EXHIBIT 99.2
FORM OF VOTING AGREEMENT
This VOTING AGREEMENT ("Voting Agreement") is entered into as
of October __, 1998 by and among McLeodUSA Incorporated, a Delaware
corporation ("Acquiror"), West Group Acquisition Co., a Delaware
corporation and a wholly owned subsidiary of Acquiror ("Acquiror Sub"),
and ______________, a stockholder (the "Stockholder") of Dakota
Telecommunications Group, Inc., a Delaware corporation (the "Company").
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as
of October ___, 1998 (the "Merger Agreement"), by and among Acquiror,
Acquiror Sub and the Company, Acquiror Sub will be merged with and into
the Company (the "Merger") and, as a result of the Merger, the separate
corporate existence of Acquiror Sub shall cease and the Company shall
continue as the surviving corporation of the Merger (the "Surviving
Corporation");
WHEREAS, the Company, as the Surviving Corporation of the
Merger, will become a wholly owned subsidiary of Acquiror; and
WHEREAS, in order to induce Acquiror and Acquiror Sub to enter
into the Merger Agreement, the Stockholder has agreed to execute and
deliver to Acquiror this Voting Agreement;
NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. Capitalized terms used and not defined
herein shall have the meanings specified in the Merger Agreement.
2. VOTING; FURTHER ASSURANCES. The Stockholder hereby
irrevocably agrees, for the period from the date hereof through the date
on which the Merger is consummated or the Merger Agreement is terminated
in accordance with the terms thereof, whichever is earlier (such period
being hereinafter referred to as the "Term"), to cast all votes
attributable to Company Capital Stock then beneficially owned by the
Stockholder and over which the Stockholder has voting power (the
"Shares") at any annual or special meeting of stockholders of the
Company, including any adjournments or postponements thereof (a
"Meeting"), in favor of the approval and adoption of the Merger
Agreement and Articles of Merger and approval of the Merger and against
any Competing Transaction. The Stockholder further agrees to grant to
the persons designated by the Company's Board of Directors, as such
Board may be constituted from time to time, as such Board's attorneys-
in-fact or proxies with respect to such Meeting, a specific written
proxy (in such form as the Company is soliciting from other stockholders
of the Company) to vote (or, if present in person at such Meeting, to
vote) all Company Capital Stock which the Stockholder is entitled to
vote in favor of the approval and adoption of the Merger Agreement and
Articles of Merger and approval of the Merger and against any Competing
Transaction. The Stockholder agrees that he shall not enter into
any agreement or understanding the effect of which would be inconsistent
with or violative of the provisions and agreements contained herein,
including in this Section 2.
3. RESTRICTION ON TRANSFER, PROXIES AND NON-INTERFERENCE.
The Stockholder hereby agrees during the Term, and except as
specifically contemplated hereby, not to (i) directly or indirectly
sell, transfer, pledge, encumber, assign or otherwise dispose of, or
enter into any contract, option or other arrangement or understanding
with respect to the sale, transfer, pledge, encumbrance, assignment or
other disposition of, any of the Shares except to the extent a
transferee of the Shares, prior to and as a condition to any transfer of
the Shares, executes and delivers an agreement in substantially the form
hereof or such transfer is otherwise approved in advance in writing by
Acquiror and Acquiror Sub, (ii) grant any proxies, deposit any Shares
into a voting trust or enter into a voting agreement with respect to any
Shares or (iii) voluntarily take any action which would have the effect
of preventing or inhibiting the Stockholder from performing his
obligations under this Voting Agreement.
4. NO CONFLICT. The Stockholder hereby represents and
warrants to Acquiror and Acquiror Sub that the execution and delivery
of this Voting Agreement by such Stockholder does not, and the
performance of his obligations under this Voting Agreement will not,
(i) conflict with or violate any law, statute, ordinance, rule,
regulation, order, judgment or decree applicable to such Stockholder
or by which he or any of his properties is bound or affected, or
(ii) result in any breach of or constitute a default (or an event
which with or without notice or lapse of time or both would become a
default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation
of an Encumbrance on any of the 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 any of his Shares is bound
or affected, except for any such conflicts, violations, breaches,
defaults or other alterations or occurrences that would not prevent
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the performance by such Stockholder of his obligations under this
Voting Agreement.
5. UNDERSTANDING OF THIS VOTING AGREEMENT. The
Stockholder has carefully read this Voting Agreement and has discussed
its requirements, to the extent such Stockholder believes necessary,
with his counsel (which may be counsel to the Company). The
undersigned further understands that the parties to the Merger
Agreement will be proceeding in reliance upon this Voting Agreement.
6. HEADINGS. The headings of the Sections of this Voting
Agreement are inserted for convenience of reference only and do not form
a part or affect the meaning hereof.
7. COUNTERPARTS. This Voting Agreement may be executed in
counterparts, each of which when so executed and delivered shall be an
original, but all of such counterparts shall together constitute one and
the same instrument.
8. ENTIRE AGREEMENT; ASSIGNMENT. This Voting Agreement
(i) constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties hereto with
respect to the subject matter hereof and (ii) shall not be assigned by
operation of law or otherwise.
9. GOVERNING LAW. This Voting Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware
regardless of the Laws that might otherwise govern under applicable
principles of conflicts of law.
10. SPECIFIC PERFORMANCE. The parties hereto agree that if
any of the provisions of this Voting Agreement are not performed in
accordance with their specific terms or are otherwise breached,
irreparable damage would occur, no adequate remedy at law would exist
and damages would be difficult to determine, and that the parties shall
be entitled to specific performance of the terms hereof, in addition to
any other remedy at law or equity.
11. PARTIES IN INTEREST. This Voting Agreement shall be
binding upon and inure solely to the benefit of each party hereto, and
nothing in this Voting Agreement, express or implied, is intended to or
shall confer upon any other person or persons any rights, benefits or
remedies of any nature whatsoever under or by reason of this Voting
Agreement.
12. AMENDMENT; WAIVERS. This Voting Agreement shall not be
amended, altered or modified except by an instrument in writing duly
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executed by each of the parties hereto. No delay or failure on the part
of any party hereto in exercising any right, power or privilege under
this Voting Agreement shall impair any such right, power or privilege or
be construed as a waiver of any default or any acquiescence thereto. No
single or partial exercise of any such right, power or privilege shall
preclude the further exercise of such right, power or privilege, or the
exercise of any other right, power or privilege. No waiver shall be
valid against any party hereto, unless made in writing and signed by the
party against whom enforcement of such waiver is sought, and then only
to the extent expressly specified therein.
13. CONFLICT OF TERMS. In the event any provision of this
Voting Agreement is in direct conflict with, or inconsistent with, any
provision of the Merger Agreement, the provision of the Merger Agreement
shall control, except that no such provision in the Merger Agreement
shall impose additional duties on the Stockholder.
14. ADDITIONAL ACTIONS AND DOCUMENTS. Each of the parties
hereto hereby agrees to take or cause to be taken such further actions,
to execute, deliver and file or cause to be executed, delivered and
filed such further documents and instruments, and to obtain such
consents as may be necessary or as may be reasonably requested in order
to fully effectuate the purposes, terms and conditions of this Voting
Agreement.
15. TERMINATION. This Voting Agreement, and all rights and
obligations hereunder, shall terminate at the end of the Term.
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IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Voting Agreement, or have caused this Voting Agreement to
be duly executed and delivered in their names and on their behalf as of
the date first written above.
MCLEODUSA INCORPORATED
By: __________________________________
Name:
Title:
WEST GROUP ACQUISITION CO.
By: __________________________________
Name:
Title:
STOCKHOLDER
By: __________________________________
Name: _________________________
Address: _________________________
_________________________
_________________________
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