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EXHIBIT 10.32
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:
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Name: Name:
Title: Title:
Stockholder's Address for Notice:
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PARADISE ELECTRONICS, INC. ----------------------------------------
By:
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Name: Name:
Title: 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]
