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Title: |
Voting Agreement |
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Entities: |
Advanced Power Technology Inc.; Microsemi Corp.; Power Technology, Inc. |
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Date: |
2005 |
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Size: |
Preview shows 5KB of 15KB total |
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Price: |
$39 |
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ID: |
#1121660 |
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VOTING AGREEMENT
This Voting Agreement (this Agreement) is made and entered into as of November , 2005 by and between Microsemi Corporation, a Delaware corporation (Parent), and the signatory hereto (the Promissor). Terms used herein and not defined herein shall have the meaning set forth in the Merger Agreement (as defined below).
RECITALS
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of November 2, 2005, as may be amended from time to time (including such amendments, herein called the Merger Agreement) by and among Microsemi Corporation, APT Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (the Merger Sub), and Advanced Power Technology, Inc., a Delaware corporation (the Company), it is proposed that Parent shall issue shares of Parent Common Stock and/or Parent Stock Options in exchange for Shares and Options (as defined below) pursuant to the Merger Agreement (the Merger); and
WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Parent has required that each Promissor, in each such persons capacity as a stockholder of the Company, enter into, and the Promissor has agreed to enter into, this Voting Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable considerations, receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Representations and Warranties of the Promissor. The Promissor hereby represents and warrants to Parent as follows:
(a) Authority; No Violation. The Promissor has all necessary power and authority to enter into and perform all of such Promissors obligations hereunder. The execution, delivery and performance of this Agreement by the Promissor will not violate any other agreement to which such Promissor is a party, including any voting agreement, stockholder agreement, trust agreement or voting trust. This Voting Agreement has been duly and validly executed and delivered by the Promissor (and the Promissors spouse, if the Shares constitute community property) and constitutes a valid and binding agreement of the Promissor and such spouse, enforceable against the Promissor and the Promissors spouse, as the case may be, in accordance with its terms.
(b) Ownership of Shares. The Promissor is the beneficial owner or record holder of the number of shares of the Companys Common Stock indicated under the Promissors name on the signature page hereto (the Existing Shares, and together with any shares of the Companys Common Stock acquired by the Promissor after the date hereof the Shares) and, as of the date hereof, the Existing Shares constitute all of the shares of the Companys Common Stock owned of record or beneficially by the Promissor. With respect to the Existing Shares, and if applicable subject to community property laws, the Promissor has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 2 hereof, sole power of disposition, sole power to demand appraisal rights and sole power to engage in actions set forth in Section 2 hereof, with no restrictions on the voting rights, rights of disposition or otherwise, subject to applicable laws and the terms of this Agreement.
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