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EXHIBIT 99.2
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Voting Agreement"), dated as of October
18, 1998, is made by and between Lifeline Systems, Inc., a corporation organized
under the laws of the Commonwealth of Massachusetts (the "Company"), and Westar
Capital, Inc., a corporation organized under the laws of the State of Kansas
(the "Stockholder").
WHEREAS, concurrently herewith, Protection One, Inc., a corporation
organized under the laws of the state of Delaware ("Parent"); Protection One
Acquisition Holding Corporation, a corporation organized under the laws of the
State of Delaware and a wholly owned subsidiary of Parent ("New Parent"); P-1
Merger Sub, Inc., a corporation organized under the laws of the Commonwealth of
Massachusetts and a wholly owned subsidiary of New Parent ("Merger Sub I"); P-1
Merger Sub, Inc., a corporation organized under the laws of the State of
Delaware and a wholly owned subsidiary of New Parent ("Merger Sub II") and the
Company, are entering into an Agreement and Plan of Contribution and Merger (as
it may be amended from time to time in the future in accordance with its terms,
the "Merger Agreement"), providing for, among other things, the merger of Merger
Sub II with and into the Parent (the "Parent Merger"), with the Parent being the
entity surviving the Parent Merger and continuing after the Parent Merger as a
wholly owned subsidiary of New Parent;
WHEREAS, as of the date hereof, the Stockholder beneficially owns a
majority of the issued and outstanding shares of common stock ("Shares"), par
value $0.01 per share, of the Parent (the "Owned Shares");
WHEREAS, following the execution and delivery of this Voting Agreement,
the Stockholder may become the beneficial owner of additional Shares upon the
exercise of options, warrants or rights, the conversion or exchange of
convertible or exchangeable securities, or by means of purchase, dividend,
distribution, or otherwise (which additional shares shall, from and after the
time they are acquired by the Stockholder, be deemed to constitute "Owned
Shares"); and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, the Company has required that the Stockholder agree, and the
Stockholder has agreed, to vote the Owned Shares in favor of the adoption of the
Merger Agreement and the approval of the Parent Merger in accordance with the
terms and conditions of this Voting Agreement;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration given to each party hereto, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. Agreement to Vote. The Stockholder hereby agrees that, during the
time this Voting Agreement is in effect, at any meeting of the stockholders of
the Parent, however called,
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and in any action by consent of the stockholders of the Parent, it will vote all
of the Owned Shares, subject to the expiration of this Voting Agreement pursuant
to Section 2 hereof, (i) in favor of the Parent Merger, the Merger Agreement and
the transactions contemplated by the Merger Agreement and (ii) against any
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Parent
under the Merger Agreement or which would result in any of the conditions to the
Parent's obligations under the Merger Agreement not being fulfilled. In the
event the Stockholder fails to approve the Parent Merger (as defined in the
Merger Agreement) on or before the date of the Special Meeting (as defined in
the Merger Agreement), in order to effect the intentions of the parties
hereunder, the Stockholder hereby constitutes and appoints Xxxxxx Xxxxxxxxx and
Xxxxxx X. Xxxxxx, either of whom may act without the joinder of the other, as
the Stockholder's true and lawful proxy and attorney-in-fact to vote any and all
of the Owned Shares at any meeting of stockholders of the Parent or to execute a
written consent in lieu of a meeting, to approve the Parent Merger. The
Stockholder acknowledges that the proxy granted hereby is irrevocable, being
coupled with an interest, and that such proxy will continue until the
termination of this Voting Agreement in accordance with its terms.
2. Expiration. This Voting Agreement and the Stockholder's obligations
hereunder shall terminate on the first to occur of (a) the Effective Time (as
defined in the Merger Agreement) (b) the termination of the Merger Agreement in
accordance with its terms or (c) April 30, 1998, if the Effective Time has not
occurred on or before April 30, 1999 due to a failure of any of the conditions
to the obligations of the Parent, New Parent and the Merger Subsidiaries to
effect the Mergers set forth in Sections 7.1 and 7.3 of the Merger Agreement.
3. Representations and Warranties of the Stockholder. The Stockholder
hereby represents and warrants to the Purchaser as follows:
3.1 Organization and Power. The Stockholder is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Kansas and has the requisite corporate power and authority to enter
into and perform this Voting Agreement.
3.2 Ownership of Shares. The Stockholder beneficially owns a
majority of the Shares. The Stockholder has sole voting power and sole power of
disposition with respect to such Owned Shares, with no restrictions, subject to
applicable federal securities laws, on its rights of disposition pertaining
thereto.
3.3 Authority; Binding Agreement. The execution and delivery
of this Voting Agreement by the Stockholder and the consummation by it of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Stockholder. This Voting Agreement has been
duly and validly executed and delivered by the Stockholder and constitutes a
valid and binding obligation of the Stockholder, enforceable against the
Stockholder in accordance with its terms, except to the extent (i) such
enforcement may be limited by applicable bankruptcy, insolvency or similar laws
affecting creditors' rights
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and (ii) the remedy of specific enforcement and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.
3.4 No Conflicts. The execution, delivery and performance of
this Voting Agreement by the Stockholder will not constitute a breach, violation
or default (or any event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or accelerate the
performance required by, or result in a right of termination or acceleration
under, or result in the creation of any lien or encumbrance upon any of the
Owned Shares under, any note, bond, mortgage, indenture, deed of trust, license,
lease, agreement or other instrument to which the Stockholder is a party or by
which the Owned Shares may be bound.
3.5 Certain Tax Matters. The Stockholder will deliver both to
Xxxx and Xxxx LLP, counsel to the Company, and to Weil, Gotshal & Xxxxxx LLP,
counsel to the Parent, a tax representation letter in connection with the
transactions contemplated by the Merger Agreement to the effect that the
Stockholder has no current plans or intention to dispose of any shares of New
Parent Common Stock received by it in the Parent Merger.
4. Certain Covenants of the Stockholder. The Stockholder hereby
covenants and agrees as follows with respect to the period during which this
Voting Agreement is in effect:
4.1 Restriction on Transfer, Proxies and Non-Interference.
Except as contemplated hereby, the Stockholder shall not (i) sell, transfer,
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, any of its Owned Shares
except to its affiliates, which Owned Shares will remain subject to this Voting
Agreement, (ii) grant any proxies, deposit any shares of capital stock of the
Company into a voting trust or enter into a voting agreement with respect to any
such Shares or (iii) take any action that would make any representation or
warranty of the Stockholder contained herein untrue or incorrect or have the
effect of preventing or disabling the Stockholder from performing its
obligations under this Voting Agreement.
5. Further Assurances. From time to time, at the other party's request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further action as may be necessary
or desirable to consummate and make effective the transactions contemplated by
Section 1 of this Voting Agreement.
6. Miscellaneous.
6.1 Entire Agreement; Assignment. This Voting Agreement
constitutes the entire agreement among the parties with respect to the subject
matter hereof and supersedes all
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other prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter.
6.2 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 received if so given) by hand delivery, telegram, telex
or telecopy, by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
To the Stockholder at the address set forth on Schedule A hereto.
with copies to:
Xxxx Xxxxxxx, Esq.
Western Resources
000 X. Xxxxxx Xxxxxx
Xxxxxx, Xxxxxx 00000
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
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Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxx, Esq.
To the Company:
Lifeline Systems, Inc.
000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000
Attn: Xxxxxx Xxxxxxxxx
with a copy to:
Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxx X. Xxxxxxxx, Esq.
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
6.3 Governing Law. This Voting 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.
6.4 Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or agreements
contained in this Voting Agreement will cause the other party to sustain damages
for which it would not have an adequate remedy at law for money damages, and
therefore each of the parties hereby agrees that in the event of any such breach
the aggrieved party shall be entitled to the remedy of specific performance of
such covenants and agreements and injunctive and other equitable relief in
addition to any other remedy to which it may be entitled, at law or in equity.
6.5 Counterparts. This Voting Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original, but all
of which shall constitute one and the same Voting Agreement.
6.6 Descriptive Headings. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Voting Agreement.
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6.7 Severability. Whenever possible, each provision or portion
of any provision of this Voting Agreement will be interpreted in such manner as
to be effective and valid under applicable law but if any provision or portion
of any provision of this Voting Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this
Voting Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision or portion of any
provision had never been contained herein.
6.8 Capitalized Terms. Capitalized terms used in this Voting
Agreement but not otherwise defined in this Voting Agreement shall have the
respective meanings given to such terms in the Merger Agreement.
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IN WITNESS WHEREOF, the Company and the Stockholder have caused this
Voting Agreement to be duly executed as of the day and year first above written.
LIFELINE SYSTEMS, INC.
By:
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Xxxxxx Xxxxxxxxx
President
WESTAR CAPITAL, INC.
By:
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Name:
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Title:
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