VOTING AGREEMENT
Exhibit 2.3
Execution Version
VOTING AGREEMENT, dated as of September 1, 2005 (this “Agreement”), between Xxxx X. Xxxxx of
000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 (the “Stockholder”) and Xxxxx & Co., Inc., a
Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall
have the respective meanings assigned to them in the Shareholder Agreement referred to below.
WHEREAS, as of the date hereof, the Stockholder owns shares of capital stock of Lionbridge
Technologies, Inc., a Delaware corporation (the “Company”) set forth on Schedule I attached hereto
(such shares, together with any other voting or equity securities of the Company hereafter acquired
by the Stockholder prior to the termination of this Agreement, being referred to herein
collectively as the “Shares”);
WHEREAS, concurrently with the execution of this Agreement, Parent and the Company are
entering into a Shareholder Agreement, dated as of the date hereof (the “Shareholder Agreement”),
pursuant to which, among other matters, the Company has agreed (a) to designate a Director to serve
on the Board in accordance with the provisions of Section 2.01 of the Shareholder Agreement and (b)
to nominate a Director to serve on the Board in accordance with the provisions of Section 2.02 of
the Shareholder Agreement (collectively, the “Director Rights”); and
WHEREAS, as a condition to the willingness of Parent to enter into the Shareholder Agreement,
Parent has required that the Stockholder agree, and in order to induce Parent to enter into the
Shareholder Agreement, the Stockholder 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 hereby agree as follows:
Section 1. Voting of Shares. The Stockholder covenants and agrees that until the
termination of this Agreement in accordance with the terms hereof, at meeting of the stockholders
of the Company, however called, and in any action by written consent of the stockholders of the
Company, the Stockholder will vote, or cause to be voted, all of his Shares in favor of the
Director to be designated or appointed to the Board by the Parent in accordance with, and subject
to the limitations set forth in, the Shareholder Agreement.
Section 2. Representations and Warranties of the Stockholder. The Stockholder
represents and warrants to Parent as follows:
(a) Voting Power of Shares. The Stockholder has sole voting power, without
restrictions, with respect to all of the Shares. The execution and delivery by the Stockholder of
this Agreement does not (i) require on the part of the Stockholder any notice to or filing with, or
any permit, authorization, consent or approval of, any government or political subdivision or
regulatory authority or any other person or (ii) violate any material contract, order, writ,
injunction, decree, statute, rule or regulation applicable to the Stockholder or to which the
Stockholder or the Shares may be bound.
(b) Power, Binding Agreement. The Stockholder has the legal capacity and all
requisite power and authority to enter into and perform all of his obligations under this
Agreement. This 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 that enforceability may be subject to applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and to general equitable principles.
Section 3. Termination. This Agreement shall terminate at the time the Director
Rights terminate under the provisions of Article 2 of the Shareholder Agreement.
Section 4. Fiduciary Duties. The Stockholder is signing this Agreement solely in
Stockholder’s capacity as an owner of his Shares, and nothing herein shall prohibit, prevent or
preclude the Stockholder from taking or not taking any action in his capacity as an officer or
director of the Company.
Section 5. Miscellaneous.
(a) Binding Effect; Assignability; Benefit.
(i) This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their permitted assigns, provided that no party may (other than by operation of law) assign,
delegate or otherwise transfer any of its rights or obligations under this Agreement without the
prior consent of the other party hereto.
(ii) Nothing in this Agreement, expressed or implied, is intended to confer on any person
other than the parties hereto, and their respective heirs, successors, legal representatives and
permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this
Agreement.
(b) Notices. All notices, requests, demands, claims, and other communications
hereunder shall be in writing. Any notice, request, demand, claim, or other communication
hereunder shall be deemed duly delivered four (4) Business Days after it is sent by registered or
certified mail, return receipt requested, postage prepaid, or one (1) Business Day after it is sent
for next Business Day delivery via a reputable nationwide overnight courier service, in each case
to the intended recipient as set forth below:
(i) If to Parent:
Xxxxx & Co., Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Telecopy: (000) 000-0000
000 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Telecopy: (000) 000-0000
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Copy (which shall not constitute notice) to:
White & Case LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
(ii) If to the Stockholder:
Xxxx X. Xxxxx
000 Xxxxxxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
000 Xxxxxxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Copy (which shall not constitute notice) to:
Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
(iii) Any party may give any notice, request, demand, claim, or other communication hereunder
using any other means (including personal delivery, expedited courier, messenger service, telecopy,
telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other
communication shall be deemed to have been duly given unless and until it actually is received by
the party for whom it is intended. Any party may change the address to which notices, requests,
demands, claims, and other communications hereunder are to be delivered by giving the other party
or parties notice in the manner herein set forth.
(c) Waiver; Amendment. No provision of this Agreement may be waived except by an
instrument in writing executed and delivered by the Stockholder and a duly authorized officer of
the Parent.
(d) Fees and Expenses. Each party shall bear its own costs and expenses incurred in
connection with the preparation of this Agreement, or any amendment or waiver hereof.
(e) Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to the conflicts of laws rules of such
state.
(f) Waiver of Jury Trial. Each of the Stockholder and the Parent hereby waive, to the
fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of
any litigation as between the parties directly or indirectly arising out of, under or in connection
with this Agreement or the transactions contemplated hereby or disputes relating
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hereto. Each of the Stockholder and the Parent (i) certifies that no representative, agent or
attorney of the other party has represented, expressly or otherwise that such other party would
not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it
and the other party have been induced to enter into this Agreement by, among other things, the
mutual waivers and certifications in this
Section 5(f).
(g) Specific Enforcement. Each party hereto acknowledges that the remedies at law of
the other party for a breach or threatened breach of this Agreement would be inadequate and, in
recognition of this fact, any party to this Agreement, without posting any bond, and in addition to
all other remedies that may be available, shall be entitled to obtain equitable relief in the form
of specific performance, a temporary restraining order, a temporary or permanent injunction or any
other equitable remedy that may then be available.
(h) Counterparts; Effectiveness. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Agreement shall become effective
when each party hereto shall have received counterparts hereof signed by the other party hereto.
(i) Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto and supersedes all prior and contemporaneous agreements and understandings, both
oral and written, between the parties hereto with respect to the subject matter hereof.
(j) Captions. The captions herein are included for convenience of reference only and
shall be ignored in the construction or interpretation hereof.
(k) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby is not affected in
any manner materially adverse to any party. Upon such a determination, the parties shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner so that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.
(l) Jurisdiction; Agents for Service of Process. Any judicial proceeding brought
against any of the parties to this Agreement on any dispute arising out of this Agreement or any
matter related hereto may be brought exclusively in the courts of the State of New York located in
New York City or in the United States District Court for the Southern District of New York, and, by
execution and delivery of this Agreement, each of the parties to this Agreement accepts the
exclusive jurisdiction of such courts, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this Agreement. The foregoing consent to jurisdiction shall not
constitute general consent to service of process in the State of New York for any purpose except as
provided above and shall not be deemed to confer rights on any Person other than the respective
parties to this Agreement. Each of the Stockholder and the Parent agree
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that service of any process, summons, notice or document by United States registered mail to
such party’s address set forth above shall be effective service of process for any action, suit or
proceeding in New York with respect to any matters for which it has submitted to jurisdiction
pursuant to this Section 5(l).
(m) Construction. The language used in this Agreement shall be deemed to be the
language chosen by the parties to express their mutual intent, and no rule of strict construction
shall be applied against any party.
[Signature Page to follow]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed
individually or by its respective duly authorized officer as of the date first written above.
XXXXX & CO., INC. | ||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Senior Vice President, General | |||
Counsel and Corporate Secretary | ||||
STOCKHOLDER: | ||||
/s/ Xxxx X. Xxxxx | ||||
Signature |
||||
Xxxx X. Xxxxx |
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Schedule I
Shares: 2,693,395 shares of Common Stock
Options: options to purchase 1,125,000 shares of common stock outstanding (vested and unvested).
No voting rights attached to the options.
Restricted Stock Units: 171,889 Units, with restrictions that lapse in August 2007, 2008 and 2009.
No voting rights attached to the Units.
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