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EXHIBIT 99.2
VOTING AGREEMENT
This Voting Agreement ("Agreement") is entered into as of January 24,
1997 between Electro Scientific Industries, Inc., an Oregon corporation
("ESI"), and the shareholder of Dynamotion/ATI Corp., a New York corporation
("Dynamotion"), identified on the signature page of this Agreement as
Shareholder ("Shareholder").
RECITALS
A. ESI, Dynamotion, Dynamotion Merger Corp., a New York
corporation wholly owned by ESI ("Merger Corp."), and certain key shareholders
of Dynamotion are parties to an Agreement of Reorganization and Merger dated as
of January 24, 1997 (the "Merger Agreement").
B. The Merger Agreement and the transactions contemplated thereby
(including the merger of Dynamotion into Merger Corp. (the "Merger")) must be
approved by holders of the requisite percentages of the outstanding shares of
capital stock of Dynamotion entitled to vote upon the Merger (such shares of
capital stock, the "Voting Dynamotion Securities") at a special meeting of
Dynamotion's shareholders (the "Special Meeting") called for the purpose of
approving the Merger, all in accordance with the requirements of the New York
Business Corporation Law, Dynamotion's Certificate of Incorporation, and
Dynamotion's Bylaws.
C. The Merger Agreement provides that, in connection with the
Merger, Dynamotion will also submit for shareholder approval at the Special
Meeting, a proposal (the "Conversion Proposal") to amend the terms of certain
outstanding convertible preferred stock of Dynamotion so that, among other
things, all shares of such convertible preferred stock will automatically
convert into shares of Common Stock, par value $0.04 per share, of Dynamotion
immediately before the Merger takes effect.
D. ESI has also required in the Merger Agreement that Shareholder
execute and deliver to ESI and Merger Corp. this Agreement.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1. Voting Agreement. At the Special Meeting, Shareholder will,
in person or by proxy, vote all of Shareholder's shares of Dynamotion Voting
Securities in favor of approving the Conversion Proposal and the Merger.
Shareholder will also vote all other Voting Dynamotion Securities over which
such Shareholder may have voting rights, whether as custodian for a minor, by
proxy, or otherwise, in favor of approving the Conversion Proposal and the
Merger.
2. Specific Enforcement of Voting Agreement. Shareholder
expressly acknowledges that damages alone will not be adequate remedy for any
breach by Shareholder of this
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Agreement and that ESI, in addition to any other remedies it may have, will be
entitled as a matter of right, to injunctive relief, including specific
performance, in any court of competent jurisdiction with respect to any actual
or threatened breach by Shareholder of the provisions of this Agreement.
3. Termination. This Agreement, and all rights and obligations
of the parties hereunder, will terminate upon the first to occur of (a) the
Effective Time of the Merger, or (b) the date upon which the Merger Agreement
is terminated in accordance with its terms.
4. General Provisions.
4.1 Amendment. The provisions of this Agreement may be
amended or waived only by an instrument in writing signed by the party against
which enforcement of such amendment or waiver is sought.
4.2 Governing Law. The construction and performance of
this Agreement will be governed by the laws of the state of Oregon, exclusive
of choice of law rules.
4.3 Entire Agreement. This Agreement embodies the entire
agreement of the parties with respect to its subject matter and supersedes all
prior or contemporaneous understandings and agreements, whether oral or
written, regarding its subject matter.
4.4 Counterparts. This Agreement may be executed in
counterparts, each of which will be deemed to be an original but both of which
together will constitute one and the same Agreement.
4.5 Agreement Contingent. The parties hereto expressly
agree that this Agreement and all of its terms and provisions will be of no
force or effect until the execution and delivery of the Merger Agreement by
each of the parties thereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.
ELECTRO SCIENTIFIC INDUSTRIES, INC.
By: /s/ XXXXX X. XXXXXX
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Title: Senior Vice President
SHAREHOLDER
/s/ XXXXXXXX XXXXXXXXX
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(Signature)
Xxxxxxxx Xxxxxxxxx
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Name (Print)
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.
ELECTRO SCIENTIFIC INDUSTRIES, INC.
By: /s/ XXXXX X. XXXXXX
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Title: Senior Vice President
SHAREHOLDER
DYNAMOTION INVESTMENT L.L.C.
By: /s/ XXXXX X. XXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxx
Title: Manager
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