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EXHIBIT 99.2
PARENT VOTING AGREEMENT
THIS PARENT VOTING AGREEMENT is entered into as of June ____, 2000, by
and between LJL BIOSYSTEMS, INC., a Delaware corporation (the "COMPANY"), and
_________ ("STOCKHOLDER").
RECITALS
A. Molecular Devices Corporation, a Delaware corporation ("PARENT"),
Mercury Acquisition Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent ("MERGER SUB"), and the Company, are entering into an
Agreement and Plan of Merger and Reorganization of even date herewith (the
"REORGANIZATION AGREEMENT") which provides (subject to the conditions set forth
therein) for the merger of Merger Sub into the Company (the "MERGER").
B. In order to induce the Company to enter into the Reorganization
Agreement, Stockholder is entering into this Parent Voting Agreement.
AGREEMENT
The parties to this Parent Voting Agreement, intending to be legally
bound, agree as follows:
SECTION 1. CERTAIN DEFINITIONS
For purposes of this Parent Voting Agreement:
(a) "PARENT COMMON STOCK" shall mean the common stock, par value
$0.001 per share, of Parent.
(b) "EXPIRATION DATE" shall mean the earlier of (i) the date
upon which the Reorganization Agreement is validly terminated, or (ii) the date
upon which the Merger becomes effective.
(c) Stockholder shall be deemed to "OWN" or to have acquired
"Ownership" of a security if Stockholder: (i) is the record owner of such
security; or (ii) is the "beneficial owner" (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934) of such security.
(d) "PERSON" shall mean any (i) individual, (ii) corporation,
limited liability company, partnership or other entity, or (iii) governmental
authority.
(e) "SUBJECT SECURITIES" shall mean: (i) all securities of
Parent (including all shares of Parent Common Stock and all options, warrants
and other rights to acquire shares of Parent Common Stock) Owned by Stockholder
as of the date of this Agreement; and (ii) all additional securities of Parent
(including all additional shares of Parent Common Stock and all additional
options, warrants and other rights to acquire shares of Parent Common Stock) of
which Stockholder acquires Ownership during the period from the date of this
Agreement through the Expiration Date.
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(f) A Person shall be deemed to have effected a "TRANSFER" of a
security if such Person directly or indirectly: (i) sells, pledges, encumbers,
grants an option with respect to, transfers or disposes of such security or any
interest in such security; or (ii) enters into an agreement or commitment
contemplating the possible sale of, pledge of, encumbrance of, grant of an
option with respect to, transfer of or disposition of such security or any
interest therein.
SECTION 2. TRANSFER OF SUBJECT SECURITIES
2.1 TRANSFEREE OF SUBJECT SECURITIES TO BE BOUND BY THIS AGREEMENT.
Stockholder agrees that, during the period from the date of this Parent Voting
Agreement through the Expiration Date, Stockholder shall not cause or permit any
Transfer of any of the Subject Securities to be effected unless each Person to
which any of such Subject Securities, or any interest in any of such Subject
Securities, is or may be transferred shall have: (a) executed a counterpart of
this Parent Voting Agreement and a proxy in the form attached hereto as Exhibit
A (with such modifications as the Company may reasonably request); and (b)
agreed to hold such Subject Securities (or interest in such Subject Securities)
subject to all of the terms and provisions of this Parent Voting Agreement;
provided, however, that nothing contained herein will be deemed to restrict the
exercise by Stockholder of options to acquire Parent Common Stock.
2.2 TRANSFER OF VOTING RIGHTS. Stockholder agrees that, during the
period from the date of this Parent Voting Agreement through the Expiration
Date, so long as such shares are Owned by Stockholder, Stockholder shall ensure
that: (a) none of the Subject Securities is deposited into a voting trust; and
(b) except pursuant to this Parent Voting Agreement, no proxy is granted, and no
voting agreement or similar agreement is entered into, with respect to any of
the Subject Securities.
SECTION 3. VOTING OF SHARES
3.1 VOTING AGREEMENT. Stockholder agrees that, during the period
from the date of this Parent Voting Agreement through the Expiration Date:
(a) at any meeting of stockholders of Parent at which matters
relating to the Merger, the Reorganization Agreement or any actions contemplated
thereby, however called, Stockholder shall (unless otherwise directed in writing
by the Company) cause all outstanding shares of Parent Common Stock that are
Owned by Stockholder as of the record date fixed for such meeting to be voted in
favor of the issuance of Parent Common Stock in the Merger, in favor of the
election of Lev J. Leytes to the Board of Directors of Parent, and in favor of
each of the other actions contemplated by the Reorganization Agreement; and
(b) in the event written consents are solicited or otherwise
sought from stockholders of Parent with respect to the approval of the issuance
of Parent Common Stock in the Merger, with respect to the approval of the
election of Lev J. Leytes to the Board of Directors of Parent, or with respect
to any of the other actions contemplated by the Reorganization Agreement,
Stockholder shall (unless otherwise directed in writing by the Company) cause to
be executed, with respect to all shares of Parent Common Stock that are Owned by
Stockholder as of the record date fixed for the consent to the proposed action,
a written consent or written consents to such proposed action.
3.2 This Parent Voting Agreement is intended to bind Stockholder
only with respect to the specific matters set forth herein, and shall not
prohibit Stockholder from acting in accordance with his fiduciary duties as an
officer or director of Parent. Stockholder will retain at all times the right to
vote the Stockholder's Subject Securities, in Stockholder's sole discretion, on
all matters other than those set forth
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in this Section 3.1 which are at any time or from time to time presented to
Parent's stockholders generally.
3.3 PROXY. Contemporaneously with the execution of this Parent
Voting Agreement: (i) Stockholder shall deliver to the Company a proxy in the
form attached to this Parent Voting Agreement as Exhibit A, which shall be
irrevocable to the fullest extent permitted by law, with respect to the shares
referred to therein (the "PROXY"); and (ii) Stockholder shall use his, her or
its reasonable best efforts to cause to be delivered to the Company an
additional proxy (in the form attached hereto as Exhibit A) executed on behalf
of the record owner of any outstanding shares of Parent Common Stock that are
owned beneficially (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934), but not of record, by Stockholder.
SECTION 4. RESERVED.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder hereby represents and warrants to the Company as follows:
5.1 AUTHORIZATION, ETC. Stockholder has the right, power, authority
and capacity to execute and deliver this Parent Voting Agreement and the Proxy
and to perform his obligations hereunder and thereunder. This Parent Voting
Agreement and the Proxy have been duly executed and delivered by Stockholder
and, assuming the due authorization, execution, and delivery by the Company,
constitute legal, valid and binding obligations of Stockholder, enforceable
against Stockholder in accordance with their terms, subject to (i) laws of
general application relating to bankruptcy, insolvency and the relief of
debtors, and (ii) rules of law governing specific performance, injunctive relief
and other equitable remedies.
5.2 NO CONFLICTS OR CONSENTS
(a) The execution and delivery of this Parent Voting Agreement
and the Proxy by Stockholder do not, and the performance of this Parent Voting
Agreement and the Proxy by Stockholder will not: (i) conflict with or violate
any law, rule, regulation, order, decree or judgment applicable to Stockholder
or by which he or any of his properties is or may be bound or affected; or (ii)
result in or constitute (with or without notice or lapse of time) any breach of
or default under, or give to any other Person (with or without notice or lapse
of time) any right of termination, amendment, acceleration or cancellation of,
or result (with or without notice or lapse of time) in the creation of any
encumbrance or restriction on any of the Subject Securities pursuant to, any
contract to which Stockholder is a party or by which Stockholder or any of his
affiliates or properties is or may be bound or affected.
(b) The execution and delivery of this Parent Voting Agreement
and the Proxy by Stockholder do not, and the performance of this Parent Voting
Agreement and the Proxy by Stockholder will not, require any consent or approval
of any Person.
5.3 TITLE TO SECURITIES. As of the date of this Parent Voting
Agreement: (a) Stockholder holds of record (free and clear of any encumbrances
or restrictions) the number of outstanding shares of Parent Common Stock set
forth under the heading "Shares Held of Record" on the signature page hereof;
(b) Stockholder holds (free and clear of any encumbrances or restrictions) the
options, warrants and other rights to acquire shares of Parent Common Stock set
forth under the heading "Options and Other Rights" on the signature page hereof;
(c) Stockholder Owns the additional securities of Parent set forth under the
heading "Additional Securities Beneficially Owned" on the signature page hereof;
and (d) Stockholder
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does not directly or indirectly Own any shares of capital stock or other
securities of Parent, or any option, warrant or other right to acquire (by
purchase, conversion or otherwise) any shares of capital stock or other
securities of Parent, other than the shares and options, warrants and other
rights set forth on the signature page hereof.
5.4 ACCURACY OF REPRESENTATIONS. The representations and warranties
contained in this Parent Voting Agreement are accurate in all respects as of the
date of this Parent Voting Agreement, will be accurate in all respects at all
times through the Expiration Date and will be accurate in all respects as of the
date of the consummation of the Merger as if made on that date (except with
respect to the representations set forth in Section 5.3 in cases where
Stockholder has Transferred shares of Parent Common Stock in accordance with the
terms and provisions of Section 2 of this Parent Voting Agreement).
SECTION 6. ADDITIONAL COVENANTS OF STOCKHOLDER
6.1 FURTHER ASSURANCES. From time to time and without additional
consideration, Stockholder shall (at the Company's expense) execute and deliver,
or cause to be executed and delivered, such additional transfers, assignments,
endorsements, proxies, consents and other instruments, and shall (at the
Company's expense) take such further actions, as the Company may reasonably
request for the purpose of carrying out and furthering the intent of this Parent
Voting Agreement.
6.2 RESERVED.
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SECTION 7. MISCELLANEOUS
7.1 EXPENSES. Except as contemplated by Section 6.1, all costs and
expenses incurred in connection with the transactions contemplated by this
Parent Voting Agreement shall be paid by the party incurring such costs and
expenses.
7.2 NOTICES. Any notice or other communication required or permitted
to be delivered to either party under this Parent Voting Agreement shall be in
writing and shall be deemed properly delivered, given and received (a) upon
receipt when delivered by hand, or (b) two business days after sent by courier
or express delivery service or by facsimile, provided that in each case the
notice or other communication is sent to the address or facsimile telephone
number set forth beneath the name of such party below (or to such other address
or facsimile telephone number as such party shall have specified in a written
notice given to the other party):
IF TO STOCKHOLDER:
at the address set forth below Stockholder's
signature on the signature page hereof
WITH A COPY TO:
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
Attn: James C. Kitch and
Suzanne Sawochka Hooper
Facsimile: (650) 849-7400
IF TO THE COMPANY:
LJL BioSystems, Inc.
404 Tasman Drive
Sunnyvale, CA 94089
Attn: Lev J. Leytes
Tel: (408) 541-8787
Fax: (408) 541-8786
7.3 SEVERABILITY. If any provision of this Parent Voting Agreement
or any part of any such provision is held under any circumstances to be invalid
or unenforceable in any jurisdiction, then (a) such provision or part thereof
shall, with respect to such circumstances and in such jurisdiction, be deemed
amended to conform to applicable laws so as to be valid and enforceable to the
fullest possible extent, (b) the invalidity or unenforceability of such
provision or part thereof under such circumstances and in such jurisdiction
shall not affect the validity or enforceability of such provision or part
thereof under any other circumstances or in any other jurisdiction, and (c) the
invalidity or unenforceability of such provision or part thereof shall not
affect the validity or enforceability of the remainder of such provision or the
validity or enforceability of any other provision of this Parent Voting
Agreement. Each provision of this Parent Voting Agreement is separable from
every other provision of this Parent Voting Agreement, and each part of each
provision of this Parent Voting Agreement is separable from every other part of
such provision.
7.4 ENTIRE AGREEMENT. This Parent Voting Agreement, the Proxy and
any other documents delivered by the parties in connection herewith constitute
the entire agreement between the parties with respect to the subject matter
hereof and thereof and supersede all prior agreements and understandings between
the parties with respect thereto. No addition to or modification of any
provision
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of this Parent Voting Agreement or the Proxy shall be binding upon either party
unless made in writing and signed by both parties.
7.5 ASSIGNMENT; BINDING EFFECT. Except as provided herein, neither
this Parent Voting Agreement nor any of the interests or obligations hereunder
may be assigned or delegated by Stockholder and any attempted or purported
assignment or delegation of any of such interests or obligations shall be void.
Subject to the preceding sentence, this Parent Voting Agreement shall be binding
upon Stockholder and his heirs, estate, executors, personal representatives,
successors and assigns, and shall inure to the benefit of the Company and its
successors and assigns. Without limiting any of the restrictions set forth in
Section 2 or elsewhere in this Parent Voting Agreement, this Parent Voting
Agreement shall be binding upon any Person to whom any Subject Securities are
transferred. Nothing in this Parent Voting Agreement is intended to confer on
any Person (other than the Company and its successors and assigns) any rights or
remedies of any nature.
7.6 SPECIFIC PERFORMANCE. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Parent Voting
Agreement or the Proxy was not performed in accordance with its specific terms
or was otherwise breached. Stockholder agrees that, in the event of any breach
or threatened breach by Stockholder of any covenant or obligation contained in
this Parent Voting Agreement or in the Proxy, the Company shall be entitled (in
addition to any other remedy that may be available to it, including monetary
damages) to seek and obtain (a) a decree or order of specific performance to
enforce the observance and performance of such covenant or obligation, and (b)
an injunction restraining such breach or threatened breach. Stockholder further
agrees that neither the Company nor any other Person shall be required to
obtain, furnish or post any bond or similar instrument in connection with or as
a condition to obtaining any remedy referred to in this Section 7.6, and
Stockholder irrevocably waives any right he may have to require the obtaining,
furnishing or posting of any such bond or similar instrument.
7.7 NON-EXCLUSIVITY. The rights and remedies of the Company under
this Parent Voting Agreement are not exclusive of or limited by any other rights
or remedies which it may have, whether at law, in equity, by contract or
otherwise, all of which shall be cumulative (and not alternative). Without
limiting the generality of the foregoing, the rights and remedies of the Company
under this Parent Voting Agreement, and the obligations and liabilities of
Stockholder under this Parent Voting Agreement, are in addition to their
respective rights, remedies, obligations and liabilities under common law
requirements and under all applicable statutes, rules and regulations. Nothing
in this Parent Voting Agreement shall limit any of Stockholder's obligations, or
the rights or remedies of the Company, under any Affiliate Agreement between the
Company and Stockholder; and nothing in any such Affiliate Agreement shall limit
any of Stockholder's obligations, or any of the rights or remedies of the
Company, under this Parent Voting Agreement.
7.8 GOVERNING LAW; VENUE.
(a) This Parent Voting Agreement and the Proxy shall be
construed in accordance with, and governed in all respects by, the laws of the
State of Delaware (without giving effect to principles of conflicts of laws).
(b) Any legal action or other legal proceeding relating to this
Parent Voting Agreement or the Proxy or the enforcement of any provision of this
Parent Voting Agreement or the Proxy may be brought or otherwise commenced in
any state or federal court located in the County of Santa Clara, California.
Stockholder: (i) expressly and irrevocably consents and submits to the
jurisdiction of each state and federal court located in the County of Santa
Clara, California (and each appellate court located in the State of California),
in connection with any such legal proceeding; (ii)
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agrees that service of any process, summons, notice or document by U.S. mail
addressed to him at the address set forth in Section 7.2 shall constitute
effective service of such process, summons, notice or document for purposes of
any such legal proceeding; (iii) agrees that each state and federal court
located in the County of Santa Clara, California, shall be deemed to be a
convenient forum; and (iv) agrees not to assert (by way of motion, as a defense
or otherwise), in any such legal proceeding commenced in any state or federal
court located in the County of Santa Clara, California, any claim that
Stockholder is not subject personally to the jurisdiction of such court, that
such legal proceeding has been brought in an inconvenient forum, that the venue
of such proceeding is improper or that this Parent Voting Agreement or the
subject matter of this Parent Voting Agreement may not be enforced in or by such
court. Nothing contained in this Section 7.8(b) shall be deemed to limit or
otherwise affect the right of the Company to commence any legal proceeding or
otherwise proceed against Stockholder in any other forum or jurisdiction.
(c) STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN
CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS PARENT VOTING AGREEMENT OR
THE PROXY OR THE ENFORCEMENT OF ANY PROVISION OF THIS PARENT VOTING AGREEMENT OR
THE PROXY.
7.9 COUNTERPARTS. This Parent Voting Agreement may be executed by
the parties in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument.
7.10 CAPTIONS. The captions contained in this Parent Voting
Agreement are for convenience of reference only, shall not be deemed to be a
part of this Parent Voting Agreement and shall not be referred to in connection
with the construction or interpretation of this Parent Voting Agreement.
7.11 ATTORNEYS' FEES. If any legal action or other legal proceeding
relating to this Parent Voting Agreement or the enforcement of any provision of
this Parent Voting Agreement is brought by one party against the other party,
the prevailing party shall be entitled to recover reasonable attorneys' fees,
costs and disbursements (in addition to any other relief to which the prevailing
party may be entitled).
7.12 WAIVER. No failure on the part of the Company to exercise any
power, right, privilege or remedy under this Parent Voting Agreement, and no
delay on the part of the Company in exercising any power, right, privilege or
remedy under this Parent Voting Agreement, shall operate as a waiver of such
power, right, privilege or remedy; and no single or partial exercise of any such
power, right, privilege or remedy shall preclude any other or further exercise
thereof or of any other power, right, privilege or remedy. The Company shall not
be deemed to have waived any claim available to the Company arising out of this
Parent Voting Agreement, or any power, right, privilege or remedy of the Company
under this Parent Voting Agreement, unless the waiver of such claim, power,
right, privilege or remedy is expressly set forth in a written instrument duly
executed and delivered on behalf of the Company; and any such waiver shall not
be applicable or have any effect except in the specific instance in which it is
given.
7.13 CONSTRUCTION.
(a) For purposes of this Parent Voting Agreement, whenever the
context requires: the singular number shall include the plural, and vice versa;
the masculine gender shall include the feminine and neuter genders; the feminine
gender shall include the masculine and neuter genders; and the neuter gender
shall include masculine and feminine genders.
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(b) The parties agree that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not
be applied in the construction or interpretation of this Parent Voting
Agreement.
(c) As used in this Parent Voting Agreement, the words "include"
and "including," and variations thereof, shall not be deemed to be terms of
limitation, but rather shall be deemed to be followed by the words "without
limitation."
(d) Except as otherwise indicated, all references in this Parent
Voting Agreement to "Sections" and "Exhibits" are intended to refer to Sections
of this Parent Voting Agreement and Exhibits to this Parent Voting Agreement.
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IN WITNESS WHEREOF, the Company and Stockholder have caused this Parent
Voting Agreement to be executed as of the date first written above.
LJL BIOSYSTEMS, INC.
By:_______________________________________
(Signature)
__________________________________________
(Print Name)
STOCKHOLDER
__________________________________________
(Signature)
__________________________________________
(Print Name)
Address: _________________________________
_________________________________
Facsimile: _______________________________
SHARES HELD OF RECORD OPTIONS AND OTHER RIGHTS ADDITIONAL SECURITIES
BENEFICIALLY OWNED
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EXHIBIT A
FORM OF IRREVOCABLE PROXY
The undersigned stockholder of Molecular Devices Corporation, a Delaware
corporation ("PARENT") hereby irrevocably (to the fullest extent permitted by
law) appoints and constitutes [______________] and LJL BioSystems, Inc., a
Delaware corporation (the "COMPANY"), and each of them, the attorneys and
proxies of the undersigned with full power of substitution and resubstitution,
to the full extent of the undersigned's rights, for the limited purposes set
forth herein, with respect to (i) the outstanding shares of capital stock of
Parent owned of record by the undersigned as of the date of this proxy, which
shares are specified on the final page of this proxy, and (ii) any and all other
shares of capital stock of Parent which the undersigned may acquire of record on
or after the date hereof. (The shares of the capital stock of Parent referred to
in clauses "(i)" and "(ii)" of the immediately preceding sentence are
collectively referred to as the "SHARES.") Upon the execution hereof, all prior
proxies given by the undersigned with respect to any of the Shares are hereby
revoked, and the undersigned agrees that no subsequent proxies will be given
with respect to any of the Shares.
This proxy is irrevocable, is coupled with an interest and is granted in
connection with the Parent Voting Agreement, dated as of the date hereof,
between the Company and the undersigned (the "PARENT VOTING AGREEMENT"), and is
granted in consideration of the Company entering into the Agreement and Plan of
Merger and Reorganization, dated as of the date hereof, among Parent, Merger Sub
and the Company (the "REORGANIZATION AGREEMENT").
The attorneys and proxies named above will be empowered, and may
exercise this proxy, to vote the Shares at any time until the earlier to occur
of the valid termination of the Reorganization Agreement or the effective time
of the merger contemplated thereby (the "MERGER") at any meeting of the
stockholders of Parent at which matters relating to the Merger, the
Reorganization Agreement or any actions contemplated thereby, however called, or
in connection with any solicitation of written consents from stockholders of
Parent, in favor of the approval of the issuance of shares of Parent Common
Stock in the Merger, in favor of the election of Lev J. Leytes to the Board of
Directors of Parent, and in favor of each of the other actions contemplated by
the Reorganization Agreement.
The undersigned may vote the Shares on all other matters.
This proxy shall be binding upon the heirs, estate, executors, personal
representatives, successors and assigns of the undersigned (including any
transferee of any of the Shares).
If any provision of this proxy or any part of any such provision is held
under any circumstances to be invalid or unenforceable in any jurisdiction, then
(a) such provision or part thereof shall, with respect to such circumstances and
in such jurisdiction, be deemed amended to conform to applicable laws so as to
be valid and enforceable to the fullest possible extent, (b) the invalidity or
unenforceability of such provision or part thereof under such circumstances and
in such jurisdiction shall not affect the validity or enforceability of such
provision or part thereof under any other circumstances or in any other
jurisdiction, and (c) the invalidity or unenforceability of such provision or
part thereof shall not affect the validity or enforceability of the remainder of
such provision or the validity or enforceability of any other provision of this
proxy. Each provision of this proxy is separable from every other provision of
this proxy, and each part of each provision of this proxy is separable from
every other part of such provision.
This proxy shall terminate upon the earlier of the valid termination of
the Reorganization Agreement or the effective time of the Merger.
Dated: June __, 2000. ____________________________________
(Signature)
____________________________________
(Print Name)
NUMBER OF SHARES OF COMMON STOCK OF
PARENT OWNED OF RECORD AS OF THE
DATE OF THIS PROXY:
____________________________________
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IRREVOCABLE PROXY
The undersigned stockholder of Molecular Devices Corporation, a Delaware
corporation ("PARENT") hereby irrevocably (to the fullest extent permitted by
law) appoints and constitutes [______________] and LJL BioSystems, Inc., a
Delaware corporation (the "COMPANY"), and each of them, the attorneys and
proxies of the undersigned with full power of substitution and resubstitution,
to the full extent of the undersigned's rights, for the limited purposes set
forth herein, with respect to (i) the outstanding shares of capital stock of
Parent owned of record by the undersigned as of the date of this proxy, which
shares are specified on the final page of this proxy, and (ii) any and all other
shares of capital stock of Parent which the undersigned may acquire of record on
or after the date hereof. (The shares of the capital stock of Parent referred to
in clauses "(i)" and "(ii)" of the immediately preceding sentence are
collectively referred to as the "SHARES.") Upon the execution hereof, all prior
proxies given by the undersigned with respect to any of the Shares are hereby
revoked, and the undersigned agrees that no subsequent proxies will be given
with respect to any of the Shares.
This proxy is irrevocable, is coupled with an interest and is granted in
connection with the Parent Voting Agreement, dated as of the date hereof,
between the Company and the undersigned (the "PARENT VOTING AGREEMENT"), and is
granted in consideration of the Company entering into the Agreement and Plan of
Merger and Reorganization, dated as of the date hereof, among Parent, Merger Sub
and the Company (the "REORGANIZATION AGREEMENT").
The attorneys and proxies named above will be empowered, and may
exercise this proxy, to vote the Shares at any time until the earlier to occur
of the valid termination of the Reorganization Agreement or the effective time
of the merger contemplated thereby (the "MERGER") at any meeting of the
stockholders of Parent at which matters relating to the Merger, the
Reorganization Agreement or any actions contemplated thereby, however called, or
in connection with any solicitation of written consents from stockholders of
Parent, in favor of the approval of the issuance of shares of Parent Common
Stock in the Merger, in favor of the election of Lev J. Leytes to the Board of
Directors of Parent, and in favor of each of the other actions contemplated by
the Reorganization Agreement.
The undersigned may vote the Shares on all other matters.
This proxy shall be binding upon the heirs, estate, executors, personal
representatives, successors and assigns of the undersigned (including any
transferee of any of the Shares).
If any provision of this proxy or any part of any such provision is held
under any circumstances to be invalid or unenforceable in any jurisdiction, then
(a) such provision or part thereof shall, with respect to such circumstances and
in such jurisdiction, be deemed amended to conform to applicable laws so as to
be valid and enforceable to the fullest possible extent, (b) the invalidity or
unenforceability of such provision or part thereof under such circumstances and
in such jurisdiction shall not affect the validity or enforceability of such
provision or part thereof under any other circumstances or in any other
jurisdiction, and (c) the invalidity or unenforceability of such provision or
part thereof shall not affect the validity or enforceability of the remainder of
such provision or the validity or enforceability of any other provision of this
proxy. Each provision of this proxy is separable from every other provision of
this proxy, and each part of each provision of this proxy is separable from
every other part of such provision.
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This proxy shall terminate upon the earlier of the valid termination of
the Reorganization Agreement or the effective time of the Merger.
Dated: June __, 2000. ____________________________________
(Signature)
____________________________________
(Print Name)
NUMBER OF SHARES OF COMMON STOCK OF
PARENT OWNED OF RECORD AS OF THE
DATE OF THIS PROXY:
____________________________________
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