EXHIBIT 99.2
FORM OF VOTING AGREEMENT
VOTING AGREEMENT
March ___, 1999
Anchor Gaming
000 Xxxxx Xxxx, Xxxxx X
Xxx Xxxxx, Xxxxxx 00000
Re: Agreement of Stockholders Concerning Transfer and Voting of Shares
of Powerhouse Technologies, Inc.
I understand that you and Powerhouse Technologies, Inc. (the "Company"),
of which the undersigned is a stockholder, are prepared to enter into an
agreement for the merger of a wholly-owned subsidiary of Parent ("Merger
Sub") into the Company (the "Merger"), but that you have conditioned your
willingness to proceed with such agreement (the "Agreement") upon your
receipt from me of assurances satisfactory to you of my support of and
commitment to the Merger. I am familiar with the Agreement and the terms and
conditions of the Merger. Terms used but not otherwise defined in this letter
will have the same meanings as are given them in the Agreement. In order to
evidence such commitment and to induce you to enter into the Agreement, I
hereby represent and warrant to you and agree with you as follows:
1. VOTING. I will vote or cause to be voted all shares of capital
stock of the Company owned of record or beneficially owned or held in any
capacity by me or under my control, by proxy or otherwise (the "Shares"), in
favor of the Merger and other transactions provided for in or contemplated by
the Agreement and against any inconsistent proposals or transactions. I
hereby revoke any other proxy granted by me and irrevocably appoint you,
during the term of this letter agreement, as proxy for and on behalf of me to
vote (including, without limitation, the taking of action by written consent)
such shares, for me and in my name, place and xxxxx for the matters and in
the manner contemplated by this Section 1.
2. RESTRICTION ON TRANSFER. I will not sell, transfer, pledge or
otherwise dispose of any of the Shares or any interest therein (including the
granting of a proxy to any person) or agree to sell, transfer, pledge or
otherwise dispose of any of the Shares or any interest therein, unless, as a
condition to receipt of such Shares, the transferee agree to bound by the
terms of this letter.
3. NO SOLICITATION. From the date of this letter until the
termination of this letter, I will not, directly or indirectly, engage in any
activity this if attributed to the Company would be
prohibited under SECTION 8.8 of the Merger Agreement, or otherwise assist,
facilitate or encourage, any person (other than Parent and Merger Sub) that
may be considering making, or has made, a Acquisition Proposal. I will
promptly notify Merger Sub after receipt of any Acquisition Proposal or any
indication that any such third party is considering making a Acquisition
Proposal or any request for nonpublic information relating to the Company or
any subsidiary of the Company or for access to the properties, books or
records of the Company or any such subsidiary by any such third party that
may be considering making, or has made, a Acquisition Proposal and will keep
Parent fully informed of the status and details of any such Acquisition
Proposal, indication or request. The foregoing provisions of this SECTION 3
will not be construed to limit actions taken, or to require actions to be
taken, by me that are required or restricted by my fiduciary duties or my
employment duties, or permitted by the Agreement, and that, in each case, are
undertaken solely in my capacity as a director or officer of the Company.
4. EFFECTIVE DATE; SUCCESSION; REMEDIES; TERMINATION. Upon your
acceptance and execution of the Agreement, this letter agreement will
mutually bind and benefit you and me, any of our heirs, successors and
assigns and any of your successors. You will not assign the benefit of this
letter agreement other than to a wholly owned subsidiary. We agree that in
light of the inadequacy of damages as a remedy, specific performance will be
available to you, in addition to any other remedies you may have for the
violation of this letter agreement. This letter agreement will terminate on
the termination of the Agreement.
5. NATURE OF HOLDINGS; SHARES. All references in this letter to our
holdings of the Shares will be deemed to include Shares held or controlled by
the undersigned, individually, jointly, or in any other capacity, and will
extend to any securities issued to the undersigned in respect of the Shares.
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Name:
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