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EXHIBIT 10(l)
FORM OF VOTING AGREEMENT
In consideration of Texas Instruments Incorporated, a Delaware corporation
("Parent"), TNI Acquisition Corp., a Delaware corporation ("Merger Sub"), and
Telogy Networks, Inc., a Delaware corporation (the "Company"), entering into on
the date hereof an Agreement and Plan of Merger dated as of the date hereof (the
"Merger Agreement") which provides, among other things, that Merger Sub, upon
the terms and subject to the conditions thereof, will be merged with and into
the Company (the "Merger") and each outstanding share of Company Capital Stock
(as defined in the Merger Agreement) will be converted into the right to receive
the Share Consideration (as defined in the Merger Agreement) in accordance with
the terms of the Merger Agreement, each of the undersigned holders (each, a
"Stockholder") of shares of Company Capital Stock agrees with each of Parent,
Merger Sub and the Company as follows:
1. During the period (the "Agreement Period") beginning on the date
hereof and ending on the earlier of (i) the Effective Time (as defined in
the Merger Agreement), (ii) 90 days after the termination of the Merger
Agreement in accordance with Section 9.4(a), if the termination resulted
from a breach of a covenant or agreement by the Company, or 9.4(b) and
payment in full of all amounts (if any) payable to Parent or Merger Sub
pursuant to Section 9.5 of the Merger Agreement, and (iii) the date of the
termination of the Merger Agreement for any other reason, each Stockholder
hereby agrees to vote the shares of Company Capital Stock set forth
opposite its name in Schedule A hereto (the "Schedule A Securities") to
approve and adopt the Merger Agreement and the Merger (provided that the
Stockholder shall not be required to vote in favor of the Merger Agreement
or the Merger if the Merger Agreement has, without the consent of the
Stockholder, been amended in any manner that is material and adverse to
such Stockholder) and any actions directly and reasonably related thereto
at any meeting or meetings of the stockholders of the Company, and at any
adjournment thereof or pursuant to action by written consent, at or by
which such Merger Agreement, or such other actions, are submitted for the
consideration and vote of the stockholders of the Company so long as such
meeting is held (including, any adjournment thereof) or written consent
adopted prior to the termination of the Agreement Period.
2. During the Agreement Period, each Stockholder who owns shares of
Series A Preferred Stock, par value $.01 per share, of the Company or
Series B Preferred Stock, par value $.01 per share, of the Company
(collectively, "Preferred Stock") hereby elects, and agrees to participate
in any further required election, to effect the automatic conversion of the
Preferred Stock into common stock of the Company pursuant to paragraph 4(m)
of the Preferred Stock certificate of designation, such conversion to be
effective immediately prior to the Effective Time (as defined in the Merger
Agreement). The foregoing election shall automatically expire upon the
termination of the Merger Agreement pursuant to Article IX thereof.
3. During the Agreement Period, each Stockholder hereby agrees that
such Stockholder shall not enter into any voting agreement or grant a proxy
or power of attorney with respect to the Schedule A Securities in any
manner inconsistent with the obligations of such Stockholder under this
Agreement or take any other action that is inconsistent with the
obligations of such Stockholder under this Agreement, including any action
that would prevent, or materially delay the consummation of, the
transactions contemplated by the Merger Agreement.
4. During the Agreement Period, each Stockholder will not, directly or
indirectly, (i) take any action to solicit, initiate or encourage any
Acquisition Proposal (as defined in the Merger Agreement) or (ii) engage in
negotiations or discussions with, or disclose any nonpublic information
relating to the Company or any of its subsidiaries or afford access to the
properties, books or records of the Company or any of its subsidiaries to,
or otherwise assist, facilitate or encourage, any person that the
Stockholder reasonably believes may be considering making, or has made, an
Acquisition Proposal.
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5. Each Stockholder hereby represents and warrants to Parent and
Merger Sub that as of the date hereof:
(a) Such Stockholder (i) owns beneficially all of the shares of
Company Capital Stock set forth opposite the Stockholder's name in
Schedule A hereto, (ii) has the full and unrestricted legal power,
authority and right to enter into, execute and deliver this Voting
Agreement without the consent or approval of any other person, and (iii)
has not entered into any voting agreement or other similar agreement
with or granted any person any proxy (revocable or irrevocable) in
respect of such shares (other than this Voting Agreement).
(b) This Voting Agreement is the valid and binding agreement of
such Stockholder.
(c) No investment banker, broker or finder is entitled to a
commission or fee from such Stockholder or the Company in respect of
this Voting Agreement based upon any arrangement or agreement made by or
on behalf of the Stockholder.
6. If any provision of this Voting Agreement shall be invalid or
unenforceable under applicable law, such provision shall be ineffective to
the extent of such invalidity or unenforceability only, without in any way
affecting the remaining provisions of this Voting Agreement.
7. This Voting Agreement may be executed in two or more counterparts
each of which shall be an original with the same effect as if the
signatures hereto and thereto were upon the same instrument.
8. The parties hereto agree that if for any reason any party hereto
shall have failed to perform its obligations under this Voting Agreement,
then the party seeking to enforce this Voting Agreement against such
non-performing party shall be entitled to specific performance and
injunctive and other equitable relief, and the parties hereto further agree
to waive any requirement for the securing or posting of any bond in
connection with the obtaining of any such injunctive relief. This provision
is without prejudice to any other rights or remedies, whether at law or in
equity, that any party hereto may have against any other party hereto for
any failure to perform its obligations under this Voting Agreement.
9. This Voting Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
10. Each Stockholder will, upon request, execute and deliver any
additional documents deemed by Parent to be reasonably necessary or
desirable to complete and effectuate the covenants contained herein.
11. This Agreement shall terminate upon the termination of the
Agreement Period.
12. Except pursuant to the terms of this Agreement, no Stockholder
shall, without the prior written consent of Parent, directly or indirectly,
(i) grant any proxies or enter into any voting trust or other agreement or
arrangement in respect of the voting of any Schedule A Securities in
respect of the matters described in Section 1 above or (ii) acquire, sell,
assign, encumber or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding in respect of the direct or
indirect acquisition or sale, assignment, transfer, encumbrance or other
disposition of, any Schedule A Securities during the term of this
Agreement. In the event any Stockholder desires to transfer any Schedule A
Securities, such Stockholder must first obtain a written agreement from the
proposed transferee pursuant to which the proposed transferee agrees to be
bound by the terms of this Agreement. No Stockholder shall seek or solicit
any such acquisition or sale, assignment, encumbrance or other disposition
of the Schedule A Securities or any such contract, option or other
arrangement or understanding with respect to such securities, and each
Stockholder agrees to notify Parent promptly if such Stockholder shall be
approached or solicited, directly or indirectly, by any person in respect
of any of the foregoing.
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13. Each Stockholder agrees not to exercise any rights (including,
without limitation, under Section 262 of the DGCL) to demand appraisal of
any Schedule A Securities which may arise in respect of the Merger.
14. Parent, Merger Sub and the Company understand and agree that this
Agreement pertains only to each Stockholder and not to any of its
affiliates, if any, or advisers.
15. Parent, Merger Sub and the Company severally and not jointly
represent and warrant to each Stockholder that there is no agreement,
understanding or commitment, written or oral, to pay any consideration
directly or indirectly in connection with the Merger or otherwise to or for
the benefit of any holder of Company Capital Stock or options thereon other
than as set forth in the Merger Agreement (except, in the case of
directors, employees, agents, customers, suppliers or contractors of the
Company who are also holders, such consideration as is payable by the
Company in the ordinary course of business, and except for amounts payable
to officers, directors or employees in connection with or pursuant to any
options or option, stock purchase, stock ownership or other employee
benefit plans). All other voting agreements signed with existing
stockholders of the Company prior to or concurrently herewith are
substantially identical to this Voting Agreement.
16. Neither Parent, Merger Sub nor the Company will enter into any
agreement with any other stockholder of the Company having a purpose or
effect substantially similar to that of this Voting Agreement on financial
terms (in respect of such other stockholder) more favorable than the terms
of this Voting Agreement.
17. Any Stockholder who is also a director of the Company will not, by
execution of this Agreement, be precluded from exercising his fiduciary
duties under applicable Law in his capacity as a director with respect to
the Company.
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IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement
as of May 29, 1999.
TEXAS INSTRUMENTS INCORPORATED
By:
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Name:
Title:
TNI ACQUISITION CORP.
By:
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Name:
Title:
TELOGY NETWORKS, INC.
By:
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Name:
Title:
[STOCKHOLDERS]
By:
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Name:
Title:
By:
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Name:
Title:
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