EXHIBIT 10.25
STOCKHOLDER VOTING AGREEMENT
THIS STOCKHOLDER VOTING AGREEMENT (the "Voting Agreement") is made and
entered into as of November 6, 1997 by and between Titan Exploration, Inc., a
Delaware corporation ("Titan"), and the undersigned officer, director or
affiliate ("Stockholder") of Offshore Energy Development Corporation, Delaware
corporation ("OEDC").
WITNESSETH:
WHEREAS, concurrently with the execution of this Voting Agreement, Titan,
Titan Offshore, Inc, a Delaware corporation and a wholly-owned subsidiary of
Titan ("Sub"), and OEDC have entered into that certain Amended and Restated
Agreement and Plan of Merger, dated as of November 6, 1997 (the "Merger
Agreement"), which provides for the merger of Sub with and into OEDC (the
"Merger"), pursuant to which OEDC will become a wholly-owned subsidiary of
Titan; and
WHEREAS, Stockholder is the record holder and beneficial owner (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of the number of shares of the outstanding capital stock of
OEDC indicated on the signature page of this Voting Agreement (the "Shares");
and
WHEREAS, in consideration of and to induce the execution and delivery of
the Merger Agreement by Titan, Stockholder is willing to agree not to transfer
or otherwise dispose of any of the Shares, or any other shares of capital stock
of OEDC acquired hereafter and prior to the Expiration Date (as defined in
Section 1 below), except as specifically permitted hereby, and to vote the
Shares and any other such shares of capital stock of OEDC so as to facilitate
the consummation of the Merger, as more fully described below;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. NO TRANSFER OR ENCUMBRANCE OF SHARES. Stockholder agrees not to
transfer, sell, exchange, pledge or offer to transfer or sell or otherwise
dispose of or encumber any of the Shares or any New Shares (as defined below),
or to make any offer or agreement relating thereto at any time prior to the
Expiration Date (as defined below). The foregoing restrictions shall not
prohibit a transfer of Shares or New Shares to a trust for the benefit of
Stockholder or to a limited partner of Stockholder or a transfer of Shares or
New Shares upon the death of Stockholder; provided, however, that any transferee
with respect to such transfer shall agree to be bound by the terms and
conditions of this Voting Agreement. As used herein, the term "Expiration Date"
shall mean the earliest to occur of (i) the date on which Titan and OEDC
mutually consent to terminate this Agreement in writing, (ii) consummation of
the transactions contemplated by the Merger Agreement, or (iii) prior to the
consummation of the transactions contemplated by the Merger Agreement, the
termination of the Merger Agreement pursuant to its terms. Stockholder agrees
that any shares of capital stock of OEDC that Stockholder purchases or with
respect to which Stockholder otherwise acquires
beneficial ownership after the execution of this Voting Agreement and prior to
the Expiration Date ("New Shares") shall be subject to the terms and conditions
of this Voting Agreement to the same extent as if such shares were owned as of
the date hereof.
2. AGREEMENT TO VOTE SHARES. At every meeting of the OEDC stockholders
prior to the Expiration Date called with respect to any of the following, and at
any adjournment thereof, and with respect to every action or approval by written
consent of OEDC stockholders prior to the Expiration Date solicited with respect
to any of the following, Stockholder shall vote the Shares and any New Shares:
(i) in favor of approval of the Merger Agreement and the Merger and any proposal
or action which would, or could reasonably be expected to, facilitate the
Merger, (ii) against approval of any proposal made in opposition to or
competition with consummation of the Merger and the Merger Agreement, (iii)
against any merger or consolidation of OEDC with, sale of assets or stock of
OEDC to, or reorganization or recapitalization involving OEDC with, any party
other than as contemplated or permitted by the Merger Agreement, (iv) against
any liquidation or winding up of OEDC, and (v) against any other proposal or
action which would, or could reasonably be expected to, prohibit or discourage
the Merger: This Voting Agreement is intended to bind Stockholder only with
respect to the specific matters set forth herein, and shall not prohibit
Stockholder from acting in accordance with his fiduciary duties as an officer,
director or affiliate of OEDC.
3. IRREVOCABLE PROXY. Concurrently with the execution of this Voting
Agreement, Stockholder agrees to deliver to Titan a proxy in the form attached
hereto as ANNEX A (the "Proxy"), which shall be irrevocable to the extent
provided therein; provided, however, that the Proxy shall be revoked upon
termination of this Voting Agreement in accordance with its terms.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF STOCKHOLDER. Stockholder
hereby represents, warrants and covenants to Titan as follows:
4.1. OWNERSHIP OF SHARES. Stockholder (i) is the holder of record
and beneficial owner of the Shares and will be the holder of record and
beneficial owner of all New Shares, if any, which at the date hereof and at
all times until the Expiration Date will be free and clear of any liens,
claims, options, charges or other encumbrances that would interfere with
the voting of the Shares or the granting of any proxy with respect thereto,
(ii) does not beneficially own any shares of capital stock of OEDC other
than the Shares (except to the extent that Stockholder currently disclaims
beneficial ownership in accordance with applicable law) and (iii) has full
power and authority to make, enter into, deliver and carry out the terms of
this Voting Agreement and the Proxy.
4.2. NO VOTING TRUSTS AND AGREEMENTS. Between the date of this
Agreement and the Expiration Date, Stockholder will not, and will not
permit any entity under Stockholder's control to, deposit any shares of
OEDC capital stock held by Stockholder or such entity in a voting trust or
subject any shares of OEDC capital stock held by such Stockholder or such
entity to any arrangement or agreement with respect
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to the voting of such shares of capital stock, other than agreements
entered into with Titan.
4.3. VALIDITY; NO CONFLICT. This Voting Agreement constitutes the
legal, valid and binding obligation of Stockholder. Neither the execution
of this Voting Agreement by Stockholder nor the consummation of the
transactions contemplated herein will violate or result in a breach of (i)
any provision of any trust, charter, partnership agreement or other charter
document applicable to Stockholder, (ii) any agreement to which Stockholder
is a party or by which Stockholder is bound, (iii) any decree, judgment or
order to which Stockholder is subject, or (iv) any law or regulation now in
effect applicable to Stockholder.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF Titan. Titan represents,
warrants and covenants to Stockholder as follows:
5.1. DUE AUTHORIZATION. This Voting Agreement has been authorized
by all necessary corporate action on the part of Titan and has been duly
executed by a duly authorized officer of Titan.
5.2. VALIDITY; NO CONFLICT. This Voting Agreement constitutes the
legal, valid and binding obligation of Titan. Neither the execution of
this Voting Agreement by Titan nor the consummation of the transactions
contemplated herein will violate or result in a breach of (i) any agreement
to which Titan is a party or by which Titan is bound, (ii) any decree,
judgment or order to which Titan is subject, or (iii) any law or regulation
now in effect applicable to Titan.
6. ADDITIONAL DOCUMENTS. Stockholder and Titan hereby covenant and
agree to execute and deliver any additional documents necessary or desirable, in
the reasonable opinion of Titan's legal counsel or Stockholder, as the case may
be, to carry out the intent of this Voting Agreement.
7. CONSENT AND WAIVER. Stockholder hereby gives any consent or waiver
reasonably required for the consummation of the Merger under the terms of any
agreement to which Stockholder is a party.
8. TERMINATION. Notwithstanding any other provision contained herein,
this Voting Agreement and the Proxy, and all obligations of Stockholder
hereunder and thereunder, shall terminate as of the Expiration Date.
9. MISCELLANEOUS.
9.1. SEVERABILITY. If any term, provision, covenant or restriction
of this Voting Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this
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Voting Agreement shall remain in full force and effect and shall in no way
be affected, impaired or invalidated.
9.2. BINDING EFFECT AND ASSIGNMENT. This Voting Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but,
except as otherwise specifically provided herein, neither this Voting
Agreement nor any of the rights, interests or obligations of the parties
hereto may be assigned by either of the parties hereto without the prior
written consent of the other, and any attempted assignment thereof without
such consent shall be null and void.
9.3. AMENDMENTS AND MODIFICATIONS. This Voting Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.
9.4. SPECIFIC PERFORMANCE: INJUNCTIVE RELIEF. The parties hereto
acknowledge that Titan will be irreparably harmed by a breach of any of the
covenants or agreements of Stockholder set forth herein and that there will
be no adequate remedy at law for such a breach. Therefore, it is agreed
that, in addition to any other remedies which may be available to Titan
upon such breach, Titan shall have the right to enforce such covenants and
agreements by specific performance, injunctive relief or by any other means
available to it at law or in equity.
9.5. NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, by commercial overnight courier service, by confirmed telecopy, or
sent by mail (registered or certified mail, postage prepaid, return receipt
requested) to the respective parties as follows:
If to Titan: Titan Exploration, Inc.
000 Xxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxxxxx
If to Stockholder: To the address for notice set forth on
the last page hereof.
With a copy to: Offshore Energy Development Corporation
0000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address
shall only be effective upon receipt.
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9.6. GOVERNING LAW. This Voting Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of
Delaware, without giving effect to principles of conflicts of law. Each
party hereto irrevocably and unconditionally consents and submits to the
jurisdiction of the courts of the State of Delaware and of the United
States of America located in the State of Delaware for any actions, suits
or proceedings arising out of or relating to this agreement and the
transactions contemplated hereby, and further agrees that service of any
process, summons, notice or document by U.S. registered or certified mail
to Stockholder c/o OEDC, at the address set forth in Section 9.5, or to
Titan, at the address set forth in Section 9.5, shall be effective service
of process for any action, suit or proceeding brought against such party in
any such court. Each party hereto hereby irrevocably and unconditionally
waives any objection to the laying of venue of any action, suit or
proceeding arising out of this agreement or the transactions contemplated
hereby, in the courts of the State of Delaware located in Wilmington,
Delaware or the United States of America located in Wilmington, Delaware,
and hereby further irrevocably and unconditionally waives and agrees not to
plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum. If
any provision of this Agreement is held to be unenforceable for any reason,
it shall be modified rather than voided, if possible, in order to achieve
the intent of the parties to the extent possible. In any event, all other
provisions of this Agreement shall be deemed valid and enforceable to the
extent possible.
9.7. ENTIRE AGREEMENT This Voting Agreement contains the entire
understanding of the parties with respect to the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties
with respect to such subject matter.
9.8. COUNTERPARTS. This Voting Agreement may be executed in one or
more counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.
9.9. EFFECT OF HEADINGS. The section headings contained herein are
for convenience only and shall not affect the construction or
interpretation of this Voting Agreement.
10. AT THE EFFECTIVE TIME, AS DEFINED IN THE MERGER AGREEMENT, THE
FINANCIAL ADVISORY SERVICES AGREEMENT DATED AS OF APRIL 1, 1996 BETWEEN OEDC AND
NATURAL GAS PARTNERS, L.P. ("NGP") SHALL TERMINATE AND OEDC SHALL PAY TO NGP THE
FEE OWING TO NGP ON A PRO RATA BASIS FOR THE QUARTER IN WHICH THE EFFECTIVE TIME
OCCURS; PROVIDED, HOWEVER, THAT ANY INDEMNIFICATION OBLIGATIONS OF OEDC IN FAVOR
OF NGP PURSUANT TO PARAGRAPH 4 OF SUCH AGREEMENT FOR MATTERS ARISING PRIOR TO
THE EFFECTIVE TIME SHALL REMAIN IN FULL FORCE AND EFFECT.
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the day and year first above written.
TITAN EXPLORATION, INC.:
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
President
Shares beneficially owned: 2,209,460 STOCKHOLDER:
NATURAL GAS PARTNERS, L.P.
By: G.F.W. Energy, L.P.,
its general partner
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx
Authorized Representative
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ANNEX A
IRREVOCABLE PROXY
The undersigned stockholder of Offshore Energy Development Corporation, a
Delaware corporation ("OEDC"), hereby irrevocably appoints and constitutes the
members of the Board of Directors of Titan Exploration, Inc., a Delaware
corporation ("Titan"), and each of them (the "Proxyholders"), the agents 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 shares of
capital stock of OEDC beneficially owned by the undersigned, which shares are
listed below and any and all other shares or securities issued or issuable in
respect thereof, or which the undersigned otherwise acquires, on or after the
date hereof and prior to the date this proxy terminates (collectively, the
"Shares"), to vote the Shares as follows:
The agents and proxies named above are empowered at any time prior to
termination of this proxy to exercise all voting and other rights (including,
without limitation, the power to execute and deliver written consents with
respect to the Shares) of the undersigned at every annual, special or adjourned
meeting of OEDC Stockholders, and in every written consent in lieu of such a
meeting, or otherwise, in favor of approval of the Merger (as defined in that
certain Voting Agreement, dated November 6, 1997, between the undersigned and
Titan (the "Voting Agreement")) and that certain Amended and Restated Agreement
and Plan of Merger dated as of November 6, 1997 by and among Titan, Titan
Offshore, Inc., a Delaware corporation and a wholly-owned subsidiary of Titan
("Sub"), and OEDC (the "Merger Agreement") and any proposal or action that could
reasonably be expected to facilitate the Merger.
The Proxyholders may not exercise this proxy with respect to any other
matter. The undersigned may vote the Shares on all such other matters.
The proxy granted by the undersigned to the Proxyholders hereby is granted
as of the date of this Irrevocable Proxy in order to secure the obligations of
the undersigned set forth in Section 2 of the Voting Agreement, and is
irrevocable and coupled with an interest in such obligations and in the
interests in OEDC to be purchased and sold pursuant the Merger Agreement. This
proxy will terminate upon the termination of the Voting Agreement in accordance
with its terms.
Upon the execution hereof, all prior proxies given by the undersigned with
respect to the Shares are hereby revoked, and no subsequent proxies will be
given with respect to the Shares until such time as this proxy shall be
terminated in accordance with its terms.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned. The undersigned authorizes the
Proxyholders to file this proxy and any substitution or revocation of
substitution with the Secretary of OEDC and with any Inspector of Elections at
any meeting of the stockholders of OEDC.
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This proxy is irrevocable and shall survive the insolvency, incapacity,
death or liquidation of the undersigned.
Dated: November 6, 1997
Signature of Stockholder: NATURAL GAS PARTNERS, L.P.
By: G.F.W. Energy, L.P.,
its general partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------
Xxxxx X. Xxxxx
Authorized Representative
Print name of Stockholder: Natural Gas Partners, L.P.
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Shares beneficially owned: 2,209,460
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