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EXHIBIT C
VOTING AGREEMENT
VOTING AGREEMENT, made at New York, New York as of July 3, 1997, among
LANXIDE CORPORATION, a Delaware corporation (the "Company"), the stockholders of
the Company listed on Schedule A annexed hereto (the "Stockholders"), and
BENTLEY X. XXXX, XXXX X. XXXXXXXXX, XXXXX XXXXXXXX, XXXXXXX XXXXX and XXXXXXX
XXXXXXX (collectively, in their capacities as such hereunder, the
"Proxyholder");
W I T N E S S E T H:
WHEREAS, in furtherance of the transactions contemplated by that
certain Securities Purchase Agreement dated July 3, 1997 by and between the
Company and Commodore Environmental Services, Inc. ("Commodore"), the
Stockholders have agreed to grant to the Proxyholder an irrevocable proxy
through December 31, 1998 in respect of voting of (i) all of their respective
shares of voting stock of the Company which is set forth on Schedule A hereto,
and (ii) any additional shares of voting stock of the Company acquired by the
Stockholders following the date hereof and prior to December 31, 1998
(collectively, the "Shares"), in accordance with the terms and conditions of
this Agreement; and
WHEREAS, the Stockholders have agreed upon the composition of the
Proxyholder and upon the form of this Agreement; and
WHEREAS, the Proxyholder has consented to act under this Agreement for
the purposes herein provided;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Agreement. Copies of this Agreement, and of every agreement
supplemental hereto or amendatory hereof, shall be filed in the principal office
of the Company in Newark, Delaware and shall be open to the inspection of any
stockholder of the Company, daily during business hours.
2. Grant of Proxies to Proxyholder.
(a) Simultaneous with the execution and delivery of this
Agreement, each of the Stockholders is executing and delivering to and in favor
of the Proxyholder an irrevocable proxy in respect of such Stockholder's Shares,
in the form of Exhibit A annexed hereto; it being expressly understood and
agreed that such proxy shall apply to (i) those Shares owned by such Stockholder
as set forth on Schedule A annexed hereto, and (ii) any and all additional
Shares which such Stockholder may hereafter acquire while such proxy shall be in
effect.
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Notwithstanding the foregoing, with respect only to Xxxx X. Xxxxxxx, this
Agreement and such proxy shall be limited to those Shares owned of record by
such person and listed on Schedule A annexed hereto. Each such proxy shall be
irrevocable until December 31, 1998, and if any of such proxies shall,
subsequent to December 31, 1998, be revoked or terminated, then all of such
proxies shall, simultaneous therewith, be deemed to be revoked and terminated.
(b) So long as any proxy granted hereunder shall remain in
effect in accordance herewith, such proxy shall be binding upon any person(s)
who acquires any interest in any of the Shares which at any time are subject to
such proxy.
3. Manner of Voting.
With respect to all voting of Shares, and/or any written
consents granted in lieu of formal voting, the Proxyholder shall vote or give
consent in accordance with the direction of a majority of the members of the
Proxyholder as determined (i) at a meeting of such members duly called upon not
less than two (2) days' prior notice setting forth (to the extent known to the
person(s) giving such notice) the specific matters to be voted upon (at which
meeting any member or members of the Proxyholder may participate by conference
telephone call), or (ii) by written direction signed by a majority of the
members of the Proxyholder. In all such voting, the members of the Proxyholder
are hereby authorized to exercise their own judgment on all matters to be voted
upon, and none of such members shall have any personal liability to any
Stockholder by reason of the manner in which such member authorizes the voting
of any shares hereunder.
4. Proxyholder.
(a) Any member of the Proxyholder may at any time resign by
mailing to the Stockholders (with a copy to Commodore and to all other members
of the Proxyholder) a written resignation, to take effect ten days thereafter or
upon the prior acceptance thereof. Furthermore, each of the Stockholders, the
Company, and each member of the Proxyholder hereby agrees that any member of the
Proxyholder may be removed at any time at the direction of the Board of
Directors of Commodore, which Board of Directors shall have the right to
designate the successor to any such member so removed. Upon the resignation,
death or permanent disability of any member of the Proxyholder, the Board of
Directors of Commodore shall promptly designate a successor member, but pending
such designation, the Proxyholder may continue to act hereunder by action of the
remaining members of the Proxyholder in accordance with paragraph 3 above.
(b) The rights, powers, and privileges of any successor
individual(s) constituting a part of the Proxyholder hereunder shall be
possessed by such successor with the same effect as though such successor had
originally been a party to this Agreement. The word "Proxyholder," as used in
this Agreement, means the initial Proxyholder named herein and each group of
persons acting from time to time as the Proxyholder hereunder.
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5. Term. This Agreement shall continue in effect until December
31, 1998, and shall continue thereafter unless and until any of the proxies
granted hereunder is revoked or terminated as provided in paragraph 2(a) above.
6. Compensation and Reimbursement of Proxyholder. The Proxyholder
shall serve without compensation. The Proxyholder shall have the right to incur
and pay such reasonable expenses and charges, and to employ and pay such agents
and attorneys as they may deem necessary and proper for carrying this Agreement
into effect, and shall be reimbursed therefor by the Company. Nothing herein
contained shall disqualify or incapacitate any member of the Proxyholder from
serving the Company or any of its subsidiaries as an officer of director or in
any other capacity, or from receiving compensation in any such capacity.
7. Notices.
(a) Unless otherwise in this Agreement specifically provided,
any notice or delivery to or communication with the Stockholders hereunder shall
be deemed to be sufficiently given or made if sent by postpaid first class mail
or recognized overnight courier service addressed to such Stockholders at their
respective addresses appearing on the transfer books of the Company. Every
notice so given shall be effective, whether or not received, and the date of
mailing or transmittal shall be the date such notice is deemed given for all
purposes.
(b) Any notice to the Proxyholder hereunder shall be given in
like manner to the Proxyholder at c/o Bentley X. Xxxx, 000 Xxxx 00xx Xxxxxx,
Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 or to such other address as may from time
to time be provided by notice from the Proxyholder to the Stockholders.
8. General.
(a) Neither this Agreement nor any of the terms or conditions
hereof may be waived, amended or modified except by means of a written
instrument duly executed by the party to be charged therewith. Any waiver or
amendment shall only be applicable in the specific instance, and shall not
constitute or be construed as a waiver or amendment in any other or subsequent
instance. No failure or delay on the part of any party in respect of any
enforcement of obligations hereunder shall in any manner affect such party's
right to seek or effect enforcement at any other time or in respect of any other
required performance.
(b) Neither this Agreement nor any rights or obligations
hereunder may be assigned by any party except as expressly provided herein.
(c) The captions and paragraph headings used in this Agreement
are for convenience of reference only, and shall not affect the construction or
interpretation of this Agreement or any of the provisions hereof.
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(d) This Agreement, and all matters or disputes relating to
the validity, construction, performance or enforcement hereof, shall be
governed, construed and controlled by and under the laws of the State of
Delaware.
(e) This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, personal representatives, successors and permitted assigns.
(f) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original hereof, but all of
which together shall constitute one and the same instrument.
(g) This Agreement constitutes the sole and entire agreement
and understanding between the parties hereto as to the subject matter hereof,
and supersedes all prior discussions, agreements and understandings of every
kind and nature between them as to such subject matter.
(h) This Agreement is intended for the sole and exclusive
benefit of the parties hereto and their respective heirs, executors,
administrators, personal representatives, successors and permitted assigns, and
no other person or entity shall have any right to rely on this Agreement or to
claim or derive any benefit herefrom absent the express written consent of the
party to be charged with such reliance or benefit.
(i) If any provision of this Agreement is held invalid or
unenforceable, either in its entirety or by virtue of its scope or application
to given circumstances, such provision shall thereupon be deemed modified only
to the extent necessary to render same valid, or not applicable to given
circumstances, or excised from this Agreement, as the situation may require; and
this Agreement shall be construed and enforced as if such provision had been
included herein as so modified in scope or application, or had not been included
herein, as the case may be.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of this 3rd day of July 1997.
LANXIDE CORPORATION
By:/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, President
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STOCKHOLDERS:
/s/ Bentley X. Xxxx
-----------------------------------
Bentley X. Xxxx
/s/ Xxxxx Xxxxx
-----------------------------------
Xxxxx Xxxxx
/s/ Xxxxxx Xxxx
-----------------------------------
Xxxxxx Xxxx
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxxxx
/s/ Xxxx X. Xxxxxxxxx
-----------------------------------
Xxxx X. Xxxxxxxxx
/s/ Xxxx X. Xxxxxxx
-----------------------------------
Xxxx X. Xxxxxxx
/s/ Xxx Xxxx Xxxxxxxxx
-----------------------------------
Xxx Xxxx Xxxxxxxxx
PROXYHOLDER:
/s/ Bentley X. Xxxx
-----------------------------------
Bentley X. Xxxx
/s/ Xxxx X. Xxxxxxxxx
-----------------------------------
Xxxx X. Xxxxxxxxx
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/s/ Xxxxx Xxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxx
-----------------------------------
Xxxxxxx Xxxxx
/s/ Xxxxxxx Xxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxx
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SCHEDULE A
Stockholder Shares Now Owned
----------- ----------------
Bentley X. Xxxx 540,370
Xxxxx Xxxxx 34,216
Xxxxxx Xxxx 27,000
Xxxxxxx Xxxxxxxxx 13,890
Xxxx X. Xxxxxxxxx 13,890
Xxxx X. Xxxxxxx 33,000
Xxx Xxxx Xxxxxxxxx 1,963
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TOTAL 664,329
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EXHIBIT A
PROXY
The undersigned hereby constitutes and appoints Bentley X. Xxxx, Xxxx
X. Xxxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, as Proxyholder
under that certain Voting Agreement dated as of July 3, 1997 (the "Voting
Agreement"), with full power of substitution as provided in such Voting
Agreement, proxy for the undersigned to vote and/or grant consents with respect
to all shares of the voting capital stock of Lanxide Corporation owned of record
on the date hereof and/or hereafter acquired by the undersigned from time to
time, all according to the number of votes that the undersigned could cast and
with all powers that the undersigned would have if then voting or granting a
stockholder's consent personally, with respect to the election of directors
and/or any and all other matters of business submitted for the vote or consent
of stockholders of Lanxide Corporation.
Pursuant to the Voting Agreement, this proxy is coupled with an
interest and shall be irrevocable through December 31, 1998, and shall be
binding upon any person acquiring any interest in any voting stock of Lanxide
Corporation at any time owned by the undersigned while this proxy remains in
effect.
Dated: July 3, 1997
_________________________________
Printed Name:____________________
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