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PARENT VOTING AGREEMENT
This PARENT VOTING AGREEMENT (this "Agreement") is made and entered
into as of March 12, 2000 between Aspect Development, Inc., a Delaware
corporation ("Company"), and the undersigned stockholder ("Stockholder") of i2
Technologies, Inc., a Delaware corporation ("Parent"). Capitalized terms used
and not 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
agreement as it may be amended is hereinafter referred to as the "Merger
Agreement"), Parent has agreed to acquire the outstanding securities of Company
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
converted into shares of common stock of Parent as set forth in the Merger
Agreement (the "Transaction");
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").
NOW, THEREFORE, the parties agree as follows:
1. Agreement to Retain Shares.
1.1 Transfer and Encumbrance.
(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
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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. 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 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 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
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 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
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.
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4. Representations, Warranties and Covenants of Stockholder.
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 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 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 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
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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
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
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.
9.1 Severability. If any term, provision, covenant or restriction of
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.
9.2 Binding Effect and Assignment. This Agreement and all of the
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,
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
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
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:
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(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.
9.6 Governing Law. This Agreement shall be governed by, construed 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 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
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 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:
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Name: (Signature)
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Title:
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(Signature of Spouse)
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(Print Name of Stockholder)
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(Print Street Address)
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(Print City, State and Zip)
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(Print Telephone Number)
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(Social Security or Tax I.D. Number)
Total Number of Shares of Parent Common Stock owned on the date hereof:
Common Stock:
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State of Residence:
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[SIGNATURE PAGE TO PARENT VOTING AGREEMENT]
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ANNEX A
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
Directors of Aspect Development, Inc., a Delaware corporation ("Company"), and
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
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
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Parent ("Merger Sub"), and Company, which Merger Agreement provides for the
merger of Merger Sub with and into Company (the "Merger"). As used herein, the
term "Expiration Date" shall mean the earlier to occur of (i) such date and time
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
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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]
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This Irrevocable Proxy is coupled with an interest as aforesaid and is
irrevocable.
Dated: March __, 2000
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(Signature of Stockholder)
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(Print Name of Stockholder)
Shares beneficially owned:
shares of
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Parent Common Stock
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
