EXHIBIT 3
VOTING AGREEMENT
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This Voting Agreement dated as of March 31, 1999 (the "Agreement") is by
and among Xxxxxx X. Xxxxxxx ("Xxxxxxx"), Xxxxxxxxx Xxxxxxx ("Xxxxxxx"), Xxxxx
Xxxxxxxxxx ("Xxxxxxxxxx") and Xxxxxxx Xxxxxx ("Xxxxxx"), Noor Research Corp
(Noor). Taslimi, Loudermilk, Mittel and Noor are herein collectively referred
to as the "Taslimi Group Members."
RECITALS
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A. The parties hereto are the record or beneficial owners of or have
voting power with respect to the number of shares of Vodavi Technology, Inc.
(the "Company") common stock set forth opposite their name on the signature page
hereof.
X. Xxxxxxx and the Taslimi Group Members desire to enter into a voting
agreement as contemplated by Section 218(c) of the Delaware General Corporation
Law.
AGREEMENTS
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1. Voting.
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a. Each Taslimi Group Member agrees to hold the shares of the
Company's common stock that such Taslimi Group Member currently owns, registered
in such Taslimi Group Member's name or beneficially owned by such Taslimi Group
Member or in which such Taslimi Group Member has voting power, and any all
other securities of the Company such Taslimi Group Member legally or
beneficially acquires after the date of this Agreement (hereinafter collectively
called the "Shares") subject to, and to vote the Shares in accordance with, the
provisions of this Agreement.
b. At each election of directors for the Company, the Taslimi Group
Members shall vote their Shares for the persons designated or as directed by
Xxxxxxx in writing. The Taslimi Group Members must also vote the Shares in all
other matters as directed by Xxxxxxx in writing.
c. Upon the request by Xxxxxxx, there shall be imprinted or
otherwise placed, on certificates representing the Shares the following
restrictive legend (the "Legend"):
"The Shares represented by this Certificate are subject to the
terms and conditions of a Voting Agreement, dated March 31, 1999,
which places certain restrictions on the voting of the Shares
represented hereby. Any person accepting any interest in such
Shares shall be deemed to agree to and shall become bound by all
the provisions of such agreement. A copy of such Voting Agreement
will be furnished to the record holder of this Certificate
without charge upon written request to Xxxxxx X. Xxxxxxx at 0000
X. Xxxxxxxx Xxxx, Xxxxx 000-000, Xxxxxxx, Xxxxxxx 00000."
d. If any Taslimi Group Member transfers any of the Shares listed in
this agreement at any time during the term of this Agreement, those transferred
Shares will continue to be subject to the provisions and restrictions contained
in this Agreement, and any transferee of such Shares will be deemed to have
accepted and consented to be bound by the provisions and restrictions of this
Agreement as if such transferee had originally executed this Agreement as a
party to it.
2. Termination. This Agreement shall continue in full force and effect
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from the date hereof until October 1, 1999, unless terminated earlier by any
party to this agreement by giving written notice to other parties hereto.
3. Entire Agreement. This Agreement sets forth the entire agreement of
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the parties with respect to the subject matter hereof. This Agreement may not
be amended, modified or terminated, and no rights or provisions herein may be
waived, without the written agreement of the parties.
4. Governing Law; Binding Effect. Except as may be required by the
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Delaware General Corporation Law, this Agreement shall be construed under and
governed by the laws of the State of Arizona and shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns.
5. Notices. All communications or notices required or permitted under
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this Agreement will be in writing and are valid upon receipt if: delivered
personally; sent by certified mail, return receipt requested; sent by
telefacsimile with a copy by first-class U.S. mail; or sent by a nationally-
recognized overnight courier service. All the notices must be addressed to the
parties as follows:
If to Xxxxxxx: Xxxxxx X. Xxxxxxx
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0000 X. Xxxxxxxx Xxxx
Xxxxx 000-000
Xxxxxxx, Xxxxxxx 00000
Fax:
If to Taslimi Group Members: 0000 Xxxxxxx Xxxxxx XX
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Xxxxx 000-000
Xxxxxxxx, XX 00000
6. Enforcement. The parties acknowledge and agree that if there is any
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breach of this Agreement, including, without limitation, any transfer of Shares
by the Taslimi Group Members contrary to the provisions of this Agreement,
remedies at law will be inadequate and each of the parties hereto shall be
entitled to specific performance of the obligations of the other parties hereto
and to such appropriate injunctive relief as may be granted by a court of
competent jurisdiction.
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7. Attorneys' Fees. In the event any party to this Agreement institutes
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an action or proceeding to enforce any rights arising out of this Agreement, the
party prevailing in that action or proceeding will be paid for all its
reasonable costs, expenses and attorneys' fees by the non-prevailing party.
Those costs and fees will be determined by the court and not by a jury, and will
be included in any judgment entered in that action or proceeding.
8. Consideration. This document sets forth the entire consideration for
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this Agreement. The consideration for this Agreement is contractual and not a
mere recital.
9. Counterparts. This Agreement may be executed in several counterparts,
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each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
10. Severability. If any provision of this Agreement is deemed to be
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invalid or inoperative for any reason, that provision shall be deemed modified
to the extent necessary to make it valid and operative, or if it cannot be so
modified, then severed, and the remainder of the Agreement shall continue in
full force and effect as if the Agreement had been signed with the invalid
portion so modified or eliminated.
11. Statutory Authority. This Agreement is established pursuant to
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Section 218(c) of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
/s/ Xxxxxx A, Xxxxxxx 556,580 shares of Company common stock
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Xxxxxx X. Xxxxxxx
/s/ Xxxxxxxxx Xxxxxxx 55,000 shares of Company common stock
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Xxxxxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxxxxx 55,000 shares of Company common stock
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Xxxxx Xxxxxxxxxx
/s/ Xxxxxxx Xxxxxx 100,000 shares of Company common stock
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Xxxxxxx Xxxxxx
/s/ Xxxxxxxxx Xxxxxxx 17,000 shares of Company common stock
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Noor Research Corp
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