EXHIBIT N
VOTING AGREEMENT
VOTING AGREEMENT dated as of June 22, 1998, by and between Cornerstone
Properties Inc. (the "Company"), a Nevada corporation, Xxxxxxx Xxxxxx &
Associates, a California corporation ("WW&A"), Stichting Pensioenfonds voor de
Gezondheid, Geestelijke en Maatschappelijke Belangen, a stichting formed
according to the laws of the Kingdom of The Netherlands ("PGGM") and Dutch
Institutional Holding Company, Inc. ("DIHC" and together with PGGM, the
"Shareholder").
WHEREAS, PGGM is the beneficial owner of 27,458,750 shares of common stock,
without par value (the "Common Stock"), of the Company and DIHC is the
beneficial owner of 6,726,750 shares of Common Stock of the Company;
WHEREAS, the Company, Cornerstone Properties Limited Partnership, a
Delaware limited partnership (the "OP"), and WW&A, and certain affiliated
partnerships have entered into a Contribution Agreement and Agreement and Plan
of Merger (the "Contribution Agreement"), dated as of the date hereof, which
provides for, among other things, (i) the merger of WW&A with and into the
Company (the "Merger"), and (ii) the issuance of shares of Common Stock and
units of limited partnership interest in the OP; any terms used but not defined
herein which are defined in the Contribution Agreement shall have the meanings
set forth in the Contribution Agreement;
WHEREAS, PGGM hereby agrees to vote the 27,458,750 shares of Common Stock
owned by PGGM as of the date hereof and any shares acquired by PGGM after the
date hereof (the "PGGM Shares") as provided in this Agreement;
WHEREAS, DIHC hereby agrees to vote the 6,726,750 shares of Common Stock
owned by DIHC as of the date hereof and any shares acquired by DIHC after the
date hereof (the "DIHC Shares" and together with the PGGM Shares, the "Shares")
as provided in this Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereby agree as follows:
1. AGREEMENT TO VOTE. At such time as the Company conducts a meeting of,
solicits written consents from or otherwise seeks a vote of its shareholders for
the purpose of approving the transactions contemplated by the Contribution
Agreement, including the Merger, Shareholder agrees to vote all of the Shares in
favor of the transactions contemplated by the Contribution Agreement, including
the Merger, and all other actions necessary or desirable for the consummation of
the transactions contemplated by the Contribution Agreement, including the
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Merger. If the Company or any other Person conducts a meeting of, solicits
written consents from or otherwise seeks a vote of the Company's shareholders
with respect to any transaction or any other matter which may contradict any
provision of this Agreement or the Contribution Agreement or may make it more
difficult or less desirable for the Company to consummate the transactions
contemplated by the Contribution Agreement, then Shareholder further agrees to
vote the Shares in the manner most favorable to consummation of the transactions
contemplated by the Contribution Agreement. Shareholder will retain at all
times the right to vote the Shares, in Shareholder's sole discretion, on all
matters other than those set forth in this Section 1 which are at any time or
from time to time presented for a vote to the Company's shareholders generally.
2. STANDSTILL.
(a) From the date hereof until the closing of the transactions
contemplated by the Contribution Agreement, Shareholder shall not:
(i) directly or indirectly propose to the Company or any person a
Business Combination (as hereinafter defined);
(ii) make, or in any way participate, directly or indirectly, in
any "solicitation" of "proxies" to vote (as such terms are
used in the rules promulgated by the Securities and Exchange
Commission under Section 14(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) or seek to advise,
encourage or influence any person or entity with respect to
the voting of any shares of capital stock of the Company,
initiate, propose or otherwise solicit shareholders of the
Company for the approval of one or more shareholder proposals
or induce or attempt to induce any other person to initiate
any shareholder proposal; or
(iii) deposit any equity securities of the Company into a voting
trust or subject any equity securities to any arrangement or
agreement with respect to the voting of such securities or
form, join or in any way participate in a "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) with respect
to any equity securities, except as contemplated by this
Agreement and the Post Closing Voting Agreement referred to in
the Contribution Agreement.
(b)"BUSINESS COMBINATION" means any one of the following transactions:
(i) Any merger or consolidation of the Company or any subsidiary
thereof with any other person (other than the Company);
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(ii) Any sale, lease, exchange, mortgage, pledge, transfer or other
disposition by the Company (in one transaction or a series of
transactions) to or with any person of all or a substantial
portion of the assets of the Company and its subsidiaries
taken as a whole;
(iii) The adoption of any plan or proposal for the liquidation or
dissolution of the Company proposed by or on behalf of
Shareholder; or
(iv) Any reclassification of securities (including any reverse
stock split), recapitalization of the Company, or any merger
or consolidation of the Company with any subsidiary thereof or
any other transaction to which the Company is a party which
has the effect, directly or indirectly, of increasing number
of shares of common stock of the Company owned by the
Shareholder or its affiliates (whether or not with or into or
otherwise involving Shareholder or any of its affiliates).
Nothing in this Section 2 shall limit the ability of the directors of
Shareholder to function in their capacities as members of the Board. The
provisions of this Section 2 may be waived by the Company only upon the approval
of a majority of the Board, excluding all directors appointed by PGGM shall not
be applicable to actions approved by the majority of the Board, excluding all
directors appointed by PGGM in circumstances in which such directors are
"interested directors" under Section 78.140 of the Nevada General Corporation
Law.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SHAREHOLDER. Shareholder
represents and warrants to, and agrees with, the Company and WW&A that:
(a) the Shareholder has the requisite power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by Shareholder and
constitutes a valid and legally binding obligation of Shareholder enforceable in
accordance with its terms;
(b) Shareholder is not subject to or obligated under any provisions of (i)
any contract, (ii) any license, franchise or permit or (iii) any law,
regulation, order, judgment or decree that would be breached or violated by the
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby;
(c) no authorization, consent or approval of, or any filing with, any
public body or authority is necessary for the execution and delivery of this
Agreement and consummation by the Shareholder of the transactions contemplated
by this Agreement;
(d) on the date hereof it has, and it will have at all times up to the
termination of this Agreement, the unrestricted power to vote the Shares and
good and marketable
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title to the Shares free and clear of all claims, liens, charges, encumbrances
and security interest;
(e) it will not sell, transfer or otherwise dispose of any of the Shares
unless prior to any such sale, transfer or other disposition, the purchaser or
transferee agrees in writing to be bound by the terms of this Agreement; and
(f) the certificates representing the Shares (the "Certificates") issued
to Shareholder or to a transferee of the Shares shall include a legend (the
"Legend") in substantially the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT
DATED AS OF JUNE __, 1998, BETWEEN THE CORPORATION, THE SHAREHOLDER AND THE
THIRD PARTY NAMED THEREIN, A COMPLETE AND CORRECT COPY OF WHICH IS AVAILABLE FOR
INSPECTION AT THE PRINCIPAL OFFICE OF THE CORPORATION AND WILL BE FURNISHED TO
THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.
Within 30 days of the execution of this Agreement by all parties hereto,
shareholder shall deliver the Certificates to the Company for purposes of
affixing the Legend. The Legend shall be removed upon the termination of this
Agreement pursuant to Section 8 hereof.
3 AMENDMENT. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by all the parties hereto. No party to this Agreement may assign any
of its rights or obligations under this Agreement without the prior written
consent of all the other parties hereto.
4. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same document.
5. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, without regard to the conflict
of laws principles thereof.
6. BINDING EFFECT. This Agreement shall be binding upon, inure to the
benefit of, and be enforceable by the heirs, personal representatives,
successors and permitted assigns of the parties hereto. Nothing expressed or
referred to in this Agreement is
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intended or shall be construed to give any person other than the parties of this
Agreement, or their respective heirs, personal representatives, successors or
permitted assigns, any legal or equitable right, remedy or claim under or in
respect to this Agreement or any provision contained herein.
7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof.
8. TERMINATION. This Agreement shall terminate on the earlier to occur
of (i) December 31, 1998 and (ii) the date upon which the Contribution Agreement
is terminated or the transactions thereunder are consummated.
9. 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, 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.
10. FURTHER ASSURANCES. Shareholder will, upon the request of the
Company, execute and deliver such documents and take such action deemed by the
Company to be necessary or desirable to effectuate the purposes of this
Agreement.
11. REMEDIES. Shareholder agrees that, for any violation of this
Agreement, the Company and WW&A each shall have the option, in addition to any
remedies available at law, of seeking equitable relief in any court of competent
jurisdiction to require that the Shareholder comply with the terms of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
CORNERSTONE PROPERTIES INC.
By: /s/ Xxxx X. Xxxxx
------------------------------
Name: Xxxx X. Xxxxx
Title: Chairman and Chief Executive Officer
XXXXXXX XXXXXX & ASSOCIATES
By: /s/ Xxxxxxx Xxxxxx III
------------------------------
Name: Xxxxxxx Xxxxxx III
Title: President
PGGM
By: /s/ Jan van der Vlist
------------------------------
Name: Jan van der Vlist
Title: Director of Real Estate
By: /s/ Xxxxxx X. van de Puttelaar
--------------------------------
Name: Xxxxxx X. van de Puttelaar
Title: Portfolio Manager Real Estate
DIHC
By: /s/ Xxxxx Xxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
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