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EXHIBIT 99.2
XXXXXXX CENTRAL HOLDING, INC.
SHAREHOLDERS VOTING AGREEMENT AND IRREVOCABLE PROXY
THIS XXXXXXX CENTRAL HOLDING, INC. SHAREHOLDERS VOTING
AGREEMENT AND IRREVOCABLE PROXY (this "Agreement") is made and entered into as
of this ___ day of __________,1996 by and among ________________________________
________________________________________________________________________________
(collectively, the "Holders" and Xxxx X. Xxxxxx ("Xxxxxx").
INTRODUCTION:
Each of the Holders have acquired shares of Class A common
stock ("Common Stock") of Xxxxxxx Central Holding, Inc. (the "Company")
pursuant to certain Stock Subscription Agreements, and have agreed to give
Xxxxxx an irrevocable proxy coupled with an interest to vote their shares of
Common Stock acquired pursuant thereto for the period set forth in this
Agreement.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, each of the Holders
and Xxxxxx hereby agree as follows:
1. REPRESENTATIONS BY XXXXXX. Xxxxxx hereby
represents and warrants to each of the Holders that (a) he has the full power
and capacity necessary to enter into and perform his obligations under this
Agreement; (b) he has read all provisions of this Agreement, understands each
of such provisions, and voluntarily agrees to be bound thereby; (c) he has duly
executed and delivered this Agreement, and this Agreement is his valid and
binding obligation enforceable in accordance with its terms; and (d) the
execution and delivery of this Agreement by Bremer and the consummation by him
of the transactions contemplated for him hereby do not require the consent,
waiver, approval, license or authorization of or any filing with any person or
public authority, and will not violate, result in a breach of or the
acceleration of any obligation under, or constitute a default (or an event
which with notice or lapse of time or both would become a default), or give
rise to rights of termination, amendment or cancellation of, or result in the
creation of a lien or encumbrance on any of the property or assets of such
person under, any provision of any charter or by-law, indenture, mortgage,
lien, lease, agreement, contract, instrument, order, judgment, ordinance,
regulation or decree or restriction by which he or any of his properties or
assets is bound.
2. REPRESENTATIONS BY EACH HOLDER. Each Holder hereby
represents and warrants to the other Holders and Xxxxxx that (a) he has the
full power and capacity necessary to enter into and perform his obligations
under this Agreement; (b) he has read all provisions of this Agreement,
understands each of such provisions, and voluntarily agrees to be bound
thereby; (c) he has duly executed and delivered this Agreement, and this
Agreement is his valid and binding obligation enforceable in accordance with
its terms; (d) the execution and delivery of this Agreement by such person and
the consummation by it of the transactions contemplated for it hereby do not
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require the consent, waiver, approval, license or authorization of or any
filing with any person or public authority, and will not violate, result in a
breach of, or the acceleration of any obligation under, or constitute a default
(or an event which with notice or lapse of time or both would become a
default), or give rise to rights of termination, amendment or cancellation of,
or result in the creation of a lien or encumbrance on any of the property or
assets of such person under, any provision of any charter or by-law, indenture,
mortgage, lien, lease, agreement, contract, instrument, order, judgment,
ordinance, regulation or decree or restriction by which such person or any of
their respective properties or assets is bound; (e) such person is the
beneficial owner of, and acquired pursuant to the Xxxxxxx Central Holding, Inc.
Stock Subscription Agreement as of the date first set forth above, the number
of shares of Common Stock set forth opposite his/her name on Annex A hereto
(the "Shares"), free and clear of all liens, charges, claims, encumbrances and
security interests of any nature whatsoever, except for the security interest
in the Shares given to the Company pursuant to the Security Agreement as of
even date herewith between the Holder and the Company; and (f) except with
respect to this Agreement, such person has not granted, and no affiliate of
such person has granted, any proxy or interest in or with respect to any
Shares, deposited any Shares into any voting trust or entered into any voting
agreement or other arrangement with respect to any Shares.
3. IRREVOCABLE PROXIES.
(a) Each Holder hereby designates, constitutes and
appoints Xxxxxx during the term of this Agreement as such
Holder's true and lawful proxy and attorney-in-fact, with full
power of substitution, to vote, and execute shareholder
consents pursuant to O.C.G.A. Section 14-2-704 with respect
to, his/her Shares for and in the name, place and stead of
such Holder, with respect to all matters for which Holder
would otherwise be permitted to vote the Shares pursuant to
the Articles of Incorporation and Bylaws of the Company and
Georgia law. ALL POWER AND AUTHORITY HEREBY CONFERRED PURSUANT
TO THE FOREGOING PROXY RELATING TO SUCH HOLDER'S SHARES OF
COMMON STOCK ARE COUPLED WITH AN INTEREST AND ARE IRREVOCABLE.
(b) Each Irrevocable Proxy granted in this
Section is specifically granted in consideration of the
execution and delivery of this Agreement pursuant to O.C.G.A.
Section 14-2-731. Each Holder agrees that such Holder's
proxy is coupled with an interest sufficient in law to support
an irrevocable power and shall not be terminated by any act of
such Holder, by lack of appropriate authority or by the
occurrence of any other event or events other than pursuant to
Section 3(c) hereof.
(c) The Irrevocable Proxies granted in this
Section shall terminate upon the earliest of:
(i) March ___, 2001 (unless extended
by mutual agreement of the parties hereto);
(ii) the death or disability of Xxxxxx.
For purposes of this paragraph (ii), Xxxxxx shall be
deemed subject to a "disability" if any of the
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following three events occurs: (A) Xxxxxx is
determined to be totally disabled under, and for
purposes of, a contract of employment with or any
health or disability plan of the Company or another
corporation controlling, controlled by, or under
common control with the Company (an "Affiliate")
under which Xxxxxx is employed or which covers
Xxxxxx; (B) Xxxxxx is found to be entitled to "total
disability" benefits under any disability income
insurance policy; (C) Xxxxxx is found to be entitled
to Social Security disability benefits;
(iii) upon termination, for any reason, of
Xxxxxx'x employment with the Company (and all of its
Affiliates) such that Xxxxxx is no longer employed on
a full-time basis by any of Xxxxxxx Central Holding,
Inc. or its Affiliates; or
(iv) the first day on which equity securities
of the same class as the Common Stock covered by a
registration statement filed in accordance with the
Securities Act of 1933, as amended, may lawfully be
offered and sold pursuant to such registration
statement.
4. COVENANTS OF EACH HOLDER.
(a) Each Holder hereby covenants and agrees that
until this Agreement is terminated in accordance with the
terms hereof, such person will not grant any proxy or interest
in or with respect to any Shares, or deposit any Shares into a
voting trust or enter into a voting agreement or arrangement
with respect to any Shares. If a Holder transfers any Shares,
all Shares so transferred shall remain subject to the terms
and provisions of this Agreement, including without limitation
the provisions of Section 3 hereof granting Irrevocable
Proxies and the covenants and agreements under this Section
4). Upon any transfer any of Shares the transferor agrees to
cause the transferee promptly to execute and deliver a signed
writing acknowledging that the shares so transferred remain
subject to this Agreement as aforesaid.
(b) Each of Xxxxxx and the Holders shall not
engage in any action or omit to take any action which action
or omission would have the effect of preventing or disabling
such person or any other party hereto from performing its
obligations under this Agreement.
(c) Each Holder understands and agrees that the
certificate representing his/her Shares may bear an
appropriate legend indicating that the Shares are subject to
this Agreement.
(d) Xxxxxx agrees that until this Agreement is
terminated in accordance with the terms hereof he will vote
all of his Shares in the same manner as the Shares of the
other Holders are voted.
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5. SPECIFIC PERFORMANCE. Each of Xxxxxx and the Holders
acknowledge that there would be no adequate remedy at law and that irreparable
injury would occur if such person or any other party hereto fails to perform
any of its obligations under this Agreement or if the proxy relating to any of
Shares is revoked or terminated in contravention of this Agreement. In such
event, each such person agrees that each other party hereto shall have the
right, in addition to any other rights it may have at law or in equity, to
specific performance of this Agreement and that it will not take any action to
impede the efforts to enforce such right of specific performance.
6. ADDITIONAL SHARES. In the event that during the term
of this Agreement:
(a) Any stock dividend, stock split,
reclassification, readjustment, or other change is declared or
made in the capital structure of the Company all new,
substituted, and additional shares, or other securities,
issued with respect to the Shares, by reason of any such
change and received by each Holder shall constitute Shares
subject to the terms of this Agreement; and
(b) Subscriptions, warrants or any other rights
or options are issued in connection with the Shares, all new
stock or other securities acquired through such subscription,
warrants, rights or options by each Holder shall constitute
Shares subject to the terms of this Agreement.
7. BINDING AGREEMENT. The provisions of this Agreement
shall be construed and interpreted, and all rights and obligations of the
parties hereto determined, in accordance with the laws of the State of Georgia.
This Agreement, constitutes the entire Agreement among the parties with respect
to the matters addressed herein and may not be modified except by a writing
executed by all of the parties. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original but all of which, taken
together, shall constitute one and the same instrument.
8. SEVERABILITY. If any paragraph or part thereof shall
for any reason be held or adjudged to be invalid, illegal or unenforceable by
any court of competent jurisdiction, such paragraph or part thereof so
adjudicated invalid, illegal or unenforceable shall be deemed separate,
distinct and independent, and the remainder of this Agreement shall remain in
full force and effect and shall not be affected by such holding or
adjudication.
9. TERMINATION. This Agreement shall terminate upon the
termination of the Irrevocable Proxy as set forth in Section 3(c) hereof.
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IN WITNESS WHEREOF, Holders and Xxxxxx have duly executed and
delivered this Agreement as of the day and year first written above.
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ANNEX A
NAME NUMBER OF SHARES
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