Exhibit 99.3
VOTING AND LOCK UP AGREEMENT
This Voting and Lock Up Agreement, dated as of November 18, 2003 (this
"Agreement"), is made by and among NCO Group, Inc., a Pennsylvania corporation
("Parent"), and the Shareholder of RMH Teleservices, Inc., a Pennsylvania
corporation (the "Company"), identified on the signature pages hereto (
"Shareholder").
WITNESSETH:
WHEREAS, Parent, NCOG Acquisition Corporation, a Pennsylvania
corporation and wholly-owned subsidiary of Parent ("Purchaser") and the Company
are entering into an Agreement and Plan of Merger, dated as of the date hereof
(as it may be amended from time to time, the "Merger Agreement"; capitalized
terms used and not otherwise defined in this Agreement have the respective
meanings ascribed to such terms in the Merger Agreement), pursuant to which
Parent shall acquire all of the issued and outstanding shares of common stock,
no par value per share, of the Company (the "Common Stock") in accordance with
and subject to the terms and conditions of the Merger Agreement (the "Merger");
WHEREAS, Shareholder is the record or beneficial owner of the number of
shares of Common Stock set forth on Schedule A hereto (all such shares of Common
Stock and any shares of Common Stock hereafter acquired by such Shareholder,
including upon exercise of any Company option or warrant but excluding any
shares of Common Stock issuable pursuant to any option or warrant exercise
unless and until such shares are issued by the Company, the "Shares");
WHEREAS, as a condition to entering into the Merger Agreement and
incurring the obligations set forth therein, Parent has required that
Shareholder agree to enter into this Agreement; and
WHEREAS, Shareholder wishes to induce Parent to enter into the Merger
Agreement and therefore Shareholder is willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:
ARTICLE I
VOTING AGREEMENT
SECTION 1.01 Voting Agreement. Shareholder hereby agrees that, from and
after the date hereof and until the earlier of (x) the Effective Time or (y) the
termination of the Merger Agreement pursuant to its terms (such earlier date,
the "Termination Date"): (a) at any meeting of the shareholders of the Company,
however called, it will cause the Shares Shareholder beneficially owns to be
counted as present (or absent if requested by Parent) for purposes of
establishing a quorum and (b) at any meeting of the shareholders of the Company,
however called, and in any action by consent of the shareholders of the Company,
such Shareholder shall vote (or cause to be voted) all of such Shareholder's
Shares (i) in favor of the approval and adoption of the Merger Agreement, the
Merger and all the transactions contemplated by the Merger Agreement and this
Agreement and otherwise in such manner as may be necessary to consummate the
Merger; (ii) against any action, proposal, agreement or transaction that would
result in a breach of any covenant, obligation, agreement, representation or
warranty of the Company under the Merger Agreement or of Shareholder contained
in this Agreement; and (iii) against any action, agreement, transaction (other
than the Merger Agreement or the transactions contemplated thereby) or proposal
(including any Company Take-Over Proposal) that could reasonably be expected to
result in any of the conditions to the Merger or to the Company's obligations
under the Merger Agreement not being fulfilled or that is intended, or could
reasonably be expected, to impede, interfere, delay, discourage or adversely
affect the Merger Agreement, the Merger or this Agreement. Any vote by
Shareholder that is not in accordance with this Section 1.01 shall be considered
null and void, and the provisions of Section 1.02 shall be deemed to take
immediate effect.
SECTION 1.02 Irrevocable Proxy. Shareholder hereby irrevocably
constitutes and appoints Parent, or its designees, from and after the date
hereof and until the Termination Date (at which point such constitution and
appointment shall automatically be revoked) as Shareholder's attorney, agent and
proxy (such constitution and appointment, the "Irrevocable Proxy"), with full
power of substitution, to vote and otherwise act with respect to all such
Shareholder's Shares at any meeting of the Shareholders of the Company (whether
annual or special and whether or not an adjourned or postponed meeting), however
called, and in any action by written consent of the Shareholders of the Company,
on the matters and in the manner specified in Section 1.01. Without limiting the
foregoing, in any such vote or other action pursuant to such proxy, neither
Parent nor any other person listed in the immediately preceding sentence shall
in any event have the right (and such proxy shall not confer the right) to vote
against the Merger. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED
WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE
VALID AND BINDING ON ANY PERSON TO WHOM A SHAREHOLDER MAY TRANSFER ANY OF ITS
SHARES IN BREACH OF THIS AGREEMENT. Shareholder hereby revokes all other proxies
and powers of attorney with respect to all Shareholder's Shares that may have
heretofore been appointed or granted, and no subsequent proxy or power of
attorney shall be given (and if given, shall not be effective) by Shareholder
with respect thereto. All authority herein conferred or agreed to be conferred
shall survive the death or incapacity of Shareholder and any obligation of
Shareholder under this Agreement shall be binding upon the heirs, personal
representatives, successors and assigns of Shareholder.
ARTICLE II
LOCK UP AGREEMENT
SECTION 2.01 One Year Lock Up. During the period beginning on the date
hereof and continuing to and including the one year anniversary of the Effective
Date (the "Lock Up Period"), Shareholder will not, without the prior written
consent of Parent, directly or indirectly: (i) offer, sell, contract to sell,
pledge, grant any option to purchase, make any short sale or otherwise dispose
of any shares of common stock of Parent (including shares of common stock of
Parent issued to Shareholder in connection with the Merger and pursuant the
Merger Agreement (such shares are referred to as the "Parent Shares")), or any
options or warrants to purchase any Parent Shares, or any securities convertible
into, exchangeable for or that represent the right to receive Parent Shares,
whether now owned or hereinafter acquired, owned directly by Shareholder
(including Shareholder holding as a custodian); or (ii) enter into any swap or
any other agreement or any transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of any Parent
Shares; whether any such swap or transaction described in (i) or (ii) above is
to be settled by delivery of Parent Shares, in cash or otherwise. The foregoing
restriction is expressly agreed to preclude Shareholder from engaging in any
hedging or other transaction which is designed to or reasonably expected to lead
to, or result in, a sale or disposition of Shareholder's Parent Shares even if
such Parent Shares would be disposed of by someone other than Shareholder. Such
prohibited hedging or other transactions would include without limitation any
short sale (whether or not against the box) or any purchase, sale or grant of
any right (including without limitation any put or call option) with respect to
any of Shareholder's Parent Shares or with respect to any security that
includes, relates to, or derives any significant part of its value from such
Parent Shares. Shareholder further represents and agrees that Shareholder has
not taken and will not take, directly or indirectly, any action which is
designed to or which has constituted or which might reasonably be expected to
cause or result in stabilization or manipulation of the price of any security of
Parent to facilitate the sale or resale of the Parent Shares, or which has
otherwise constituted or will constitute any prohibited bid for or purchase of
the Parent Shares or any related securities. Notwithstanding the foregoing, a
Shareholder may transfer Parent Shares (i) as a bona fide gift or gifts,
provided that the donee or donees thereof agree to be bound by the restrictions
set forth herein, (ii) to any trust for the direct or indirect benefit of the
undersigned or the immediate family of the undersigned, provided that the
trustee of the trust agrees to be bound by the restrictions set forth herein,
and provided further that any such transfer shall not involve a disposition for
value, or (iii) with the prior written consent of Parent. For purposes of this
Section 2.01, "immediate family" shall mean the undersigned's spouse, children,
grandchildren, and siblings. The Shareholder also agrees and consents to the
entry of stop transfer instructions with the Company's transfer agent and
registrar against the transfer of the Shareholder's Parent Shares except in
compliance with the foregoing restrictions.
SECTION 2.02 Controlled Sale Subsequent to Lock Up Period. For a period
of twelve (12) months following the Lock Up Period, Shareholder will not,
without the prior written consent of Parent, directly or indirectly, offer,
sell, contract to sell, pledge, grant any option to purchase, make any short
sale or otherwise dispose of any Parent Shares, or any options or warrants to
purchase any Parent Shares, or any securities convertible into, exchangeable for
or that represent the right to receive Parent Shares, whether now owned or
hereinafter acquired, owned directly by the undersigned (including holding as a
custodian) except that the Shareholder may sell, transfer or otherwise dispose
of Parent Shares totaling in the aggregate, within each 90 day period, 27,000
shares of common stock of Parent; provided, that (i) Shareholder provides Parent
with prior written notice (via telephone, email or fax) to: Xxxx X. Xxxxxxx,
Xx., Executive VP - Corporate Development & International Operations (phone:
(000) 000-0000; e-mail: xxxx.xxxxxxx@xxxxxxxx.xxx; fax: (000) 000-0000); (ii)
such sale, transfer or other disposition is made through Deutsche Bank
Securities Inc. and (iii) such sale, transfer or other disposition is made in
conformity with the requirements of Rule 145 under the Securities Act of 1933,
as amended. Upon the one year anniversary of the expiration of the Lock Up
Period, none of the restrictions set forth in this Section 2.02 shall apply, and
Parent will promptly take, and will cause its transfer agent, legal counsel and
all other appropriate representatives to take, all necessary or appropriate
actions to remove any applicable legends or transfer restrictions on any Parent
Shares owned by Shareholder at such time, except as may otherwise be required by
applicable laws.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER
Shareholder hereby represents and warrants to Parent as follows:
SECTION 3.01 Authority of Shareholder. Shareholder has full legal
capacity, power and authority to execute and deliver this Agreement and to
perform its obligations hereunder. The execution and delivery of this Agreement
by Shareholder and the performance by Shareholder of its obligations hereunder
have been duly authorized by all requisite action on the part of Shareholder.
This Agreement has been duly and validly executed and delivered by Shareholder
and (assuming due authorization, execution and delivery by Parent) this
Agreement constitutes a legal, valid and binding obligation of Shareholder
enforceable against Shareholder in accordance with its terms, except as limited
by bankruptcy, insolvency and other similar Laws or equitable principles (but
not those concerning fraudulent conveyance) generally affecting creditors'
rights and remedies.
SECTION 3.02 No Conflict; Required Filings and Consents.
(a) The execution and delivery of this Agreement by
Shareholder does not, and the performance of this Agreement by Shareholder will
not, (i) conflict with or violate any agreement to which Shareholder is a party,
any trust agreement or any equivalent organizational documents, as the case may
be, of Shareholder, (ii) conflict with or violate any Law applicable to
Shareholder or by which any property or asset of Shareholder is bound or
affected or (iii) result in any breach of, or constitute a default (or event
that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of,
or result in the creation of an Encumbrance on any Shares (other than pursuant
to this Agreement) pursuant to, any note, bond, mortgage, indenture, pledge,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation of Shareholder, except, with respect to clauses (ii) and (iii) above,
for any such conflicts, violations, breaches, defaults or other occurrences that
would not prevent or materially delay the ability of Shareholder to carry out
Shareholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by
Shareholder does not, and the performance of this Agreement by Shareholder will
not, require any consent, approval, authorization or permit of, or filing with,
or notification to, any Governmental Body, except (i) for applicable
requirements, if any, of the Exchange Act and state securities or "blue sky"
laws, and (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would not
prevent or materially delay the ability of Shareholder to carry out
Shareholder's obligations under this Agreement.
SECTION 3.03 Ownership of Shares. As of the date hereof, except as set
forth on Schedule A hereto, Shareholder is the record or beneficial owner (as
defined in Rule 13d-3 under the Exchange Act, which meaning will apply for all
purposes of this Agreement) of, and has good, valid and marketable title to, the
number of Shares set forth opposite Shareholder's name on Schedule A hereto.
Except as set forth on Schedule A, Shares are all the securities (as defined in
Section 3(a)(10) of the Exchange Act, which definition will apply for all
purposes of this Agreement) of the Company owned, either of record or
beneficially, by Shareholder as of the date hereof and Shareholder does not have
any option or other right (including, without limitation, any Company Option) to
acquire any other securities of the Company. The Shares owned by Shareholder are
owned free and clear of all Encumbrances, other than any Encumbrances created by
this Agreement. Except as provided in this Agreement, Shareholder has not
appointed or granted any proxy, which appointment or grant is still effective,
with respect to the Shares owned by Shareholder.
SECTION 3.04 Reliance by Parent. Shareholder understands and
acknowledges that Parent is entering into the Merger Agreement in reliance upon
Shareholder's execution, delivery and performance of this Agreement.
SECTION 3.05 No Finder's Fees. No broker, finder, investment banker or
financial advisor is entitled to any brokerage, finder's, financial advisor's or
other fee or commission in connection with the transactions contemplated by this
Agreement or the Merger Agreement based upon arrangements made by or on behalf
of Shareholder that is or will be payable by Parent, the Company or any of their
respective Subsidiaries.
SECTION 3.06 Absence of Litigation. As of the date of this Agreement,
there is no litigation, suit, claim, action, proceeding or investigation pending
or, to the knowledge of the Shareholder, threatened against Shareholder, or any
property or asset of Shareholder, before any Governmental Body that seeks to
delay or prevent the consummation of the transactions contemplated by this
Agreement or the Merger Agreement.
ARTICLE IV
COVENANTS OF THE SHAREHOLDER
SECTION 4.01 No Disposition or Encumbrance of Shares. Shareholder
hereby agrees that, except as contemplated by this Agreement, Shareholder shall
not (i) deposit into any voting trust, enter into any voting agreement, or
create or permit to exist any Encumbrances of any nature whatsoever (other than
pursuant to this Agreement) with respect to, Shareholder's Shares or Parent
Shares (or agree or consent to, or offer to do, any of the foregoing), or (ii)
take any action that would make any representation or warranty of Shareholder
herein untrue or incorrect or have the effect of preventing, delaying or
disabling Shareholder from performing Shareholder's obligations hereunder.
SECTION 4.02 No Solicitation of Transactions. Shareholder shall not,
directly or indirectly, through any Representative, or otherwise, (i) solicit,
initiate, facilitate or encourage, directly or indirectly, any inquiries
relating to, or the submission of, any Company Take-over Proposal, (ii)
participate in any discussions or negotiations regarding any Company Take-over
Proposal, or in connection with any Company Take-over Proposal, or furnish to
any Person any information or data with respect to or provide access to the
properties of the Company or any of its Subsidiaries, or take any other action
to facilitate the making of any proposal that constitutes, or may reasonably be
expected to lead to, any Company Take-over Proposal or (iii) enter into any
agreement with respect to any Company Take-over Proposal or approve or resolve
to approve any Company Take-over Proposal; provided, however, that nothing in
this Section 4.02 shall prevent Shareholder from acting in Shareholder's
capacity as a director or officer of the Company, or taking any action in such
capacity (including at the direction of the Company's board of directors), but
only in either such case as and to the extent permitted by Section 6.8 of the
Merger Agreement. Except as otherwise provided by Section 6.8 of the Merger
Agreement, Shareholder shall, and shall direct or cause Shareholder's
Representatives to, immediately cease any existing activities, discussions or
negotiations with any Person conducted heretofore with respect to any of the
foregoing actions described in (i), (ii) and (iii) of this Section 4.02.
SECTION 4.03 Cooperation. Shareholder agrees to cooperate fully with
Parent and to execute and deliver such further documents, certificates,
agreements and instruments and to take such other actions as may be reasonably
requested by Parent to evidence or reflect the transactions contemplated by this
Agreement and to carry out the intent and purposes of this Agreement.
Shareholder authorizes Parent to deliver a copy of this Agreement to the
secretary or other officer of the Company authorized to tabulate votes.
SECTION 4.04 Information for Proxy Statement; Disclosure. Shareholder
covenants and agrees that none of the information relating to Shareholder and
its affiliates that has been or will be furnished to Parent by Shareholder for
inclusion in the Proxy Statement will, at (i) the time the Proxy Statement (or
any amendment or supplement thereto) is first filed with the SEC or mailed to
Shareholders of the Company or (ii) the time of the Company Shareholders'
Meeting, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. Shareholder agrees to permit Parent to publish and disclose in
the Proxy Statement and any related filings under applicable securities Laws
Shareholder's identity and ownership of Shares and the nature of its
commitments, arrangements and understandings under this Agreement and any other
information regarding Shareholder as required by applicable Laws.
SECTION 4.05 Waiver of Appraisal or Dissenter Rights. Shareholder
hereby irrevocably and unconditionally waives, and agrees not to exercise, any
dissenters' rights, any rights of appraisal and any similar rights relating to
the Merger or any related transaction that Shareholder may have by virtue of the
ownership of any outstanding shares of Common Stock owned by Shareholder.
SECTION 4.06 Director and Officer Matters Excluded. Parent acknowledges
and agrees that no provision of this Agreement shall limit or otherwise restrict
Shareholder with respect to any act or omission that Shareholder may undertake
or authorize in Shareholder's capacity as a director or officer of the Company,
including, without limitation, any vote of Shareholder in Shareholder's capacity
as a director or officer of the Company with respect to any matter presented to
the Company's board.
ARTICLE V
MISCELLANEOUS
SECTION 5.01 Legending of Certificates; Nominees Shares; Stop Transfer.
Upon request by Parent, Shareholder agrees to submit to Parent contemporaneously
with or promptly following execution of this Agreement all certificates
representing their Shares and/or Parent Shares so that Parent may note thereon a
legend referring to the rights granted to it under this Agreement. If any of the
Shares beneficially owned by a Shareholder are held of record by a brokerage
firm in "street name" or in the name of any other nominee (a "Nominee," and, as
to such Shares, "Nominee Shares"), Shareholder agrees that, upon written request
by Parent, Shareholder will within five days of such request execute and deliver
to Parent a limited power of attorney, in form and substance reasonably
satisfactory to Parent, enabling Parent to require such Nominee to (i) enter
into an agreement to the same effect as Article I and II hereof with respect to
the Nominee Shares held by such Nominee and (ii) submit to Parent the
certificates representing such Nominee Shares for notation of the
above-referenced legend thereon.
SECTION 5.02 Disclosure. Shareholder shall consult with Parent before
issuing any press release or otherwise making any public statement with respect
to this Agreement or the Merger Agreement or the transactions contemplated
hereby or thereby. Without limiting the generality of the foregoing, Shareholder
shall not, and shall not permit any of its Representatives to, make any
disclosure to its employee, to the public or otherwise regarding this Agreement
or the Merger Agreement unless (a) Parent shall have been given the opportunity
to review and comment upon such disclosure and shall have approved such
disclosure or (b) Shareholder shall have been advised in writing by its outside
legal counsel that such disclosure is required by applicable law.
SECTION 5.03 Adjustments.
(a) In the event (i) of any increase or decrease or other
change in the Shares or Parent Shares by reason of stock dividend, stock split,
reverse stock split, recapitalizations, combinations, exchanges of shares or the
like or (ii) that a Shareholder becomes the beneficial owner of any additional
shares of Common Stock or other securities of the Company or Parent, then the
terms of this Agreement shall apply to the shares of capital stock and other
securities of the Company or Parent held by the Shareholder immediately
following the effectiveness of the events described in clause (i), or
Shareholder becoming the beneficial owner thereof pursuant to clause (ii).
(b) Shareholder hereby agrees to promptly notify Parent of the
number of any new Shares, Parent Shares or other securities acquired by
Shareholder, if any, after the date hereof.
SECTION 5.04 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by telecopy
or by registered or certified mail (postage prepaid, return receipt requested)
to the respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance with this
Section 5.04):
(a) if to Shareholder:
To the appropriate address set forth on Schedule B hereto
(b) if to Parent:
NCO Group, Inc.
000 Xxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Attention: General Counsel, Xxxxxx Xxxxxx
Fax #: (000) 000-0000
with a copy to:
NCO Group, Inc.
000 Xxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Attention: Chief Financial Officer, Xxxxxx Xxxxxxx
Fax #: (000) 000-0000
and
NCO Group, Inc.
000 Xxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Attention: Executive Vice President - Corporate
Development & International
Operations, Xxxx Xxxxxxx
Fax #: (000) 000-0000
SECTION 5.05 Amendment. This Agreement may not be amended except by an
instrument in writing signed by all the parties hereto.
SECTION 5.06 Waiver. No failure on the part of any party to exercise
any power, right, privilege or remedy under this Agreement, and no delay on the
part of any party in exercising any power, right, privilege or remedy under this
Agreement, shall operate as a waiver of such power, right, privilege or remedy;
and no single or partial exercise of any such power, right, privilege or remedy
shall preclude any other or further exercise thereof or of any other power,
right, privilege or remedy. No party shall be deemed to have waived any claim
arising out of this Agreement, or any power, right, privilege or remedy under
this Agreement, unless the waiver of such claim, power, right, privilege or
remedy is expressly set forth in a written instrument duly executed and
delivered on behalf of such party; and any such waiver shall not be applicable
or have any effect except in the specific instance in which it is given.
SECTION 5.07 Entire Agreement. This Agreement (together with the
Schedules hereto) constitutes the entire agreement among the parties with
respect to the subject matter hereof and supersedes all prior agreements and
undertakings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof, other than the Merger Agreement and the
other agreements contemplated thereby.
SECTION 5.08 Applicable Law; Jurisdiction. This Agreement, and all
matters arising out of or relating to this Agreement, shall be governed by, and
construed in accordance with, the laws of the Commonwealth of Pennsylvania,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof or any other jurisdiction. In any action between
any of the parties arising out of or relating to this Agreement or any of the
transactions contemplated by this Agreement: (a) each of the parties irrevocably
and unconditionally consents and submits to the exclusive jurisdiction and venue
of the state and federal courts located in the Commonwealth of Pennsylvania (and
agrees not to commence any such action except in such courts) and irrevocably
and unconditionally waives and agrees not to plead or claim in any such court
that any such action brought in such court has been brought in an inconvenient
forum; (b) if any such action is commenced in a state court, then, subject to
applicable law, no party shall object to the removal of such action to any
federal court located in the Commonwealth of Pennsylvania; (c) each of the
parties irrevocably waives the right to trial by jury; and (d) each of the
parties irrevocably consents to service of process by first class certified
mail, return receipt requested, postage prepaid, to the address at which such
party is to receive notice in accordance with Section 5.04.
SECTION 5.09 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this 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, without necessity of proof that there is no adequate
remedy at law or requirement to post any security bond.
SECTION 5.10 Headings. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.
SECTION 5.11 Costs and Expenses. Except as otherwise provided in the
Merger Agreement, all costs and expenses of the parties hereto, including fees
and disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses, whether or not the Closing
shall have occurred.
SECTION 5.12 Parties in Interest; Assignability. This Agreement shall
be binding upon, and shall be enforceable by and inure solely to the benefit of,
the parties hereto and its respective successors and assigns; provided, however,
that except in connection with bona fide gifts or transfers to certain trusts in
accordance with Section 2.01, neither this Agreement nor any of Shareholder's
rights hereunder may be assigned without the prior written consent of Parent,
and any attempted assignment of this Agreement or any of rights by Shareholder
without such consent shall be void and of no effect; provided, further, that
Parent may assign this Agreement to any direct or indirect subsidiary of Parent,
but any such assignment shall not relieve Parent of any of its obligations
hereunder. Nothing in this Agreement, express or implied, is intended to or
shall confer upon any Person (other than the parties hereto) any right, benefit
or remedy of any nature whatsoever under or by reason of this Agreement. Any
assignment prohibited under this Section shall be null and void.
SECTION 5.13 Severability. Any term or provision of this Agreement that
is held by a court of competent jurisdiction or other authority to be invalid,
void or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction. If the final judgment of a court of
competent jurisdiction or other authority declares that any term or provision
hereof is invalid, void or unenforceable, the parties agree that the court
making such determination shall have the power to reduce the scope, duration,
area or applicability of the term or provision, to delete specific words or
phrases, or to replace any invalid, void or unenforceable term or provision with
a term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision.
SECTION 5.14 Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
SECTION 5.15 Construction.
(a) For purposes of this Agreement, whenever the context
requires: the singular number shall include the plural, and vice versa; the
masculine gender shall include the feminine and neuter genders; the feminine
gender shall include the masculine and neuter genders; and the neuter gender
shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to
the effect that ambiguities are to be resolved against the drafting party shall
not be applied in the construction or interpretation of this Agreement.
(c) For purposes of this Agreement, the words "include" and
"including," and variations thereof, shall not be deemed to be terms of
limitation, but rather shall be deemed to be followed by the words "without
limitation."
-- SIGNATURE PAGES FOLLOW --
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the day and year first above written.
By:_______________________________________
Name:
SIGNATURE PAGE TO VOTING AND LOCK UP AGREEMENT
IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as of the day and year first above written.
NCO GROUP, INC.
By:_______________________________________
Name:
Title:
SIGNATURE PAGE TO VOTING AND LOCK UP AGREEMENT
Schedule A
Name Number of Shares of Common Stock
Schedule B
Name Address
