Voting by Proxy
All shares represented by properly executed proxies received in time for the special meeting will bevoted at the special meeting in the manner specified by the stockholders giving those proxies. Properlyexecuted proxies that do not contain voting instructions will be voted “FOR” the proposal toadopt the merger agreement and approve the merger and the proposal to adjourn the special meeting tosolicit additional proxies, if necessary, provided that no proxy that is specifically marked“AGAINST” the proposal to adopt the merger agreement and approve the merger will bevoted in favor of the adjournment proposal, unless it is specifically marked “FOR” theadjournment proposal.
Only shares affirmatively voted for the proposal to adopt the merger agreement and approve themerger and the proposal to adjourn the special meeting to solicit additional proxies, if necessary, andproperly executed proxies that do not contain voting instructions, will be counted as votes“FOR” the proposals. Shares of our common stock held by persons attending the specialmeeting but abstaining from voting, and shares of our common stock for which we received proxiesdirecting an abstention, will have the same effect as votes “AGAINST” the adoption of themerger agreement and approval of the merger and the proposal to adjourn the special meeting to solicitadditional proxies, if necessary. Shares represented by proxies that reflect a “brokernon-vote” will be counted for purposes of determining whether a quorum exists, but those proxieswill have the same effect as votes “AGAINST” the proposal to adopt the merger agreementand approve the merger and no effect on the adjournment proposal. A “broker non-vote”occurs when a nominee holding shares for a beneficial owner has not received instructions from thebeneficial owner and does not have discretionary authority to vote the shares.
Although it is not currently expected, if the proposal to adjourn the special meeting to solicitadditional proxies is approved, the special meeting may be adjourned for the purpose of solicitingadditional proxies to
approve the proposal to adopt the merger agreement and approve the merger. Other than for the purposesof adjournment to solicit additional proxies, whether or not a quorum exists, holders of a simple majority(i.e., more than 50%) of the outstanding common stock present in person or represented by proxy at thespecial meeting and entitled to vote thereat may adjourn the special meeting. Any signed proxies receivedby us in which no voting instructions are provided on such matter will be voted in favor of anadjournment in these circumstances.
Any adjournment may be made without notice (if the adjournment is not for more than sixty daysfrom the record date), other than by an announcement made at the special meeting of the time, date andplace of the adjourned meeting. Any adjournment of the special meeting for the purpose of solicitingadditional proxies will allow our stockholders who have already sent in their proxies to revoke them atany time prior to their use at the special meeting as adjourned or postponed.
Revocation of Proxies
A stockholder of record may revoke a proxy at any time before it is voted by filing with ourcorporate secretary a duly executed revocation of proxy, by submitting a duly executed proxy to ourcorporate secretary with a later date or by appearing at the special meeting and voting in person. Astockholder of record may revoke a proxy by any of these methods, regardless of the method used todeliver the stockholder’s previous proxy. Attendance at the special meeting without voting will notitself revoke a proxy. If your shares are held in street name, you must contact your broker, bank ornominee to revoke your proxy.
Solicitation of Proxies
We and our proxy solicitation firm, Georgeson Inc., are soliciting proxies for the special meetingfrom our stockholders. We will bear the entire cost of soliciting proxies from our stockholders, includingthe payment of an aggregate fee of $50,000, plus certain other fees and reasonable expenses, toGeorgeson Inc. for its services. In addition to the solicitation of proxies by mail, we will request thatbanks, brokers and other record holders send proxies and proxy materials to the beneficial owners of ourcommon stock held by them and secure their voting instructions, if necessary. We will reimburse thoserecord holders for their reasonable expenses in so doing. We may use several of our executive officersand regular employees, who will not be specially compensated, to solicit proxies from our stockholders,either personally or by telephone, telegram, facsimile, special delivery letter or other electronic means.
Appraisal Rights
Under the General Corporation Law of the State of Delaware, holders of our common stock who donot vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal ofthe fair value of their shares as determined by the Delaware Court of Chancery if the merger isconsummated, but only if they submit a written demand for an appraisal prior to the vote on the adoptionof the merger agreement and they comply with the provisions of Section 262 of the General CorporationLaw of the State of Delaware set forth in full at Annex C to this proxy statement, including by not votingin favor of the adoption of the merger agreement. Dissenting stockholders who properly perfect theirappraisal rights will receive only the judicially-determined fair value of their shares if one or moredissenting stockholders files suit in the Delaware Court of Chancery and litigates the resulting appraisalcase to a decision. For more information on appraisal rights, see below under “The Merger —Appraisal Rights.”
Other Business
We do not expect that any matter other than the proposal to adopt the merger agreement and approvethe merger, and, if necessary, the proposal to adjourn the special meeting to solicit additional proxies, willbe brought before the special meeting. If, however, other matters are properly presented at the specialmeeting, the persons named as proxies will vote in accordance with their best judgment with respect tothose matters.