EXHIBIT 99.2
FORM OF VOTING AGREEMENT AND IRREVOCABLE PROXY
VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement") is made and entered into as
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of March 12, 2000 between Aspect Development Inc., a Delaware corporation
("Company"), and the undersigned stockholder ("Stockholder") of i2 Technologies,
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Inc., a Delaware corporation ("Parent"). Capitalized terms used and not
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otherwise defined herein shall have the respective meanings set forth in the
Merger Agreement described below.
RECITALS
WHEREAS, pursuant to an Agreement and Plan of Reorganization dated as
of March 12, 2000 by and among Parent, Hoya Merger Corp., a Delaware corporation
and a wholly owned subsidiary of Parent ("Merger Sub"), and Company (such
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agreement as it may be amended is hereinafter referred to as the "Merger
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Agreement"), Parent has agreed to acquire the outstanding securities of Company
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pursuant to a statutory merger of Merger Sub with and into Company (the
"Merger") in which outstanding shares of capital stock of Company will be
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converted into shares of common stock of Parent as set forth in the Merger
Agreement (the "Transaction");
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WHEREAS, in order to induce Company to enter into the Merger Agreement
and consummate the Transaction, Parent has agreed to use its commercially
reasonable efforts to cause each stockholder of Parent who is an officer or
director of Parent to execute and deliver to Company a Parent Voting Agreement
upon the terms set forth herein; and
WHEREAS, Stockholder is the registered and beneficial owner (within
the meaning of Rule 13d-3 of the Exchange Act) of capital stock of Parent (which
capital stock (i) includes the shares referred to on the signature page hereto
and (ii) is referred to herein as the "Shares").
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NOW, THEREFORE, the parties agree as follows:
1. Agreement to Retain Shares.
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1.1 Transfer and Encumbrance.
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(a) Stockholder represents and warrants to Company that (i) Stockholder is
the beneficial owner of the Shares; (ii) the Shares constitute
Stockholder's entire interest in the outstanding capital stock and
voting securities of Parent; (iii) the Shares are, and will be at all
times up until the Expiration Date, free and clear of any liens,
claims, options, charges or other encumbrances; and (iv) Stockholder's
principal residence or place of business is accurately set forth on
the signature page hereto.
(b) Stockholder agrees not to permit to be transferred (except as may be
specifically required by court order or by operation of law, in which
case the transferee shall agree to be bound hereby), sold, exchanged,
pledged or otherwise disposed of or encumbered any Shares or any New
Shares (as defined below), at any time prior to the Expiration Date.
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As used herein, the term "Expiration Date" shall mean the earlier to
occur of (i) the Effective Time or (ii) termination of the Merger
Agreement in accordance with the terms thereof.
1.2 New Shares. Stockholder agrees that any shares of capital
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stock or voting securities of Parent that Stockholder purchases or with respect
to which Stockholder otherwise acquires beneficial ownership after the date of
this Agreement and prior to the Expiration Date ("New Shares") shall be subject
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to the terms and conditions of this Agreement to the same extent as if they
constituted Shares.
2. Agreement to Vote Shares. Prior to the Expiration Date, at every
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meeting of the stockholders of Parent at which any of the following matters is
considered or voted upon, and at every adjournment or postponement thereof, and
on every action or approval by written consent of the stockholders of Parent
with respect to any of the following matters, Stockholder shall cause the Shares
and any New Shares to be voted (i) in favor of approval of the issuance of
shares of Parent Common Stock pursuant to the Merger Agreement and in favor of
any proposal or action which would, or could reasonably be expected to,
facilitate the Merger, (ii) against any liquidation or winding up of Parent, and
(iii) against any other proposal or action which would, or could reasonably be
expected to, impede, frustrate, prevent, prohibit, delay or discourage the
Merger. Prior to the Expiration Date, Stockholder, as the holder of voting stock
of Parent, shall be present, in person or by proxy, and Stockholder shall use
Stockholder's best efforts to cause each other holder of record of any Shares or
New Shares to be present, in person or by proxy, at all meetings of stockholders
of Parent at which any matter referred to in this Section 2 is to be acted upon,
so that all Shares and New Shares are counted for the purposes of determining
the presence of a quorum at such meetings. Notwithstanding the foregoing,
nothing in this Agreement shall limit or restrict Stockholder from (i) acting in
his capacity as a director or officer of Parent, to the extent applicable, it
being understood that this Agreement shall apply to Stockholder solely in his
capacity as a stockholder of Parent or (ii) voting in his sole discretion on any
matter other than those matters referred to in this Section 2.
3. Irrevocable Proxy. Stockholder hereby agrees to timely cause to
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be delivered to Company one or more duly executed proxies in the form attached
hereto as Annex A (the "Proxy") by all record holders of all Shares and New
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Shares, such Proxy to cover the voting of all Shares and all New Shares prior to
the Expiration Date. In the event that Stockholder is unable to cause any such
Proxy to be provided in a timely manner, Stockholder hereby grants (and shall
immediately cause any such record holders to grant) Company and such other
record holders a power of attorney to execute and deliver such Proxy for and on
behalf of Stockholder, such power of attorney, which being coupled with an
interest, shall survive any death, disability, bankruptcy, or any other
impediment of Stockholder and such other record holders. Upon the execution of
this Agreement by Stockholder, Stockholder hereby revokes or shall immediately
cause to be revoked any and all prior proxies or powers of attorney given by
Stockholder or any other person or entity with respect to voting of the Shares
on the matters referred to in Section 2 and agrees not to permit to be granted
any subsequent proxies or powers of attorney with respect to the voting of the
Shares or any New Shares on the matters referred to in Section 2 until after the
Expiration Date.
4. Representations, Warranties and Covenants of Stockholder.
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Stockholder hereby represents, warrants and covenants to Company as follows:
(a) Stockholder has full power and legal capacity to execute and deliver
this Agreement and the Proxy and to perform its obligations hereunder
and thereunder. This Agreement and the Proxy have been duly and
validly executed and delivered by Stockholder and constitute the valid
and binding obligations of Stockholder, enforceable against
Stockholder in accordance with their terms, except as may be limited
by (i) the effect of bankruptcy, insolvency, conservatorship,
arrangement, moratorium or other laws affecting or relating to the
rights of creditors generally, or (ii) the rules governing the
availability of specific performance, injunctive relief or other
equitable remedies and general principles
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of equity, regardless of whether considered in a proceeding in equity
or at law. The execution and delivery of this Agreement and the Proxy
by Stockholder does not, and the performance of Stockholder's
obligations hereunder and thereunder will not, result in any breach of
or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, or give to others any right to
terminate, amend, accelerate or cancel any right or obligation under,
or result in the creation of any lien or encumbrance on any Shares or
New Shares pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or
obligation to which Stockholder is a party or by which Stockholder or
the Shares or New Shares are or will be bound or affected.
(b) Stockholder understands and agrees that if Stockholder or any other
record holder of any Shares or New Shares attempts to transfer, vote
or provide any other person with the authority to vote any of the
Shares or New Shares other than in compliance with this Agreement,
Parent shall not, and Stockholder hereby unconditionally and
irrevocably instructs Parent to not, permit any such transfer on its
books and records, issue a new certificate representing any of the
Shares or New Shares or record such vote unless and until Stockholder
shall have complied with the terms of this Agreement.
5. Additional Documents. Stockholder hereby covenants and agrees
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to (a) execute and deliver any additional documents (including correspondence
addressed to the NASD or other applicable Governmental Entity or regulatory
body) necessary or desirable, in the reasonable opinion of Company, to carry out
the purpose and intent of this Agreement and (b) to take such actions as Company
may request in good faith for the purpose of helping Parent to obtain an
exemption from compliance with applicable stockholder voting requirements of the
NASD in connection with the Merger, or otherwise to make arrangements such that
Parent need not solicit the vote or hold a meeting of its stockholders in
connection with the Merger or the issuance of shares of Parent Common Stock
pursuant thereto. Stockholder shall promptly inform Company of any communication
received by Stockholder from the NASD or other applicable Governmental Entity or
regulatory body relating to any of the matters referred to in this Section 5,
and Stockholder shall not communicate with the NASD or other applicable
Governmental Entity or regulatory body with respect to any of the matters
referred to in this Section 5 without Company's prior written consent.
6. Consent and Waiver. Stockholder hereby gives any consents or
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waivers that are reasonably required for the consummation of the Transaction
under the terms of any agreement to which Stockholder is a party or pursuant to
any rights Stockholder may have provided, however, that Stockholder shall not be
required by this Section 6 to give any consent or waiver in his capacity as a
director or officer of Parent.
7. Termination. This Agreement and the Proxy delivered in connection
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herewith and all obligations of Stockholder hereunder and thereunder shall
terminate and shall have no further force or effect as of the Expiration Date.
8. Confidentiality. Stockholder agrees (i) to hold any information
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regarding this Agreement and the Transaction in strict confidence, and (ii) not
to divulge any such information to any third person, except to the extent any of
the same is hereafter publicly disclosed by Parent.
9. Miscellaneous.
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9.1 Severability. If any term, provision, covenant or restriction of
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this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, then the remainder of the
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terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
9.2 Binding Effect and Assignment. This Agreement and all of the
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provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by either
of the parties without the prior written consent of the other. This Agreement is
intended to bind Stockholder solely as a securityholder of Parent only with
respect to the specific matters set forth herein.
9.3 Amendment and Modification. This Agreement may not be modified,
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amended, altered or supplemented except by the execution and delivery of a
written agreement executed by the parties hereto.
9.4 Specific Performance; Injunctive Relief. The parties hereto
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acknowledge that Company will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreements of
Stockholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to Company upon any such violation, Company
shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to Company at law
or in equity and Stockholder hereby waives any and all defenses which could
exist in its favor in connection with such enforcement and waives any
requirement for the security or posting of any bond in connection with such
enforcement.
9.5 Notices. All notices, requests, demands or other communications
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that are required or may be given pursuant to the terms of this Agreement shall
be in writing and shall be deemed to have been duly given (a) when delivered, if
delivered by hand, (b) one business day after transmitted, if transmitted by a
nationally recognized overnight courier service, (c) when telecopied, if
telecopied (which is confirmed), or (d) three business days after mailing, if
mailed by registered or certified mail (return receipt requested), to the
parties at the following addresses:
(a) If to Stockholder, at the address set forth below Stockholder's
signature at the end hereof.
(b) If to Company, to:
Aspect Development Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
Attention: Chief Executive Officer
Facsimile No: (000) 000-0000
Telephone No: (000) 000-0000
with a copy to:
Xxxxxx Godward LLP
0000 Xxxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx, Esq. and Xxxxx Xxxxx, Esq.
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
or to such other address as any party hereto may designate for itself by notice
given as herein provided.
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9.6 Governing Law. This Agreement shall be governed by, construed
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and enforced in accordance with the internal laws of the State of Delaware
without giving effect to the principles of conflicts of law thereof.
9.7 Entire Agreement. This Agreement and the Proxy contain the
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entire understanding of the parties in respect of the subject matter hereof, and
supersede all prior negotiations and understandings between the parties with
respect to such subject matter.
9.8 Counterpart. This Agreement may be executed in several
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counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
9.9 Effect of Headings. The section headings herein are for
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convenience only and shall not affect the construction or interpretation of this
Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.
ASPECT DEVELOPMENT INC. STOCKHOLDER
By:__________________________ ______________________________________
Name:________________________ (Signature)
Title:_______________________
______________________________________
(Signature of Spouse)
______________________________________
(Print Name of Stockholder)
______________________________________
(Print Xxxxxx Xxxxxxx)
______________________________________
(Print City, State and Zip)
______________________________________
(Print Telephone Number)
______________________________________
(Social Security or Tax I.D. Number)
Total Number of Shares of Parent Common Stock owned on the date hereof:
Common Stock:___________________________________
State of Residence:___________________________________
[SIGNATURE PAGE TO PARENT VOTING AGREEMENT]
ANNEX A
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IRREVOCABLE PROXY
TO VOTE STOCK OF
i2 TECHNOLOGIES, INC.
The undersigned stockholder of i2 Technologies, Inc., a Delaware
corporation ("Parent"), hereby irrevocably appoints the members of the Board of
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Directors of Aspect Development Inc., a Delaware corporation ("Company"), and
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each of them, or any other designee of Company, as the sole and exclusive
attorneys and proxies of the undersigned, with full power of substitution and
resubstitution, to vote and exercise all voting (to the full extent that the
undersigned is entitled to do so) with respect to all of the shares of capital
stock of Parent that now are or hereafter may be beneficially owned by the
undersigned, and any and all other shares or securities of Parent issued or
issuable in respect thereof on or after the date hereof (collectively, the
"Shares") in accordance with the terms of this Irrevocable Proxy. The Shares
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beneficially owned by the undersigned stockholder of Parent as of the date of
this Irrevocable Proxy are listed on the final page of this Irrevocable Proxy.
Upon the undersigned's execution of this Irrevocable Proxy, any and all prior
proxies given by the undersigned with respect to the voting of any Shares on the
matters referred to in the third full paragraph of this Irrevocable Proxy are
hereby revoked and the undersigned agrees not to grant any subsequent proxies
with respect to such matters until after the Expiration Date (as defined below).
This Irrevocable Proxy is irrevocable, is coupled with an interest,
and is granted in consideration of Company entering into that certain Agreement
and Plan of Reorganization (the "Merger Agreement") by and among Parent, Hoya
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Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Parent ("Merger Sub"), and Company, which Merger Agreement provides for the
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merger of Merger Sub with and into Company (the "Merger"). As used herein, the
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term "Expiration Date" shall mean the earlier to occur of (i) such date and time
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as the Merger shall become effective in accordance with the terms and provisions
of the Merger Agreement, and (ii) the date of termination of the Merger
Agreement.
The attorneys and proxies named above, and each of them are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting rights of the undersigned with respect to the Shares
(including, without limitation, the power to execute and deliver written
consents), at every annual, special or adjourned meeting of the stockholders of
Parent and in every written consent in lieu of such meeting (i) in favor of
approval of the issuance of shares of Parent common stock pursuant to the Merger
Agreement and in favor of any proposal or action which would, or could
reasonably be expected to, facilitate the Merger, (ii) against any liquidation
or winding up of Parent, and (iii) against any other proposal or action which
would, or could reasonably be expected to, impede, frustrate, prevent, prohibit,
delay or discourage the Merger.
The attorneys and proxies named above may not exercise this
Irrevocable Proxy on any other matter except as provided above. The undersigned
stockholder may vote the Shares on all other matters.
All authority herein conferred shall survive the death or incapacity
of the undersigned and any obligation of the undersigned hereunder shall be
binding upon the heirs, personal representatives, successors and assigns of the
undersigned.
If any term, provision, covenant or restriction of this Irrevocable
Proxy is held by a court of competent jurisdiction to be invalid, void or
unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Irrevocable Proxy shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
[Signature Page Follows]
This Irrevocable Proxy is coupled with an interest as aforesaid and is
irrevocable.
Dated: March __, 2000
_____________________________________
(Signature of Stockholder)
_____________________________________
(Print Name of Stockholder)
Shares beneficially owned:
_______________________ shares of
Parent Common Stock
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
