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EXHIBIT 9.2
FORM OF PARENT VOTING AGREEMENT
This Voting Agreement ("AGREEMENT") is made and entered into as of October
13, 1998, between DataWorks Corporation, a Delaware corporation (the "COMPANY"),
and the undersigned stockholder ("STOCKHOLDER") of Platinum Software
Corporation, a Delaware corporation ("PARENT").
RECITALS
A. Concurrently with the execution of this Agreement, Parent, the Company
and Zoo Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary
of Parent ("MERGER SUB"), are entering into an Agreement and Plan of
Reorganization (the "MERGER AGREEMENT") which provides for the merger
(the "MERGER") of Merger Sub with and into the Company. Pursuant to the Merger,
shares of capital stock of the Company will be converted into Common Stock of
Parent on the basis described in the Merger Agreement.
B. The Stockholder is the record holder of such number or outstanding
shares of Common Stock of Parent as is indicated on the final page of this
Agreement. In addition, the Stockholder holds options, warrants and other
rights to acquire such number of shares of capital stock of Parent as is
indicated on the final page of this Agreement.
C. As a material inducement to enter into the Merger Agreement, the
Company desires the Stockholder to agree, and the Stockholder is willing to
agree, to vote the Shares (as defined below) and other such shares of capital
stock of Parent over which Stockholder has voting power so as to facilitate
consummation of the Merger.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. Agreement to Vote Shares; Additional Purchases.
1.1 Agreement to Vote Shares. Until the termination of this
Agreement pursuant to Section 6 below, at every meeting of the stockholders of
Parent called with respect to any of the following, and at every adjournment
thereof, and on every action or approval by written consent of the stockholders
of Parent with respect to any of the following, Stockholder shall cause the
Shares and any New Shares (as defined below) to be voted in favor of approval of
the issuance of shares of Parent's Common Stock (the "PARENT COMMON STOCK"), to
the stockholders of the Company pursuant to the Merger Agreement.
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1.2 Definitions. For purposes of this Agreement:
"Shares" shall mean all issued and outstanding shares of Common Stock and
Series C Preferred Stock of Parent owned of record or beneficially (over which
beneficially-owned shares the Stockholder exercises voting power) by the
Stockholder as of the record date for persons entitled (a) to receive notice
of, and to vote at the meeting of the stockholders of Parent called for
the purpose of voting on the matter referred to in Section 1.1, or (b) to take
action by written consent of the stockholders of Parent with respect to
the matter referred to in Section 1.1.
"Subject Securities" shall mean: (i) all securities of Parent (including
all shares of Parent Capital Stock and all options, warrants and other rights
to acquire shares of Parent Capital Stock) beneficially owned by Stockholder as
of the date of this Agreement; and (ii) all additional securities of Parent
(including all additional shares of Parent Capital Stock and all additional
options, warrants and other rights to acquire shares of Parent Capital Stock)
of which Stockholder acquires ownership during the period from the date of this
Agreement through the termination of this Agreement pursuant to Section 6 below.
A person shall be deemed to have affected a "Transfer" of a security if
such person directly or indirectly: (i) sells, pledges, encumbers, grants an
option with respect to, transfers or disposes of such security or any interest
in such security; or (ii) enters into an agreement or commitment providing for
the sale of, pledge of, encumbrance of, grant of an option with respect to,
transfer of or disposition of such security or any interest therein.
1.3 Additional Purchases. Stockholder agrees that any shares of
capital stock of Parent that Stockholder purchases or with respect to which
Stockholder otherwise acquires beneficial ownership (over which
benefically-owned shares the Stockholder exercises voting power) after the
execution of this Agreement and prior to the date of termination of this
Agreement ("New Shares") shall be subject to the terms and conditions of this
Agreement to the same extent as if they constituted Shares.
1.4 Transferee of Subject Securities to be Bound by this Agreement.
Stockholder agrees that, during the period from the date of this Agreement
through the termination of this Agreement pursuant to Section 6 below,
Stockholder shall not cause or permit any Transfer of any of the Subject
Securities to be effected unless such Transfer is in accordance with any
affiliate agreement between Stockholder and the Company contemplated by the
Merger Agreement to which such Stockholder is bound and each person to which any
of such Subject Securities, or any interest in any of such Subject Securities,
is or may be transferred shall have: (a) executed a counterpart of this
Agreement and the Proxy (defined below) (with such modifications as the Company
may reasonably request); and (b) agreed in writing to hold such Subject
Securities (or interest in such Subject Securities) subject to all of the terms
and provisions of this Agreement.
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2. Irrevocable Proxy. Concurrently with the execution of this Agreement,
Stockholder agrees to deliver to Parent a proxy in the form attached hereto as
Exhibit A (the "PROXY"), which shall be irrevocable, with respect to the Shares.
3. Representations and Warranties of the Stockholder. Stockholder (i) is
the owner of the shares of capital stock of Parent, and the options, warrants
and other rights to acquire shares of capital stock of Parent, indicated on the
final page of this Agreement, which at the date hereof are free and clear of
any liens, claims, options, charges or other encumbrances; (ii) does not
beneficially own any securities of the Company other than the shares of capital
stock of Parent, and options, warrants and other rights to acquire shares of
capital stock of Parent, indicate on the final page of this Agreement; and
(iii) has full power and authority to make, enter into and carry out the terms
of this Agreement.
4. Additional Documents. Stockholder and the Company hereby covenant and
agree to execute and deliver any additional documents necessary or desirable, in
the reasonable opinion of the Company or Stockholder, as the case may be, to
carry out the intent of this Agreement.
5. Consent and Waiver. Stockholder (not in his capacity as a director or
officer of Parent) hereby gives any consents or waivers that are
reasonably required for the issuance of the Parent Common Stock under the terms
of any agreements to which Stockholder is a party or pursuant to any rights
Stockholder may have.
6. Termination. This Agreement shall terminate and shall have no further
force or effect as of 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 or (ii) such date and time as the Merger Agreement shall have
been terminated pursuant to Article VII thereof.
7. Miscellaneous.
7.1 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.
7.2 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 prior written consent of the other.
7.3 Amendments and Modification. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
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7.4 Specific Performance; Injunctive Relief. The parties hereto
acknowledge that Parent 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 the Company upon any such violation, the
Company shall have the right to enforce such covenants and agreements by
specific performance, injunctive relief or by any other means available to the
Company at law or in equity.
7.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or telex, or sent by mail (registered or certified
mail, postage prepaid, return receipt requested) or overnight courier (prepaid)
to the respective parties as follows:
If to Parent: DataWorks Corporation
0000 Xxxxxxx Xxxxxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxx, XX 00000
Attn: General Counsel
With a copy to: Xxxxxx Godward LLP
0000 Xxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxxx, XX 00000
Attn: Xxxxxxxxx X. Xxxx, Esq.
If to the Stockholder: To the address for notice set forth on
last page hereof.
With a copy to: Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxx, Esq.
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
7.6 Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the internal laws of the State of Delaware
(without regard to the principles of conflict of laws thereof).
7.7 Entire Agreement. This Agreement contains the entire understanding
of the parties in respect of the subject matter hereof, and supersedes all prior
negotiations and understandings between the parties with respect to such subject
matter.
7.8 Counterparts. 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.
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7.9 Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction or interpretation of
this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the date and year first above written.
COMPANY
By:
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Name:
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Title:
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STOCKHOLDER:
By:
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Name:
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Title:
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Stockholder's Address for Notice:
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Outstanding Shares of Common
------- Stock of the Company
Outstanding Shares of Series C
------- Preferred Stock of the Company
Outstanding Shares of Common
------- Stock of the Company subject to
outstanding stock options
***VOTING AGREEMENT***
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EXHIBIT A
IRREVOCABLE PROXY
The undersigned Stockholder of Platinum Software Corporation, a Delaware
corporation ("PARENT"), hereby irrevocably appoints the directors on the Board
of Directors of DataWorks Corporation, a Delaware corporation (the "COMPANY"),
and each of them, as the sole and exclusive attorneys and proxies of the
undersigned, with full power of substitution and resubstitution, to the full
extent of the undersigned's rights with respect to the voting of the Shares and
the New Shares (each as defined in the Voting Agreement of even date between the
Company and the Stockholder (the "VOTING AGREEMENT")) on the matter described
below (and on no other matter), until such time as that certain Agreement and
Plan of Reorganization dated as of October 13, 1998 (the "MERGER AGREEMENT"),
among Parent, Zoo Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Parent ("MERGER SUB"), and the Company, shall be terminated in
accordance with its terms or the Merger (as defined in the Merger Agreement)
becomes effective. Upon the execution hereof, all prior proxies given by the
undersigned with respect to the Shares and any and all other shares or
securities issued or issuable in respect thereof on or after the date hereof are
hereby revoked and no subsequent proxies will be given.
This proxy is irrevocable, is granted pursuant to the Voting Agreement and
is granted in consideration of the Company entering into the Merger Agreement.
The attorneys and proxies named above will be empowered at any time prior to
the earlier of termination of the Merger Agreement and the date on which the
Merger becomes effective to exercise all voting rights (including, without
limitation, the power to execute and deliver written consents with respect to
the Shares) of the undersigned at every annual, special or adjourned meeting of
Parent's stockholders, and in every written consent in lieu of such a meeting,
or otherwise, to vote the Shares in favor of approval of the issuance of shares
of parent Common Stock to the stockholders of the Company pursuant to the
Merger Agreement.
The attorneys and proxies named above may only exercise this proxy to vote
the Shares subject hereto at any time prior to the earlier of termination of
the Merger Agreement and the date on which the Merger becomes effective, at
every annual, special or adjourned meeting of the Stockholders of the Company
and in every written consent in lieu of such meeting, in favor of approval of
the issuance of shares of Parent Common Stock to the stockholders of the
Company pursuant to the Merger Agreement. The undersigned stockholder may vote
the Shares on all other matters.
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Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy is irrevocable.
Dated: October 13, 1998
Signature of Stockholder:
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Print name of Stockholder:
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***PROXY***
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