Exhibit 99.1
VOTING AGREEMENT
AGREEMENT, dated as of November 14, 2000 among Verizon Wireless Inc., a
Delaware corporation ("ACQUIROR") and each of the Persons listed on the
signature pages hereof (each, a "STOCKHOLDER").
WHEREAS, in order to induce Acquiror to enter into the Transaction
Agreement dated as of the date hereof (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 1.1. 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
transactions contemplated by the Transaction Agreement or (v) other matter
relating to, or in connection with, any of the foregoing matters.
SECTION 1.2. IRREVOCABLE PROXY. Each Stockholder hereby revokes any and
all previous proxies granted with respect to its Shares. 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 2.1. 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, 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. If this Agreement is being executed in
a representative or fiduciary capacity, the Person signing this Agreement has
full power and authority to enter into and perform this Agreement.
SECTION 2.2. 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, 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 2.3. OWNERSHIP OF SHARES. Such Stockholder is the record and
beneficial owners 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).
SECTION 2.4. 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 2.5. 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 3.1. 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:
SECTION 4.1. NO PROXIES FOR OR ENCUMBRANCES ON SHARES. Except pursuant
to the terms of this Agreement and except that Xxx Xxxxxxxx may transfer up to
3,000 shares of Price Communications Corporation in bona fide gifts, 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 Proxy Agreement) 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 4.2. OTHER OFFERS. Except as permitted by the Transaction
Agreement, except with respect to the Florida Business if the Acquiror fails to
make the Florida Election prior to January 31, 2001, and the Price Corporations'
interest in the North Carolina 15 RSA A-Side cellular market, each of the Price
Corporations and the Company will not, and will not permit their officers,
directors, Affiliates, related entities, agents or representatives to (i)
solicit, initiate, knowingly encourage, conduct or engage in any substantive
discussions, or enter into any agreement or understanding with any other person
or entity regarding (a) the transfer, directly or indirectly, of any of the
capital stock of any of the Price Corporations or the Company, any material
portion of the assets of any of the Price Corporations, the Company or the
Business which would reasonably anticipated in the case of Price Parent to
result in a Change of Control (other than an event that is a Change of Control
solely by reason of subparagraph (i) of the definition of "Change of Control"),
(b) any investment by any other person or entity in capital stock of any of the
Price Corporations, the Company or the Business (other than in the case of Price
Parent, such investments which will not, or are reasonably likely not to
constitute a Change
of Control (other than an event that is a Change of Control solely by reason of
subparagraph (i) of the definition of "Change of Control")), or (c) any joint
venture relating to the Business or other similar transaction involving any of
the Price Corporations, the Company or the Business; or (ii) disclose any
nonpublic information relating to any of the Price Corporations, the Company or
the Business, or afford access to the properties, books or records of any of the
Price Corporations or the Company that relate, in whole or in part, to the
Business, to any other person or entity that may be considering acquiring or has
acquired an interest in any of the Price Corporations, the Company or the
Business or engaging in any transaction of the type described in clause (i)
above. Any party hereto becoming aware of any inquiry or request by another
person or entity with respect to any such transfer or disclosure shall promptly
notify Acquiror of such inquiry, indicate the identity of the offeror and the
terms and conditions of any proposals or offers or the nature of any inquiries
or contacts, and thereafter keep Acquiror informed, on a current basis, of the
status and terms of any such proposals or offers and the status of any such
inquiries or contacts. None of the Price Corporations of the Company shall
release any third party from, or waive any provision of, any confidentiality or
standstill agreement to which any of the Price Corporations or the Company is a
party if the agreement relates, in whole or in part, to the Business.
SECTION 4.2. 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 5.1. 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 5.2. 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 5.3. 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.
SECTION 5.4. 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 5.5. GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York.
SECTION 5.6. 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 5.7. 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 5.8. 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 5.9. 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. COOPERATION. Xxxxxx Xxxxx agrees to use his reasonably
best efforts to facilitate the appointment of Xxxxxx Xxxxx as guardian of the
property of his minor children and the appointment of Xxxxxx Xxxxxxx as guardian
of the property of her minor children and not to contest or challenge the
authority of Xxxxxx Xxxxx or Xxxxxx Xxxxxxx in such capacity.
SECTION 5.11. CAPITALIZED TERMS. Capitalized terms used but not defined
herein shall have the respective meanings set forth in the Transaction
Agreement.
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/
----------------------------
Name:
Title:
STOCKHOLDERS:
XXXXXX XXXXX
By: /s/ Xxxxxx Xxxxx
----------------------------
Xxxxxx Xxxxx
XXX XXXXXXXX
By: /s/ Xxx Xxxxxxxx
----------------------------
Xxx Xxxxxxxx
Names of Stockholder Class of Stock Shares Owned or Entitled to Vote
-------------------- -------------- --------------------------------
Xxxxxx Xxxxx Common 6,203,100
Xxx Xxxxxxxx Common 379,889
