Exhibit 2.2
VOTING AGREEMENT
This Voting Agreement ("AGREEMENT") is made and entered into as of March
16, 1998, between CBT Group plc, a public limited company organized under the
laws of the Republic of Ireland ("CBT"), and the undersigned shareholder
("SHAREHOLDER") of Rockets, a Delaware corporation (the "COMPANY").
RECITALS
A. Concurrently with the execution of this Agreement, CBT, the Company
and Rockets Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of CBT ("MERGER SUB"), are entering into an Agreement and Plan of
Reorganization (the "MERGER AGREEMENT") which provides for the merger (the
"MERGER") of Merger Sub with and into the Company. Pursuant to the Merger, all
of the shares of capital stock of the Company will be converted into American
Depository Shares of CBT on the basis described in the Merger Agreement.
B. The Shareholder 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 Common Stock of
the Company as is indicated on the final page of this Agreement (the "SHARES").
C. As a material inducement to enter into the Merger Agreement, CBT
desires the Shareholder to agree, and the Shareholder is willing to agree to
vote the Shares and any other such shares of capital stock of the Company so as
to facilitate consummation of the Merger.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. Agreement to Vote Shares; Additional Purchases.
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1.1 Agreement to Vote Shares. At every meeting of the shareholders
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of the Company called with respect to any of the following, and at every
adjournment thereof, and on every action or approval by written consent of the
shareholders of the Company with respect to any of the following, Shareholder
shall vote the Shares and any New Shares (as defined below) in favor of (x)
approval of the Merger Agreement and the Merger and (y) any matter that could
reasonably be expected to facilitate the Merger.
1.2 Additional Purchases. Shareholder agrees that any shares of
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capital stock of the Company that Shareholder purchases or with respect to which
Shareholder otherwise acquires beneficial ownership after the execution of this
Agreement and prior to the termination of this Agreement in accordance with
Section 6 ("NEW SHARES") shall be subject to the terms and conditions of this
Agreement to the same extent as if they constituted Shares.
2. Irrevocable Proxy. Concurrently with the execution of this Agreement,
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Shareholder agrees to deliver to CBT a proxy in the form attached hereto as
Exhibit A (the "PROXY"), which shall be irrevocable, with respect to the Shares.
3. Representations and Warranties of the Shareholder. Shareholder
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represents and warrants that he: (i) is the beneficial owner of the Shares,
which at the date hereof are free and clear of any liens, claims, options,
charges or other encumbrances; (ii) does not beneficially own any shares of
capital stock of the Company other than the Shares (excluding shares as to which
Shareholder 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.
4. Additional Documents. Shareholder hereby covenants and agrees to
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execute and deliver any additional documents necessary or desirable, in the
reasonable opinion of CBT, to carry out the intent of this Agreement.
5. Consent and Waiver. Shareholder 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 Shareholder is a party or pursuant to any rights
Shareholder may have.
6. Termination. This Agreement shall terminate and shall have no further
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force or effect as of the earlier to occur of: (i) the date and time on which
the Merger shall become effective in accordance with the terms and provisions of
the Merger Agreement and (ii) the date and time the Merger Agreement is
terminated in accordance with its terms.
7. Miscellaneous.
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7.1 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.
7.2 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
of the parties without the prior written consent of the other.
7.3 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 each of the parties hereto.
7.4 Specific Performance; Injunctive Relief. The parties hereto
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acknowledge that CBT 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
Shareholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to CBT upon any such violation, CBT shall
have the right to enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to CBT at law or in equity.
7.5 Notices. All notices, requests, claims, demands and other
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communications hereunder shall be in writing and shall be deemed given if
delivered in person, by cable, telegram or telex, 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 CBT: CBT Group plc
-2-
1005 Hamilton Court
Menlo Park, California 94025
Attn: Chief Executive Officer
Fax: (650) 463-2520
With a copy to: Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304-1050
Attn: Alan K. Austin
Fax: (650) 493-6811
If to the Shareholder: To the address for notice set forth on the
last page hereof.
With a copy to: Andrews & Kurth L.L.P.
2170 Buckthorne Place, Suite 150
The Woodlands, Texas 77380
Attn: Jeffrey L. Wade
Fax: (713) 220-4815
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.
7.6 Governing Law. This Agreement shall be governed by, and
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construed and enforced in accordance with, the internal laws of the State of
Delaware (without regard to conflicts of laws principles thereof).
7.7 Entire Agreement. This Agreement contains the entire
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understanding of 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.
7.8 Counterparts. This Agreement may be executed in several
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counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
7.9 Effect of Headings. The section headings herein are for
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convenience only and shall not affect the construction or 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.
CBT GROUP PLC
By:_____________________________________________
James J. Buckley
President and Chief Executive Officer
SHAREHOLDER:
________________________________________________
Shareholder's Address for Notice:
________________________________________________
________________________________________________
________________________________________________
___________________ Shares of Common Stock
Beneficially Owned:
[VOTING AGREEMENT]
-4-
EXHIBIT A
IRREVOCABLE PROXY
The undersigned shareholder of Rockets, a Delaware corporation (the
"COMPANY"), hereby irrevocably appoints the directors on the Board of Directors
of CBT Group plc, a public limited company organized under the laws of the
Republic of Ireland ("CBT"), and each of them, 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 the Company beneficially owned by the
undersigned, which shares are listed on the final page of this Irrevocable Proxy
(the "SHARES"), and any and all other shares or securities issued or issuable in
respect thereof on or after the date hereof, until the earlier to occur of (i)
such time as the transactions contemplated by that certain Agreement and Plan
of Reorganization dated as of March 16, 1998 (the "MERGER AGREEMENT"), among
CBT, Rockets Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of CBT ("MERGER SUB"), and the Company, including the Merger (as
defined in the Merger Agreement), are effective and (ii) the date that the
Merger Agreement is terminated in accordance with its terms. 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, is granted pursuant to the Voting Agreement
dated as of March 16, 1998 between CBT and the undersigned shareholder (the
"VOTING AGREEMENT"), and is granted in consideration of CBT entering into the
Merger Agreement. CBT and the undersigned shareholder agree and acknowledge
that the grant of this irrevocable proxy is a material inducement for CBT to
enter into the Merger Agreement, and is therefore coupled with an interest and
irrevocable. The attorneys and proxies named above will be empowered at any
time prior to termination of the Merger Agreement to exercise all voting and
other 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 the Company shareholders, and in every written
consent in lieu of such a meeting, or otherwise, in favor of approval of the
Merger and the Merger Agreement and any matter that could reasonably be expected
to facilitate the Merger.
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 shareholders of
the Company and in every written consent in lieu of such meeting, in favor of
approval of the Merger and the Merger Agreement and any matter that could
reasonably be expected to facilitate the Merger. The undersigned shareholder
may vote the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
Dated:
Signature of Shareholder:___________________
Print Name of Shareholder:__________________
_____________ Shares of Common Stock Beneficially Owned
[IRREVOCABLE PROXY]