EXHIBIT (d)(2)
FORM OF STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT (this "Agreement"), dated as of January 4, 2001,
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among Cobra Electronics Corporation, a Delaware corporation ("Parent"), Blue
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Xxxxxx, Inc., a Delaware corporation and a wholly owned subsidiary of Parent
("Sub"), and the undersigned stockholder (the "Stockholder") of Lowrance
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Electronics, Inc., a Delaware corporation (the "Company").
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WHEREAS, Parent, Sub and the Company propose to enter into an
Agreement and Plan of Merger dated as of even date herewith (as the same may be
amended or supplemented, the "Merger Agreement") to provide for the making of a
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cash tender offer (as such offer may be amended from time to time, the "Offer")
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by Sub for any and all shares of common stock, par value $.10 per share, of the
Company (the "Common Stock") at the Offer Price (as defined in the Merger
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Agreement) and the merger of the Company and Sub (the "Merger");
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WHEREAS, the Stockholder legally and/or beneficially owns (i) that
number of shares of Common Stock appearing on the signature page hereof (such
shares, as they may be adjusted by any stock dividend, stock split,
recapitalization, combination or exchange of shares, merger, consolidation,
reorganization or other change or transaction of or by the Company (each, an
"Adjustment Event") being referred to herein as the "Subject Shares") and (ii)
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that number of shares of Series A Preferred Stock, par value $.50 per share, of
the Company (the "Preferred Stock") appearing on the signature page hereto (such
shares, as they may be adjusted by any Adjustment Event being referred to herein
as the "Subject Preferred Shares"); and
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WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Sub have requested that the Stockholder enter into this
Agreement;
NOW, THEREFORE, to induce Parent and Sub to enter into, and in
consideration of their entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows:
1. Redemption of Subject Preferred Shares.
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(a) Redemption. The Stockholder agrees that the Subject Preferred
Shares shall be redeemed by the Company effective immediately after the
acceptance of shares of Common Stock for payment by Sub pursuant to the
Offer at a redemption price of $9.375 per share, subject to appropriate
adjustment in the case of any Adjustment Event (the "Redemption"). The
Stockholder agrees to deliver to the Company on the effective date of the
Redemption the certificates representing the Subject Preferred Shares and
any other documents reasonably requested by the Company in connection with
the Redemption .
(b) No Conversion, Transfer etc. The Stockholder agrees that
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notwithstanding the terms of the Subject Preferred Shares, the Stockholder
will not cause
the Subject Preferred Shares to be converted into shares of Common Stock.
The Stockholder agrees not to sell, transfer, pledge, assign or otherwise
disposed, or enter into any contract, option or other arrangement
(including any profit sharing arrangement) with respect to the sale,
transfer, pledge, assignment or other disposition of, the Subject Preferred
Shares to any person other than the Company.
2. Representations and Warranties of the Stockholder. The
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Stockholder hereby represents and warrants to Parent and Sub as follows:
(a) Authority. The Stockholder has all requisite power and authority
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to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by the Stockholder and constitutes a valid and binding obligation
of the Stockholder enforceable in accordance with its terms. The execution
and delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby and compliance with the terms hereof will
not, conflict with, result in any violation of or default (with or without
notice or lapse of time or both) under, any provision of any trust
agreement, loan or credit agreement, note, bond, mortgage, indenture, lease
or other agreement, instrument, permit, concession, franchise, license,
judgment, order, notice, decree, statute, law, ordinance, rule or
regulation applicable to the Stockholder or to the Stockholder's property
or assets. Except for the expiration or termination of the waiting period
under the HSR Act and informational filings with the SEC, no consent,
approval, order or authorization of, or registration, declaration or filing
with, any court, administrative agency or commission or other governmental
authority or instrumentality, domestic, foreign or supranational, is
required by or with respect to the Stockholder in connection with the
execution and delivery of this Agreement or the consummation by the
Stockholder of the transactions contemplated hereby.
(b) The Shares. The Stockholder has good and marketable title to the
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Subject Shares and the Subject Preferred Shares, free and clear of any
claims, liens, encumbrances and security interests whatsoever, except, in
the case of the Subject Preferred Shares, for a security interest in favor
of the Company. The Stockholder owns no shares of Common Stock other than
the Subject Shares.
3. Representations and Warranties of Parent and Sub. Parent and Sub
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hereby represent and warrant to the Stockholder that each of Parent and Sub has
all requisite corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement by Parent and Sub, and the consummation of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action
on the part of Parent and Sub. This Agreement has been duly executed and
delivered by Parent and Sub and constitutes a valid and binding obligation of
Parent and Sub enforceable in accordance with its terms.
4. Covenants of the Stockholder. From and after the date hereof
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through and including the date of termination of this Agreement pursuant to
Section 7, the Stockholder agrees as follows:
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(a) At any meeting of stockholders of the Company called to vote upon
the Merger and the Merger Agreement or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval with
respect to the Merger and the Merger Agreement is sought, the Stockholder
shall vote (or cause to be voted) the Subject Shares in favor of the
Merger, the approval of the Merger Agreement and the approval of the terms
thereof and each of the other transactions contemplated by the Merger
Agreement, provided that the terms of the Merger Agreement shall not have
been amended to adversely affect the Stockholder.
(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the
Stockholder's vote, consent or other approval is sought, the Stockholder
shall vote (or cause to be voted) the Subject Shares against (i) any merger
agreement or merger (other than the Merger Agreement and the Merger),
consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by the
Company or any other Takeover Proposal or (ii) any amendment of the
Company's certificate of incorporation or by-laws or other proposal or
transaction involving the Company or any of its subsidiaries, which
amendment or other proposal or transaction would in any manner impede,
frustrate, prevent or nullify the Merger, the Merger Agreement or any of
the other transactions contemplated by the Merger Agreement.
(c) The Stockholder agrees not to (i) sell, transfer, pledge, assign
or otherwise dispose of, or enter into any contract, option or other
arrangement (including any profit sharing arrangement) with respect to the
sale, transfer, pledge, assignment or other disposition of, the Subject
Shares to any person other than Sub or Sub's designee or (ii) enter into
any voting arrangement, whether by proxy, voting agreement or otherwise, in
connection, directly or indirectly, with any Takeover Proposal.
(d) The Stockholder shall not, nor shall the Stockholder permit any
investment banker, attorney or other adviser or representative of the
Stockholder to, (i) directly or indirectly solicit, initiate or encourage
the submission of any Takeover Proposal or (ii) directly or indirectly
participate in any discussions or negotiations regarding, or furnish to any
person any information with respect to, or take any other action to
facilitate any inquiries or the making of any proposal that constitutes, or
may reasonably be expected to lead to, any Takeover Proposal.
(e) So long as the Merger Agreement has not been terminated, the
Stockholder shall tender pursuant to the Offer, and not withdraw, all of
the Subject Shares.
5. Further Assurances. The Stockholder will, from time to time,
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execute and deliver, or cause to be executed and delivered, such additional or
further transfers, assignments, endorsements, consents and other instruments as
Parent or Sub may reasonably request for the purpose of effectively carrying out
the transactions contemplated by this Agreement.
6. Assignment. Neither this Agreement nor any of the rights,
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interests or obligations hereunder shall be assigned by any of the parties
without the prior written consent of the other parties, except that Sub may
assign, in its sole discretion, any or all of its rights,
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interests and obligations hereunder to Parent or to any direct or indirect
wholly owned subsidiary of Parent. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns and, in the case of the
Stockholder, the heirs, executors and administrators of the Stockholder.
7. Termination. Except as otherwise provided herein, this Agreement
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shall terminate upon the earlier of (i) the Effective Time and (ii) a valid
termination of the Merger Agreement.
8. No Limitations on Actions of the Stockholder as a Director,
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Officer or Employee. Nothing in this Agreement is intended or shall be
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construed to require the Stockholder to take any action, or in any way limit any
action that the Stockholder may take, to discharge the Stockholder's fiduciary
duties as a director of the Company.
9. General Provisions.
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(a) Expenses. Except as otherwise expressly provided in the Merger
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Agreement, each party hereto shall pay its own expenses incurred in
connection with this Agreement.
(b) Specific Performance. The parties hereto agree that irreparable
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damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions hereof in
any court of the United States or any state thereof having jurisdiction,
this being in addition to any other remedy to which they are entitled at
law or in equity. Each party hereby irrevocably submits to the exclusive
jurisdiction of the United States District Court for the District of
Delaware in any action, suit or proceeding arising in connection with this
Agreement and agrees that any such action, suit or proceeding shall be
brought only in such courts (and waives any objection based on forum non
conveniens or any other objection to venue therein). Each party hereto
waives any right to a trial by jury in connection with any such action,
suit or proceeding.
(c) Notice. All notices, requests, demands and other communications
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hereunder shall be deemed to have been duly given and made if in writing
and if served by personal delivery upon the party for whom it is intended
or if sent by telex or telecopier (and also confirmed in writing) to the
person at the address set forth below, or such other address as may be
designated in writing hereafter, in the same manner, by such person:
(i) if to Parent or Sub, to:
Cobra Electronics Corporation
0000 X. Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: President and Chief Executive
Officer
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Facsimile No.: 000-000-0000
with a copy to:
Sidley & Austin
Bank One Plaza
00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxx
Facsimile No.: 312-853-7036
(ii) if to the Stockholder, to:
(d) Parties in Interest. This Agreement shall inure to the benefit
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of and be binding upon the parties named herein and their respective
successors and assigns. Nothing in this Agreement, expressed or implied,
is intended to confer upon any Person other than Parent, Sub or the
Stockholder, or their permitted successors or assigns, any rights or
remedies under or by reason of this Agreement.
(e) Entire Agreement; Amendments. This Agreement contains the entire
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agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such transactions. This
Agreement may not be changed, amended or modified orally, but only by an
agreement in writing signed by the party against whom any waiver, change,
amendment, modification or discharge may be sought.
(f) Headings. The section headings herein are for convenience only
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and shall not affect the construction of this Agreement.
(g) Counterparts. This Agreement may be executed in one or more
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counterparts, each of which, when executed, shall be deemed to be an
original and all of which together shall constitute one and the same
document.
(h) Governing Law. This Agreement shall be governed by, and construed
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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.
(i) Capitalized Terms. Capitalized terms not otherwise defined in
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this Agreement shall have the meanings set forth in the Merger Agreement.
(j) Severability. If any term or other provision of this Agreement is
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invalid, illegal or incapable of being enforced by any rule of law, or
public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and
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effect so long as the economic and legal substance of the transactions
contemplated hereby are not affected in any manner materially adverse to
any party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, 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 a mutually
acceptable manner in order that the transactions contemplated by this
Agreement may be consummated as originally contemplated to the fullest
extent possible.
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IN WITNESS WHEREOF, each of Parent and Sub has caused this Agreement
to be signed by its officer thereunto duly authorized and the Stockholder has
duly signed this Agreement, all as of the date first written above.
COBRA ELECTRONICS CORPORATION
By: ___________________________________
Name:
Title:
BLUE XXXXXX, INC.
By: ___________________________________
Name:
Title:
STOCKHOLDER
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Number of shares of Common Stock owned by the
Stockholder on the date hereof:
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Number of shares of Series A Preferred Stock owned
by the Stockholder on the date hereof:
_________________
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List of stockholders who are signatories to the Stockholder Agreement and the
number of shares held by each such stockholder.
Stockholder Shares
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Xxxxxxx X. Xxxxxxxx 1,908,698 (common)
20,000 (preferred)
Xxxxxx X. Xxxxx 71,745 (common)
20,000 (preferred)
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