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EXHIBIT II
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of
January 22, 2001 by and among Solectron Corporation, a Delaware corporation
("Parent"), and the undersigned Stockholder (the "Stockholder") of Centennial
Technologies, Inc., a Delaware corporation (the "Company").
WHEREAS, Parent, the Company and Merger Sub (as defined below) have
entered into an Agreement and Plan of Merger and Reorganization of even date
herewith (the "Merger Agreement"), which provides for the merger (the "Merger")
of a wholly-owned subsidiary of Parent ("Merger Sub") with and into the Company.
Pursuant to the Merger, all outstanding capital stock of the Company will be
converted into the right to receive the consideration set forth in the Merger
Agreement, and the Company will become a wholly-owned subsidiary of Parent.
WHEREAS, the Stockholder is the beneficial owner (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of such number of (i) shares of the outstanding capital stock of the
Company, and (ii) shares of capital stock of the Company issuable upon the
exercise of outstanding options to acquire such shares of capital stock of the
Company, in each case as is set forth on the signature page of this Agreement.
WHEREAS, in consideration of the execution of the Merger Agreement by
Parent, the Stockholder (solely in his or her capacity as such) is hereby
agreeing to vote the Shares (as defined below) and other such shares of capital
stock of the Company over which the Stockholder has voting power so as to
facilitate the consummation of the Merger.
NOW, THEREFORE, intending to be legally bound, the parties hereto hereby
agree as follows:
1. Certain Definitions. Capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed to them in the Merger
Agreement. For purposes of this Agreement, the following terms shall have the
following respective meanings:
(a) "Expiration Date" shall mean the earlier to occur of (i) such
date and time as the Merger Agreement shall have been validly terminated
pursuant to Article VII thereof, or (ii) such date and time as the Merger shall
become effective in accordance with the terms and conditions of the Merger
Agreement.
(b) "Person" shall mean any individual, any corporation, limited
liability company, general or limited partnership, business trust,
unincorporated association or other business organization or entity, or any
governmental body or authority.
(c) "Shares" shall mean: (i) all voting securities of the Company
beneficially owned by the Stockholder as of the date of this Agreement, and (ii)
all additional voting securities of the Company of which the Stockholder
acquires beneficial ownership during the period commencing with the execution
and delivery of this Agreement until the Expiration Date, including, without
limitation, through the exercise of options, warrants or other rights to acquire
such voting
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securities of the Company, or the conversion of other securities of the Company
into such voting securities of the Company.
(d) Transfer. A Person shall be deemed to have effected 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.
2. Transfer of Shares.
(a) Transferee of Shares to be Bound by this Agreement. The
Stockholder hereby agrees that, at all times during the period commencing with
the execution and delivery of this Agreement until the Expiration Date, the
Stockholder shall not cause or permit any Transfer of any of the Shares (or any
securities convertible into or exercisable or exchangeable for Shares), or any
interest in the foregoing, to be effected unless each Person to which any of
such Shares (or any securities convertible into or exercisable or exchangeable
for Shares), or any interest in any of the foregoing, is or may be Transferred
shall have (i) executed a counterpart of this Agreement and a Irrevocable Proxy
in the form attached hereto as Exhibit A (with such modifications as Parent may
reasonably request), and (ii) agreed in writing to hold such Shares (or any
securities convertible into or exercisable or exchangeable for Shares), or such
interest in the foregoing, subject to the terms and conditions of this
Agreement.
(b) Transfer of Voting Rights. The Stockholder hereby agrees that,
at all times during the period commencing with the execution and delivery of
this Agreement until the Expiration Date, the Stockholder shall not deposit (or
permit the deposit of) any Shares (or any securities convertible into or
exercisable or exchangeable for Shares), or any interest in the foregoing, in a
voting trust or grant any proxy, or enter into any voting agreement or similar
agreement or arrangement in contravention of the obligations of the Stockholder
under this Agreement with respect to any of the Shares (or any securities
convertible into or exercisable or exchangeable for Shares), or any interest in
the foregoing.
3. Agreement to Vote Shares. Until the Expiration Date, at every meeting
of the Stockholders of the Company called, and at every adjournment or
postponement thereof, and on every action or approval by written consent of the
Stockholders of the Company, to the extent that such Shares are entitled to vote
on such matters, the Stockholder (solely in his or her capacity as such) shall
cause the Shares to be voted (i) in favor of approval and adoption of the Merger
Agreement and the Merger, (ii) in favor of each of the other transactions
contemplated by the Merger Agreement, (iii) in favor of any matter that could
reasonably be expected to facilitate the Merger, and (iv) against any matter
that could reasonably be expected to result in a breach of any covenant,
representation, warranty or other obligation of the Company contained in the
Merger Agreement, or could reasonably be expected to result in any of the
conditions to the obligations of the Company under the Merger Agreement not
being satisfied or fulfilled. If the Stockholder is a director of the Company,
nothing contained in this Agreement shall be deemed to apply to, or to limit in
any manner, the obligations of the Stockholder acting as a director of the
Company (in his capacity as
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such) to comply with his fiduciary duties as a director of the Company,
including, without limitation, recommending (in his capacity as a director) that
the stockholders of the Company vote against the Merger and voting (in his
capacity as a director) in favor of a competing transaction or against the
Merger.
4. Irrevocable Proxy. The Stockholder hereby agrees to deliver to
Parent, concurrently with the execution and delivery of this Agreement, a proxy
in the form attached hereto as Exhibit A (the "Proxy"), which shall be
irrevocable to the fullest extent permitted by applicable law, with respect to
the Shares.
5. Representations and Warranties of the Stockholder. The Stockholder
hereby represents and warrants to Parent that, as of the date hereof and at all
times until the Expiration Date: (i) the Stockholder is (and will be, unless
Transferred pursuant to Section 2(a) hereof) the sole beneficial owner of the
shares of Company Common Stock, Company Preferred Stock and the options to
purchase shares of Company Common Stock set forth on the signature page of this
Agreement, with full power to vote or direct the voting of the Shares for and on
behalf of all beneficial owners of the Shares; (ii) the Shares are (and will be,
unless Transferred pursuant to Section 2(a) hereof) free and clear of any liens,
claims, options, rights of first refusal, co-sale rights, charges or other
encumbrances of any kind or nature; (iii) the Stockholder does not beneficially
own any securities of the Company other than the shares of Company Common Stock,
Company Preferred Stock and options to purchase shares of Company Common Stock
set forth on the signature page of this Agreement; and (iv) has (and will have,
unless Transferred pursuant to Section 2(a) hereof) full power and authority to
make, enter into and carry out the terms of this Agreement and the Proxy.
6. Additional Documents. The Stockholder (solely in his or her capacity
as such) hereby agrees to execute and deliver any additional documents necessary
or desirable, in the reasonable opinion of Parent, to carry out the intent of
this Agreement.
7. Consent and Waiver. The Stockholder (solely in his or her capacity as
such) hereby gives any consents or waivers that are reasonably required for the
consummation of the Merger under the terms of any agreements to which the
Stockholder is a party or pursuant to any rights the Stockholder may have.
8. Legending of Shares. If so requested by Parent, the Stockholder
hereby agrees that the Shares shall bear a legend stating that they are subject
to this Agreement and to an irrevocable proxy. Subject to the terms of Section 2
hereof, the Stockholder hereby agrees that the Stockholder shall not Transfer
the Shares without first having the aforementioned legend affixed to the
certificates representing the Shares.
9. Termination. This Agreement shall terminate and shall have no further
force or effect as of the Expiration Date.
10. Miscellaneous.
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(a) Waiver. No waiver by any party hereto of any condition or any
breach of any term or provision set forth in this Agreement shall be effective
unless in writing and signed by each party hereto. The waiver of a condition or
any breach of any term or provision of this Agreement shall not operate as or be
construed to be a waiver of any other previous or subsequent breach of any term
or provision of this Agreement.
(b) Severability. In the event that any term, provision, covenant
or restriction set forth in this Agreement, or the application of any such term,
provision, covenant or restriction to any person, entity or set of
circumstances, shall be determined by a court of competent jurisdiction to be
invalid, unlawful, void or unenforceable to any extent, the remainder of the
terms, provisions, covenants and restrictions set forth in this Agreement, and
the application of such terms, provisions, covenants and restrictions to
persons, entities or circumstances other than those as to which it is determined
to be invalid, unlawful, void or unenforceable, shall remain in full force and
effect, shall not be impaired, invalidated or otherwise affected and shall
continue to be valid and enforceable to the fullest extent permitted by
applicable law.
(c) Binding Effect; Assignment. This Agreement and all of the terms
and 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 Stockholder may be assigned to
any other Person without the prior written consent of Parent.
(d) Amendments. This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and delivery of a written
agreement executed by each of the parties hereto.
(e) Specific Performance; Injunctive Relief. Each of the parties
hereto hereby acknowledge that (i) the representations, warranties, covenants
and restrictions set forth in this Agreement are necessary, fundamental and
required for the protection of Parent and to preserve for Parent the benefits of
the Merger; (ii) such covenants relate to matters which are of a special,
unique, and extraordinary character that gives each such representation,
warranty, covenant and restriction a special, unique, and extraordinary value;
and (iii) a breach of any such representation, warranty, covenant or
restriction, or any other term or provision of this Agreement, will result in
irreparable harm and damages to Parent which cannot be adequately compensated by
a monetary award. Accordingly, Parent and the Stockholder hereby expressly agree
that in addition to all other remedies available at law or in equity, Parent
shall be entitled to the immediate remedy of specific performance, a temporary
and/or permanent restraining order, preliminary injunction, or such other form
of injunctive or equitable relief as may be used by any court of competent
jurisdiction to restrain or enjoin any of the parties hereto from breaching any
representations, warranties, covenants or restrictions set forth in this
Agreement, or to specifically enforce the terms and provisions hereof.
(f) Governing Law. This Agreement shall be governed by and
construed, interpreted and enforced in accordance with the internal laws of the
State of Delaware without giving effect to any choice or conflict of law
provision, rule or principle (whether of the State of Delaware
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or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.
(g) Entire Agreement. This Agreement and the Proxy and the other
agreements referred to in this Agreement set forth the entire agreement and
understanding of Parent and the Stockholder with respect to the subject matter
hereof and thereof, and supersede all prior discussions, agreements and
understandings between Parent and the Stockholder, both oral and written, with
respect to the subject matter hereof and thereof.
(h) Notices. All notices and other communications pursuant to this
Agreement shall be in writing and deemed to be sufficient if contained in a
written instrument and shall be deemed given if delivered personally,
telecopied, sent by nationally-recognized overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to the
respective parties at the following address (or at such other address for a
party as shall be specified by like notice):
If to Parent: Solectron Corporation
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxx X. Xxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
With a copy to: Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
Professional Corporation
One Market, Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
If to the Stockholder: To the address for notice set forth
on the signature page hereof.
With a copy to: Centennial Technologies, Inc.
0 Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
And to: Xxxxxxx, Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attention: Xxxxxxx X. Zemlim, P.C.
Telephone No.: (000) 000-0000
Telecopy no.: (000) 000-0000
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(i) Further Assurances. The Stockholder (in his or her capacity as
such) shall execute and deliver any additional certificate, instruments and
other documents, and take any additional actions, as Parent may deem necessary
or desirable, in the reasonable opinion of Parent, to carry out and effectuate
the purpose and intent of this Agreement.
(j) Headings. The section headings set forth in this Agreement are
for convenience of reference only and shall not affect the construction or
interpretation of this Agreement in any manner.
(k) Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed on the date first above written.
SOLECTRON CORPORATION STOCKHOLDER:
By: By:
--------------------------------- -------------------------------------
Signature
Name: Name:
------------------------------ -----------------------------------
Title: Title:
----------------------------- ----------------------------------
----------------------------------------
Address
----------------------------------------
Telephone Number
----------------------------------------
Facsimile Number
Shares Beneficially Owned:
_______________shares of Company Common
Stock
_______________shares of Company Common
Stock issuable upon the exercise of
outstanding options
______________ shares of Company Preferred
Stock
[VOTING AGREEMENT]
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EXHIBIT A
IRREVOCABLE PROXY
The undersigned stockholder of Centennial Technologies, Inc., a Delaware
corporation (the "Company"), hereby irrevocably (to the fullest extent permitted
by law) appoints the members of the Board of Directors of Solectron Corporation,
a Delaware corporation ("Parent"), and each of them, as the sole and exclusive
attorneys and proxies of the undersigned, with full power of substitution and
resubstitution, to vote and exercise all voting and related rights (to the full
extent that the undersigned is entitled to do so) with respect to all of the
shares of capital stock of the Company that now are or hereafter may be
beneficially owned by the undersigned, and any and all other shares or
securities of the Company issued or issuable in respect thereof on or after the
date hereof (collectively, the "Shares") in accordance with the terms of this
Irrevocable Proxy. The Shares beneficially owned by the undersigned stockholder
of the Company as of the date of this Irrevocable Proxy are listed on the final
page of this Irrevocable Proxy. Upon the undersigned's execution of this
Irrevocable Proxy, any and all prior proxies given by the undersigned with
respect to any Shares are hereby revoked and the undersigned agrees not to grant
any subsequent proxies with respect to the Shares until after the Expiration
Date (as defined below).
This Irrevocable Proxy is irrevocable (to the fullest extent permitted
by applicable law), is coupled with an interest and is granted pursuant to that
certain Voting Agreement of even date herewith by and among Parent and the
undersigned stockholder (the "Voting Agreement"), and is granted in
consideration of Parent entering into that certain Agreement and Plan of Merger
and Reorganization of even date herewith (the "Merger Agreement") by and among
Parent, Centers Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), and the Company. The Merger
Agreement provides for the merger of Merger Sub with and into the Company in
accordance with its terms (the "Merger"). As used herein, the term "Expiration
Date" shall mean the earlier to occur of (i) such date and time as the Merger
Agreement shall have been validly terminated pursuant to Article VII thereof or
(ii) such date and time as the Merger shall become effective in accordance with
the terms and provisions of the Merger Agreement.
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting, consent and similar rights of the undersigned with respect
to the Shares (including, without limitation, the power to execute and deliver
written consents) at every annual, special or adjourned meeting of stockholders
of the Company and in every written consent in lieu of such meeting (i) in favor
of approval and adoption of the Merger Agreement and the Merger, (ii) in favor
of each of the other transactions contemplated by the Merger Agreement, (iii) in
favor of any matter that could reasonably be expected to facilitate the Merger,
and (iv) against any matter that could reasonably be expected to result in a
breach of any covenant, representation, warranty or other obligation of the
Company contained in the Merger Agreement, or could reasonably be expected to
result in any of the conditions to the obligations of the Company under the
Merger Agreement not being satisfied or fulfilled.
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The attorneys and proxies named above may not exercise this Irrevocable
Proxy on any other matter except as provided above. The undersigned stockholder
may vote the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This Irrevocable Proxy is irrevocable (to the fullest extent permitted
by law). This Irrevocable Proxy shall terminate, and be of no further force and
effect, automatically upon the Expiration Date.
Dated: , 2001
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Signature:
--------------------------------
Name:
-------------------------------------
Name and Title of Authorized Signatory:
------------------------------------------
------------------------------------------
Shares Beneficially Owned:
_______________shares of Company Common
Stock
_______________shares of Company Common
Stock issuable upon the exercise of
outstanding options
______________ shares of Company Preferred
Stock
[IRREVOCABLE PROXY]
