EXHIBIT 3
FORM OF SHAREHOLDER AGREEMENT
SHAREHOLDER AGREEMENT, dated as of October 27, 1998 (this "Agreement"),
by and between Wachovia Corporation ("Wachovia") and the shareholder of
Interstate/Xxxxxxx Xxxx, Inc. ("IJL") identified as the signatory hereto (the
"Shareholder").
WHEREAS, Wachovia is prepared to enter into an agreement and plan of
merger with IJL substantially in the form previously provided to Shareholder
(the "Merger Agreement") simultaneously with the execution of this Agreement;
WHEREAS, Wachovia would not enter into the Merger Agreement unless the
Shareholder enters into this Agreement;
WHEREAS, each Shareholder will benefit directly and substantially from
the Merger Agreement.
NOW, THEREFORE, in consideration of Wachovia's entry into the Merger
Agreement, the Shareholder agrees with Wachovia as follows:
1. The Shareholder represents and warrants that (a) he, she or it owns
or controls (regardless of in what capacity) the number of shares of IJL set
forth on the signature page hereof (the "Owned Shares") free from any lien,
encumbrance or restriction whatsoever and with full power to vote the Owned
Shares without the consent or approval of any other person and (b) this
Agreement constitutes the valid and legally binding obligation of such
Shareholder, enforceable in accordance with its terms. For all purposes of this
Agreement, Owned Shares shall include any shares of IJL 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 all of the Owned Shares in favor of the Merger Agreement and
the merger provided for therein (the "Merger") at any meeting or meetings of
IJL's shareholders called to vote upon the Merger Agreement and the Merger and
(b) will not vote such shares (or otherwise provide a proxy or consent or a
voting agreement with respect thereto) in favor of any other Acquisition
Proposal (as defined in the Merger Agreement).
3. The Shareholder agrees that he, she or it will not (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 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
Merger Agreement and the Merger, and such Shareholder will vote such proxy as
provided in Section 2 of this Agreement and (ii) an agreement identical in all
material respects to this Agreement executed by the transferee of the Owned
Shares the subject thereof; and (b) take any action or omit to take any action
which would prohibit, prevent or preclude Shareholder from performing its
obligations under this Agreement.
4. The Shareholder agrees to take all reasonable actions and make such
reasonable efforts to consummate the Merger and effect the other transactions
contemplated by the Merger Agreement.
5. The Shareholder agrees that irreparable damage 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 Wachovia shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement by the Shareholder 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.
6. 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).
7. 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.
8. Notwithstanding anything in this Agreement to the contrary, Wachovia
understands and agrees that (i) Owned Shares may be subject to liens,
encumbrances or restrictions (other than those relating to voting) arising in
connection with pledges of Owned Shares by the Shareholder or its affiliates
that exist as of the date hereof or that may be made after the date hereof other
than with the intent to avoid or thwart the purposes of this Agreement, (ii) any
transfer of Owned Shares pursuant to any bona fide foreclosure under any such
pledge shall not violate this Agreement, and (iii) the Shareholder may transfer
Owned Shares not comprising a significant part of such Shareholders' Owned
Shares to a charitable organization for charitable purposes provided that such a
transfer is not made with the intent to avoid or thwart the purposes of this
Agreement and that the Shareholder in good faith seeks to have the donee provide
the
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proxy and agreement contemplated by Section 3 or a similar arrangement (provided
that if such agreement and proxy or a similar arrangement cannot be obtained as
described above such shares may be transferred without such proxy or agreement
or similar arrangement).
9. This Agreement shall terminate as follows:
(a) On the 100th day after the termination of the Merger Agreement if
either (1) the Merger Agreement is terminated by Wachovia pursuant to Section
8.01(b) of the Merger Agreement as a result of a material willful breach by IJL
or (2) the Merger Agreement is terminated after the occurrence of an Initial
Triggering Event (as defined in the Stock Option Agreement provided for in the
Merger Agreement) or a Subsequent Triggering Event (as defined in the Stock
Option Agreement provided for in the Merger Agreement);
(b) If the circumstances set forth in paragraph (a)(1) or (a)(2) above
are not applicable, on the 30th day after the termination of the Merger
Agreement unless such termination is by IJL pursuant to Section 8.01(b) of the
Merger Agreement as a result of a material willful breach by Wachovia;
(c) If the circumstances set forth in paragraph (a)(1) or (a)(2) above
are not applicable and the Merger Agreement is terminated by IJL pursuant to
Section 8.01(b) of the Merger Agreement as a result of a material willful breach
by Wachovia, on the date of the termination of the Merger Agreement; and
(d) At the effective time of the merger provided for in the Merger
Agreement.
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IN WITNESS WHEREOF, the Shareholder and Wachovia have duly executed
this Agreement as of the date first above written.
WACHOVIA CORPORATION
By:
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Name:
Title:
SHAREHOLDER
or
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By:
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Name:
Title:
Number of Owned Shares:
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