EXHIBIT 10.2
VOTING AGREEMENT
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This Voting Agreement (the "Agreement") is dated ___________________, 2000
by and among Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxxx, Xxxx X. Xxxxxx (each,
individually, a "Stockholder" and, collectively, the "Stockholders") and
Entravision Communications Corporation, a Delaware corporation (the "Company"),
is entered into with reference to the following facts:
WHEREAS, the Stockholders own of record all of the issued and outstanding
shares of Class B Common Stock, par value $0.0001 per share, of the Company.
WHEREAS, the execution and delivery of this Agreement is required by the
terms of that certain Univision Roll-Up Agreement dated March 2, 2000 by and
between Univision Communications Inc. and Entravision Communications Company,
L.L.C.
NOW, THEREFORE, the parties hereto agree as follows:
1. Voting Agreement. At any time that nominees for the election of Class
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A/B Directors to the Board of Directors of the Company are submitted to the
stockholders of the Company, or a proposal to remove any incumbent Class A/B
Director of the Company is submitted to such stockholders, each of the
Stockholders agrees to vote, or cause to be voted, all Voting Securities (as
defined below) then held by such party, whether beneficially or of record, or
any Voting Securities over which such party exercises voting control, in favor
of the nominees designated in writing by both Xxxxxx X. Xxxxx and Xxxxxx X.
Xxxxxxxxx (the "Nominating Stockholders"). In addition to the foregoing, Xxxx
X. Xxxxxx hereby agrees that any time a matter other than election of directors
is submitted to the stockholders of the Company, he shall vote all Voting
Securities then held by him, whether beneficially or of record, in the same
manner as both Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxxxxxx. Xxxx X. Xxxxxx shall be
required to vote his Voting Securities in the manner described in the preceding
sentence solely in instances where both Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxxxxxx
vote either affirmatively or negatively. In any instance in which Xxxxxx X.
Xxxxx and Xxxxxx X. Xxxxxxxxx vote their Voting Securities in different manners,
Xxxx X. Xxxxxx will be free to vote his Voting Securities as he chooses. For
the purpose of this Agreement, "Voting Securities" shall mean any and all shares
of capital stock of the Company, of any class or series, which shall have the
right at any time to vote in the election of the Company's directors, including
without limitation, shares of the Company Class B Common Stock.
2. Designation of Nominees. For so long as such individuals have a
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contractual right to be elected to the Board of Directors of the Company, the
Nominating Stockholders hereby agree to elect Xxxxxx X. Xxxxxx and Xxxxxx X.
Xxxxxxxx as Class A Directors of the Company. The Nominating Stockholders
hereby irrevocably designate the following individuals as nominees for election
to the Board of Directors of the Company as Class B Directors: Xxxxxx X. Xxxxx,
Xxxxxx X. Xxxxxxxxx and Xxxx X. Xxxxxx. The Nominating Stockholders shall also
have the power to designate additional individuals as nominees for election as
Class B Directors of the
Company. In the event that any of the foregoing at any time are unable to serve
out their terms, resign from the Board of Directors of the Company or decline to
be nominated for election or reelection, then the Nominating Stockholders shall
have the right to designate in writing a replacement nominee.
3. Irrevocable Proxy. Should the provisions of this Agreement be
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construed to constitute the granting of proxies, such proxies shall be deemed
coupled with an interest and are irrevocable for the term of this Agreement.
4. Representations and Warranties of the Stockholders. As of the date
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hereof, each Stockholder represents and warrants to the other Stockholders as
follows:
(a) Ownership of Securities. The Stockholder is the record and
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beneficial owner of, or exercises voting control of, the number of shares of
Voting Securities of the Company set forth on the signature page to this
Agreement (the "Existing Securities"). The Holder has sole voting power and
sole power to issue instructions with respect to the voting of the Existing
Securities, sole power of disposition and the sole power of exercise or
conversion, in each case with respect to all of the Existing Securities. As of
the date hereof, the Stockholder will have sole voting power and sole power to
issue instructions with respect to the voting of all of the Existing Securities,
sole power of disposition and the sole power of exercise or conversion, in each
case with respect to all of the Existing Securities.
(b) Power; Binding Agreement. The Stockholder has full power and
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authority to enter into and perform all of the Stockholder's obligations under
this Agreement. This Agreement has been duly and validly executed and delivered
by the Stockholder and constitutes a valid and binding agreement of the
Stockholder, enforceable against the Stockholder in accordance with its terms.
(c) No Conflicts. No filing with, and no permit, authorization,
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consent or approval of, any state or federal public body or authority is
necessary for the execution of this Agreement by the Stockholder and the
consummation by the Stockholder of the transactions contemplated hereby, other
than filings which may be required pursuant to the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder, and
neither the execution and delivery of this Agreement by the Stockholder nor the
consummation by the Stockholder of the transactions contemplated hereby nor
compliance by the Stockholder with any of the provisions hereof shall conflict
with or result in any breach of any applicable organizational documents of the
Company applicable to the Stockholder, result in a violation or breach of, or
constitute (with or without notice or lapse of time or both) a default (or give
rise to any third-party right of termination, cancellation, material
modification or acceleration) under any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or obligation of any
kind to which the Stockholder is a party or by which the Stockholder's
properties or assets
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may be bound or violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to the Stockholder or any of the
Stockholder's properties or assets.
5. Transfer of Voting Securities to Permitted Transferees. During the
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term of this Agreement, no Stockholder or any Permitted Transferee (as defined
in the Company's First Restated Certificate of Incorporation) who shall become a
party to or be bound this Agreement shall transfer any Voting Securities,
whether now or hereafter acquired, other than to any person who agrees to be
bound by and be subject to the terms and conditions of this Agreement with the
same force and effect as if such person were named as a party to this Agreement.
6. Assignment; Benefits. This Agreement may not be assigned by any party
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hereto without the prior written consent of each of the other parties. This
Agreement shall be binding upon, and shall inure to the benefit of, each of the
signatories hereto and their respective successors and permitted assigns.
7. Legend on Stock Certificates. The Company and each Stockholder shall
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submit to the Company's transfer agent certificates evidencing the Class B
Common Stock and other Voting Securities now or hereafter owned by the
Stockholders at any time during the term of this Agreement and the Company shall
cause the transfer agent to imprint on such certificates (or replacement
certificates) a restrictive legend as follows:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS OF A VOTING AGREEMENT DATED _______________, 2000, A COPY OF WHICH IS
ON FILE WITH THE OFFICERS OF THE ISSUER OF THIS CERTIFICATE. THE SHARES
ARE SUBJECT TO CERTAIN VOTING RESTRICTIONS. ANY ACTIONS TAKEN IN
CONTRAVENTION TO THAT AGREEMENT SHALL BE NULL AND VOID.
8. Notices. Any notice required to be given hereunder shall be in writing
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and shall be sent by facsimile transmission (confirmed by any of the methods
that follow), courier service (with proof of service), hand delivery or
certified or registered mail (return receipt requested and first-class postage
prepaid) to the address of such party set forth on the signature pages hereto or
to such other address as any party shall specify by written notice so given, and
such notice shall be deemed to have been delivered as of the date so delivered.
9. Specific Performance. The parties hereto agree that irreparable harm
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would occur in the event that any of the provisions of this Agreement were not
performed in accordance with its 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 hereof in any court of the United States or any state
thereof having jurisdiction, this being in addition to any other remedy to which
they are entitled at law or in equity.
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10. Amendment. This Agreement may not be amended or modified, except by
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an instrument in writing signed by or on behalf of each of the parties hereto.
This Agreement may not be waived by any party hereto, except by an instrument in
writing signed by or on behalf of the party granting such waiver.
11. Governing Law. This Agreement shall be governed by, construed and
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enforced in accordance with the laws of the State of Delaware, without regard to
its rules regarding conflict of laws.
12. Counterparts. This Agreement may be executed in counterparts, each of
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which shall be deemed an original, but all of which together shall constitute
one and the same agreement.
13. Termination. This Agreement shall commence on the date hereof and
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shall terminate with respect to each particular Stockholder upon the automatic
conversion of such Stockholder's Class B Common Stock of the Company to Class A
Common Stock of the Company pursuant to the terms of the Company's First
Restated Certificate of Incorporation (or any amendment thereto).
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of
each of the parties hereto, all as of the date first above written above.
Stockholders
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Xxxxxx X. Xxxxx
Existing Securities: Class B Common Stock
Number of Shares: 11,489,365
Address: 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
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Xxxxxx X. Xxxxxxxxx
Existing Securities: Class B Common Stock
Number of Shares: 11,489,365
Address: 0000 Xxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
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Xxxx X. Xxxxxx
Existing Securities: Class B Common Stock
Number of Shares: 4,699,803
Address: 0000 Xxxxxxxxxxxx Xxxxxx, X.X., 0xx Xxxxx
Xxxxxxxxxx, X.X. 00000
[Signature Page No. 1 to Voting Agreement]
Company ENTRAVISION COMMUNICATIONS CORPORATION,
a Delaware corporation
By:
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Xxxxxx X. Xxxxx
Chairman and Chief Executive Officer
By:
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Xxxxxx X. Xxxxxxxxx
President and Chief Operating Officer
Address: 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
[Signature Page No. 2 to Voting Agreement]
