EXHIBIT 2
VOTING AGREEMENT
AGREEMENT, dated as of March 30, 2001 among Verizon Wireless Inc., a
Delaware corporation ("Acquiror"), Xxxx Xxxxx and Xxxx Xxxxx, by Xxxxxx Xxxxx
as guardian of their property, and Xxxxxxxxx Xxxxxxx and Xxx Xxxxxxx, by Xxxxxx
Xxxxxxx as guardian of their property (each of Xxxx Xxxxx, Xxxx Xxxxx,
Xxxxxxxxx Xxxxxxx and Xxx Xxxxxxx, a "Stockholder").
WHEREAS, in order to induce Acquiror to enter into the Transaction
Agreement dated November 14, 2000 (the "Transaction Agreement") with Price
Communications Corporation, a New York corporation, Price Communications
Cellular Inc., a Delaware corporation, Price Communications Cellular Holdings,
Inc., a Delaware corporation (collectively, the "Sellers"), Price
Communications Wireless, Inc., a Delaware corporation (the "Company"), Acquiror
has requested each Stockholder, and each Stockholder has agreed, to enter into
this Agreement with respect to all shares of capital stock of any Seller or of
the Company that such Stockholder may beneficially own on the date hereof or
hereafter acquire or otherwise be entitled to vote at the time of any vote to
approve and adopt the Transaction Agreement, the Merger and all other
Contemplated Transactions (collectively, the "Shares").
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
GRANT OF PROXY AND VOTING AGREEMENT
SECTION 1.01. Voting Agreement. Each Stockholder hereby agrees to vote
all Shares that such Stockholder is entitled to vote at the time of any vote to
approve and adopt the Transaction Agreement, the Merger and all other
Contemplated Transactions and all agreements and any actions related to any of
the Contemplated Transactions at any meeting of the stockholders of the Company
or any Seller, as applicable, and at any adjournment thereof, at which such
Transaction Agreement and other related agreements (or any amended version
thereof), or the Merger or any other Contemplated Transaction, or such other
actions, are submitted for the consideration and vote of the stockholders of
the Company or any Seller, as applicable. Each Stockholder hereby agrees that
it will not vote any Shares in favor of (other than an Alternative Agreement
entered into in accordance with the Transaction Agreement and matters relating
to, or in connection with the Alternative Agreement) the approval of any (i)
Acquisition Proposal, (ii) action or set of actions
which, if consummated, would constitute a Change of Control, (iii)
reorganization, recapitalization, liquidation or winding up of the Company or
any other extraordinary transaction involving the Company, (iv) corporate
action the consummation of which would frustrate the purposes, or prevent or
delay the consummation, of the transactions contemplated by the Transaction
Agreement or (v) other matter relating to, or in connection with, any of the
foregoing matters.
SECTION 1.02. Irrevocable Proxy. Each Stockholder hereby revokes any
and all previous proxies granted with respect to its Shares (other than the
proxies granted pursuant to the Voting Agreement between Xxxxxxxxx Xxxxxxx and
Xxx Xxxxxxx, by Xxxxxx Xxxxxxx as guardian of their property, and Xxxxxx Xxxxx
(the "Xxxxxxx Voting Agreement") or the Voting Agreement between Xxxx Xxxxx and
Xxxx Xxxxx, by Xxxxxx Xxxxx as guardian of their property, and Xxxxxx Xxxxx
(the "Price Voting Agreement"), each dated as of March , 2001). By entering
into this Agreement, each Stockholder hereby grants a proxy appointing Acquiror
as such Stockholder's attorney-in-fact and proxy, with full power of
substitution, for and in such Stockholder' name, to vote, express, consent or
dissent, or otherwise to utilize such voting power in the manner provided by
Section 1.01 above with respect to all the Shares of such Stockholder. The
proxy granted by each Stockholder pursuant to this Article 1 is irrevocable and
is granted in consideration of Acquiror entering into this Agreement and the
Transaction Agreement and incurring certain related fees and expenses. The
proxy granted by each Stockholder pursuant hereto shall be revoked upon
termination of this Agreement in accordance with its terms.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER
Each Stockholder, severally and not jointly, represents and warrants
to Acquiror that:
SECTION 2.01. Authorization; Enforceability. If such Stockholder is
not a natural Person, the execution, delivery and performance by such
Stockholder of this Agreement and the consummation by such Stockholder of the
transactions contemplated hereby are within the powers of such Stockholder.
This Agreement constitutes a valid and binding Agreement of such Stockholder.
If such Stockholder is executing this Agreement in a representative or
fiduciary capacity or if this Agreement is being executed on behalf of such
Stockholder by a representative, the Person signing this Agreement has full
power and authority to enter into and perform this Agreement. If such
Stockholder is a natural Person, the Shares beneficially owned by such
Stockholder do not constitute marital property under applicable laws, or if
such Shares constitute marital property, the consent of such Shareholder's
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spouse is not required for the execution and delivery of this Agreement or the
performance by such Stockholder of the obligations of the Stockholder
hereunder.
SECTION 2.02. Non-Contravention. The execution, delivery and
performance by each Stockholder of this Agreement and the consummation of the
transactions contemplated hereby do not and will not (i) if such Stockholder is
not a natural Person, violate the certificate of incorporation or bylaws or
other constituent documents of such Stockholder, (ii) violate any applicable
law, rule, regulation, judgment, injunction, order or decree, (iii) require any
consent or other action by any Person under, constitute a default under, or
give rise to any right of termination, cancellation or acceleration or to a
loss of any benefit to which such Stockholder are entitled under any provision
of any agreement or other instrument binding on such Stockholder or (iv) result
in the imposition of any Lien on any assets of such Stockholder.
SECTION 2.03. Ownership of Shares. Such Stockholder is the record and
beneficial owner of the Shares set forth on the page immediately following the
signature pages hereof opposite such Stockholder's name, free and clear of any
Lien and any other limitation or restriction, including any restriction on the
right to vote or otherwise dispose of the Shares (other than the restrictions
on voting and disposition set forth in Sections 1.01 and 3.01 of the Xxxxxxx
Voting Agreement and the Price Voting Agreement, as the case may be).
SECTION 2.04. Total Shares. Except for the Shares set forth on the
signature page hereto, such Stockholder does not beneficially own or otherwise
have the right to vote any (i) shares of capital stock or voting securities of
the Company, (ii) securities of the Company convertible into or exchangeable
for shares of capital stock or voting securities of the Company or (iii)
options or other rights to acquire from the Company any capital stock, voting
securities or securities convertible into or exchangeable for capital stock or
voting securities of the Company.
SECTION 2.05. Finder's Fees. Subject to and by complying with Section
6.18 of the Transaction Agreement, no investment banker, broker, finder or
other intermediary is entitled to a fee or commission from any of the Sellers
in respect of this Agreement based upon any arrangement or agreement made by or
on behalf of such Stockholder.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF ACQUIROR
Acquiror represents and warrants to each Stockholder that:
SECTION 3.01. Corporate Authorization. The execution, delivery and
performance by Acquiror of this Agreement and the consummation by Acquiror of
the transactions contemplated hereby are within the corporate powers of
Acquiror and have been duly authorized by all necessary corporate action. This
Agreement constitutes a valid and binding Agreement of Acquiror.
ARTICLE 4
COVENANTS OF EACH STOCKHOLDER
Each Stockholder, severally and not jointly, hereby covenants and
agrees that:
SECTION 4.01. No Proxies for or Encumbrances on Shares. Except
pursuant to the terms of this Agreement, such Stockholder shall not, without
the prior written consent of Acquiror, directly or indirectly, (i) grant any
proxies or enter into any voting trust or other agreement or arrangement with
respect to the voting of any Shares (other than the Xxxxxxx Voting Agreement or
the Price Voting Agreement, as the case may be) or (ii) sell, assign, transfer,
encumber or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect sale,
assignment, transfer, encumbrance or other disposition of, any Shares during
the term of this Agreement. Such Stockholder shall not seek or solicit any such
acquisition or sale, assignment, transfer, encumbrance or other disposition or
any such contract, option or other arrangement or understanding and agree to
notify Acquiror promptly, and to provide all details requested by Acquiror, if
such Stockholder shall be approached or solicited, directly or indirectly, by
any Person with respect to any of the foregoing.
SECTION 4.02. Appraisal Rights. Each Stockholder agrees not to
exercise any rights (including, without limitation, under Section 910 of the
Business Corporation Law of the State of New York and under Section 262 of the
General Corporation Law of the State of Delaware) to demand appraisal of any
Shares which may arise with respect to the Merger.
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ARTICLE 5
MISCELLANEOUS
SECTION 5.01. Further Assurances. Acquiror and each Stockholder will
each execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use their best efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things necessary, proper
or advisable under applicable laws and regulations, to consummate and make
effective the transactions contemplated by this Agreement; provided that this
Section 5.01 shall in no way limit, restrict or restrain the ability of each
Stockholder to exercise its fiduciary duties as a director or officer of any of
the Sellers, so long as each Stockholder acts in accordance with Section 8.09
of the Transaction Agreement.
SECTION 5.02. Amendments; Termination. Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed, in the case of an amendment, by each party to this
Agreement or in the case of a waiver, by the party against whom the waiver is
to be effective. This Agreement shall terminate on the date of termination of
the Transaction Agreement in accordance with its terms.
SECTION 5.03. Expenses. Except as otherwise provided in the
Transaction Agreement, all costs and expenses incurred in connection with this
Agreement shall be paid by the party incurring such cost or expense.
SECTION 5.04. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other parties hereto, except that Acquiror
may transfer or assign its rights and obligations, in whole or from time to
time in part, to any one or more of its Affiliates.
SECTION 5.05. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York.
SECTION 5.06. Counterparts; Effectiveness. This Agreement may be
signed in any number of counterparts, each of which shall 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 all of the other parties hereto.
SECTION 5.07. Severability. If any term, provision or covenant of
this Agreement is held by a court of competent jurisdiction or other authority
to be
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invalid, void or unenforceable, the remainder of the terms, provisions and
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
SECTION 5.08. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
SECTION 5.09. Subsidiaries. Each Stockholder that holds any capital
stock or other equity interests of any other Stockholder agrees to vote all
such capital stock or other equity interests, and to take all other actions
that may be necessary or desirable, in order to cause such other Stockholder to
comply with the provisions of this Agreement; provided that this Section 5.09
shall in no way limit, restrict or restrain the ability of each Stockholder to
exercise its fiduciary duties as a director or officer of any of the Sellers,
so long as each Stockholder acts in accordance with Section 8.09 of the
Transaction Agreement.
SECTION 5.10. Capitalized Terms. Capitalized terms used but not
defined herein shall have the respective meanings set forth in the Transaction
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
ACQUIROR:
VERIZON WIRELESS INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
STOCKHOLDERS:
/s/ Xxxxxx Xxxxx
----------------------------------------
Xxxx Xxxxx, by Xxxxxx Xxxxx as guardian
of her property
/s/ Xxxxxx Xxxxx
----------------------------------------
Xxxx Xxxxx, by Xxxxxx Xxxxx as guardian
of his property
/s/ Xxxxxx Xxxxxxx
----------------------------------------
Xxxxxxxxx Xxxxxxx, by Xxxxxx Xxxxxxx
as guardian of her property
/s/ Xxxxxx Xxxxxxx
---------------------------------------
Xxx Xxxxxxx, by Xxxxxx Xxxxxxx
as guardian of his property
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Names of Stockholder Class of Stock Shares Owned or Entitled to Vote
-------------------- -------------- --------------------------------
Xxxx Xxxxx Common 1,812,500
Xxxx Xxxxx Common 1,812,500
Xxxxxxxxx Xxxxxxx Common 1,812,500
Xxx Xxxxxxx Common 1,812,500
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