EXHIBIT 99.3
Execution Version
VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement") is entered into as of
September 11, 2004, by and among WPP Group plc, an English public limited
company ("Parent"), Abbey Merger Corporation, a Delaware corporation and a
wholly owned subsidiary of Parent ("Merger Sub"), and ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the
"Stockholder").
W I T N E S S E T H:
WHEREAS, as of the date of this Agreement, the Stockholder beneficially
owns shares of (i) Common Stock, par value $.01 per share, of Grey Global Group
Inc., a Delaware corporation (the "Company") (the "Common Stock"), and (ii)
Limited Duration Class B Common Stock, par value $.01 per share, of the Company
(each of which entitles its holder to 10 votes per share) (the "Class B Common
Stock" and, together with the Common Stock, the "Company Common Stock");
WHEREAS, concurrently herewith, Parent, Merger Sub and the Company are
entering into an Agreement and Plan of Merger, dated as of this date (the
"Merger Agreement"), pursuant to which the Company will merge with and into
Merger Sub and Merger Sub will survive as a wholly-owned subsidiary of Parent
(the "Merger"), and each share of Company Common Stock will be converted into
the right to receive cash or American Depository Shares of Parent ("Parent
Depository Shares") (each of which represents five ordinary shares of nominal
value 10p each of Parent ("Parent Ordinary Shares")) or Parent Ordinary Shares
in lieu of Parent Depository Shares, in accordance with the terms of the Merger
Agreement;
WHEREAS, concurrently herewith, Parent, the Company and the Stockholder
are entering into an employment agreement, dated as of this date (the
"Employment Agreement"); and
WHEREAS, as a condition to the willingness of Parent and Merger Sub to
enter into the Merger Agreement, and as an inducement and in consideration
therefor, Parent and Merger Sub have required that the Stockholder agree, and
the Stockholder has agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained in
this Agreement, the parties, intending to be legally bound, hereby agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms. For purposes of this Agreement, terms used
in this Agreement that are defined in the Merger Agreement but not in this
Agreement shall have the respective meanings ascribed to them in the Merger
Agreement.
SECTION 1.2 Other Definitions. For purposes of this Agreement:
(a) "Company Options" means options to acquire Company Common Stock
granted to the Stockholder by the Company and held by the Stockholder as of the
date of this Agreement.
(b) "New Shares" means any shares of capital stock of the Company
(other than Owned Shares) over which the Stockholder acquires beneficial
ownership at any time during the Voting Period (but excluding any shares of
Company Common Stock beneficially owned by the Stockholder solely by reason of
his membership on the committee responsible for the administration of the
Company's Employee Stock Ownership Plan and any Option Shares).
(c) "Option Shares" means any shares of Company Common Stock issued or
issuable upon the exercise of Company Options.
(d) "Owned Shares" means all of the shares of Company Common Stock
beneficially owned by the Stockholder as of the date of this Agreement (but
excluding any shares of Company Common Stock beneficially owned by the
Stockholder solely by reason of his membership on the committee responsible for
the administration of the Company's Employee Stock Ownership Plan and any Option
Shares). In the event of a stock dividend or distribution, or any change in the
Company Common Stock by reason of any stock dividend or distribution, split-up,
recapitalization, combination, exchange of shares or the like, the "Owned
Shares" shall be deemed to refer to and include the Owned Shares (as defined in
the prior sentence) as well as all stock dividends and distributions and any
securities into which or for which any or all of those Owned Shares may be
changed or exchanged or which are received in the transaction.
(e) "Permitted Transferee" means, with respect to the Stockholder or
any Permitted Transferee, lineal descendants of the Stockholder or Permitted
Transferee, spouses of any of the foregoing, legal representatives or estates of
any of the foregoing, trusts maintained for the benefit of any of the foregoing
or for the benefit of charitable foundations or organizations, and corporations,
charitable foundations or organizations controlled by any of the foregoing or
charitable foundations or organizations of which one or more of the foregoing is
a director, in each case only if such parties agree to be bound by the terms of
this Agreement.
(f) "Representative" means, with respect to any particular person, any
director, officer, employee, accountant, consultant, legal counsel, investment
banker, advisor, agent or other representatives of that person.
(g) "Voting Period" means the period from and including the date of
this Agreement through and including the earliest to occur of (i) the approval
and adoption of the Merger Agreement by the Merger Requisite Votes and (ii) the
termination of the Merger Agreement in accordance with its terms.
(h) "Transfer" means sell, transfer, tender, pledge, encumber,
hypothecate, assign or otherwise dispose, by operation or law or otherwise.
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ARTICLE II
VOTING AGREEMENT AND IRREVOCABLE PROXY
SECTION 2.1 Agreement to Vote.
(a) The Stockholder hereby agrees that, during the Voting Period, he
shall vote or execute consents, as applicable, with respect to the Owned Shares,
any New Shares and any Option Shares beneficially owned by him as of the
applicable record date (or cause to be voted or a consent to be executed with
respect to the Owned Shares, any New Shares and any Option Shares beneficially
owned by him as of the applicable record date) in favor of the approval and
adoption of the Merger Agreement and the transactions contemplated by the Merger
Agreement, at any meeting (or any adjournment or postponement thereof) of, or in
connection with any proposed action by written consent of, the holders of any
class or classes of capital stock of the Company at or in connection with which
any of the holders vote or execute consents with respect to any of the foregoing
matters.
(b) The Stockholder hereby agrees that, during the Voting Period, he
shall vote or execute consents, as applicable, with respect to the Owned Shares,
any New Shares and any Option Shares beneficially owned by him as of the
applicable record date (or cause to be voted or a consent to be executed with
respect to the Owned Shares, any New Shares and any Option Shares beneficially
owned by him as of the applicable record date) against each of the matters set
forth in clauses (i), (ii), (iii) or (iv) below at any meeting (or any
adjournment or postponement thereof) of, or in connection with any proposed
action by written consent of, the holders of any class or classes of capital
stock of the Company at or in connection with which any of the holders vote or
execute consents with respect to any of the following matters:
(i) any action, proposal, transaction or agreement that would
reasonably be expected to result in a breach in any respect of any
covenant, representation or warranty or any other obligation or
agreement of the Company contained in the Merger Agreement or of the
Stockholder contained in this Agreement;
(ii) any action, proposal, transaction or agreement involving
the Company or any of its subsidiaries that would reasonably be
expected to prevent, impede, frustrate, interfere with, delay, postpone
or adversely affect the Merger and the other transactions contemplated
by the Merger Agreement;
(iii) any Acquisition Proposal made prior to the termination
of the Merger Agreement, other than an Acquisition Proposal made by
Parent; and
(iv) any amendment to the Company's Certificate of
Incorporation or By-laws.
(c) Any vote required to be cast or consent required to be executed
pursuant to this Section 2.1 shall be cast or executed in accordance with the
applicable procedures relating thereto so as to ensure that it is duly counted
for purposes of determining that a
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quorum is present (if applicable) and for purposes of recording the results of
that vote or consent. Nothing contained in this Section 2.1 shall require the
Stockholder to vote or execute any consent with respect to any Option Shares not
issued upon the exercise of a Company Option prior to the applicable record date
for that vote or consent.
SECTION 2.2 Grant of Irrevocable Proxy. The Stockholder hereby
irrevocably appoints Parent and any designee of Parent, and each of them
individually, as the Stockholder's proxy and attorney-in-fact, with full power
of substitution and resubstitution, to vote or execute consents during the
Voting Period, with respect to the Owned Shares, any New Shares and any Option
Shares, in accordance with Section 2.1. This proxy is given to secure the
performance of the duties of the Stockholder under this Agreement. The
Stockholder shall not directly or indirectly grant any person any proxy
(revocable or irrevocable), power of attorney or other authorization with
respect to any of the Owned Shares, New Shares or any Option Shares that is
inconsistent with Sections 2.1 and 2.2.
SECTION 2.3 Nature of Irrevocable Proxy. The proxy and power of
attorney granted pursuant to Section 2.2 by the Stockholder shall be irrevocable
during the Voting Period, shall be deemed to be coupled with an interest
sufficient in law to support an irrevocable proxy and shall revoke any and all
prior proxies granted by the Stockholder, and the Stockholder acknowledges that
the proxy constitutes an inducement for Parent and Merger Sub to enter into the
Merger Agreement. The power of attorney granted by the Stockholder is a durable
power of attorney and shall survive the bankruptcy, death or incapacity of the
Stockholder. The proxy and power of attorney granted hereunder shall terminate
only upon the expiration of the Voting Period.
ARTICLE III
COVENANTS
SECTION 3.1 Voting Period Restrictions. The Stockholder agrees that he
shall not, and shall not permit any person, directly or indirectly, during the
Voting Period, to:
(a) convert into shares of Common Stock any Owned Shares or New Shares
that are shares of Class B Common Stock;
(b) Transfer any or all of the Owned Shares or New Shares; provided
that the foregoing shall not prevent (i) the Transfer of Owned Shares or New
Shares upon the death of the Stockholder pursuant to the terms of any trust or
will of the Stockholder or by the laws of intestate succession, but only if, and
any such Transfer shall be void unless, the transferee executes and delivers to
Parent an agreement to be bound by the terms of this Agreement to the same
extent as the Stockholder, (ii) the Transfer of Owned Shares or New Shares to a
Permitted Transferee, (iii) the Transfer of Owned Shares or New Shares in
connection with the payment of the exercise price and/or the satisfaction of any
tax withholding obligation arising from the exercise of any stock option
required under Section 27 of the Employment Agreement, (iv) the Transfer of any
Owned Shares or New Shares held by the ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇ Foundation Inc. or
(v) the
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conversion of the Owned Shares and New Shares into the right to receive Merger
Consideration pursuant to the Merger in accordance with the terms of the Merger
Agreement; or
(c) deposit any Owned Shares, New Shares or Option Shares in a voting
trust or subject any of the Owned Shares or New Shares to any arrangement or
agreement with any person (other than Parent) with respect to the voting or the
execution of consents with respect to any Owned Shares, New Shares or Option
Shares that could restrict his ability to comply with and perform his covenants
and obligations under Article II of this Agreement.
SECTION 3.2 No Shop Obligations of the Stockholder. The Stockholder
covenants and agrees with Parent that, during the Voting Period, he shall not
and shall not permit any of his Representatives to, directly or indirectly, (i)
initiate, solicit or knowingly facilitate or encourage, or respond to, any
inquiries with respect to, or the making, submission or reaffirmation of, any
Acquisition Proposal, (ii) engage in any discussions, negotiations or other
communications relating to an Acquisition Proposal, or (iii) furnish to any
person, or provide any person with access to, any confidential information with
respect to the Company, this Agreement, the Merger Agreement or any agreement
entered into by Parent, the Company and/or the Stockholder in connection
therewith or the transactions contemplated hereby or thereby ("Non-Public
Information"); provided that the obligations of the Stockholder under this
Section 3.2 shall be inoperative during any period of time that the Company is
undertaking any of the activities permitted by the third sentence of Section
6.5(a) of the Merger Agreement and, in such case, the Stockholder shall also be
permitted to undertake similar activities. Without limiting the generality of
the previous sentence, promptly (but in any event within 24 hours) after the
Stockholder's receipt of any Acquisition Proposal (including any reaffirmation
of any Acquisition Proposal first made prior to the date of this Agreement) or
any request for Non-Public Information, the Stockholder shall (i) provide Parent
with written notice of the material terms and conditions of any such Acquisition
Proposal or request for Non-Public Information, and the identity of the person
making such Acquisition Proposal or request for Non-Public Information and (ii)
promptly (but in any event within 24 hours) keep Parent informed in all material
respects of the status and details (including material amendments or proposed
material amendments) of any such Acquisition Proposal or request for Non-Public
Information.
SECTION 3.3 General Covenants. The stockholder agrees that he shall
not:
(a) enter into any agreement, commitment, letter of intent, agreement
in principle, or understanding with any person or take any other action that
violates or conflicts with or would reasonably be expected to violate or
conflict with, or result in or give rise to a violation of or conflict with, his
covenants and obligations under this Agreement; or
(b) take any action that could restrict or otherwise affect his legal
power, authority and right to comply with and perform his covenants and
obligations under this Agreement.
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SECTION 3.4 Stockholder's Capacity. Parent and Merger Sub acknowledge
that the Stockholder is not making any agreement or understanding herein in his
capacity as a director or officer of the Company and that the Stockholder is
executing this agreement solely in his capacity as the beneficial owner of
Company Common Stock and nothing herein shall limit or affect any actions taken
by the Stockholder in his capacity as a director or officer of the Company.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to Parent and Merger Sub
as follows:
SECTION 4.1 Authorization. The Stockholder has all legal capacity,
power and authority to execute and deliver this Agreement and to perform his
obligations hereunder. This Agreement has been duly executed and delivered by
the Stockholder and constitutes a legal, valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms.
SECTION 4.2 Ownership of Shares. The Owned Shares consist of 149,158
shares of Common Stock and 135,617 shares of Class B Common Stock. The Company
Options are exercisable for 50,000 Option Shares. Except as described in the
Schedule 13D, as amended to the date hereof, of the Stockholder with respect to
Company Common Stock or Forms 3, 4, or 5 filed by the Stockholder on or prior to
the date hereof, the Stockholder is the sole beneficial owner of all of the
Owned Shares and Option Shares and has the sole power to vote (or cause to be
voted or consents to be executed) and to dispose of (or cause to be disposed of)
all of the Owned Shares and, upon their issuance, Option Shares. As of the date
of this Agreement, the Stockholder does not own or hold any right to acquire any
additional shares of any class of capital stock of the Company or other
securities of the Company or any interest therein or any voting rights with
respect to any securities of the Company. The Owned Shares and Option Shares are
not subject to any voting trust agreement or other contract, agreement,
arrangement, commitment or understanding to which the Stockholder is a party
restricting or otherwise relating to the voting or Transfer of the Owned Shares
or Option Shares. The Stockholder has good and valid title to the Owned Shares
and Company Options, free and clear of any and all Liens, proxies, voting
agreements, adverse claims, options, security interests and demands of any
nature or kind whatsoever, other than those created by this Agreement.
SECTION 4.3 No Conflicts. Except for a filing of an amendment to a
Schedule 13D and a filing of a Form 4 as required by the Exchange Act, (i) no
filing with any Governmental Entity, and no authorization, consent or approval
of any other person is necessary for the execution of this Agreement by the
Stockholder or the performance by the Stockholder of his obligations hereunder
and (ii) none of the execution and delivery of this Agreement by the
Stockholder, or the performance by the Stockholder of his obligations hereunder
shall (A) result in, give rise to or constitute a violation or breach of or a
default (or any event which with notice or lapse of time or both would
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become a violation, breach or default) under any of the terms of any
understanding, agreement or other instrument or obligation to which the
Stockholder is a party or by which the Stockholder or any of the Owned Shares or
Option Shares may be bound, or (B) violate any applicable law, rule, regulation,
order, judgment, or decree applicable to the Stockholder, except for any of the
foregoing as could not reasonably be expected to impair the Stockholder's
ability to perform his obligations under this Agreement in any material respect.
Notwithstanding anything to the contrary contained in this Agreement, with
respect to any Owned Shares, New Shares and, upon their issuance, Option Shares
with respect to which the Stockholder does not have the sole power to vote (or
cause to be voted or consents to be executed) and/or the sole power to dispose
of (or cause to be disposed of), the Stockholder shall have no obligations
hereunder other than to use his reasonable best efforts to cause all of his
obligations under this Agreement to be complied with by any person having such
power to vote or dispose.
SECTION 4.4 Reliance by Parent and Merger Sub. The Stockholder
understands and acknowledges that Parent and Merger Sub are entering into the
Merger Agreement in reliance upon the execution and delivery of this Agreement
by the Stockholder, the performance by the Stockholder of his obligations
hereunder and the compliance by the Stockholder with the terms hereof.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
Each of Parent and Merger Sub hereby represent and warrant to the
Stockholder that (i) it has all legal capacity, power and authority to execute
and deliver this Agreement and to perform its obligations hereunder and (ii)
this Agreement has been duly executed and delivered by it and constitutes a
legal, valid and binding obligation of the party, enforceable against it in
accordance with the terms of this Agreement.
ARTICLE VI
TERMINATION
This Agreement shall terminate upon the earliest to occur of (x) the
Effective Time, (y) the termination of the Merger Agreement in accordance with
its terms and (z) the election of the Stockholder in his sole discretion to
terminate this Agreement promptly following any amendment of any term or
provision of the original unamended Merger Agreement dated as of the date hereof
that reduces or changes the form of consideration payable pursuant to such
Merger Agreement or otherwise amends such Merger Agreement in a manner adverse
to the Stockholder in a material respect; provided, that, with respect to
termination pursuant to clause (x) above, Sections 7.1 and 7.4 through 7.15
shall survive such termination Notwithstanding the foregoing, termination of
this Agreement shall not prevent any party from seeking any remedies (at law or
in equity) against any other party for that party's breach of any of the terms
of this Agreement prior to the date of termination.
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ARTICLE VII
MISCELLANEOUS
SECTION 7.1 Publication. The Stockholder hereby permits Parent, Merger
Sub and/or the Company to publish and disclose in press releases, Schedule 13D
filings, and the Form F-4 and/or the Company Proxy Statement (including all
documents and schedules filed with the SEC) and any other disclosures or filings
required by applicable law his identity and ownership of shares of the Company
Common Stock, the nature of his commitments, arrangements and understandings
pursuant to this Agreement and/or the text of this Agreement.
SECTION 7.2 HSR Requirements. The Stockholder agrees promptly to make
all necessary filings, if any, and thereafter make any other required
submissions, if any, with respect to the Merger Agreement, the Merger and the
transactions contemplated by the Merger Agreement required under the HSR Act or
any antitrust and competition laws of any other applicable jurisdiction and any
other applicable law. The Stockholder shall cooperate with Parent in connection
with the making of the filings referenced in the preceding sentence.
SECTION 7.3 Appraisal Rights. Stockholder hereby waives any rights of
appraisal or rights to dissent from the Merger or the adoption of the Merger
Agreement that he may have under applicable law and shall not permit any such
rights of appraisal or rights of dissent to be exercised with respect to the
Owned Shares, any New Shares or any Option Shares.
SECTION 7.4 Affiliate Agreement. The Stockholder agrees to execute an
agreement contemplated by Section 6.13 of the Merger Agreement as soon as
practicable after the date of this Agreement.
SECTION 7.5 Further Actions. Each of the parties agrees that it will
use its reasonable best efforts to do all things necessary to effectuate the
terms of this Agreement.
SECTION 7.6 Fees and Expenses. Except as otherwise expressly set forth
in this Agreement, all costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring the cost or expense whether or not the Merger is consummated.
SECTION 7.7 Amendments, Waivers, etc. This Agreement may be amended by
the parties at any time. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties. Except as
provided in this Agreement, no action taken pursuant to this Agreement,
including any investigation by or on behalf of any party, shall be deemed to
constitute a waiver by the party taking the action of compliance with any
representations, warranties, covenants or agreements contained in this
Agreement. The waiver by any party of a breach of any provision hereunder shall
not operate or be construed as a waiver of any prior or subsequent breach of the
same or any other provision hereunder.
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SECTION 7.8 Enforcement of Agreement; Specific Performance. The
Stockholder agrees and acknowledges that Parent and Merger Sub would suffer
irreparable damage in the event that any of the obligations of Stockholder in
this Agreement were not performed in accordance with its specific terms or if
the Agreement was otherwise breached by the Stockholder. It is accordingly
agreed by the Stockholder that Parent shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement, this being in addition to any other
remedy to which Parent may be entitled at law or in equity.
SECTION 7.9 Notices. Any notice required to be given hereunder shall be
sufficient if in writing, and sent by facsimile transmission or by courier
service (with proof of service), hand delivery or certified or registered mail
(return receipt requested and first-class postage prepaid), addressed as
follows:
(a) If to the Parent or Merger Sub, addressed to it at:
c/o WPP Group plc
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Attn: Group Chief Executive
with a copy (which shall not constitute notice) to:
Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇., Esq.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
(b) If to the Stockholder, addressed to him at:
c/o Grey Global Group Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy (which shall not constitute notice) to:
▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
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or to that other address as any party shall specify by written notice so given,
and notice shall be deemed to have been delivered as of the date so
telecommunicated or personally delivered.
SECTION 7.10 Headings; Titles. Headings and titles of the Articles and
Sections of this Agreement are for the convenience of the parties only, and
shall be given no substantive or interpretative effect whatsoever.
SECTION 7.11 Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of this invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction. Upon
determination that any term or other provision is invalid or incapable of being
enforced, the parties shall negotiate in good faith to modify this Agreement as
to effect the original intent of the parties as closely as possible in
acceptable manner to the end that transactions contemplated hereby are fulfilled
to the extent possible.
SECTION 7.12 Entire Agreement. This Agreement (together with the Merger
Agreement, to the extent referred to in this Agreement) and any documents
delivered by the parties in connection herewith constitute the entire agreement
among the parties with respect to the subject matter of this Agreement and
supersede all prior agreements and understandings among the parties with respect
thereto. No addition to or modification of any provision of this Agreement shall
be binding upon any party unless made in writing and signed by all parties.
SECTION 7.13 Assignment; Binding Effect; No Third Party Beneficiaries;
Further Action. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties (whether by
operation of law or otherwise) without the prior written consent of the other
parties, except that each of Parent and/or Merger Sub may assign, in its sole
discretion, any or all of its rights, interests and obligations under this
Agreement to any affiliate of Parent. This Agreement shall be binding upon and
shall inure to the benefit of Parent and Merger Sub and their respective
successors and assigns and shall be binding upon the Stockholder and his heirs,
executors and administrators. Notwithstanding anything contained in this
Agreement to the contrary, nothing in this Agreement, expressed or implied, is
intended to confer on any person (other than, in the case of Parent and Merger
Sub, their respective successors and assigns and, in the case of the
Stockholder, his heirs, executors and administrators) any rights, remedies,
obligations or liabilities under or by reason of this Agreement. The Stockholder
shall take any further action and execute any other instruments as may be
necessary to effectuate the intent of this Agreement.
SECTION 7.14 Mutual Drafting. Each party has participated in the
drafting of this Agreement, which each party acknowledges is the result of
extensive negotiations
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between the parties. This Agreement shall not be deemed to have been prepared or
drafted by any one party or another or any party's attorneys.
SECTION 7.15 Governing Law and Consent to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware, without regard to its rules of conflict of laws. The Stockholder
hereby irrevocably and unconditionally consents to submit to the jurisdiction of
the federal courts located in the State of Delaware or any Delaware state courts
(and, if appropriate, appellate courts therefrom) in connection with any action
or proceeding arising out of or relating to this Agreement and the transactions
contemplated hereby (and agrees not to commence any suit, action or proceeding
relating thereto except in those courts), waives any defense or objection his
may have or hereafter have relating to the laying of venue of any suit, action
or proceeding in any such courts and agrees not to plead or claim that any suit,
action or proceeding brought therein has been brought in an inconvenient forum.
SECTION 7.16 Counterparts; Facsimiles. This Agreement may be executed
by the parties in separate counterparts, each of which when so executed and
delivered shall be an original, but all counterparts shall together constitute
one and the same instrument. Each counterpart may consist of a number of copies
each signed by less than all, but together signed by all of the parties. This
Agreement or any counterpart may be executed and delivered by facsimile copies,
each of which shall be deemed an original.
(Signature page follows.)
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IN WITNESS WHEREOF, Parent, Merger Sub and the Stockholder have caused
this Agreement to be duly executed as of the day and year first above written.
WPP GROUP PLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Group Finance Director
ABBEY MERGER CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, in his capacity as
the Stockholder