Exhibit 10.2
Voting Agreement
This VOTING AGREEMENT (the "Agreement"), dated as of September 15,
1999, is entered into by and between Align-Rite International, Inc., a
California corporation (the "Company"), and the other party listed on the
signature page hereof (the "Shareholder").
WHEREAS, the Company, AL Acquisition Corp. and Photronics, Inc.
("Parent") have entered into an Agreement and Plan of Merger of even date
herewith (the "Merger Agreement"), pursuant to which the parties thereto have
agreed, upon the terms and subject to the conditions set forth therein, to merge
Merger Sub with and into the Company (the "Merger");
WHEREAS, the Shareholder is willing to agree to vote the shares of
common stock, par value $.01 per share of Parent beneficially owned by him (the
"Shares") in favor of the Merger and otherwise in accordance with this
Agreement. Except as specified herein, terms defined in the Merger Agreement
are used herein as defined therein.
NOW, THEREFORE, in consideration of the foregoing and the agreements
set forth below, the parties hereto agree as follows:
1. Voting of Shares.
The Shareholder hereby agrees to vote (or cause to be voted) all of
the Shares (and any and all securities issued or issuable in respect thereof)
which such Shareholder is entitled to vote (or to provide his written consent
thereto), at any annual, special or other meeting of the shareholders of Parent,
and at any adjournment or adjournments thereof, or pursuant to any consent in
lieu of a meeting or otherwise:
(i) in favor of the Merger and the approval and adoption of the terms
contemplated by the Merger Agreement and any actions required in
furtherance thereof; and
(ii) against any action or agreement that could result in a breach of
any covenant, representation or warranty or any other obligation of Parent
under this Agreement or the Merger Agreement.
2. Representations and Warranties of Shareholder. The Shareholder
represents and warrants to the Company as follows:
2.1. Binding Agreement. The Shareholder has the capacity to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby. The Shareholder has duly and validly executed and delivered this
Agreement and this Agreement constitutes a legal, valid and binding obligation
of the Shareholder, enforceable against the Shareholder in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws affecting creditors' rights
generally and by general equitable principles (regardless of whether
enforceability is considered in a proceeding in equity or at law).
2.2. No Conflict. Neither the execution and delivery of this Agreement
nor the compliance with any of the provisions hereof by the Shareholder (a)
requires any consent, approval, authorization or permit of registration,
declaration or filing (except for filings under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) with, or notification to, any
governmental entity, (b) results in a default (or an event which, with notice or
lapse of time or both, would become a default) or gives rise to any right of
termination by any third party, cancellation, amendment or acceleration under
any contract, agreement, instrument, commitment, arrangement or understanding,
or results in the creation of a security interest, lien, charge, encumbrance,
equity or claim with respect to any of the Shares, (c) requires any consent,
authorization or approval of any person other than a governmental entity which
has not been obtained, or (d) violates or conflicts with any order, writ,
injunction, decree or law applicable to the Shareholder or the Shares.
3. Specific Enforcement. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with the terms hereof or were otherwise breached and
that each party shall be entitled to seek specific performance of the terms
hereof, in addition to any other remedy which may be available at law or in
equity.
4. Termination. This Agreement shall terminate on the earlier of (i) the
termination of the Merger Agreement, (ii) the agreement of the parties hereto to
terminate this Agreement, and (iii) consummation of the Merger.
5. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given upon (a) transmitter's confirmation of a
receipt of a facsimile transmission, (b) confirmed delivery by a standard
overnight carrier or when delivered by hand or (c) the expiration of five
business days after the day when mailed by certified or registered mail, postage
prepaid, addressed at the following addresses (or at such other address for a
party as shall be specified by like notice):
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If to Company, to:
Align-Rite International Holdings, Inc.
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Attention: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
with a copy to:
O'Melveny & ▇▇▇▇▇ LLP
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
If to Shareholder, to the Shareholder at:
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with a copy to:
Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
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Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
6. Entire Agreement. This Agreement (including the documents and
instruments referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, between
the parties, with respect to the subject matter hereof.
7. Consideration. This Agreement is granted in consideration of the
execution and delivery of the Merger Agreement by the Company.
8. Amendment. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement by
the parties hereto.
9. Successors and Assigns. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the other
parties hereto.
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This Agreement will be binding upon, inure to the benefit of and be enforceable
by each party and such party's respective heirs, beneficiaries, executors,
representatives and permitted assigns; provided, that the Company may assign, in
its sole discretion, its rights and obligations hereunder to any affiliate of
the Company, but no such assignment shall relieve the Company of its obligations
hereunder if such assignee does not perform such obligations.
10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
11. Governing Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the laws of the State of
Connecticut (without giving effect to the provisions thereof relating to
conflicts of law).
12. Public Announcements. Shareholder shall not issue any press release or
other statement with respect to the transactions contemplated by this Agreement
and the Merger Agreement without the prior written consent of the Company.
13. Severability. Any term or provision of this Agreement 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
Agreement or affecting the validity or enforceability of any of the terms of
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.
14. Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
15. Shareholder Capacity. Shareholder makes no agreement or understanding
herein in his capacity as a director or officer of Parent. The Shareholder
signs solely in his capacity as the record holder and beneficial owner of the
Shares and nothing herein shall restrict Shareholder in the exercise of his
fiduciary duties as a director or officer of Parent.
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IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the Shareholder and a duly authorized officer of Parent on the day
and year first written above.
ALIGN-RITE INTERNATIONAL, INC.
By:________________________________
Title:
___________________________________
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