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EXHIBIT 99.2
VOTING AGREEMENT
VOTING AGREEMENT (the "Agreement"), dated as of March 8, 2001, between
the undersigned stockholder (the "Stockholder") of Data Dimensions, Inc., a
Delaware corporation (the "Company"), and Lionbridge Technologies, Inc., a
Delaware corporation ("Buyer").
WHEREAS, concurrently with the execution of this Agreement, the Company,
Buyer and Diamond Acquisition Corp., a wholly owned subsidiary of Buyer ("Sub"),
have entered into an Agreement and Plan of Reorganization (as the same may be
amended from time to time, the "Merger Agreement"), providing for the merger
(the "Merger") of Sub with and into the Company pursuant to the terms and
conditions of the Merger Agreement; and
WHEREAS, upon consummation of the Merger, the stockholders of the
Company will receive a number of shares of common stock, par value $.01 per
share, of Buyer ("Buyer Common Stock") for each share of capital stock of the
Company owned by them.
WHEREAS, the Stockholder owns of record and beneficially shares of
capital stock of the Company as set forth on Schedule I hereto (the "Shares");
and
WHEREAS, in order to induce Buyer to enter into the Merger Agreement,
the Stockholder has agreed, upon the terms and subject to the conditions set
forth herein, to vote the Shares and to deliver an irrevocable proxy to Buyer to
vote the Shares at a meeting of the Company's stockholders, in favor of approval
and adoption of the Merger Agreement and the Merger.
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. Agreement to Vote Shares. The Stockholder agrees during the term of
this Agreement to vote the Shares, in person or by proxy, in favor of approval
and adoption of the Merger Agreement and the Merger at every meeting of the
stockholders of the Company at which such matters are considered and at every
adjournment thereof. The Stockholder agrees to deliver to Buyer upon request
prior to any vote contemplated by the previous sentence a proxy substantially in
the form attached hereto as Annex A (a "Proxy"), which Proxy shall be
irrevocable during the term of this Agreement to the extent permitted under
Delaware law, and Buyer agrees to vote the Shares subject to such Proxy in favor
of approval and adoption of the Merger Agreement and the Merger.
If, at any time prior to the expiration of this Agreement, Stockholder,
or a representative of Stockholder, is a member of the Board of Directors of the
Company or an officer of the Company, subject to the Merger Agreement, nothing
in this Agreement shall limit or restrict such director or officer from (i)
acting in his capacity as a director or officer, as the case may be, of the
Company and (ii) exercising his fiduciary duties and responsibilities. It is
understood that this Agreement shall apply to the Stockholder solely in its
capacity as a stockholder and shall not
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apply to the director's or officer's actions, judgments or decisions as a
director or officer of the Company.
2. No Voting Trusts. The Stockholder agrees that the Stockholder will
not, nor will the Stockholder permit any entity under the Stockholder's control
to, deposit any of the Shares in a voting trust or subject any of its Shares to
any arrangement with respect to the voting of the Shares inconsistent with this
Agreement.
3. Limitation on Dispositions and Proxies. During the term of this
Agreement, the Stockholder agrees not to sell, pledge, assign, encumber, dispose
of or otherwise transfer (including by merger, testamentary disposition,
interspousal disposition pursuant to a domestic relations proceeding or
otherwise by operation of law) ("transfer") any of the Shares or any New Shares
(as defined below), or to make any offer or agreement relating thereto at any
time prior to the expiration of this Agreement. The foregoing restrictions shall
not prohibit a transfer of Shares or New Shares to a trust for the benefit of
the Stockholder or a transfer of Shares or New Shares upon the death of the
Stockholder, provided, however, that any transferee with respect to such
transfer shall, as a precondition to such transfer, agree in a writing delivered
to Buyer, to be bound by the terms and conditions of this Agreement. The
Stockholder agrees that any share of capital stock of the Company that the
Stockholder purchases or with respect to which the Stockholder otherwise
acquires beneficial ownership after the date of this Agreement shall be subject
to the terms and conditions of this Agreement to the same extent as if such
shares constituted Shares.
4. Specific Performance. Each party acknowledges that it will be
impossible to measure in money the damage to the other party if a party hereto
fails to comply with the obligations imposed by this Agreement, and that, in the
event of any such failure, the other party will not have an adequate remedy at
law or in damages. Accordingly, each party hereto agrees that injunctive relief
or other equitable remedy, in addition to remedies at law or damages, is the
appropriate remedy for any such failure and will not oppose the granting of such
relief on the basis that the other party has an adequate remedy at law. Each
party hereto agrees that it will not seek, and agrees to waive any requirement
for, the securing or posting of a bond in connection with any other party's
seeking or obtaining such equitable relief.
5. Term of Agreement; Termination. Subject to Section 9(e), the term of
this Agreement shall commence on the date hereof and such term and this
Agreement shall terminate upon the earliest to occur of (i) the Effective Time
(as such term is defined in the Merger Agreement), (ii) the date on which the
Merger Agreement is terminated in accordance with its terms and (iii) the date
on which the Company's Board of Directors withdraws its recommendation, in
accordance with the terms of Section 7.1(d) of the Merger Agreement, to the
Company's stockholders to vote in favor of adoption of the Merger Agreement and
approval of the Merger. Upon such termination, no party shall have any further
obligations or liabilities hereunder; provided, that such termination shall not
relieve any party from liability for any breach of this Agreement prior to such
termination.
6. Representations and Warranties of the Stockholders. Each Stockholder
represents and warrants to Buyer that, as of the date hereof, (a) such
Stockholder has full legal power and
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authority to execute and deliver this Agreement and the Proxy, and (b) the
Shares are free and clear of all proxies.
7. Entire Agreement. This Agreement supersedes all prior agreements,
written or oral, among the parties hereto with respect to the subject matter
hereof and contains the entire agreement among the parties with respect to the
subject matter hereof. This Agreement may not be amended, supplemented or
modified, and no provisions hereof may be modified or waived, except by an
instrument in writing signed by all parties hereto. No waiver of any provisions
hereof by any party shall be deemed a waiver of any other provisions hereof by
any such party, nor shall any such waiver be deemed a continuing waiver of any
provision hereof by such party.
8. Notices. All notices, requests, claims, demands or other
communications hereunder shall be in writing and shall be deemed given when
delivered personally, upon receipt of a transmission confirmation if sent by
telecopy or like transmission (with confirmation) and on the next business day
when sent by a reputable, national overnight courier service to the parties at
the following addresses (or at such other address for a party as shall be
specified by like notice):
If to Buyer: Lionbridge Technologies, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxx, Esq.
Fax No.: (000) 000-0000
With a copy to: Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Fax No.: (000) 000-0000
If to Stockholder:
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With a copy to: Xxxxxx, Xxxxxxxx & Xxxxx
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxxx, Esq.
Fax No.: (000) 000-0000
9. Miscellaneous.
(a) This Agreement shall be deemed a contract made under, and for all
purposes shall be construed in accordance with, the laws of the State of
Delaware, without reference to its conflicts of law principles.
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(b) If any provision of this Agreement or the application of such
provision to any person or circumstances shall be held invalid or unenforceable
by a court of competent jurisdiction, such provision or application shall be
unenforceable only to the extent of such invalidity or unenforceability, and the
remainder of the provision held invalid or unenforceable and the application of
such provision to persons or circumstances, other than the party as to which it
is held invalid, and the remainder of this Agreement shall not be affected.
(c) This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
(d) All Section headings herein are for convenience of reference only
and are not part of this Agreement, and no construction or reference shall be
derived therefrom.
(e) The obligations of the Stockholder set forth in this Agreement shall
not be effective or binding upon the Stockholder until after such time as the
Merger Agreement is executed and delivered by the Company, Buyer and Sub, and
the parties agree that there is not and has not been any other agreement,
arrangement or understanding between the parties hereto with respect to the
matters set forth herein.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
BUYER:
LIONBRIDGE TECHNOLOGIES, INC.
By:
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Xxxx X. Xxxxx
Chief Executive Officer
STOCKHOLDER:
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Name
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SCHEDULE I
Number of shares of Company Common Stock, par
Name of Stockholder value $.001 per share
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ANNEX A
FORM OF PROXY
The undersigned, for consideration received, hereby appoints Lionbridge
Technologies, Inc., a Delaware corporation ("Buyer"), its proxy to vote the
shares of capital stock (the "Shares") of Data Dimensions, Inc., a Delaware
corporation (the "Company"), owned by the undersigned and described in the
Voting Agreement referred to below and which the undersigned is entitled to vote
at any meeting of stockholders of the Company, and at any adjournment thereof,
to be held for the purpose of considering and voting upon a proposal to approve
and adopt the Agreement and Plan of Reorganization, dated as of March 8, 2001
(the "Merger Agreement"), by and among the Company, Buyer and a wholly owned
subsidiary of Buyer ("Sub"), providing for the merger (the "Merger") of Sub with
and into the Company, FOR the Merger Agreement and the Merger. This proxy is
subject to the terms of the Voting Agreement, is coupled with an interest and
revokes all prior proxies granted by the undersigned with respect to such
Shares, is irrevocable and shall terminate and be of no further force and effect
automatically at such time as the Voting Agreement, dated as of March 8,2001
between the undersigned and Buyer, a copy of such Agreement being attached
hereto, terminates in accordance with its terms.
Dated
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(Signature)
Name:
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Title:
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