Exhibit 10.30
VOTING AGREEMENT
THIS AGREEMENT is made as of the ___th day of ________, 2000 by and
among ValueClick, Inc., a Delaware corporation (the "COMPANY"), Xxxxxxx X.
Xxxxx, Xxxxx Xxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxx (together the
"STOCKHOLDERS") and DoubleClick Inc., a Delaware corporation (the "INVESTOR").
1. AGREEMENT TO VOTE. During the term of this Agreement, the
Stockholders agree to vote all of the shares of the Company's voting securities
now or hereafter owned by them, whether beneficially or otherwise (the
"SHARES"), at any regular or special meeting of stockholders of the Company, or,
in lieu of any such meeting, to give their written consent, as provided in
paragraph 2 below.
2. VOTING EVENTS. If there shall be submitted to the stockholders of
the Company any proposal concerning: the election or removal of directors of the
Company, then the Stockholders shall vote or act with respect to the Shares in
the manner provided below:
With respect to the designee(s) to be selected by the Investor, the
Stockholders agree that they will vote all of their Shares in favor of:
(a) 2 designees of the Investor upon the effective date of this
Agreement; PROVIDED HOWEVER, that if the Company's Board of Directors shall
consist of more than 9 members, then the number of Investor designees shall be
proportional to Investor's equity ownership in the Company rounded down to the
nearest whole number; and PROVIDED FURTHER, that if the number of shares of
Company Common Stock held by the Investor decreases below 22 percent, then the
number of Investor designees shall be decreased to be proportional to Investor's
equity ownership in the Company rounded down to the nearest whole number;
(b) 3 designees of the Investor upon the exercise in full by the
Investor of the Common Stock Purchase Warrant dated ________, 2000; PROVIDED
HOWEVER, that if the Company's Board of Directors shall consist of more than 9
members, then the number of Investor designees shall be proportional to
Investor's equity ownership in the Company rounded down to the nearest whole
number; and PROVIDED FURTHER, that if the number of shares of Company Common
Stock held by the Investor decreases below 33 percent, then the number of
Investor designees shall be decreased to be proportional to Investor's equity
ownership in the Company rounded down to the nearest whole number; and
(c) 1 designee of the Investor so long as Investor holds at least
10% of the Company's outstanding capital stock (on a fully diluted basis), as
adjusted for stock split, stock dividends, stock combinations and the like.
A vote taken to remove any director elected pursuant to this Section 2.1, or to
fill any vacancy created by the resignation or death of a director elected
pursuant to this Section 2.1, shall also be subject to the relevant provisions
of this Section 2.1.
3. SUCCESSORS IN INTEREST. The provisions of this Agreement shall be
binding upon the successors in interest of the Investor and Stockholders to any
of the Shares, so long as such successor holds at least 5% of the fully diluted
outstanding shares of the Company's Common Stock. The Company shall not permit
the transfer of any Shares on its books or issue a new certificate representing
any shares unless and until the person to whom such security is to be
transferred shall have executed a written agreement, satisfactory in form and
substance to the nontransferring Investors and Stockholders, as the case may be,
pursuant to which such person becomes a party to this Agreement and agrees to be
bound by all the provisions hereof as if such person was an Investor or
Stockholder, as the case may be, hereunder.
4. LEGEND. Each certificate representing any Shares shall be endorsed
by the Company with a legend reading as follows:
THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT,
DATED AS OF ___________, 2000 (A COPY OF WHICH MAY BE OBTAINED
FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH
SHARES THE PERSON ACCEPTING AN INTEREST CONSTITUTING 5% OR
MORE OF THE THEN OUTSTANDING VOTING SECURITIES OF THE COMPANY,
SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE
PROVISIONS OF SAID VOTING AGREEMENT.
This legend shall be removed upon the sale of the Shares evidenced thereby
through a broker-dealer sale or through a registered offering.
5. AMENDMENTS AND WAIVERS. Any term hereof may be amended and the
observance of any term hereof may be waived (either generally or in a particular
instance and either retroactively or prospectively) only with the written
consent of (i) Stockholders holding a majority of the Shares held by all
Stockholders and (ii) Investors holding a majority of the Shares held by all the
Investors.
6. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be effective
only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
7. GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of Delaware.
8. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
9. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided in
this Agreement, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors and assigns of the parties thereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year herein above first written.
COMPANY:
VALUECLICK, INC
By:
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Name:
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Its:
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STOCKHOLDERS:
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Xxxxxxx X. Xxxxx
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Xxxxx Xxxxxx
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Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxx
INVESTOR:
DOUBLECLICK INC.
By:
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Name:
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Its:
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[Signature Page to Voting Agreement]
