VOTING AGREEMENT
Exhibit 99.1
VOTING AGREEMENT, dated as of January 6, 2010 (this “Agreement”), among Global Iron Holdings,
LLC (“Parent”), and the persons and entities listed on Exhibit A hereto (collectively, the
“Shareholders”).
WHEREAS, Parent proposes to enter into an Agreement and Plan of Merger, dated as of the date
hereof (the “Merger Agreement”), by and among Parent, its subsidiary Global Iron Acquisition, LLC
(“Merger Sub”), and Halifax Corporation of Virginia (the “Company”), pursuant to which the Company
would merge with and into Merger Sub (the “Merger”) and the Shareholders and the other shareholders
in the Company would receive in exchange for each share of Company Common Stock, $1.20 in cash;
WHEREAS, as of the date hereof, the Shareholders own (both beneficially and of record) the
shares of Common Stock, par value $0.24 per share, of the Company (“Company Common Stock”) shown on
the attached Exhibit A opposite their name;
WHEREAS, as a condition to the willingness of Parent to enter into the Merger Agreement,
Parent has required that the Shareholders agree, and in order to induce Parent to enter into the
Merger Agreement the Shareholders have agreed, to vote their shares in favor of the Merger and
appoint certain persons affiliated with Parent as their attorney and proxy, in accordance with the
terms of this Agreement, in respect of shares of Company Common Stock owned by the Shareholders
(the “Shares”); and
WHEREAS, the Company’s Board of Directors has been informed of the decision of the
Shareholders to enter into this Agreement and is recommending that the Shareholders approve the
Merger;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as
follows:
ARTICLE I
VOTING AGREEMENT AND PROXY OF THE SHAREHOLDERS
1.1 Voting of the Shares. Each Shareholder hereby agrees that during the
period commencing on the date hereof (the “Effective Date”) and continuing until the termination of
this Agreement as specified in Article III hereof (the “Termination Date”), at any meeting of the
holders of Company Common Stock, however called, or in connection with any written consent of the
holders of Company Common Stock, such Shareholder shall vote (or cause to be voted)
the Company Common Stock held of record or Beneficially Owned (as defined herein)
by such
Shareholder, whether heretofore owned or hereafter acquired, (i) for the Merger and the adoption
and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and
(ii) against any proposals for any merger, consolidation, sale or purchase of any assets,
reorganization, recapitalization, amendment of the articles of incorporation or bylaws, change in
the board of directors, liquidation or winding up of or by the Company or any other extraordinary
corporate transaction which shall be reasonably likely to prevent the consummation of the Merger or
the other transactions contemplated by the Merger Agreement. Each Shareholder, in his, her or its
capacity as a Shareholder only, further agrees not to commit or agree to take any action
inconsistent with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the
right of the Shareholder or any affiliate of the Shareholder to act in his, her or its capacity as
an officer or director of the Company consistent with his, her or its fiduciary obligations in such
capacity, if advised by counsel such action is required under applicable law.
For purposes of this Agreement, “Beneficially Own” or “Beneficial Ownership” with respect to
any securities shall mean having “beneficial ownership” of such securities (as determined pursuant
to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, including pursuant to any
agreement, arrangement or understanding, whether or not in writing.
1.2 Proxy. The Shareholders hereby irrevocably appoint Xxxxxxx Xxxxxx, Xxxxxxx
Xxxxxx and Xxxxxx X. Xxxxxxx (collectively the “Proxy Holders”), until the earlier to occur of the
Effective Time (as defined in the Merger Agreement) or the Termination Date, as their limited
attorney-in-fact and proxy, with full power of substitution, for and on behalf of the Shareholders,
with authority and direction only to vote at any annual or special meeting, (by written consent or
otherwise) the Shares and all other voting securities of the Company that the Shareholders are
entitled to vote (at any meeting of shareholders of the Company, whether annual or special and
whether or not an adjourned or postponed meeting, or by consent in lieu of any such meeting or
otherwise) for the Merger and the adoption and approval of the Merger Agreement and the
transactions contemplated by the Merger Agreement, and against any proposal that the Proxy Holders
deem to be reasonably likely to prevent the consummation of the Merger and the transactions
contemplated by the Merger Agreement. This Agreement confers no other authority to vote on any
other matters. The proxy and power of attorney granted pursuant to this Agreement is irrevocable
and coupled with an interest and cannot be terminated by any act of the Shareholders, including but
not limited to the death of any individual Shareholder, or by operation of law, by lack of
appropriate power or authority, or by the occurrence of any other event or events (except the
occurrence of the Termination Date) and shall be binding upon all successors, assigns and legal
representatives of the Shareholders. No subsequent proxy or power of attorney shall be given or
written consent executed (and if given or executed, shall not be effective) by the Shareholders
with respect thereto. The proxy granted hereby shall not be permitted to make a demand for
appraisal rights with respect to the Shares pursuant to any dissenting shareholder or appraisal
provision of applicable law. Each Shareholder in his, her or
its capacity as a Shareholder only, further agrees not to act, or to agree
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to take any action,
inconsistent with the foregoing. The proxy granted hereby includes the power to call, or, to the
extent legally permissible, cause the Shareholders to call, a special meeting of shareholders of
the Company to consider the Merger Agreement and the transactions contemplated thereby.
ARTICLE II
COVENANTS OF THE SHAREHOLDERS
2.1 No Disposition or Encumbrance of Shares. The Shareholders hereby covenant and
agree that, while this Agreement is in effect, except as contemplated by this Agreement, the
Shareholders shall not, and shall not offer or agree to, sell, transfer, tender, assign,
hypothecate or otherwise dispose of the Shares, or create or permit to exist any security interest,
lien, claim, pledge, option, right of first refusal, agreement, limitation on the Shareholders’
voting rights, charge or other encumbrance of any nature whatsoever (“Lien”) with respect to the
Shares. The Shareholders further covenant and agree not to deposit any of the Shares into a voting
trust or enter into any agreement (other than this Agreement), arrangement or understanding with
any Person, directly or indirectly, to vote, grant any additional proxy or give instructions with
respect to the voting of any the Shares.
For purposes of this Agreement, a “Person” is an individual, association, trust, corporation,
partnership, limited liability company, governmental body or any other entity or person.
2.2 Pre-Closing Transfer Restrictions. Except as permitted by this Agreement, each
Shareholder agrees, in his, her or its capacity as a Shareholder only, that until the earlier of
the Effective Time (as defined in the Merger Agreement) or the Termination Date, each Shareholder
will not (i) sell, hypothecate, transfer, pledge, encumber, assign or otherwise dispose of
(including by gift) (collectively, “Transfer”), or enter into any contract, option, put, call or
other arrangement or understanding (including any profit sharing arrangement) with respect to the
Transfer of any of the Shares to any Person, (ii) trade or take any position, hedge or otherwise,
with respect to the Shares, (iii) enter into any voting arrangement or understanding, whether by
proxy, voting agreement or otherwise, with respect to any of the Shares or (iv) take any action
that would have the effect of preventing or impeding the Shareholders from performing any of their
obligations under this Agreement. Notwithstanding the foregoing, the completion, before or after
the record date of an annual or special meeting to vote upon the Merger, of a transfer by operation
of law or under the terms of an agreement or trust instrument existing on the date
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hereof, shall be permitted if the transferee executes a counterpart of this Agreement (and no
such transfer shall effect the validity of the proxy granted pursuant to Section 1.2).
2.3 No Announcements; No Solicitation of Transactions. Subject to and without
prejudice to their fiduciary obligations as employees, officers or directors of the Company and
except as permitted by the Merger Agreement, each Shareholder agrees that between the date of this
Agreement and the Termination Date, such Shareholder will not, and will use its reasonable efforts
to cause its attorneys, accountants or financial advisors or other similar representatives or, in
the case of a Shareholder that is an entity, its members, partners, directors, officers or
employees, (“Representatives”) retained by it not to, directly or indirectly through another
Person, (i) issue any press release or make any other public statement or announcement with respect
to the Merger Agreement, this Agreement, the Merger or any of the transactions contemplated thereby
or hereby, except as may be required by applicable law including without limitation through
amendments to any applicable Schedule 13D or Schedule 13G filed with the Securities and Exchange
Commission; (ii) solicit, initiate or encourage (including by way of furnishing information), or
take any other action to facilitate, any inquiries or the making of any proposal that constitutes,
or may reasonably be expected to lead to, any Acquisition Proposal, or (iii) participate in any
discussions or negotiations regarding any Acquisition Proposal; provided that the foregoing shall
not limit or prohibit any Representative who is a director of the Company from exercising his or
her fiduciary duty solely as a director of the Company in a manner consistent with the terms and
conditions set forth in the Merger Agreement.
2.4 Dissenters’ Rights. Each Shareholder hereby irrevocably waives any and all rights
which it may have as to appraisal, dissent or any similar or related matter with respect to any of
the Shareholder’s Shares which may arise with respect to the Merger.
2.5 Officers and Directors. Notwithstanding anything contained to the contrary in this
Agreement, in the event a Shareholder is a director or officer of the Company, nothing in this
Agreement is intended or shall be construed to require such Shareholder, solely in his or her
capacity as a director or officer of the Company, to act or fail to act in any manner inconsistent
with his or her fiduciary duties in such capacity. Furthermore, no Shareholder who is or becomes
(during the term hereof) a director or officer of the Company makes any agreement or understanding
herein solely in his or her capacity as a director or officer, and nothing herein will limit or
affect, or give rise to any liability of any Shareholder solely in such Person’s capacity as a
director or officer of the Company.
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ARTICLE III
TERMINATION
This Agreement shall terminate on the earliest to occur of (i) the Effective Time (as defined
in the Merger Agreement) or, (ii) the termination of the Merger Agreement in accordance with its
terms and (iii) any material amendment (including without limitation a decrease in or a change in
the form of the consideration paid to shareholders or any addition of a material obligation or
additional liability on the part of the Shareholder) to the Merger Agreement that is adverse to the
Shareholders. Nothing in this Article III shall relieve any party of liability for breach of this
Agreement.
ARTICLE IV
MISCELLANEOUS
4.1 Ownership of Shares. The Shareholder represents and warrants to Parent that as of
the date hereof, the Shareholder is the record or beneficial owner of (a) the number of Shares set
forth opposite the Shareholder’s name on Exhibit A hereto and (b) any shares of Company Common
Stock added to the definition of “Shares” pursuant to Section 1.1, and is, and (subject to the last
sentence of Section 4.1) throughout the term of this Agreement will be, the record and beneficial
owner of such Shares, free and clear of all Liens. Except as set forth on Exhibit A, the Shares
owned by the Shareholder are owned free and clear of all Liens, other than any Liens created by
this Agreement. The Shareholder further represents and warrants to Parent that Shareholder has the
sole right and power to vote and dispose of the Shares, and none of the Shares is subject to any
irrevocable proxy, power of attorney, voting trust or other agreement, arrangement or restriction
with respect to the voting or transfer (other than the provisions of the Securities Act or state
securities laws or as provided in this Agreement) of any of the Shares, which appointment or grant
is still effective.
4.2 Third Party Beneficiary. Nothing in this Agreement, express or implied, is
intended to or shall confer upon any other person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement, except that Merger Sub shall also be entitled to
enforce the rights of Parent.
4.3 Further Assurances. The Shareholders and Parent will execute and deliver all such
further documents and instruments and take all such further action as may be reasonably necessary
in order to consummate the transactions contemplated hereby.
4.4 Specific Performance. The parties hereto agree that irreparable damage would
occur in the event any provision of this Agreement was 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 at law or in equity.
4.5 Entire Agreement. This Agreement constitutes the entire agreement among Parent
and the Shareholders with respect to the subject matter hereof and supersedes all prior
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agreements and understandings, both written and oral, among Parent and the Shareholders with
respect to the subject matter hereof.
4.6 Assignment. This Agreement shall not be assigned by operation of law or
otherwise.
4.7 Obligations of Successors. This Agreement shall be binding upon, inure solely to
the benefit of, and be enforceable by, the parties hereto and their successors, permitted assigns,
heirs and beneficiaries.
4.8 Amendment; Waiver. This Agreement may not be amended except by an instrument in
writing signed by the parties hereto. Nothing in this Agreement is intended to confer on the
Shareholders any rights with respect to consent on amendments or waivers to the Merger Agreement
entered into or given by Parent or the Company.
4.9 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law, or public policy, all other conditions
and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of this Agreement is not affected in any manner materially adverse to
any party. Upon such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the terms of this Agreement remain as originally contemplated to
the fullest extent possible.
4.10 Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon
receipt) by delivery in person, by telecopy, reputable overnight courier or by registered or
certified mail (postage prepaid, return receipt requested) to the Shareholder at the address shown
for such Shareholder on the books and records of Company, or Parent c/o Global Equity Capital, LLC,
0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Chief Financial Officer, telecopy (000)
000-0000.
4.11 Governing Law. The validity and interpretation of this Agreement shall be
governed by the laws of the State of Virginia, without reference to the conflicts of law principles
thereof.
4.12 Headings; Certain Defined Terms. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement. Capitalized terms used but not defined herein have
the meanings given in the Merger Agreement.
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4.13 Counterparts. This Agreement may be executed in one or more counterparts, and by
the different parties hereto in separate counterparts, each of which when executed shall be deemed
to be an original but all of which taken together shall constitute one and the same agreement. The
signatures of the parties on this Agreement may be delivered digitally or by facsimile and any such
digital copy or facsimile signature shall be deemed an original.
4.14 Agreement Several Among Shareholders. Parent and each Shareholder agree that no
Shareholder shall be liable for any breach hereof by another Shareholder.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
by their proper and duly authorized officers or representatives as of the day and year first
written above.
| GLOBAL IRON HOLDINGS, LLC |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | VP and Secretary | |||
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SHAREHOLDERS:
| XXXXXX FAMILY, LLC | ||||||
By: |
/s/ Xxxxxx X. Xxxxxx | |||||
| Its: | ||||||
| GROFAM, L.P. | ||||||
By: |
/s/ Xxxx X. Xxxxxx | |||||
| Its: | General Partner | |||||
/s/ Xxxx X. Xxxxxx |
||
/s/ Xxxxxxx X. XxXxx |
||
/s/ Xxxxxx Xxxxxxx |
||
/s/ Xxxx X. Xxxxx |
||
/s/ Xxxxxx X. Xxxxx |
||
/s/ Xxxxxx X. Xxxxxx |
[Shareholders signatures continue next page]
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/s/ Xxxxx X. Xxxxxxxx |
||
/s/ Arch X. Xxxxxxxx, Xx. |
ARCH X. XXXXXXXX CHILDREN’S TRUST,
dated December 9, 2002
dated December 9, 2002
By:
|
/s/ Xxxx Xxxxxxxx Xxxxxxx |
|||
By:
|
/s/ Xxxx X. Xxxxxx |
|||
By:
|
/s/ Arch X. Xxxxxxxx |
|||
By:
|
/s/ Xxxxx X. Xxxxxxxx |
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EXHIBIT A
| Number of Shares of | ||||
| Name | Record | |||
Xxxx X. Xxxxxx |
1,500 | |||
GroFam, LP |
41,285 | |||
Xxxxxx Family, LLC |
24,331 | |||
Xxxxxxx X. XxXxx |
32,831 | * | ||
Xxxxxx Xxxxxxx |
28,779 | ** | ||
Xxxx X. Xxxxx |
29,931 | |||
Xxxxxx X. Xxxxx |
24,331 | |||
Xxxxx X. Xxxxxxxx |
392,961 | |||
The Arch X. Xxxxxxxx Children’s Trust |
392,961 | |||
Arch X. Xxxxxxxx, Xx. |
17,150 | |||
Xxxxxx X. Xxxxxx |
0 | |||
| * | Includes 24,331 shares held of record in a retirement account over which voting control is available. | |
| ** | Includes 19,484 shares held of record in a retirement account over which voting control is available. |
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