SHAREHOLDER VOTING AGREEMENT
Exhibit 99.7
SHAREHOLDER VOTING AGREEMENT dated as of August 25, 2005 (this “Agreement”) by and among
Raycom Media, Inc., a Delaware corporation (“Parent”), RL123, Inc., a Delaware corporation and
wholly-owned subsidiary of Parent (“Merger Subsidiary”), and the shareholder of The Liberty
Corporation (the “Company”) identified as the signatory hereto (the “Shareholder”).
WHEREAS, in connection with the execution of this Agreement, Parent, Merger Subsidiary and the
Company are entering into an Agreement and Plan of Merger dated as of the date hereof (the “Merger
Agreement”) pursuant to which Parent would acquire the Company by means of a merger of Merger
Subsidiary with and into the Company (the “Merger”) on the terms and subject to the conditions set
forth in the Merger Agreement;
WHEREAS, neither Parent nor Merger Subsidiary would enter into the Merger Agreement unless the
Shareholder were to enter into this Agreement; and
WHEREAS, as a shareholder of the Company, the Shareholder will benefit from the Merger
Agreement.
NOW, THEREFORE, in consideration of Parent’s and Merger Subsidiary’s entry into the Merger
Agreement, the Shareholder agrees with Parent and Merger Subsidiary as follows:
1. The Shareholder represents and warrants that (a) he, she or it beneficially owns (as
defined, for purposes of this Agreement, in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended) the number of shares of common stock of the Company set forth on Schedule A attached
hereto (the “Owned Shares”), free from any lien, encumbrance or restriction whatsoever (other than
liens, encumbrances or restrictions existing prior to the date hereof and set forth on Schedule A
attached hereto) and with full power to vote the Owned Shares without the consent or approval of
any other person or entity, in each case except as otherwise indicated on Schedule A attached
hereto, and (b) this Agreement constitutes the valid and legally binding obligation of such
Shareholder, enforceable against such Shareholder in accordance with its terms, except to the
extent that (i) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws affecting the enforcement of
creditor’s rights generally and (ii) the availability of equitable remedies may be limited by
equitable principles of general applicability. For all purposes of this Agreement, Owned Shares
shall include any shares of the Company as to which beneficial ownership is acquired by the
Shareholder after the execution hereof.
2. The Shareholder irrevocably and unconditionally agrees that he, she or it will (a) vote, or
cause to be voted, all of the Owned Shares in favor of the Merger Agreement and the Merger at any
meeting or meetings of the Company’s shareholders called to vote upon the Merger Agreement and the
Merger and (b) will not vote, or cause to be voted, such shares (or
otherwise provide a proxy or consent or enter into another voting agreement with respect
thereto) in favor of any other Acquisition Proposal (as defined in the Merger Agreement).
3. The Shareholder agrees that he, she or it will not, without the prior written consent of
Parent, (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or
enter into any contract, option, commitment or other arrangement or understanding with respect to
the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares, unless he,
she or it receives (i) an irrevocable proxy, in form and substance substantially similar to the
provisions of Section 2 hereof, to vote such Owned Shares with respect to the Merger Agreement and
the Merger and (ii) an agreement identical in all material respects to this Agreement executed by
the buyer of the Owned Shares the subject thereof or (b) take any action that would prohibit,
prevent or preclude the Shareholder from performing its obligations under this Agreement; provided
that nothing contained in this Agreement (including, without limitation, the provisions of Section
3(b)) shall in any way prohibit, restrict or otherwise restrain the ability of the Shareholder to
take, in one or more transactions, any of the actions identified in Section 3(a): (i) with respect
to up to 10% in the aggregate of the total Owned Shares set forth under the heading “Number of
Shares Beneficially Owned in Shareholder’s Individual Capacity” on Schedule A attached hereto and
(ii) with respect to any Owned Shares held by a trust as to which the Shareholder exercises voting
control and which trust is identified on Schedule A, up to 10% in the aggregate of the total Owned
Shares held by such trust, as listed on Schedule A (it being understood that the calculation of the
number of shares entitled to this exception must take into account any actions identified in
Section 3(a) taken by any other person who is authorized to take such actions with respect to
shares held by the trust).
4. The Shareholder agrees not to take any action that would prevent or otherwise adversely
affect the consummation of the Merger and the other transactions contemplated by the Merger
Agreement.
5. The Shareholder agrees that irreparable damage to Parent and Merger Subsidiary would occur
in the event that any of the provisions of this Agreement were not performed by it in accordance
with their specific terms or were otherwise breached. It is accordingly agreed that Parent and
Merger Subsidiary shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement by the Shareholder and to enforce specifically the terms and provisions hereof in any
court of the United States or any state having jurisdiction, this being in addition to any other
remedy to which it is entitled at law or in equity, and that the Shareholder waives the posting of
any bond or security in connection with any proceeding related thereto.
6. This Agreement may be executed in one or more counterparts, each of which shall be deemed
to constitute an original. This Agreement shall become effective when one counterpart signature
page has been signed by each party hereto and delivered to the other party (which delivery may be
by facsimile).
7. The Shareholder agrees to execute and deliver all such further documents, certificates and
instruments and take all such further reasonable action as may be necessary or appropriate in order
to consummate the transactions contemplated hereby.
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8. This Agreement shall terminate upon the earlier to occur of (a) the Effective Time (as
defined in the Merger Agreement) and (b) the date of termination of the Merger Agreement in
accordance with its terms.
9. This Agreement shall be construed in accordance with and governed by the laws of the State
of Delaware without regard to the conflict of law rules of such state.
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IN WITNESS WHEREOF, Parent, Merger Subsidiary and the Shareholder have duly executed this
Agreement as of the date first above written.
| RAYCOM MEDIA, INC. |
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| By: | /s/ Xxxx X. XxXxxx, Xx. | |||
| Name: | Xxxx X. XxXxxx, Xx. | |||
| Title: | President | |||
| RL123, INC. |
|||||
| By: | /s/ Xxxx X. XxXxxx, Xx. | ||||
| Name: | Xxxx X. XxXxxx, Xx. | ||||
| Title: | President | ||||
| XXXXXXX X. XXXXXXXX | |||||
| /s/ Xxxxxxx X. XxXxxxxx | |||||
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SCHEDULE A
| Shares Beneficially Owned but title to which is | ||||||||||||||||
| held by a trust, with respect to which trust the | ||||||||||||||||
| Shares Beneficially Owned in | Shareholder has voting power (and, as noted, in | |||||||||||||||
| Name of | Shareholder’s Individual | certain cases shares such voting power with | ||||||||||||||
| Shareholder | Capacity | another shareholder) | ||||||||||||||
| Number of | Number of | |||||||||||||||
| Number of | Shares Subject | Shares Subject | ||||||||||||||
| Shares | to Lien, | to Lien, | ||||||||||||||
| Beneficially | Encumbrance | Encumbrance or | ||||||||||||||
| Owned | or Restriction | Number of Shares Beneficially Owned | Restriction | |||||||||||||
Xxxxxxx X. XxXxxxxx |
0 | 0 | 937,802 | 0 | ||||||||||||
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