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EXHIBIT 99.1
VOTING AGREEMENT
This Voting Agreement is entered into as of ____________, by and between
Chordiant Software, Inc., a Delaware corporation ("Parent"), and __________
("Stockholder").
Recitals
A. Parent, Puccini Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Parent ("Merger Sub"), and Prime Response, Inc., a Delaware
corporation (the "Company"), are entering into an Agreement and Plan of Merger
and Reorganization of even date herewith (as amended from time to time, the
"Reorganization Agreement"), which provides (subject to the conditions set forth
therein) for the merger of Merger Sub into the Company (the "Merger").
B. As a condition to the willingness of Parent and Merger Sub to enter
into the Reorganization Agreement, Parent and Merger Sub have required that
Stockholder enter into this Voting Agreement; and Stockholder is entering into
this Voting Agreement in order to induce Parent and Merger Sub to enter into the
Reorganization Agreement.
Agreement
The parties to this Voting Agreement, intending to be legally bound, agree
as follows:
Section 1. Certain Definitions
(a) All capitalized terms used but not otherwise defined in this
Voting Agreement have the meanings given to them in the Reorganization
Agreement.
(b) "Subject Securities" shall mean 88.3875% (the "Percentage")
of the securities of the Company (including shares of Company Common Stock and
options, warrants and other rights to acquire shares of Company Common Stock)
Owned by Stockholder as of the date of this Agreement; provided that there will
be a pro rata adjustment in the Percentage and the number of securities of the
Company Owned by the Stockholder subject to the terms and conditions of this
Agreement in the event any shares of Company Common Stock are issued after the
date hereof.
(c) Stockholder shall be deemed to "Own" or to have acquired
"Ownership" of a security if Stockholder: (i) is the record owner of such
security; or (ii) is the "beneficial owner" (within the meaning of Rule 13d-3
under the Exchange Act) of such security.
(d) "Expiration Date" shall mean the earlier of the date upon
which the Reorganization Agreement is validly terminated or the date upon which
the Merger becomes effective.
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(e) An "Identified Termination" shall be deemed to have occurred if:
(i) the Reorganization Agreement is terminated by Parent or the Company pursuant
to Section 8.1(b) of the Reorganization Agreement, and at or prior to the time
of termination of the Reorganization Agreement an Acquisition Proposal shall
have been disclosed, announced, commenced, submitted or made; (ii) the
Reorganization Agreement is terminated by Parent or the Company pursuant to
Section 8.1(d) of the Reorganization Agreement; or (iii) the Reorganization
Agreement is terminated by Parent pursuant to Section 8.1(f) of the
Reorganization Agreement.
(f) The "Record Date" for a particular matter shall be the date
fixed for Persons entitled: (i) to receive notice of, and to vote at, a meeting
of the stockholders of the Company called for the purpose of voting on such
matter; or (ii) to take action by written consent of the stockholders of the
Company with respect to such matter.
(g) "Voting Expiration Date" shall mean the earlier of the date upon
which the Reorganization Agreement is validly terminated or the date upon which
the Merger becomes effective; provided, however, the "Voting Expiration Date"
shall be the date 180 days following the date on which the Reorganization
Agreement is validly terminated, if an Identified Termination occurs.
Section 2. Transfer of Subject Securities
2.1 No Disposition or Encumbrance of Subject Securities. Stockholder
covenants and agrees that, prior to the Expiration Date, Stockholder will not,
directly or indirectly: (i) offer, sell, offer to sell, contract to sell,
pledge, grant any option to purchase or otherwise dispose of or transfer (or
permit or announce any offer, sale, offer of sale, contract of sale or grant of
any option for the purchase of, or permit or announce any other disposition or
transfer of) any of the Subject Securities, or any interest in any of the
Subject Securities, to any Person other than Parent; (ii) create or permit to
exist any Encumbrance on or otherwise affecting any of the Subject Securities;
or (iii) reduce Stockholder's Ownership of, interest in or risk relating to any
of the Subject Securities.
2.2 Transfer of Voting Rights. Stockholder covenants and agrees that,
prior to the Expiration Date, Stockholder will not deposit any of the Subject
Securities into a voting trust or grant a proxy or enter into a voting agreement
or similar Contract with respect to any of the Subject Securities.
Section 3. Voting of Shares
3.1 Pre-Termination Voting Agreement. Stockholder covenants and agrees
that, prior to the earlier to occur of the valid termination of the
Reorganization Agreement or the Effective Time, at any meeting of the
stockholders of the Company, however called, and in any written action by
consent of stockholders of the Company, Stockholder shall (unless otherwise
directed in writing by Parent) cause to be voted all Subject Securities that are
(as of the Record Date for any of the matters referred to in this Section 3.1)
Owned by Stockholder:
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(i) in favor of the Merger and the adoption of the
Reorganization Agreement and in favor of each of the other actions
contemplated by the Reorganization Agreement and any action that could
reasonably be expected to facilitate the consummation of the Merger;
(ii) against any action or agreement that could result in a
breach of any representation, warranty, covenant or obligation of the
Company in the Reorganization Agreement or in this Voting Agreement; and
(iii) against the following actions (other than the Merger and
the other transactions contemplated by the Reorganization Agreement)
(collectively, hereinafter referred to as the "Other Actions"): (A) any
extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving any of the Acquired Corporations; (B)
any sale, lease or transfer of a material amount of assets of any of the
Acquired Corporations (other than in the ordinary course of business); (C)
any reorganization, recapitalization, dissolution or liquidation of any of
the Acquired Corporations; (D) any removal of or change in a majority of
the board of directors of the Company; (E) any amendment to the Company's
certificate of incorporation; (F) any material change in the capitalization
of the Company or the Company's corporate structure; and (G) any other
action that is inconsistent with the Merger or that is intended, or could
reasonably be expected, to impede, interfere with, delay, postpone,
discourage or adversely affect the Merger or any of the other transactions
contemplated by the Reorganization Agreement or this Voting Agreement.
Stockholder shall not, at any time prior to the earlier to occur of the valid
termination of the Reorganization Agreement or the Effective Time, enter into
any agreement or understanding with any Person to vote or give instructions
inconsistent with clause "(i)", "(ii)" or "(iii)" of the preceding sentence.
3.2 Post-Termination Voting Agreement. If an Identified Termination
occurs, then, prior to the Voting Expiration Date, at any meeting of the
stockholders of the Company, however called, and in any action by written
consent of stockholders of the Company, Stockholder shall (unless otherwise
directed in writing by Parent) cause to be voted all of the Subject Securities
(as of the Record Date for any of the matters referred to in this Section 3.2)
are Owned by Stockholder: (i) against any Acquisition Proposal and against the
approval or adoption of any related transaction or agreement; (ii) against any
action that is intended, or could reasonably be expected, to facilitate the
consummation of any Acquisition Transaction; and (iii) against any Other Action.
Stockholder shall not at any time prior to the Voting Expiration Date, enter
into any agreement or understanding with any Person to vote or give instructions
inconsistent with clause "(i)," "(ii)" or "(iii)" of the preceding sentence.
3.3 Proxy.
(a) Concurrently with the execution of this Voting Agreement: (i)
Stockholder shall deliver to Parent a proxy in the form attached hereto as
Exhibit A, which shall be irrevocable to the fullest extent permitted by law,
with respect to the shares referred to therein (the "Proxy"); and (ii)
Stockholder shall cause to be delivered to Parent an additional proxy (in
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the form attached hereto as Exhibit A) executed on behalf of the record owner of
any outstanding shares of Company Common Stock that are owned beneficially (but
are not owned of record) by Stockholder.
(b) After the execution of this Voting Agreement, Stockholder shall
execute or cause to be executed such further documents, instruments or proxies
as may be reasonably requested by Parent with respect to any additional shares
of outstanding capital stock of the Company of which Stockholder acquires
Ownership or as may reasonably be required to vest in Parent the power to carry
out and give effect to the provisions of this Voting Agreement. Stockholder
shall promptly notify Parent upon acquiring Ownership of any securities of the
Company.
Section 4. Waiver of Appraisal Rights.
To the fullest extent permitted by law, Stockholder hereby irrevocably and
unconditionally waives any rights of appraisal, dissenters' rights or similar
rights that Stockholder may have in connection with the Merger, and Stockholder
shall cause to be irrevocably and unconditionally waived any such rights that
any affiliate of Stockholder may have in connection with the Merger.
Section 5. No Solicitation
Stockholder covenants and agrees that, during the period commencing on the
date of this Voting Agreement and ending on the Voting Expiration Date,
Stockholder shall not, directly or indirectly, and shall not authorize or permit
any Representative of Stockholder directly or indirectly to: (i) solicit,
initiate, encourage, induce or facilitate the making, submission or announcement
of any Acquisition Proposal or take any action that could reasonably be expected
to lead to an Acquisition Proposal; (ii) furnish any information regarding any
of the Acquired Corporations to any Person in connection with or in response to
an Acquisition Proposal or an inquiry or indication of interest that could lead
to an Acquisition Proposal; (iii) engage in discussions or negotiations with any
Person with respect to any Acquisition Proposal; (iv) approve, endorse or
recommend any Acquisition Proposal or (v) enter into any letter of intent or
similar document or any Contract contemplating or otherwise relating to any
Acquisition Transaction. Stockholder shall immediately cease any existing
discussions with any Person that relate to any Acquisition Proposal. Stockholder
shall promptly (and in no event later than 24 hours after receiving, or
obtaining knowledge of, any Acquisition Proposal, any inquiry or indication of
interest that could lead to an Acquisition Proposal or any request for nonpublic
information) advise Parent orally and in writing of any Acquisition Proposal,
any inquiry or indication of interest that could lead to an Acquisition Proposal
or any request for nonpublic information relating to any of the Acquired
Corporations (including the identity of the Person making or submitting such
Acquisition Proposal, inquiry, indication of interest or request, and the terms
thereof) that is made or submitted by any Person.
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Section 6. Representations and Warranties of Stockholder
Stockholder hereby represents and warrants to Parent as follows:
6.1 Authorization, etc. Stockholder has all requisite power and capacity
to execute and deliver this Voting Agreement and the Proxy and to perform
Stockholder's obligations hereunder and thereunder. This Voting Agreement and
the Proxy have been duly executed and delivered by Stockholder and constitute
the legal, valid and binding obligations of Stockholder, enforceable against
Stockholder in accordance with their respective terms, subject to (i) laws of
general application relating to bankruptcy, insolvency and the relief of
debtors, and (ii) rules of law governing specific performance, injunctive relief
and other equitable remedies.
6.2 No Conflicts, Required Filings and Consents.
(a) The execution and delivery of this Voting Agreement and the
Proxy by Stockholder do not, and the performance of this Voting Agreement and
the Proxy by Stockholder will not: (i) conflict with or violate any Legal
Requirement, order, decree or judgment applicable to Stockholder or by which
Stockholder or any of Stockholder's properties is bound or affected; or (ii)
result in any breach of or constitute a default (with notice or lapse of time,
or both) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of an Encumbrance on
or otherwise affecting any of the Subject Securities pursuant to, any Contract
to which Stockholder is a party or by which Stockholder or any of Stockholder's
properties is bound or affected.
(b) The execution and delivery of this Voting Agreement and the
Proxy by Stockholder do not, and the performance of this Voting Agreement and
the Proxy by Stockholder will not, require any Consent of any Person.
6.3 Title to Subject Securities. As of the date hereof, Stockholder Owns
in the aggregate (including shares owned of record and shares owned
beneficially) the number of outstanding shares of capital stock of the Company
specified below Stockholder's name on the signature page hereof (the
"Stockholder's Shares"), and the number of options, warrants and other rights to
acquire shares of Company Common Stock specified below Stockholder's name on the
signature page hereof (the "Stockholder's Options"), and Stockholder does not
directly or indirectly Own any other securities of the Company, or any option,
warrant or other right to acquire (by purchase, conversion or otherwise) any
shares of capital stock or other securities of the Company, other than the
shares and options, warrants and other rights set forth on the signature page
hereof. For the purposes of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, the Stockholder Owns all of the Stockholder's Shares and all
of the Stockholder's Options as its own ultimate parent Entity.
6.4 Accuracy of Representations. The representations and warranties
contained in this Voting Agreement are accurate in all respects as of the date
of this Voting Agreement, will be accurate in all respects at all times through
the Voting Expiration Date and will be accurate in all respects as of the date
of the consummation of the Merger as if made on that date.
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Section 7. Covenants of Stockholder
7.1 Further Actions. Stockholder agrees to cooperate fully with Parent
and to execute and deliver such further documents, transfers, assignments,
endorsements, proxies, consents, certificates, agreements and instruments and
shall (at Stockholder's sole expense) take such other actions as may be
requested by Parent to evidence or reflect the transactions contemplated by this
Voting Agreement and to carry out the intent and purposes of this Voting
Agreement.
7.2 Legend. Immediately after the execution of this Voting Agreement
(and from time to time prior to the Expiration Date upon the acquisition by
Stockholder of Ownership of any shares of capital stock of the Company),
Stockholder shall instruct the Company to cause each certificate of Stockholder
evidencing any outstanding shares of capital stock of the Company Owned by
Stockholder to bear a legend in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD,
EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH
THE TERMS AND CONDITIONS OF THE VOTING AGREEMENT DATED AS OF JANUARY __,
2001, AS IT MAY BE AMENDED, BETWEEN THE ISSUER AND _____________, A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.
Section 8. Miscellaneous
8.1 Survival of Representations, Warranties and Agreements. All
representations, warranties and agreements made by Stockholder in this Voting
Agreement shall survive (i) the consummation of the Merger, (ii) any termination
of the Reorganization Agreement and (iii) the Voting Expiration Date.
8.2 Expenses. All costs and expenses incurred in connection with the
transactions contemplated by this Voting Agreement shall be paid by the party
incurring such costs and expenses.
8.3 Notices. Any notice or other communication required or permitted to
be delivered to any party under this Voting Agreement shall be in writing and
shall be deemed properly delivered, given and received (a) upon receipt when
delivered by hand or (b) two business days after sent by registered mail or by
courier or by express delivery service, provided that in each case the notice or
other communication is sent to the address set forth beneath the name of such
party below (or to such other address as such party shall have specified in a
written notice given to the other parties hereto):
if to Stockholder:
at the address set forth below Stockholder's signature on the
signature page hereto;
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if to Parent:
Chordiant Software, Inc.
20400 Stevens Creek Blvd., Suite 400
Cupertino, CA 95014-2217
Facsimile No. (408) 517-0270
Attn: Chief Executive Officer
8.5 Severability. In the event that any term, provision, covenant or
restriction contained in this Voting Agreement, or the application of any such
term, provision, covenant or restriction to any Person or set of circumstances,
shall be determined to be invalid, unlawful, void or unenforceable to any
extent, the remainder of this Voting Agreement, and the application of such
term, provision, covenant or restriction to Persons or circumstances other than
those as to which it is determined to be invalid, unlawful, void or
unenforceable, shall not be impaired or otherwise affected and shall continue to
be valid and enforceable to the fullest extent permitted by law.
8.6 Entire Agreement; Counterparts. This Voting Agreement, the Proxy and
any other documents delivered by the parties in connection herewith constitute
the entire agreement and supersede all prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof
and thereof. No addition to or modification of any provision of this Voting
Agreement shall be binding upon either party hereto unless made in writing and
signed by both parties hereto. This Voting Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same instrument.
8.7 Assignment; Binding Effect. Except as provided herein, neither this
Voting Agreement nor any of the obligations hereunder of Stockholder shall be
assigned or delegated by any party (whether by operation of law or otherwise)
without the prior written consent of the other party. Subject to the preceding
sentence, this Voting Agreement shall be binding upon Stockholder and
Stockholder's heirs, successors and assigns, and shall inure to the benefit of
Parent and its successors and assigns. Without limiting any of the restrictions
set forth in Section 2 or elsewhere in this Voting Agreement, this Voting
Agreement shall be binding upon any Person to whom any Subject Securities are
transferred. Notwithstanding anything contained in this Voting Agreement to the
contrary, nothing in this Voting Agreement, express or implied, is intended to
confer on any Person, other than Parent and its successors and assigns, any
rights or remedies of any nature.
8.8 Specific Performance. Stockholder agrees that (a) in the event of
any breach or threatened breach by Stockholder of any covenant, obligation or
other provision contained in this Voting Agreement, Parent shall be entitled (in
addition to any other remedy that may be available to Parent) to (i) a decree or
order of specific performance or mandamus to enforce the observance and
performance of such covenant, obligation or other provision; and (ii) an
injunction restraining such breach or threatened breach; and (b) neither the
stockholder nor any other Person shall be required to provide any bond or other
security in connection with any such decree, order or injunction or in
connection with any related action or proceeding.
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8.9 Other Agreements. Nothing in this Voting Agreement shall limit any
of the rights or remedies of Parent or obligations of Stockholder under any
Affiliate Agreement or under any other agreement between Parent and Stockholder
or any certificate or instrument executed by Stockholder in favor of Parent; and
nothing in the Reorganization Agreement or in any other agreement, certificate
or instrument shall limit any of the rights or remedies of Parent or any of the
obligations of Stockholder under this Voting Agreement.
8.10 Applicable Law; Jurisdiction. This Voting Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware, regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws thereof. In any action between any of the
parties arising out of or relating to this Voting Agreement or any of the
transactions contemplated by this Voting Agreement: (a) each of the parties
irrevocably and unconditionally consents and submits to the jurisdiction and
venue of the state and federal courts located in the State of Delaware; (b) each
of the parties irrevocably waives the right to trial by jury; and (c) each of
the parties irrevocably consents to service of process by first class certified
mail, return receipt requested, postage prepaid, to the address at which such
party is to receive notice in accordance with Section 8.4.
8.11 No Limitation of Actions of Stockholder as Director. Notwithstanding
anything to the contrary in this Voting Agreement, in the event Stockholder or
any affiliate thereof is a director of the Company, nothing in this Voting
Agreement is intended or shall be construed to require Stockholder, in its
capacity as a director of the Company, to act or fail to act in accordance with
its fiduciary duties in such capacity.
8.12 Construction.
(a) For purposes of this Voting Agreement, whenever the context
requires: the singular number shall include the plural, and vice versa; the
masculine gender shall include the feminine and neuter genders; the feminine
gender shall include the masculine and neuter genders; and the neuter gender
shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not
be applied in the construction or interpretation of this Voting Agreement.
(c) As used in this Voting Agreement, the words "include" and
"including," and variations thereof, shall not be deemed to be terms of
limitation, but rather shall be deemed to be followed by the words "without
limitation."
(d) Except as otherwise indicated, all references in this Voting
Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this
Voting Agreement and Exhibits to this Voting Agreement.
(e) The headings contained in this Voting Agreement are for
convenience of reference only, shall not be deemed to be a part of this Voting
Agreement and shall not be referred to in connection with the construction or
interpretation of this Voting Agreement.
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In Witness Whereof, Parent and Stockholder have caused this Voting
Agreement to be executed as of the date first written above.
Chordiant Software, Inc.
By:_________________________________
Name:
Title:
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In Witness Whereof, Parent and Stockholder have caused this Voting
Agreement to be executed as of the date first written above.
______________________________________
Name:
Address: _____________________________
______________________________________
Facsimile No.: _______________________
Number of outstanding shares of
Company Common Stock owned of
record as of the date of this
Voting Agreement: _________________
Number of additional outstanding
shares of Company Common Stock
owned beneficially (but not of
record) as of the date of this
Voting Agreement:__________________
Number of options, warrants and
other rights to acquire shares of
Company Common Stock owned of
record as of the date of this
Voting Agreement:__________________
Number of additional options,
warrants and other rights to
acquire shares of Company Common
Stock owned beneficially (but not
of record) as of the date of this
Voting Agreement:__________________
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Exhibit A
Irrevocable Proxy
The undersigned stockholder of Prime Response, Inc., a Delaware corporation
(the "Company"), hereby irrevocably (to the fullest extent permitted by law)
appoints and constitutes Samuel Spadafora, Don Morrison, Tyler Wall and
Chordiant Software, Inc., a Delaware corporation ("Parent"), and each of them,
the attorneys and proxies of the undersigned with full power of substitution and
resubstitution, to the full extent of the undersigned's rights with respect to
the Subject Securities (as defined in the Voting Agreement). Upon the execution
hereof, all prior proxies given by the undersigned with respect to any of the
Subject Securities are hereby revoked, and no subsequent proxies will be given
with respect to any of the Subject Securities.
This proxy is irrevocable, is coupled with an interest and is granted in
connection with the Voting Agreement, dated as of the date hereof, between
Parent and the undersigned (the "Voting Agreement"), and is granted in
consideration of Parent entering into the Agreement and Plan of Merger and
Reorganization, dated as of the date hereof, among Parent, Puccini Acquisition
Corp., a Delaware corporation and wholly owned subsidiary of Parent, and the
Company (the "Reorganization Agreement"). Capitalized terms used but not
otherwise defined in this proxy have the meanings given to such terms in the
Reorganization Agreement.
The attorneys and proxies named above will be empowered, and may exercise
this proxy, to vote the Subject Securities at any time until the earlier to
occur of the valid termination of the Reorganization Agreement or the Effective
Time at any meeting of the stockholders of the Company, however called, or in
any action by written consent of stockholders of the Company:
(i) in favor of the Merger and the adoption of the
Reorganization Agreement and in favor of each of the other actions
contemplated by the Reorganization Agreement and any action that could
reasonably be expected to facilitate the consummation of the Merger;
(ii) against any action or agreement that could result in a
breach of any representation, warranty, covenant or obligation of the
Company in the Reorganization Agreement or the Voting Agreement; and
(iii) in their discretion, with respect to the following actions
(other than the Merger and the transactions contemplated by the
Reorganization Agreement): (A) any extraordinary corporate transaction,
such as a merger, consolidation or other business combination involving any
of the Acquired Corporations; (B) any sale, lease or transfer of a material
amount of assets of any of the Acquired Corporations (other than in the
ordinary course of business); (C) any reorganization, recapitalization,
dissolution or liquidation of any of the Acquired Corporations; (D) any
removal of or change in a majority of the board of directors of the
Company; (E) any amendment to the Company's certificate of incorporation;
(F) any material change in the capitalization of the Company or the
Company's corporate structure; or (G) any other action which is intended,
or could
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reasonably be expected to, impede, interfere with, delay,
postpone, discourage or adversely affect the Merger or any of the other
transactions contemplated by the Reorganization Agreement or the Voting
Agreement.
If an Identified Termination occurs, then, prior to the Voting Expiration
Date (as such term is defined in the Voting Agreement), at any meeting of the
stockholders of the Company, however called, and in any action by written
consent of stockholders of the Company, the attorneys and proxies named above
will be empowered, and may exercise this proxy, to vote the Subject Securities
owned by the undersigned in their discretion with respect to (i) any Acquisition
Proposal and any related transaction or agreement, (ii) any action that is
intended, or could reasonably be expected, to facilitate the consummation of any
Acquisition Transaction and (iii) against any Other Action.
The undersigned stockholder may vote the Subject Securities on all matters
other than the matters referred to in the two preceding paragraphs.
This proxy shall be binding upon the heirs, successors and assigns of the
undersigned (including any transferee of any of the Subject Securities).
Any term or provision of this proxy which is invalid or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this proxy or affecting the validity or
enforceability of any of the terms or provisions of this proxy in any other
jurisdiction. If any provision of this proxy is so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is
enforceable.
This proxy shall terminate upon the Voting Expiration Date.
Dated: _______________
________________________________
Name
Number of Subject Securities
of Company Common Stock owned
of record as of the date of
this proxy:
______________________________
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