter into the Reorganization
Agreement, the Shareholders have agreed to enter into, this Agreement.
INTENDING TO BE LEGALLY BOUND, in consideration of the foregoing and
the mutual agreements contained herein and in the Reorganization Agreement and
Plan, the parties hereto agree as follows:
1. Certain Definitions
(a) All capitalized terms used but not otherwise defined in
this Agreement have the meanings ascribed to such terms in the Reorganization
Agreement or the Plan.
(b) "Expiration Date" shall mean the earlier of (i) the date
upon which the Reorganization Agreement is validly terminated pursuant to
Section 11.1 thereof and the
payment of all fees due Acquiror pursuant to Section 11.3 thereof, and (ii) the
date upon which the Merger becomes effective in accordance with the terms and
conditions of the Reorganization Agreement and the Plan.
(c) A Shareholder shall be deemed to "Own" or to have acquired
"Ownership" of a security if the Shareholder: (i) is a record owner of such
security; or (ii) is a "beneficial owner" (within the meaning of Rule 13d-3
under the Exchange Act) of such security.
(d) The "Record Date" for a particular matter shall be the
date fixed for persons entitled: (i) to receive notice of, and to vote at, a
meeting of the shareholders of the Company called for the purpose of voting on
such matter; or (ii) to take action by written consent of the shareholders of
the Company with respect to such matter.
(e) "Subject Securities" shall mean: (i) all securities of the
Company (including shares of Company Common Stock and all options, warrants and
other rights to acquire shares of Company Common Stock) Owned by the
Shareholders (individually or jointly) as of the date of this Agreement; and
(ii) all additional securities of the Company (including all additional shares
of Company Common Stock and all additional options, warrants and other rights to
acquire shares of Company Common Stock) of which the Shareholders (individually
or jointly) acquire Ownership during the period from the date of this Agreement
through the Expiration Date.
(f) A Person shall be deemed to have effected a "Transfer" of
a security if such Person directly or indirectly; (i) sells, pledges, encumbers,
grants an option with respect to, transfers or disposes of such security or any
interest in such security; or (ii) enters into an agreement or commitment
contemplating the possible sale of, pledge of, encumbrance of, grant of an
option with respect to, transfer of or disposition of such security or any
interest therein.
2. Transfer of Subject Securities
(a) Transferee of Subject Securities to be Bound by this
Agreement. Each of the Shareholders, jointly and severally, agrees that, during
the period from the date of this Agreement through the Expiration Date, such
Shareholder shall not cause or permit any Transfer of any of the Subject
Securities Owned by such Shareholder to be effected unless each Person to which
any of such Subject Securities, or any interest in any of such Subject
Securities, is or may be transferred shall have: (a) executed a counterpart of
this Agreement and a proxy in the form attached hereto as Exhibit A (with such
modifications as Acquiror may reasonably request); and (b) agreed in writing to
hold such Subject Securities (or interest in such Subject Securities) subject to
all of the terms and provisions of this Agreement.
(b) Transfer of Voting Rights. Each of the Shareholders,
jointly and severally, agrees that, during the period from the date of this
Agreement through the Expiration Date, such Shareholder shall ensure that: (a)
none of the Subject Securities Owned by such Shareholder is deposited into a
voting trust; and (b) no proxy is granted, and no agreement or
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similar agreement is entered into, with respect to any of the Subject Securities
Owned by such Shareholder.
3. Voting of Shares.
(a) Agreement. Each of the Shareholders, jointly and
severally, covenants and agrees that, during the period from the date of this
Agreement through the Expiration Date, at any meeting of the shareholders of the
Company, however called, and at every adjournment or postponement thereof, and
in any written action by consent of the shareholders of the Company, unless
otherwise directed in writing by Acquiror, such Shareholder shall (i) appear, or
cause the holder of record as of the Record Date to appear, at any annual or
special meeting of shareholders of the Company (including the Company's
Shareholder Meeting) for the purpose of establishing a quorum, and (ii) vote or
cause to be voted all issued and outstanding shares of Company Common Stock that
are Owned by such Shareholder (individually or jointly) as of the Record Date:
in favor of the Merger, the execution and delivery by the Company of the
Reorganization Agreement and the Plan and the adoption and approval of the terms
thereof and in favor of the other Transactions and each of the actions
contemplated by the Reorganization Agreement and the Plan and any action
required in furtherance hereof or thereof.
(b) Proxy. Contemporaneously with the execution of this
Agreement: (i) each of the Shareholders shall deliver to Acquiror a proxy in the
form attached hereto as Exhibit A, which shall be irrevocable to the fullest
extent permitted by law, with respect to the shares referred to therein (the
"Proxy"); and (ii) each of the Shareholders shall cause to be delivered to
Acquiror an additional proxy (in the form attached hereto as Exhibit A) executed
on behalf of the record owner of any issued and outstanding shares of Company
Common Stock that are owned beneficially (but are not owned of record) by such
Shareholder.
4. No Solicitation.
(a) Each of the Shareholders, jointly and severally, covenants
and agrees that, during the period commencing on the date of this Agreement and
ending on the Expiration Date, none of them shall, directly or indirectly, nor
shall any of them authorize or permit any Representative of any of them,
directly or indirectly, to: (i) solicit, initiate, encourage or induce the
making, submission or announcement of any Acquisition Proposal or take any
action that could reasonably be expected to lead to an Acquisition Proposal;
(ii) furnish any information regarding any of the Acquired Corporations to any
Person in connection with or in response to an Acquisition Proposal or potential
Acquisition Proposal; or (iii) engage in discussions with any Person with
respect to any Acquisition Proposal.
(b) Each of the Shareholders shall promptly advise Acquiror
orally and in writing of any Acquisition Proposal (including the identity of the
Person making or submitting such Acquisition Proposal and the terms thereof)
that is made or submitted by any Person and received by any of them. Each of the
Shareholders shall keep Acquiror fully informed with respect to the status of
any such Acquisition Proposal and any modification or proposed modification
thereto.
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(c) Each of the Shareholders shall immediately cease any
existing discussions with any Person that relate to any Acquisition Proposal.
(d) Notwithstanding the restrictions set forth in this
Section 4, each of the Company and any person who is an officer or director of
the Company may take any action consistent with the terms of the Reorganization
Agreement.
5. Representations and Warranties of Shareholders. Each of the
Shareholders, jointly and severally, represents and warrants to Acquiror as
follows:
(a) Authorization. Each of the Shareholders has the absolute
and unrestricted right, power, authority and capacity to execute and deliver
this Agreement and the Proxy and to perform his, her or its obligations
hereunder and thereunder. This Agreement and the Proxy have been duly executed
and delivered by each of the Shareholders and constitute legal, valid and
binding obligations of the Shareholders, enforceable against each of the
Shareholders in accordance with its terms.
(b) No Conflicts, Required Filings and Consents.
(i) The execution and delivery of this Agreement
and the Proxy by each of the Shareholders do not, and the performance of this
Agreement and the Proxy by each of the Shareholders will not: (A) conflict with
or violate any Law, order, decree or judgment applicable to any of the
Shareholders or by which he, she, it or they or any of his, her, its or their
properties are bound or affected; or (B) result in any breach of or constitute a
default or breach (immediately or after the giving of notice, passage of time,
or both) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of an Encumbrance on
any of the Subject Securities pursuant to, any Contract to which any of the
Shareholders is a party or by which any of the Shareholders or any of his, her
or its properties is bound or affected.
(ii) The execution and delivery of this Agreement
and the Proxy by each of the Shareholders do not, and the performance of this
Agreement and the Proxy by each of the Shareholders will not, require any
Consent of any Person.
(c) Title to Subject Securities. As of the date hereof, each
of the Shareholders Own in the aggregate (including shares owned of record and
shares owned beneficially) the number of issued and outstanding shares of
Company Common Stock set forth below such Shareholder's name on the signature
page hereof, and the number of options, warrants and other rights to acquire
shares of Company Common Stock set forth below such Shareholder's name on the
signature page hereof, and do not directly or indirectly Own, any shares of
capital stock of the Company, or any option, warrant or other right to acquire
any shares of capital stock of the Company, other than the shares and options,
warrants and other rights set forth below such Shareholder's name on the
signature page hereof.
(d) Accuracy of Representations. The representations and
warranties of each of the Shareholders contained in this Agreement are accurate
in all respects as of the date of this Agreement, will be accurate in all
respects at all times through the Expiration Date and will
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be accurate in all respects as of the date of the consummation of the Merger as
if made on that date.
6 Other Covenants of the Shareholders.
(a) Shareholders' Meeting and Pre-Closing Cooperation. Each of
the Shareholders, jointly and severally, covenants and agrees that (i) upon the
request of Acquiror, each Shareholder shall promptly take any and all actions
necessary or desirable to cause the Company Shareholders' Meeting to be held
pursuant to Section 702 of the Florida General Corporation Law, as amended, or
any other applicable law, and (ii) each Shareholder shall cause the Company to
perform all of the terms and conditions of the Reorganization Agreement to be
satisfied or performed by the Company on or before the Closing Date, including
the obligations under Sections 5 and 7 thereof.
(b) Further Assurances. At any time and from time to time
after the date hereof through the Closing Date, and without additional
consideration, each of the Shareholders will cooperate with Acquiror, take such
action and execute and deliver, or cause to be executed and delivered, such
additional or further transfers, assignments, endorsements, proxies, consents
and other instruments as Acquiror may reasonably request for the purpose of
effectively carrying out and furthering the intent of the Reorganization
Agreement, the Plan and this Agreement.
(c) Legend. Immediately after the execution of this Agreement
(and from time to time prior to the Expiration Date upon the acquisition by any
of the Shareholders (individually or jointly) of Ownership of any shares of
Company Common Stock), each of the Shareholders shall instruct the Company to
cause each certificate of such Shareholder evidencing any issued and outstanding
shares of Company Common Stock Owned by such Shareholder (individually or
jointly) to bear a legend in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED
OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE
TERMS AND CONDITIONS OF THE AGREEMENT DATED AS OF JANUARY ___, 1999, AS
IT MAY BE AMENDED, BY AND AMONG ____________________ AND SUNGARD DATA
SYSTEMS INC., A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE
OFFICES OF THE ISSUER.
7 Shareholders' Indemnification.
(a) Shareholders' Indemnification. Each of the Shareholders
shall, jointly and severally, indemnify and hold harmless Acquiror and all such
existing and future subsidiaries of Acquiror, including the Acquired Companies
Post-Closing (collectively, the "Acquiror Group"), and their respective
successors and assigns, and their respective directors, officers, employees,
agents and representatives, from and against any and all actions, suits, claims,
demands, debts, liabilities, obligations, losses, damages, costs and expenses,
including reasonable attorney's fees and court costs, arising out of or caused
by, directly or indirectly, any of the following:
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(i) Any misrepresentation, breach or failure of
any warranty or representation made by any of the Shareholders in or pursuant to
this Agreement or Proxy.
(ii) Any failure or refusal by any of the
Shareholders to satisfy or perform any covenant, term or condition of this
Agreement or the Proxy.
8 Miscellaneous.
(a) Survival of Representations, Warranties and Agreements.
All representations, warranties and agreements made by the Shareholders in this
Agreement shall survive (i) the consummation of the Merger and the other
Transactions, (ii) any termination of the Reorganization Agreement, and (iii)
the Expiration Date.
(b) Notices. All notices, consents or other communications
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally or one (1)
business day after being sent by a nationally recognized overnight delivery
service, postage or delivery charges prepaid or five (5) business days after
being sent by registered or certified mail, return receipt requested, postage
charges prepaid. Notices also may be given by prepaid facsimile and shall be
effective on the date transmitted if confirmed within 48 hours thereafter by a
signed original sent in one of the manners provided in the preceding sentence.
Notices to Acquiror shall be sent to its address stated on page one of this
Agreement to the attention of Acquiror's General Counsel, with a copy sent
simultaneously to the same address to the attention of Acquiror's Chief
Financial Officer. Notices to the Shareholders shall be sent to their respective
addresses stated on page one of this Agreement, with a copy sent simultaneously
to __________________________. Any party may change its address for notice and
the address to which copies must be sent by giving notice of the new addresses
to the other parties in accordance with this Section 8(b), provided that any
such change of address notice shall not be effective unless and until received.
(c) Entire Understanding. This Agreement and the other
agreements referred to herein, state the entire understanding among the parties
with respect to the subject matter hereof, and supersede all prior oral and
written communications and agreements, and all contemporaneous oral
communications and agreements, with respect to the subject matter hereof. This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties hereto.
(d) Waivers. Except as otherwise expressly provided herein, no
waiver with respect to this Agreement shall be enforceable unless in writing and
signed by the party against whom enforcement is sought. Except as otherwise
expressly provided herein, no failure to exercise, delay in exercising, or
single or partial exercise of any right, power or remedy by any party, and no
course of dealing between or among any of the parties, shall constitute a waiver
of or shall preclude any other for further exercise of, any right, power or
remedy.
(e) Severability. If any provision of this Agreement or any
part of any such provision is held under any circumstances to be invalid or
unenforceable in any jurisdiction,
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then (i) such provision or part thereof shall, with respect to such
circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible
extent, (ii) the invalidity or unenforceability of such provision or part
thereof under such circumstances and in such jurisdiction shall not affect the
validity or enforceability of such provision or part thereof under any other
circumstances or in any other jurisdiction, and (iii) the invalidity or
unenforceability of such provision or part thereof shall not affect the validity
or enforceability of the remainder of such provision or the validity or
enforceability of any other provision of this Agreement. Each provision of this
Agreement is separable from every other provision of this Agreement, and each
part of each provision of this Agreement is separable from every other part of
such provision.
(f) Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original hereof, and it shall not be necessary in making proof of this Agreement
to produce or account for more than one counterpart hereof.
(g) Section Headings. Section and subsection headings in this
Agreement are for convenience of reference only, do not constitute a part of
this Agreement, and shall not affect its interpretation.
(h) References. All words used in this Agreement shall be
construed to be of such number and gender as the context requires or permits.
(i) CONTROLLING LAW. THIS AGREEMENT IS MADE UNDER, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN,
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
(j) Jurisdiction and Process. In any action between or among
any of the parties, whether arising out of this Agreement or otherwise, (i) each
of the parties irrevocably consents to the exclusive jurisdiction and venue of
the federal and state courts located in the Commonwealth of Pennsylvania, (ii)
if any such action is commenced in a state court, then, subject to applicable
law, no party shall object to the removal of such action to any federal court
located in the Commonwealth of Pennsylvania, (iii) each of the parties
irrevocably waives the right to trial by jury, (iv) each of the parties
irrevocably consents to service of process by first class certified mail, return
receipt requested, postage prepaid, to the address at which such party is to
receive notice in accordance with Section 8(b), and (v) the prevailing parties
shall be entitled to recover their reasonable attorneys' fees and court costs
from the other parties.
(k) Non-exclusivity. The rights and remedies of Acquiror
hereunder are not exclusive of or limited by any other rights or remedies which
Acquiror may have, whether at law, in equity, by contract or otherwise, all of
which shall be cumulative (and not alternative).
(l) Bankruptcy Qualification. Each representation or warranty
made in or pursuant to this Agreement regarding the enforceability of any
Contract shall be qualified to
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the extent that such enforceability may be effected by bankruptcy, insolvency
and other similar Laws or equitable principles (but not those concerning
fraudulent conveyance) generally affecting creditors' rights and remedies.
(m) Construction. The parties hereto agree that any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party shall not be applied in the construction or interpretation of
this Agreement. As used in this Agreement, the words "include" and "including"
and variations thereof, shall not be deemed to be terms of limitation, but
rather shall be deemed to be followed by the words "without limitation".
(n) Assignment; Binding Effect. Except as provided herein,
neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by either of the parties hereto (whether by operation of law
or otherwise) without the prior written consent of the other party, except that
Acquiror may assign all or any of its rights hereunder to any wholly-owned
subsidiary of Acquiror. Subject to the preceding sentence, this Agreement shall
be binding upon each of the Shareholders and his, her or its heirs, successors
and assigns, and shall inure to the benefit of Acquiror and its successors and
assigns. Without limiting any of the restrictions set forth in Section 2 or
elsewhere in this Agreement, this Agreement shall be binding upon any Person to
whom any Subject Securities are transferred. Notwithstanding anything contained
in this Agreement to the contrary, nothing in this Agreement, expressed or
implied, is intended to confer on any Person other than the parties hereto or
their respective heirs, successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement.
(o) Specific Performance. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement was not performed in accordance with its specific terms or was
otherwise breached. It is accordingly agreed that Acquiror 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 proper
jurisdiction, this being in addition to any other remedy to which Acquiror is
entitled at law or in equity.
(p) Other Agreements and Independence of Obligations. Nothing
in this Agreement shall limit any of the rights or remedies of Acquiror or any
of the obligations of the Shareholders under any Affiliate Agreement between
Acquiror and any of the Shareholders or under any other agreement. The covenants
and obligations of the Shareholders set forth in this Agreement shall be
construed as independent of any other agreement or arrangement between any or
all of the Shareholders, on the one hand, and the Company or Acquiror, on the
other. The existence of any claim or cause of action by any or all of the
Shareholders against the Acquiror or the Company shall not constitute a defense
to the enforcement of any of such covenants or obligations against any or all of
the Shareholders.
[BALANCE OF PAGE INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, each of the undersigned has caused this Voting,
Cooperation and Indemnification Agreement to be executed as of the date first
stated above.
SUNGARD DATA SYSTEMS INC.
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President - Corporate Development
SHAREHOLDERS:
-------------------------------------
Name:
Address:
----------------------------
----------------------------
Facsimile:
----------------------------
Number of issued and outstanding shares of
Company Common Stock owned of record as of
the date of this Agreement:
-------------------------------------
Number of additional issued and outstanding
shares of Company Common Stock owned
beneficially (but not of record) as of the
date of this Agreement:
-------------------------------------
Number of options, warrants and other
rights to acquire shares of Company Common
Stock owned of record as of the date of
this Agreement:
-------------------------------------
Number of additional options, warrants and
other rights to acquire shares of Company
Common Stock owned beneficially (but not of
record) as of the date of this Agreement:
-------------------------------------
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-------------------------------------
Name:
Address:
---------------------------
---------------------------
Facsimile:
---------------------------
Number of issued and outstanding shares of
Company Common Stock owned of record as of
the date of this Agreement:
-------------------------------------
Number of additional issued and outstanding
shares of Company Common Stock owned
beneficially (but not of record) as of the
date of this Agreement:
-------------------------------------
Number of options, warrants and other
rights to acquire shares of Company Common
Stock owned of record as of the date of
this Agreement:
-------------------------------------
Number of additional options, warrants and
other rights to acquire shares of Company
Common Stock owned beneficially (but not of
record) as of the date of this Agreement:
-------------------------------------
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-------------------------------------
Name:
Address:
---------------------------
---------------------------
Facsimile:
---------------------------
Number of issued and outstanding shares of
Company Common Stock owned of record as of
the date of this Agreement:
-------------------------------------
Number of additional issued and outstanding
shares of Company Common Stock owned
beneficially (but not of record) as of the
date of this Agreement:
-------------------------------------
Number of options, warrants and other
rights to acquire shares of Company Common
Stock owned of record as of the date of
this Agreement:
-------------------------------------
Number of additional options, warrants and
other rights to acquire shares of Company
Common Stock owned beneficially (but not of
record) as of the date of this Agreement:
-------------------------------------
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EXHIBIT A
FORM OF IRREVOCABLE PROXY
IRREVOCABLE PROXY
The undersigned Shareholders of Flamingo Corp., a Florida corporation
(the "Company"), hereby irrevocably (to the fullest extent permitted by law)
appoint and constitute ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and Seagull, Inc., a
Delaware corporation ("Acquiror"), and each of them, the attorneys and proxies
of the undersigned with full power of substitution and resubstitution, to the
full extent of the undersigned's rights with respect to (i) the issued and
outstanding shares of capital stock of the Company owned of record by the
undersigned as of the date of this proxy, which shares are specified on the
final page of this proxy and (ii) any and all other shares of capital stock of
the Company which the undersigned (individually or jointly) may acquire after
the date hereof. (The shares of the capital stock of the Company referred to in
clauses (i) and (ii) of the immediately preceding sentence are collectively
referred to as the "Shares.") Upon the execution hereof, all prior proxies given
by the undersigned with respect to any of the Shares are hereby revoked, and no
subsequent proxies will be given with respect to any of the Shares.
This proxy is irrevocable, is coupled with an interest and is granted
in connection with the Voting, Cooperation and Indemnification Agreement, dated
as of the date hereof, between Acquiror and the undersigned (the "Agreement"),
and is granted in consideration of Acquiror entering into the Agreement and Plan
of Reorganization, dated as of the date hereof, among Acquiror, Flamingo
Acquisition Corp., a Florida corporation and wholly owned subsidiary of
Acquiror, and the Company (the "Reorganization Agreement"). Capitalized terms
used but not otherwise defined in this proxy have the meanings ascribed to such
terms in the Agreement.
The attorneys and proxies named above will be empowered, and may
exercise this proxy, at any time during the period from the date hereof through
the Expiration Date at any meeting of the shareholders of the Company, however
called, and at every adjournment or postponement thereof, or in any written
action by consent of shareholders of the Company, to (i) appear, or cause the
holder of record as of the Record Date to appear, at any annual or special
meeting of shareholders of the Company (including the Company's Shareholder
Meeting) for the purpose of establishing a quorum, and (ii) vote or cause to be
voted the shares (A) in favor of the Merger and the other Transactions, the
execution and delivery by the Company of the Reorganization Agreement and the
Plan and the adoption and approval of the terms thereof and in favor of the
Transactions and each of the other actions contemplated by the Reorganization
Agreement and the Plan and any action required in furtherance hereof and
thereof; (B) against any other action, agreement or transaction that would,
directly or indirectly, result in an Acquisition Transaction; and (C) against
any action, agreement or transaction that is intended or could reasonably be
expected (x) to facilitate a person other than the Acquiror in acquiring the
Company or (y) to impede, interfere with, delay, postpone, discourage or
materially adversely affect the consummation of the Merger.
The undersigned Shareholders may vote the Shares on all other matters.
A-1
This proxy shall be binding upon the heirs, successors and assigns of
the undersigned (including any transferee of any of the Shares).
Any term or provision of this proxy which is invalid or unenforceable
in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent
of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this proxy or affecting the
validity or enforceability of any of the terms or provisions of this proxy in
any other jurisdiction. If any provision of this proxy is so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is
enforceable.
This proxy shall terminate upon the Expiration Date.
Dated: January ___, 1999
SHAREHOLDERS:
--------------------------------
Name:
Number of shares of Company Common
Stock owned of record as of the
date of this proxy:
--------------------------------
--------------------------------
Name:
Number of shares of Company Common
Stock owned of record as of the
date of this proxy:
--------------------------------
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