EXHIBIT 99.2
COMPANY SHAREHOLDER AGREEMENT
COMPANY SHAREHOLDER AGREEMENT, dated as of July 22, 1998 (this
"Agreement") by and between Digital Microwave Corporation ("Parent") and V.
Xxxxx Xxxxxxxxx (the "Shareholder").
WITNESSETH:
WHEREAS, Section 5.06 of the Agreement and Plan of Reorganization and
Merger, dated as of the date hereof (the "Merger Agreement"; all terms not
defined herein shall have the meanings set forth in the Merger Agreement), by
and among Parent, Iguana Merger Corp. and Innova Corporation (the "Company")
requires that the Company use its reasonable best efforts to cause the
shareholders listed on Schedule 5.06 of the Merger Agreement to enter into a
shareholder agreement with Parent; and
WHEREAS, the Shareholder desires to assist the Company in consummating
the Merger.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Parent and the Shareholder hereby agree as follows:
1. The Shareholder shall vote all of its beneficially owned shares
of the Common Stock of the Company in favor of the Merger at a shareholders
meeting of the Company held for the purpose of approving the Merger and the
transactions contemplated in the Merger Agreement, unless the board of directors
of the Company withdraws its recommendation to the shareholders of the Company
in favor of the Merger and the transactions contemplated in the Merger
Agreement.
2. The Shareholder shall not make any sale, disposition or other
transfer of, or otherwise reduce the Shareholder's investment risk with respect
to, the Parent Common Shares received by the Shareholder pursuant to the Merger
during the thirty days prior to the Effective Time without the prior written
consent of Parent. The Shareholder further agrees that, in order to preserve
pooling-of-interests accounting treatment of the Merger, the Shareholder will
not sell, transfer or otherwise dispose of, nor will the Shareholder reduce its
risk with respect to, any of the Parent Common Shares to be received pursuant to
the Merger, directly or indirectly, during a period of time beginning with the
Effective Time and ending with a date upon which financial results of at least
30 days of post-merger combined operations have been first published by Parent
in accordance with SEC Accounting Series Release No. 130 as amended by Release
No. 135 (including without limitation, entering into any loan transaction or
pledge of stock which by its terms would allow a third party to own or sell any
of the Parent Common Shares to be received by the Shareholder prior to the
expiration of such period). Further, the Shareholder will not knowingly take
any other action which could reasonably be expected to jeopardize the accounting
treatment of the transactions contemplated by the Merger Agreement as a pooling
of interests.
3. The Shareholder shall take all actions and execute such documents
as are reasonably requested by Parent to carry out the foregoing matters.
4. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of Delaware applicable to contracts
executed and fully performed within the State of Delaware, without regard to the
conflicts of laws provisions thereof.
5. This Agreement may be executed in one or more counterparts, and
by each party hereto in separate counterparts, each of which when executed shall
be deemed to be an original but all of which taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, Parent and the Shareholder have caused this
Agreement to be executed as of the date first above written.
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DIGITAL MICROWAVE CORPORATION
By /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman & Chief Executive
Officer
SHAREHOLDER
/s/ V. Xxxxx Xxxxxxxxx
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V. Xxxxx Xxxxxxxxx
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