Exhibit 14
VOTING AGREEMENT
DIGITAL GENERATION SYSTEMS, INC.
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx
STARGUIDE DIGITAL NETWORKS, INC.
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxx, Xxxxxx
Ladies and Gentlemen:
The undersigned, Xxxxx X. Xxxxxxxx, is a beneficial owner of, or has
the right to vote, the number of shares set forth on Schedule I hereto (the
"Shares") of StarGuide Digital Networks, Inc., a corporation organized and
existing under the laws of the State of Nevada (the "Company"), and wishes to
facilitate the merger of SG Nevada Merger Sub Inc., a wholly-owned subsidiary
of Digital Generation Systems, Inc., a corporation organized and existing under
the laws of the State of California ("DG" and such subsidiary, "Merger Sub"),
with and into the Company, pursuant to that certain Agreement and Plan of Merger
by and among the Company, DG and Merger Sub dated as of July 7, 2000 (the
"Agreement" and such merger, the "Merger"). The undersigned recognizes that the
Merger will be of benefit to the undersigned, and that approval of the Merger by
shareholders of the Company at a meeting of Company shareholders (the "Company
Shareholders Meeting") is a condition to the consummation of the Merger and
hereby executes and delivers this Voting Agreement pursuant to Section 5.2 of
the Agreement. All capitalized terms used and not defined herein shall have the
meanings assigned to them in the Agreement.
In consideration of the foregoing and in order to induce DG to act in
connection with the Merger, the undersigned hereby agrees, for the benefit of
the Company and of DG, to (i) attend the Company Shareholders Meeting, in person
or by proxy, or by written consent in lieu of a shareholders meeting, as
applicable, and; (ii) vote (or cause to be voted) all Shares in favor of
adoption and approval of the Agreement, the Merger, and any other matters
necessary to consummate the transactions contemplated in the Agreement in order
to effectuate the Merger. The above agreement to vote shall apply also to any
adjournment or adjournments of the Company Shareholders Meeting.
From and after the date hereof through the earlier of the Effective
Time of the Merger or the termination of the Agreement, the undersigned hereby
agrees not to sell, transfer, pledge, encumber or otherwise dispose of any
Shares or any voting interest in such Shares (collectively, "Transfer"). Any
such Transfer of Shares shall be null and void, and such transferee shall have
no rights as a shareholder of the Company. To the extent inconsistent with the
foregoing provisions of this Voting Agreement, the undersigned hereby revokes
any and all
proxies granted by him with respect to the Shares, and further agrees to execute
and deliver such additional instruments and other documents and to take such
further actions as may be necessary or appropriate to effectuate, carry out, and
comply with all of its obligations hereunder. Without limiting the generality of
the foregoing, the undersigned shall not enter into any agreement or arrangement
(or alter, amend or terminate any existing agreement or arrangement) if such
action would impair its ability to effectuate, carry out, or comply with all the
terms of this Voting Agreement.
The undersigned represents and warrants that: (i) the undersigned has
full power and authority to enter into the agreements set forth herein; (ii)
this Voting Agreement has been duly executed and delivered and constitutes a
valid and binding obligation of the undersigned, enforceable against the
undersigned in accordance with its terms; and (iii) the Shares set forth on
Schedule I hereto are the only voting securities, or voting rights in capital
stock of the Company, owned (beneficially or of record) by the undersigned as of
the date hereof.
This Voting Agreement shall be binding upon and shall inure to the
benefit of and be enforceable by the undersigned and its respective successors
and assigns. The undersigned agrees that irreparable damage would occur if any
provision of this Voting Agreement were not performed in accordance with the
terms hereof and that DG and/or the Company shall be entitled to an injunction
or injunctions to prevent breaches of this Voting Agreement or to enforce
specifically the performance of the terms and provisions hereof in any federal
court located in the State of California or any California state court, in
addition to any other remedy to which it is entitled at law or in equity. In the
event that the Agreement is terminated in accordance with its terms, this Voting
Agreement shall automatically terminate and be of no further force or effect.
Upon such termination, except for any rights DG or the Company may have in
respect of any breach by the undersigned of its obligations hereunder, there
shall be no further obligation or liability hereunder.
Very Truly Yours,
/s/ Xxxxx X. Xxxxxxxx
_______________________________________
dated this 7th day of July, 2000.
Schedule I
COMPANY SHARES
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