EXHIBIT 2
Guardian/Verizon Voting Agreement
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 Alexandra Farbmen 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 as of 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
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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 30, 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 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,
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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.
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:
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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.
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.
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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
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 & 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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