EXHIBIT 2.4
VOTING AGREEMENT
This Voting Agreement (this "AGREEMENT") is entered into as of October
3, 2001, by Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and PHD Partners, LP (each, a
"STOCKHOLDER") for the benefit of Toreador Resources Corporation, a Delaware
Corporation ("TOREADOR").
RECITALS
A. Madison Oil Company, a Delaware corporation ("MADISON"), MOC
Acquisition Corporation, a Delaware corporation ("MERGER SUB"), and Toreador are
contemporaneously herewith entering into a Merger Agreement (the "MERGER
AGREEMENT"), which provides (subject to the conditions set forth therein) for
the merger of Merger Sub with and into Madison, with Madison surviving the
merger. Capitalized terms not otherwise defined herein shall have the meanings
given to them in the Merger Agreement.
B. In order to induce Toreador to enter into the Merger Agreement, each
Stockholder, solely in its capacity as a Stockholder of Madison, is entering
into this Voting Agreement.
AGREEMENT
The parties to this Voting Agreement, intending to be legally bound,
agree as follows:
SECTION 1. CERTAIN DEFINITIONS
For purposes of this Voting Agreement:
(a) "MADISON COMMON STOCK" shall mean the common stock, $.0001 par
value per share, of Madison.
(b) "EXPIRATION DATE" shall mean the earlier of (i) the Closing Date,
(ii) the Termination Date (provided that Madison shall not have breached its
obligations under the Merger Agreement), (iii) termination of the Merger
Agreement pursuant to Sections 10.1(a), (c) or (e) thereof, or (iv) termination
of the Merger Agreement pursuant to Sections 10.1(g) or (h) thereof, but only if
Madison has otherwise fulfilled all of its obligations under the Merger
Agreement, including paying the Madison Termination Fee.
(c) Each Stockholder shall be deemed to "OWN" or to have acquired
"OWNERSHIP" of a security if the Stockholder is the: (i) record owner of such
security; or (ii) "beneficial owner" (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, whether or not the issuer of such security is
subject to the Securities Exchange Act of 1934) of such security; provided,
however, that the Stockholder shall not be deemed to Own a security solely
because of Stockholder's status as an executive officer, director, partner or
member of a Person that owns such security.
(d) "PERSON" shall mean any (i) individual, (ii) corporation, limited
liability company, partnership or other entity, or (iii) governmental or
self-regulatory authority.
(e) "SUBJECT SECURITIES" shall mean: (i) all securities of Madison
(including all shares of Madison Common Stock and all options, warrants and
other rights to acquire shares of Madison Common Stock) Owned by a Stockholder
as of the date of this Agreement; and (ii) all additional securities of Madison
(including all additional shares of Madison Common Stock and all additional
options, warrants and other rights to acquire shares of Madison Common Stock) of
which a Stockholder acquires Ownership during the period from the date of this
Agreement through the Expiration Date.
(f) A Person shall be deemed to have a effected a "TRANSFER" of a
security if such Person directly or indirectly: (i) sells, pledges, encumbers,
grants an option with respect to, transfers or disposes of such security or any
interest in such security; (ii) enters into an agreement or commitment
contemplating the possible sale of, pledge of, encumbrance of, grant of an
option with respect to, transfer of or disposition of such security or any
interest therein; or (iii) reduces such Person's beneficial ownership or
interest in or risk relating to any such security.
SECTION 2. TRANSFER OF SUBJECT SECURITIES
2.1 Transferee of Subject Securities to be Bound by this Agreement.
Each Stockholder agrees that, during the period from the date of this Voting
Agreement through the Expiration Date, the Stockholder shall not (a) cause or
permit any Transfer of any of the Subject Securities to be effected; or (b)
create or permit to exist any Lien with respect to any Subject Securities.
2.2 Transfer of Voting Rights. Each Stockholder agrees that, during the
period from the date of this Voting Agreement through the Expiration Date, the
Stockholder shall ensure that: (a) none of the Subject Securities is deposited
into a voting trust; and (b) no proxy is granted, and (c) no voting agreement or
similar agreement is entered into, with respect to any of the Subject
Securities, other than pursuant to the terms set forth herein.
SECTION 3. VOTING OF SHARES
3.1 Voting Agreement. Each Stockholder agrees that, during the period
from the date of this Voting Agreement through the Expiration Date, the
Stockholder shall, unless otherwise directed in writing by Toreador, vote, or
give a consent with respect to, the Subject Securities or cause the Subject
Securities to be so voted or consented to (to the extent such securities are
entitled to be voted):
(a) in favor of the approval and adoption of the Merger Agreement
and/or the approval of the transactions contemplated thereby and in favor of any
other matter proposed to be approved by the holders of the Subject Securities
pursuant to the terms of the Merger Agreement and/or the transactions
contemplated thereby;
(b) against any action or agreement that would result in a breach
of any representation, warranty, covenant or obligation of Madison in the Merger
Agreement; and
(c) against (other than the transactions contemplated by the Merger
Agreement and to the extent any of such actions are required to be approved by
the stockholders
2
of Madison under applicable law or are otherwise put to the stockholders of
Madison for approval) any action which is intended to, or could reasonably be
expected to, impede, interfere with, delay, postpone, discourage or adversely
affect any of the transactions contemplated by the Merger Agreement or this
Voting Agreement.
3.2 Irrevocable Proxy; Further Assurances.
(a) Contemporaneously with the execution of this Voting Agreement
and to evidence each Stockholder's agreement with the terms and provisions
herein, each Stockholder shall execute and deliver to Toreador a proxy in the
form attached to this Voting Agreement as Exhibit A, which shall be irrevocable
to the fullest extent permitted by law, with respect to the shares referred to
therein (the "PROXY").
(b) Each Stockholder hereby agrees that it will support the merger
and agrees to use all reasonable efforts to obtain all consents and approvals
and to do all other things necessary for the consummation of the transactions
contemplated by this Agreement and the Merger Agreement. Each Stockholder agrees
to take such further action to deliver or cause to be delivered such additional
agreements or instruments as may be reasonably necessary for the purpose of
carrying out this Agreement, the Merger Agreement and agreements and
transactions contemplated hereby and thereby.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Each Stockholder hereby individually represents and warrants to
Toreador as follows:
4.1 Authorization, etc. Stockholder has the absolute and unrestricted
right, power, authority and capacity to execute and deliver this Voting
Agreement and the Proxy and to perform its obligations hereunder and thereunder.
This Voting Agreement and the Proxy have been duly executed and delivered by
Stockholder and constitute legal, valid and binding obligations of Stockholder,
enforceable against Stockholder in accordance with their terms, subject to (a)
laws of general application relating to bankruptcy, insolvency and the relief of
debtors, and (b) rules of law governing specific performance, injunctive relief
and other equitable remedies.
4.2 No Conflicts or 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 law, rule,
regulation, order, decree or judgment applicable to Stockholder or by which it
or any of its properties is or may be bound or affected; or (ii) result in or
constitute (with or without notice or lapse of time) any breach of or default
under, or give to any other Person (with or without notice or lapse of time) any
right of termination, amendment, acceleration or cancellation of, or result
(with or without notice or lapse of time) in the creation of any Lien or
restriction on any of the Subject Securities pursuant to, any contract to which
Stockholder is a party or by which Stockholder or any of his affiliates or
properties is or may be bound or affected.
3
(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 or approval of any
Person.
4.3 Title to Securities. As of the date of this Voting Agreement: (a)
Stockholder holds of record (free and clear of any encumbrances or restrictions
except as specifically disclosed on the signature page hereof) the number of
outstanding shares of Madison Common Stock set forth under the heading "Shares
Held of Record" on the signature page hereof; (b) Stockholder holds (free and
clear of any Liens or restrictions except as specifically disclosed on the
signature page hereof) the options, warrants and other rights to acquire shares
of Madison Common Stock set forth under the heading "Options, Warrants and Other
Rights" on the signature page hereof; (c) Stockholder Owns the additional
securities of Madison set forth under the heading "Additional Securities
Beneficially Owned" on the signature page hereof; and (d) Stockholder does not
directly or indirectly Own any shares of Madison Common Stock or other
securities of Madison, or any option, warrant or other right to acquire (by
purchase, conversion or otherwise) any shares of Madison Common Stock or other
securities of Madison, other than the shares and options, warrants and other
rights set forth on the signature page hereof.
SECTION 5. MISCELLANEOUS
5.1 Survival of Representations, Warranties and Agreements. All
representations, warranties, covenants and agreements made by each Stockholder
in this Voting Agreement shall survive until the Expiration Date.
5.2 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 when delivered (by hand,
by registered mail, by courier or express delivery service or by facsimile, in
each case with confirmation of delivery) to the address or facsimile telephone
number set forth beneath the name of such party below (or to such other address
or facsimile telephone number as such party shall have specified in a written
notice given to the other party):
if to Toreador or Merger Sub:
Toreador Resources Corporation
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: G. Xxxxxx Xxxxxx III
Facsimile No.: (000) 000-0000
with a copy to (which copy shall not constitute
notice):
Xxxxxx X. Xxxxxx
Xxxxxx and Xxxxx, LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Facsimile No.: (000) 000-0000
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if to the Stockholder:
at the address set forth below Stockholder's signature on the
signature page hereof.
5.3 Severability. If any provision of this Agreement shall be declared
to be invalid or unenforceable, in whole or in part, such invalidity or
unenforceability shall not affect the remaining provisions hereof which shall
remain in full force and effect.
5.4 Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, legal representatives,
successors, and assigns; provided, however, that neither this Agreement nor any
rights hereunder shall be assignable or otherwise subject to hypothecation and
any assignment in violation hereof shall be null and void.
5.5 Interpretation. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
5.6 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same Agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to each party.
5.7 Entire Agreement. This Agreement, the Merger Agreement and those
agreements provided for in the Merger Agreement represent the entire agreement
of the parties with respect to the subject matter hereof and shall supersede any
and all previous contracts, arrangements or understandings between the parties
hereto with respect to the subject matter hereof.
5.8 Governing Law. This Agreement shall be construed, interpreted, and
governed in accordance with the laws of DELAWARE, without reference to rules
relating to conflicts of law.
5.9 Attorneys' Fees. If any action at law or equity, including an
action for declaratory relief, is brought to enforce or interpret any provision
of this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and expenses from the other party, which fees and expenses shall
be in addition to any other relief which may be awarded.
5.10 Amendments. This Agreement may be amended only in a writing
executed by all of the parties hereto.
5.11 Waiver. No failure on the part of Toreador to exercise any power,
right, privilege or remedy under this Voting Agreement, and no delay on the part
of Toreador in exercising any power, right, privilege or remedy under this
Voting Agreement, shall operate as a waiver of such power, right, privilege or
remedy; and no single or partial exercise of any such power, right, privilege or
remedy shall preclude any other or further exercise thereof or of any other
power, right, privilege or remedy. Toreador shall not be deemed to have waived
any claim available to Toreador arising out of this Voting Agreement, or any
power, right, privilege or remedy of Toreador under this Voting Agreement,
unless the waiver of such claim, power, right, privilege or remedy is expressly
set forth in a written instrument duly executed and delivered on behalf of
Toreador; and any such waiver shall not be applicable or have any effect except
in the specific instance in which it is given.
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5.12 Stockholder Capacity. No person executing this Voting Agreement
who is a director or officer of Madison makes any agreement or understanding
herein in his capacity as such director or officer. Without limiting the
generality of the foregoing, each Stockholder executes this Voting Agreement
solely in its capacity as Owner of Subject Securities and nothing herein shall
limit or affect any actions taken by such Stockholder in its capacity as an
officer or director of Madison in exercising Madison's rights under the Merger
Agreement, provided, that no obligation of such Stockholder to Madison as an
officer or director of Madison shall affect, impair or impede such Stockholder's
obligations under this Voting Agreement including the obligation to vote the
Subject Securities in accordance with Section 3 hereof.
(Remainder of page intentionally left blank.)
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IN WITNESS WHEREOF, Toreador has caused this Voting Agreement to be
executed as of the date first written above.
TOREADOR RESOURCES CORPORATION:
By: /s/ G. XXXXXX XXXXXX III
---------------------------------
Name: G. Xxxxxx Xxxxxx III
---------------------------------
Title: President and CEO
---------------------------------
IN WITNESS WHEREOF, Stockholder has caused this Voting Agreement to be
executed as of the date first written above.
STOCKHOLDER:
/s/ XXXXX X. XXXXXX
----------------------------------------------
(signature)
Name: Xxxxx X. Xxxxxx
-----------------------------------
(please print)
Address: 00 Xxxxxxxx Xxxx
-----------------------------------
Xxxxxx, XX 00000
-----------------------------------
Facsimile: 000-000-0000
-----------------------------------
OPTIONS, WARRANTS AND ADDITIONAL SECURITIES
SHARES HELD OF RECORD OTHER RIGHTS BENEFICIALLY OWNED
------------------------------------ ----------------------------------- --------------------------------
10,731,026 250,000 1,054,516
------------------------------------ ----------------------------------- --------------------------------
IN WITNESS WHEREOF, Stockholder has caused this Voting Agreement to be
executed as of the date first written above.
STOCKHOLDER:
/s/ XXXXX X. XXXXXX
----------------------------------------------
(signature)
Name: Xxxxx X. Xxxxxx, Pres.
-----------------------------------
(please print)
Address: Madison Co. Inc., Gen'l Ptnr
of PHD Partners LP
000 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
-----------------------------------
Facsimile: 000-000-0000
-----------------------------------
OPTIONS, WARRANTS AND ADDITIONAL SECURITIES
SHARES HELD OF RECORD OTHER RIGHTS BENEFICIALLY OWNED
------------------------------------ ----------------------------------- --------------------------------
1,054,516
------------------------------------ ----------------------------------- --------------------------------
IN WITNESS WHEREOF, Stockholder has caused this Voting Agreement to be
executed as of the date first written above.
STOCKHOLDER:
/s/ XXXXXXX X. XXXXXX
----------------------------------------------
(signature)
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
(please print)
Address: 0 Xxxxx Xxxxx
-----------------------------------
Xxxxxx, XX 00000
-----------------------------------
Facsimile: (000) 000-0000
-----------------------------------
OPTIONS, WARRANTS AND ADDITIONAL SECURITIES
SHARES HELD OF RECORD OTHER RIGHTS BENEFICIALLY OWNED
------------------------------------ ----------------------------------- --------------------------------
1,469,296 75,000 1,054,516
------------------------------------ ----------------------------------- --------------------------------
EXHIBIT A
FORM OF IRREVOCABLE PROXY
The undersigned stockholder of Madison Oil Company, a
Delaware
corporation ("MADISON"), hereby irrevocably (to the fullest extent permitted by
law) appoints and constitutes ___________ and
Toreador Resources Corporation, a
Delaware corporation ("TOREADOR"), 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 (i) the outstanding
shares of Madison Common Stock or other securities owned of record by the
undersigned as of the date of this proxy, which shares are specified on the
final page of this proxy, and (ii) any and all other shares of Madison Common
Stock or other securities which the undersigned may acquire on or after the date
hereof. (The shares of Madison Common Stock or other securities referred to in
clauses "(i)" and "(ii)" of the immediately preceding sentence are collectively
referred to in this proxy as the "SHARES.") Upon the execution hereof, all prior
proxies given by the undersigned with respect to any of the Shares are hereby
revoked, and the undersigned agrees that no subsequent proxies will be given
with respect to any of the Shares.
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
Toreador and the undersigned (the "VOTING AGREEMENT"), and is granted in
consideration of Toreador entering into the Merger Agreement, dated as of the
date hereof, among MOC Acquisition Corporation, a
Delaware corporation ("MERGER
SUB"), Toreador and Madison (the "MERGER AGREEMENT"). Capitalized terms used
herein and not otherwise defined shall have the meanings given to such terms in
the Merger Agreement.
The attorneys and proxies named above will be empowered, and, in the
event the undersigned fails to vote the Shares as required by the Voting
Agreement, may exercise this proxy, to vote the Shares at any time until the
earlier to occur of (i) the Closing Date, (ii) the Termination Date (provided
that Madison shall not have breached its obligations under the Merger
Agreement), (iii) termination of the Merger Agreement pursuant to Sections
10.1(a), (c) or (e) thereof, or (iv) termination of the Merger Agreement
pursuant to Sections 10.1(g) or (h) thereof, but only if Madison has otherwise
fulfilled all of its obligations under the Merger Agreement, including paying
the Madison Termination Fee:
(a) in favor of the approval and adoption of the Merger
Agreement and/or in favor of each of the other actions thereby and in
favor of any other matter proposed to be approved by the undersigned as
the holder of the Shares pursuant to the Merger Agreement and/or the
transactions contemplated thereby;
(b) against any action or agreement that would result in a
breach of any representation, warranty, covenant or obligation of
Madison in the Merger Agreement; and
(c) against (other than the transactions contemplated by the
Merger Agreement and to the extent any of such actions are required to
be approved by the stockholders of Madison under applicable law or are
otherwise put to the stockholders of Madison for approval) any action
which is intended, or could reasonably be expected to, impede,
A-1
interfere with, delay, postpone, discourage or adversely affect any of
the transactions contemplated by the Merger Agreement or this Voting
Agreement.
The undersigned may also vote the Shares on all other matters.
This proxy shall be binding upon the heirs, estate, executors, personal
representatives, successors and assigns of the undersigned (including any
transferee of any of the Shares).
If any provision of this proxy or any part of any such provision is
held under any circumstances to be invalid or unenforceable in any jurisdiction,
then (i) such provision or part thereof shall, with respect to such
circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible
extent, (ii) the invalidity or unenforceability of such provision or part
thereof under such circumstances and in such jurisdiction shall not affect the
validity or enforceability of such provision or part thereof under any other
circumstances or in any other jurisdiction, and (iii) the invalidity or
unenforceability of such provision or part thereof shall not affect the validity
or enforceability of the remainder of such provision or the validity or
enforceability of any other provision of this proxy. Each provision of this
proxy is separable from every other provision of this proxy, and each part of
each provision of this proxy is separable from every other part of such
provision.
This proxy shall terminate upon the earlier of (i) the Closing Date,
(ii) the Termination Date (provided that Madison shall not have breached its
obligations under the Merger Agreement), (iii) termination of the Merger
Agreement pursuant to Sections 10.1(a), (c) or (e) thereof, or (iv) termination
of the Merger Agreement pursuant to Sections 10.1(g) or (h) thereof, but only if
Madison has otherwise fulfilled all of its obligations under the Merger
Agreement, including paying the Madison Termination Fee.
Dated: October 3, 2001.
/s/ XXXXXXX X. XXXXXX
----------------------------------------
Name
Number of shares of common stock of
Madison owned of record or beneficially
as of the date of this proxy:
----------------------------------------
A-2
EXHIBIT A
FORM OF IRREVOCABLE PROXY
The undersigned stockholder of Madison Oil Company, a
Delaware
corporation ("MADISON"), hereby irrevocably (to the fullest extent permitted by
law) appoints and constitutes ___________ and
Toreador Resources Corporation, a
Delaware corporation ("TOREADOR"), 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 (i) the outstanding
shares of Madison Common Stock or other securities owned of record by the
undersigned as of the date of this proxy, which shares are specified on the
final page of this proxy, and (ii) any and all other shares of Madison Common
Stock or other securities which the undersigned may acquire on or after the date
hereof. (The shares of Madison Common Stock or other securities referred to in
clauses "(i)" and "(ii)" of the immediately preceding sentence are collectively
referred to in this proxy as the "SHARES.") Upon the execution hereof, all prior
proxies given by the undersigned with respect to any of the Shares are hereby
revoked, and the undersigned agrees that no subsequent proxies will be given
with respect to any of the Shares.
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
Toreador and the undersigned (the "VOTING AGREEMENT"), and is granted in
consideration of Toreador entering into the Merger Agreement, dated as of the
date hereof, among MOC Acquisition Corporation, a
Delaware corporation ("MERGER
SUB"), Toreador and Madison (the "MERGER AGREEMENT"). Capitalized terms used
herein and not otherwise defined shall have the meanings given to such terms in
the Merger Agreement.
The attorneys and proxies named above will be empowered, and, in the
event the undersigned fails to vote the Shares as required by the Voting
Agreement, may exercise this proxy, to vote the Shares at any time until the
earlier to occur of (i) the Closing Date, (ii) the Termination Date (provided
that Madison shall not have breached its obligations under the Merger
Agreement), (iii) termination of the Merger Agreement pursuant to Sections
10.1(a), (c) or (e) thereof, or (iv) termination of the Merger Agreement
pursuant to Sections 10.1(g) or (h) thereof, but only if Madison has otherwise
fulfilled all of its obligations under the Merger Agreement, including paying
the Madison Termination Fee:
(a) in favor of the approval and adoption of the Merger
Agreement and/or in favor of each of the other actions thereby and in
favor of any other matter proposed to be approved by the undersigned as
the holder of the Shares pursuant to the Merger Agreement and/or the
transactions contemplated thereby;
(b) against any action or agreement that would result in a
breach of any representation, warranty, covenant or obligation of
Madison in the Merger Agreement; and
(c) against (other than the transactions contemplated by the
Merger Agreement and to the extent any of such actions are required to
be approved by the stockholders of Madison under applicable law or are
otherwise put to the stockholders of Madison for approval) any action
which is intended, or could reasonably be expected to, impede,
A-1
interfere with, delay, postpone, discourage or adversely affect any of
the transactions contemplated by the Merger Agreement or this Voting
Agreement.
The undersigned may also vote the Shares on all other matters.
This proxy shall be binding upon the heirs, estate, executors, personal
representatives, successors and assigns of the undersigned (including any
transferee of any of the Shares).
If any provision of this proxy or any part of any such provision is
held under any circumstances to be invalid or unenforceable in any jurisdiction,
then (i) such provision or part thereof shall, with respect to such
circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible
extent, (ii) the invalidity or unenforceability of such provision or part
thereof under such circumstances and in such jurisdiction shall not affect the
validity or enforceability of such provision or part thereof under any other
circumstances or in any other jurisdiction, and (iii) the invalidity or
unenforceability of such provision or part thereof shall not affect the validity
or enforceability of the remainder of such provision or the validity or
enforceability of any other provision of this proxy. Each provision of this
proxy is separable from every other provision of this proxy, and each part of
each provision of this proxy is separable from every other part of such
provision.
This proxy shall terminate upon the earlier of (i) the Closing Date,
(ii) the Termination Date (provided that Madison shall not have breached its
obligations under the Merger Agreement), (iii) termination of the Merger
Agreement pursuant to Sections 10.1(a), (c) or (e) thereof, or (iv) termination
of the Merger Agreement pursuant to Sections 10.1(g) or (h) thereof, but only if
Madison has otherwise fulfilled all of its obligations under the Merger
Agreement, including paying the Madison Termination Fee.
Dated: October 3, 2001.
/s/ XXXXX X. XXXXXX
----------------------------------------
Name
Number of shares of common stock of
Madison owned of record or beneficially
as of the date of this proxy:
----------------------------------------
A-2
EXHIBIT A
FORM OF IRREVOCABLE PROXY
The undersigned stockholder of Madison Oil Company, a Delaware
corporation ("MADISON"), hereby irrevocably (to the fullest extent permitted by
law) appoints and constitutes ___________ and
Toreador Resources Corporation, a
Delaware corporation ("TOREADOR"), 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 (i) the outstanding
shares of Madison Common Stock or other securities owned of record by the
undersigned as of the date of this proxy, which shares are specified on the
final page of this proxy, and (ii) any and all other shares of Madison Common
Stock or other securities which the undersigned may acquire on or after the date
hereof. (The shares of Madison Common Stock or other securities referred to in
clauses "(i)" and "(ii)" of the immediately preceding sentence are collectively
referred to in this proxy as the "SHARES.") Upon the execution hereof, all prior
proxies given by the undersigned with respect to any of the Shares are hereby
revoked, and the undersigned agrees that no subsequent proxies will be given
with respect to any of the Shares.
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
Toreador and the undersigned (the "VOTING AGREEMENT"), and is granted in
consideration of Toreador entering into the Merger Agreement, dated as of the
date hereof, among MOC Acquisition Corporation, a Delaware corporation ("MERGER
SUB"), Toreador and Madison (the "MERGER AGREEMENT"). Capitalized terms used
herein and not otherwise defined shall have the meanings given to such terms in
the Merger Agreement.
The attorneys and proxies named above will be empowered, and, in the
event the undersigned fails to vote the Shares as required by the Voting
Agreement, may exercise this proxy, to vote the Shares at any time until the
earlier to occur of (i) the Closing Date, (ii) the Termination Date (provided
that Madison shall not have breached its obligations under the Merger
Agreement), (iii) termination of the Merger Agreement pursuant to Sections
10.1(a), (c) or (e) thereof, or (iv) termination of the Merger Agreement
pursuant to Sections 10.1(g) or (h) thereof, but only if Madison has otherwise
fulfilled all of its obligations under the Merger Agreement, including paying
the Madison Termination Fee:
(a) in favor of the approval and adoption of the Merger
Agreement and/or in favor of each of the other actions thereby and in
favor of any other matter proposed to be approved by the undersigned as
the holder of the Shares pursuant to the Merger Agreement and/or the
transactions contemplated thereby;
(b) against any action or agreement that would result in a
breach of any representation, warranty, covenant or obligation of
Madison in the Merger Agreement; and
(c) against (other than the transactions contemplated by the
Merger Agreement and to the extent any of such actions are required to
be approved by the stockholders of Madison under applicable law or are
otherwise put to the stockholders of Madison for approval) any action
which is intended, or could reasonably be expected to, impede,
A-1
interfere with, delay, postpone, discourage or adversely affect any of
the transactions contemplated by the Merger Agreement or this Voting
Agreement.
The undersigned may also vote the Shares on all other matters.
This proxy shall be binding upon the heirs, estate, executors, personal
representatives, successors and assigns of the undersigned (including any
transferee of any of the Shares).
If any provision of this proxy or any part of any such provision is
held under any circumstances to be invalid or unenforceable in any jurisdiction,
then (i) such provision or part thereof shall, with respect to such
circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible
extent, (ii) the invalidity or unenforceability of such provision or part
thereof under such circumstances and in such jurisdiction shall not affect the
validity or enforceability of such provision or part thereof under any other
circumstances or in any other jurisdiction, and (iii) the invalidity or
unenforceability of such provision or part thereof shall not affect the validity
or enforceability of the remainder of such provision or the validity or
enforceability of any other provision of this proxy. Each provision of this
proxy is separable from every other provision of this proxy, and each part of
each provision of this proxy is separable from every other part of such
provision.
This proxy shall terminate upon the earlier of (i) the Closing Date,
(ii) the Termination Date (provided that Madison shall not have breached its
obligations under the Merger Agreement), (iii) termination of the Merger
Agreement pursuant to Sections 10.1(a), (c) or (e) thereof, or (iv) termination
of the Merger Agreement pursuant to Sections 10.1(g) or (h) thereof, but only if
Madison has otherwise fulfilled all of its obligations under the Merger
Agreement, including paying the Madison Termination Fee.
Dated: October 3, 2001.
/s/ XXXXX X. XXXXXX
----------------------------------------
Name: President Madison Co. Inc.
General Partner of PHD
Partners LP
Number of shares of common stock of
Madison owned of record or beneficially
as of the date of this proxy:
----------------------------------------
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