EXHIBIT 99.5
USWEB VOTING AGREEMENT
This Voting Agreement ("Agreement") is made and entered into as of
September 1, 1998, by and between CKS Group, Inc., a Delaware corporation
("CKS"), and the undersigned stockholder ("Stockholder") of USWeb Corporation, a
Delaware corporation ("USWeb").
RECITALS
A. Concurrently with the execution of this Agreement, USWeb, CKS and
USWeb Acquisition Corporation 134, a Delaware corporation and a wholly owned
subsidiary of USWeb ("Merger Sub"), have entered into an Agreement and Plan of
Reorganization dated as of September 1, 1998 (the "Merger Agreement") which
provides for the merger (the "Merger") of Merger Sub with and into CKS.
Pursuant to the Merger, shares of capital stock of CKS will be converted into
Common Stock of USWeb on the basis described in the Merger Agreement.
B. The Stockholder is the record holder and beneficial owner (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of such number of shares of the outstanding capital stock of
USWeb as is indicated on the final page of this Agreement (the "Shares").
C. CKS desires the Stockholder to agree, and the Stockholder is willing
to agree, not to transfer or otherwise dispose of any of the Shares, or any
other shares of capital stock of USWeb acquired hereafter and prior to the
Expiration Date (as defined in Section 1.1 below, except as otherwise permitted
hereby), and to vote the Shares and any other such shares of capital stock of
USWeb so as to facilitate consummation of the Merger.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. Agreement to Retain Shares.
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1.1 Definition. As used herein, the term "Expiration Date" shall mean
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the earlier to occur of (i) such date and time as the Merger shall become
effective in accordance with the terms and provisions of the Merger Agreement
and (ii) such date and time as the Merger Agreement shall be terminated pursuant
to Article VII thereof.
1.2 Additional Purchases. Stockholder agrees that any shares of
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capital stock of USWeb that Stockholder purchases or with respect to which
Stockholder otherwise acquires beneficial ownership after the execution 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.
2. Agreement to Vote Shares. At every meeting of the stockholders of
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USWeb 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 USWeb with respect to any of the following, Stockholder shall vote the Shares
and any New Shares in favor of approval of the Merger Agreement and the Merger,
including the amendment of USWeb's Certificate of Incorporation to increase its
authorized shares to allow for issuance of shares of USWeb Common Stock by
virtue of the Merger, the issuance of shares of USWeb Common Stock by virtue of
the Merger, and the amendment to USWeb's Certificate of Incorporation to change
USWeb's corporate name. Stockholder agrees not to take any actions contrary to
Stockholder's obligations under this Agreement.
3. Irrevocable Proxy. Concurrently with the execution of this Agreement,
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Stockholder agrees to deliver to CKS a proxy in the form attached hereto as
Exhibit A (the "Proxy"), which shall be irrevocable to the extent provided in
Section 212 of the Delaware General Corporation Law, with respect to the total
number of shares of capital stock of USWeb beneficially owned (as such term is
defined in Rule 13d-3 under the Exchange Act) by Stockholder set forth therein,
provided, however, that the Proxy shall be revoked upon expiration or
termination of this Voting Agreement in accordance with its terms.
4. Representations, Warranties and Covenants of the Stockholder.
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Stockholder hereby represents, warrants and covenants to CKS as follows:
Stockholder (i) is the beneficial owner of the Shares, which at the date hereof
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 USWeb other than the Shares
(excluding shares as to which Stockholder currently disclaims beneficial
ownership in accordance with applicable law); and (iii) has full power and
authority to make, enter into and carry out the terms of this Agreement and the
Proxy.
5. No Limitation on Discretion as Director. This Agreement is intended
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solely to apply to the exercise by Stockholder in his or her individual capacity
of rights attaching to ownership of the Shares, and nothing herein shall be
deemed to apply to, or to limit in any manner the discretion of Stockholder with
respect to, any action which may be taken or omitted by him or her acting in his
or her fiduciary capacity as a director of USWeb.
6. Additional Documents. Stockholder hereby covenants and agrees to
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execute and deliver any additional documents necessary or desirable, in the
reasonable opinion of CKS or Stockholder, as the case may be, to carry out the
intent of this Agreement and the Proxy.
7. Consent and Waiver. Stockholder hereby gives any consents or waivers
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that are reasonably required for the consummation of the Merger under the terms
of any agreements to which Stockholder is a party or pursuant to any rights
Stockholder may have.
8. Termination. This Agreement and the Proxy delivered in connection
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herewith shall terminate and shall have no further force or effect as of 5:00
p.m. (Pacific Time) on the Expiration Date.
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9. Miscellaneous.
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9.1 Severability. If any term, provision, covenant or restriction of
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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.
9.2 Binding Effect and Assignment. This Agreement and all of the
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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 either
party without prior written consent of the other.
9.3 Amendments and Modification. This Agreement may not be modified,
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amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
9.4 Specific Performance; Injunctive Relief. The parties hereto
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acknowledge that CKS will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreements of
Stockholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to CKS upon any such violation, CKS shall
have the right to enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to CKS at law or in equity.
9.5 Notices. All notices, requests, claims, demands and other
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communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or facsimile, or sent by mail (registered or
certified mail, postage prepaid, return receipt requested) or overnight courier
(prepaid) to the respective parties as follows:
If to CKS: CKS Group, Inc.
00000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Chief Financial Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to its General Counsel at the same address, and
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With a copy to: Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
Professional Corporation
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Stockholder: To the address for notice set forth on the last
page hereof.
With a copy to: Xxxx Xxxx Xxxx & Freidenrich LLP
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
9.6 Governing Law. This Agreement shall be governed by, and construed and
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enforced in accordance with, the internal laws of the State of Delaware.
9.7 Entire Agreement. This Agreement contains the entire understanding of
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the parties in respect of the subject matter hereof, and supersedes all prior
negotiations and understandings between the parties with respect to such subject
matter.
9.8 Counterparts. This Agreement may be executed in several counterparts,
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each of which shall be an original, but all of which together shall constitute
one and the same agreement.
9.9 Effect of Headings. The section headings herein are for convenience
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only and shall not affect the construction of interpretation of this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the date and year first above written.
CKS GROUP, INC.
By: _________________________________
Title: ______________________________
STOCKHOLDER:
By: _________________________________
Stockholder's Address for Notice:
_____________________________________
_____________________________________
_____________________________________
Shares beneficially owned:
_______________ shares of Common Stock
Shares subject to outstanding options:
_______________ shares of Common Stock
***VOTING AGREEMENT***
Exhibit A
IRREVOCABLE PROXY
The undersigned stockholder of USWeb Corporation, a Delaware corporation
("USWeb"), hereby irrevocably (to the extent provided in Section 212 of the
Delaware General Corporation Law) appoints the directors on the Board of
Directors of CKS Group, Inc., a Delaware corporation ("CKS"), and each of them
individually, as the sole and exclusive attorneys and proxies of the
undersigned, with full power of substitution and resubstitution, to the full
extent of the undersigned's rights with respect to the shares of capital stock
of USWeb beneficially owned by the undersigned, which shares are listed on the
final page of this Proxy (the "Shares"), and any and all other shares or
securities issued or issuable in respect thereof on or after the date hereof,
until such time as that certain Agreement and Plan of Reorganization dated as of
September 1, 1998 (the "Merger Agreement"), among USWeb, USWeb Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary of USWeb
("Merger Sub"), and CKS, shall be terminated in accordance with its terms or the
Merger (as defined in the Merger Agreement) is effective. Upon the execution
hereof, all prior proxies given by the undersigned with respect to the Shares
and any and all other shares or securities issued or issuable in respect thereof
on or after the date hereof are hereby revoked and no subsequent proxies will be
given.
This proxy is irrevocable (to the extent provided in Section 212 of the
Delaware General Corporation Law), is granted pursuant to the Voting Agreement
dated as of September 1, 1998 between CKS and the undersigned stockholder (the
"Voting Agreement"), and is granted in consideration of CKS entering into the
Merger Agreement. The attorneys and proxies named above will be empowered at
any time prior to termination of the Merger Agreement to exercise all voting
rights (including, without limitation, the power to execute and deliver written
consents with respect to the Shares) of the undersigned at every annual, special
or adjourned meeting of USWeb stockholders, and in every written consent in lieu
of such a meeting, or otherwise, in favor of approval of the Merger and the
Merger Agreement, the amendment of USWeb's Certificate of Incorporation to
increase its authorized shares to allow for issuance of shares of USWeb Common
Stock by virtue of the Merger, the issuance of shares of USWeb Common Stock by
virtue of the Merger, and the amendment to USWeb's Certificate of Incorporation
to change USWeb's corporate name.
The attorneys and proxies named above may only exercise this proxy to vote
the Shares subject hereto at any time prior to termination of the Merger
Agreement at every annual, special or adjourned meeting of the stockholders of
USWeb and in every written consent in lieu of such meeting, in favor of approval
of the Merger and the Merger Agreement, including the amendment of USWeb's
Certificate of Incorporation to increase its authorized shares to allow for
issuance of shares of USWeb Common Stock by virtue of the Merger, the issuance
of shares of USWeb Common Stock by virtue of the Merger, and the amendment to
USWeb's Certificate of Incorporation to change USWeb's corporate name, and may
not exercise this proxy on any other matter. The undersigned stockholder may
vote the Shares on all other matters.
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Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy is irrevocable.
Dated: ___________________, 1998
Signature of Stockholder: ________________________________________
Print Name of Stockholder: _______________________________________
Shares beneficially owned: _______________________________________
_________________________ shares of Common Stock
****IRREVOCABLE PROXY****
