Exhibit 99.1
Execution Version
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VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement") is entered into as of
September 11, 2004, by and among WPP Group plc, an English public limited
company ("Parent"), Abbey Merger Corporation, a Delaware corporation and a
wholly owned subsidiary of Parent ("Merger Sub"), and Xx. Xxxxxx X. Xxxxx
(the "Stockholder").
W I T N E S S E T H:
WHEREAS, as of the date of this Agreement, the Stockholder
beneficially owns shares of (i) Common Stock, par value $.01 per share, of
Grey Global Group Inc., a Delaware corporation (the "Company") (the "Common
Stock"), and (ii) Limited Duration Class B Common Stock, par value $.01 per
share, of the Company (each of which entitles its holder to 10 votes per
share) (the "Class B Common Stock" and, together with the Common Stock, the
"Company Common Stock");
WHEREAS, concurrently herewith, Parent, Merger Sub and the Company are
entering into an Agreement and Plan of Merger, dated as of this date (the
"Merger Agreement"), pursuant to which the Company will merge with and into
Merger Sub and Merger Sub will survive as a wholly-owned subsidiary of
Parent (the "Merger"), and each share of Company Common Stock will be
converted into the right to receive cash or American Depository Shares of
Parent ("Parent Depository Shares") (each of which represents five ordinary
shares of nominal value 10p each of Parent ("Parent Ordinary Shares")) or
Parent Ordinary Shares in lieu of Parent Depository Shares, in accordance
with the terms of the Merger Agreement;
WHEREAS, concurrently herewith, Parent, the Company and the
Stockholder are entering into an employment agreement, dated as of this
date (the "Employment Agreement"); and
WHEREAS, as a condition to the willingness of Parent and Merger Sub to
enter into the Merger Agreement, and as an inducement and in consideration
therefor, Parent and Merger Sub have required that the Stockholder agree,
and the Stockholder has agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
in this Agreement, the parties, intending to be legally bound, hereby agree
as follows:
ARTICLE I
DEFINITIONS
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SECTION 1.1 Defined Terms. For purposes of this Agreement, terms used
in this Agreement that are defined in the Merger Agreement but not in this
Agreement shall have the respective meanings ascribed to them in the Merger
Agreement.
SECTION 1.2 Other Definitions. For purposes of this Agreement:
(a) "Company Options" means options to acquire Company Common Stock
granted to the Stockholder by the Company and held by the Stockholder as of
the date of this Agreement.
(b) "New Shares" means any shares of capital stock of the Company
(other than Owned Shares) over which the Stockholder acquires beneficial
ownership at any time during the Voting Period (but excluding any shares of
Company Common Stock beneficially owned by the Stockholder solely by reason
of his membership on the committee responsible for the administration of
the Company's Employee Stock Ownership Plan and any Option Shares).
(c) "Option Shares" means any shares of Company Common Stock issued or
issuable upon the exercise of Company Options.
(d) "Owned Shares" means all of the shares of Company Common Stock
beneficially owned by the Stockholder as of the date of this Agreement (but
excluding any shares of Company Common Stock beneficially owned by the
Stockholder solely by reason of his membership on the committee responsible
for the administration of the Company's Employee Stock Ownership Plan and
any Option Shares). In the event of a stock dividend or distribution, or
any change in the Company Common Stock by reason of any stock dividend or
distribution, split-up, recapitalization, combination, exchange of shares
or the like, the "Owned Shares" shall be deemed to refer to and include the
Owned Shares (as defined in the prior sentence) as well as all stock
dividends and distributions and any securities into which or for which any
or all of those Owned Shares may be changed or exchanged or which are
received in the transaction.
(e) "Permitted Transferee" means, with respect to the Stockholder or
any Permitted Transferee, lineal descendants of the Stockholder or
Permitted Transferee, spouses of any of the foregoing, legal
representatives or estates of any of the foregoing, trusts maintained for
the benefit of any of the foregoing or for the benefit of charitable
foundations or organizations, and corporations, charitable foundations or
organizations controlled by any of the foregoing or charitable foundations
or organizations of which one or more of the foregoing is a director, in
each case only if such parties agree to be bound by the terms of this
Agreement.
(f) "Representative" means, with respect to any particular person, any
director, officer, employee, accountant, consultant, legal counsel,
investment banker, advisor, agent or other representatives of that person.
(g) "Voting Period" means the period from and including the date of
this Agreement through and including the earliest to occur of (i) the
approval and adoption of the Merger Agreement by the Merger Requisite Votes
and (ii) the termination of the Merger Agreement in accordance with its
terms.
(h) "Transfer" means sell, transfer, tender, pledge, encumber,
hypothecate, assign or otherwise dispose, by operation or law or otherwise.
ARTICLE II
VOTING AGREEMENT AND IRREVOCABLE PROXY
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SECTION 2.1 Agreement to Vote.
(a) The Stockholder hereby agrees that, during the Voting Period, he
shall vote or execute consents, as applicable, with respect to the Owned
Shares, any New Shares and any Option Shares beneficially owned by him as
of the applicable record date (or cause to be voted or a consent to be
executed with respect to the Owned Shares, any New Shares and any Option
Shares beneficially owned by him as of the applicable record date) in favor
of the approval and adoption of the Merger Agreement and the transactions
contemplated by the Merger Agreement, at any meeting (or any adjournment or
postponement thereof) of, or in connection with any proposed action by
written consent of, the holders of any class or classes of capital stock of
the Company at or in connection with which any of the holders vote or
execute consents with respect to any of the foregoing matters.
(b) The Stockholder hereby agrees that, during the Voting Period, he
shall vote or execute consents, as applicable, with respect to the Owned
Shares, any New Shares and any Option Shares beneficially owned by him as
of the applicable record date (or cause to be voted or a consent to be
executed with respect to the Owned Shares, any New Shares and any Option
Shares beneficially owned by him as of the applicable record date) against
each of the matters set forth in clauses (i), (ii), (iii) or (iv) below at
any meeting (or any adjournment or postponement thereof) of, or in
connection with any proposed action by written consent of, the holders of
any class or classes of capital stock of the Company at or in connection
with which any of the holders vote or execute consents with respect to any
of the following matters:
(i) any action, proposal, transaction or agreement that would
reasonably be expected to result in a breach in any respect of any
covenant, representation or warranty or any other obligation or
agreement of the Company contained in the Merger Agreement or of the
Stockholder contained in this Agreement;
(ii) any action, proposal, transaction or agreement involving the
Company or any of its subsidiaries that would reasonably be expected
to prevent, impede, frustrate, interfere with, delay, postpone or
adversely affect the Merger and the other transactions contemplated by
the Merger Agreement;
(iii) any Acquisition Proposal made prior to the termination of
the Merger Agreement, other than an Acquisition Proposal made by
Parent; and
(iv) any amendment to the Company's Certificate of Incorporation
or By-laws.
(c) Any vote required to be cast or consent required to be executed
pursuant to this Section 2.1 shall be cast or executed in accordance with
the applicable procedures relating thereto so as to ensure that it is duly
counted for purposes of determining that a quorum is present (if
applicable) and for purposes of recording the results of that vote or
consent. Nothing contained in this Section 2.1 shall require the
Stockholder to vote or execute any consent with respect to any Option
Shares not issued upon the exercise of a Company Option prior to the
applicable record date for that vote or consent.
SECTION 2.2 Grant of Irrevocable Proxy. The Stockholder hereby
irrevocably appoints Parent and any designee of Parent, and each of them
individually, as the Stockholder's proxy and attorney-in-fact, with full
power of substitution and resubstitution, to vote or execute consents
during the Voting Period, with respect to the Owned Shares, any New Shares
and any Option Shares, in accordance with Section 2.1. This proxy is given
to secure the performance of the duties of the Stockholder under this
Agreement. The Stockholder shall not directly or indirectly grant any
person any proxy (revocable or irrevocable), power of attorney or other
authorization with respect to any of the Owned Shares, New Shares or any
Option Shares that is inconsistent with Sections 2.1 and 2.2.
SECTION 2.3 Nature of Irrevocable Proxy. The proxy and power of
attorney granted pursuant to Section 2.2 by the Stockholder shall be
irrevocable during the Voting Period, shall be deemed to be coupled with an
interest sufficient in law to support an irrevocable proxy and shall revoke
any and all prior proxies granted by the Stockholder, and the Stockholder
acknowledges that the proxy constitutes an inducement for Parent and Merger
Sub to enter into the Merger Agreement. The power of attorney granted by
the Stockholder is a durable power of attorney and shall survive the
bankruptcy, death or incapacity of the Stockholder. The proxy and power of
attorney granted hereunder shall terminate only upon the expiration of the
Voting Period.
ARTICLE III
COVENANTS
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SECTION 3.1 Voting Period Restrictions. The Stockholder agrees that he
shall not, and shall not permit any person, directly or indirectly, during
the Voting Period, to:
(a) convert into shares of Common Stock any Owned Shares or New Shares
that are shares of Class B Common Stock;
(b) Transfer any or all of the Owned Shares or New Shares; provided
that the foregoing shall not prevent (i) the Transfer of Owned Shares or
New Shares upon the death of the Stockholder pursuant to the terms of any
trust or will of the Stockholder or by the laws of intestate succession,
but only if, and any such Transfer shall be void unless, the transferee
executes and delivers to Parent an agreement to be bound by the terms of
this Agreement to the same extent as the Stockholder, (ii) the Transfer of
Owned Shares or New Shares to a Permitted Transferee, (iii) the Transfer of
Owned Shares or New Shares in connection with the payment of the exercise
price and/or the satisfaction of any tax withholding obligation arising
from the exercise of any stock option required under Section 27 of the
Employment Agreement, (iv) the Transfer of any Owned Shares or New Shares
held by the Xxxxxx & Xxxxxx Xxxxx Foundation Inc. or (v) the conversion of
the Owned Shares and New Shares into the right to receive Merger
Consideration pursuant to the Merger in accordance with the terms of the
Merger Agreement; or
(c) deposit any Owned Shares, New Shares or Option Shares in a voting
trust or subject any of the Owned Shares or New Shares to any arrangement
or agreement with any person (other than Parent) with respect to the voting
or the execution of consents with respect to any Owned Shares, New Shares
or Option Shares that could restrict his ability to comply with and perform
his covenants and obligations under Article II of this Agreement.
SECTION 3.2 No Shop Obligations of the Stockholder. The Stockholder
covenants and agrees with Parent that, during the Voting Period, he shall
not and shall not permit any of his Representatives to, directly or
indirectly, (i) initiate, solicit or knowingly facilitate or encourage, or
respond to, any inquiries with respect to, or the making, submission or
reaffirmation of, any Acquisition Proposal, (ii) engage in any discussions,
negotiations or other communications relating to an Acquisition Proposal,
or (iii) furnish to any person, or provide any person with access to, any
confidential information with respect to the Company, this Agreement, the
Merger Agreement or any agreement entered into by Parent, the Company
and/or the Stockholder in connection therewith or the transactions
contemplated hereby or thereby ("Non-Public Information"); provided that
the obligations of the Stockholder under this Section 3.2 shall be
inoperative during any period of time that the Company is undertaking any
of the activities permitted by the third sentence of Section 6.5(a) of the
Merger Agreement and, in such case, the Stockholder shall also be permitted
to undertake similar activities. Without limiting the generality of the
previous sentence, promptly (but in any event within 24 hours) after the
Stockholder's receipt of any Acquisition Proposal (including any
reaffirmation of any Acquisition Proposal first made prior to the date of
this Agreement) or any request for Non-Public Information, the Stockholder
shall (i) provide Parent with written notice of the material terms and
conditions of any such Acquisition Proposal or request for Non-Public
Information, and the identity of the person making such Acquisition
Proposal or request for Non-Public Information and (ii) promptly (but in
any event within 24 hours) keep Parent informed in all material respects of
the status and details (including material amendments or proposed material
amendments) of any such Acquisition Proposal or request for Non-Public
Information.
SECTION 3.3 General Covenants. The stockholder agrees that he shall
not:
(a) enter into any agreement, commitment, letter of intent, agreement
in principle, or understanding with any person or take any other action
that violates or conflicts with or would reasonably be expected to violate
or conflict with, or result in or give rise to a violation of or conflict
with, his covenants and obligations under this Agreement; or
(b) take any action that could restrict or otherwise affect his legal
power, authority and right to comply with and perform his covenants and
obligations under this Agreement.
SECTION 3.4 Stockholder's Capacity. Parent and Merger Sub acknowledge
that the Stockholder is not making any agreement or understanding herein in
his capacity as a director or officer of the Company and that the
Stockholder is executing this agreement solely in his capacity as the
beneficial owner of Company Common Stock and nothing herein shall limit or
affect any actions taken by the Stockholder in his capacity as a director
or officer of the Company.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
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The Stockholder hereby represents and warrants to Parent and Merger
Sub as follows:
SECTION 4.1 Authorization. The Stockholder has all legal capacity,
power and authority to execute and deliver this Agreement and to perform
his obligations hereunder. This Agreement has been duly executed and
delivered by the Stockholder and constitutes a legal, valid and binding
obligation of the Stockholder, enforceable against the Stockholder in
accordance with its terms.
SECTION 4.2 Ownership of Shares. The Owned Shares consist of 149,158
shares of Common Stock and 135,617 shares of Class B Common Stock. The
Company Options are exercisable for 50,000 Option Shares. Except as
described in the Schedule 13D, as amended to the date hereof, of the
Stockholder with respect to Company Common Stock or Forms 3, 4, or 5 filed
by the Stockholder on or prior to the date hereof, the Stockholder is the
sole beneficial owner of all of the Owned Shares and Option Shares and has
the sole power to vote (or cause to be voted or consents to be executed)
and to dispose of (or cause to be disposed of) all of the Owned Shares and,
upon their issuance, Option Shares. As of the date of this Agreement, the
Stockholder does not own or hold any right to acquire any additional shares
of any class of capital stock of the Company or other securities of the
Company or any interest therein or any voting rights with respect to any
securities of the Company. The Owned Shares and Option Shares are not
subject to any voting trust agreement or other contract, agreement,
arrangement, commitment or understanding to which the Stockholder is a
party restricting or otherwise relating to the voting or Transfer of the
Owned Shares or Option Shares. The Stockholder has good and valid title to
the Owned Shares and Company Options, free and clear of any and all Liens,
proxies, voting agreements, adverse claims, options, security interests and
demands of any nature or kind whatsoever, other than those created by this
Agreement.
SECTION 4.3 No Conflicts. Except for a filing of an amendment to a
Schedule 13D and a filing of a Form 4 as required by the Exchange Act, (i)
no filing with any Governmental Entity, and no authorization, consent or
approval of any other person is necessary for the execution of this
Agreement by the Stockholder or the performance by the Stockholder of his
obligations hereunder and (ii) none of the execution and delivery of this
Agreement by the Stockholder, or the performance by the Stockholder of his
obligations hereunder shall (A) result in, give rise to or constitute a
violation or breach of or a default (or any event which with notice or
lapse of time or both would become a violation, breach or default) under
any of the terms of any understanding, agreement or other instrument or
obligation to which the Stockholder is a party or by which the Stockholder
or any of the Owned Shares or Option Shares may be bound, or (B) violate
any applicable law, rule, regulation, order, judgment, or decree applicable
to the Stockholder, except for any of the foregoing as could not reasonably
be expected to impair the Stockholder's ability to perform his obligations
under this Agreement in any material respect. Notwithstanding anything to
the contrary contained in this Agreement, with respect to any Owned Shares,
New Shares and, upon their issuance, Option Shares with respect to which
the Stockholder does not have the sole power to vote (or cause to be voted
or consents to be executed) and/or the sole power to dispose of (or cause
to be disposed of), the Stockholder shall have no obligations hereunder
other than to use his reasonable best efforts to cause all of his
obligations under this Agreement to be complied with by any person having
such power to vote or dispose.
SECTION 4.4 Reliance by Parent and Merger Sub. The Stockholder
understands and acknowledges that Parent and Merger Sub are entering into
the Merger Agreement in reliance upon the execution and delivery of this
Agreement by the Stockholder, the performance by the Stockholder of his
obligations hereunder and the compliance by the Stockholder with the terms
hereof.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
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Each of Parent and Merger Sub hereby represent and warrant to the
Stockholder that (i) it has all legal capacity, power and authority to
execute and deliver this Agreement and to perform its obligations hereunder
and (ii) this Agreement has been duly executed and delivered by it and
constitutes a legal, valid and binding obligation of the party, enforceable
against it in accordance with the terms of this Agreement.
ARTICLE VI
TERMINATION
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This Agreement shall terminate upon the earliest to occur of (x) the
Effective Time, (y) the termination of the Merger Agreement in accordance
with its terms and (z) the election of the Stockholder in his sole
discretion to terminate this Agreement promptly following any amendment of
any term or provision of the original unamended Merger Agreement dated as
of the date hereof that reduces or changes the form of consideration
payable pursuant to such Merger Agreement or otherwise amends such Merger
Agreement in a manner adverse to the Stockholder in a material respect;
provided, that, with respect to termination pursuant to clause (x) above,
Sections 7.1 and 7.4 through 7.15 shall survive such termination
Notwithstanding the foregoing, termination of this Agreement shall not
prevent any party from seeking any remedies (at law or in equity) against
any other party for that party's breach of any of the terms of this
Agreement prior to the date of termination.
ARTICLE VII
MISCELLANEOUS
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SECTION 7.1 Publication. The Stockholder hereby permits Parent, Merger
Sub and/or the Company to publish and disclose in press releases, Schedule
13D filings, and the Form F-4 and/or the Company Proxy Statement (including
all documents and schedules filed with the SEC) and any other disclosures
or filings required by applicable law his identity and ownership of shares
of the Company Common Stock, the nature of his commitments, arrangements
and understandings pursuant to this Agreement and/or the text of this
Agreement.
SECTION 7.2 HSR Requirements. The Stockholder agrees promptly to make
all necessary filings, if any, and thereafter make any other required
submissions, if any, with respect to the Merger Agreement, the Merger and
the transactions contemplated by the Merger Agreement required under the
HSR Act or any antitrust and competition laws of any other applicable
jurisdiction and any other applicable law. The Stockholder shall cooperate
with Parent in connection with the making of the filings referenced in the
preceding sentence.
SECTION 7.3 Appraisal Rights. Stockholder hereby waives any rights of
appraisal or rights to dissent from the Merger or the adoption of the
Merger Agreement that he may have under applicable law and shall not permit
any such rights of appraisal or rights of dissent to be exercised with
respect to the Owned Shares, any New Shares or any Option Shares.
SECTION 7.4 Affiliate Agreement. The Stockholder agrees to execute an
agreement contemplated by Section 6.13 of the Merger Agreement as soon as
practicable after the date of this Agreement.
SECTION 7.5 Further Actions. Each of the parties agrees that it will
use its reasonable best efforts to do all things necessary to effectuate
the terms of this Agreement.
SECTION 7.6 Fees and Expenses. Except as otherwise expressly set forth
in this Agreement, all costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the
party incurring the cost or expense whether or not the Merger is
consummated.
SECTION 7.7 Amendments, Waivers, etc. This Agreement may be amended by
the parties at any time. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties. Except as
provided in this Agreement, no action taken pursuant to this Agreement,
including any investigation by or on behalf of any party, shall be deemed
to constitute a waiver by the party taking the action of compliance with
any representations, warranties, covenants or agreements contained in this
Agreement. The waiver by any party of a breach of any provision hereunder
shall not operate or be construed as a waiver of any prior or subsequent
breach of the same or any other provision hereunder.
SECTION 7.8 Enforcement of Agreement; Specific Performance. The
Stockholder agrees and acknowledges that Parent and Merger Sub would suffer
irreparable damage in the event that any of the obligations of Stockholder
in this Agreement were not performed in accordance with its specific terms
or if the Agreement was otherwise breached by the Stockholder. It is
accordingly agreed by the Stockholder that Parent shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement, this being
in addition to any other remedy to which Parent may be entitled at law or
in equity.
SECTION 7.9 Notices. Any notice required to be given hereunder shall
be sufficient if in writing, and sent by facsimile transmission or by
courier service (with proof of service), hand delivery or certified or
registered mail (return receipt requested and first-class postage prepaid),
addressed as follows:
(a) If to the Parent or Merger Sub, addressed to it at:
c/o WPP Group plc
00 Xxxx Xxxxxx
Xxxxxx X0X 0XX
Xxxxxxx
Fax: x00 000 000 0000
Attn: Group Chief Executive
with a copy (which shall not constitute notice) to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attn: Xxxxxx Xxxxxxxxx, Xx., Esq.
Xxxxxx Xxxxxxx, Esq.
(b) If to the Stockholder, addressed to him at:
c/o Grey Global Group Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
XXX
Fax: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attn: Xxxxxx Xxxxxx, Esq.
or to that other address as any party shall specify by written notice so
given, and notice shall be deemed to have been delivered as of the date so
telecommunicated or personally delivered.
SECTION 7.10 Headings; Titles. Headings and titles of the Articles and
Sections of this Agreement are for the convenience of the parties only, and
shall be given no substantive or interpretative effect whatsoever.
SECTION 7.11 Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of this invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. Upon determination that any term or other provision is
invalid or incapable of being enforced, the parties shall negotiate in good
faith to modify this Agreement as to effect the original intent of the
parties as closely as possible in acceptable manner to the end that
transactions contemplated hereby are fulfilled to the extent possible.
SECTION 7.12 Entire Agreement. This Agreement (together with the
Merger Agreement, to the extent referred to in this Agreement) and any
documents delivered by the parties in connection herewith constitute the
entire agreement among the parties with respect to the subject matter of
this Agreement and supersede all prior agreements and understandings among
the parties with respect thereto. No addition to or modification of any
provision of this Agreement shall be binding upon any party unless made in
writing and signed by all parties.
SECTION 7.13 Assignment; Binding Effect; No Third Party Beneficiaries;
Further Action. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties (whether by
operation of law or otherwise) without the prior written consent of the
other parties, except that each of Parent and/or Merger Sub may assign, in
its sole discretion, any or all of its rights, interests and obligations
under this Agreement to any affiliate of Parent. This Agreement shall be
binding upon and shall inure to the benefit of Parent and Merger Sub and
their respective successors and assigns and shall be binding upon the
Stockholder and his heirs, executors and administrators. Notwithstanding
anything contained in this Agreement to the contrary, nothing in this
Agreement, expressed or implied, is intended to confer on any person (other
than, in the case of Parent and Merger Sub, their respective successors and
assigns and, in the case of the Stockholder, his heirs, executors and
administrators) any rights, remedies, obligations or liabilities under or
by reason of this Agreement. The Stockholder shall take any further action
and execute any other instruments as may be necessary to effectuate the
intent of this Agreement.
SECTION 7.14 Mutual Drafting. Each party has participated in the
drafting of this Agreement, which each party acknowledges is the result of
extensive negotiations between the parties. This Agreement shall not be
deemed to have been prepared or drafted by any one party or another or any
party's attorneys.
SECTION 7.15 Governing Law and Consent to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the State
of Delaware, without regard to its rules of conflict of laws. The
Stockholder hereby irrevocably and unconditionally consents to submit to
the jurisdiction of the federal courts located in the State of Delaware or
any Delaware state courts (and, if appropriate, appellate courts therefrom)
in connection with any action or proceeding arising out of or relating to
this Agreement and the transactions contemplated hereby (and agrees not to
commence any suit, action or proceeding relating thereto except in those
courts), waives any defense or objection his may have or hereafter have
relating to the laying of venue of any suit, action or proceeding in any
such courts and agrees not to plead or claim that any suit, action or
proceeding brought therein has been brought in an inconvenient forum.
SECTION 7.16 Counterparts; Facsimiles. This Agreement may be executed
by the parties in separate counterparts, each of which when so executed and
delivered shall be an original, but all counterparts shall together
constitute one and the same instrument. Each counterpart may consist of a
number of copies each signed by less than all, but together signed by all
of the parties. This Agreement or any counterpart may be executed and
delivered by facsimile copies, each of which shall be deemed an original.
(Signature page follows.)
IN WITNESS WHEREOF, Parent, Merger Sub and the Stockholder have caused
this Agreement to be duly executed as of the day and year first above
written.
WPP GROUP PLC
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
Title: Group Finance Director
ABBEY MERGER CORPORATION
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
Title: President
/s/ Xxxxxx X. Xxxxx
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Xx. Xxxxxx X. Xxxxx, in his
capacity as the Stockholder