21301/003/13D/XXXXX/VOT-AGT.ED
VOTING AGREEMENT
AGREEMENT, dated as of November 14, 2000 among Verizon Wireless Inc.,
a Delaware corporation ("Acquiror") and each of the Persons listed on the
signature pages hereof (each, a "Stockholder").
WHEREAS, in order to induce Acquiror to enter into the Transaction
Agreement dated as of the date hereof (the "Transaction Agreement") with Price
Communications Corporation, a New York corporation, Price Communications
Cellular Inc., a Delaware corporation, Price Communications Cellular Holdings,
Inc., a Delaware corporation (collectively, the "Sellers"), Price
Communications Wireless, Inc., a Delaware corporation (the "Company"), Acquiror
has requested each Stockholder, and each Stockholder has agreed, to enter into
this Agreement with respect to all shares of capital stock of any Seller or of
the Company that such Stockholder may beneficially own on the date hereof or
hereafter acquire or otherwise be entitled to vote at the time of any vote to
approve and adopt the Transaction Agreement, the Merger and all other
Contemplated Transactions (collectively, the "Shares").
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
GRANT OF PROXY AND VOTING AGREEMENT
SECTION 1.01. Voting Agreement. Each Stockholder hereby agrees to vote
all Shares that such Stockholder is entitled to vote at the time of any vote to
approve and adopt the Transaction Agreement, the Merger and all other
Contemplated Transactions and all agreements and any actions related to any of
the Contemplated Transactions at any meeting of the stockholders of the Company
or any Seller, as applicable, and at any adjournment thereof, at which such
Transaction Agreement and other related agreements (or any amended version
thereof), or the Merger or any other Contemplated Transaction, or such other
actions, are submitted for the consideration and vote of the stockholders of
the Company or any Seller, as applicable. Each Stockholder hereby agrees that
it will not vote any Shares in favor of (other than an Alternative Agreement
entered into in accordance with the Transaction Agreement and matters relating
to, or in connection with the Alternative Agreement) the approval of any (i)
Acquisition Proposal, (ii) action or set of actions which, if consummated,
would constitute a Change of Control, (iii) reorganization, recapitalization,
liquidation or winding up of the Company or any other extraordinary transaction
involving the Company, (iv) corporate action the consummation of which would
frustrate the purposes, or
prevent or delay the consummation, of the transactions contemplated by the
Transaction Agreement or (v) other matter relating to, or in connection with,
any of the foregoing matters.
SECTION 1.02. Irrevocable Proxy. Each Stockholder hereby revokes any
and all previous proxies granted with respect to its Shares. By entering into
this Agreement, each Stockholder hereby grants a proxy appointing Acquiror as
such Stockholder's attorney-in-fact and proxy, with full power of substitution,
for and in such Stockholder' name, to vote, express, consent or dissent, or
otherwise to utilize such voting power in the manner provided by Section 1.01
above with respect to all the Shares of such Stockholder. The proxy granted by
each Stockholder pursuant to this Article 1 is irrevocable and is granted in
consideration of Acquiror entering into this Agreement and the Transaction
Agreement and incurring certain related fees and expenses. The proxy granted by
each Stockholder pursuant hereto shall be revoked upon termination of this
Agreement in accordance with its terms.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER
Each Stockholder, severally and not jointly, represents and warrants
to Acquiror that:
SECTION 2.01. Authorization; Enforceability. If such Stockholder is
not a natural Person, the execution, delivery and performance by such
Stockholder of this Agreement and the consummation by such Stockholder of the
transactions contemplated hereby are within the powers of such Stockholder.
This Agreement constitutes a valid and binding Agreement of such Stockholder.
If such Stockholder is executing this Agreement in a representative or
fiduciary capacity, the Person signing this Agreement has full power and
authority to enter into and perform this Agreement. If such Stockholder is a
natural Person, the Shares beneficially owned by such Stockholder do not
constitute marital property under applicable laws, or if such Shares constitute
marital property, the consent of such Shareholder's spouse is not required for
the execution and delivery of this Agreement or the performance by such
Stockholder of the obligations of the Stockholder hereunder. If this Agreement
is being executed in a representative or fiduciary capacity, the Person signing
this Agreement has full power and authority to enter into and perform this
Agreement.
SECTION 2.02. Non-Contravention. The execution, delivery and
performance by each Stockholder of this Agreement and the consummation of the
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transactions contemplated hereby do not and will not (i) if such Stockholder is
not a natural Person, violate the certificate of incorporation or bylaws or
other constituent documents of such Stockholder, (ii) violate any applicable
law, rule, regulation, judgment, injunction, order or decree, (iii) require any
consent or other action by any Person under, constitute a default under, or
give rise to any right of termination, cancellation or acceleration or to a
loss of any benefit to which such Stockholder are entitled under any provision
of any agreement or other instrument binding on such Stockholder or (iv) result
in the imposition of any Lien on any assets of such Stockholder.
SECTION 2.03. Ownership of Shares. Such Stockholder is the record and
beneficial owners of the Shares set forth on the page immediately following the
signature pages hereof opposite such Stockholder's name, free and clear of any
Lien and any other limitation or restriction (including any restriction on the
right to vote or otherwise dispose of the Shares).
SECTION 2.04. Total Shares. Except for the Shares set forth on the
signature page hereto, such Stockholder does not beneficially own or otherwise
have the right to vote any (i) shares of capital stock or voting securities of
the Company, (ii) securities of the Company convertible into or exchangeable
for shares of capital stock or voting securities of the Company or (iii)
options or other rights to acquire from the Company any capital stock, voting
securities or securities convertible into or exchangeable for capital stock or
voting securities of the Company.
SECTION 2.05. Finder's Fees. Subject to and by complying with Section
6.18 of the Transaction Agreement, no investment banker, broker, finder or
other intermediary is entitled to a fee or commission from any of the Sellers
in respect of this Agreement based upon any arrangement or agreement made by or
on behalf of such Stockholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF ACQUIROR
Acquiror represents and warrants to each Stockholder that:
SECTION 3.01. Corporate Authorization. The execution, delivery and
performance by Acquiror of this Agreement and the consummation by Acquiror of
the transactions contemplated hereby are within the corporate powers of
Acquiror and have been duly authorized by all necessary corporate action. This
Agreement constitutes a valid and binding Agreement of Acquiror.
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ARTICLE 4
COVENANTS OF EACH STOCKHOLDER
Each Stockholder, severally and not jointly, hereby covenants and
agrees that:
SECTION 4.01. No Proxies for or Encumbrances on Shares. Except
pursuant to the terms of this Agreement and except that Xxx Xxxxxxxx may
transfer up to 3,000 shares of Price Communications Corporation in bona fide
gifts, such Stockholder shall not, without the prior written consent of
Acquiror, directly or indirectly, (i) grant any proxies or enter into any
voting trust or other agreement or arrangement with respect to the voting of
any Shares (other than the Proxy Agreement) or (ii) sell, assign, transfer,
encumber or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect sale,
assignment, transfer, encumbrance or other disposition of, any Shares during
the term of this Agreement. Such Stockholder shall not seek or solicit any such
acquisition or sale, assignment, transfer, encumbrance or other disposition or
any such contract, option or other arrangement or understanding and agree to
notify Acquiror promptly, and to provide all details requested by Acquiror, if
such Stockholder shall be approached or solicited, directly or indirectly, by
any Person with respect to any of the foregoing.
SECTION 4.02. Other Offers. Except as permitted by the Transaction
Agreement, except with respect to the Florida Business if the Acquiror fails to
make the Florida Election prior to January 31, 2001, and the Price
Corporations' interest in the North Carolina 15 RSA A-Side cellular market,
each of the Price Corporations and the Company will not, and will not permit
their officers, directors, Affiliates, related entities, agents or
representatives to (i) solicit, initiate, knowingly encourage, conduct or
engage in any substantive discussions, or enter into any agreement or
understanding with any other person or entity regarding (a) the transfer,
directly or indirectly, of any of the capital stock of any of the Price
Corporations or the Company, any material portion of the assets of any of the
Price Corporations, the Company or the Business which would reasonably
anticipated in the case of Price Parent to result in a Change of Control (other
than an event that is a Change of Control solely by reason of subparagraph (i)
of the definition of "Change of Control"), (b) any investment by any other
person or entity in capital stock of any of the Price Corporations, the Company
or the Business (other than in the case of Price Parent, such investments which
will not, or are reasonably likely not to constitute a Change of Control (other
than an event that is a Change of Control solely by reason of subparagraph (i)
of the definition of "Change of Control")), or (c) any joint venture relating
to the Business or other similar transaction involving any of the Price
Corporations, the Company or the
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Business; or (ii) disclose any nonpublic information relating to any of the
Price Corporations, the Company or the Business, or afford access to the
properties, books or records of any of the Price Corporations or the Company
that relate, in whole or in part, to the Business, to any other person or
entity that may be considering acquiring or has acquired an interest in any of
the Price Corporations, the Company or the Business or engaging in any
transaction of the type described in clause (i) above. Any party hereto
becoming aware of any inquiry or request by another person or entity with
respect to any such transfer or disclosure shall promptly notify Acquiror of
such inquiry, indicate the identity of the offeror and the terms and conditions
of any proposals or offers or the nature of any inquiries or contacts, and
thereafter keep Acquiror informed, on a current basis, of the status and terms
of any such proposals or offers and the status of any such inquiries or
contacts. None of the Price Corporations of the Company shall release any third
party from, or waive any provision of, any confidentiality or standstill
agreement to which any of the Price Corporations or the Company is a party if
the agreement relates, in whole or in part, to the Business.
SECTION 4.03. Appraisal Rights. Each Stockholder agrees not to
exercise any rights (including, without limitation, under Section 910 of the
Business Corporation Law of the State of New York and under Section 262 of the
General Corporation Law of the State of Delaware) to demand appraisal of any
Shares which may arise with respect to the Merger.
ARTICLE 5
MISCELLANEOUS
SECTION 5.01. Further Assurances. Acquiror and each Stockholder will
each execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use their best efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things necessary, proper
or advisable under applicable laws and regulations, to consummate and make
effective the transactions contemplated by this Agreement; provided that this
Section 5.01 shall in no way limit, restrict or restrain the ability of each
Stockholder to exercise its fiduciary duties as a director or officer of any of
the Sellers, so long as each Stockholder acts in accordance with Section 8.09
of the Transaction Agreement.
SECTION 5.02. Amendments; Termination. Any provision of this
Agreement may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed, in the case of an amendment, by each party to this
Agreement or in the case of a waiver, by the party against whom the waiver is to
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be effective. This Agreement shall terminate on the date of termination of the
Transaction Agreement in accordance with its terms.
SECTION 5.03. Expenses. Except as otherwise provided in the
Transaction Agreement, all costs and expenses incurred in connection with this
Agreement shall be paid by the party incurring such cost or expense.
SECTION 5.04. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other parties hereto, except that Acquiror
may transfer or assign its rights and obligations, in whole or from time to
time in part, to any one or more of its Affiliates.
SECTION 5.05. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York.
SECTION 5.06. Counterparts; Effectiveness. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received counterparts hereof signed by all of the other parties hereto.
SECTION 5.07. Severability. If any term, provision or covenant of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions and
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
SECTION 5.08. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
SECTION 5.09. Subsidiaries. Each Stockholder that holds any capital
stock or other equity interests of any other Stockholder agrees to vote all
such capital stock or other equity interests, and to take all other actions
that may be necessary or desirable, in order to cause such other Stockholder to
comply with the provisions of this Agreement; provided that this Section 5.09
shall in no way limit, restrict or restrain the ability of each Stockholder to
exercise its fiduciary
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duties as a director or officer of any of the Sellers, so long as each
Stockholder acts in accordance with Section 8.09 of the Transaction Agreement.
SECTION 5.10. Cooperation. Xxxxxx Xxxxx agrees to use his reasonably
best efforts to facilitate the appointment of Xxxxxx Xxxxx as guardian of the
property of his minor children and the appointment of Xxxxxx Xxxxxxx as
guardian of the property of her minor children and not to contest or challenge
the authority of Xxxxxx Xxxxx or Xxxxxx Xxxxxxx in such capacity.
SECTION 5.11. Capitalized Terms. Capitalized terms used but not
defined herein shall have the respective meanings set forth in the Transaction
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.
ACQUIROR:
VERIZON WIRELESS INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief
Executive Officer
STOCKHOLDERS:
XXXXXX XXXXX
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title:
XXX XXXXXXXX
By: /s/ Xxx Xxxxxxxx
--------------------------------
Name: Xxx Xxxxxxxx
Title:
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Names of Stockholder Class of Stock Shares Owned or Entitled to Vote
-------------------- -------------- --------------------------------
Xxxxxx Xxxxx Common 6,203,100
Xxx Xxxxxxxx Common 379,889
