EXHIBIT A
VOTING AGREEMENT
This Voting Agreement (this "Agreement") is entered into and delivered
as of June __, 2000 by and among Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxxxx, Xxxxx X.
Xxxxxx, Xxxx X. Xxxxxxxx, Xxxxxx X. XxXxxxx, and W. Xxxxxxxx Xxxxxxxx
(individually, a "Shareholder", and collectively, the "Shareholders"), and Xxxxx
Industrial Services, L.L.C., a Delaware limited liability company ("Parent").
RECITALS
As of the date of this Agreement, each Shareholder owns of record or
otherwise controls the voting power of the shares of common stock, par value
$0.0025 per share ("Company Common Stock"), of Canisco Resources, Inc., a
Delaware corporation (the "Company") set forth under his or her name on the
signature page hereto. All such shares, together with any shares of Company
Common Stock acquired by a Shareholder or as to which a Shareholder acquires the
control of voting power prior to the termination of this Agreement, are
sometimes referred to herein as the "Shares" and the Shares owned or controlled
by an individual Shareholder are sometimes referred to herein as "his or her
Shares."
The Company, Canisco Acquisition, Inc. and Parent are concurrently
entering into an Agreement and Plan of Merger (the "Merger Agreement") on the
terms set forth in the Merger Agreement. All capitalized terms used but not
defined herein shall have the meanings set forth in the Merger Agreement.
Parent has required, as a condition to its willingness to enter into
the Merger Agreement, that each Shareholder enter into this Agreement.
TERMS OF AGREEMENT
In consideration of the mutual representations, warranties, covenants,
and agreements set forth in the Merger Agreement and in order to induce Parent
to enter into the Merger Agreement and to consummate the transactions
contemplated thereby, each Shareholder hereby agrees as follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders hereby represent and warrant to Parent as follows:
1.1. AUTHORITY, ETC. Each Shareholder is an individual with
competence and authority under applicable law to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. Each
Shareholder has all necessary authority to execute, deliver, and perform this
Agreement and the grant of the rights covered hereby. This Agreement has been
duly executed and delivered by each Shareholder and constitutes a legal, valid,
and binding obligation of each such Shareholder, enforceable against such
Shareholder in accordance with its terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and general equitable principles,
regardless of whether such enforceability is considered in a proceeding at law
or in equity.
1.2. TITLE TO SHARES. Each Shareholder is the record and beneficial
owner of or otherwise controls the voting power of the number of Shares set
forth under his or her name on the signature page
hereto and owns or controls such Shares free and clear of liens, claims, charges
or encumbrances of any kind or any proxy or voting restriction.
ARTICLE II
TRANSFER AND VOTING OF SHARES
2.1. RESTRICTION ON TRANSFER OF SHARES. During the Term (as defined
below), each Shareholder shall not (other than tendering Shares to Parent and
Merger Subsidiary pursuant to the transactions described in the Merger
Agreement) (a) sell, transfer, pledge, grant a security interest in or lien
on or otherwise dispose of or encumber any of his or her Shares or relinquish
control of the voting power with respect to any of his or her Shares, (b)
deposit any of his or her Shares into a voting trust, enter into a voting
agreement or arrangement or grant any proxy (except a proxy under the proxy
statement, if any, voted in accordance with this Agreement) with respect to
any of his or her Shares, or (c) enter into any contract, option or other
arrangement or undertaking with respect to the direct or indirect acquisition
or sale, assignment, transfer, pledge, grant of a security interest in or
lien on or other disposition of or encumbrance on his or her Shares.
2.2. VOTING OF SHARES. Each Shareholder does hereby irrevocably
agree to vote each of his or her Shares at every annual, special or adjourned
meeting of the shareholders (including any consent in lieu of a meeting) of the
Company during the term of this Agreement (i) in favor of the approval of the
Merger Agreement and the transactions contemplated by the Merger Agreement, (ii)
against any Acquisition Proposal (as defined in the Merger Agreement) involving
the Company, or any action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement of the
Company under the Merger Agreement or which could result in any of the
conditions to the Company's obligations under the Merger Agreement not being
fulfilled, and (iii) in favor of any other matter relating to the consummation
of the transactions contemplated by the Merger Agreement. For the purposes of
this Agreement, "Term" shall mean the period from the date of execution of this
Agreement until the earlier of the date of termination of the Merger Agreement
or the date of the closing of the transactions contemplated thereby.
2.3. FURTHER ASSURANCES. Each Shareholder shall take such further
actions and execute such further documents and instruments as may reasonably be
requested by Parent to carry out the provisions of this Agreement.
ARTICLE III
GENERAL PROVISIONS
3.1. SEVERABILITY. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, each Shareholder
agrees to negotiate with Parent 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 an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
3.2. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties and supersedes all prior agreements and undertakings,
both written and oral, between each Shareholder and Parent, with respect to the
subject matter hereof.
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3.3. ASSIGNMENT. Except as provided herein, this Agreement shall
not be assigned by operation of law or otherwise. This Agreement shall be
binding upon each Shareholder and his or her successors and assigns.
3.4. PARTIES IN INTEREST. This Agreement shall be binding upon and
inure solely to the benefit of Parent, and nothing in this Agreement, express or
implied, is intended to or shall confer upon any other person any right, benefit
or remedy of any nature whatsoever under or by reason of this Agreement.
3.5. SPECIFIC PERFORMANCE. Each Shareholder agrees that irreparable
damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that Parent shall be entitled
to specific performance of the terms hereof, in addition to any other remedy at
law or in equity.
3.6. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts executed and to be performed entirely within that State. Any and all
service of process and any other notice in any such action, suit or proceeding
shall be effective against each Shareholder if given by mail, postage prepaid,
mailed to such Shareholder at his or her address as currently reflected on the
records of the Company.
3.7. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each Shareholder has caused this Agreement to be
duly executed and delivered as of the day and year first written above.
THE SHAREHOLDERS:
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
37,619 shares of Common Stock
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
156,000 shares of Common Stock
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
113,321 shares of Common Stock
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
49,000 shares of Common Stock
/s/ Xxxxxx X. XxXxxxx
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Xxxxxx X. XxXxxxx
18,300 shares of Common Stock
/s/ W. Xxxxxxxx Xxxxxxxx
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W. Xxxxxxxx Xxxxxxxx
10,886 shares of Common Stock
ACCEPTED AND AGREED:
XXXXX INDUSTRIAL SERVICES, L.L.C.
By: /s/ Xxxxxxx Xxxxxxx
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Its: Chief Executive Officer
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