EXHIBIT 5
SHAREHOLDER VOTING AGREEMENT
SHAREHOLDER VOTING AGREEMENT, dated as of June 30, 2000 (this
"Agreement"), by and between Royal Bank of Canada ("Buyer") and the shareholder
of The Liberty Corporation ("Liberty") identified as the signatory hereto (the
"Shareholder").
WHEREAS, in connection with the execution of this Agreement, Buyer is
entering into a purchase agreement (the "Purchase Agreement") with Liberty,
providing for the purchase by Buyer of the Assets (as defined in the Purchase
Agreement) from Liberty;
WHEREAS, Buyer would not enter into the Purchase Agreement unless the
Shareholder were to enter into this Agreement; and
WHEREAS, as a shareholder of Liberty, the Shareholder will benefit
from the Purchase Agreement.
NOW, THEREFORE, in consideration of Buyer's entry into the Purchase
Agreement, the Shareholder agrees with Buyer as follows:
1. The Shareholder represents and warrants that (a) he, she or it
beneficially owns (as defined, for purposes of this Agreement, in Rule
13d-3 under the Securities Exchange Act of 1934, as amended) the number of
shares of common stock of Liberty set forth on Schedule A attached hereto
(the "Owned Shares"), free from any lien, encumbrance or restriction
whatsoever (other than liens, encumbrances or restrictions existing prior
to the date hereof and either set forth on Schedule A attached hereto or
disclosed to Buyer as promptly as practicable after the date hereof) and
with full power to vote the Owned Shares without the consent or approval
of any other person, in each case except as otherwise indicated on
Schedule A attached hereto, and (b) this Agreement constitutes the valid
and legally binding obligation of such Shareholder, enforceable against
such Shareholder in accordance with its terms, except to the extent that
(x) the enforceability thereof may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws
affecting the enforcement of creditor's rights generally and (y) the
availability of equitable remedies may be limited by equitable principles
of general applicability. For all purposes of this Agreement, Owned Shares
shall include any shares of Liberty as to which beneficial ownership is
acquired after the execution hereof.
2. The Shareholder irrevocably and unconditionally agrees that
he, she or it will (a) vote, or cause to be voted, all of the Owned Shares
in favor of the Purchase Agreement and the sale of the Assets provided for
therein (the "Transaction") at any meeting or meetings of Liberty's
shareholders called to vote upon the Purchase Agreement and the
Transaction and (b) will not vote, or cause to be voted, such shares (or
otherwise provide a proxy or consent or enter into another voting
agreement with respect thereto) in favor of any other Acquisition Proposal
(as defined in the Purchase Agreement).
3. The Shareholder agrees that he, she or it will not, without
the prior written consent of Buyer, (a) directly or indirectly, sell,
transfer, pledge, assign or otherwise dispose of, or enter into any
contract, option, commitment or other arrangement or understanding with
respect to the sale, transfer, pledge, assignment or other disposition of,
any of the Owned Shares, unless he, she or it receives (i) an irrevocable
proxy, in form and substance substantially similar to the provisions of
Section 2 hereof, to vote such Owned Shares with respect to the Purchase
Agreement and the Transaction and (ii) an agreement identical in all
material respects to this Agreement executed by the buyer of the Owned
Shares the subject thereof, and (b) take any action that would prohibit,
prevent or preclude Shareholder from performing its obligations under this
Agreement; provided that nothing contained in this Agreement (including
without limitation the provisions of Section 3(b)) shall in any way
prohibit, restrict or otherwise restrain the ability of a Shareholder to
take, in one or more transactions, any of the actions identified in
Section 3(a): (i) with respect to up to 10% in the aggregate of the total
Owned Shares set forth across from the Shareholder's name under the
heading "Number of Shares Beneficially Owned in Shareholder's Individual
Capacity" on Schedule A attached hereto and (ii) with respect to any Owned
Shares held by a trust as to which the Shareholder exercises voting
control and which trust is identified across from the shareholder's name
on Schedule A, up to 10% in the aggregate of the total Owned Shares held
by such trust, as listed on Schedule A (it being understood that the
calculation of the number of shares entitled to this exception must take
into account any actions identified in Section 3(a) taken by any other
person who is authorized to take such actions with respect to shares held
by the trust).
4. The Shareholder agrees that irreparable damage to Buyer would
occur in the event that any of the provisions of this Agreement were not
performed by it in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that Buyer shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement by the
Shareholder and to enforce specifically the terms and provisions hereof in
any court of the United States or any state having jurisdiction, this
being in addition to any other remedy to which it is entitled at law or in
equity,
and that the Shareholder waives the posting of any bond or security in
connection with any proceeding related thereto.
5. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to constitute an original. This Agreement
shall become effective when one counterpart signature page has been signed
by each party hereto and delivered to the other party (which delivery may
be by facsimile).
6. The Shareholder agrees to execute and deliver all such further
documents, certificates and instruments and take all such further
reasonable action as may be necessary or appropriate in order to
consummate the transactions contemplated hereby.
7. This Agreement shall terminate upon the earlier to occur of
(a) the first year anniversary of its execution by Shareholder and (b) the
date of termination of the Purchase Agreement in accordance with its
terms.
8. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York without giving effect to any
choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of New York.
IN WITNESS WHEREOF, the Shareholder and Buyer have duly executed this
Agreement as of the date first above written.
ROYAL BANK OF CANADA
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: Vice Chairman and Chief
Financial Officer
By: /s/ W. Xxxxx Xxxxxxxx
---------------------
Name: W. Xxxxx Xxxxxxxx
Title: Executive Vice President
SHAREHOLDER
/s/ Xxxx X. Xxxx
-------------------------
Xxxx X. Xxxx
SCHEDULE A
Shares Beneficially Owned but title to which is held
by a trust, with respect to which trust the Shareholder
Shares Beneficially Owned in has voting power (and, as noted, in certain cases
Name of Shareholder Shareholder's Individual Capacity shares such voting power with another Shareholder)
------------------- --------------------------------- -------------------------------------------------------
Number of Number of
Shares Subject Shares Subject
to Lien, to Lien,
Number of Shares Encumbrance Number of Shares Incumbrance
Beneficially Owned or Restriction Beneficially Owned or Restriction
------------------ -------------- ------------------ --------------
Xxxx X. Xxxx 90,533 50,000 345,700 (voting power shared) 0
301,144 (voting power shared) 17,000
