EXHIBIT 2.2 VOTING AGREEMENT This Voting Agreement ("AGREEMENT") is made and entered into as of April 22, 1997, between Hewlett-Packard Company, a California corporation ("PARENT"), and the undersigned stockholder ("STOCKHOLDER") of VeriFone, Inc., a...Merger Agreement • May 22nd, 1997 • Hewlett Packard Co • Computer & office equipment • California
EXHIBIT 2.3 FORM OF VERIFONE, INC. AFFILIATE AGREEMENT This AFFILIATE AGREEMENT ("AGREEMENT") is dated as of April 22, 1997, between Hewlett-Packard Company, a California corporation ("PARENT"), VeriFone, Inc., a Delaware corporation (the "COMPANY")...Affiliate Agreement • May 22nd, 1997 • Hewlett Packard Co • Computer & office equipment • Delaware
EXHIBIT 8.1 [HP LOGO] May 22, 1997 Hewlett-Packard Company 3000 Hanover Street Palo Alto, California 94304 Ladies and Gentlemen: This opinion is being delivered in connection with Section 6.1(d) of the Agreement and Plan of Reorganization, dated as of...Hewlett Packard Co • May 22nd, 1997 • Computer & office equipment
Hewlett-Packard Company May 22, 1997 Page 2 to its stockholders) or any transaction which would result in a reduction of risk of ownership, or a direct or indirect disposition (a "Sale") of shares of Parent Common Stock to be received in the Merger that would reduce the Company stockholders' ownership of Parent Common Stock to a number of shares having an aggregate fair market value, as of the Effective Time, of less than fifty percent (50%) of the aggregate fair market value of all of the capital stock of the Company outstanding immediately prior to the consummation of the Merger. Shares of the Company capital stock which are sold, redeemed or disposed of in a transaction that is in contemplation of or related to the Merger shall be considered shares of capital stock of the Company which are exchanged in the Merger for shares of Parent Common Stock which are then disposed of pursuant to a plan. Based on our examination of the foregoing items and subject to the limitations, qualificati
