FORM OF VOTING AGREEMENT
EXHIBIT 99.7
FORM OF VOTING AGREEMENT
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2007 by and
between Pioneer Holding Corp., a Delaware corporation (“Parent”), and the undersigned stockholder
(the “Stockholder”) of Printronix, Inc., a Delaware corporation (the “Company”).
RECITALS:
A. Parent, the Company and Pioneer Sub Corp., a Delaware corporation and wholly-owned
subsidiary of Parent (“Merger Sub”), are entering into an Agreement and Plan of Merger of even date
herewith (the “Merger Agreement”), which provides for the merger (the “Merger”) of Merger Sub with
and into the Company, pursuant to which all outstanding shares of the Company will be converted
into the right to receive cash, as set forth in the Merger Agreement.
B. The Stockholder is the beneficial owner (as defined in Rule 13d-3 under the 0000 Xxx) of
such number of shares of the outstanding capital stock of the Company, and such number of shares of
capital stock of the Company issuable upon the exercise of outstanding options to acquire Company
capital stock, as is indicated on the signature page of this Agreement.
C. In consideration of the execution of the Merger Agreement by Parent, the Stockholder (in
his or her capacity as such) has agreed to vote the Shares so as to facilitate consummation of the
Merger.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto hereby agree as
follows:
1. Certain Definitions. Capitalized terms used but not defined herein shall have the
respective meanings ascribed to them in the Merger Agreement. For all purposes of and under this
Agreement, the following terms shall have the following respective meanings:
(a) “Expiration Date” shall mean the earlier to occur of (i) such date and time as the Merger
Agreement shall have been validly terminated pursuant to its terms, or (ii) such date and time as
the Merger shall become effective in accordance with the terms and conditions set forth in the
Merger Agreement.
(b) “Shares” shall mean: (i) all securities of the Company (including all shares of capital
stock of the Company and all options to acquire shares of capital stock of the Company) owned by
the Stockholder as of the date of this Agreement, and (ii) all additional securities of the Company
(including all additional shares of capital stock of the Company and all additional options to
acquire shares of capital stock of the Company ) of which the Stockholder acquires beneficial
ownership during the period commencing with the execution and delivery of this Agreement until the
Expiration Date.
(c) “Transfer.” A Person shall be deemed to have effected a “Transfer” of a security if such
Person directly or indirectly (i) sells, pledges, encumbers, grants an option with respect to
(including any short sale), establishes an open “put equivalent position” within the meaning of
Rule 16a-h under the 1934 Act, transfers or otherwise disposes of such security or any interest
therein, (ii) enters into an agreement or commitment providing for the sale of, pledge of,
encumbrance of, grant of an option with respect to (including any short sale), establishment of a
“put equivalent position” with respect to, transfer of or other disposition of such security or any
interest therein, or (iii) enters into any swap or other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of
any Shares, whether any such swap or transaction is to be settled by delivery of Shares or other
securities, in cash or otherwise.
2. Transfer of Shares.
(a) Transfer of Shares. The Stockholder hereby agrees that, at all times during the
period commencing with the execution and delivery of this Agreement until the Expiration Date, the
Stockholder shall not cause or permit any Transfer of any of the Shares to be effected or make any
offer regarding any Transfer of any of the Shares; provided, however, that the Stockholder may
Transfer Shares to a family member or trust for estate planning purposes, provided that, as a
condition to any such Transfer to a family member or trust, the transferee has agreed with Parent
in writing to be bound by the terms of this Agreement (including granting a Proxy as contemplated
hereby) and to hold such Shares subject to all the terms and provisions of this Agreement.
(b) Transfer of Voting Rights. The Stockholder hereby agrees that, at all times
commencing with the execution and delivery of this Agreement until the Expiration Date, the
Stockholder shall not deposit, or permit the deposit of, any Shares in a voting trust, grant any
proxy in respect of the Shares, or enter into any voting agreement or similar arrangement,
commitment or understanding in a manner inconsistent with the terms of Section 3 hereof or
otherwise in contravention of the obligations of the Stockholder under this Agreement, with respect
to any of the Shares.
3. Agreement to Vote Shares. Until the Expiration Date, at every meeting of
stockholders of the Company called with respect to any of the following, and at every adjournment
or postponement thereof, and on every action or approval by written consent of stockholders of the
Company with respect to any of the following, the Stockholder shall, or shall cause the holder of
record on any applicable record date to, to the extent not voted by the person(s) appointed under
the Proxy, vote the Shares:
(a) in favor of (i) adoption of the Merger Agreement, (ii) each of the actions contemplated by
the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to
facilitate the Merger and the other transactions contemplated by the Merger Agreement;
(b) against any proposal or action that is intended, or could reasonably be expected to,
impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the
other transactions contemplated by the Merger Agreement; and
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(c) against any Acquisition Proposal.
Until the Expiration Date, in the event that any meeting of the stockholders of the Company is
held with respect to any of the foregoing (and at every adjournment or postponement thereof), the
Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to,
appear at such meeting or otherwise cause his, her or its Shares to be counted as present thereat
for purposes of establishing a quorum.
4. Irrevocable Proxy. Concurrently with the execution of this Agreement, the
Stockholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A
(the “Proxy”), which shall be irrevocable to the fullest extent permissible by applicable law, with
respect to the Shares.
5. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest
in Parent any direct or indirect ownership or incidence of ownership of or with respect to any
Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain
vested in and
belong to the Stockholder, and Parent shall have no authority to exercise any power or authority to
direct the Stockholder in the voting of any of the Shares, except as otherwise specifically
provided herein, or in the performance of the Stockholder’s duties or responsibilities as
stockholders of the Company .
6. No Solicitation. The Stockholder hereby represents and warrants that he or she has
read Section 6.03 of the Merger Agreement and agrees to be bound by the provisions of such section.
7. Representations and Warranties of the Stockholder. The Stockholder hereby
represents and warrants to Parent that, as of the date hereof and at all times until the Expiration
Date:
(a) the Stockholder is (and, except to the extent a Transfer is made pursuant to the proviso
in Section 2(a), will be) the beneficial owner of the shares of capital stock of the Company, and
the options to purchase shares of capital stock of the Company, set forth on signature page of this
Agreement, with full power to vote or direct the voting of the Shares for and on behalf of all
beneficial owners of the Shares;
(b) the Shares are (and will be) free and clear of any liens, pledges, security interests,
claims, options, rights of first refusal, co-sale rights, charges or other encumbrances of any kind
or nature (each an “Encumbrance”) (other than restrictions on transfer imposed by applicable
securities Laws);
(c) the Stockholder does not as of the date of this Agreement beneficially own any securities
of the Company other than the shares of capital stock of the Company, and options to purchase
shares of capital stock of the Company, set forth on the signature page of this Agreement;
(d) the Stockholder has (and will have) full power and authority to make, enter into and carry
out the terms of this Agreement and the Proxy;
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(e) the Stockholder agrees that it will not bring, commence, institute, maintain, prosecute,
participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity,
in any court or before any Governmental Authority, which alleges that the execution and
delivery of this Agreement by the Stockholder, either alone or together with the other Voting
Agreements and proxies to be delivered in connection with the execution of the Merger Agreement, or
the approval of the Merger Agreement by the board of directors of the Company, breaches any
fiduciary duty of the board of directors of the Company or any member thereof;
(f) the execution, delivery and performance of this Agreement by the Stockholder does not,
and the consummation by the Stockholder of the transactions contemplated hereby will not, result in
a violation or breach of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation, modification or acceleration)
(whether after the giving of notice of or the passage of time or both) under any Applicable Law or
any Contract to which the Stockholder is a party or which is binding on it, him or her or its, his
or her assets and will not result in the creation of any Lien on any of the assets or properties of
the Stockholder (other than the Shares), in each case except for such violations, breaches,
defaults, terminations, cancellations, modifications, accelerations or Liens as would not
reasonably be expected to prevent or materially delay the performance by the Stockholder of any of
its obligations under this Agreement;
(g) this Agreement has been duly executed by the Stockholder and constitutes the valid and
legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance
with its terms, except as enforceability may be limited by bankruptcy and other similar laws and
general principles of equity; and
(h) assuming that all consents contemplated by the Merger Agreement have been obtained, other
than filings under the 1934 Act and other than such as, if not made, obtained or given, would not
reasonably be expected to prevent or materially delay the performance by Stockholder of any of its
obligations under this Agreement, no notices, reports or other filings are required to be made by
the Stockholder with, nor are any consents, registrations, approvals, permits or authorizations
required to be obtained by the Stockholder from, any Governmental Authority or any other Person, in
connection with the execution and delivery of this Agreement by the Stockholder.
8. Consent. The Stockholder (not in his or her capacity as a director or officer of
the Company) consents and authorizes the Company and Parent their respective affiliates to publish
and disclose in the Company Proxy Statement and other documents filed with the SEC in connection
with the Merger Agreement its identity and ownership of the Shares and the nature of its
commitments, arrangements and understandings under this Agreement.
9. Legending of Shares. If so requested by Parent, the Stockholder hereby agrees that
the Shares shall bear a legend stating that they are subject to this Agreement and to an
irrevocable proxy.
10. Termination. This Agreement shall terminate and be of no further force or effect
as of the Expiration Date.
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11. Stockholder Capacity. To the extent that the Stockholder is an officer or director of the
Company or any of its Subsidiaries, nothing in this Agreement shall be construed as preventing or
otherwise affecting any actions taken by the Stockholder in his or her capacity as an officer or
director of the Company or any of its Subsidiaries or from fulfilling the obligations of such
office (including the performance of obligations required by the fiduciary duties of the
Stockholder acting solely in his or her capacity as an officer or director).
12. Miscellaneous.
(a) Waiver. No waiver by any party hereto of any condition or any breach of any term
or provision set forth in this Agreement shall be effective unless in writing and signed by the
party waiving such condition or breach. No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege.
(b) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or
unenforceable, 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 so
long as the economic or legal substance of the transactions contemplated hereby is not affected in
any manner materially adverse to any party. Upon such a determination, the parties shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.
(c) Binding Effect; Assignment. The Stockholder may not assign this Agreement or any
of its rights, interests, or obligations hereunder without the prior written approval of Parent,
and any attempted assignment without such prior written approval shall be void. Subject to the
preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
(d) Amendments. This Agreement may not be modified, amended, altered or supplemented,
except upon the execution and delivery of a written agreement executed by each of the parties
hereto.
(e) Specific Performance; Injunctive Relief. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law. The
exercise by a party of any one remedy will not preclude the exercise of any other remedy. The
parties hereto agree that irreparable damage would occur to Parent if any provision of this
Agreement were not performed by the Stockholder in accordance with the terms hereof and that Parent
shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the
Stockholder or to enforce specifically the performance of the terms and provisions hereof in any
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federal court located in the State of Delaware or any Delaware state court, in addition to any
other remedy to which Parent is entitled at law or in equity.
(f) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the conflicts of law rules of such
state.
(g) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(h) Entire Agreement. This Agreement and the Proxy constitute the entire agreement
between the parties with respect to the subject matter of this Agreement and supersede all prior
agreements and understandings, both oral and written, between the parties with respect to the
subject matter of this Agreement. No provision of this Agreement is intended to confer any rights,
benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties
hereto and their respective successors and assigns.
(i) Notices. All notices, requests and other communications to any party hereunder
shall be in writing (including facsimile transmission) and shall be given,
if to Parent, to:
Pioneer Holding Corp.
c/o Vector Capital Corporation
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Facsimile No.: 000-000-0000
c/o Vector Capital Corporation
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Facsimile No.: 000-000-0000
Copy to:
O’Melveny & Xxxxx LLP
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx,
Facsimile No.: (000) 000-0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx,
Facsimile No.: (000) 000-0000
If to the Stockholder: To the address for notice set forth on the signature page hereof
or to such other address or facsimile number address as such party may hereafter specify for the
purpose by notice to the other parties hereto. All such notices, requests and other communications
shall be deemed received on the date of receipt by the recipient thereof if received prior to
5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or
communication
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shall be deemed to have been received on the next succeeding Business Day in the
place of receipt.
(j) Further Assurances. The Stockholder (in his or her capacity as such) shall
execute and deliver any additional certificate, instruments and other documents, and take any
additional actions, as Parent may deem necessary or desirable, in the reasonable opinion of
Parent, to carry out and effectuate the purpose and intent of this Agreement.
(k) Headings. The headings contained in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Agreement.
(l) Counterparts. This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.
(m) Rules of Construction. The Parties have participated jointly in the negotiation
and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption
or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any
of the provisions of this Agreement. For all purposes hereof, the terms “include”, “includes” and
“including” shall be deemed followed by the words “without limitation”. The words “hereof”,
“hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement. The definitions contained in this Agreement are applicable to the singular as well as
the plural forms of such terms.
(n) Expenses. All costs and expenses incurred in connection with this Agreement shall
be paid by the party incurring such cost or expense.
[Signature page follows]
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the
date first written above.
| PIONEER HOLDING CORP. | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature page to Voting Agreement]
| STOCKHOLDER: | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Print Address | ||||||
| Telephone | ||||||
| Facsimile No. | ||||||
| Shares beneficially owned: | ||||||
| shares of Company capital stock | ||||||
| shares of Company capital stock issuable upon the exercise of outstanding options | ||||||
[Signature page to Voting Agreement]
EXHIBIT A
PROXY
PROXY
The undersigned stockholder of Printronix, Inc., a Delaware corporation (the “Company”),
hereby irrevocably (to the fullest extent permitted by law) appoints Xxxxx Xxxxx and Xxxxx Xxxxxxxx
as the sole and exclusive attorneys-in-fact 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 the Company that now are or hereafter may be beneficially owned by the undersigned, and
any and all other shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the “Shares”) in accordance with the terms of this irrevocable
proxy (this “Proxy”). The Shares beneficially owned by the undersigned stockholder of the Company
as of the date of this Proxy are listed on the final page of this Proxy. Upon the execution of this
Proxy by the undersigned, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned hereby agrees not to grant any subsequent proxies
with respect to the Shares until after the Expiration Date (as defined below).
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
between Pioneer Holding Corp., a Delaware corporation (“Parent”), and the undersigned stockholder
(the “Voting Agreement”), and is granted in consideration of Parent entering into that certain
Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Parent and Pioneer
Sub Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), which
provides for the merger of Merger Sub with and into the Company in accordance with its terms (the
“Merger”). As used herein, the term “Expiration Date” shall mean the earlier to occur of (i) six
months after such date and time as the Merger Agreement shall have been validly terminated pursuant
to its terms, or (ii) such date and time as the Merger shall become effective in accordance with
the terms and conditions set forth in 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 attorneys
and proxies 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, adjourned or postponed meeting of stockholders
of the Company and in every written consent in lieu of such meeting:
(i) in favor of (i) adoption of the Merger Agreement, (ii) each of the actions contemplated by
the Merger Agreement, and (ii) any proposal or action that would reasonably be expected to
facilitate the Merger and the other transactions contemplated by the Merger Agreement;
(ii) against any proposal or action that is intended, or could reasonably be expected to,
impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the
other transactions contemplated by the Merger Agreement; and
(iii) against any Acquisition Proposal.
The attorneys-in-fact and proxies named above may not exercise this Proxy on any other matter
except as provided above.
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: ____, 2007
Signature
of Stockholder:
Print
Name of Stockholder:
Shares
beneficially owned:
shares of Company capital stock
shares of Company capital stock issuable
upon the exercise of outstanding options
upon the exercise of outstanding options
[Signature Page to Proxy]
