Exhibit 99.1
VOTING AGREEMENT
This Voting Agreement, dated as of June 7, 2003 (this "Agreement"), is
by and between Community Bank System, Inc., a Delaware corporation ("CBSI"), and
the undersigned shareholder ("Shareholder") of Grange National Banc Corp., a
Pennsylvania corporation ("Grange").
RECITALS
A. Concurrently with the execution of this Agreement, CBSI and Grange
entered into an Agreement and Plan of Merger (the "Merger Agreement") which
provides for the merger (the "Merger") of Grange with and into CBSI. Pursuant to
the Merger, shares of capital stock of Grange will be converted into merger
consideration, consisting of cash and shares of common stock of CBSI, on the
basis described in the Merger Agreement.
B. 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
such number of shares of the outstanding common stock of Grange as is indicated
on the final page of this Agreement (the "Shares").
C. As a material inducement to enter into the Merger Agreement, CBSI
desires the Shareholder to agree, and the Shareholder is willing to agree, to
vote the Shares and any other such shares of capital stock of Grange
subsequently acquired by the Shareholder so as to facilitate consummation of the
Merger as provided in this Agreement.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. AGREEMENT TO VOTE SHARES; ADDITIONAL PURCHASES.
1.1 AGREEMENT TO VOTE SHARES. At every meeting of the shareholders of
Grange called with respect to the approval of the Merger Agreement and the
Merger, and at every adjournment thereof, and on every action or approval by
written consent of the shareholders of Grange with respect to the approval of
the Merger Agreement and the Merger, Shareholder shall vote the Shares and any
New Shares (as defined below) in favor of adoption and approval of the Merger
Agreement and the Merger.
1.2 AGREEMENT TO RETAIN SHARES. Shareholder shall not transfer,
sell, exchange, pledge or otherwise dispose of or encumber the Shares or any New
Shares; PROVIDED, HOWEVER, that Shareholders may transfer the Shares if the
transferee, prior to such transfer, executes a voting agreement with respect to
the Shares to be transferred, substantially in the form of this Agreement, and
provides such executed agreement to CBSI.
1.3 ADDITIONAL PURCHASES. Shareholder agrees that any shares of capital
stock of Grange that Shareholder purchases or with respect to which
Shareholder otherwise acquires beneficial ownership (as defined in Rule
13d-3 under the Exchange Act) after the execution of this Agreement and prior to
the Expiration Date (as defined below) ("New Shares") shall be subject to the
terms and conditions of this Agreement to the same extent as if they constituted
Shares.
2. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER. Shareholder (i)
is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the
Shares, which at the date hereof are (except to the extent set forth in a
schedule delivered herewith) free and clear of any liens, claims, options,
charges or other encumbrances; (ii) does not beneficially own (as defined in
Rule 13d-3 under the Exchange Act) any shares of capital stock of Grange other
than the Shares (excluding shares as to which Shareholder currently disclaims
beneficial ownership in accordance with applicable law and shares subject to
stock options held by Shareholder); and (iii) has full power and authority to
make, enter into and carry out the terms of this Agreement.
3. ADDITIONAL DOCUMENTS. Shareholder hereby covenants and agrees to
execute and deliver any additional documents necessary or desirable, in the
reasonable opinion of CBSI, to carry out the intent of this Agreement.
4. CONSENT AND WAIVER. Shareholder hereby gives any consents or waivers
that are reasonably required for the consummation of the Merger under the terms
of any agreements to which Shareholder is a party or pursuant to any rights
Shareholder may have.
5. TERMINATION. This Agreement shall terminate and shall have no
further force or effect as of the earlier to occur of (i) such date and time as
the Merger shall become effective in accordance with the terms and provisions of
the Merger Agreement, or (ii) such date and time as the Merger Agreement shall
have been terminated pursuant to Article VII thereof (the "Expiration Date").
6. MISCELLANEOUS.
6.1 SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
6.2 BINDING EFFECT AND ASSIGNMENT. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by either
of the parties without prior written consent of the other.
6.3 AMENDMENTS AND MODIFICATION. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
6.4 SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. The parties hereto
acknowledge that CBSI will be irreparably harmed and that there will be no
2
adequate remedy at law for a violation of any of the covenants or agreements of
Shareholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to CBSI upon any such violation, CBSI shall
have the right to enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to CBSI at law or in equity.
6.5 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, or sent by mail (registered or certified mail, postage prepaid, return
receipt requested) or overnight courier (prepaid) to the respective parties as
follows:
If to CBSI:
Community Bank System, Inc.
0000 Xxxxxxxxxx Xxxxxxx
XxXxxx, Xxx Xxxx 00000
Attention: President and Chief Executive Officer
With a required copy to:
Bond, Xxxxxxxxx & King, PLLC
Xxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
If to the Shareholder: To the address for notice set forth on the
last page hereof.
With a required copy to:
Xxxxxxxx Xxxxxx LLP
3200 The Mellon Bank Center
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: J. Xxxxx Xxxxxxxx, Esq.
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
6.6 GOVERNING LAW. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York (without
regard to the principles of conflict of laws thereof).
6.7 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matter.
3
6.8 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
6.9 EFFECT OF HEADINGS. The section headings herein are for
convenience only and shall not affect the construction or interpretation of this
Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
4
IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the date and year first above written.
COMMUNITY BANK SYSTEM, INC.
By: ________________________________
Title: _______________________________
SHAREHOLDER:
By: ________________________________
By: ________________________________
(All owners must sign if shares are jointly owned)
Shareholder's Address for Notice:
____________________________________
____________________________________
____________________________________
________ Shares of Common Stock Beneficially Owned:
5
