1
EXHIBIT 99(b)
Exhibit A-2
VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement"), dated as of April 30, 2001,
is made and entered into by and among the undersigned shareholder (hereinafter
the "Shareholder"), SOUTHSIDE BANCSHARES CORP., a Missouri corporation
("Southside"), and, for the purposes of Section 2.1(b) and Article IV only,
ALLEGIANT BANCORP INC., a Missouri corporation ("Allegiant").
WHEREAS, concurrently with the execution and delivery of this
Agreement, Allegiant and Southside are entering into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"), which provides,
among other things, for the merger of Allegiant with and into Southside (the
"Merger"), upon the terms and subject to the conditions of the Merger Agreement.
WHEREAS, as of the date hereof, the Shareholder is the Beneficial Owner
(as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) of _________ shares of common stock, $.01 par value per
share, of Allegiant ("Allegiant Common Stock"); and
WHEREAS, as a condition to the willingness of Southside to enter into
the Merger Agreement, Southside has required that the Shareholder and Allegiant
agree, and in order to induce Southside to enter into the Merger Agreement, the
Shareholder and Allegiant have agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
VOTING OF SHARES
Voting Agreement. The Shareholder hereby agrees: (a) to appear, or, to the
extent he or she has the legal authority to do so, to cause the holder of record
on the applicable record date (the "Record Holder") to appear, at any annual or
special meeting of shareholders of Allegiant for the purpose of obtaining a
quorum; (b) to vote, or, to the extent he or she has the legal authority to do
so, to cause the Record Holder to vote, in person or by proxy, all of the shares
of Allegiant Common Stock owned or hereafter acquired with respect to which the
Shareholder has sole voting power (the "Shares") in favor of the Merger, the
Merger Agreement (as in effect on the date hereof and as subsequently amended to
the extent any such subsequent amendment would not have any material adverse
effect on the Shareholder) and the transactions contemplated by the Merger
Agreement; (c) to vote, or, to the extent he or she has the legal authority to
do so, to cause the Record Holder to vote, the Shares against any action,
proposal or agreement that could reasonably be expected to result in a breach in
any material respect of any covenant, representation or warranty or any other
obligation of Allegiant under the Merger Agreement, or which could reasonably be
expected to result in any of the conditions to Allegiant's obligations under the
Merger Agreement not being fulfilled; and (d) to vote, or, to the extent he or
she has the legal authority to do so, to cause the Record Holder to vote, such
Shares against: (i) any extraordinary corporate transaction (other than the
Merger), such as a merger, consolidation, business combination, reorganization,
recapitalization or liquidation involving Allegiant or any of its subsidiaries;
or (ii) a sale or transfer of a material amount of the assets of Allegiant or
any of its subsidiaries (each of the events described in clauses (i) and (ii)
above as an "Alternative Transaction"). The Shareholder acknowledges receipt and
review of a copy of the Merger Agreement. Notwithstanding any other provision of
this Article I, the provisions of such Article I shall not prohibit or restrain
the Shareholder from complying with his or her fiduciary obligations as a
director or officer of Allegiant. The voting agreement set forth in this Article
I shall not apply to any Shares for which the Shareholder exercises voting power
solely in a fiduciary
2
capacity (other than as a fiduciary of a personal trust for the benefit of the
Shareholder or any relative of the Shareholder).
No Ownership Interest. Nothing contained in this Agreement shall be deemed to
vest in Southside any direct or indirect ownership or incidence of ownership of
or with respect to any Shares. All rights, ownership, and economic benefits of
and relating to the Shares shall remain and belong to the Shareholder, and
Southside shall have no authority to manage, direct, superintend, restrict,
regulate, govern, or administer any of the policies or operations of Allegiant
or exercise any power or authority to direct the Shareholder in the voting of
any of the Shares, except as otherwise expressly provided herein.
No Inconsistent Agreements. The Shareholder hereby covenants and agrees that,
except as contemplated by this Agreement and the Merger Agreement, the
Shareholder shall not enter into any voting agreement or grant a proxy or power
of attorney with respect to the Shares which is inconsistent with this
Agreement.
RESTRICTIONS ON TRANSFER
Transfer of Title. To the extent the Shareholder has sole investment power over
any or all Shares, the Shareholder hereby covenants and agrees that he or she
shall not, before the termination of this Agreement, offer, agree or otherwise
sell, assign, Allegiant, hypothecate, transfer, exchange, or dispose of any such
Shares other than pursuant to the Merger, without the prior written consent of
Southside. The Shareholder hereby agrees and consents to the entry of stop
transfer instructions with Allegiant against the transfer of any Shares
inconsistent with the terms of Section 2.1(a), and Allegiant hereby covenants
and agrees to follow such instructions.
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER
The Shareholder hereby represents and warrants to Southside as follows:
Authority Relative to This Agreement. The Shareholder is competent to execute
and deliver this Agreement, to perform his or her obligations hereunder and to
consummate the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by the Shareholder and, assuming the due
authorization, execution and delivery by Allegiant and Southside, constitutes a
legal, valid and binding obligation of the Shareholder, enforceable against the
Shareholder in accordance with its terms except that (i) the enforceability
hereof may be subject to applicable bankruptcy, insolvency or other similar
laws, now or hereinafter in effect affecting creditors' rights generally and
(ii) the availability of the remedy of specific performance or injunctive or
other forms of equitable relief may be subject to equitable defenses and would
be subject to the discretion of the court before which any proceeding therefor
may be brought.
No Conflict. The execution and delivery of this Agreement by the Shareholder
does not, and the performance of this Agreement by the Shareholder shall not
result in any breach of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or result in
the creation of a lien or encumbrance on any of the Shares pursuant to, any
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which the Shareholder is a party
or by which the Shareholder or the Shares are bound or affected, except, in the
case of each of the foregoing, for any such conflicts, violations, breaches,
defaults or other occurrences which would not prevent or delay the performance
of the Shareholder of his or her obligations under this Agreement.
MISCELLANEOUS
Termination. This Agreement shall terminate upon the earliest to occur of (a)
the termination of the Merger Agreement pursuant to the terms therein or (b) the
Effective Time (as defined in the Merger Agreement).
Enforcement of Agreement. The parties hereto agree that irreparable damage would
occur in the event
3
that any of the provisions of this Agreement were not performed in accordance
with its specified 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 specific performance of the terms and
provisions hereof in addition to any other remedy to which they are entitled at
law or in equity.
Successors and Affiliates. This Agreement shall inure to the benefit of and
shall be binding upon the parties hereto and their respective successor, heirs,
legal representatives and assigns. If the Shareholder shall acquire sole voting
power with respect to any additional Shares, such Shares shall be held subject
to all of the terms and provisions of this Agreement. Without limiting the
foregoing, the Shareholder specifically agrees that the obligations of the
Shareholder hereunder shall not be terminated by operation of law, whether by
death or incapacity of the Shareholder, or otherwise.
Entire Agreement. This Agreement constitutes the entire agreement among
Allegiant, Southside and the Shareholder with respect to the subject matter
hereof and supersedes all prior agreements and understandings, both written and
oral, among Allegiant, Southside and the Shareholder with respect to the subject
matter hereof.
Captions and Counterparts. The captions in this Agreement are for convenience
only and shall not be considered a part of or affect the construction or
interpretation of any provision of this Agreement. This Agreement may be
executed in several counterparts, each of which shall constitute one and the
same instrument.
Amendment. This Agreement may not be amended except by an instrument in writing
signed by the parties hereto.
Waivers. Except as provided in this Agreement, no action taken pursuant to this
Agreement, including, without limitation, any investigation by or on behalf of
any party, shall be deemed to constitute a waiver by the party taking such
action of compliance with any representations, warranties, covenants or
agreements contained in this Agreement. The waiver by any party hereto of a
breach of any provision hereunder shall not operate or be construed as a waiver
of any prior or subsequent breach of the same or any other provision hereunder.
Severability. Upon determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible to the fullest extent permitted by applicable law
in a mutually acceptable manner in order that the terms of this Agreement remain
as originally contemplated to the fullest extent possible.
Notices. All notices and other communications hereunder shall be in writing and
shall be deemed to be duly received (a) on the date given if delivered
personally or by cable, telegram, telex or facsimile or (b) on the date received
if mailed by registered or certified mail (return receipt requested), to
Allegiant and Southside at the address for each party as provided in the Merger
Agreement and to the Shareholder at the address set forth next to his or her
signature hereto (or at such other address for a party as shall be specified by
like notice).
Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Missouri regardless of the laws that might
otherwise govern under applicable principles of conflicts of law.
* * *
[Remainder of page intentionally left blank.]
4
IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be duly executed on the date hereof.
------------------------------------
Print Name:
-------------------------
Address:
----------------------------
----------------------------
----------------------------
SOUTHSIDE BANCSHARES CORP.
By:
---------------------------------
Name:
----------------------------
Title:
---------------------------
FOR THE PURPOSES OF SECTION 2.1(b)
AND ARTICLE IV ONLY:
ALLEGIANT BANCORP INC.
By:
---------------------------------
Name:
----------------------------
Title:
---------------------------
