EXHIBIT 9.2
TELESPECTRUM STOCKHOLDER SUPPORT AGREEMENT
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THIS STOCKHOLDER SUPPORT AGREEMENT, dated as of January 14, 1999 (this
"Agreement") is being executed by the undersigned stockholder (the
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"Stockholder") of TeleSpectrum Worldwide Inc., a Delaware corporation
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("TeleSpectrum"), for the benefit of International Data Response Corporation, a
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Delaware corporation ("IDRC").
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WHEREAS, TeleSpectrum and IDRC are entering into an Agreement and Plan
of Merger, dated as of January 14, 1999 (the "Merger Agreement"), whereby, upon
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the terms and subject to the conditions set forth in the Merger Agreement, each
issued and outstanding share of the common stock, par value $.001 per share, of
IDRC ("IDRC Common Stock") not owned directly or indirectly by TeleSpectrum or
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IDRC, will be converted into shares of common stock, par value $.01 per share,
of TeleSpectrum ("TeleSpectrum Common Stock"), and warrants exercisable for
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TeleSpectrum Common Stock ("Warrants"), the outstanding shares of the Series A
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Preferred Stock, par value $.001 per share, of IDRC as of the effective time of
the Merger will be redeemed for cash, and the outstanding options and warrants
of IDRC as of the effective time of the Merger will be converted into options
exercisable for TeleSpectrum Common Stock and Warrants;
WHEREAS, Stockholder owns 502,621 shares of TeleSpectrum Common Stock
(such shares of TeleSpectrum Common Stock, together with any other shares of
capital stock of TeleSpectrum acquired by such Stockholder after the date hereof
and during the term of this Agreement, being collectively referred to herein as
the "Subject Shares"); and
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WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, IDRC has required that the Stockholder agree, and in order to induce
IDRC to enter into the Merger Agreement the Stockholder has agreed, to enter
into this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants and agreements set forth herein, the Stockholder agrees as follows:
1. Capitalized Terms. Capitalized terms used in this Agreement that
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are not defined herein shall have such meanings as set forth in the Merger
Agreement.
2. Covenants of Stockholder. Until the termination of this
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Agreement in accordance with Section 6, Stockholder agrees as follows:
(a) At the TeleSpectrum Stockholders Meeting (or at any
adjournment thereof) or in any other circumstances upon which a vote,
consent (including the TeleSpectrum Consent) or other approval with respect
to the Merger or the Merger Agreement is sought, the Stockholder shall vote
(or cause to be voted) the Subject Shares
in favor of the Merger, the adoption of the Merger Agreement and the
approval of the terms thereof and each of the other transactions
contemplated by the Merger Agreement.
(b) At any meeting of stockholders of TeleSpectrum or at any
adjournment thereof or in any other circumstances upon which the
Stockholder's vote, consent or other approval is sought, the Stockholder
shall vote (or cause to be voted) the Subject Shares against (i) any merger
agreement or merger (other than the Merger Agreement and the Merger),
consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by
TeleSpectrum or any subsidiary thereof or any other Acquisition Proposal or
(ii) any amendment of TeleSpectrum's Certificate of Incorporation or Bylaws
or other proposal or transaction involving TeleSpectrum or any TeleSpectrum
Subsidiary, which amendment or other proposal or transaction would in any
manner impede, frustrate, prevent or nullify the Merger, the Merger
Agreement or any of the other transactions contemplated by the Merger
Agreement or change in any manner the voting rights of any class of capital
stock of TeleSpectrum. The Stockholder further agrees not to commit or
agree to take any action inconsistent with the foregoing.
(c) Contemporaneously with the execution of this Agreement: (i)
Stockholder shall deliver to IDRC a proxy in the form attached hereto as
Exhibit A, which shall be irrevocable to the fullest extent permitted by
law, with respect to the Subject Shares (the "Proxy"); and (ii) Stockholder
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shall cause to be delivered to IDRC an additional proxy (in the form
attached hereto as Exhibit A) executed on behalf of the record owner of any
issued and outstanding shares of TeleSpectrum Common Stock that are owned
beneficially (but are not owned of record) by Stockholder.
(d) The Stockholder agrees not to (i) sell, transfer, pledge,
assign or otherwise dispose of (collectively, "Transfer"), or enter into
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any contract, option or other arrangement (including any profit-sharing
arrangement) with respect to the Transfer of the Subject Shares to any
person or (ii) enter into any voting arrangement, whether by proxy, voting
agreement or otherwise, in relation to the Subject Shares, and agrees not
to commit or agree to take any of the foregoing actions. Notwithstanding
the foregoing, the Stockholder may Transfer all or any portion of the
Subject Shares held by such Stockholder by way of gift or for estate
planning purposes, provided that any such transfer shall first be required
to execute a joinder to this Agreement whereby such transferee agrees to be
bound by all of the terms and conditions hereof.
(e) The Stockholder shall not, nor shall the Stockholder permit
any affiliate, director, officer, employee, partner, investment banker,
attorney or other advisor or representative of the Stockholder to, (i)
directly or indirectly solicit, initiate or encourage the submission of,
any Acquisition Proposal or (ii) directly or indirectly participate in any
discussions or negotiations regarding, or furnish to any person any
information with respect to, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes or may reasonably
be expected to lead to, any Acquisition Proposal.
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(f) The Stockholder shall use all reasonable efforts to take, or
cause to be taken, all actions, and to do, or cause to be done, and to
assist and cooperate with IDRC in doing, all things necessary, proper or
advisable to consummate and make effective, in the most expeditious manner
practicable, the Merger and the other transactions contemplated by the
Merger Agreement.
(g) Immediately after the execution of this Agreement (and from
time to time prior to the termination of this Agreement), Stockholder shall
instruct TeleSpectrum to cause each certificate of Stockholder evidencing
any of the Subject Shares to bear a legend in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED
OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE
TERMS AND CONDITIONS OF THE STOCKHOLDER SUPPORT AGREEMENT DATED AS OF
JANUARY 14, 1999, AS IT MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT
THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.
3. Representations and Warranties.
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(a) The Stockholder has the requisite capacity and legal right
to execute and deliver this Agreement and the Merger Agreement and to
consummate the transactions contemplated hereby. Each of this Agreement and
the Merger Agreement is enforceable against the Stockholder in accordance
with its terms.
(b) The Stockholder represents and warrants to IDRC that (i) the
Stockholder is the record and beneficial owner of, and has good and
marketable title to, the Subject Shares, (ii) the Stockholder does not own,
of record or beneficially, any shares of capital stock of TeleSpectrum
other than the Subject Shares, and (iii) the Stockholder has the sole right
to vote, and the sole power of disposition with respect to, the Subject
Shares, and none of the Subject Shares is subject to any voting trust,
proxy or other agreement, arrangement or restriction with respect to the
voting or disposition of such Subject Shares as contemplated by this
Agreement.
4. Termination. The obligations of the Stockholder hereunder shall
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terminate upon the earlier of the termination of the Merger Agreement pursuant
to Section 6.1 thereof or the Effective Time.
5. Further Assurances. Stockholder will, from time to time, execute
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and deliver, or cause to be executed and delivered, such additional or further
consents, documents and other instruments as IDRC may reasonably request for the
purpose of effectively carrying out the transactions contemplated by this
Agreement.
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6. Successors, Assigns and Transferees Bound. Any successor,
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assignee or transferee (including a successor, assignee or transferee as a
result of the death of the Stockholder, such as an executor or heir) shall be
bound by the terms hereof, and the Stockholder shall take any and all actions
necessary to obtain the written confirmation from such successor, assignee or
transferee that it is bound by the terms hereof.
7. Remedies. The Stockholder acknowledges that money damages would
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be both incalculable and an insufficient remedy for any breach of this Agreement
by it, and that any such breach would cause IDRC irreparable harm. Accordingly,
the Stockholder agrees that in the event of any breach or threatened breach of
this Agreement, IDRC, in addition to any other remedies at law or in equity it
may have, shall be entitled, without the requirement of posting a bond or other
security, to equitable relief, including injunctive relief and specific
performance.
8. Severability. The invalidity or unenforceability of any
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provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability of any other provision of this Agreement in such jurisdiction, or
the validity or enforceability of any provision of this Agreement in any other
jurisdiction.
9. Amendment. This Agreement may be amended only by means of a
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written instrument executed and delivered by both the Stockholder and IDRC.
10. Governing Law. This Agreement shall be governed by, and
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construed in accordance 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.
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11. Counterparts. For the convenience of the parties, this Agreement
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may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
STOCKHOLDER
By: /S/ J. XXXXX X'XXXXX
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Name: J. Xxxxx X'Xxxxx
Accepted and Agreed to
as of the date noted above:
INTERNATIONAL DATA RESPONSE CORPORATION
By: _________________________
Name:
Title:
EXHIBIT A
FORM OF IRREVOCABLE PROXY
IRREVOCABLE PROXY
The undersigned stockholder of TeleSpectrum Worldwide Inc., a Delaware
corporation (the "Company"), hereby irrevocably (to the fullest extent permitted
by law) appoints and constitutes Xxxxxx X. Xxxxxxx, Xx., Xxxxxxx X. Xxxxxxxx and
International Data Response Corporation, a Delaware corporation ("IDRC"), and
each of them, the attorneys and proxies of the undersigned with full power of
substitution and resubstitution, to the full extent of the undersigned's rights
with respect to (i) the issued and outstanding shares of capital stock of the
Company owned of record by the undersigned as of the date of this proxy, which
shares are specified on the final page of this proxy and (ii) any and all other
shares of capital stock of the Company which the undersigned may acquire after
the date hereof. (The shares of the capital stock of the Company referred to in
clauses (i) and (ii) of the immediately preceding sentence are collectively
referred to as the "Subject Shares") Upon the execution hereof, all prior
proxies given by the undersigned with respect to any of the Subject Shares are
hereby revoked, and no subsequent proxies will be given with respect to any of
the Subject Shares.
This proxy is irrevocable, is coupled with an interest and is granted in
connection with a Stockholder Support Agreement, dated as of the date hereof,
between IDRC and the undersigned (the "Stockholder Support Agreement"), and is
granted in consideration of IDRC entering into the Agreement and Plan of Merger,
dated as of the date hereof, among IDRC, the Company and certain stockholders of
IDRC (the "Merger Agreement"). Capitalized terms used but not otherwise defined
in this proxy have the meanings ascribed to such terms in the Merger Agreement.
The attorneys and proxies named above will be empowered, and may exercise
this proxy, to vote the Subject Shares at any time until the earlier to occur of
the valid termination of the Merger Agreement or the Effective Time at any
meeting of the stockholders of the Company, however called, or in any written
action by consent of stockholders of the Company in favor of the Merger, the
execution and delivery by the Company of the Merger Agreement and the adoption
and approval of the terms thereof and in favor of each of the other actions
contemplated by the Merger Agreement and any action required in furtherance
hereof and thereof.
The undersigned stockholder may vote the Subject Shares on all other
matters which would reasonably be expected to delay or otherwise interfere or
prevent the consummation of the Merger.
This proxy shall be binding upon the heirs, successors and assigns of the
undersigned (including any transferee of any of the Subject Shares).
Any term or provision of this proxy which is invalid or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this proxy or affecting the validity or
enforceability of any of the terms or provisions of this proxy in any other
jurisdiction. If
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any provision of this proxy is so broad as to be unenforceable, the provision
shall be interpreted to be only so broad as is enforceable.
This proxy shall terminate upon the earlier of the termination of the
Merger Agreement pursuant to Section 6.1 thereof or the Effective Time.
Dated: January 14, 1999
Name: J. Xxxxx X'Xxxxx
Number of shares of Company Common Stock
owned of record as of the date of this proxy: 502,621
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