EXHIBIT 9.1
EXECUTION COPY
VOTING AGREEMENT dated as of October 17,
2000 (this "Agreement"), by Xxxxxx Xxxxxx and Xxxxxxx
Xxxxxxx acting as Voting Trustees under a Voting
Trust Agreement dated as of May 12, 1992, as amended
by an amendment thereto dated January 22, 1997 (as
amended, the "Voting Trust Agreement"), among AXA and
the voting trustees (the "Voting Trustees") named
therein, to and for the benefit of AXA Financial,
Inc., a Delaware corporation ("AXF").
WHEREAS, concurrently with the execution of this Agreement, AXA, a
societe anonyme organized under the laws of France ("AXA"), AXA Merger Corp., a
Delaware corporation and wholly owned subsidiary of AXA, and AXF are entering
into an Agreement and Plan of Merger (the "Merger Agreement") dated as of the
date hereof relating to the acquisition by AXA of the minority interests in AXF.
Capitalized terms used and not otherwise defined herein shall have the
respective meanings assigned to them in the Merger Agreement.
WHEREAS, according to the terms of the Merger Agreement, the
Acquisition will be structured as a joint tender offer by AXA and AXA Merger
Corp. followed by a merger of AXA Merger Corp. with and into AXF (the "Merger").
WHEREAS, the Merger may have to be approved by a majority of the
outstanding stock of AXF entitled to vote thereon.
WHEREAS, pursuant to the Voting Trust Agreement, AXA has deposited into
a voting trust (the "Voting Trust") the shares of capital stock of AXF
beneficially owned by AXA and certain of its affiliates.
WHEREAS, pursuant to the terms of the Voting Trust Agreement, the
Voting Trustees acting in accordance with Section 3 of the Voting Trust
Agreement have the right and power to exercise all voting rights with respect to
the capital stock of AXF deposited in the Voting Trust.
WHEREAS, Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxx, together with Xxxxx xx
Xxxxxxxx-Tonnerre, are the Voting Trustees under the Voting Trust Agreement.
WHEREAS, AXF has requested the undersigned Voting Trustees to agree,
and, the undersigned Voting Trustees are willing to agree, to take all actions
required under the Voting Trust Agreement in order to cause all shares of
capital stock of AXF held in the Voting Trust as of the date of the relevant
vote to be voted in favor of the adoption of the Merger Agreement, if
applicable.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, and intending to be legally bound hereby, the
parties hereby agree as follows:
SECTION 1. VOTING OF AXF SHARES. Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxx, as
Voting Trustees under the Voting Trust Agreement, hereby agree that they will
take all actions required under the Voting Trust Agreement in order to cause all
shares of capital stock of AXF held in the Voting Trust as of the date of the
relevant vote to be voted, in any action by written consent of the stockholders
of AXF or at the Company Stockholders Meeting, in favor of the adoption of the
Merger Agreement.
SECTION 2. TERMINATION. This Agreement will terminate upon the earlier
to occur of (a) the Effective Time and (b) the termination of the Merger
Agreement in accordance with the terms thereof. No such termination of this
Agreement shall relieve any party hereto from any liability for any breach of
this Agreement prior to termination.
SECTION 3. ENTIRE AGREEMENT; ASSIGNMENT. This Agreement constitutes the
entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among
the parties, or any of them, with respect to the subject matter hereof. Neither
this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned, in whole or in part, by operation of law or
otherwise, by any of the parties hereto without the prior written consent of the
other parties hereto. Any purported assignment in violation of this Section 3
shall be void. Subject to the preceding sentences of this Section 3, this
Agreement will be binding upon, inure to the benefit of, and be enforceable by,
the parties hereto and their respective successors and assigns.
XXXXXX 0. GOVERNING LAW. This 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
laws thereof.
SECTION 5. JURISDICTION. Each of the parties hereto (a) consents to
submit itself to the personal jurisdiction of any court of the United States
located in the State of Delaware or of any Delaware state court in the event any
dispute arises out of this Agreement or the transactions contemplated by this
agreement, (b) agrees that it will not
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attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court and (c) agrees that it will not bring any action
relating to this Agreement in any court other than a court of the United States
located in the State of Delaware or a Delaware state court.
SECTION 6. HEADINGS. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.
SECTION 7. AMENDMENTS. This Agreement may be amended or modified, and
the terms and conditions hereof may be waived, only by a written instrument
signed by the parties hereto or, in the case of a waiver, by each party waiving
compliance.
SECTION 8. COUNTERPARTS. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
and delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first written above.
AXA FINANCIAL, INC.
By
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