EXHIBIT 99.2
McDATA CORPORATION
CONSENT OF STOCKHOLDER
The undersigned stockholder of McDATA Corporation, a Delaware
corporation ("McDATA"), hereby authorizes and approves, by consent in writing
pursuant to Section 228 of the General Corporation Law of the State of
Delaware (the "DGCL"):
I. with respect to all of the shares of Class A Common Stock, par
value $0.001 per share, of McDATA ("McDATA Class A Common Stock"), Class
B Common Stock, par value $0.001 per share, of McDATA ("McDATA Class B
Common Stock"), Series A Convertible Preferred Stock, par value $0.001
per share, of McDATA ("McDATA Series A Preferred Stock") and Series B
Convertible Preferred Stock, par value $0.001 per share, of McDATA
("McDATA Series B Preferred Stock"), of which the undersigned was the
record holder at the close of business on October 20, 1995 (the "Record
Date"):
A. the Agreement and Plan of Merger dated as of October 25,
1995, (the "Merger Agreement") among McDATA, EMC Corporation, a
Massachusetts corporation ("EMC"), and EMC Merger Corporation 1995,
a Delaware corporation and a wholly-owned subsidiary of EMC ("Sub");
B. the merger of Sub with and into McDATA pursuant to the
Merger Agreement (the "Merger"), resulting in McDATA becoming a
wholly owned subsidiary of EMC; and
C. the waiver of any notices, requirements and waiting
periods called for in McDATA's Amended and Restated Certificate of
Incorporation or in the DGCL, including any requirement that McDATA
may not consummate the Merger before the expiration of any time
period provided therein; and
II. with respect to all of the shares of McDATA Series A Preferred
Stock and McDATA Series B Preferred Stock, of which the undersigned was
the record holder at the close of business on the Record Date, the
conversion of all outstanding shares of McDATA Series A Preferred and
McDATA Series B Preferred into shares of McDATA Class A Common Stock;
all as more fully described in the Consent Solicitation/Prospectus dated
___________, 1995 (the "Consent Solicitation").
The undersigned's approval of the foregoing matters shall constitute
approval of all of the matters contemplated by the Merger Agreement as
described in the Consent Solicitation, including but not limited to the
following:
(i) the assumption by the undersigned of the undersigned's
obligations pursuant to Article VIII of the Merger Agreement relating to the
indemnification by the McDATA stockholders of EMC and its affiliates and their
respective officers, directors, employees and agents (the "Indemnification
Obligations");
(ii) the appointment of John F. McDonnell to act as the
undersigned's representative ("McDATA Representative") pursuant to the Merger
Agreement and the Exchange and Escrow Agreement (as defined in the Merger
Agreement);
(iii) that the McDATA Representative and his successors will not be
liable to the undersigned for any action taken or omitted to be taken by him
in good faith and believed by him to be authorized by the Merger Agreement or
the Exchange and Escrow Agreement or within the rights or powers conferred
upon him thereunder, nor for any action taken or omitted to be taken by him in
good faith and in accordance with advice of counsel, nor for any mistakes of
fact or error of judgment or for any acts or omissions of any kind unless
caused by his own willful misconduct, gross negligence or bad faith.
By execution hereof, the undersigned acknowledges receipt of the
Consent Solicitation (which includes a copy of the Merger Agreement) and
acknowledges and agrees that as a result of signing this Consent, the
undersigned hereby waives and loses any right to dissent from the proposed
Merger and obtain payment for the undersigned's shares of McDATA capital stock
pursuant to Section 262 of the DGCL.
Effective upon the consummation of the Merger and as a result of the
execution of this Consent, the undersigned hereby waives any rights or claims
(known or unknown) the undersigned may have as a stockholder of McDATA against
McDATA or any of its officers, directors, shareholders, affiliates,
successors, or assigns, including any rights to accrued and unpaid dividends
on McDATA Class A Common Stock or McDATA Class B Common Stock, except for such
rights or claims as are expressly set forth in the Merger Agreement.
This Consent is one of several consents, identical in form to this
Consent, that are being signed by the holders of record on the Record Date of
issued and outstanding shares of capital stock of McDATA, all of which
Consents taken together are intended to constitute action by the stockholders
of McDATA by consent in writing without a meeting pursuant to Section 228 of
the DGCL.
Signature of Stockholder:
Print Name of Stockholder:
Signature if held jointly:
Print name of joint holder:
Dated __________, 1995
Shares beneficially owned:
____________________ shares of Class A Common Stock
____________________ shares of Class B Common Stock
____________________ shares of Series A Preferred Stock
____________________ shares of Series B Preferred Stock
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Please sign exactly as name appears on your certificate(s). When shares are
held by joint tenants, both should sign. When signing as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
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