EXHIBIT 99.2
VOTING AGREEMENT
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VOTING AGREEMENT (this "Agreement") dated as of October
28, 1996, between TSX Corporation, a Delaware corporation
("TSX"), and Anixter International Inc., a Delaware corporation
("Anixter"), who is a stockholder of ANTEC Corporation, a
Delaware corporation ("Anixter").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Boards of Directors of ANTEC, TSX and TSX
Acquisition Corporation have approved a Plan of Merger dated as
of the date hereof (the "Merger Agreement"), providing for the
merger of a newly formed subsidiary of ANTEC with and into TSX
(the "Merger") and the issuance of ANTEC common stock, par value
$0.01 per share (the "Common Stock"), in exchange for TSX common
stock; and
WHEREAS, as a condition to entering into the Merger
Agreement TSX has requested that Anixter agree, and in order to
induce TSX to enter into the Merger Agreement, Anixter has agreed
to enter into this agreement with respect to all of the shares of
Common Stock now owned and which may hereafter be acquired by
Anixter (the "Shares").
NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. VOTING AGREEMENT.
(a) Subject to the terms and conditions of this
Agreement, Anixter agrees that during the term this Agreement is
in effect, at any meeting of the stockholders of ANTEC, however
called, and in any action by written consent of the stockholders
of ANTEC, Anixter shall vote the Shares (or cause the Shares to
be voted) in favor of the Merger and the transactions
contemplated by the Merger Agreement.
The foregoing agreement of Anixter is subject to the
satisfaction of the following conditions as of the time the
approval of the Merger and the Merger Agreement by stockholders
of ANTEC (including Anixter) is sought: (i) the Merger Agreement
shall be in full force and effect in the form originally executed
and shall not have been amended or modified in any respect, there
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shall not have been any waiver of any right of ANTEC or any
obligation of TSX thereunder, no conditions to the obligations of
ANTEC to consummate the Merger and the other transactions
contemplated thereby shall have been waived, except for such
amendments, modifications and waivers as are insignificant in
nature or are consented to in writing by Anixter, which consent
shall not be unreasonably withheld (it being understood and
agreed that any change or modification to the kind or amount of
consideration to be received by any ANTEC stockholder in the
Merger shall not be deemed insignificant and Anixter, in its sole
discretion, may withhold its consent to any such change or
modification), (ii) all consents and approvals of any court,
administrative agency or commission or other governmental
authority or instrumentality (each, a "Governmental Entity"), if
any, required in connection with the consummation of the
transactions contemplated by the Merger Agreement shall have been
obtained and shall be in full force and effect and neither the
grant nor the effectiveness of any such consent or approval shall
be subject to any condition of any kind referred to in paragraph
1(b) below, (iii) there shall not have been any action taken, or
any statute, rule, regulation, judgment, order or decree
proposed, enacted, promulgated, entered, issued, enforced or
deemed applicable by any Governmental Entity, and there shall be
no action, suit, hearing, proceeding or investigation pending,
which, in the reasonable judgment of Anixter, (A) makes or may
make any provision of this Agreement, the Merger Agreement or the
Merger illegal or may result in the imposition of material
damages or penalties in connection therewith, (B) requires or may
require the divestiture of a material portion of the business of
TSX or any subsidiary of TSX (including the surviving corporation
in the Merger), (C) imposes or may result in the imposition of
material limitations on the ability of Anixter or any of its
affiliates effectively to exercise full rights of ownership of
the shares of TSX common stock (including voting and consent
rights) to be issued in the Merger, or makes the holding of any
thereof by Anixter or such affiliate illegal or subject to any
materially burdensome requirement or condition (except for such
securities law restrictions on resale as are customary for
"affiliate" or "restricted" shares), or (D) requires or may
require TSX, any subsidiary of TSX (including the surviving
corporation in the Merger), or Anixter or any of its affiliates
to cease or refrain from engaging in any material business or
transaction or making or retaining any material investment, if in
the case of any consequence referred to in subclauses (B) (C) or
(D), such consequence would be avoided if the Merger were not
consummated, and (iv) there shall not be pending any action,
suit, proceeding, hearing or investigation which challenges the
legality, validity or enforceability of this Agreement or the
Merger Agreement, or the legality of the performance by Anixter
or TSX of its covenants or agreements hereunder, or in which any
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person seeks to restrain or enjoin (preliminarily, temporarily or
permanently) such performance or the Merger or to collect or
impose material damages or penalties on Anixter in connection
therewith, except in each of the foregoing instances for actions,
suits, proceedings, hearings or investigations in which the
challenge is the result of a competing offer for ANTEC or the
fairness of the consideration to be received by ANTEC
shareholders; no judgment or order imposing any such damages or
penalties shall have been entered; and neither such performance
or the Merger shall have been restrained or enjoined
(preliminarily, temporarily or permanently).
(b) Nothing contained in this Agreement shall create any
obligation on the part of Anixter or any of its affiliates or
restrict Anixter or any of its affiliates in the exercise and
enjoyment of full rights of ownership of shares of capital stock
of TSX, except as expressly provided in paragraph 1(a) above or
except for such securities law restrictions on resale as are
customary for "affiliate" or "restricted" shares. Without
limiting the generality of the immediately preceding sentence, if
the grant or effectiveness of any consent or approval of any
Governmental Entity required in connection with the consummation
of the Merger shall be conditioned upon the surrender or
modification in any significant respect of any license, franchise
or permit held by TSX or any of its subsidiaries or by Anixter or
any of its affiliates, the divestiture or rearrangement of the
composition of any assets of TSX or any of its subsidiaries or of
Anixter or any of its affiliates, the holding of any assets of
any such person in a trust or otherwise separate and apart from
such person's other assets, limitations on any such person's
freedom of action with respect to future acquisitions of assets
or with respect to any existing or future business or activities
or its enjoyment of the full rights of ownership, possession and
use of any asset now owned or hereafter acquired by such person,
any change in such person's ownership or in any rights of or
arrangements among its equity holders or any other restrictions,
limitations, requirements or conditions which are or might be
burdensome or adverse to any such person, then nothing in this
Agreement shall be construed as imposing any obligation or duty
on the part of Anixter or any of its affiliates to agree to,
approve or otherwise be bound by or satisfy any such condition.
Nothing contained in this Agreement shall require Anixter or any
of its affiliates to terminate or modify the terms of any
existing pledge of any shares of capital stock of ANTEC held by
such Anixter or such affiliate. The agreement of Anixter set
forth in paragraph 1(a) above relates only to Anixter in its
capacity as a stockholder of ANTEC and not to any other capacity
in which it or any of its affiliates may be acting.
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(c) Notwithstanding the foregoing, in the event required by
applicable law in connection with the Merger, Anixter shall make
a filing pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements
Act of 1976 and shall cooperate in supplying any subsequently
requested information so long as such request is not, in
Anixter's judgment, commercially unreasonable.
2. IRREVOCABLE PROXY.
In the event that Anixter breaches its agreement set
forth in Section 1, Anixter (without further action on Anixter's
part) shall be deemed to have hereby irrevocably appointed TSX as
its attorney and proxy, with full power of substitution, during
the term of this Agreement, to vote each of the Shares as its
proxy, at every annual, special or adjourned meeting of the
stockholders of ANTEC (including the right to sign its name to
any consent, certificate or other document relating to ANTEC that
the law of the State of Delaware may permit or require) in the
manner consistent with paragraph 1 above. THIS PROXY AND POWER
OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.
Anixter hereby revokes all other proxies and powers of
attorney with respect to the Shares that Anixter may have
heretofore appointed or granted, and no subsequent proxy or power
of attorney (except in furtherance of Anixter's obligations under
Section 1 hereof) shall be given or written consent executed (and
if given or executed, shall not be effective) by Anixter with
respect thereto so long as this Agreement remains in effect.
3. TRANSFERS OF COMMON STOCK.
In the event that Anixter transfers any Common Stock
during the term of this Agreement, Anixter shall obtain from any
transferee its agreement to assume Anixter's obligations
hereunder with respect to the transferred Common Stock.
4. TERM.
This Agreement shall remain in effect until the Merger
Agreement is terminated or the transactions contemplated by the
Merger Agreement are consummated, whichever occurs first.
5. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement of the
parties and supersedes all prior agreements and undertakings,
both written and oral, between the parties, or any of them, with
respect to the subject matter hereof.
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6. PARTIES IN INTEREST.
This Agreement shall be binding upon and inure solely
to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer
upon any person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
7. GOVERNING LAW.
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware applicable to
contracts executed and to be performed entirely within that
state.
8. COUNTERPARTS.
This Agreement may be executed in one or more
counterparts, each of which when executed shall be deemed to be
an original but all of which taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, each of the parties hereto has
executed this Voting Agreement as of the day and year first
written above.
TSX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Its President and Chief
Executive Officer
ANIXTER INTERNATIONAL INC.
By: /s/ Xxxxxx Xxxxxx
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Its Senior Vice
President-Finance
