EXHIBIT 10.24
The following form of Voting Agreement dated as of June __, 1997 was
executed by the following parties to the Stock Purchase Agreement relating to
the sale of the Registrant's Series G Preferred Stock (Exhibit 10.23 hereto):
[TO COME]
VOTING AGREEMENT
The undersigned, __________________________________ (the
"Shareholder"), in the Shareholder's capacity as the holder of _______ shares of
the Series G Preferred Stock (the "Series G Stock") of Trikon Technologies,
Inc., a California corporation (the "Company"), and as an inducement to the
Company to enter into that certain Stock Purchase Agreement dated as of June
___, 1997 and to issue shares of the Series G Stock of the Company pursuant
thereto, hereby agrees with the Company as follows:
1. Agreement to Vote Series G Stock on Certain Matters. At any and
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all meetings of the shareholders of the Company (or with respect to any written
consent solicited in lieu thereof), the Shareholder agrees to vote (or give its
written consent in lieu thereof with respect to) all of the Series G Stock held
by the Shareholder in favor of any proposal approved by the Board of Directors
of the Company (the "Board") and submitted to the holders of the Common Stock of
the Company for their approval; provided, however, that the Shareholder shall be
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so obligated to vote in favor of any such proposal only (a) in connection with a
vote, required by the California Corporations Code or otherwise by law, of the
holders of the Series G Stock voting alone as a separate class, and (b) if such
proposal is additionally subject (or specifically made subject by the Board) to
approval (and is in fact approved) by the outstanding shares of Common Stock and
Series G Stock voting together as if a single class (with the Series G Stock
voting on an as-converted basis), in which case this Voting Agreement shall not
be applicable to such vote of the Series G Stock when so voting together with
the Common Stock as if a single class (but shall only be applicable to such
separate class vote of the Series G Stock alone), and provided, further, that
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this Voting Agreement shall not be applicable to any separate class vote of the
Series G Stock required pursuant to the Certificate of Determination, as filed
with the California Secretary of State, setting forth the rights, preferences,
privileges and restrictions of the Series G Stock, and shall only be applicable
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in connection with a vote required by the California Corporations Code or
otherwise by law and not required by such Certificate of Determination.
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2. Term. The term of this Agreement shall commence upon the date
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hereof and shall expire on that date which is ten years thereafter.
3. Legend. All certificates representing the Common Stock shall be
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endorsed with substantially the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
AND CONDITIONS OF A VOTING AGREEMENT DATED AS OF JUNE ___, 1997
EXECUTED BY THE HOLDER OF THIS CERTIFICATE IN FAVOR OF THE COMPANY.
COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST
MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF
THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. "
4. Transfers. This Voting Agreement shall be binding upon any
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transferee(s) of the Series G Stock. The Company may require any such
transferee(s) to execute a counterpart of this Voting Agreement as a condition
to the issuance of a new share certificate upon transfer.
5. Enforceability/Severability. The parties hereto agree that each
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provision of this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law. If any provision of this Agreement
shall nevertheless be held to be prohibited by or invalid under applicable law,
(a) such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement, and (b) the parties shall, to the extent
permissible by applicable law, amend this Agreement, to the extent in good faith
practicable, so as to make effective and enforceable to the maximum extent
possible the intent of this Agreement.
6. Amendments and Waivers. Any term hereof may be amended and the
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observance of any term hereof may be waived only with the written consent of the
Company and the holders of at least two-thirds (2/3) of the Company's Series G
Stock at the time outstanding.
IN WITNESS WHEREOF, this Voting Agreement has been executed by the
undersigned to be effective as of June __, 1997.
TRIKON TECHNOLOGIES, INC.
By: ______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Chief Executive Officer
__________________________________
_____________________, Shareholder
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