EXHIBIT 2.2
EXECUTION COPY
PARENT VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of
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July 26, 2000, among GO2NET, INC., a Delaware corporation ("Company"), and the
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undersigned stockholder (the "Stockholder") of InfoSpace, INC., a Delaware
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corporation ("Parent").
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RECITALS
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A. The Company, Merger Sub (as defined below) and Parent have entered
into an Agreement and Plan of Reorganization of even date herewith (the
"Reorganization Agreement"), which provides for the merger (the "Merger") of
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Giants Acquisition Corp., a wholly-owned subsidiary of Parent ("Merger Sub"),
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with and into the Company. Pursuant to the Merger, all outstanding capital
stock of the Company shall be converted into common stock of Parent, as set
forth in the Reorganization Agreement;
B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such
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number of shares of the outstanding capital stock of the Parent and shares
subject to outstanding options as is indicated on the signature page of this
Agreement; and
C. In consideration of the execution of the Reorganization Agreement by
Company, Stockholder (in his or her capacity as such) agrees to vote the Shares
(as defined below) and other such shares of capital stock of Parent over which
Stockholder has voting power so as to facilitate consummation of the Merger.
NOW, THEREFORE, intending to be legally bound, the parties hereto agree as
follows:
1. Certain Definitions. Capitalized terms not defined herein shall have
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the meanings ascribed to them in the Reorganization Agreement. For purposes of
this Agreement:
(a) "Expiration Date" shall mean the earlier to occur of (i) such
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date and time as the Reorganization Agreement shall have been terminated
pursuant to Article VII thereof, or (ii) such date and time as the Merger shall
become effective in accordance with the terms and provisions of the
Reorganization Agreement.
(b) "Person" shall mean any (i) individual, (ii) corporation, limited
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liability company, partnership or other entity, or (iii) governmental authority.
(c) "Shares" shall mean: (i) all securities of Parent (including all
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shares of Parent Common Stock and all options, warrants and other rights to
acquire shares of Parent Common Stock) owned by Stockholder as of the date of
this Agreement; and (ii) all additional securities of the Parent (including all
additional shares of Parent Common Stock and all additional options, warrants
and other rights to acquire shares of Parent Common Stock) of which Stockholder
acquires ownership during the period from the date of this Agreement through the
Expiration Date.
(d) Transfer. A Person shall be deemed to have effected a "Transfer"
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of a security if such person directly or indirectly: (i) sells, pledges,
encumbers, grants an option with respect to, transfers or disposes of such
security or any interest in such security; or (ii) enters into an agreement or
commitment providing for the sale of, pledge of, encumbrance of, grant of an
option with respect to, transfer of or disposition of such security or any
interest therein.
2. Transfer of Shares.
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(a) Transferee of Shares to be Bound by this Agreement. Stockholder
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agrees that, during the period from the date of this Agreement through the
Expiration Date, Stockholder shall not cause or permit any Transfer of any of
the Shares to be effected unless each Person to which any of such Shares, or any
interest in any of such Shares, is or may be transferred shall have: (a)
executed a counterpart of this Agreement and a proxy in the form attached hereto
as Exhibit A (with such modifications as Company may reasonably request); and
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(b) agreed in writing to hold such Shares (or interest in such Shares) subject
to all of the terms and provisions of this Agreement.
(b) Transfer of Voting Rights. Stockholder agrees that, during the
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period from the date of this Agreement through the Expiration Date, Stockholder
shall not deposit (or permit the deposit of) any Shares in a voting trust or
grant any proxy or enter into any voting agreement or similar agreement in
contravention of the obligations of Stockholder under this Agreement with
respect to any of the Shares.
3. Agreement to Vote Shares. At every meeting of the stockholders of
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Parent called, and at every adjournment thereof, and on every action or approval
by written consent of the stockholders of Parent, Stockholder (in his or her
capacity as such) shall cause the Shares to be voted in favor of the Share
Issuance. Notwithstanding any provision of this Agreement to the contrary,
nothing in this Agreement shall limit or restrict Stockholder from acting in
Stockholder's capacity as a director or officer of Parent (it being understood
that this Agreement shall apply to Stockholder solely in Stockholder's capacity
as a stockholder of Parent) or voting in Stockholder's sole discretion on any
matter other than those matters referred to in the preceding sentence.
4. Irrevocable Proxy. Concurrently with the execution of this Agreement,
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Stockholder agrees to deliver to Company a proxy in the form attached hereto as
Exhibit A (the "Proxy"), which shall be irrevocable to the fullest extent
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permissible by law, with respect to the Shares.
5. Representations and Warranties of the Stockholder. Stockholder (i) is
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the beneficial owner of the shares of Parent Common Stock and the options to
purchase shares of Parent Common Stock indicated on the signature page of this
Agreement, which are free and clear of any liens, adverse
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claims, charges or other encumbrances (except any such encumbrances arising
under securities laws); (ii) does not beneficially own any securities of the
Parent other than the shares of Parent Common Stock and options to purchase
shares of Parent Common Stock indicated on the signature page of this Agreement;
and (iii) has full power and authority to make, enter into and carry out the
terms of this Agreement and the Proxy.
6. Additional Documents. Stockholder (in his or her capacity as such)
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and Company hereby covenant and agree to execute and deliver any additional
documents necessary or desirable, in the reasonable opinion of Company, to carry
out the intent of this Agreement.
7. Legending of Shares. If so requested by Company, Stockholder agrees
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that the Shares shall bear a legend stating that they are subject to this
Agreement and to an irrevocable proxy.
8. Termination. This Agreement and the Proxy delivered in connection
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herewith shall terminate and shall have no further force or effect as of the
Expiration Date.
9. Miscellaneous.
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(a) 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 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.
(b) 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 prior written consent of the other.
(c) Amendments and Modification. This Agreement may not be modified,
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amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
(d) Specific Performance; Injunctive Relief. The parties hereto
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acknowledge that Company shall be irreparably harmed and that there shall 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.
(e) Notices. All notices and other communications pursuant to this
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Agreement shall be in writing and deemed to be sufficient if contained in a
written instrument and shall be deemed given if delivered personally,
telecopied, sent by nationally-recognized overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following address (or at such other address for a party as shall
be specified by like notice):
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If to Company:
Go2Net, Inc.
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Chief Executive Officer
Telecopy No.:
with a copy to:
Xxxxxxxx, Xxxxxxx & Xxxxxxx, A Professional Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telecopy No.: (000) 000-0000
If to Stockholder: To the address for notice set forth on the signature
page hereof.
(f) Governing Law. This Agreement shall be governed by the laws of the
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State of Delaware, without reference to rules of conflicts of law.
(g) Entire Agreement. This Agreement and the Proxy contain the entire
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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.
(h) Effect of Headings. The section headings are for convenience only and
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shall not affect the construction or interpretation of this Agreement.
(i) Counterparts. This Agreement may be executed in several counterparts,
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each of which shall be an original, but all of which together shall constitute
one and the same agreement.
(j) No Obligation to Exercise Options. Notwithstanding any provision of
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this Agreement to the contrary, nothing in this Agreement shall obligate
Stockholder to exercise any option, warrant or other right to acquire shares of
Parent Common Stock.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year first above written.
GO2NET, INC. STOCKHOLDER
By: _________________________________________ By: _________________________________________
Signature of Authorized Signatory Signature
Name: Xxxxxxx X. Xxxxxxxx Name: _______________________________________
Title: Chairman and Chief Executive Officer Title: ______________________________________
_____________________________________________
_____________________________________________
Print Address
_____________________________________________
Telephone
_____________________________________________
Facsimile No.
Share beneficially owned:
______________ shares of Parent Common Stock
______________ shares of Parent Common Stock
issuable upon exercise of outstanding options
[Signature Page to Parent Voting Agreement]
IRREVOCABLE PROXY
The undersigned stockholder (the "Stockholder") of InfoSpace, Inc., a
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Delaware corporation ("Parent"), hereby irrevocably (to the fullest extent
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permitted by law) appoints the directors on the Board of Directors of Go2Net,
Inc., a Delaware corporation ("Company"), and each of them, as the sole and
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exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and related
rights (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
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this Proxy until the Expiration Date (as defined below). Upon the undersigned's
execution of this Proxy, any and all prior proxies given by the undersigned with
respect to any Shares are hereby revoked and the undersigned agrees not to grant
any subsequent proxies with respect to the Shares until after the Expiration
Date.
This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to that certain Voting
Agreement of even date herewith by and among Company and the undersigned
stockholder (the "Voting Agreement"), and is granted in consideration of Company
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entering into that certain Agreement and Plan of Reorganization of even date
herewith (the "Reorganization Agreement"), among Parent, Giants Acquisition
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Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger
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Sub"), and the Company. The Reorganization Agreement provides for (i) the
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merger of Merger Sub with and into the Company in accordance with its terms (the
"Merger") and (ii) the issuance of shares of common stock of Parent, par value
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$.0001 per share, pursuant to the Merger (the "Share Issuance"). As used
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herein, the term "Expiration Date" shall mean the earlier to occur of (i) such
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date and time as the Reorganization Agreement shall have been validly terminated
pursuant to Article VII thereof or (ii) such date and time as the Merger shall
become effective in accordance with the terms and provisions of the
Reorganization 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, consent and similar 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 stockholders
of Parent and in every written consent in lieu of such meeting in favor of the
Share Issuance.
The attorneys and proxies named above may not exercise this Proxy on any
other matter. The undersigned stockholder may vote the Shares on all other
matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This Proxy is irrevocable (to the fullest extent permitted by law). This
Proxy shall terminate, and be of no further force and effect, automatically upon
the Expiration Date.
Dated: July 26, 2000
Signature of Stockholder: ________________________
Print Name of Stockholder: _______________________
[Signature Page to Irrevocable Proxy]
