EXHIBIT (d)(2)
VOTING AGREEMENT
AGREEMENT dated as of July 25, 2000 between PPLC Acquisition Corp., a
Delaware corporation ("Buyer"), and the stockholders (the "Stockholders"),
listed on the signature pages hereof.
WHEREAS, in order to induce Buyer to enter into an agreement and plan of
merger (as amended from time to time, the "Merger Agreement") with Chemfab
Corporation, a Delaware corporation (the "Company"), Buyer has requested the
Stockholders, and the Stockholders have agreed, to enter into this Voting
Agreement (the "Agreement").
WHEREAS, as of the date hereof, each Stockholder is the holder of the
shares of capital stock of the Company (the "Stockholder's Shares") listed
opposite its name on the signature pages hereof.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
Voting Agreement; Grant of Proxy
Section 1.01. Voting Agreement. During the term of this Agreement, (a)
each Stockholder hereby irrevocably and unconditionally agrees to vote or cause
to be voted all Stockholder Shares that such Stockholder is entitled to vote at
the time of any stockholder vote where such matters arise (i) in favor of the
approval and adoption of the Merger Agreement and the transactions contemplated
thereby (collectively, the "Transactions"), (ii against any proposal or
transaction which would be reasonably likely to prevent or delay the
consummation of the Transactions and (ii against any (A) Alternative
Transaction, (B) corporate action the consummation of which would frustrate the
purposes, or prevent or delay the consummation, of the Transactions or (C) other
matter relating to, or in connection with, any of the matters referred to in
clause (A) and (B) above. Nothing in this Article 1 shall limit or restrict a
Stockholder's ability to act or vote in such Stockholder's capacity as an
officer or director of the Company in any manner such Stockholder so chooses.
(b) If any stockholder vote in respect of the Merger Agreement or any of
the transactions contemplated by the Merger Agreement is taken by written
consent, the provisions of this Agreement imposing obligations in respect of or
in connection with any stockholder vote shall apply mutatis mutandis to such
action by written consent.
Section 1.02. Proxy. Each Stockholder hereby revokes any and all previous
proxies granted with respect to the Stockholder Shares. By entering into this
Agreement, each Stockholder hereby grants an irrevocable proxy, appointing Buyer
as such Stockholder's attorney-in-fact and proxy, with full power of
substitution, for and in Stockholder's name, to vote, express consent or
dissent, or otherwise to utilize such voting power in such manner and upon any
of the matters referred to in Section above, as Buyer or its proxy or substitute
shall, in Buyer's sole discretion, deem proper with respect to the Stockholder
Shares. The proxy granted by each Stockholder pursuant to this Article 1 is
irrevocable and is granted in consideration of Buyer's entering into the Merger
Agreement and to secure the Stockholder's performance of his agreement and duty
to vote or cause to be voted (including by written consent) all of such
Stockholder Shares in favor of the Merger as set forth in Section 101(a) and (b)
hereof and such irrevocable proxy shall remain in effect until the Termination
Date, notwithstanding the death or incapacity of any such Stockholder; provided
that such proxy shall be revoked on the Termination Date.
Section 1.03. Agreement to Tender. Provided that the Offer is conducted in
accordance with the terms of the Merger Agreement, each Stockholder hereby
agrees to tender, upon the request of Buyer (and agrees that it will not
withdraw such tender so long as the Offer has not been terminated or lapsed in
accordance with its terms), pursuant to and in accordance with the terms of the
Offer, the Stockholder Shares. Provided that the Offer is conducted in
accordance with the terms of the Merger Agreement, within ten business days
after the commencement of the Offer, Stockholder shall deliver to the depositary
designated in the Offer (i) a letter of transmittal with respect to the
Stockholder Shares complying with the terms of the Offer, (ii) certificates
representing of the Stockholder Shares and (iii) all other documents or
instruments required to be delivered pursuant to the terms of the Offer.
ARTICLE 2
Representations and Warranties of the Stockholders
Each of the Stockholders represents and warrants to Buyer as to itself
that:
Section 2.01. Valid Title. Such Stockholder is the record and beneficial
owner of the Stockholder Shares held by such Stockholder on the date hereof with
no restrictions on such Stockholder's voting rights or rights of disposition
pertaining thereto. None of the Stockholder Shares is subject to any voting
trust
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or other agreement or arrangement with respect to the voting of such Stockholder
Shares (other than this Agreement).
Section 2.02. Binding Effect. This Agreement is the valid and binding
Agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws relating to creditors' rights
generally.
Section 2.03. Total Shares. The number of Stockholder Shares set forth on
the signature page hereto opposite the name of such Stockholder are the only
Stockholder Shares, or rights or options to acquire Stockholder Shares, owned by
such Stockholder.
ARTICLE 3
Representations and Warranties of Buyer
Buyer represents and warrants to each of the Stockholders:
Section 3.01. Corporate Power and Authority. Buyer has all requisite
corporate power and authority to enter into this Agreement and to perform its
obligations hereunder. The execution, delivery and performance by Buyer of this
Agreement and the consummation by Buyer of the transactions contemplated hereby
have been duly authorized by the board of directors of Buyer and no other
corporate action on the part of Buyer is necessary to authorize the execution,
delivery or performance by Buyer of this Agreement and the consummation by Buyer
of the transactions contemplated hereby. This Agreement has been duly executed
and delivered by Buyer and is a valid and binding Agreement of Buyer,
enforceable against it in accordance with its terms, except as enforcement may
be limited by bankruptcy, insolvency, moratorium or other similar laws relating
to creditors' rights generally.
ARTICLE 4
Covenants of the Stockholders
Each of the Stockholders hereby covenants and agrees that:
Section 4.01. No Proxies for or Encumbrances on Stockholder Shares. Except
pursuant to the terms of this Agreement, prior to the Termination Date, such
Stockholder shall not, without the prior written consent of Buyer, directly or
indirectly, (i) grant any proxies or enter into any voting trust or other
agreement or
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arrangement with respect to the voting of any Stockholder Shares or (ii) sell,
assign, transfer, encumber or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to the direct or
indirect sale, assignment, transfer, encumbrance or other disposition of, any
Stockholder Shares during the term of this Agreement; provided, that Stockholder
may transfer any of its Stockholder Shares to any other person or entity who is
on the date hereof, or to any family member of a person or to any charitable
institution which prior to the Company Stockholders Meeting and prior to such
transfer becomes, a party to this Agreement bound by all the obligations of
"Stockholder" hereunder. Except as permitted in the preceding proviso, such
Stockholder shall not seek or solicit any such sale, assignment, transfer,
encumbrance or other disposition or any such contract, option or other
arrangement or assignment or understanding and agrees to notify Buyer promptly
and to provide all details requested by Buyer if such Stockholder shall be
approached or solicited, directly or indirectly, by any Person with respect to
any of the foregoing.
Section 4.02. Other Offers. Such Stockholder shall not directly or
indirectly take any action to solicit, initiate or endorse any Alternative
Transaction or engage in negotiations with, or disclose any nonpublic
information relating to the Company or any of its subsidiaries or afford access
to the properties, books or records of the Company or any of its subsidiaries
to, any Person that may be considering making, or has made, an Alternative
Transaction. Such Stockholder will promptly notify Buyer after receipt of an
Alternative Transaction or any indication that any Person is considering making
an Alternative Transaction or any request for nonpublic information relating to
the Company or any of its subsidiaries or for access to the properties, books or
records of the Company or any of its subsidiaries by an Person that may be
considering making, or has made, an Alternative Transaction and will keep Buyer
fully informed of the status and details of any such Alternative Transaction,
indication or request.
Section 4.03. Appraisal Rights. Such Stockholder agrees not to exercise any
rights (including, without limitation, under 262 of the Delaware General
Corporation Law) to demand appraisal of any Stockholder Shares which may arise
with respect to the Merger.
Section 4.04. Further Action. Such Stockholder intends this proxy to be
irrevocable and will take such further action and execute such other instruments
as may be necessary to effectuate the intent of this proxy, including, without
limitation, filing written notice of this irrevocable proxy with the secretary
of the Company or permitting Buyer, as his attorney-in-fact, to file a copy of
this Agreement with the secretary of the Company.
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Section 4.05. Legend. At the request of Buyer, such Stockholder agrees to
stamp, print or type on the face of his certificates evidencing the Stockholder
Shares the following legend:
"THE VOTING, SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER
ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS
SUBJECT TO A VOTING AGREEMENT DATED AS OF . DAY OF . BY AND BETWEEN PPLC
ACQUISITION CORP. AND THE RECORD OWNER HEREOF, COPIES OF WHICH ARE ON FILE AT
THE OFFICES OF PPLC ACQUISITION CORP.."
ARTICLE 5
Miscellaneous
Section 5.01. Expenses. All costs and expenses incurred in connection with
this Agreement shall be paid by the [party incurring such cost or expense].
Section 5.02. Additional Agreements. Subject to the terms and conditions of
this Agreement, each of the parties hereto agrees to use all reasonable efforts
to take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations and
which may be required under any agreements, contracts, commitments, instruments,
understandings, arrangements or restrictions of any kind to which such party is
a party or by which such party is governed or bound, to consummate and make
effective the transactions contemplated by this Agreement, to obtain all
necessary waivers, consents and approvals and effect all necessary registrations
and filings, responses to requests for additional information related to such
filings, and submission of information requested by governmental authorities,
and to rectify any event or circumstances which could impede consummation of the
transactions contemplated hereby.
Section 5.03. Specific Performance. The parties hereto agree that Buyer
would be irreparably damaged if for any reason a Stockholder failed to perform
any of his obligations under this Agreement, and that Buyer would not have an
adequate remedy at law for money damages in such event. Accordingly, Buyer shall
be entitled to specific performance and injunctive and other equitable relief to
enforce the performance of this Agreement by each Stockholder. This provision is
without prejudice to any other rights that Buyer may have against any
Stockholder for any failure to perform his obligations under this Agreement.
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Section 5.04. Notices. All notices, requests, claims, demands and other
communications hereunder shall be deemed to have been duly given when delivered
in person, by cable, telegram or telex, or by registered or certified mail
(postage prepaid, return receipt requested) to such party at its address set
forth on the signature page hereto.
Section 5.05. Amendments. This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and delivery of a written
agreement executed by the parties hereto.
Section 5.06. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that, except as provided in Section
401 hereof, no party may assign, delegate or otherwise transfer any of its
rights or obligations under this Agreement without the consent of the other
parties hereto; provided further that Buyer may assign its rights and
obligations to any affiliate of Buyer without any such consent.
Section 5.07. Governing Law. This Agreement shall construed in accordance
with and governed by the law of the State of Delaware without giving effect to
the principles of conflicts of laws thereof.
Section 5.08. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Section 5.09. Defined Terms. Capitalized terms used but not defined in this
Agreement are used as defined in the Merger Agreement.
Section 5.10. Termination. This Agreement, and all rights and obligations
of the parties hereunder, shall terminate (the "Termination Date") upon the
earlier of (a) termination of the Merger Agreement in accordance with its terms
or (b) upon consummation of the Merger.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
PPLC ACQUISTION CORP.
By: /s/ Robert C. Ayotte
--------------------------------
Name: Robert C. Ayotte
Title: Chairman & Chief Executive
Stockholders Officer
- ------------
Shares Owned PAUL AND MARCIA COOK
- ------------ LIVING TRUST
247,590
By: /s/ Paul Cook
--------------------------------
Name: Paul Cook
Title: Co-Trustee
By: /s/ Marcia Cook
--------------------------------
Name: Marcia Cook
Title: Co-Trustee
Shares Owned PAUL COOK
- ------------
54,000 options
Signed: /s/ Paul Cook
----------------------------
Shares Owned WARREN COOK
- ------------
143,627
54,000 options Signed: /s/ Warren Cook
----------------------------
Shares Owned MICHAEL CUSHMAN
- ------------
509
43,475 options Signed: /s/ Michael Cushman
----------------------------
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Shares Owned TRUST FOR THE BENEFIT OF
- ------------ ROBERT McGILL
7,000
By: /s/ Robert McGill
-------------------------------
Name: Robert McGill
Title: Trustee
Shares Owned ROBERT McGILL III
- ------------
39,000 options Signed: /s/ Robert McGill III
---------------------------
Shares Owned JAMES McGRATH
- ------------
14,000 Signed: /s/ James McGrath
24,000 options ---------------------------
Shares Owned TRUST FOR THE BENEFIT OF
- ------------ [THE MONTOPOLI CHILDREN]
4,500
By: /s/ Duane C. Muntopoli
-------------------------------
Name: Duane C. Montopoli
Title: Trustee
Shares Owned DUANE MONTOPOLI
- ------------
58,000 Signed: /s/ Duane C. Montopoli
124,500 options ---------------------------
Shares Owned MOOSA E. MOOSA
- ------------
12,000
72,000 options Signed: /s/ Moosa E. Moosa
---------------------------
Shares Owned NICHOLAS PAPPAS
- ------------
10,000
74,000 options Signed: /s/ Nicholas Pappas
---------------------------
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Shares Owned THOMAS C. PLATT III
- ------------
1,480
57,000 options Signed: /s/ Thomas C. Platt III
----------------------------
Shares Owned CHARLES TILGNER III
- ------------
2,782
35,050 options Signed: /s/ Charles Tilgner III
----------------------------
Shares Owned JOHN VERBICKY
- ------------
2,500
212,000 options Signed: /s/ John Verbicky
----------------------------