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Exhibit 3
COYOTE, INC.
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is made and entered into as of
February 2, 1999, by and between Royal Precision, Inc., a Delaware corporation
("Royal"), and Paragon Coyote Texas, Ltd. (the "Stockholder").
RECITALS
A. Concurrently with the execution of this Agreement, Coyote Sports,
Inc., a Nevada corporation ("Coyote"), RP Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Coyote ("Coyote Sub"), and Royal
are entering into an Agreement and Plan of Merger (the "Merger Agreement") which
provides for the merger (the "Merger") of Coyote Sub with and into Royal.
Pursuant to the Merger, each share of capital stock of Royal will be converted
into the right to receive one share of a new class of Coyote Convertible
Preferred Stock, authorized by Coyote, on the basis described in the Merger
Agreement.
B. The Stockholder is the record holder and 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 capital stock of
Coyote as is indicated on the signature page of this Agreement (the "Shares").
C. As an inducement to Royal to enter into the Merger Agreement, the
Stockholder is willing to enter into and be bound by this Agreement pursuant to
which the Stockholder agrees not to transfer or otherwise dispose of any of the
Shares, or any other shares of capital stock of Coyote acquired hereafter and
prior to the Expiration Date (as defined in Section 1.1 below, except as
otherwise permitted hereby), to vote the Shares and any other such shares of
capital stock of Coyote so as to approve an increase in the number of authorized
shares of Coyote Preferred Stock and the issuance of Coyote Convertible
Preferred Stock and to facilitate consummation of the Merger and to grant Royal
a proxy with respect to the Shares upon the terms set forth herein.
D. All terms not otherwise defined herein shall have their respective
meanings set forth in the Merger Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereby agree as follows:
1. Agreement to Retain Shares.
1.1 Transfer and Encumbrance. The Stockholder agrees not to
transfer (except as may be specifically required by court order), sell,
exchange, pledge or otherwise dispose of or encumber any of the Shares
or any New Shares, as defined in Section 1.2 below, or to make any
offer or agreement relating to any such action, at any time prior to
the Expiration Date. As used herein, the term "Expiration Date" shall
mean 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 and (ii) such date and time as the Merger Agreement
shall be validly terminated pursuant to the terms thereof.
1.2 Additional Purchases. The Stockholder agrees that any
shares of capital stock of Coyote (or securities convertible into,
exchangeable for or constituting the right to acquire, capital stock of
Coyote) that the Stockholder purchases or with respect to which the
Stockholder otherwise acquires beneficial ownership after the execution
of this Agreement and prior to the Expiration Date (including, without
limitation, in the event of any stock split, stock dividend, merger,
reorganization, recapitalization or other change in the capital
structure of Coyote affecting the Shares, or pursuant to the exercise
of any option)
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("New Shares") shall be subject to the terms and conditions of this
Agreement to the same extent as if they constituted Shares.
2. Agreement to Vote Shares. At every meeting of the stockholders of
Coyote called with respect to any of the following, and at every adjournment
thereof, and on every action or approval by written consent of the stockholders
of Coyote with respect to any of the following, the Stockholder shall vote
(including any class vote) the Shares: (i) in favor of approval of the Merger
Agreement and the Merger, the terms thereof and each of the transactions
contemplated thereby, and any matter necessary to facilitate the Merger; (ii)
against any action or agreement that would result in a breach of any covenant,
representation or warranty or any other agreement or obligation of Coyote under
the Merger Agreement; (iii) against (x) any extraordinary corporate transaction,
such as a merger, consolidation or any other business combination involving
Coyote or its subsidiaries, (y) a sale, lease or transfer of a material amount
of assets by Coyote or its subsidiaries (other than in the ordinary course of
business) or (z) any reorganization, recapitalization, dissolution or
liquidation of Coyote, in each case other than the Merger and the transactions
contemplated by the Merger Agreement); or (iv) any other action involving Coyote
or its subsidiaries which is intended or which reasonably could be expected to
impede, interfere with, delay, postpone or materially adversely affect the
Merger and the transactions contemplated by the Merger Agreement (each of the
matters referred to in clauses (i) through (iv), a "Subject Matter"). This
Agreement is intended to bind the Stockholder only with respect to the specific
matters set forth herein.
3. Representations, Warranties and Covenants of the Stockholder. The
Stockholder hereby represents, warrants and covenants to Royal as follows:
3.1 Ownership of Shares. The Stockholder (i) is the record
holder and beneficial owner of the Shares, which at the date hereof and
at all times up until the Expiration Date will be free and clear of any
liens, claims, options, charges, voting trusts or agreements, proxies
or other encumbrances; (ii) does not beneficially own any shares of
capital stock of Coyote (or securities convertible into, exchangeable
for or constituting the right to acquire, capital stock of Coyote),
other than the Shares (and other than options to purchase the number of
shares of the common stock of Coyote, if any, indicated on the
signature page of this Agreement); and (iii) has full power and
authority to make, enter into and carry out the terms of this
Agreement.
3.2 Stockholder Authority; No Conflict. This Agreement has
been duly authorized (to the extent that the Stockholder is not a
natural person), executed and delivered by the Stockholder and
constitutes the legal, valid and binding obligation of the Stockholder,
enforceable against the Stockholder in accordance with its terms,
except as limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting enforcement of creditors' rights generally and (ii) general
principles of equity, regardless of whether asserted in a proceeding in
equity or at law. Neither the execution and delivery of this Agreement
nor the consummation by the Stockholder of the transactions
contemplated hereby will result in a violation of, or a default under,
or conflict with, any contract, trust, commitment, agreement,
understanding, arrangement or restriction of any kind to which the
Stockholder is a party or bound or to which the Stockholder's Shares
are subject. Consummation by the Stockholder of the transactions
contemplated hereby will not violate, or require any consent, approval,
or notice under (except for any notice which may be required pursuant
to the Exchange Act), any provision of any judgment, order, decree,
statute, law, rule or regulation applicable to the Stockholder or the
Stockholder's Shares.
3.3 No Proxy Solicitations. The Stockholder will not, and will
not permit any entity under the Stockholder's control to: (i) solicit
proxies or become participants in a solicitation with respect to a CSI
Acquisition Proposal or CSI Alternative Transaction or otherwise
encourage or assist any party in taking or planning any action that
would compete with, restrain or otherwise serve to interfere with or
inhibit the timely consummation of the Merger in accordance with the
terms of the Merger Agreement; (ii) initiate a stockholders' vote or
action by consent of Coyote stockholders with respect to an Acquisition
Proposal or Alternative Transaction; or (iii) become members of a
"group" (as such term is used in Section 13(d) of the Exchange Act)
with respect to any voting securities of Coyote with respect to an
Acquisition Proposal or Alternative
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Transaction. Notwithstanding the above, the Stockholder may take any
actions in the Stockholder's role as a director of Coyote permitted
under the Merger Agreement.
3.4 Royal Reliance. The Stockholder understands and
acknowledges that Royal is entering into the Merger Agreement in
reliance upon the Stockholder's execution and delivery of this
Agreement. The Stockholder acknowledges that the irrevocable proxy set
forth in Section 4 is granted in consideration for the execution and
delivery of the Merger Agreement by Royal.
3.5 No Solicitation. Upon execution of this Agreement, the
Stockholder shall not have, or shall immediately terminate any
discussions with, any third party concerning an Alternative
Transaction. From and after the date of this Agreement until the
earlier of the Effective Time (as defined in the Merger Agreement) or
the termination of this Agreement in accordance with its terms, the
Stockholder shall not, and shall not permit any officer, director,
employee, controlled Affiliate, investment banker or other agent (in
such agency capacity) of the Stockholder to, directly or indirectly,
(i) solicit, engage in discussions or negotiate with any Person
(whether such discussions or negotiations are initiated by the
Stockholder or otherwise) or take any other action intended or designed
to facilitate the efforts of any Person, other than Royal, relating to
an Alternative Transaction, (ii) provide information with respect to
Coyote or any of its Subsidiaries to any Person, other than Royal,
relating to a possible Alternative Transaction by any Person, other
than Royal, (iii) enter into an agreement with any person, other than
Royal, providing for a possible Alternative Transaction, or (iv) make
or authorize any statement, recommendation or solicitation in support
of any possible Alternative Transaction by any Person, other than by
Royal. Notwithstanding the above, the Stockholder may take any actions
in the Stockholder's role as a director of Coyote permitted under the
Merger Agreement.
4. Grant of Irrevocable Proxy; Appointment of Proxy.
4.1 The Stockholder hereby irrevocably grants to, and
appoints, each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇ or either of
them, the Stockholder's proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of the Stockholder,
to vote such Stockholder's Shares, or grant or not grant a consent or
approval in respect of such Shares, at any meeting of shareholders of
Coyote or at any adjournment thereof or in any other circumstances,
including, without limitation, a solicitation of stockholder consents
to action without a meeting, upon which the Stockholder's vote, consent
or other approval is sought, in respect of any Subject Matter.
4.2 Revocation of Any Other Proxies. The Stockholder
represents that any proxies heretofore given in respect of the
Stockholder's Shares are not irrevocable, and that any such proxies are
hereby revoked.
4.3 Proxy Granted to Royal Irrevocable. The Stockholder hereby
affirms that the irrevocable proxy set forth in this Section 4.1 is
given in connection with the execution of the Merger Agreement, and
that such irrevocable proxy is given to secure the performance of the
duties of the Stockholder under this Agreement. The Stockholder hereby
further affirms that the irrevocable proxy is coupled with an interest
and may under no circumstances be revoked, except, that this proxy
shall expire on the Expiration Date. The Stockholder hereby ratifies
and confirms all that such irrevocable proxy may lawfully do or cause
to be done by virtue hereof. Such irrevocable proxy (expiring on the
Expiration Date) is executed and intended to be irrevocable in
accordance with the provisions of the Nevada General Corporation Law
(the "NGCL").
5. Certain Events. The Stockholder agrees that this Agreement and the
obligations hereunder shall attach to the Stockholder's Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including without
limitation the Stockholder's constituent partners or its successors.
6. Additional Documents. The Stockholder hereby covenants and agrees to
execute and deliver any additional documents necessary or desirable, in the
reasonable opinion of Royal, to carry out the intent of this Agreement.
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7. Consent and Waiver. The Stockholder hereby gives any consents or
waivers that are reasonably required for the consummation of the Merger under
the terms of any agreements to which the Stockholder is a party or pursuant to
any rights the Stockholder may have.
8. Termination. This Agreement shall terminate and shall have no
further force or effect as of the Expiration Date.
9. Miscellaneous.
9.1 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.
9.2 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
Stockholder may be assigned by the Stockholder without the prior
written consent of Royal.
9.3 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 party against whom
enforcement is sought.
9.4 Specific Performance; Injunctive Relief. The parties
hereto acknowledge that Royal will be irreparably harmed and that there
will be no adequate remedy at law for a violation of any of the
covenants or agreements of the Stockholder set forth herein. Therefore,
it is agreed that, in addition to any other remedy or remedies that may
be available to Royal upon any such violation, Royal shall have the
right to enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to Royal at law or in
equity without posting any bond and without proving that monetary
damages would be inadequate.
9.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if
delivered in person, by cable, telegram or telex, 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 Royal: Royal Precision, Inc.
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Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn:
With a copy to: White & Case
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Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.
If to the Stockholder: Paragon Coyote Texas, Ltd.
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Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn.: ▇▇▇▇ ▇. ▇▇▇▇▇▇
With a copy to:
Telecopier No.:
Telephone No.:
Attn:
or to such other address or person's attention 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.
9.6 Governing Law. The laws of the State of New York
(irrespective of its choice of laws, rules or principles) will govern
the validity of this Agreement, the construction of its terms and the
interpretation and enforcement of the rights and duties of the parties
hereto.
9.7 Entire Agreement. This Agreement and the Merger Agreement
contain the entire understanding of the parties with respect to the
subject matter hereof, and supersede all prior negotiations and
understandings between the parties with respect to such subject matter.
9.8 Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
9.9 Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction or
interpretation of this Agreement.
9.10 Waiver of Jury Trial. ROYAL AND THE STOCKHOLDER EACH
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the day and year first above written.
ROYAL PRECISION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Chairman of the Board
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PARAGON COYOTE TEXAS, LTD.
By: Paragon Management Group, Inc.,
its General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇, President
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▇▇▇▇ ▇▇▇▇▇▇
President
685,953 shares of Common Stock
521,739 shares of Common Stock
subject to options