EXHIBIT 2
STOCKHOLDER AGREEMENT
AGREEMENT, dated as of May 21, 2000 among Vignette Corporation, a Delaware
corporation ("Buyer"), and the holders of the shares of common stock, par value
$.001 per share, of OnDisplay, Inc., a Delaware corporation (the "Company"),
listed on the signature pages hereof (each a "Stockholder").
WHEREAS, in order to induce Buyer and Wheels Acquisition Corp. to enter
into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), with Company, Buyer has requested each Stockholder, and each
Stockholder has agreed, to enter into this Agreement with respect to the number
of shares of common stock of the Company set forth next to such Stockholder's
name on the signature pages hereto (the "Shares").
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
GRANT OF PROXY; VOTING AGREEMENT; AGREEMENT TO TENDER
SECTION 1.01. Voting Agreement. Each Stockholder hereby agrees to vote all
Shares that such Stockholder is entitled to vote at the time of any vote to
approve and adopt the Merger Agreement, the Merger and all agreements related
to the Merger and any actions related thereto at any meeting of the
stockholders of the Company, and at any adjournment thereof, at which such
Merger Agreement and other related agreements (or any amended version thereof),
or such other actions, are submitted for the consideration and vote of the
stockholders of the Company. Each Stockholder hereby agrees that it will not
vote any Shares in favor of the approval of any (i) Acquisition Proposal, (ii)
reorganization, recapitalization, liquidation or winding up of the Company or
any other extraordinary transaction involving the Company, (iii) corporate
action the consummation of which would frustrate the purposes, or prevent or
delay the consummation, of the Offer, the Merger or any other transactions
contemplated by the Merger Agreement or (iv) other matter relating to, or in
connection with, any of the foregoing matters.
SECTION 1.02. Irrevocable Proxy. Each Stockholder hereby revokes any and
all previous proxies granted with respect to the Shares. By entering into this
Agreement, each Stockholder hereby grants a proxy appointing Buyer as such
Stockholder's attorney-in-fact and proxy, with full power of substitution, for
and in such Stockholder's name, to vote, express, consent or dissent, or
otherwise to
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utilize such voting power in the manner contemplated by Section 1.01 above as
Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper
with respect to the Shares (including the right to sign its name (as
stockholder) to any consent, certificate or other document relating to the
Company that the law of the State of Delaware may permit or require.) The proxy
granted by each Stockholder pursuant to this Article 1 is irrevocable and is
granted in consideration of Buyer entering into this Agreement and the Merger
Agreement and incurring certain related fees and expenses. The proxy granted by
each Stockholder shall be revoked only upon termination of this Agreement in
accordance with its terms.
SECTION 1.03. Agreement to Tender. Each Stockholder hereby agrees to
tender, upon the request of Buyer (and agrees that it will not withdraw),
pursuant to and in accordance with the terms of the Offer, the Shares. Within
five business days after the commencement of the Offer, each Stockholder shall
(x) deliver to the depositary designated in the Offer (i) a letter of
transmittal with respect to the Shares complying with the terms of the Offer,
(ii) certificates representing of the Shares and (iii) all other documents or
instruments required to be delivered pursuant to the terms of the Offer, and/or
(y) instruct its broker or such other person who is the holder of record of any
Shares beneficially owned by such Stockholder to tender such shares for
exchange in the Offer pursuant to the terms and conditions of the Offer.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Each Stockholder, severally and not jointly, represents and warrants to
Buyer that:
SECTION 2.01. Corporate Authorization. The execution, delivery and
performance by such Stockholder of this Agreement and the consummation by such
Stockholder of the transactions contemplated hereby are within the powers of
such Stockholder and have been duly authorized by all necessary action. If this
Agreement is being executed in a representative or fiduciary capacity, the
person signing this Agreement has full power and authority to enter into and
perform this Agreement. This Agreement constitutes a valid and binding
Agreement of such Stockholder.
SECTION 2.02. Non-Contravention. The execution, delivery and performance
by such Stockholder of this Agreement and, subject to compliance with the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"),
and securities laws, as applicable, the consummation of the
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transactions contemplated hereby, do not and will not (i) violate the
certificate of incorporation or bylaws, limited partnership agreement or other
organizational documents, as applicable, of such Stockholder, (ii) violate any
applicable law, rule, regulation, judgment, injunction, order or decree, (iii)
require any consent or other action by any person under, constitute a default
under, or give rise to any right of termination, cancellation or acceleration
or to a loss of any benefit to which such Stockholder is entitled under any
provision of any agreement or other instrument binding on such Stockholder or
(iv) result in the imposition of any Encumbrance on any asset of such
Stockholder.
SECTION 2.03. Ownership of Shares. Such Stockholder is the record and
beneficial owner of the Shares, free and clear of any Encumbrance and any other
limitation or restriction (including any restriction on the right to vote or
otherwise dispose of the Shares, other than any such restriction that has been
waived with respect to this agreement and the Merger Agreement and the
agreements and transactions contemplated hereby and thereby).
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to each Stockholder:
SECTION 3.01. Corporate Authorization. The execution, delivery and
performance by Buyer of this Agreement and the consummation by Buyer of the
transactions contemplated hereby are within the corporate powers of Buyer and
have been duly authorized by all necessary corporate action. This Agreement
constitutes a valid and binding Agreement of Buyer.
ARTICLE 4
COVENANTS OF STOCKHOLDER
Each Stockholder hereby covenants and agrees that:
SECTION 4.01. No Proxies for or Encumbrances on Shares. Except pursuant to
the terms of this Agreement, such Stockholder shall not, without the prior
written consent of Buyer, directly or indirectly, (i) grant any proxies or
enter into any voting trust or other agreement or arrangement with respect to
the voting of any Shares with respect to any matter contemplated by this
Agreement or in a manner inconsistent with this Agreement or (ii) acquire,
sell, assign, transfer,
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encumber or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect acquisition
or sale, assignment, transfer, encumbrance or other disposition of, any Shares
during the term of this Agreement other than pursuant to the Offer.
SECTION 4.02. Appraisal Rights. Such Stockholder agrees not to exercise
any rights (including, without limitation, under Section 262 of the General
Corporation Law of the State of Delaware) to demand appraisal of any Shares
which may arise with respect to the Merger.
ARTICLE 5
MISCELLANEOUS
SECTION 5.01. Further Assurances. Buyer and each Stockholder will each
execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use all reasonable efforts to take, or cause to
be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations, to consummate and
make effective the transactions contemplated by this Agreement.
SECTION 5.02. Amendments; Termination. Any provision of this Agreement may
be amended or waived if, but only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement or
in the case of a waiver, by the party against whom the waiver is to be
effective. This Agreement shall terminate upon the termination of the Merger
Agreement in accordance with its terms.
SECTION 5.03. Expenses. All costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such cost or expense.
SECTION 5.04. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other parties hereto, except that Buyer may transfer
or assign its rights and obligations to any affiliate of Buyer.
SECTION 5.05. Governing Law. This Agreement shall construed in accordance
with and governed by the laws of the State of Delaware.
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SECTION 5.06. Counterparts; Effectiveness. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have
received counterparts hereof signed by all of the other parties hereto.
SECTION 5.07. Severability. If any term, provision or covenant of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions and
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
SECTION 5.08. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
SECTION 5.09. Capitalized Terms. Capitalized terms used but not defined
herein shall have the respective meanings set forth in the Merger Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
VIGNETTE CORPORATION
By: /s/ Joel G. Katz
---------------------------
Name: Joel G. Katz
Title: Chief Financial Officer
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Stockholder Shares of Common Stock of
OnDisplay, Inc.
------------------------ ---------------------------
MATRIX PARTNERS IV, L.P. 2,480,181
By: /s/ Tim Barrows
--------------------------------
Name: Matrix Partners IV, L.P.
Its: General Partner
MATRIX PARTNERS IV 130,536
ENTREPRENEURS L.P.
By: /s/ Tim Barrows
--------------------------------
Name: Matrix IV Entrepreneurs Fund
L.P.
Its: General Partner
NORWEST VENTURE PARTNERS 2,015,361
VI L.P.
By: /s/ Promod Hague
--------------------------------
Name: Promod Hague
Its: Partner
ATLAS VENTURE FUND II L.P. 1,857,347
By Atlas Venture Associate II L.P.
By: /s/ Christopher Spray
--------------------------------
Name: Christopher Spray
Its: General Partner
MARK PINE 1,134,455
By: /s/ Mark Pine, /s/ Rebecca Pine
--------------------------------
Name: Mark Pine, Rebecca Pine
Its: Trustees
TRUNG DUNG 766,914
By: /s/ Trung Dung
-------------------------------
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Stockholder Shares of Common Stock of
OnDisplay, Inc.
------------------------ ---------------------------
OLIVIER SERMET 143,722
By: /s/ Olivier Sermet
-------------------------------
VENKAT MOHAN 77,688
By: /s/ Venkat Mohan
-------------------------------
DAVE LARSON 77,688
By: /s/ Dave Larson
-------------------------------
SANTI PIERINI 59,043
By: /s/ Santi Pierini
-------------------------------
MARGARET L. TAYLOR 42,728
By: /s/ Margaret L. Taylor
-------------------------------
CARMINE VILLANI 31,075
By: /s/ Carmine Villani
-------------------------------
CAROL RICHWOOD 11,653
By: /s/ Carol Richwood
-------------------------------
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