EXHIBIT 2
---------
VOTING AGREEMENT
This Voting Agreement (this "Agreement") dated as of December 7, 1999, is by
---------
and among RoweCom Inc. ("RoweCom"), a Delaware corporation; RoweCom Merger
-------
Corporation ("Merger Sub"), a Delaware corporation that is a wholly owned
----------
subsidiary of RoweCom; NewsEdge Corporation ("NewsEdge"), a Delaware
--------
corporation; Xx. Xxxxxxx X. Xxxx, who is a stockholder and the Chairman of the
Board and Chief Executive Officer of RoweCom; and Xxxxxx X. XxXxxxx, who is a
stockholder and the Chairman of the Board and Chief Executive Officer of
NewsEdge (each of Xx. Xxxx and Xx. XxXxxxx, a "Stockholder," and both of them,
-----------
collectively, the "Stockholders").
------------
RoweCom, Merger Sub, and NewsEdge want to enter into an Agreement and Plan of
Merger and Reorganization (the "Merger Agreement") dated or to be dated as of or
about the date of this Agreement, pursuant to which Merger Sub will be merged
with and into NewsEdge (the "Merger"), with NewsEdge being the surviving
------
corporation in the Merger and becoming a wholly owned subsidiary of RoweCom.
RoweCom, Merger Sub, and NewsEdge would not be willing to enter into the
Merger Agreement or to incur the significant out-of-pocket and opportunity costs
of proceeding with the actions necessary to consummate the Merger unless each of
Xx. Xxxx and Xx. XxXxxxx enters into this Agreement. Each of Xx. Xxxx and Xx.
XxXxxxx believes the Merger will benefit him, and is entering into this
Agreement to induce RoweCom, Merger Sub, and NewsEdge to enter into the Merger
Agreement.
Accordingly, the parties agree as follows:
As used in this Agreement, the term "his Company," when used with reference
to Xx. Xxxx, means RoweCom, and when used with reference to Xx. XxXxxxx, means
NewsEdge; and the term "Other Company," when used with reference to Xx. Xxxx,
means NewsEdge, and when used with reference to Xx. XxXxxxx, means RoweCom.
Notwithstanding any other provision of this Agreement, the obligations of
each of the Stockholders hereunder are several and not joint or joint and
several.
1. Representations and Warranties. Each of the Stockholders severally
represents and warrants, with respect to himself only, as follows:
-2-
(a) The Stockholder is the record and beneficial owner of the number of
shares (his "Shares") of his Company's Common Stock ("Capital Stock")
------ -------------
indicated below his name in the attached signature pages. This Agreement has
been duly authorized, executed, and delivered by him, and constitutes his
valid and binding agreement, enforceable against him in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or other similar laws of general
application respecting creditors' rights and by general equitable principles.
(b) His execution and delivery of this Agreement, performance of his
obligations hereunder, and consummation of the transactions contemplated
hereby will not: (i) result in a violation of, default under, or conflict
with any contract, trust, commitment, agreement, understanding, arrangement,
or restriction of any kind to which he is a party or by which he is bound or
to which his Shares are subject, or (ii) violate or require any consent,
approval, or notice under any provision of any judgment, order, decree,
statute, law, rule or regulation applicable to him or his Shares.
(c) His Shares and the certificates representing them are now, and at all
times during the term hereof will be, held by him (or by a nominee or
custodian for his benefit), free and clear of all liens, security interests,
proxies, voting trusts or agreements, or any other encumbrances whatsoever,
except for any such encumbrances or proxies arising hereunder.
(d) He understands and acknowledges that RoweCom, Merger Sub, and
NewsEdge are entering into the Merger Agreement in reliance upon his
execution and delivery of this Agreement, and that that the irrevocable proxy
set forth in Section 4 is granted to induce RoweCom, Merger Sub, and NewsEdge
to do so.
2. Voting Agreement. Each of the Stockholders, severally, irrevocably
agrees as follows:
(a) At any meeting (including adjournments and postponements) of
stockholders of his Company called to vote upon the Merger, and in any
other circumstances upon which a vote, consent, or other approval with
respect to the Merger is sought (a "Stockholders' Meeting"), he will vote
---------------------
(or cause to be voted) all of his Shares in favor of the Merger, the Merger
Agreement, and each of the other transactions contemplated by the Merger
Agreement that is submitted to a vote of his Company's stockholders.
-3-
(b) At any meeting (including adjournments and postponements) of
stockholders of his Company or in any other circumstances upon which their
vote, consent, or other approval is sought, he will vote (or cause to be
voted) all of his Shares against: (i) any merger agreement or merger
(other than the Merger Agreement and the Merger), consolidation,
combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding-up of or by his Company, and (ii) any
amendment of his Company's certificate of incorporation or bylaws or other
proposal or transaction involving his Company or any of its subsidiaries
that would in any way impede, frustrate, prevent, or nullify the Merger,
the Merger Agreement, or any of the other transactions contemplated by the
Merger Agreement (each of the foregoing in clause (i) or (ii) above, a
"Competing Transaction").
---------------------
3. Covenants. Each Stockholder, severally, agrees not to: (i) transfer
(which term for purposes of this Agreement includes without limitation any
sale, gift, pledge, or other disposition), or consent to or permit any
transfer of any of his Shares or any interest therein, except pursuant to
the Merger; (ii) enter into any contract, option, or other agreement or
understanding with respect to any transfer of any of his Shares or any
interest therein; (iii) grant any proxy, power of attorney, or other
authorization in or with respect to his Shares, except for this Agreement;
(iv) deposit his Shares into a voting trust or enter into a voting
agreement or arrangement with respect to his Shares; (v) initiate, solicit,
or encourage, or take any action to facilitate the making of, any offer or
proposal that constitutes or is reasonably likely to lead to an Acquisition
Proposal (as defined in the Merger Agreement); or (vi) in the event of any
unsolicited proposed Acquisition Proposal, engage in negotiations with or
discussions with, or provide any information or data to, any person or
entity (other than RoweCom and its representatives) relating to any
Acquisition Proposal.
4. Grant of Irrevocable Proxy; Appointment of Proxy.
(a) Each of the Stockholders hereby irrevocably grants to and appoints
the other, in the other's capacity as Chief Executive Officer of the Other
Company, and any individual who hereafter may succeed to such office of the
Other Company, as such Stockholder's proxy and attorney-in-fact (with full power
of substitution), for and in the name, place, and stead of such Stockholder, to
vote such Stockholder's Shares, or grant a consent or approval in respect of
such Stockholder's Shares: (i) in favor of the Merger, the Merger Agreement,
and each of the other transactions contemplated by the Merger
-4-
Agreement, and (ii) against any Competing Transaction.
(b) Each Stockholder represents that any proxies heretofore given (not
including the proxy granted herein) in respect of such Stockholder's Shares are
not irrevocable, and that any such proxies are hereby revoked.
(c) Each Stockholder hereby acknowledges and agrees that his irrevocable
proxy set forth in this Section 4: (i) is given in connection with and to
induce the execution of the Merger Agreement and to secure the performance of
the duties of the Stockholder under this Agreement, and (ii) is coupled with an
interest on the part of each of the other parties to this Agreement, and may not
be revoked. Each Stockholder hereby ratifies and confirms all that his proxy
and attorney-in-fact may lawfully do or cause to be done by virtue of the
granting of such Stockholder's irrevocable proxy.
5. Certain Events. Each of Stockholders severally agrees that this
Agreement and his obligations hereunder will attach to his Shares and will be
binding on any person or entity to which legal or beneficial ownership of any of
his Shares may pass, whether by operation of law or otherwise, including without
limitation his heirs, legatees, successors, and assigns. If either Stockholder
acquires additional shares of his Company's Capital Stock or other voting
securities, whether by purchase, gift, by reason of any stock split, stock
dividend, merger, reorganization, recapitalization, or other change in the
capital structure of his Company affecting its Capital Stock, or otherwise, his
obligations hereunder will apply to any and all such additional shares of
Capital Stock and other voting securities.
6. Stop Transfer. Each of RoweCom and NewsEdge agrees not to register or
permit the registration of, or in any way to recognize or give effect to, any
transfer or purported transfer of any Shares made or purported to have been made
other than compliance with this Agreement.
7. Further Assurances. Each of the Stockholders, upon the Other Company's
request, will execute and deliver such additional documents and take such
further actions as may reasonably be requested by the Other Company to carry out
the purposes of this Agreement.
8. Termination. This Agreement, and all rights and obligations of the
parties hereunder; will terminate, and the proxies granted under paragraph 4
will expire, upon the earlier of the "Effective Time" (as defined in the Merger
Agreement) or termination of the Merger Agreement in accordance with Section 12
thereof.
-5-
9. Enforcement Costs. If any party to this Agreement institutes an action
against any other party for the enforcement of this Agreement, the prevailing
party in such action will be entitled to reimbursement from the non-prevailing
party, on demand, of all costs and expenses incurred by the prevailing party in
connection with such action, including court costs and reasonable legal fees.
10. Miscellaneous.
10.1. Counterparts. This Agreement may be executed by the parties in
separate counterparts, each of which when so executed and delivered will be an
original, but all of which together will constitute one and the same agreement.
In pleading or proving this Agreement, it will not be necessary to produce or
account for more than one such counterpart.
10.2. Captions. The captions of sections or subsections of this Agreement
are for reference only and will not affect the interpretation or construction of
this Agreement.
10.3. Equitable Relief. Each of the parties hereby acknowledges that any
breach of his or its obligations under this Agreement would cause substantial
and irreparable damage to the other parties, and that money damages would be an
inadequate remedy therefor, and accordingly, acknowledges and agrees that each
other party will be entitled to an injunction, specific performance, and/or
other equitable relief to prevent the breach of such obligations.
10.4. Construction. The language used in this Agreement is the language
chosen by the parties to express their mutual intent, and no rule of strict
construction will be applied against any party.
10.5. Amendments and Waivers. This Agreement may not be amended, modified,
or supplemented except by a writing duly executed by RoweCom, Merger Sub,
NewsEdge, and each of the Stockholders.
No waiver of any breach or default hereunder will be valid unless in a
writing signed by the waiving party. No failure or other delay by any party
exercising any right, power, or privilege hereunder will be or operate as a
waiver thereof, nor will any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power, or
privilege.
10.6. Entire Agreement. This Agreement, together with the Merger
Agreement, contains the entire understanding and agreement among the
-6-
parties, and supersedes any prior understandings or agreements among them, or
between or among any of them, with respect to the subject matter hereof.
10.7. Governing Law. This Agreement will be governed by and interpreted
and construed in accordance with the internal laws of the State of Delaware, as
applied to contracts under seal made, and entirely to be performed, within
Delaware, and without reference to principles of conflicts or choice of laws.
[The rest of this page is intentionally left blank.]
- Signature Page to Voting Agreement -
Executed and delivered as an agreement under seal as of the date first above
written.
ROWECOM: ROWECOM INC.
By /s/ Xxxxxxx X. Xxxx
--------------------------
Xx. Xxxxxxx X. Xxxx
Chairman and Chief Executive Officer
MERGER SUB: ROWECOM MERGER CORPORATION
By /s/ Xxxxxxx X. Xxxx
--------------------------
Xx. Xxxxxxx X. Xxxx
President
NEWSEDGE: NEWSEDGE CORPORATION
By /s/ Xxxxxx X. XxXxxxx
--------------------------
Xxxxxx X. XxXxxxx
Chairman and Chief Executive Officer
XX. XXXX: /s/ Xxxxxxx X. Xxxx
----------------------------
(signature)
Numbers of shares of RoweCom's Capital Stock
owned of record and beneficially: 1,441,848.
(An additional 258,993 shares are in the process of being
issued to Xx. Xxxx. Pursuant to Section 5, once issued,
these additional shares will be subject to this
Agreement.)
XX. XXXXXXX: /s/ Xxxxxx X. XxXxxxx
----------------------------
(signature)
Numbers of shares of NewsEdge's Capital Stock
owned of record and beneficially: 1,759,602
