VOTING AND SUPPORT AGREEMENT
Exhibit 99.2
[EXECUTION COPY]
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 22, 2006, by
and among MMC Precision Holdings Corp., a Delaware corporation (“Parent”), MMC Precision
Merger Corp., a Georgia corporation (“Sub”), and Xxxxxxx X. Xxxxxx, an individual
(“Shareholder”).
relating thereto so as to ensure that it is duly counted, including for purposes of
determining that a quorum is present and for purposes of recording the results of such vote (or
consent).
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any Company Takeover Proposal or sent or provided by Shareholder to any third party in
connection with any Company Takeover Proposal.
2. Representations and Warranties of Shareholder. Shareholder hereby represents and
warrants to Parent and Sub as follows:
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clear of any proxy, voting restriction, adverse claim or other Lien (other than (i) as set
forth in that certain Shareholders Agreement, dated as of October 20, 1997, by and between
Shareholder and the other shareholders of the Company party thereto, as amended by that certain
First Amendment to Shareholders Agreement dated as of August 11, 1999 and that certain Second
Amendment to Shareholders Agreement dated as of August 27, 2003 (the “Shareholders
Agreement”), (ii) for restrictions in favor of Parent and Sub pursuant to this Agreement, (iii)
as set forth in the Contribution Agreement, and (iv) for such transfer restrictions of general
applicability as may be provided under the Securities Act and the “blue sky” laws of the various
States of the United States). Without limiting the foregoing, except (i) as set forth in the
Shareholders Agreement, (ii) for restrictions in favor of Parent and Sub pursuant to this
Agreement, (iii) as set forth in the Contribution Agreement, and (iv) for such transfer
restrictions of general applicability as may be provided under the Securities Act and the “blue
sky” laws of the various States of the United States, Shareholder has sole voting power and sole
power of disposition with respect to all Shareholder Shares, with no restrictions on Shareholder’s
rights of voting or disposition pertaining thereto and no person other than Shareholder has any
right to direct or approve the voting or disposition of any Shareholder Shares. As of the date
hereof, Shareholder does not own, beneficially or of record and except for any options held by the
Shareholder to acquire any shares of Class A Common Stock of the Company (it being understood that
the Class A Common Stock issued to Shareholder upon the exercise of such options would constitute
additional Shareholder Shares hereunder), any securities of the Company other than (i)
1,253,990 shares of Class A Common Stock and 100,000 shares of Class B Common Stock, which are owned
beneficially and of record by Shareholder and collectively constitute the Shareholder Shares, (ii)
897,906 shares of Class A Common Stock, for which Shareholder holds a proxy pursuant to that certain
Voting Agreement, dated as of January 20, 1998, by and among Shareholder and certain other
shareholders of the Company party thereto (the “Voting Agreement”), it being understood
that Shareholder has released the grantors of such proxies from such proxies with respect to the
vote on the Merger and the Transactions and that such shares do not constitute Shareholder Shares,
and (iii) 1,021,678 shares of Class A Common Stock for which Shareholder holds a valid and
enforceable proxy to vote such Class A Common Stock pursuant to the Shareholders Agreement, but
which proxy does not extend to the power to vote such shares in favor of the Merger or the
Transactions and which do not constitute Shareholder Shares (items (ii) and (iii), the
“Excluded Shares”).
3. Termination. This Agreement shall terminate on the first to occur of (a) the
termination of the Merger Agreement in accordance with its terms and (b) the Effective Time.
Notwithstanding the foregoing, (i) nothing herein shall relieve any party from liability for fraud
or any willful breach of this Agreement and (ii) the provisions of this Section 3 and
Section 4 shall survive any termination of this Agreement.
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4. Miscellaneous.
(d) Definition of “Beneficial Ownership”. For purposes of this Agreement, “beneficial
ownership” with respect to (or to “own beneficially”) any securities shall mean having “beneficial
ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act),
including pursuant to any agreement, arrangement or understanding, whether or not in writing.
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if to Parent or Sub, to: | ||||||
x/x Xxxxxx Private Equity Partners LLC | ||||||
000 Xxxxxxxx Xxxxx, Xxxxx 0000 | ||||||
Xxxxxx, Xxxxx 00000 | ||||||
Attention: | Xxxxxxx X. XxXxx | |||||
Xxxxxxx X. Xxxxx | ||||||
Facsimile: | (000) 000-0000 | |||||
Email: | xxxxxx@xxxxxxxxx.xxx | |||||
xxxxxx@xxxxxxxxx.xxx | ||||||
with a copy to: | ||||||
Weil, Gotshal & Xxxxxx LLP | ||||||
000 Xxxxxxxx Xxxxx, Xxxxx 000 | ||||||
Xxxxxx, Xxxxx 00000 | ||||||
Attention: | Xxxxxxx X. Xxxx | |||||
Facsimile: | (000) 000-0000 | |||||
Email: | xxxxxxx.xxxx@xxxx.xxx | |||||
if to Shareholder, to: | ||||||
Xxxxxxx X. Xxxxxx | ||||||
with a copy (which shall not constitute notice to Shareholder) to: | ||||||
Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx LLP | ||||||
Hearst Tower, 47th Floor | ||||||
000 X. Xxxxx Xxxxxx | ||||||
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 | ||||||
Attention: | Xxxx X. Xxxxx | |||||
Fax: | (000) 000-0000 |
or such other address or facsimile number as such party may hereafter specify for the purpose by
notice to the other parties hereto. All such notices, requests and other communications shall be
deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the
place of receipt and such day is a business day in the place of receipt. Otherwise, any such
notice, request or communication shall be deemed not to have been received until the next
succeeding business day in the place of receipt.
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and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provision of this Agreement.
(i) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES
OF CONFLICTS OF LAWS THEREOF, EXCEPT TO THE EXTENT THE PROVISIONS OF THE GBCC ARE APPLICABLE.
(ii) THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE
PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE
OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION
OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND
PROVISIONS OF THIS AGREEMENT IN ANY NEW YORK STATE COURT OR ANY FEDERAL COURT LOCATED IN THE STATE
OF NEW YORK, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN
EQUITY. IN ADDITION, EACH OF THE PARTIES HERETO (A) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL
JURISDICTION OF ANY NEW YORK STATE COURT OR ANY FEDERAL COURT LOCATED IN THE STATE OF NEW YORK IN
THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY TRANSACTION, (B) AGREES THAT IT WILL NOT
ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY
SUCH COURT, AND (C) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION RELATED TO OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION.
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MMC PRECISION HOLDINGS CORP. |
||||
By: | ||||
Name: | ||||
Title: | ||||
MMC PRECISION MERGER CORP. |
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By: | ||||
Name: | ||||
Title: | ||||
Xxxxxxx X. Xxxxxx | ||||
SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT