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EXHIBIT 2
PARENT STOCKHOLDER VOTING AGREEMENT
THIS STOCKHOLDER VOTING AGREEMENT (the "AGREEMENT") is made and entered
into as of January 22, 1999, by and among Genesis Microchip Incorporated, a Nova
Scotia corporation ("PARENT"), Paradise Electronics, Inc., a Delaware
corporation (the "COMPANY") and the undersigned stockholder (the "STOCKHOLDER")
of Parent. Capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed to them in the Reorganization Agreement (as defined
below).
RECITALS
A. Concurrently with the execution of this Agreement, Parent, Rainbow
Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of
Parent ("MERGER SUB"), and the Company have entered into that certain Agreement
and Plan of Reorganization (the "REORGANIZATION AGREEMENT") of even date
herewith, which provides for the merger (the "MERGER") of 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 Common Stock of Parent, as
set forth in the Reorganization Agreement.
B. The Stockholder is the beneficial owner (as defined in Rule 13d-3 under the
United States Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
of such number of shares of the outstanding capital stock of Parent and shares
subject to outstanding options and warrants as is indicated on the signature
page of this Agreement (the "SHARES").
C. In consideration of the execution of the Reorganization Agreement by the
Company, the Stockholder agrees to restrict the transfer or disposition of any
of the Shares, or any other shares of capital stock of the Company acquired by
the Stockholder hereafter and prior to the Expiration Date (as defined in
Section 1 below), and agrees to vote the Shares and any other such shares of
capital stock of the Company so as to facilitate consummation of the Merger.
NOW, THEREFORE, the parties agree as follows:
1. NEW SHARES. The Stockholder agrees that any shares of capital stock of
Parent that the Stockholder purchases or with respect to which the
Stockholder otherwise acquires beneficial ownership after the date of this
Agreement and prior to the Expiration Date ("NEW SHARES") shall be subject
to the terms and conditions of this Agreement to the same extent as if they
constituted Shares. For all purposes hereof, "EXPIRATION DATE" shall mean
the earlier to occur of (i) such date and time as the Merger shall become
effective or (ii) the termination of the Reorganization Agreement in
accordance with its terms.
2. AGREEMENT TO VOTE SHARES. 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, the
Stockholder shall vote the Shares and any New Shares that are then
outstanding and in respect of which the Stockholder has voting power: in
favor of approval of the Reorganization Agreement
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and the Merger and in favor of any matter that could reasonably be expected
to facilitate the Merger, including, without limitation, approval of the
issuance of shares of Parent Common Stock in connection with the Merger.
3. NON-SOLICITATION AGREEMENT. Except as is explicitly permitted under the
Reorganization Agreement, the Stockholder agrees, prior to the Expiration
Date, not to, directly or indirectly, take any of the following actions
with any party other than the Company and its designees: (a) solicit,
initiate, entertain, or encourage any proposals or offers from, or conduct
discussions with or engage in negotiations with, any person relating to any
possible acquisition of Parent (whether by way of merger, purchase of
capital stock, purchase of assets or otherwise), any material portion of
its capital stock or assets or any equity interest in Parent, (b) provide
information with respect to Parent to any person, other than the Company
and its affiliates, relating to, or otherwise cooperate with, facilitate or
encourage any effort or attempt by any such person with regard to, any
possible acquisition of Parent (whether by way of merger, purchase of
capital stock, purchase of assets or otherwise), any material portion of
its capital stock or assets or any equity interest in Parent, (c) enter
into an agreement with any person, other than the Company and its
affiliates, providing for the acquisition of Parent (whether by way of
merger, purchase of capital stock, purchase of assets or otherwise), any
material portion of its capital stock or assets or any equity interest in
Parent, or (d) make or authorize any statement, recommendation or
solicitation in support of any possible acquisition of Parent (whether by
way of merger, purchase of capital stock, purchase of assets or otherwise),
any material portion of its capital stock or assets or any equity interest
in Parent by any person, other than by the Company and its affiliates. In
addition to the foregoing, if the Stockholder receives prior to the
Expiration Date any offer or proposal or request, directly or indirectly,
relating to any of the above, unless Parent has already given such notice,
the Stockholder shall immediately notify the Company thereof, including
information as to the identity of the offeror or the party making any such
offer or proposal and the specific terms of such offer or proposal, as the
case may be.
4. [INTENTIONALLY LEFT BLANK]
5. TRANSFEREE OF SHARES AND NEW SHARES TO BE BOUND BY THIS AGREEMENT.
a. The Stockholder agrees that, during the period from the date of
this Agreement through the Expiration Date, Stockholder shall not cause or
permit any transfer, assignment, conveyance or other disposition of any Shares
or New Shares or be effected unless each person to which any Shares or New
Shares, or any interest in any of such shares, is or may be transferred shall
have: (a) executed a counterpart of this Agreement; and (b) agreed to hold such
Shares and New Shares (or interest in such shares) subject to all of the terms
and provisions of this Agreement; provided, however, that the exercise of
options or warrants or the conversion of convertible securities shall not be
considered prohibited dispositions hereunder so long as the securities so
acquired continue to be Shares or New Shares subject to the terms of this
Agreement.
(a) Notwithstanding the foregoing provisions of this Agreement,
Stockholder may transfer up to ________ Shares not later than thirty (30) days
prior to the date of Closing of the
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Merger free from the restrictions of this Agreement and such Shares shall not be
deemed to be Shares in the hands of the transferee(s) of such Shares.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF STOCKHOLDER. The Stockholder
represents, warrants and covenants to the Company as follows: the
Stockholder: (i) is the beneficial owner of the Shares, which at the date
of this Agreement and at all times up until the Expiration Date will be
free and clear of any liens, claims, options, charges or other
encumbrances, (ii) does not beneficially own any shares of capital stock of
Parent other than the Shares, and (iii) has full power and authority to
make, enter into and carry out the terms of this Agreement.
7. ADDITIONAL DOCUMENTS. The Stockholder and Parent hereby covenant and agree
to execute and deliver any additional documents reasonably necessary or
desirable to carry out the purpose and intent of this Agreement.
8. CONSENT AND WAIVER. The Stockholder hereby gives any consents or waivers
that are reasonably required for the consummation of the Merger under the
terms of any agreement to which the Stockholder is a party or pursuant to
any rights the Stockholder may have.
9. TERMINATION. This Agreement shall terminate and shall have no further force
or effect as of the Expiration Date.
10. LEGENDING OF SHARES. If so requested by the Company, Stockholder agrees
that the Shares and any New Shares shall bear a legend stating that they
are subject to this Agreement. Stockholder agrees that he shall not
transfer, sell, exchange, pledge or otherwise dispose of or encumber the
Shares or any New Shares, without first having the aforementioned legend
affixed to the certificates representing the Shares or any New Shares.
11. MISCELLANEOUS.
b. 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.
(b) 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 any of
the parties without the prior written consent of the other parties.
(c) AMENDMENTS AND MODIFICATION. This Agreement may not be modified,
amended, altered or supplemented except by the execution and delivery of a
written agreement executed by the parties hereto.
(d) SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. The parties acknowledge
that the Company will be irreparably harmed and that there will be no adequate
remedy at law for a violation
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of any of the covenants or agreements of the 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.
(e) NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or by commercial
delivery service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with acknowledgment of complete transmission)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
If to Parent: Genesis Microchip Incorporated
000 Xxxx Xxxxxx Xxxx.
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Attention: Chief Operating Officer
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
With a copy to: Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
If to Stockholder: To the address for notice set forth on the
last page hereof.
If to The Company: Paradise Electronics, Inc.
0000 Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxx
Attention: Chief Executive Officer
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
With a copy to: Xxxxxx Godward LLP
Five Palo Alto Square, 0xx Xxxxx
Xxxx Xxxx, XX 00000-0000
Xxxxxx Xxxxxx
Attention: Xxxxxx X. Xxxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
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(f) GOVERNING LAW. This Agreement shall be governed by, construed
and enforced in accordance with the internal laws of the province of Nova
Scotia, without giving effect to any choice or conflict of law provision or rule
(whether of Nova Scotia or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than Nova Scotia.
(g) ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersede all prior negotiations and understandings between the parties with
respect to such subject matter.
(h) 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.
(i) 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 Agreement to be duly
executed on the day and year first above written.
GENESIS MICROCHIP INCORPORATED STOCKHOLDER
Name:______________________________
By:________________________________ By:________________________________
Name: Name:
Title: Title:
Stockholder's Address for Notice:
___________________________________
PARADISE ELECTRONICS, INC. ___________________________________
By:___________________________________ ___________________________________
Name:
Title: Shares beneficially owned:
________ shares of Parent Common
Stock
________ shares of Parent Common
Stock issuable upon exercise of
outstanding options and warrants
[SIGNATURE PAGE TO PARENT STOCKHOLDER VOTING AGREEMENT]
