VOTING AGREEMENT
EXECUTION COPY
Exhibit C
Exhibit C
This VOTING AGREEMENT (this “Agreement”), dated as of May 2, 2007, is entered into by
and among Cablevision Systems Corporation, a Delaware corporation (“CVC”), and each of the
stockholders of CVC listed on Annex A hereto (each a “Stockholder” and collectively, the
“Stockholders”).
WHEREAS, concurrently with the execution and delivery of this Agreement, Central Park Holding
Company, LLC, a Delaware limited liability company (“Parent”), Central Park Merger Sub,
Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“MergerCo”), and CVC
are entering into an Agreement and Plan of Merger (as the same may be amended, modified or
supplemented from time to time, the “Merger Agreement”), which provides, among other
things, for the merger of MergerCo with and into CVC, with CVC surviving as a wholly-owned
subsidiary of Parent (the “Merger”);
WHEREAS, as of the date hereof, each Stockholder is the beneficial owner of, and has the sole
or shared right to vote and dispose of, the number of shares of Class A common stock of CVC (the
“Class A Shares”) and shares of Class B common stock of CVC (the “Class B Shares”
and together with the Class A Shares, the “Shares”) set forth opposite such Stockholder’s
name on Annex A hereto;
WHEREAS, as a condition to its willingness to enter into the Merger Agreement, CVC has
required that each of the Stockholders agree, and each of the Stockholders is willing to agree, to
the matters set forth herein; and
NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below, the
parties hereto agree as follows:
1. Voting of Shares.
1.1 Voting Agreement. From the date hereof, and until the termination of this
Agreement pursuant to Section 5, each Stockholder hereby agrees to vote (or cause to be voted) all
of its Shares, at any annual, special or other meeting of the stockholders of CVC, and at any
adjournment or adjournments or postponement thereof, or pursuant to any consent in lieu of a
meeting or otherwise, which such Stockholder has the right to so vote in favor of the approval of
the Merger Agreement, the transactions contemplated thereby (including, without limitation, the
Merger) and any actions required in furtherance thereof, including the adoption of the Charter
Amendment (as defined in the Merger Agreement).
1.2 Irrevocable Proxy. Each Stockholder constitutes and appoints CVC and each of
Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxx, from and after the date hereof until the earlier to occur of
the Effective Time (as defined in the Merger Agreement) and the termination of this Agreement
pursuant to Section 5 (at which point such constitution and
appointment shall automatically be revoked), as such Stockholder’s attorney, agent and proxy
(each such constitution and appointment, an “Irrevocable Proxy”), with full power of
substitution, to vote and otherwise act with respect to all of such Stockholder’s Shares at any
annual, special or other meeting of the stockholders of CVC, and at any adjournment or adjournments
or postponement thereof, and in any action by written consent of the stockholders of CVC, on the
matters and in the manner specified in Section 1.1. EACH SUCH PROXY AND POWER OF ATTORNEY IS
IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL
BE VALID AND BINDING ON ANY PERSON TO WHOM SUCH STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN
BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes all other proxies and powers of attorney
with respect to all of such Stockholder’s Shares that may have heretofore been appointed or granted
with respect to the matters covered by Section 1.1, and no subsequent proxy or power of attorney
shall be given (and if given, shall not be effective) by such Stockholder with respect thereto on
the matters covered by Section 1.1. All authority herein conferred or agreed to be conferred by
any Stockholder shall survive the death or incapacity of such Stockholder and any obligation of any
Stockholder under this Agreement shall be binding upon the heirs, personal representatives,
successors and assigns of such Stockholder. It is agreed that CVC will not use the Irrevocable
Proxy granted by any Stockholder unless such Stockholder fails to comply with Section 1.1 and that,
to the extent CVC uses any such Irrevocable Proxy, it will only vote the Shares subject to such
Irrevocable Proxy with respect to the matters specified in, and in accordance with the provisions
of, Section 1.1.
1.3 Waiver of Appraisal Rights. Each Stockholder hereby waives any rights of
appraisal or rights to dissent from the Merger.
1.4 Stop Transfer. Each Stockholder agrees that it shall not request that the Company
register the transfer (book-entry or otherwise) of any certificate or uncertificated interest
representing such Stockholder’s Shares, unless such Transfer (as defined below) is made in
compliance with this Agreement.
2. Representations and Warranties of Each Stockholder.
Each Stockholder, severally, as to itself, represents and warrants to CVC as follows:
2.1 Binding Agreement. Such Stockholder has the capacity or trust power, as
applicable, to execute and deliver this Agreement and to consummate the transactions contemplated
hereby. Such Stockholder has duly and validly executed and delivered this Agreement and this
Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable
against such Stockholder in accordance with its terms.
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2.2 No Conflict. Neither the execution and delivery of this Agreement, the
consummation by such Stockholder of the transactions contemplated hereby, nor the performance of
such Stockholder’s obligations hereunder will (a) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default (or give rise to any
right of termination, cancellation, or acceleration) under any contract, agreement, instrument,
commitment, arrangement or understanding, or result in the creation of a security interest, lien,
charge, encumbrance, equity or claim with respect to such Stockholder’s Shares, (b) require
any consent, authorization or approval of any Person or (c) violate or conflict with any
law, writ, injunction or decree applicable to such Stockholder or such Stockholder’s Shares.
2.3 Ownership of Shares. Such Stockholder is the owner of the number of Shares set
forth opposite such Stockholder’s name on Annex A hereto, free and clear of any security interests,
liens, charges, encumbrances, equities, claims, options or limitations of whatever nature and free
of any other limitation or restriction (including any restriction on the right to vote, sell or
otherwise dispose of such Shares), except, in each case, as may exist by reason of this Agreement,
in connection with any margin loan, pursuant to applicable law or under the Stockholders Agreement,
dated as of March 19, 2004, as amended, by and among each of the holders of Cablevision NY Group
Class B common stock of CVC listed on Schedule A thereto.
3. Transfer and Other Restrictions.
Until the termination of this Agreement pursuant to Section 5:
3.1 Certain Prohibited Transfers. Each Stockholder agrees not to, except as provided
for in the Exchange Agreement (as defined in the Merger Agreement),
(a) sell, sell short, transfer (including by gift), pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other
disposition of (each a “Transfer”), any of its Shares or any interest contained
therein, other than pursuant to this Agreement;
(b) with respect to any of its Shares, grant any proxy or power of attorney or enter
into any voting agreement or other arrangement relating to the matters covered by Section
1.1, other than this Agreement; or
(c) deposit any of its Shares into a voting trust;
provided that, notwithstanding the foregoing, the Stockholders, in the aggregate,
shall be entitled to Transfer up to 250,000 Shares between the date hereof and the Closing.
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3.2 Additional Shares. Without limiting any provisions of the Merger Agreement, in
the event of any stock dividend, stock split, recapitalization, reclassification, combination or
exchange of shares of capital stock of CVC on, of or affecting any Stockholder’s Shares, then the
terms of this Agreement shall apply to the shares of capital stock or other such securities of CVC
held by such Stockholder immediately following the effectiveness of such event.
4. Specific Enforcement. The parties hereto agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in accordance with the
terms hereof or were otherwise breached and that each party shall be entitled to seek specific
performance of the terms hereof in addition to any other remedy which may be available at law or in
equity.
5. Termination. This Agreement shall terminate on the earliest to occur of (a) the
termination of the Merger Agreement in accordance with its terms, (b) a written agreement
between CVC and any Stockholder to terminate this Agreement, provided that any such
termination shall be effective only with respect to such Stockholder and (c) the
consummation of the transactions contemplated by the Merger Agreement. The termination of this
Agreement in accordance with this Section 5 shall not relieve any party from liability for any
willful breach of its obligations hereunder committed prior to such termination.
6. Survival. The representations, warranties and agreements of the parties contained in
this Agreement shall not survive any termination of this Agreement, provided,
however, that no such termination shall relieve any party hereto from any liability for any
willful breach of this Agreement.
7. Notices. All notices, consents, waivers and other communications required or permitted
by this Agreement shall be in writing and shall be deemed given to a party when (a)
delivered to the appropriate address by hand or by nationally recognized overnight courier service
(costs prepaid), (b) sent by facsimile or e-mail with confirmation of transmission by the
transmitting equipment or (c) received or rejected by the addressee, if sent by certified
mail, return receipt requested, in each case to the following addresses, facsimile numbers or
e-mail addresses and marked to the attention of the person (by name or title) designated below (or
to such other address, facsimile number, e-mail address or person as a party may designate by
notice to the other parties):
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If to CVC, to:
Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Telecopier:
Attention:
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Telecopier:
Attention:
with a copy (which shall not constitute notice) to:
Xxxxxxx Xxxx & Xxxxxxxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx
and
Xxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxx X. Xxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxx X. Xxxx
If to any Stockholder, to the address of such Stockholder set forth opposite such
Stockholder’s name on Annex A hereto, with a copy (which shall not constitute notice) to:
Stockholder’s name on Annex A hereto, with a copy (which shall not constitute notice) to:
Debevoise & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxx
Fax: (000) 000-0000
Email: xxxxxx@xxxxxxxxx.xxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxx
Fax: (000) 000-0000
Email: xxxxxx@xxxxxxxxx.xxx
8. Entire Agreement. This Agreement (including the documents and instruments referred to
herein) constitutes the entire agreement and supersedes all other prior agreements and
understandings, both written and oral, among the parties, or any of them, with respect to the
subject matter hereof.
9. Amendment; Release. This Agreement may not be modified, amended, altered or
supplemented except by a written agreement between CVC and any Stockholder, provided that
any such modification, amendment, alteration or supplement shall be effective only with respect to
such Stockholder; and provided further that no such written
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agreement shall be binding on CVC unless approved by the Special Committee (as defined in the
Merger Agreement).
10. Successors and Assigns.
10.1 This Agreement shall not be assigned by operation of law or otherwise by any Stockholder
without the prior written consent of CVC and each Stockholder. This Agreement will be binding
upon, inure to the benefit of and be enforceable by each party and such party’s respective heirs,
beneficiaries, executors, representatives and permitted assigns.
10.2 Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to
such Stockholder’s Shares and shall be binding upon any Person to which legal or beneficial
ownership of such Shares shall pass, whether by operation of law or otherwise, other than any
Shares transferred in accordance with Section 3.1.
11. Counterparts. This Agreement may be executed by facsimile and in two or more
counterparts, each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
12. Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by
and construed in accordance with the Laws of the State of Delaware, regardless of the Laws that
might otherwise govern under applicable principles of conflicts of laws thereof, except to the
extent that mandatory provisions of federal law apply. Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of the courts of the State of Delaware and any appellate court thereof, in any action or proceeding
arising out of or relating to this Agreement or the agreements delivered in connection herewith or
the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment
relating thereto, and each of the parties hereby irrevocably and unconditionally (a) agrees
not to commence any such action except in such court, (b) agrees that any claim in respect
of any such action or proceeding may be heard and determined in such Delaware state court,
(c) waives, to the fullest extent it may legally and effectively do so any objection which
it may now or hereafter have to venue of any such action or proceeding in any such Delaware state
court, and (d) waives, to the fullest extent permitted by Law, the defense of any
inconvenient forum to the maintenance of such action or proceeding in any such Delaware state
court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by Law. Each of the parties to this Agreement irrevocably consents to
service of process in any such action or proceeding in the manner provided for notices in Section 7
of this Agreement; provided, however, that nothing in this Agreement shall affect
the right of any party to this Agreement to serve process in any other manner permitted by Law.
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13. Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER RELATED DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
14. Severability. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so
broad as to be unenforceable, the provision shall be interpreted to be only so broad as is
enforceable.
15. Headings. The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by a duly authorized
officer of CVC and each Stockholder, on the day and year first written above.
CABLEVISION SYSTEMS CORPORATION |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: Xxxxxxx X. Xxxxxx | ||||
| Title: Executive Vice President and Chief Financial Officer | ||||
STOCKHOLDERS: |
||||
| /s/ Xxxxxxx X. Xxxxx | ||||
| Xxxxxxx X. Xxxxx | ||||
| /s/ Xxxxx X. Xxxxx | ||||
| Xxxxx X. Xxxxx | ||||
| /s/ Xxxxxx X. Xxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
| /s/ Xxxxxxx X. Xxxxx | ||||
| Xxxxxxx X. Xxxxx | ||||
| /s/ Xxxxxxx X. Xxxxx-Xxxxxxx | ||||
| Xxxxxxx X. Xxxxx-Xxxxxxx | ||||
| /s/ Xxxxxxxx Xxxxx Xxxxx | ||||
| Xxxxxxxx Xxxxx Xxxxx | ||||
| /s/ Xxxxxxxx Xxxxx | ||||
| Xxxxxxxx Xxxxx, individually and as a Trustee of | ||||
| the Xxxxx Grandchildren Trust, the DC James Trust, the XX Xxxxxx Trust, the DC Patrick Trust, the DC Xxxxxxxx Trust, the DC Xxxxxxxx Trust, the DC Xxxxxxx Trust, the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6 and as Trustee of the Xxxxxxx Xxxxx 1989 Trust, the Xxxx Xxxxx 1989 Trust and the Xxxx Xxxxx 1989 Trust | ||||
| /s/ Xxxx X. Xxxxx | ||||
| Xxxx X. Xxxxx, not individually, but solely as a | ||||
| Trustee of the Xxxxx Grandchildren Trust, the DC James Trust, the DC Xxxxxxxx Trust, the CFD Trust No. 1 and the CFD Trust No. 6 | ||||
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| /s/ Xxxx X. Xxxxx | ||||
| Xxxx X. Xxxxx, not individually, but solely as a | ||||
| Trustee of the DC Xxxxxxx Trust, the DC Patrick Trust, the CFD Trust No. 2 and the CFD Trust No. 4 | ||||
| /s/ Xxxxxxx X. Xxxxx | ||||
| Xxxxxxx X. Xxxxx, not individually, but solely as | ||||
| a Trustee of the DC Xxxxxxxx Trust, the XX Xxxxxx Trust, the CFD Trust No. 3 and the CFD Trust No. 5 | ||||
| /s/ Xxxxxxxx X. Xxxxx | ||||
| Xxxxxxxx X. Xxxxx, not individually, but solely | ||||
| as a Trustee of the Xxxxxxx X. Xxxxx 2001 Family Trust | ||||
| /s/ Xxxxx X. Xxxxx | ||||
| Xxxxx X. Xxxxx, not individually, but solely as a | ||||
| Trustee of the Xxxxxxx X. Xxxxx 2001 Family Trust | ||||
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Annex A
| Name and Address of Investor | Class A Shares | Class B Shares | ||
Xxxxxxx X. Xxxxx 000 Xxxx Xxxx Xxxx Xxxxxx Xxx, XX 00000 |
1,675 | 25,741,059 | ||
Xxxxx X. Xxxxx c/o JLD Family Xxxxxx 0000 Xxxxxxx Xxxxxx Xxxxxxxx, XX 00000 |
215,958 | 0 | ||
Xxxxxxx X. Xxxxx 00 Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxxxxx, XX 00000 |
75,490 | 0 | ||
Xxxxxx X. Xxxxx c/o Cablevision Systems Corporation 0000 Xxxxxxx Xxxxxx Xxxxxxxx, XX 00000 |
122,668 | 0 | ||
Xxxxxxxx X. Xxxxx 00X Xxxxxx Xxxx Xxxxxxx, XX 00000 |
6,381 | 0 | ||
Xxxxxxx X. Xxxxx-Xxxxxxx 00 Xxxx Xxxx Xxxx Xxxxxx Xxx, XX 00000 |
6,381 | 0 | ||
Xxxxxxxx Xxxxx Xxxxx 00 Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx, XX 00000 |
6,381 | 0 | ||
Xxxxx Grandchildren Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
0 | 1,600 | ||
| Name and Address of Investor | Class A Shares | Class B Shares | ||
DC James Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
0 | 1,934,443 | ||
DC Patrick Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
0 | 1,878,085 | ||
XX Xxxxxx Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
0 | 1,934,443 | ||
DC Xxxxxxxx Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
0 | 1,934,443 | ||
DC Xxxxxxx Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
0 | 1,934,443 | ||
DC Xxxxxxxx Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
0 | 1,878,085 | ||
CFD Trust No. 1 c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
191,456 | 1,741,481 |
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| Name and Address of Investor | Class A Shares | Class B Shares | ||
CFD Trust No. 2 c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
191,456 | 1,741,481 | ||
CFD Trust No. 3 c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
191,456 | 1,685,123 | ||
CFD Trust No. 4 c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
191,456 | 1,665,978 | ||
CFD Trust No. 5 c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
159,547 | 1,773,391 | ||
CFD Trust No. 6 c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
159,547 | 1,773,391 | ||
Xxxx Xxxxx 1989 Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
0 | 60,627 | ||
Xxxxxxx Xxxxx 1989 Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
0 | 60,627 |
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| Name and Address of Investor | Class A Shares | Class B Shares | ||
Xxxx Xxxxx 1989 Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
0 | 60,627 | ||
Xxxxxxx X. Xxxxx 2001 Family Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
319,086 | 7,490,024 | ||
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