EXHIBIT 3
STOCKHOLDER VOTING AGREEMENT
This Stockholder Voting Agreement (the "Agreement") dated as of
November __, 1998 is by and between Peptide Therapeutics Group plc
("Peptide "), a corporation organized under the laws of England and Wales,
and the undersigned stockholder ("Stockholder") of OraVax, Inc. (the "Seller"),
a Delaware corporation.
RECITALS
A. Concurrently with the execution of this Agreement, Parent, Seller and
Peach Acquisition Corporation ("Merger Sub"), a Delaware corporation and a
wholly owned subsidiary of Parent, have entered into an Agreement and Plan of
Merger (the "Merger Agreement") which provides for a merger of Seller with
and into the Merger Sub (the "Merger"). Pursuant to the Merger, shares of
common stock of Seller will be converted into the right to receive American
Depositary Shares, each representing 10 ordinary shares, nominal value of 10
xxxxx per share of Parent on the basis set forth in the Merger Agreement.
B. The Stockholder is the record holder and beneficial owner (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of such number of shares of the outstanding capital stock of
Seller as is indicated on the final page of this Agreement (the "Shares").
C. Parent desires the Stockholder to agree, and the Stockholder is
willing to agree, (i) not to transfer or otherwise dispose of any of the
Shares, or any other shares of capital stock of Seller acquired hereafter and
prior to the Expiration Date (as defined in Section 1 below) (together with
the Shares, the "Subject Shares"), except as otherwise permitted hereby, and
(ii) to vote the Subject Shares so as to facilitate consummation of the
Merger.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. Agreement to Retain Shares. Stockholder agrees not to transfer
(except as may be specifically required by court order), sell, exchange, pledge
or otherwise dispose of or encumber any of the Subject Shares, or to make any
offer or agreement relating thereto, at any time prior to the Expiration Date.
As used herein, the term "Expiration Date" shall mean the earlier to occur of
such date and time as (i) the Merger shall become effective in accordance with
the provisions of the Merger Agreement and (ii) the Merger Agreement shall be
terminated pursuant to Section 9.1 thereof.
2. Agreement to Vote Subject Shares. At every meeting of the
stockholders of Seller called with respect to any of the following, and at
every adjournment thereof, and on every action or approval by written consent
of the stockholders of Seller with respect to any of the following,
Stockholder shall vote the Subject Shares: (i) in favor of approval of the
Merger Agreement and the Merger and any matter that could reasonably be
expected to facilitate the Merger; and (ii) against approval of any proposal
made in opposition to or competition with
consummation of the Merger and against any merger, consolidation, sale of
assets, reorganization or recapitalization, with any party other than with
Parent and its affiliates, and against any liquidation or winding up of Seller
(each of the foregoing is hereinafter referred to as an "Opposing Proposal").
Stockholder agrees not to take any actions contrary to Stockholder's obligations
under this Agreement.
3. Irrevocable Proxy. Concurrently with the execution of this
Agreement, Stockholder agrees to deliver to Parent a proxy in the form
attached hereto as Exhibit I (the "Proxy"), which shall be irrevocable to the
extent provided under the Delaware General Corporation Law, with respect to
the total number of shares of capital stock of Seller beneficially owned (as
such term is defined in Rule 13d-3 under the Exchange Act) by Stockholder set
forth therein.
4. Representations, Warranties and Covenants of the Stockholder.
Stockholder hereby represents, warrants and covenants to Parent as follows:
4.1. Ownership of Shares. Stockholder (i) is and will be at
the time of the action of the stockholders of Seller on the Merger the
beneficial owner of the Shares and the Subject Shares, which at the date
hereof and at all times up until the Expiration Date will be free and clear
of any liens, claims, options, charges or other encumbrances; (ii) does not
beneficially own any shares of capital stock of Seller other than the Shares
(excluding shares as to which Stockholder currently disclaims beneficial
ownership in accordance with applicable law); and (iii) has full power and
authority to make, enter into and carry out the terms of this Agreement and
the Proxy.
4.2. No Proxy Solicitations. Stockholder will not, and will
not permit any entity under Stockholder's control to: (i) solicit proxies or
become a "participant" in a "solicitation" (as such terms are defined in
Regulation 14A under the Exchange Act) with respect to an Opposing Proposal
or otherwise encourage or assist any party in taking or planning any action
that would compete with, restrain or otherwise serve to interfere with or
inhibit the timely consummation of the Merger in accordance with the terms of
the Merger Agreement; (ii) initiate a stockholders' vote or action by consent
of stockholders of Seller with respect to an Opposing Proposal; or (iii)
become a member of a "group" (as such term is used in Section 13(d) of the
Exchange Act) with respect to any voting securities of Seller that takes any
action in support of an Opposing Proposal.
5. No Limitation on Discretion as Director. This Agreement is
intended solely to apply to the exercise by Stockholder in his or her
individual capacity of rights attaching to ownership of the Subject Shares,
and nothing herein shall be deemed to apply to, or to limit in any manner the
discretion of Stockholder with respect to, any action which may be taken or
omitted by him or her acting in his or her fiduciary capacity as a director
of Seller.
6. Additional Documents. Stockholder hereby covenants and agrees to
execute and deliver any additional documents necessary or desirable, in the
reasonable opinion of Parent or Stockholder, as the case may be, to carry out
the intent of this Agreement.
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7. Consent and Waiver. Stockholder hereby gives any consents or
waivers that are reasonably required for the consummation of the Merger under
the terms of any agreements to which Stockholder is a party or pursuant to
any rights Stockholder may have.
8. Termination. This Agreement shall terminate and shall have no
further force or effect as of the Expiration Date.
9. Miscellaneous.
9.1. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, then the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
9.2. Binding Effect and Assignment. This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but,
except as otherwise specifically provided herein, neither this Agreement nor
any of the rights, interests or obligations of the parties hereto may be
assigned by either party without prior written consent of the other.
9.3. Amendments and Modification. This Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.
9.4. Specific Performance; Injunctive Relief. The parties
hereto acknowledge that Parent will be irreparably harmed and that there will
be no adequate remedy at law for a violation of any of the covenants or
agreements of Stockholder set forth herein. Therefore, it is agreed that, in
addition to any other remedies that may be available to Parent upon any such
violation, Parent shall have the right to enforce such covenants and
agreements by specific performance, injunctive relief or by any other means
available to Parent at law or in equity.
9.5. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or facsimile, or sent by mail (registered or
certified mail, postage prepaid, return receipt requested) or overnight
courier (prepaid) to the respective parties as follows:
(a) if to Parent, to:
Peptide Therapeutics Group plc
000 Xxxxxxxxx Xxxxxxx Xxxx:
Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx XX0 0XX
Attn: Xxxx X. Xxxxx
Telephone: 000-00-0000-000-000
Facsimile: 011-44-1223-423-341
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with a copy to:
Xxxxxx & Dodge LLP
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(b) if to the Stockholder:
To the address for notice set forth on the last page hereof.
with a copy to:
Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxx X. Xxxxxxxx, Xx., Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
9.6. Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the
Commonwealth of Massachusetts.
9.7. Entire Agreement. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matter.
9.8. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
9.9. Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction of interpretation of
this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Stockholder Voting
Agreement to be duly executed on the date and year first above written.
PEPTIDE THERAPEUTICS GROUP PLC
By:
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Name:
----------------------------
Title:
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STOCKHOLDER:
By:
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Stockholder's Address for Notice:
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Shares beneficially owned:
shares of Common Stock
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Shares subject to outstanding options:
shares of Common Stock
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[Signature Page to Stockholder Voting Agreement]
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