EXHIBIT 2
Xxxxxxx Guardian Voting Agreement
VOTING AGREEMENT
AGREEMENT, dated as of March 30, 2001 among Xxxxxxxxx Xxxxxxx and Xxx
Xxxxxxx, by Xxxxxx Xxxxxxx as guardian of their property, and Xxxxxx Xxxxx
(each, a "Stockholder").
WHEREAS, Xxxxxx Xxxxxxx has been appointed (i) the guardian of the
property of Xxxxxxxxx Xxxxxxx, which property includes 1,812,500 shares of
common stock of Price Communications Corporation, a New York corporation ("PR")
and (ii) the guardian of the property of Xxx Xxxxxxx, which property includes
1,812,500 shares of common stock of PR.
WHEREAS, Xxxxxx Xxxxx is the record and beneficial owner of 6,203,100
shares of common stock of PR.
WHEREAS, the Stockholders desire to enter into an agreement regarding the
voting of the shares of common stock of PR referred to in the two preceding
paragraphs (the "Shares").
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1.
Grant of Proxy And Voting Agreement
Section 1.01. Voting Agreement. Each Stockholder hereby agrees that, if at
any time he or she is entitled to vote on any matter submitted to the
stockholders of PR, he or she shall vote all of the Shares he or she is entitled
to vote (or execute proxies or written consents, as the case may be) and take
all other necessary action to cause any Shares he or she is entitled to vote to
be voted in the manner directed by the Majority Stockholder (as defined below).
Each Stockholder hereby agrees that it will not vote any Shares (or execute
proxies or written consents, as the case may be) except as directed by the
Majority Stockholder pursuant to the preceding sentence. As used in this
Agreement, "Majority Stockholder" means, at any time, with respect to any
matter, whichever Stockholder is entitled to vote the most Shares (without
giving effect to this Agreement) on such matter.
Notwithstanding anything contained elsewhere herein to the contrary, (i)
neither this Agreement nor the proxies granted pursuant to the next section
apply to any matter covered by the Voting Agreement dated as of November 14,
2000 between Verizon Wireless, Inc., Xxxxxx Xxxxx and Xxx Xxxxxxxx and the
Voting Agreement dated as of March 30,2001 between Verizon Wireless, Inc.,
Xxxxxxxxx Xxxxxxx and Xxx Xxxxxxx, by Xxxxxx Xxxxxxx as guardian of their
property, and Xxxx Xxxxx and Xxxx Xxxxx, by
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Xxxxxx Xxxxx as guardian of their property, (collectively, the "Verizon Voting
Agreements") and (ii) at any time when the Majority Stockholder is Xxxxxx Xxxxx
and the shares of PR common stock owned by Xxxxxx Xxxxx or a family member of
Xxxxxx Xxxxx that he has the authority to vote (including the Shares subject to
this Agreement) exceed 19.9% of the outstanding shares of PR common stock, then
at all such times but only at such times (x) a number of Shares of Xxxxxxxxx
Xxxxxxx equal to 25% of such excess shall not be subject to Sections 1.01 or
1.02 of this Agreement and (y) a number of Shares of Xxx Xxxxxxx equal to 25% of
such excess shall not be subject to Sections 1.01 or 1.02 of this Agreement.
Section 1.02. Irrevocable Proxy. Each Stockholder hereby revokes any and
all previous proxies granted with respect to its Shares other than the proxies
granted pursuant to the Verizon Voting Agreements. By entering into this
Agreement, each Stockholder hereby grants a proxy appointing the Majority
Stockholder 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, subject
to the last paragraph of Section 1.01. The proxy granted by each Stockholder
pursuant to this Article 1 is irrevocable and is granted in consideration of the
other Stockholder entering into this Agreement. 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 2.01. Authorization; Enforceability. This Agreement constitutes a
valid and binding Agreement of such Stockholder. If such Stockholder is
executing this Agreement in a representative or fiduciary capacity or if this
Agreement is being executed on behalf of such Stockholder by a representative,
the Person signing this Agreement has full power and authority to enter into and
perform this Agreement. 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.
Section 2.02. 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) violate any applicable law, rule,
regulation, judgment, injunction, order or decree, (ii) 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 is
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entitled under any provision of any agreement or other instrument binding on
such Stockholder or (iii) result in the imposition of any Lien on any assets of
such Stockholder.
Section 2.03. Ownership of Shares. Such Stockholder is the record and
beneficial owner 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).
ARTICLE 3.
COVENANTS OF EACH STOCKHOLDER
Each Stockholder, severally and not jointly, hereby covenants and agrees
that:
Section 3.01. No Proxies for or Encumbrances on Shares. Except pursuant to
the terms of this Agreement such Stockholder shall not, without the prior
written consent of Xxxxxx Xxxxx, 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 Verizon Voting Agreements) 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.
ARTICLE 4.
MISCELLANEOUS
Section 4.01. Further Assurances. Each Stockholder will 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.
Section 4.02. 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 death of Xxxxxx Xxxxx.
Section 4.03. Expenses. All costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such cost or expense.
Section 4.04. 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
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any of its rights or obligations under this Agreement without the consent of the
other parties hereto.
Section 4.05. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York.
Section 4.06. 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 4.07. 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 4.08. 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 4.09. Capitalized Terms. Capitalized terms used but not defined
herein shall have the respective meanings set forth in the Transaction Agreement
dated as of November 14, 2000 among PR, Price Communications Cellular, Inc.,
Price Communications Cellular Holdings, Inc., Price Communications Wireless,
Inc., Verizon Wireless Inc., Cellco Partnership and VWI Acquisition Corporation.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
/s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
/s/ Xxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxxxxx Xxxxxxx, by Xxxxxx
Xxxxxxx as guardian of her property
/s/ Xxxxxx Xxxxxxx
-----------------------------------
Name: Xxx Xxxxxxx, by Xxxxxx Xxxxxxx
as guardian of his property
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Name of Stockholder Class of Stock Shares Owned or Entitled to Vote
------------------- -------------- --------------------------------
Xxxxxx Xxxxx Common 6,203,100
Xxxxxxxxx Xxxxxxx Common 1,812,500
Xxx Xxxxxxx Common 1,812,500
