f Exhibit 2
EXECUTION COPY
VOTING AGREEMENT
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VOTING AGREEMENT, dated as of January 6, 2005 (this "Agreement"),
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among JPMorgan Chase Bank, National Association, a national banking
association ("Parent"), and each person listed on the signature page hereof as
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a stockholder (each, a "Stockholder" and, collectively, the "Stockholders") of
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the Company (as defined below).
RECITALS
WHEREAS, Vastera, Inc. is a corporation organized under the
laws of the State of Delaware (the "Company"). Each Stockholder "beneficially
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owns" (as such term is defined in Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended) and is entitled to dispose of (or to direct
the disposition of) and to vote (or to direct the voting of) the number of
shares of common stock, par value $0.01 per share, of the Company (the "Common
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Stock") set forth opposite such Stockholder's name on Exhibit A hereto (such
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shares of Common Stock, together with all other shares of capital stock of the
Company acquired by any Stockholder after the date hereof and during the term of
this Agreement, being collectively referred to herein as the "Subject Shares");
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and
WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent, JPM Merger Sub Inc., a corporation organized under the laws
of the State of Delaware ("Merger Sub"), and the Company are entering into an
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Agreement and Plan of Merger (as the same may from time to time be modified,
supplemented or restated, the "Merger Agreement") providing for the merger of
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Merger Sub with and into the Company, with the Company surviving the Merger (the
"Merger") upon the terms and subject to the conditions set forth therein; and
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WHEREAS, as a condition to entering into the Merger Agreement,
Parent has required that the Stockholders enter into this Agreement, and the
Stockholders desire to enter into this Agreement to induce Parent to enter into
the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
Section 1. Representations and Warranties of each Stockholder. Each
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Stockholder, severally and not jointly, represents and warrants to Parent as
follows:
(a) Authority. Such Stockholder is duly organized, validly
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existing and in good standing under the laws of its jurisdiction of
incorporation or organization (as applicable). Such Stockholder has all
requisite power (corporate or other) and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. This Agreement
has been duly authorized, executed and delivered by such Stockholder.
(b) No Conflicts. (i) No filing with any governmental body or
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authority,and no authorization, consent or approval of any other person is
necessary for the execution of this Agreement by such Stockholder and the
consummation by such Stockholder of the transactions contemplated hereby
(except for applicable requirements, if any, of the Securities Exchange Act
of 1934, as amended) and (ii) none of the execution and delivery of this
Agreement by such Stockholders, the consummation by such Stockholder of the
transactions contemplated hereby or compliance by such Stockholder with any
of the provisions hereof shall (A) if such Stockholder is not an individual,
conflict with or result in any breach of the organizational documents of any
Stockholder, (B) result in, or give rise to, a violation or breach of or a
default under (with or without notice or lapse of time, or both) any of the
terms of any material contract, trust agreement, loan or credit agreement,
note, bond, mortgage, indenture, lease, permit, understanding, or other
instrument or obligation to which such Stockholder is a party or by which such
Stockholder or any of its Subject Shares may be bound, or (C) violate any
order, writ, injunction, decree, judgment, statute, rule or regulation
applicable to such Stockholder or any of its Subject Shares, except for any of
the foregoing as could not reasonably be expected to materially impair
such Stockholder's ability to perform its obligations under this
Agreement.
(c) The Subject Shares. Exhibit A sets forth such Stockholder's
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name and the number of Subject Shares over which such Stockholder has record and
beneficial ownership as of the date hereof. As of the date hereof, such
Stockholder is the record or beneficial owner of the Subject Shares, or is
trustee of a trust that is the record holder of and whose beneficiaries are the
beneficial owners of, such Subject Shares denoted as being owned by such
Stockholder on Exhibit A and has the sole power to vote (or cause to be voted)
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such Subject Shares. Except as set forth on such Exhibit A, neither such
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Stockholder nor any controlled affiliate of such Stockholder owns or holds any
right to acquire any additional shares of any class of capital stock of the
Company or other securities of the Company or any interest therein or any voting
rights with respect thereto.
(d) Title. Such Stockholder has good and valid title to the
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Subject Shares denoted as being owned by such Stockholder on Exhibit A, free and
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clear of any and all pledges, mortgages, liens, charges, proxies, voting
agreements, encumbrances, adverse claims, options, security interests and
demands of any nature or kind whatsoever, other than those created by this
Agreement or as could not reasonably be expected to materially impair such
Stockholder's ability to perform its obligations under this Agreement.
(e) Reliance By Parent. Such Stockholder understands and
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acknowledges that Parent is entering into, and causing Merger Sub to enter into,
the Merger Agreement in reliance upon such Stockholder's execution and delivery
of this Agreement.
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(f) Litigation. To the knowledge of such Stockholder, there is no
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action, proceeding or investigation pending or threatened against such
Stockholder that questions the validity of this Agreement or any action taken or
to be taken by such Stockholder in connection with this Agreement.
Section 2. Representations And Warranties Of Parent. Parent hereby
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represents and warrants to the Stockholders as follows:
(a) Due Organization, Etc. Parent is duly organized, validly
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existing and in good standing under the laws of the State of Delaware. Parent
has all requisite corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. This Agreement
has been duly authorized, executed and delivered by Parent and constitutes a
valid and binding obligation of Parent enforceable in accordance with its terms.
(b) Conflicts. (i) No filing with any governmental authority, and
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no authorization, consent or approval of any other person is necessary for the
execution of this Agreement by Parent and the consummation by Parent of the
transactions contemplated hereby, and (ii) none of the execution and delivery of
this Agreement by Parent, the consummation by Parent of the transactions
contemplated hereby or compliance by Parent of any of the provisions hereof
shall (A) conflict with or result in any breach of the organizational documents
of Parent, (B) result in, or give rise to, a violation or breach of or a default
under (with or without notice or lapse of time, or both) any of the terms of any
material contract, understanding, agreement or other instrument or obligation to
which Parent is a party or by which Parent or any of its assets may be bound, or
(C) violate any applicable order, writ, injunction, decree, judgment, statute,
rule or regulation, except for any of the foregoing as could not reasonably be
expected to impair Parent's ability to perform its obligations under this
Agreement.
(c) Reliance By The Stockholders. Parent understands and
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acknowledges that the Stockholders are entering into this Agreement in reliance
upon the execution and delivery of the Merger Agreement by Parent.
Section 3. Covenants Of Each Stockholder. Until the termination of
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this Agreement in accordance with Section 5, each Stockholder, in its capacity
as such, agrees, severally and not jointly, as follows:
(a) At any meeting of stockholders of the Company called to vote
upon the Merger and the Merger Agreement or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval (including by
written consent) with respect to the Merger and the Merger Agreement is sought
from the stockholders of the Company, such Stockholder shall vote (or cause to
be voted) the Subject Shares (and each class thereof) in favor of the approval
of the Merger and the approval and adoption of the Merger Agreement and each of
the Transactions. Any such vote shall be cast or consent shall be given in
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accordance with such procedures relating thereto so as to ensure that it is duly
counted for purposes of determining that a quorum is present and for purposes of
recording the results of such vote or consent. Each Stockholder agrees not to
enter into any agreement or commitment with any person the effect of which would
be inconsistent with or violative of the provisions and agreements contained in
this Section 3(a).
(b) Such Stockholder hereby appoints Xxx Xxxxxxx and Xxxx
Xxxxxxx, and each of them individually, as such Stockholder's proxy and
attorney-in-fact, with full power of substitution and resubstitution, solely to
vote or act by written consent prior to the termination of this Agreement with
respect the Subject Shares in accordance with Section 3(a). This proxy is given
to secure the performance of the duties of such Stockholder under this
Agreement. Such Stockholder shall promptly cause a copy of this Agreement to be
deposited with the Company at its principal place of business. Each Stockholder
shall take such further action or execute such other instruments as may be
reasonably necessary to effectuate the intent of this proxy. The proxy and power
of attorney granted pursuant to this Section 3(b) by each Stockholder shall be
irrevocable during the term of this Agreement, shall be deemed to be coupled
with an interest sufficient in law to support an irrevocable proxy and shall
revoke any and all prior proxies granted by such Stockholder inconsistent with
the proxy hereby granted. The power of attorney granted by such Stockholder
herein is a durable power of attorney and shall survive the dissolution,
bankruptcy, death or incapacity of such Stockholder. The proxy and power of
attorney granted hereunder shall terminate upon the termination of this
Agreement.
(c) Except as provided in Section 3(b), such Stockholder agrees
not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber,
assign or otherwise dispose of (collectively, a "Transfer") or enter into any
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agreement, option or other arrangement with respect to, or consent, a Transfer
of, any or all of the Subject Shares to any person, that is inconsistent with
its obligations under this Agreement, or (ii) grant any proxies, deposit any
Subject Shares into any voting trust or enter into any voting arrangement,
whether by proxy, voting agreement or otherwise, with respect to any of the
Subject Shares, in each case that is inconsistent with this Agreement.
(d) Such Stockholder hereby represents that it is not now engaged
in discussions or negotiations with any party other than Parent with respect to
any Acquisition Proposal.
(e) At the request of Parent, such Stockholder shall use all
reasonable commercial efforts to take, or cause to be taken, all actions, and to
do, or cause to be done, and to assist and cooperate with the other parties in
doing, all things reasonably necessary, proper or advisable to carry out the
intent and purposes of this Agreement.
Section 4. Stockholder Capacity. No Person executing this Agreement
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who is or becomes during the term of this Agreement a director or officer of the
Company shall be deemed to make any agreement or understanding in this Agreement
in such Person's capacity as a director or officer. Each Stockholder is entering
into this Agreement solely in his or her capacity as the record holder or
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beneficial owner of, or the trustee of a trust whose beneficiaries are the
beneficial owners of, such Stockholder's Subject Shares and nothing herein shall
limit or affect any actions taken by a Stockholder in his or her capacity as a
director or officer of the Company.
Section 5. Termination. This Agreement shall terminate (i) upon the
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earlier of (A) the Effective Time and (B) the date of the termination of the
Merger Agreement and (C) with respect to a Stockholder who suffers a material
adverse effect from an amendment made to the Merger Agreement, the date on which
such amendment is made to the Merger Agreement and (D) with respect to a
Stockholder who sells its Subject Shares as permitted by this Agreement, the
date of such sale and (E) August 31, 2005, or (ii) at any time upon notice by
Parent to the Stockholders. No party hereto shall be relieved from any liability
for breach by such party of this Agreement by reason of any such termination.
Notwithstanding the foregoing, Section 6 and Sections 9 through 21, inclusive,
of this Agreement shall survive the termination of this Agreement. Except as
specifically provided in the preceding sentence, all representations,
warranties, covenants and agreements set forth herein shall terminate as of the
Effective Time.
Section 6. Appraisal Rights. To the extent permitted by applicable
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law, each Stockholder hereby waives any rights of appraisal or rights to dissent
from the Merger that it may have under applicable law.
Section 7. Publication. Each Stockholder hereby authorizes Parent and
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the Company to publish and disclose in the press release announcing the
transaction and in the Proxy Statement and the Registration Statement (including
any and all documents and schedules filed with the Securities and Exchange
Commission relating thereto) its identity and ownership of shares of Common
Stock as each are set forth on Exhibit A attached hereto and the nature of such
Stockholder's commitments, arrangements and understandings pursuant to this
Agreement. Parent and/or the Company will allow each Stockholder an opportunity
to review and comment on any language in the press release announcing the
transaction and in the Proxy Statement and the Registration Statement that
refers to such Stockholder.
Section 8. Governing Law. This Agreement shall be governed by and
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construed in accordance with the laws of the State of Delaware, without regard
to any principles or rules of conflicts of laws thereof.
Section 9. Jurisdiction; Waiver Of Jury Trial.
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(a) Each of the parties hereto irrevocably and unconditionally
(i) agrees that any legal suit, action or proceeding brought by any party hereto
arising out of or based upon this Agreement or the transactions contemplated
hereby may be brought in the courts of the State of Delaware or the United
States District Court for the District of Delaware (each, a "Delaware Court"),
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(ii) waives, to the fullest extent it may effectively do so, any objection which
it may now or hereafter have to the laying of venue of any such proceeding
brought in any Delaware Court, and any claim that any such action or proceeding
brought in any Delaware Court has been brought in an inconvenient forum, and
(iii) submits to the non-exclusive jurisdiction of Delaware Courts in any suit,
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action or proceeding. Each of the parties agrees that a judgment in any suit,
action or proceeding brought in a Delaware Court shall be conclusive and binding
upon it and may be enforced in any other courts to whose jurisdiction it is or
may be subject, by suit upon such judgment.
(b) EACH OF THE PARTIES AGREES AND ACKNOWLEDGES THAT ANY
CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT.
Section 10. Specific Performance. Each Stockholder acknowledges and
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agrees that (i) the covenants, obligations and agreements of such Stockholder
contained in this Agreement relate to special, unique and extraordinary matters,
(ii) Parent is and will be relying on such covenants in connection with entering
into the Merger Agreement and the performance of its obligations under the
Merger Agreement, and (iii) a violation of any of the terms of such covenants,
obligations or agreements will cause Parent irreparable injury for which
adequate remedies are not available at law. Therefore, each Stockholder agrees
that Parent shall be entitled to an injunction, restraining order or such other
equitable relief (without the requirement to post bond) as a court of competent
jurisdiction may deem necessary or appropriate to restrain such Stockholder from
committing any violation of such covenants, obligations or agreements. The
parties further agree that specific performance is the only remedy available to
Parent under this Agreement and monetary damages will not be available to Parent
under any circumstances, even if specific performance is not available for any
reason whatsoever.
Section 11. Amendment, Waivers, Etc. Neither this Agreement nor any
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term hereof may be amended or otherwise modified other than by an instrument in
writing signed by Parent and the affected Stockholders. No provision of this
Agreement may be waived, discharged or terminated other than by an instrument in
writing signed by the party against whom the enforcement of such waiver,
discharge or termination is sought.
Section 12. Assignment; No Third Party Beneficiaries. This Agreement
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shall not be assignable or otherwise transferable by a party without the prior
consent of the other parties, and any attempt to so assign or otherwise transfer
this Agreement without such consent shall be void and of no effect; provided,
however, that Parent may, in its sole discretion, assign or transfer all or any
of its rights, interests and obligations under this Agreement to Merger Sub or
any direct or indirect wholly-owned subsidiary of Parent. This Agreement shall
be binding upon the respective heirs, legal representatives and permitted
transferees of the parties hereto. Nothing in this Agreement shall be construed
as giving any Person, other than the parties hereto and their heirs, legal
representatives and permitted transferees, any right, remedy or claim under or
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in respect of this Agreement or any provision hereof. No failure or delay by any
party in exercising any right, power or privilege under this Agreement 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.
Section 13. Notices. All notices, consents, requests, instructions,
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approvals and other communications provided for in this Agreement shall be in
writing and shall be deemed validly given upon personal delivery or one day
after being sent by overnight courier service or by telecopy (so long as for
notices or other communications sent by telecopy, the transmitting telecopy
machine records electronic conformation of the due transmission of the notice),
at the following address or telecopy number, or at such other address or
telecopy number as a party may designate to the other parties:
If to Parent, to:
JPMorgan Chase Bank, National Association
10420 Highland Mn Drive, Bl 2, 4th Fl
Xxxxx, XX 00000
Attention: Xxx X Xxxxxxx, Vice President
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
with copies to:
JPMorgan Chase Bank, National Association
Xxxxx Xxxxxxxxxx
0 Xxxxx Xxxxxxxxx Plaza, 25th Fl
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx, Senior Vice President
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
and
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
0000 Xxx Xxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to any Stockholder, to the addresses set forth under such
Stockholder's name on Exhibit A hereto or to such other address as the party to
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whom notice is to be given may have furnished to the other parties in writing in
accordance herewith.
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Section 14. Severability. If any provision of this Agreement is held
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to be invalid or unenforceable for any reason, it shall be adjusted rather than
voided, if possible, in order to achieve the intent of the parties hereto to the
maximum extent possible. In any event, the invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction.
Section 15. Integration. This Agreement (together with the Merger
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Agreement solely to the extent referenced herein), including Exhibit A hereto,
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constitutes the full and entire understanding and agreement of the parties with
respect to the subject matter of this Agreement and supersedes any and all prior
understandings or agreements relating to the subject matter of this Agreement.
Section 16. Mutual Drafting. Each party hereto has participated in the
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drafting of this Agreement, which each party acknowledges is the result of
extensive negotiations between the parties.
Section 17. Section Headings. The section headings of this Agreement
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are for convenience of reference only and are not to be considered in construing
this Agreement.
Section 18. Counterparts. This Agreement may be executed in one or
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more counterparts (including by facsimile), each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.
Section 19. Acknowledgement. The parties hereto acknowledge and agree
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that this Agreement is entered into pursuant to the provisions of Section 218(c)
of the Delaware General Corporation Law.
Section 20. Capitalized Terms. For purposes of this Agreement,
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capitalized terms used and not defined herein shall have the respective meanings
ascribed to them in the Merger Agreement.
Section 21. Definitions. References in this Agreement (except as
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specifically otherwise defined) to "affiliates" shall mean, as to any person,
any other person which, directly or indirectly, controls, or is controlled by,
or is under common control with, such person. As used in this definition,
"control" (including, with its correlative meanings, "controlled by" and "under
common control with") shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of management or policies of a person,
whether through the ownership of securities or partnership of other ownership
interests, by contract or otherwise. References in the Agreement to "person"
shall mean an individual, a corporation, a partnership, an association, a trust
or any other entity, group (as such term is used in Section 13 of the Exchange
Act) or organization, including, without limitation, a governmental body or
authority.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and date first above written.
JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION
By:
--------------------------------
Name:
Title:
TCV II, V.O.F.
By:
--------------------------------
Name: Xxxxxx Xxxxxx
Title:
TCV II, L.P.
By:
--------------------------------
Name: Xxxxxx Xxxxxx
Title:
TCV II(Q), L.P.
By:
--------------------------------
Name: Xxxxxx Xxxxxx
Title:
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TCV II STRATEGIC PARTNERS, L.P.
By:
--------------------------------
Name: Xxxxxx Xxxxxx
Title:
TCV II, C.V.
By:
--------------------------------
Name: Xxxxxx Xxxxxx
Title:
TCV IV, L.P.
By:
--------------------------------
Name: Xxxxxx Xxxxxx
Title:
TCV IV, STRATEGIC PARTNERS, L.P.
By:
--------------------------------
Name: Xxxxxx Xxxxxx
Title:
10
Exhibit A
STOCKHOLDERS
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Name and Address Number of Subject Shares
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TCV II, V.O.F. 19,904
Notice Addresses
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Technology Crossover Ventures
000 Xxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxx-Xxxxxx
Technology Crossover Ventures
00 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
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TCV II, L.P. 612,765
Notice Addresses
----------------
Technology Crossover Ventures
000 Xxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxx-Xxxxxx
Technology Crossover Ventures
00 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
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Name and Address Number of Subject Shares
---------------- ------------------------
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TCV II(Q), L.P. 471,103
Notice Addresses
----------------
Technology Crossover Ventures
000 Xxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxx-Xxxxxx
Technology Crossover Ventures
00 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
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TCV II STRATEGIC PARTNERS, L.P. 83,603
Notice Addresses
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Technology Crossover Ventures
000 Xxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxx-Xxxxxx
Technology Crossover Ventures
00 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
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TCV II, C.V. 93,556
Notice Addresses
----------------
Technology Crossover Ventures
000 Xxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxx-Xxxxxx
Technology Crossover Ventures
00 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
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Name and Address Number of Subject Shares
---------------- ------------------------
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TCV IV, L.P. 2,571,535
Notice Addresses
----------------
Technology Crossover Ventures
000 Xxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxx-Xxxxxx
Technology Crossover Ventures
00 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
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TCV IV, STRATEGIC PARTNERS, L.P. 95,885
Notice Addresses
----------------
Technology Crossover Ventures
000 Xxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxx-Xxxxxx
Technology Crossover Ventures
00 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
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