|
|
|
|
Document Preview Voting Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Voting Agreement |
|||
|
Entities: |
||||
|
Date: |
2007 |
|||
|
Size: |
Preview shows 8KB of 38KB total |
|||
|
Price: |
$39 |
|||
|
ID: |
#2869377 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
VOTING AGREEMENT (this Agreement) dated as of May 13, 2007, is by and among Business&Decision North America Holding, Inc., a Delaware corporation (Parent); BDEC Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub); and each individual listed on the signature page hereof as a stockholder (each, a Stockholder, and collectively, the Stockholders). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of the date hereof (the Merger Agreement), by and among Parent, Merger Sub and Inforte Corp., a Delaware corporation (the Company).
RECITALS
A. Each Stockholder beneficially owns (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) and is entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) the number of shares of common stock, par value $0.001 per share, of the Company (the Company Common Stock) set forth opposite such stockholders name on Schedule A hereto (such shares of Company Common Stock, together with all other shares of capital stock of the Company acquired and beneficially owned by any Stockholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the Subject Shares).
B. Concurrently with the execution and delivery of this Agreement, Parent, Merger Sub and the Company have entered into the Merger Agreement providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation in the Merger (the Merger), all upon the terms and subject to the conditions set forth therein.
C. The Stockholders desire to enter into this Agreement to induce Parent and Merger Sub to enter into the Merger Agreement.
D. The Board of Directors of the Company has taken all actions necessary and within its authority such that no restrictive provision of any fair price, moratorium, control share acquisition, business combination, Stockholder protection, interested stockholder or other similar anti-takeover statute or regulation, including, without limitation, Section 203 of the General Corporation Law of the State of Delaware, or any restrictive provision of the Certificate of Incorporation or By-Laws of the Company is, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, the Company Common Stock, the Merger or any other transaction contemplated by this Agreement or the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein and in the Merger Agreement, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Representations and Warranties of Each Stockholder.
Each Stockholder, severally (and not jointly), hereby represents and warrants to Parent as follows:
(a) Execution and Delivery. Stockholder has and will have the legal capacity, power and authority to enter into and perform all of Stockholders obligations under this Agreement and the Proxy. This Agreement has been duly executed and delivered by such Stockholder and constitutes a legal, valid and binding obligation of such Stockholder enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors rights generally, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).
(b) No Conflicts. (i) No filing by such Stockholder with any Governmental Entity (other than an amended Schedule 13D), and no authorization, consent or approval of any other Person is necessary for the execution of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof shall (A) conflict with or result in any breach of the organizational documents of such Stockholder (if applicable), (B) conflict with, require a consent, waiver or approval under or result in, or give rise to, a violation or breach of or a default under (with or without notice or lapse of time, or both) any of the terms of any Contract, loan or credit agreement, note, bond, mortgage, indenture, lease, permit, understanding, agreement or other instrument or obligation (written or oral) to which such Stockholder is a party or by which such Stockholder or any of his Subject Shares may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to such Stockholder. No filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us