EXHIBIT 2.3
VOTING AGREEMENT BETWEEN XXXXXX X. XXXXXXXX AND XXXXX FARGO & COMPANY
January 12, 2000
Xxxxx Fargo & Company
Norwest Center
Sixth and Marquette
Xxxxxxxxxxx, XX 00000
Ladies and Gentlemen:
We understand that Xxxxx Fargo & Company ("Xxxxx Fargo") and National
Bancorp of Alaska, Inc. (the "Company") intend to enter into an Agreement and
Plan of Reorganization (the "Reorganization Agreement") providing for a business
combination between the Company and a wholly-owned subsidiary of Xxxxx Fargo
(the "Business Combination"), in which all of the outstanding shares of capital
stock of the Company will be exchanged for shares of common stock of Xxxxx
Fargo.
The undersigned is a stockholder of the Company and is entering into
this letter agreement to induce Xxxxx Fargo to enter into the Reorganization
Agreement and consummate the proposed transaction.
The undersigned confirms its agreement with you as follows:
1. The undersigned represents, warrants and agrees that Schedule I
attached hereto sets forth the shares of the Company's capital stock of which
the undersigned is the record or beneficial owner and that the undersigned is on
the date hereof the lawful owner of the number of shares set forth therein, free
and clear of all voting agreements and commitments of any kind and free and
clear of all liens and encumbrances except as set forth in Schedule I. Except as
set forth in Schedule I, the undersigned does not own or hold any rights to
acquire any additional shares of the Company's capital stock (by exercise of
stock options, warrants or otherwise) or any interest therein or any voting
rights with respect to any additional shares.
2. The undersigned agrees that until the consummation of the Business
Combination or the termination of the Reorganization Agreement in accordance
with its terms, the undersigned will not contract to sell, or otherwise transfer
or dispose of any shares of the Company's capital stock or any interest therein
or securities convertible thereinto or any voting rights with respect thereto,
other than (i) pursuant to the Business Combination, (ii) with the prior written
consent of Xxxxx Fargo, or (iii) by operation of law.
3. The undersigned agrees that all shares of the Company's capital
stock beneficially owned by the undersigned at the record date for any meeting
of stockholders of the Company called to consider and vote on the Business
Combination will be voted by the undersigned in favor of the Business
Combination.
4. The undersigned agrees to cooperate fully with Xxxxx Fargo in
connection with the Business Combination. The undersigned agrees that the
undersigned will not, directly or indirectly, solicit any inquiries or proposals
from, or enter into, or continue any discussions, negotiations or agreements
relating to the business combination, merger or consolidation of the Company
with, or to the acquisition of its voting securities by, or to the direct or
indirect acquisition or disposition of a significant amount of assets otherwise
than in the ordinary course of business of the Company from or to, any person
other than Xxxxx Fargo or vote in favor of any such proposal or transaction.
5. Nothing in this agreement shall limit or otherwise interfere with
the undersigned's actions as a director or officer of the Company. Without
limiting the generality of the foregoing, the undersigned may, in his capacity
as a director of the Company, vote in the manner determined by him in his sole
discretion on any matter submitted to the vote of directors.
This letter agreement may be terminated at the option of either party
at any time after termination of the Reorganization Agreement.
Please confirm that the foregoing correctly states the understanding
between us by signing and returning to us a counterpart hereof.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Confirmed: , 2000
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XXXXX FARGO & COMPANY
By:
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Its:
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SCHEDULE I
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NAME SHARES SHARES OWNED SHARES WITH SHARES WITH LIENS RIGHTS TO ACQUIRE
OWNED INDIRECTLY POWER TO VOTE SHARED POWER ADDITIONAL SHARES OR
DIRECTLY TO VOTE VOTING RIGHTS
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Xxxxxx X. Xxxxxxxx 1,364,150 1,088,572 1,364,150 None None None
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