EXHIBIT 2.2
FORM OF VOTING AGREEMENT
VOTING AGREEMENT (the "Agreement"), dated as of July 1, 1998, by and
between The Xxxxxxx Group, Inc., a Delaware corporation ("Xxxxxxx") and the
persons who execute this document (each a "Holder", and collectively the
"Holders").
W I T N E S S E T H:
WHEREAS, Xxxxxxx, LECG, Inc., a California corporation ("LECG"), and MGI
Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of
Xxxxxxx ("Sub"), have entered into an Agreement and Plan of Merger dated as of
July 1, 1998 (the "Merger Agreement") pursuant to which Sub shall be merged with
and into LECG (the "Merger");
WHEREAS, the Holders are the beneficial and record owners of shares
(collectively, the "Shares") of common stock, $ .001 par value per share, of
LECG ("Common Stock"); and
WHEREAS, as a condition to Xxxxxxx'x obligations under the Merger Agreement
and in consideration for Xxxxxxx entering into the Merger Agreement and agreeing
to acquire all of the stock of LECG, including all of the Shares, in accordance
with the transaction contemplated by such Merger Agreement, Xxxxxxx has required
and the Holders have agreed to make certain covenants and to grant to Xxxxxxx
certain voting rights relating to the Shares upon the terms and subject to the
conditions hereof;
NOW, THEREFORE, in consideration of the promises and the mutual covenants
and agreements set forth herein, the parties hereto agree as follows:
1. Irrevocable Proxy.
(a) Each Holder hereby designates, constitutes and appoints Xxxxxxx
(through any officer hereafter designated by Xxxxxxx for such purpose)
during the term of this Agreement as such Holder's true and lawful proxy
and attorney-in-fact, with full power of substitution, to vote all of the
Shares for and in the name, place and stead of the Holder, at any annual,
special or other meeting of the shareholders of LECG, and at any
adjournment or adjournments thereof, or to grant consent pursuant to any
consent in lieu of a meeting or otherwise, in favor of any proposal to
approve the Merger Agreement and the Merger and any transactions
contemplated thereby and, in addition, to vote against or withhold consent
to, any proposals for any merger agreement or merger (other than the Merger
or any agreement in respect thereof), consolidation, sale of stock, sale or
purchase of any assets, reorganization, recapitalization, liquidation or
winding up of or by LECG. All power and authority hereby conferred pursuant
to this proxy is coupled with an interest and is irrevocable, subject to
Section 14 of this Agreement.
(b) The proxy granted in this Section 1 is specifically granted in
consideration of the execution and delivery of this Voting Agreement (this
"Agreement") and the Merger Agreement by Xxxxxxx, consummation by Xxxxxxx
of the transactions contemplated thereby and the benefits to be derived by
the Holders thereunder. Each Holder, subject to Section 14 of this
Agreement, agrees that such proxy is coupled with an interest sufficient in
law to support an irrevocable power and shall not be terminated
by any act of any Holder, by lack of appropriate authority or by the
occurrence of any other event or events, provided however that this proxy
shall be revocable upon the occurrence of a material change affecting
Xxxxxxx. This proxy shall also survive the death, divorce, dissolution,
incapacity, bankruptcy, insolvency or liquidation of any Holder.
(c) In the event that Xxxxxxx is unable to exercise such power and
authority for any reason during the term of this Agreement, each Holder
agrees that it will vote all the Shares, at any annual, special or other
meeting of the shareholders of LECG, and at any adjournment or adjournments
thereof, or to grant consent pursuant to any consent in lieu of a meeting
or otherwise, in favor of any proposal to approve the Merger Agreement and
the Merger and any transactions contemplated thereby and, in addition, to
vote against or withhold consent to, any proposals for any merger agreement
or merger (other than the Merger or any agreement in respect thereof),
consolidation, sale of stock, sale or purchase of any assets,
reorganization, recapitalization, liquidation or winding up of or by LECG,
or provide its written consent thereto.
2. Representations and Warranties of the Holder. Each Holder severally
represents and warrants to Xxxxxxx that: (a) such Holder has the requisite power
and authority to enter into and perform this Agreement; (b) the execution and
delivery of this Agreement by such Holder and the consummation by it of the
transactions contemplated hereby and this Agreement has been duly executed and
delivered by such Holder and constitutes a valid and binding obligation of such
Holder, enforceable against such Holder in accordance with its terms; (c) the
execution and delivery of this Agreement by such Holder and the consummation by
such Holder of the transactions contemplated hereby do not require the consent,
waiver, approval, license or authorization of or any filing with any person or
public authority and will not violate, result in a breach of or the acceleration
of any obligation under, or constitute a default (or an event which with notice
or lapse of time or both would become a default), or give rise to rights of
termination, amendment or cancellation of, or result in the creation of a lien
or encumbrance of any of the property or assets of such Holder under, any
provision of any partnership agreement, certificate or articles of
incorporation, bylaws or other governing instruments of such Holder, or
agreement, indenture, mortgage, lien, lease, agreement, contract, instrument,
order, judgment, ordinance, regulation or decree or restriction by which such
Holder or any of such Holder's properties or assets is bound; (d) the Shares set
forth below such Holder's name on the signature page hereto are all of the
securities of LECG owned of record or beneficially by the Holder; (e) each
Holder owns such Holder's Shares free and clear of all liens, charges, claims,
encumbrances and security interests of any nature whatsoever; and (f) such
Holder has not granted any proxy or interest in or with respect to such Holder's
Shares, deposited the Shares into any voting trust or entered into any voting
agreement or other arrangement with respect to the Shares.
3. Representations and Warranties of Xxxxxxx. Xxxxxxx represents and
warrants to the Holders that (a) Xxxxxxx is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the requisite corporate power and authority to enter into and perform
this Agreement and (b) the execution and delivery of this Agreement by Xxxxxxx
and the consummation by it of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of Xxxxxxx and
this Agreement has been duly executed and delivered and constitutes a valid and
binding obligation of Xxxxxxx, enforceable against Xxxxxxx in accordance with
its terms.
4. Covenants of the Holder.
(a) Each Holder hereby covenants and agrees that until this Agreement
is terminated in accordance with the terms of Section 14 below, such Holder
will not, and will not agree to (except with the prior written consent of
Xxxxxxx), directly or indirectly, sell, transfer, assign, pledge,
hypothecate, cause to be redeemed or otherwise dispose of any of the
Shares, or grant any proxy or interest in or with respect to such Shares,
or deposit such Shares into a voting trust or enter into a voting agreement
or arrangement with respect to such Shares except with the prior written
consent of Xxxxxxx, which may be withheld in Xxxxxxx'x sole and absolute
discretion (except in the case of a gift of Shares if the transferee agrees
in writing to be bound by this Agreement, in which case Xxxxxxx shall not
withhold its consent). Each Holder further covenants and agrees that until
this Agreement is terminated in accordance with the terms of Section 14
below, such Holder will not initiate or solicit, directly or indirectly,
any inquiries or the making of any proposal with respect to, or engage in
negotiations concerning, provide any confidential information or data to,
or have any discussions with, any person relating to, any acquisition,
merger, business combination or purchase of all or any significant portion
of the assets of, or any equity interest in LECG or any subsidiary thereof,
except to the extent permitted by Section 6.1 of the Merger Agreement.
(b) Each Holder covenants and agrees not to engage in any action or
omit to take any action which would have the effect of preventing or
disabling (i) such Holder from performing such Holder's obligations under
this Agreement, (ii) Xxxxxxx from exercising its rights hereunder, or (iii)
LECG from performing any of its obligations under the Merger Agreement.
Notwithstanding anything to the contrary contained in this Agreement, the
exercise by LECG's board of directors, or any Holder acting in his capacity
as an LECG director, of LECG's rights pursuant to Section 8.1(g) of the
Merger Agreement shall not be deemed or construed to be a violation of this
Section 4.
5. Specific Performance. Each Holder acknowledges that Xxxxxxx will have
no adequate remedy at law and that irreparable injury to Xxxxxxx would occur if
any Holder fails to perform any of their respective obligations under this
Agreement. In such event, each Holder agrees that Xxxxxxx shall have the right,
in addition to any other rights it may have at law or in equity (and without the
requirement to post a bond or establish inadequate legal remedies), to specific
performance of this Agreement and that such Holder will not take any action to
impede Xxxxxxx'x efforts to enforce such right of specific performance.
6. Notices. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given and made if in writing and if
served by personal delivery upon the party for whom such notice is intended or
if sent by telex or telecopier (and also confirmed in writing), upon receipt of
the correct answer-back, to Xxxxxxx at the address set forth below, and to a
Holder at such Holder's address as set forth on the signature page hereof, or
such other address as may be designated in writing hereafter, in the same
manner, by such person:
If to Xxxxxxx: Xxxxxxx Group. Inc.
000 X. Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxxxx X. Xxxxx
Fax: (000) 000-0000
7. Parties in Interest. This Agreement shall inure to the benefit of and
be binding upon the parties named herein and their respective successors and
permitted assigns. Nothing in this Agreement, express or implied, is intended
to confer upon any Person other than the Holders or Xxxxxxx, or their successors
or permitted assigns, any rights or remedies under or by reason of this
Agreement.
8. Entire Agreement; Amendments. This Agreement contains the entire
agreement between the parties hereto with respect to Subject matter hereof and
supersedes all prior and contemporaneous agreements and understandings, oral or
written, with respect to such transactions. This Agreement may not be changed,
amended or modified orally, but only by an agreement in writing signed by the
party against whom any waiver, change, amendment, modification or discharge may
be sought.
9. Assignment. No party to this Agreement may assign any of its rights or
obligations under this Agreement without the prior written consent of the other
parties hereto, except that Xxxxxxx may assign its rights and obligations
hereunder to any of its direct or indirect subsidiaries or Affiliates, but no
such transfer shall relieve Xxxxxxx of its obligations hereunder if such
transferee does not perform such obligations.
10. Headings. The section heading herein are for convenience only and
shall not affect the construction of this Agreement.
11. Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute one and the same document. This
Agreement will become effective as between Xxxxxxx and each Holder upon
execution by such Holder, without regard to whether this Agreement is executed
by any other Holder.
12. Definitions. For purposes of this Agreement, the terms "affiliate,"
"group" and "beneficial ownership" shall have the meanings assigned thereto in
Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without reference to the
choice of law principles thereof.
14. Termination. This Agreement shall terminate at the earliest of (i)
termination of the Merger Agreement in accordance with its terms or (ii) the
consummation the Merger. This Agreement may be terminated by a Holder with
respect to such Holder in the event a material event regarding Xxxxxxx occurs.
15. 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, such provision shall be deemed modified to the minimum extent
necessary in order that such provision shall be valid and enforceable and 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.
* * * * *
IN WITNESS WHEREOF, Xxxxxxx and each Holder have caused this Agreement to
be duly executed and delivered on the day and year first above written.
XXXXXXX GROUP, INC.
By:_______________________________ By:___________________________________
Name:__________________________
Title:_________________________ Address:_____________________
_____________________
FAX:_________________________
Shares:____________________________
By:___________________________________
Address:_____________________
_____________________
FAX:_________________________
Shares:_______________________________
By:___________________________________
Address:_____________________
_____________________
FAX:_________________________
Shares:_______________________________
By:___________________________________
Address:_____________________
_____________________
FAX:_________________________
Shares:_______________________________
By:___________________________________
Address:_____________________
_____________________
FAX:_________________________
Shares:_______________________________
