EXHIBIT A-5
SHAREHOLDER VOTING AGREEMENT
SHAREHOLDER VOTING AGREEMENT, dated as of June 30, 2000 (this
"Agreement"), by and between Royal Bank of Canada ("Buyer") and the shareholder
of The Liberty Corporation ("Liberty") identified as the signatory hereto (the
"Shareholder").
WHEREAS, in connection with the execution of this Agreement, Buyer is
entering into a purchase agreement (the "Purchase Agreement") with Liberty,
providing for the purchase by Buyer of the Assets (as defined in the Purchase
Agreement) from Liberty;
WHEREAS, Buyer would not enter into the Purchase Agreement unless the
Shareholder were to enter into this Agreement; and
WHEREAS, as a shareholder of Liberty, the Shareholder will benefit from
the Purchase Agreement.
NOW, THEREFORE, in consideration of Buyer's entry into the Purchase
Agreement, the Shareholder agrees with Buyer 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 Liberty 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 either set forth on Schedule A attached hereto or
disclosed to Buyer as promptly as practicable after the date hereof) and
with full power to vote the Owned Shares without the consent or approval of
any other person, 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 (x) 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 (y) 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 Liberty as to which beneficial ownership is acquired
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 Purchase Agreement and the sale of the Assets provided for therein
(the "Transaction") at any
meeting or meetings of Liberty's shareholders called to vote upon the
Purchase Agreement and the Transaction 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 Purchase Agreement).
3. The Shareholder agrees that he, she or it will not, without the
prior written consent of Buyer, (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 Purchase Agreement and the
Transaction and (ii) an agreement identical in all material respects to
this Agreement executed by the buyer of the Owned Shares the subject
thereof, and (b) take any action that would prohibit, prevent or preclude
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 a 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
across from the Shareholder's name 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 across from the shareholder's name 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 that irreparable damage to Buyer 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 Buyer 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.
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5. 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).
6. 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.
7. This Agreement shall terminate upon the earlier to occur of (a) the
first year anniversary of its execution by Shareholder and (b) the date of
termination of the Purchase Agreement in accordance with its terms.
8. This Agreement shall be construed in accordance with and governed
by the laws of the State of New York without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of New York
or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York.
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IN WITNESS WHEREOF, the Shareholder and Buyer have duly executed this
Agreement as of the date first above written.
ROYAL BANK OF CANADA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice Chairman and Chief
Financial Officer
By: /s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Name: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Vice President
SHAREHOLDER
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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SCHEDULE A-5
Shares Beneficially Owned but title to which is held by a
trust, with respect to which trust the Shareholder has
Shares Beneficially Owned in voting power (and, as noted, in certain cases shares such
Name of Shareholder Shareholder's Individual Capacity voting power with another Shareholder)
------------------- ----------------------------------------- --------------------------------------------------------
Number of Shares Number of Shares
Subject to Lien, Subject to Lien,
Number of Shares Encumbrance or Number of Shares Encumbrance or
Beneficially Owned Restriction Beneficially Owned Restriction
------------------ ---------------- ------------------ ---------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 0 0 52,532 (voting power shared) 0