Exhibit 10.22
VOTING AGREEMENT
VOTING AGREEMENT dated as of , 1995 (the "Agreement")
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among Chartwell Re Corporation ("Chartwell"), a Delaware corporation, and the
holders of the shares (the "Piedmont Shares") of common stock, par value $.50
per share, and convertible preferred stock, par value $1.00 per share, of
Piedmont Management Company Inc. ("Piedmont"), a Delaware corporation, listed on
the signature pages hereof (the "Stockholders").
WHEREAS, in order to induce Chartwell to enter into an agreement and
plan of merger with Piedmont dated as of the date hereof (the "Merger
Agreement"), Chartwell has requested that each of the Stockholders, and each of
the Stockholders has agreed to, enter into this Agreement.
Capitalized terms used but not defined herein have the respective
meanings set forth in the Merger Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
VOTING
SECTION 1.1. Agreement to Vote. (a) Each of the Stockholders hereby
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agrees that during the time that this Agreement is in effect, at any meeting of
the stockholders of Piedmont, however called, and in any action by written
consent of the stockholders of Piedmont, such Stockholder shall:
(i) vote any Piedmont Shares presently owned by such Stockholder and
any additional Piedmont Shares acquired by such Stockholder (whether by
purchase or otherwise) after the date of this Agreement (collectively, the
"Stockholder Shares") in favor of the Merger, the Merger Agreement, as
amended from time to time, and the transactions contemplated by the Merger
Agreement, including in favor of the Piedmont Vote Items; and
(ii) vote any Stockholder Shares against any proposal for any
recapitalization, merger, sale of assets or other business combination
between Piedmont and any person or entity (other than the Merger Agreement
and any of the foregoing types of transactions solely involving the Asset
Management Subs) and any other action or agreement that would result in a
breach in any material respect of any covenant, representation or warranty
or any other obligation of Piedmont under the Merger Agreement (including
the Exhibits
thereto) or which is reasonably likely to result in any conditions to
Piedmont's obligations under the Merger Agreement not being fulfilled.
(b) The obligations of each of the Stockholders to vote its
respective Stockholder Shares in accordance with Section 1.1(a) of this
Agreement shall terminate if either the Section 5.12(a) Fee or the Section
5.12(b) Fee is payable under the Merger Agreement.
SECTION 1.2. Trust Stockholders. For any Stockholder which is
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designated as a trust in Exhibit B hereto (collectively, the "Trust
Stockholders"), the obligation of such Stockholder to vote its Stockholder
Shares in accordance with Section 1.1(a) of this Agreement shall terminate if
any change which is materially adverse to the Stockholder shall be made to the
terms or conditions of the Merger Agreement or the transactions contemplated
thereby or if any waiver shall have been given by Piedmont with respect to any
material condition of the Merger, the effect of which is materially adverse to
the Stockholders.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF EACH SHAREHOLDER
Each of the Stockholders represents and warrants, severally and not
jointly, to Chartwell that:
SECTION 2.1. Authority Relative to this Agreement. Such Stockholder
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has all necessary power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. If the Stockholder is a corporate or trust entity, the
execution and delivery of this Agreement by the Stockholder and the consummation
by the Stockholder of the transactions contemplated hereby have been duly and
validly authorized by the Board of Directors or other governing body of such
Stockholder, and no other corporate or other proceedings on the part of such
Stockholder are necessary to authorize this Agreement or to consummate such
transactions. This Agreement has been duly and validly executed and delivered
by such Stockholder constitutes a legal, valid and binding obligation of such
Stockholder, enforceable against such Stockholder in accordance with its terms.
SECTION 2.2. No Conflicts. (a) The execution and delivery of this
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Agreement by such Stockholder do not, and the performance of this Agreement by
such Stockholder will not, (i) where such Stockholder is a corporate or trust
entity, conflict with or violate the organizational documents of such
Stockholder, (ii) conflict with or violate any law, rule, regulation, order,
judgment or decree applicable to such Stockholder or by which such Stockholder
Shares are bound or affected, or (iii) result in any breach of or constitute a
default (or an event that with notice or lapse of time
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or both would constitute a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any of such Stockholder Shares pursuant to,
any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which such Stockholder is
a party or by which such Stockholder or such Stockholder Shares are bound or
affected, except, in the case of clauses (i), (ii) and (iii), for any such
conflicts, violations, breaches, defaults or other occurrences which would not
prevent or delay the performance by such Stockholder of its obligations under
this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder
do not, and the performance of this Agreement by such Stockholder will not,
require any consent, approval, authorization or permit of, or filing with or
notification to, any Governmental Entity, except for applicable requirements, if
any, of the Securities Exchange Act of 1934, as amended, and except where the
failure to obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications, would not prevent or delay the performance
by such Stockholder of its obligations under the Agreement.
SECTION 2.3. Title to the Shares. As of the date hereof, such
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Stockholder is the record and, except for the Trust Stockholders or as otherwise
indicated on Exhibit B, the beneficial owner of such Stockholder Shares listed
opposite the name of such Stockholder on Exhibit B hereto. Such Stockholder
Shares set forth opposite the name of such Stockholder on Exhibit B hereto are
the only Stockholder Shares owned by such Stockholder. The Stockholder Shares
of such Stockholder are, or, if acquired after the date hereof, will be, owned
free and clear of all security interests, liens, claims, pledges, options,
rights of first refusal, agreements, limitations on such Stockholder's voting
rights, charges and other encumbrances of any nature whatsoever, except that the
Stockholder Shares held by Trust Stockholders are held subject to the applicable
trust documents, which, subject to Section 1.2, will not prevent or delay the
performance by such Stockholder of its obligations under this Agreement. Such
Stockholder has not appointed or granted any proxy, which appointment or grant
is still effective, with respect to the Stockholder Shares.
ARTICLE III
COVENANTS OF EACH STOCKHOLDER
Each of the Stockholders hereby covenants and agrees that:
SECTION 3.1. No Encumbrances on Stockholder Shares. Except pursuant
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to the terms of this Agreement or the Merger Agreement, for so long as such
Stockholder is obligated to vote such Stockholder's Stockholder Shares in
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accordance with Section 1.1(a) hereof, such Stockholder shall not directly or
indirectly sell, convey or transfer record or beneficial ownership of any such
Stockholder Shares by any means whatsoever to any other Person, except with the
consent of Chartwell; provided that Trust Stockholders may transfer ownership of
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Stockholder Shares as required by applicable governing instruments if the
transferee of any Stockholder Shares shall, prior to such transfer, execute a
counterpart to this Agreement and shall have agreed to be bound by the terms of
this Agreement including, but not limited to, the obligation to vote the
Stockholder Shares in accordance with Section 1.1(a). Subject to the foregoing,
the Stockholders shall not (without limitation), directly or indirectly (i)
grant any proxies or enter into any voting trust or other agreement or
arrangement with respect to the Stockholder Shares or (ii) sell, assign,
transfer, encumber or otherwise dispose of, or enter into any contract, option
or other arrangement or understanding with respect to the direct or indirect
sale, assignment, transfer, encumbrance or other disposition of, any Stockholder
Shares during the term of this Agreement.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. Expenses. All costs and expenses incurred in connection
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with this Agreement shall be paid by the party incurring such cost or expense.
SECTION 4.2. Further Assurances. Each of the Stockholders will
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execute and deliver or cause to be executed and delivered all further documents
and instruments and use its best efforts to secure such consents and take all
such further action as may be reasonably necessary in order to consummate the
transactions contemplated hereby.
SECTION 4.3. Additional Agreements. Subject to the terms and
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conditions of this Agreement, each of the parties hereto agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things necessary, proper or advisable under applicable laws and
regulations and which may be required under any agreements, contracts,
commitments, instruments, understandings, arrangements or restrictions of any
kind to which such party is a party or by which such party is governed or bound,
to consummate and make effective the transactions contemplated by this
Agreement, to obtain all necessary waivers, consents and approvals and effect
all necessary registrations and filings, and submission of information requested
by governmental authorities, and to rectify any event or circumstances which
could impede consummation of the transactions contemplated hereby.
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SECTION 4.4. Specific Performance. The parties hereto agree that
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Chartwell would be irreparably damaged if for any reason the Stockholders failed
to perform any of their obligations under this Agreement, and that Chartwell
would not have an adequate remedy at law for money damages in such event.
Accordingly, Chartwell shall be entitled to specific performance and injunctive
and other equitable relief to enforce the performance of this Agreement by the
Stockholders. This provision is without prejudice to any other rights that
Chartwell may have against the Stockholders for any failure to perform their
obligations under this Agreement.
SECTION 4.5. Action in Stockholder Capacity Only. Each of the
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Stockholders makes no agreement or understanding herein as director or officer
of Piedmont. Each of the Stockholders signs solely in his capacity as a
recordholder and, except for the Trust Stockholders, beneficial owner of the
Stockholder Shares of such Stockholder, and nothing herein shall limit or affect
any actions taken in his capacity as officer or director of Piedmont.
SECTION 4.6. Notices. All notices, requests, claims, demands and
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other communications hereunder shall be deemed to have been duly given when
delivered in person, by facsimile or by registered or certified mail (postage
prepaid, return receipt requested) to such party at its address set forth on the
signature page hereto.
SECTION 4.7. Amendments; Termination. (a) This Agreement may not be
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modified, amended, altered or supplemented, except upon the execution and
delivery of a written agreement executed by Chartwell and any Stockholders
adversely affected thereby.
(b) This Agreement shall terminate on the earlier to occur of (i) the
date of the termination of the Merger Agreement in accordance with its terms or
(ii) the Effective Time of the Merger.
SECTION 4.8. Successors and Assigns; Third Party Beneficiary. The
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provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. No party may
assign, delegate or otherwise transfer any of its rights or obligations under
this Agreement without the consent of Chartwell and the transferring
Stockholder, provided that Trust Stockholders may assign, delegate or otherwise
transfer such rights or obligations in connection with any transfer pursuant to
Section 3.1 as required under applicable governing instruments, provided that
the assignee, delegatee, or transferee shall be required to execute a
counterpart to this Agreement, and shall agree to be bound by the terms of this
Agreement including, but not limited to, the obligation to vote the Stockholder
Shares in accordance with Section 1.1(a).
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SECTION 4.9. Governing Law. This Agreement shall be governed by and
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construed in accordance with the laws of the State of Delaware without regard to
its principles of conflict of law.
SECTION 4.10. Counterparts; Effectiveness. This Agreement may be
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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 with respect to Chartwell and
any Stockholder when Chartwell and such Stockholder shall have received
counterparts hereof signed by Chartwell and such Stockholder.
SECTION 4.11. Entire Agreement. This Agreement constitutes the
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entire agreement between Chartwell and each Stockholder with respect to the
subject matter hereof and supersedes all prior agreements and understandings,
both written and oral, between Chartwell and each Stockholder with respect to
the subject matter hereof.
SECTION 4.12. Severability. If any term or other provisions of this
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Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of this Agreement is not affected in any manner materially adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible to the fullest extent permitted by applicable law
in a mutually acceptable manner in order that the terms of this Agreement remain
as originally contemplated to the fullest extent possible; provided, however,
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that any such determination will not relieve any of the parties hereto of
liability for breach of any warranty or representation set forth herein.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
CHARTWELL RE CORPORATION
By:______________________________
Name:
Title:
Address: 000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
________________________________
[STOCKHOLDER or TRUSTEE for the trusts listed on
Exhibit A]
By:______________________________
Name:
Title:
Address:
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