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EXHIBIT 3
UNITED MERIDIAN CORPORATION
AGREEMENT TO VOTE AND PROXY
THIS AGREEMENT TO VOTE AND PROXY (this "Agreement") dated as of
December 22, 1997, is by and between Xxxxx X. Xxxxxx ("Stockholder"), and
United Meridian Corporation, a Delaware corporation ("UMC").
RECITALS
A. OEI Holding Corporation, a Delaware corporation ("Newco"), UMC
and Ocean Energy, Inc., a Delaware corporation ("OEI"), are entering into an
Agreement and Plan of Merger of even date herewith (the "Merger Agreement"),
pursuant to which (i) Newco shall be merged with and into OEI (the "Newco
Merger") and (ii) UMC shall be merged with and into OEI (the "UMC Merger" and,
together with the Newco Merger, the "Mergers").
B. As of the date hereof, Stockholder (i) owns 1,656,511 shares,
or approximately 7.2% of the outstanding common stock, par value $.01 per
share, of OEI (the "Common Stock") or (ii) has the right to vote or direct the
vote of 1,600,000 shares, or approximately 7.0%, of Common Stock pursuant to
that certain Irrevocable Proxy, dated September 25, 1997, executed by Xxxxxxx
X. Xxxxx, XX, Xxxxxxxxx May Xxxxx and the Xxxxx Family Partnership in favor of
Stockholder (such shares of Common Stock referred to in clauses (i) and (ii)
above and any additional shares of Common Stock owned in the future by
Stockholder being herein referred to as the "Shares").
C. In consideration of UMC's agreement to enter into the Merger
Agreement, Stockholder (i) agrees to vote the Shares in favor of the Mergers
(subject to the irrevocable proxy provided for in Section 2 hereof (the
"Proxy")), and (ii) grants to UMC the Proxy covering the Shares to vote in
favor of the Mergers, all in accordance with the terms set forth in this
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained in this
Agreement, the parties hereto agree as follows:
1. Voting Agreement.
1.1 Agreement to Support Merger. Stockholder agrees to
vote the Shares in favor of the Mergers, pursuant to the terms of the Merger
Agreement, at the OEI Stockholders Meeting (as defined in the Merger
Agreement).
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1.2 Applicability of Voting Agreement. The voting
agreement contained in Section 1.1 shall apply to the Shares whether or not
owned by Stockholder.
2. Proxy with Respect to Shares. Stockholder hereby irrevocably
appoints UMC as its attorney and proxy, with full power of substitution, to
vote in such manner as such attorney and proxy or its substitute shall, in its
sole discretion, deem proper, and otherwise act with respect to all of the
Shares which it is entitled to vote at any meeting of stockholders (whether
annual or special and whether or not an adjourned meeting) of OEI; provided,
however, that Stockholder grants a proxy hereunder only with respect to the
following matters that may be presented to the stockholders of OEI (the
"Designated Matters"): (i) votes with respect to the Mergers and the Merger
Agreement; (ii) votes with respect to any action or agreement that would result
in a breach of any covenant, representation or warranty or any other obligation
or agreement of OEI under the Merger Agreement; (iii) votes with respect to
any action or agreement that would impede, interfere with, delay, postpone or
attempt to discourage the Mergers and the Merger Agreement, including, but not
limited to, (a) any reorganization or liquidation involving OEI, (b) any change
in the board of directors of OEI, except as otherwise agreed to in writing by
UMC, or (c) any material change in the present capitalization of OEI; (iv)
votes relating to any other material change in the corporate structure or
business of OEI; and (v) votes in favor and approval of the matter Stockholder
has agreed to vote in favor of in Section 1.1 hereof. This proxy is
irrevocable, is coupled with an interest sufficient in law to support an
irrevocable proxy and is granted in consideration of and as an inducement to
cause UMC to enter into the transactions contemplated by the Merger Agreement.
This proxy shall revoke any other proxy granted by Stockholder at any time with
respect to the Shares and no subsequent proxies will be given by Stockholder
with respect to the Shares while the Proxy is in effect. In addition, if
subsequent to the date hereof Stockholder is entitled to vote the Shares for
any purpose, it shall take all actions necessary to vote the Shares pursuant to
instructions received from UMC; provided, however, that the provisions of this
sentence shall only apply to the Designated Matters. This proxy shall apply to
the Shares whether or not owned by Stockholder.
3. Legends. The stock certificates representing the Shares shall
bear the following legend until the voting agreement contained in Section 1.1
terminates:
"The shares represented by this Certificate are subject to a voting
agreement and proxy pursuant to an Agreement to Vote and Proxy, dated
December 22, 1997, between Xxxxx X. Xxxxxx and United Meridian
Corporation, and any amendments thereof. A copy of such agreement is
on file at the principal place of business of Ocean Energy, Inc.
("OEI") and a copy will be provided to the holder hereof at no cost
upon written request to the corporate secretary of OEI."
4. Representations and Warranties of Stockholder. Stockholder
represents and warrants to UMC as follows:
4.1 Ownership of Shares. On the date hereof, the Shares
are all of the shares of OEI's Common Stock currently beneficially owned by
Stockholder. Stockholder does not
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have any rights to acquire any additional shares of OEI's Common Stock. Until
the termination of this Agreement, Stockholder shall not sell or otherwise
transfer any of the Shares. Stockholder has good, valid and marketable title
to the Shares, free and clear of all liens, encumbrances, restrictions,
options, warrants, rights to purchase and claims of every kind (other than the
encumbrances created by this Agreement, bona fide loan transactions and
restrictions on transfer under applicable Federal and state securities laws.
4.2 Power; Binding Agreement. Stockholder has the full
legal right, power and authority to enter into and perform all of Stockholder's
obligations under this Agreement. The board of directors of OEI has taken all
necessary action to approve the transactions contemplated by this Agreement
pursuant to Section 203(a) of the Delaware General Corporation Law. The
execution and delivery of this Agreement by Stockholder has been authorized by
Stockholder and will not violate any other agreement to which Stockholder is a
party, including, without limitation, any voting agreement, stockholders
agreement, voting trust or proxy. This Agreement has been duly executed and
delivered by Stockholder and constitutes a legal, valid and binding agreement
of Stockholder, enforceable in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws, now or hereafter in
effect affecting creditors' rights and remedies generally or general principles
of equity. Neither the execution nor delivery of this Agreement nor the
consummation by Stockholder of the transactions contemplated hereby will (i)
require any consent or approval of or filing with any governmental or other
regulatory body except for filings on Schedule 13D under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or (ii) constitute a
violation of, conflict with or constitute a default under, any contract,
commitment, agreement, understanding, arrangement or other restriction of any
kind to which Stockholder is a party or by which Stockholder is bound.
4.3 Absence of Certain Agreements. Neither Stockholder
nor any of its representatives has entered into any agreement, letter of intent
or similar agreement (whether written or oral) with any party other than UMC
whereby Stockholder has agreed to support, directly or indirectly, any proposal
or offer (whether or not in writing and whether or not delivered to the
stockholders of OEI generally) for a merger or other business combination
involving OEI or to acquire in any manner, directly or indirectly, a material
equity interest in, any voting securities of, or a substantial portion of the
assets of OEI, other than the transactions contemplated by the Merger
Agreement.
4.4 Finder's Fees. No person is, or will be, entitled to
any commission or finder's fees from Stockholder in connection with this
Agreement or the transactions contemplated hereby exclusive of any commission
or finder's fees referred to in the Merger Agreement.
5. Termination. This Agreement (other than Sections 6, 7, and
8.3) shall terminate on the earliest of:
(a) the date on which UMC and Stockholder
mutually consent to terminate this Agreement in writing;
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(b) upon the consummation of the transactions
contemplated by the Merger Agreement; or
(c) prior to the consummation of the transactions
contemplated by the Merger Agreement, upon the termination of the Merger
Agreement pursuant to its terms.
6. Expenses. Each party hereto will pay all of its expenses in
connection with the transactions contemplated by this Agreement.
7. Confidentiality. Stockholder recognizes that consummation of
the transactions contemplated by this Agreement may be dependent upon
confidentiality with respect to these matters, and that OEI has executed a
Confidentiality Agreement with respect to the transactions contemplated by the
Merger Agreement. In this connection, pending public disclosure, Stockholder
agrees that it will be bound by the terms of such Confidentiality Agreement,
except for filings required pursuant to the Exchange Act and the rules and
regulations thereunder or disclosures Stockholder's legal counsel advises in
writing are necessary in order to fulfill Stockholder's obligations imposed by
law, in which events Stockholder shall give prompt prior written notice of such
disclosure to UMC.
8. Certain Covenants of Stockholder.
8.1 No Shop. Except in accordance with the provisions of
this Agreement, Stockholder agrees, while this Agreement is in effect, not to
directly or indirectly:
(a) sell, transfer, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement
or understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any of the Shares;
(b) grant any proxies, deposit any Shares into a
voting trust or enter into a voting agreement with respect to the Shares; or
(c) take any action which would, if taken by OEI,
constitute a violation of Section 6.9 of the Merger Agreement.
8.2 Notice re Additional Shares. Stockholder agrees,
while this Agreement is in effect, to notify UMC promptly of the number of any
shares of OEI's Common Stock acquired by Stockholder after the date hereof.
9. Notices. All notices or other communications required or
permitted hereunder shall be in writing (except as otherwise provided herein)
and shall be deemed duly given when received by delivery in person, by telecopy
or by certified mail, postage prepaid, or by an overnight courier service,
addressed as follows:
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If to UMC:
United Meridian Corporation
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Chairman and Chief Executive Officer
Telecopy: (000) 000-0000
with copies to:
Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P.
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, P.C.
Telecopy: (000) 000-0000
If to Stockholder:
Xxxxx X. Xxxxxx
Ocean Energy, Inc.
0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxxxx 00000
Telecopy: (000) 000-0000
with copies to:
Xxxxxxx & Xxxxx L.L.P.
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxxxxx
Telecopy: (000) 000-0000
10. Entire Agreement; Amendment. This Agreement, together with
the documents expressly referred to herein, constitutes the entire agreement
among the parties hereto with respect to the subject matter contained herein
and supersedes all prior agreements and understandings among the parties with
respect to such subject matter. This Agreement may not be modified, amended,
altered or supplemented except by an agreement in writing executed by the party
against whom such modification, amendment, alteration or supplement is sought
to be enforced.
11. Assigns. This Agreement shall be binding upon, and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto without
the prior written consent of the other parties.
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12. Governing Law. This Agreement, and all matters relating
hereto, shall be governed by, and construed in accordance with the laws of the
State of Delaware without giving effect to the principles of conflicts of laws
thereof.
13. Injunctive Relief. The parties agree that in the event of a
breach of any provision of this Agreement, the aggrieved party may be without
an adequate remedy at law. The parties therefore agree that in the event of a
breach of any provision of this Agreement, the aggrieved party may elect to
institute and prosecute proceedings in any court of competent jurisdiction to
enforce specific performance or to enjoin the continuing breach of such
provision, as well as to obtain damages for breach of this Agreement and such
aggrieved party may take any such actions without the necessity of posting a
bond. By seeking or obtaining such relief, the aggrieved party will not be
precluded from seeking or obtaining any other relief to which it may be
entitled.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same document.
15. Severability. Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable such provision shall be
interpreted to be only so broad as is enforceable.
16. Further Assurances. Each party hereto shall execute and
deliver such additional documents as may be necessary or desirable to
consummate the transactions contemplated by this Agreement.
17. Third Party Beneficiaries. Nothing in this Agreement,
expressed or implied, shall be construed to give any person other than the
parties hereto any legal or equitable right, remedy or claim under or by reason
of this Agreement or any provision contained herein.
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IN WITNESS WHEREOF, UMC and Stockholder have each caused this
Agreement to be executed by their duly authorized officers as of the date and
year first above written.
UNITED MERIDIAN CORPORATION
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Chairman of the Board and
Chief Executive Officer
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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