EXHIBIT J
VOTING AGREEMENT
This Voting Agreement ("Agreement") is entered into as of January 24, 1997
between Electro Scientific Industries, Inc., an Oregon corporation ("ESI"), and
the shareholder of Dynamotion/ATI Corp., a New York corporation ("Dynamotion"),
identified on the signature page of this Agreement as Shareholder
("Shareholder").
RECITALS
A. ESI, Dynamotion, Dynamotion Merger Corp., a New York corporation wholly
owned by ESI ("Merger Corp."), and certain key shareholders of Dynamotion are
parties to an Agreement of Reorganization and Merger dated as of January 24,
1997 (the "Merger Agreement").
B. The Merger Agreement and the transactions contemplated thereby
(including the merger of Dynamotion into Merger Corp. (the "Merger")) must be
approved by holders of the requisite percentages of the outstanding shares of
capital stock of Dynamotion entitled to vote upon the Merger (such shares of
capital stock, the "Voting Dynamotion Securities") at a special meeting of
Dynamotion's shareholders (the "Special Meeting") called for the purpose of
approving the Merger, all in accordance with the requirements of the New York
Business Corporation Law, Dynamotion's Certificate of Incorporation, and
Dynamotion's Bylaws.
C. The Merger Agreement provides that, in connection with the Merger,
Dynamotion will also submit for shareholder approval at the Special Meeting, a
proposal (the "Conversion Proposal") to amend the terms of certain outstanding
convertible preferred stock of Dynamotion so that, among other things, all
shares of such convertible preferred stock will automatically convert into
shares of Common Stock, par value $0.04 per share, of Dynamotion immediately
before the Merger takes effect.
D. ESI has also required in the Merger Agreement that Shareholder execute
and deliver to ESI and Merger Corp. this Agreement.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1. Voting Agreement. At the Special Meeting, Shareholder will, in person
or by proxy, vote all of Shareholder's shares of Dynamotion Voting Securities in
favor of approving the Conversion Proposal and the Merger. Shareholder will also
vote all other Voting Dynamotion Securities over which such Shareholder may have
voting rights, whether as custodian for a minor, by proxy, or otherwise, in
favor of approving the Conversion Proposal and the Merger.
2. Specific Enforcement of Voting Agreement. Shareholder expressly
acknowledges that damages alone will not be adequate remedy for any breach by
Shareholder of this
Agreement and that ESI, in addition to any other remedies it may have, will be
entitled as a matter of right, to injunctive relief, including specific
performance, in any court of competent jurisdiction with respect to any actual
or threatened breach by Shareholder of the provisions of this Agreement.
3. Termination. This Agreement, and all rights and obligations of the
parties hereunder, will terminate upon the first to occur of (a) the Effective
Time of the Merger, or (b) the date upon which the Merger Agreement is
terminated in accordance with its terms.
4. General Provisions.
4.1 Amendment. The provisions of this Agreement may be amended or
waived only by an instrument in writing signed by the party against which
enforcement of such amendment or waiver is sought.
4.2 Governing Law. The construction and performance of this
Agreement will be governed by the laws of the state of Oregon, exclusive of
choice of law rules.
4.3 Entire Agreement. This Agreement embodies the entire agreement
of the parties with respect to its subject matter and supersedes all prior or
contemporaneous understandings and agreements, whether oral or written,
regarding its subject matter.
4.4 Counterparts. This Agreement may be executed in counterparts,
each of which will be deemed to be an original but both of which together will
constitute one and the same Agreement.
4.5 Agreement Contingent. The parties hereto expressly agree that
this Agreement and all of its terms and provisions will be of no force or effect
until the execution and delivery of the Merger Agreement by each of the parties
thereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
ELECTRO SCIENTIFIC INDUSTRIES, INC.
By: XXXXX X. XXXXXX
Title: Senior Vice President
SHAREHOLDER
DYNAMOTION INVESTMENT L.L.C.
By: XXXXX X. XXXXXXXXX
Title: Manager
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
ELECTRO SCIENTIFIC INDUSTRIES, INC.
By: XXXXX X. XXXXXX
Title: Senior Vice President
SHAREHOLDER
XXXXXXXX XXXXXXXXX
(Signature)
Xxxxxxxx Xxxxxxxxx
Name (Print)
