Exhibit 10.42
FORM OF VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of November
15, 2005, by and among NOKIA INC., a Delaware corporation ("Parent"),
INTELLISYNC COPORATION, a Delaware corporation (the "Company"), and the
undersigned stockholder ("Stockholder") of the Company.
RECITALS
A.
Concurrently with the execution of this Agreement, Parent, Jupiter
Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of
Parent ("Merger Sub"), and the Company have entered into an Agreement and Plan
of Merger (the "Merger Agreement"), which provides for the merger (the "Merger")
of Merger Sub with and into the Company.
B.
Pursuant to the Merger, all of the issued and outstanding shares
of capital stock of the Company will be canceled and converted into the right to
receive the consideration set forth in the Merger Agreement upon the terms and
subject to the conditions set forth in the Merger Agreement.
C.
As of the date hereof, Stockholder Beneficially Owns (as defined
below) the number of Shares (as defined below) of capital stock of the Company
as set forth on the signature page of this Agreement.
D.
In order to induce Parent and Merger Sub to execute the Merger
Agreement, Stockholder desires to restrict the transfer or disposition of, and
desires to vote, the Shares as provided in this Agreement, and the execution and
delivery of this Agreement and the Proxy (as defined below) is a material
condition to Parent's willingness to enter into the Merger Agreement.
E.
As a stockholder of the Company, the Stockholder will benefit
from the execution and delivery of the Merger Agreement and the consummation of
the transactions contemplated thereby.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1.
CERTAIN DEFINITIONS.
CAPITALIZED TERMS NOT DEFINED HEREIN SHALL
HAVE THE MEANINGS ASCRIBED TO THEM IN THE MERGER AGREEMENT.
FOR PURPOSES OF
THIS AGREEMENT:
(A)
A PERSON SHALL BE DEEMED TO "BENEFICIALLY OWN" A SECURITY IF SUCH
PERSON HAS "BENEFICIAL OWNERSHIP" OF SUCH SECURITIES AS DETERMINED PURSUANT TO
RULE 13D-3 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(B)
"CONSTRUCTIVE SALE" MEANS, WITH RESPECT TO ANY SECURITY, A SHORT
SALE OR ENTERING INTO OR ACQUIRING AN OFFSETTING DERIVATIVE CONTRACT WITH
RESPECT TO SUCH SECURITY, ENTERING INTO OR ACQUIRING A FUTURES OR FORWARD
CONTRACT TO DELIVER SUCH SECURITY OR ENTERING INTO ANY OTHER HEDGING OR OTHER
DERIVATIVE TRANSACTION THAT HAS THE EFFECT OF MATERIALLY CHANGING THE ECONOMIC
BENEFITS AND RISKS OF OWNERSHIP OF SUCH SECURITY.
(C)
"EXPIRATION DATE" MEANS THE EARLIER TO OCCUR OF (I) SUCH DATE AND
TIME AS THE MERGER SHALL BECOME EFFECTIVE IN ACCORDANCE WITH THE TERMS AND
PROVISIONS OF THE MERGER AGREEMENT AND (II) SUCH DATE AND TIME AS THE MERGER
AGREEMENT SHALL HAVE BEEN VALIDLY TERMINATED PURSUANT TO ARTICLE VII THEREOF.
(D)
"OPTIONS" MEANS: (I) ALL SECURITIES BENEFICIALLY OWNED BY
STOCKHOLDER AS OF THE DATE OF THIS AGREEMENT THAT ARE CONVERTIBLE INTO, OR
EXERCISABLE OR EXCHANGEABLE FOR, SHARES OF CAPITAL STOCK OF THE COMPANY,
INCLUDING, WITHOUT LIMITATION, OPTIONS, WARRANTS AND OTHER