EXHIBIT II
VOTING AGREEMENT
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In consideration of Texas Instruments Incorporated, a Delaware corporation
("Parent"), Burma Acquisition Corp., a Delaware corporation ("Subsidiary"), and
Xxxx-Xxxxx Corporation, a Delaware corporation (the "Company"), entering into on
the date hereof a Merger Agreement, dated as of the date hereof (the "Merger
Agreement"), pursuant to which Merger Sub, upon the terms and subject to the
conditions thereof, will merge with and into the Company (the "Merger"), and
each outstanding share of Company Common Stock will be converted into the right
to receive the Merger Consideration (as defined in the Merger Agreement) in
accordance with the terms of the Merger Agreement, each of the undersigned
holders (each, a "Stockholder") of shares of Company Common Stock agrees with
each of Parent, Merger Sub and the Company as follows:
1. During the period (the "Agreement Period") beginning on the date
hereof and ending on the earlier of (i) the Effective Time (as defined in the
Merger Agreement), and (ii) the date of termination of the Merger Agreement in
accordance with its terms, each Stockholder hereby agrees to vote the shares of
Company Common Stock set forth opposite its name in Schedule A hereto (the
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"Schedule A Securities") to approve and adopt the Merger Agreement and the
Merger (provided that the Stockholder shall not be required to vote in favor of
the Merger Agreement or the Merger if the Merger Agreement has, without the
consent of the Stockholder, been amended in any manner that is material and
adverse to such Stockholder) and any actions directly and reasonably related
thereto at any meeting or meetings of the stockholders of the Company, and at
any adjournment thereof or pursuant to action by written consent, at or by which
such Merger Agreement, or such other actions, are submitted for the
consideration and vote of the stockholders of the Company so long as such
meeting is held (including any adjournment thereof) or written consent adopted
prior to the termination of the Agreement Period.
2. During the Agreement Period, each Stockholder hereby agrees that such
Stockholder shall not enter into any voting agreement or grant a proxy or power
of attorney with respect to the Schedule A Securities in any manner inconsistent
with the obligations of such Stockholder under this Agreement.
3. Each Stockholder hereby represents and warrants to Parent and Merger
Sub that as of the date hereof:
(a) Such Stockholder (i) owns beneficially all of the shares of
Company Common Stock set forth opposite the Stockholder's name in Schedule
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A hereto, (ii) has the full and unrestricted legal power, authority and
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right to enter into, execute and deliver this Voting Agreement without the
consent or approval of any other person, and (iii) has not entered into any
voting agreement or other similar agreement with or granted any person any
proxy (revocable or irrevocable) in respect of such shares (other than this
Voting Agreement).
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(b) This Voting Agreement is the valid and binding agreement of such
Stockholder.
(c) No investment banker, broker or finder is entitled to a commission
or fee from such Stockholder or the Company in respect of this Voting
Agreement based upon any arrangement or agreement made by or on behalf of
the Stockholder.
4. If any provision of this Voting Agreement shall be invalid or
unenforceable under applicable law, such provision shall be ineffective to the
extent of such invalidity or unenforceability only, without in any way affecting
the remaining provisions of this Voting Agreement.
5. This Voting Agreement may be executed in two or more counterparts each
of which shall be an original with the same effect as if the signatures hereto
and thereto were upon the same instrument.
6. The parties hereto agree that if, for any reason, any party hereto
shall have failed to perform its obligations under this Voting Agreement, then
the party seeking to enforce this Voting Agreement against such non-performing
party shall be entitled to specific performance and injunctive and other
equitable relief, and the parties hereto further agree to waive any requirement
for the securing or posting of any bond in connection with the obtaining of any
such injunctive relief. This provision is without prejudice to any other rights
or remedies, whether at law or in equity, that any party hereto may have against
any other party hereto for any failure to perform its obligations under this
Voting Agreement.
7. This Voting Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.
8. Each Stockholder will, upon request, execute and deliver any
additional documents deemed by Parent to be reasonably necessary or desirable to
complete and effectuate the covenants contained herein.
9. This Agreement shall terminate upon the termination of the Agreement
Period.
10. No Stockholder shall sell, assign, encumber or otherwise dispose of,
or enter into any contract, option or other arrangement or understanding in
respect of the direct or indirect sale, assignment, transfer, encumbrance or
other disposition of, any Schedule A Securities during the term of this
Agreement unless such Stockholder first provides written notice thereof to
Parent and obtains a written agreement of the proposed transferee to be bound by
the terms of this Agreement.
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11. Parent, Merger Sub and the Company understand and agree that this
Agreement pertains only to each Stockholder and not to any of its affiliates, if
any, or advisers.
12. Parent, Merger Sub and the Company severally, but not jointly,
represent and warrant to each Stockholder that there is no agreement,
understanding or commitment, written or oral, to pay any consideration directly
or indirectly in connection with the Merger or otherwise to or for the benefit
of any holder of Company Common Stock or options thereon other than as set forth
in the Merger Agreement (except, in the case of directors, employees, agents,
customers, suppliers or contractors of the Company who are also holders, such
consideration as is payable by the Company in the ordinary course of business,
and except for amounts payable to officers, directors or employees in connection
with or pursuant to any options or option, stock purchase, stock ownership or
other employee benefit plans or agreements).
13. Neither Parent, Merger Sub nor the Company will enter into any
agreement with any other stockholder of the Company having a purpose or effect
substantially similar to that of this Voting Agreement on financial terms (in
respect of such other stockholder) more favorable than the terms of this Voting
Agreement.
14. Any Stockholder who is also a director or officer of the Company will
not, by execution of this Agreement, be precluded from exercising his fiduciary
duties under applicable Law in his capacity as a director or officer with
respect to the Company and nothing herein will limit or affect, or give rise to
any liability to a Stockholder by virtue of any actions taken by such
Stockholder in his or her capacity as a director or officer of the Company.
15. Nothing contained in this Voting Agreement shall be deemed to
vest in Parent, Merger Sub or the Company any direct or indirect ownership or
incidence of ownership of or with respect to any Schedule A Securities. All
rights, ownership and economic benefits of and relating to the Schedule A
Securities shall remain and belong to the applicable Stockholder and neither
Parent, Merger Sub nor the Company shall have any power or authority to direct
any Stockholder in the voting of any Schedule A Securities or the performance by
any Stockholder of its duties or responsibilities as a stockholder of the
Company, except as otherwise provided herein.
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IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement
as of June 21, 2000.
TEXAS INSTRUMENTS INCORPORATED
By: /s/ X. Xxxxxx Self
--------------------------------
Name: X. Xxxxxx Self
Title: Senior Vice President and
Controller
BURMA ACQUISITION CORP.
By: /s/ X. Xxxxxx Self
--------------------------------
Name: X. Xxxxxx Self
Title: Treasurer
XXXX-XXXXX CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chairman, President and
CEO
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STOCKHOLDERS:
/s/ Xxxxxx X. Xxxxx Xx.
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Xxxxxx X. Xxxxx, Xx.*
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxxxx Xx.
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Xxxx X. Xxxxxxxx, Xx.
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ J. Xxxxx Xxxxxx
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J. Xxxxx Xxxxxx
*Individually and (i) as trustee of Trust Agreement dated October 3, 1998,
under the last will and testament of Xxxxx X. Xxxxx for the benefit of Xxxx X.
Xxxxx, (ii) as trustee of Trust Agreement dated October 3, 1998, under the last
will and testament of Xxxxx X. Xxxxx for the benefit of Xxxxx X. Xxxxx
Xxxxxxxxxx and (iii) as general partner of Xxxxx Investment Management Limited
Partnership.
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SCHEDULE A
TO
VOTING AGREEMENT
Stockholder Class Number of Shares
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Xxxxxx X. Xxxxx, Xx.* Common 16,527,631
Xxxx X. Xxxxxxxx, Xx. Common 167,397
Xxxxxxx X. Xxxxxxx Common 50,625
Xxxxx X. Xxxxxx Common 40,000
Xxxxxxx X. Xxxxxxx Common 0
J. Xxxxx Xxxxxx Common 0
*Individually and (i) as trustee of Trust Agreement dated October 3, 1998,
under the last will and testament of Xxxxx X. Xxxxx for the benefit of Xxxx X.
Xxxxx, (ii) as trustee of Trust Agreement dated October 3, 1998, under the last
will and testament of Xxxxx X. Xxxxx for the benefit of Xxxxx X. Xxxxx
Smallhouse and (iii) as general partner of Xxxxx Investment Management Limited
Partnership.
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