Exhibit 99.9
VOTING AGREEMENT
VOTING AGREEMENT, dated as of June 13, 2002 (the "AGREEMENT"), among
Safeguard Scientifics, Inc., a Pennsylvania corporation ("PARENT"), Safeguard
Delaware, Inc., a Delaware corporation and a direct wholly owned subsidiary of
Parent ("PURCHASER"), and ___________________ (the "STOCKHOLDER"). All terms
used herein and not defined shall have the meaning ascribed to them in the
Purchase Agreement (as defined below).
RECITALS
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Parent, Purchaser and ChromaVision Medical Systems, Inc., a Delaware
corporation (the "COMPANY") are entering into a Securities Purchase Agreement,
dated as of the date hereof (as the same may be amended from time to time, the
"PURCHASE AGREEMENT"), which provides for, upon the terms and subject to the
conditions set forth therein, (i) the purchase by the Purchaser from the Company
of 4,416,404 shares of common stock, par value $.01 per share, of the Company
("COMMON STOCK"), and (ii) the issuance by the Company to the Purchaser of a
warrant to purchase common stock (the "WARRANT");
WHEREAS, pursuant to Section 1.4 of the Purchase Agreement, the Company
must call a special meeting of its stockholders to consider and vote upon the
approval of (i) the issuance by the Company to the Purchaser of 362,663 shares
of Common Stock and the Warrant, (ii) the preemptive rights granted to the
Purchaser by the Company under Section 4.3 of the Purchase Agreement and (iii)
the issuance by the Company of more than an aggregate of 4,002,547 shares of
Common Stock upon the conversion of shares of the Company's Series D 5%
Cumulative Convertible Preferred Stock (the "PREFERRED STOCK"), payment of
dividends thereon or upon exercise of the warrants to purchase Common Stock
issued in connection with the sale of the Preferred Stock (the matters contained
in (i), (ii) and (iii) collectively, the "APPROVAL MATTERS");
WHEREAS, as of the date hereof, the Stockholder owns (beneficially and
of record) the number of shares of Common Stock set forth on Schedule I hereto
(all such shares so owned and which may hereafter be acquired by the Stockholder
prior to the termination of this Agreement, whether upon the exercise of options
or by means of purchase, dividend, distribution or otherwise, being referred to
herein as the Stockholder's "SHARES");
WHEREAS, as a condition to their willingness to enter into the Purchase
Agreement, Parent and Purchaser have required that the Stockholder enter into
this Agreement; and
WHEREAS, in order to induce Parent and Purchaser to enter into the
Purchase Agreement, the Stockholder is willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Parent, Purchaser and the Stockholder hereby agree as follows:
ARTICLE 1
Voting of Shares and
Other Covenants of the Stockholder
Section 1.01 Voting of Shares. From the date hereof until the earliest
to occur of (x) the approval of the Approval Matters by the requisite vote of
the stockholders of the Company, (y) the
payment by the Company of the Second Closing Termination Fee (as defined in the
Purchase Agreement) and (z) the date that is six months from the date hereof
(the "TERM"), at any meeting of the stockholders of the Company, however called,
and in any action by consent of the stockholders of the Company, the Stockholder
shall vote his/her Shares (i) in favor of the Approval Matters, (ii) against any
proposal for action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Purchase Agreement or which is reasonably likely to result in any of
the conditions of the Purchaser's obligations under the Purchase Agreement not
being fulfilled, any change in the directors of the Company, any change in the
present capitalization of the Company or any amendment to the Company's
Certificate of Incorporation, as amended, or Bylaws, as amended, any other
material change in the Company's corporate structure or business or any other
action which in the case of each of the matters referred to in this clause (ii)
could reasonably be expected to impede, interfere with, delay, postpone or
materially adversely affect the transactions or any other actions contemplated
by the Purchase Agreement or the likelihood of such transactions being
consummated and (iii) in favor of any other matter necessary for consummation of
the transactions and actions contemplated by the Purchase Agreement which is
considered at any such meeting of stockholders or in such consent, and in
connection therewith to execute any documents which are necessary or appropriate
in order to effectuate the foregoing, including the ability for Purchaser or its
nominees to vote such Shares directly.
Section 1.02 No Inconsistent Arrangements. The Stockholder shall not
during the Term (i) transfer (which term shall include, without limitation, any
sale, assignment, gift, pledge, hypothecation or other disposition), or consent
to any transfer of, any or all of his/her Shares or any interest therein, or
create or permit to exist any Encumbrance (as defined below) on such Shares,
(ii) enter into any contract, option or other agreement or understanding with
respect to any transfer of any or all of such Shares or any interest therein,
(iii) grant any proxy, power-of-attorney or other authorization in or with
respect to such Shares, (iv) deposit such Shares into a voting trust or enter
into a voting agreement or arrangement with respect to such Shares or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of its obligations hereunder or the transactions contemplated
hereby.
Section 1.03 Proxy/Power of Attorney. The Stockholder hereby revokes
any and all prior proxies or powers of attorney in respect of any of his/her
Shares and constitutes and appoints Purchaser and Parent, or any nominee of
Purchaser and Parent, with full power of substitution and resubstitution, at any
time during the Term, as its true and lawful attorney and proxy (its "PROXY"),
for and in his/her name, place and xxxxx, to demand that the Secretary of the
Company call a special meeting of the stockholders of the Company for the
purpose of considering any matter referred to in Section 1.01 above and to vote
each of such Shares as his/her Proxy, at every annual, special, adjourned or
postponed meeting of the stockholders of the Company, including the right to
sign his/her name (as stockholder) to any consent, certificate or other document
relating to the Company and any matter referred to in Section 1.01 above that
Delaware law may permit or require.
THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED
WITH AN INTEREST THROUGHOUT THE TERM
Section 1.04 Stop Transfer. The Stockholder shall not request that the
Company register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of his/her Shares, unless such transfer
is made in compliance with this Agreement.
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ARTICLE 2
Representations and Warranties of the Stockholder
The Stockholder hereby represents and warrants to Parent and Purchaser
as follows:
Section 2.01 Due Authorization, etc. The Stockholder has all requisite
power and authority to execute, deliver and perform this Agreement, to appoint
Purchaser and Parent as its Proxy and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement,
the appointment of Purchaser and Parent as his/her Proxy and the consummation of
the transactions contemplated hereby have been duly authorized by all necessary
action on the part of the Stockholder. This Agreement has been duly executed and
delivered by or on behalf of the Stockholder and constitutes a legal, valid and
binding obligation of the Stockholder, enforceable against him/her in accordance
with its terms. There is no beneficiary or holder of a voting trust certificate
or other interest of any trust of which the Stockholder is trustee whose consent
is required for the execution and delivery of this Agreement or the consummation
by the Stockholder of the transactions contemplated hereby.
Section 2.02 No Conflicts; Required Filings and Consents.
(a) The execution and delivery of this Agreement by the
Stockholder does not, and the performance of this Agreement by the Stockholder
will not, (i) conflict with or violate any trust agreement or other similar
documents relating to any trust of which the Stockholder is trustee, (ii)
conflict with or violate any law applicable to the Stockholder or by which the
Stockholder or any of the Stockholder's properties are bound or affected or
(iii) result in any breach of or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any assets of the Stockholder, including,
without limitation, the Stockholder's Shares, pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which the Stockholder is a party or by which
the Stockholder or any of the Stockholder's assets is bound or affected, except,
in the case of clauses (ii) and (iii), for any such breaches, defaults or other
occurrences that would not prevent or delay the performance by the Stockholder
of the Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by the
Stockholder does not, and the performance of this Agreement by the Stockholder
will not, require any consent, approval, authorization or permit of, or filing
with or notification to, any governmental or regulatory authority, domestic or
foreign, except where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would not
prevent or delay the performance by the Stockholder of the Stockholder's
obligations under this Agreement.
Section 2.03 Title to Shares. The Stockholder is the sole record and
beneficial owner of its Shares, free and clear of any pledge, lien, security
interest, mortgage, charge, claim, equity, option, proxy, voting restriction,
voting trust or agreement, understanding, arrangement, right of first refusal,
limitation on disposition, adverse claim of ownership or use or encumbrance of
any kind ("ENCUMBRANCES"), other than restrictions imposed by the securities
laws or pursuant to this Agreement.
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ARTICLE 3
Miscellaneous
Section 3.01 Termination. This Agreement shall terminate and be of no
further force and effect (i) by the written mutual consent of the parties hereto
or (ii) automatically and without any required action of the parties hereto upon
the termination of the Term. No such termination of this Agreement shall relieve
any party hereto from any liability for any breach of this Agreement prior to
termination.
Section 3.02 Further Assurance. From time to time, at another party's
request and without consideration, each party hereto shall execute and deliver
such additional documents and take all such further action as may be necessary
or desirable to consummate and make effective, in the most expeditious manner
practicable, the transaction contemplated by this Agreement.
Section 3.03 Certain Events. The Stockholder agrees that this Agreement
and the Stockholder's obligations hereunder shall attach to the Stockholder's
Shares and shall be binding upon any person or entity to which legal or
beneficial ownership of such Shares shall pass, whether by operation of law or
otherwise, including, without limitation, the Stockholder's heirs, guardians,
administrators, or successors. Notwithstanding any transfer of Shares, the
transferor shall remain liable for the performance of all its obligations under
this Agreement.
Section 3.04 Specific Performance. The parties hereto agree that
irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof in
any federal court located in the State of Delaware or any Delaware state court,
in addition to any other remedy to which they are entitled at law or in equity.
Section 3.05 Notice. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made (i) as of the date delivered or sent by facsimile if delivered
personally or by facsimile, confirmation received, and (ii) on the third
business day after deposit in the U.S. mail, if mailed by registered or
certified mail (postage prepaid, return receipt requested), in each case to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice, except that notices of changes of address
shall be effective upon receipt):
(a) If to Parent or Purchaser:
Safeguard Scientifics, Inc.
000 Xxxxx Xxxx Xxxxx
000 Xxxxxxxx
Xxxxx, Xxxxxxxxxxxx 00000
Attention: General Counsel
Attention: 610.254.4301
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With a copy to:
Xxxxxx, Xxxxx & Bockius LLP
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx
Facsimile: 215.963.5299
(b) If to the Stockholder, at the address set forth below the
Stockholder's name on Schedule I hereto.
Section 3.06 Expenses. All fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such fees, costs and expenses.
Section 3.07 Headings. The headings herein are included for convenience
of reference only and shall be ignored in the construction or interpretation
hereof.
Section 3.08 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, 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
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such
a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.
Section 3.09 Entire Agreement; No Third-Party Beneficiaries. This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter of this Agreement and supersedes all prior agreements and
understandings, both oral and written, between the parties with respect to the
subject matter of this Agreement. No provision of this Agreement is intended to
confer any rights, benefits, remedies, obligations, or liabilities hereunder
upon any person other than the parties hereto and their respective successors
and assigns.
Section 3.10 Assignment. This Agreement shall not be assigned by
operation of law or otherwise, except that Parent and Purchaser may assign all
or any of their rights hereunder to any affiliate of Parent provided that no
such assignment shall relieve the assigning party of its obligations hereunder.
Section 3.11 Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of Delaware, without regard to
the conflicts of law rules of such state.
Section 3.12 Amendment. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.
Section 3.13 Waiver. Any party hereto may (a) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(b) waive any inaccuracies in the representations
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and warranties of the other parties hereto contained herein or in any document
delivered pursuant hereto and (c) waive compliance by the other parties hereto
with any of their agreements or conditions contained herein. Any agreement on
the part of a party hereto to any such extension or waiver shall be valid only
as against such party and only if set forth in an instrument in writing signed
by such party. The failure of any party hereto to assert any of its rights under
this Agreement or otherwise shall not constitute a waiver of those rights.
Section 3.14 Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, Parent, Purchaser and the Stockholder have caused
this Agreement to be executed as of the date first written above.
SAFEGUARD SCIENTIFICS, INC.
By: __________________________________
Name:
Title:
Safeguard Delaware, Inc.
By: __________________________________
Name:
Title:
STOCKHOLDER
______________________________________
Print Name:
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Schedule I
Number of Shares Owned
Name and Address of Stockholder as of _______ __, 2002
