IRREVOCABLE PROXY
Exhibit
99.1
All
capitalized terms used but not defined in this Irrevocable Proxy shall have
the
meanings set forth in that certain Securities Purchase Agreement, of even date
herewith (the “Purchase
Agreement”),
by
and among MISCOR Group, Ltd. (the “Company”),
Tontine Capital Partners, L.P. (“Tontine”),
and
Tontine Capital Overseas Master Fund, L.P. (“TCOMF”
and
together with Tontine, “Purchasers”).
FOR
VALUE
RECEIVED, Xxxx X. Xxxxxxx, the President and Chief Executive Officer of the
Company (“Xxxxxxx”),
does
hereby irrevocably appoint Tontine and TCOMF and each of them (and any manager
or officer of Tontine or TCOMF and any other Person appointed by Tontine or
TCOMF), as the attorney-in-fact, agent, and proxy of Xxxxxxx (collectively,
the
“Proxy
Holders”),
with
full power of substitution, with full authority to act and vote in person or
by
revocable proxy, written consent, or otherwise, as fully and effectively as
Xxxxxxx could do so in person (or by proxy, written consent, or otherwise),
with
respect to any and all shares of Common Stock in the Company that Xxxxxxx now
or
hereafter owns legally, beneficially, or of record, or over which Xxxxxxx has
voting control (the “Subject
Common Stock”),
in
such
manner as the Proxy Holders shall, in their sole discretion, deem proper, and
as
may be allowable under applicable law, with respect to the following matters:
(i) the
election to the Company’s Board of Directors of one or two individuals nominated
by the Purchasers for such appointment pursuant to and in accordance with
the
Purchaser’s rights under Section 5.6 of the Purchase Agreement to appoint
members to the Company’s Board of Directors, and (ii) solely for the purpose of
enforcing the Purchaser’s rights under Section 5.9 of the Purchase Agreement,
any matter coming before the stockholders of the Company that would have the
effect of ensuring that future acquisitions by the Purchasers from third parties
of up to 30% of the outstanding Common Stock on a fully diluted basis will
not
be subject to the provisions of any anti-takeover laws and regulations of any
governmental authority, including without limitation, the applicable provisions
of the IBCL, and any provisions of an anti-takeover nature adopted by the
Company or any of its Subsidiaries or contained in the Company’s Amended and
Restated Articles of Incorporation, Amended and Restated Code of Bylaws or
the
organizational documents of any of its Subsidiaries. In addition, Xxxxxxx hereby
agrees, in his capacity as a director of the Company, to vote for the nomination
and appointment of the Purchaser’s director representatives as set forth and as
provided in Section 5.6 of the Purchase Agreement and to vote in such a manner
as to enforce the Purchaser’s rights with respect to Section 5.9 of the Purchase
Agreement.
Xxxxxxx
hereby represents and warrants that, as of the date hereof: (1) Xxxxxxx is
the
legal, beneficial, or record holder of the Subject Common Stock; and (2)Xxxxxxx
has full right, power, and capacity to grant and transfer to the Proxy Holders
the voting and other rights represented hereby.
Xxxxxxx
shall not to
grant
to any Person any proxy or enter into any voting agreement that is inconsistent
with the rights and privileges granted to the Proxy Holders in this Irrevocable
Proxy.
This
Irrevocable Proxy is issued as a condition precedent to the execution and
delivery by the Proxy Holders of the Purchase Agreement and the consummation
of
the transactions contemplated thereby. Xxxxxxx will obtain substantial and
material benefits as a result of the
consummation
of the transactions contemplated by the Purchase Agreement. This Irrevocable
Proxy is a material inducement to the Proxy Holders to execute and deliver
the
Purchase Agreement and to consummate the transactions contemplated thereby.
This
Irrevocable Proxy is coupled with an interest and is irrevocable by Xxxxxxx.
This Irrevocable Proxy is effective as of the date hereof and shall terminate
automatically and be of no further force and effect at such time as the Proxy
Holders and their affiliates no longer have any rights under Sections 5.6 and
5.9 of the Purchase Agreement.
If
any
provision of this Irrevocable Proxy is adjudicated to be invalid or
unenforceable, then such provision shall be deemed deleted and the remainder
of
this Irrevocable Proxy, nevertheless, shall remain unaffected and fully
enforceable. Further, to the extent any provision herein is deemed unenforceable
by virtue of its scope, but may be made enforceable by limitation thereof,
the
parties hereto agree the same shall, nevertheless, be enforceable to the full
extent permissible. This Irrevocable Proxy shall be binding upon the heirs,
personal representatives, executors, and assigns of Xxxxxxx.
This
Irrevocable Proxy shall be enforced, governed by and construed in accordance
with the laws of the State of Indiana without regard to principles of conflicts
of laws.
Dated: January
18, 2007
|
By:
|
||
|
Xxxx
X. Xxxxxxx
|
2
