Exhibit 99.1
VOTING AGREEMENT
This Voting Agreement (this "Voting Agreement") is entered into as of March
10, 1998, between RF Acquisition Corp., an Illinois corporation ("Purchaser"),
and Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxxxxx (each, a "Shareholder" and
collectively, the "Shareholders").
RECITALS
A. Pursuant to that certain Agreement and Plan of Merger dated as of the
date hereof (the "Merger Agreement") among Purchaser, Communications
Instruments, Inc., a Delaware corporation and parent of Purchaser, and Corcom,
Inc., an Illinois corporation ("Company"), Purchaser will be merged with and
into the Company and the Company shall be the surviving corporation in the
merger (the "Merger").
B. The Shareholders are executing this Voting Agreement as an inducement
to Purchaser to enter into and execute the Merger Agreement.
C. All capitalized terms used but not defined herein shall have the
meanings set forth in the Merger Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Representations and Warranties of the Shareholder. Each of the
Shareholders, severally and not joint and severally, hereby represent and
warrant to Purchaser:
(a) Such Shareholder has the legal capacity, power and authority to
enter into and perform all of such Shareholder's obligations under this
Voting Agreement. The execution, delivery and performance of this Agreement
by such Shareholder will not violate any other agreement to which such
Shareholder is a party including, without limitation, any voting agreement,
proxy arrangement, pledge agreement, shareholders, agreement or voting trust.
This Voting Agreement has been duly and validly executed and delivered by
such Shareholder and constitutes a valid and binding agreement of such
Shareholder, enforceable against such Shareholder in accordance with its
terms.
(b) The execution and delivery of this Voting Agreement by the
Shareholder do not, and the performance of this Voting Agreement by the
Shareholder will not, result in a violation of, or a default under, or
conflict with, any contract, commitment, agreement or arrangement which the
Shareholder is a party or by which the Shareholder is bound or affected,
which violation, default or conflict would materially and adversely affect
the Shareholder's ability to perform their obligations under this Voting
Agreement.
(c) Such Shareholder is the record holder of the number of shares of
common stock, no par value per share, of the Company as set forth opposite
his name on Schedule I attached hereto (the "Existing Shares"). On the date
hereof, the Existing Shares constitute all of the Shares owned of record by
such Shareholder. Such Shareholder has sole voting power and sole power to
issue instructions with respect to the Existing Shares, sole power of
disposition, sole power to demand appraisal rights and sole power to agree to
all of the matters set forth in this Voting Agreement, in each case with
respect to all of the Existing Shares with no limitations, qualifications
or restrictions on such rights, subject to applicable securities laws and
the terms of this Voting Agreement.
2. Representations and Warranties of Purchaser. The Purchaser hereby
represents and warrants to the Shareholders:
(a) Purchaser has all necessary power and authority to execute and deliver
this Voting Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery of this
Voting Agreement by Purchaser and the consummation by Purchaser of the
transactions contemplated hereby have been duly and validly authorized by
Purchaser, and no other proceedings on the part of Purchaser are necessary to
authorize the execution and delivery of this Voting Agreement or to consummate
such transactions.
(b) The execution and delivery of this Voting Agreement by Purchaser do not,
and the performance of this Voting Agreement by Purchaser will not, result in a
violation of, or a default under, or conflict with, any contract, commitment,
agreement or arrangement which Purchaser is a party or by which Purchaser is
bound or affected, which violation, default or conflict would materially and
adversely affect Purchaser's ability to perform its obligations under this
Voting Agreement.
3. Disposition of Shares. During the term of this Voting Agreement, each
Shareholder hereby covenants and agrees that it shall not transfer ownership of
or pledge any of its Shares unless the transferee or pledgee agrees in writing
to be bound by the terms and conditions of this Voting Agreement.
4. Voting.
(a) At least three business days before any meeting of the shareholders of
the Company, however called, or any action by consent of the shareholders of
the Company, in which the shareholders of the Company will vote on the adoption
of the Merger Agreement, the approval of the transactions contemplated thereby,
or the approval or adoption of any action or agreement that would impede,
interfere with, delay, postpone or attempt to discourage the Merger or
reasonably be expected to result in a breach of the Merger Agreement (each, a
"Relevant Shareholder Meeting"), the Shareholders shall (or shall cause the
Company to) provide written notice of such Relevant Shareholder Meeting to the
Purchaser.
(b) If (i) notice of such Relevant Shareholder Meeting is provided to the
Purchaser within the requisite time period as set forth in the preceding
sentence and (x) the Purchaser has entered (or does enter) into a definitive
credit agreement for the debt financing identified in the commitment letter
referenced in Section 4.06 of the Merger Agreement (the "Credit Agreement")
before the time at which such Relevant Shareholder Meeting is formally
convened, or (y) the Purchaser has waived (or does waive) the condition to
closing set forth in Section 6.02(f) of the Merger Agreement before the time
at which such Relevant Shareholder Meeting is formally convened, or (ii)
notice of such Relevant Shareholder Meeting is not provided to the Purchaser
within the requisite time period as set forth in the preceding sentence,
then each Shareholder shall vote its Shares owned as of the date hereof or
hereafter acquired at such Relevant Shareholder Meeting (a) in favor of
adoption of the Merger Agreement and approval of the transactions
contemplated thereby and (b) against approval or adoption of any action or
agreement (other than the Merger Agreement or the transactions contemplated
thereby) that would impede, interfere with, delay, postpone or attempt to
discourage the Merger or reasonably be expected to result in a breach of
the Merger Agreement; provided, however, that each Shareholder has no
obligation to vote in favor of adoption of any agreement other than the
Merger Agreement as presently constituted or approval of any transaction
other than those transactions described in the Merger Agreement.
5. Proxy. If (i) notice of a Relevant Shareholder Meeting is provided
to the Purchaser within the requisite time period as set forth in the first
sentence of Section 4 above and (x) the Purchaser has entered (or does enter)
into the Credit Agreement before the time at which such Relevant Shareholder
Meeting is formally convened, or (y) the Purchaser has waived (or does waive)
the condition to closing set forth in Section 6.02(f) of the Merger Agreement
before the time at which such Relevant Shareholder Meeting is formally
convened, or (ii) notice of such Relevant Shareholder Meeting is not provided
to the Purchaser within the requisite time period as set forth in the first
sentence of Section 4 above, then, for purposes of such Relevant Shareholder
Meeting each Shareholder hereby constitutes and appoints Purchaser, or any
nominee of Purchaser, with full power of substitution, as his or its true and
lawful attorney and proxy, for and in his, her or its name, place and stead,
to vote as his, her or its proxy as any meeting of the shareholders of the
Company, however called (a) in favor of adoption of the Merger Agreement and
approval of the transactions contemplated hereby and (b) against approval or
adoption of any action or agreement (other than the Merger Agreement or the
transactions contemplated thereby) that would impede, interfere with, delay,
postpone or attempt to discourage the Merger or reasonably be expected to
result in a breach of the Merger Agreement; provided, however, that each
Shareholder has no obligation, and the Purchaser has no authority, to vote in
favor of adoption of any agreement other than the Merger Agreement as
presently constituted or approval of any transaction other than those
transactions described in the Merger Agreement. The Purchaser may sign any
such Shareholder's name to any written consent of the shareholders of the
Company with respect to the Shares but only with respect to matters referenced
in clauses (a) and (b) of this Section 5 and subject to the limitations set
forth in Section 4 and this Section 5.
6. Waiver of Appraisal Rights. To the extent applicable, each
Shareholder hereby waives any rights of appraisal or rights to dissent from
the Merger that each Shareholder may have on the terms set forth in the Merger
Agreement in effect on the date hereof.
7. Termination. The covenants, agreements and proxy contained herein
may be terminated:
(a) By mutual consent of the parties hereto.
(b) By any party hereto, if such party is precluded by an order or
injunction of a court of competent jurisdiction from consummating the
transactions contemplated hereby.
(c) By any party hereto, if after the date hereof any action has been
taken or any statute, rule or regulation has been enacted, promulgated or
deemed applicable to the transactions contemplated hereby by any government
or governmental agency that makes the consummation of the transactions
contemplated hereby illegal.
(d) By any party hereto upon termination of the Merger Agreement in
accordance with its terms.
(e) By any party hereto upon the consummation of the Merger.
8. Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Voting Agreement
were 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.
9. Entire Agreement. This Voting Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior written and
oral and all contemporaneous oral agreements and understandings with respect
to the subject matter hereof.
10. Amendment; Waiver. This Voting Agreement shall not be amended,
altered or modified except by an instrument in writing duly executed by each
of the parties hereto. No failure or delay on the part of any party in
exercising any right, power or remedy hereunder shall operate as a waiver
hereof; not shall any single or partial exercise of any rights, power or
remedy preclude any other future exercise thereof or the exercise of any
other right, power or remedy hereunder.
11. Assignment. Neither this Voting Agreement nor any right or
obligation hereunder is assignable in whole or in part, whether by operation
of law or otherwise, by the parties to this Voting Agreement without the
express written consent of the other parties, and any such attempted
assignment shall be void and unenforceable.
12. Governing Law. This Voting Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois without
giving effect to the principles of conflict of laws thereof.
13. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance is held
invalid, illegal or unenforceable, the validity, legality and enforceability
of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
14. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall
be deemed to have then duly given upon receipt) by delivery in person, by
cable, telegram, telex or telecopies, or by registered or certified mail
(postage prepaid, return receipt requested) to the respective parties as
follows:
If to Purchaser: RF Acquisition Corp.
c/o CII Technologies, Inc.
0000 Xxxxxxxxx Xxx.
Xxxxxxxx, XX 00000
Attention: President
with a copy to: Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Perl
If to Shareholder: The Shareholders
c/o Corcom, Inc.
000 Xxxx Xxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
with a copy to: X'Xxxxxx & Xxxxxx
00 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxx
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth
above (provided that notice of any change of address shall be effective
only upon receipt thereof).
15. Descriptive Headings. The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Voting Agreement.
16. Counterparts. This Voting Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. It shall not be
necessary for all parties hereto to execute the same counterpart(s) of this
Voting Agreement for this Voting Agreement to become effective.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to
be duly executed and delivered as of the date first written above.
RF ACQUISITION CORP.
By /s/ Xxxxx Xxxxxxx
Vice President
SHAREHOLDERS
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
Exhibit A
Name Number of Shares Owned or Controlled
Xxxxxx X. Xxxxxx 944,899
Xxxxx X. Xxxxxxxxx 253,500
