IRREVOCABLE PROXY AGREEMENT
Each undersigned stockholder of IQI, Inc., a New York corporation (the
"COMPANY"), hereby irrevocably appoints Xxxxxxx X. Xxxxxx and Xxxxxxx Xxxxxx,
and each of them, or any other designee of ATC Communications Group, Inc.,
Inc., a Delaware corporation ("BUYER"), the attorneys-in-fact and proxies of
such stockholder, each with full power of substitution:
(a) to attend any meeting (whether annual, special or both) of the
stockholders of the Company, including any adjournment or postponement
thereof, on behalf of such stockholder, and at such meeting, with respect
to all shares of common stock of the Company, $.001 par value per share
("COMPANY COMMON STOCK"), owned by such stockholder on the date hereof or
acquired hereafter that are entitled to vote at such meeting or over which
such stockholder has voting power (and any and all shares of common stock
of the Company or other securities issued on or after the date hereof in
respect of any of such shares), including, without limitation, the shares
of Company Common Stock indicated following such stockholder's signature at
the end of this proxy:
(i) to vote in favor of the Merger (as such term is defined in
the Agreement and Plan of Merger (the "MERGER AGREEMENT") among the
Company, Buyer and ATC Merger Sub, Inc. Acquisition Corp., a New York
corporation and wholly-owned subsidiary of Buyer ("SUB"), dated as of
the date hereof) as set forth in the Merger Agreement or on
substantially the same terms, and otherwise to act with respect to
such shares as each such attorney and proxy or his substitute shall
deem necessary or appropriate for such purpose;
(ii) to vote and otherwise act with respect to such shares in
such manner as each such attorney and proxy or his substitute shall
deem proper, with respect to (x) proposals or offers (other than the
Merger) relating to (1) any proposed sale, lease or other disposition
of all or a substantial amount of the assets of the Company or any of
its subsidiaries, (2) any proposed merger, consolidation or other
combination of the Company or any of its subsidiaries with any other
entity other than Buyer or a subsidiary of Buyer, (3) any sale, lease
or other disposition of the shares of any subsidiary of the Company,
(4) any other proposed action of the Company or any of its
subsidiaries requiring stockholder approval that would conflict with
or violate the Company's representations, warranties, covenants or
obligations under the Merger Agreement, adversely affect the Company's
ability to consummate the transactions contemplated by the Merger
Agreement or otherwise impede, interfere with or discourage the Merger
(each of the actions described in (1) through (4) above, an
"ACQUISITION PROPOSAL"), and (y) any procedural matters presented at
any such meeting at which any action is scheduled to be taken with
respect to the Merger or any Acquisition Proposal;
(b) to execute and deliver one or more consents in writing (pursuant
to the New York Business Corporation Law (the "NYBCL")) in lieu of such
meeting or adjournment thereof;
(c) if no such meeting of stockholders is scheduled in accordance
with the Merger Agreement, or any such meeting is canceled or adjourned,
and no action is taken by written consent in lieu thereof, to call a
special meeting of the stockholders of the Company or to act by written
consent for the purpose of (i) approving the Merger or any action with
respect thereto or (ii) taking action with respect to any Acquisition
Proposal; and
(d) to waive for the term of this proxy any and all rights of such
stockholder to exercise any rights as an objecting or dissenting
stockholder to the Merger under the NYBCL.
Each undersigned stockholder agrees (a) (i) to take all action necessary
to call or cause the Company to call a meeting of the stockholders of the
Company, to be held no later than forty-five days after the date on which the
Registration Statement on Form S-4 with respect to the shares of Buyer common
stock, $.01 par value per share ("BUYER COMMON STOCK"), to be issued in the
Merger is declared effective, for the purpose of approving the Merger, and
shall use its best efforts to cause such meeting to be held on its scheduled
date, or (ii) to take such action by written consent in lieu thereof as is
necessary to effect such approval; (b) not to deposit any of its shares of
Company Common Stock into a voting trust or enter into a voting agreement
with respect to such shares; (c) not to sell, transfer or otherwise dispose
of or pledge or otherwise encumber any shares of Company Common Stock or
options or warrants to purchase such shares owned by such stockholder, unless
the purchaser or transferee of such shares or rights agrees in writing (a
copy of which shall be delivered by such stockholder to Buyer) prior to such
sale, transfer or disposition to be bound by and subject to the provisions
contained in this Proxy Agreement; and (d) not, in its capacity as
stockholder, to actively approach any third party regarding any Acquisition
Proposal.
Each undersigned stockholder affirms that this Proxy Agreement is issued
in connection with the Merger Agreement to facilitate the transactions
contemplated thereunder and in consideration of Buyer entering into the
Merger Agreement and as such is coupled with an interest and is irrevocable.
This Proxy Agreement will terminate upon the earlier to occur of (a) the
closing of the transactions described in the Merger Agreement or (b) the
termination of the Merger Agreement in accordance with its terms. For
purposes of this Proxy Agreement, any notice of any stockholders' meeting and
any written consent shall be deemed delivered to such attorneys and proxies
and their substitutes when delivered to Buyer in accordance with the Merger
Agreement, and any written consent shall be deemed delivered to the Company
when delivered to it in accordance with the Merger Agreement.
By execution and delivery of this Proxy Agreement to the designees of
Buyer, each undersigned stockholder confirms that such stockholder has
received a copy of a substantially final form of the Merger Agreement, and
that all other information deemed necessary by such
stockholder concerning the Merger, the Merger Agreement and the transactions
contemplated thereunder or any other matters considered by such stockholder
to be relevant to the decision to execute this Proxy Agreement has been made
available to such stockholder.
All authority herein conferred or agreed to be conferred shall survive
the death, dissolution, liquidation or incapacity of any undersigned
stockholder and any obligation of any undersigned stockholder hereunder shall
be binding upon the heirs, personal representatives, successors and assigns
of such undersigned stockholder. This Proxy Agreement revokes any and all
other proxies and options heretofore granted by each and any undersigned
stockholder to vote or otherwise to act with respect to any of the shares to
which this Proxy Agreement relates. No undersigned stockholder will give any
subsequent proxy or option (any such proxy or option if given will be deemed
not to be effective) with respect to such shares that purports to grant
authority within the scope of authority hereby conferred, except on the
express condition that such proxy or option shall not be effective unless and
until this Proxy Agreement shall have terminated in accordance with its
terms.
Each undersigned stockholder acknowledges that money damages would be
both incalculable and an insufficient remedy for any breach of this Proxy
Agreement by it and that any such breach would cause Buyer and Sub
irreparable harm. Accordingly, each undersigned stockholder agrees that in
the event of any breach or threatened breach of this Proxy Agreement, Buyer,
in addition to any other remedy available at law or in equity, shall be
entitled, without the requirement of posting a bond or other security, to
equitable relief, including injunctive relief and specific performance.
The invalidity or unenforceability of any provision of this Proxy
Agreement in any jurisdiction shall not affect the validity or enforceability
of any other provision of this Proxy Agreement in such jurisdiction, or the
validity or enforceability of any provision of this Proxy Agreement in any
other jurisdiction.
THIS PROXY AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE
OF NEW YORK.
Each undersigned stockholder represents and warrants that, as of the
date hereof, such stockholder owns or possesses voting power with respect to
the number of shares of Company Common Stock set forth such stockholder's
name below, free and clear of all liens, claims and encumbrances of any kind.
This Proxy Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
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Dated to be effective as of March ___, 1998.
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