VOTING AGREEMENT
PARTIES: THE STOCKHOLDERS LISTED ON THE
SIGNATURE PAGES HERETO
NCO GROUP, INC.
a Pennsylvania corporation ("Acquiror")
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DATE: May 12, 1999
BACKGROUND: Acquiror, Cardinal Acquisition Corporation, a Delaware corporation
and a wholly owned subsidiary of Acquiror ("Newco"), and Compass International
Services Corporation, a Delaware corporation (the "Company"), are entering into
an Agreement and Plan of Merger dated as of the date hereof (the "Merger
Agreement"), which provides (subject to the conditions set forth therein) for
the merger, as amended and supplemented from time-to-time hereafter, of Newco
with and into the Company (the "Merger"). The persons listed on the signature
page under "Stockholders" (individually, a "Stockholder" and collectively, the
"Stockholders") are stockholders of the Company. As a condition to the
willingness of Acquiror and Newco to enter into the Merger Agreement, Acquiror
and Newco have required that the Stockholders enter into, and in order to induce
Acquiror and Newco to enter into the Merger Agreement, the Stockholders have
agreed to enter into, this Agreement. The parties agree and acknowledge that
this Agreement and the Proxy referred to in Section 3(b) hereof shall terminate
and become null and void with respect to any Stockholder at the option of such
Stockholder if after the date hereof the Exchange Ratio (as defined in the
Merger Agreement) shall be amended without the consent of such Stockholder in
any manner which is material and adverse to such Stockholder.
INTENDING TO BE LEGALLY BOUND, in consideration of the foregoing and
the mutual agreements contained herein and in the Merger Agreement, the parties
hereto agree as follows:
1. Certain Definitions
(a) All capitalized terms used but not otherwise defined in
this Agreement have the meanings ascribed to such terms in the Merger
Agreement.
(b) "Expiration Date" shall mean the earlier of (i) the date
upon which the Merger Agreement is validly terminated pursuant to
Section 9.1 thereof, and (ii) the date upon which the Merger becomes
effective in accordance with the terms and conditions of the Merger
Agreement.
(c) A Stockholder shall be deemed to "Own" or to have acquired
"Ownership" of a security if the Stockholder: (i) is a record owner of
such security; or (ii) is a "beneficial owner" (within the meaning of
Rule 13d-3 under the Exchange Act) of such security.
(d) The "Record Date" for a particular matter shall be the
date fixed for persons entitled: (i) to receive notice of, and to vote
at, a meeting of the stockholders of the Company called for the purpose
of voting on such matter; or (ii) to take action by written consent of
the stockholders of the Company with respect to such matter.
(e) "Subject Securities" shall mean with respect to each
Stockholder: (i) all securities of the Company (including shares of
Company Common Stock and all options, warrants and other rights to
acquire shares of Company Common Stock) Owned by the Stockholder
(individually or jointly) as of the date of this Agreement; and (ii)
all additional securities of the Company (including all additional
shares of Company Common Stock and all additional options, warrants and
other rights to acquire shares of Company Common Stock) of which the
Stockholder (individually or jointly) acquires Ownership during the
period from the date of this Agreement through the Expiration Date.
(f) A Person shall be deemed to have effected a "Transfer" of
a security if such Person directly or indirectly: (i) sells, pledges,
encumbers, grants an option with respect to, transfers or disposes of
such security or any interest in such security including, without
limitation, transfers of such security to the shareholders, partners or
equity holders of such person as a dividend or other distribution; or
(ii) enters into an agreement or commitment contemplating the possible
sale of, pledge of, encumbrance of, grant of an option with respect to,
transfer of or disposition of such security or any interest therein
including, without limitation, an agreement or commitment contemplating
the possible transfer of such security to the shareholders, partners,
or equity holders of such person as a dividend or distribution.
2. Transfer of Subject Securities
(a) Transferee of Subject Securities to be Bound by this
Agreement. Each of the Stockholders agrees that, during the period from
the date of this Agreement through the Expiration Date, such
Stockholder shall not cause or permit any Transfer of any of the
Subject Securities Owned by such Stockholder to be effected unless each
Person to which any of such Subject Securities, or any interest in any
of such Subject Securities, is or may be transferred shall have
executed a counterpart of this Agreement as a Stockholder and a proxy
in the form attached hereto as Exhibit A (with such modifications as
Acquiror may reasonably request) as a result of the Transfer.
(b) Transfer of Voting Rights. Each of the Stockholders agrees
that, during the period from the date of this Agreement through the
Expiration Date, such Stockholder shall ensure that: (a) none of the
Subject Securities Owned by such Stockholder is deposited into a voting
trust; and (b) no proxy is granted, and no voting agreement or similar
agreement (other than this Agreement) is entered into, with respect to
any of the Subject Securities Owned by such Stockholder.
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3. Voting of Shares.
(a) Agreement. Each of the Stockholders covenants and agrees
that, during the period from the date of this Agreement through the
Expiration Date, at any meeting of the stockholders of the Company,
however called, and at every adjournment or postponement thereof, and
in any written action by consent of the stockholders of the Company
unless otherwise directed in writing by Acquiror, such Stockholder
shall (i) appear in person or by proxy, or cause the holder of record
as of the Record Date to appear in person or by proxy, at any annual or
special meeting of stockholders of the Company (including the Company
Stockholder Meeting) for the purpose of establishing a quorum, and (ii)
vote or cause to be voted all issued and outstanding shares of Company
Common Stock that are Owned by such Stockholder (individually or
jointly) as of the Record Date in favor of the Merger, the execution
and delivery by the Company of the Merger Agreement and the adoption
and approval of the terms thereof and in favor of the other
transactions contemplated by the Merger Agreement and each of the
actions contemplated by the Merger Agreement and any action required in
furtherance thereof.
(b) Proxy. Contemporaneously with the execution of this
Agreement: (i) each of the Stockholders shall deliver to Acquiror a
proxy in the form attached hereto as Exhibit A, which shall be
irrevocable to the fullest extent permitted by law, with respect to the
shares referred to therein (the "Proxy"); and (ii) each of the
Stockholders shall cause to be delivered to Acquiror an additional
proxy (in the form attached hereto as Exhibit A) executed on behalf of
the record owner of any issued and outstanding shares of Company Common
Stock that are Owned (but are not owned of record) by such Stockholder.
4. No Solicitation.
(a) Each Stockholder covenants and agrees that, during the
period commencing on the date of this Agreement and ending on the
Expiration Date, such Stockholder shall not, directly or indirectly
through another Person, do any of the things described in clauses (i)
through (iv) of Section 6.8(a) of the Merger Agreement.
(b) Each Stockholder shall immediately cease any existing
discussions with any Person that relate to any Company Takeover
Proposal.
(c) Notwithstanding the restrictions set forth in this Section
4, each of the Company and any person who is an officer or director of
the Company may take any action consistent with the terms of the Merger
Agreement.
5. Representations and Warranties of Stockholders, Each Stockholder,
severally and not jointly, represents and warrants to Acquiror as follows:
(a) Authorization. Such Stockholder has the absolute and
unrestricted right, power, authority and capacity to execute and
deliver this Agreement and the Proxy and to perform such Stockholder's
obligations hereunder and thereunder. This Agreement and the Proxy have
been duly executed and delivered by such Stockholder and constitute the
legal, valid and binding obligations of such Stockholder, enforceable
against such Stockholder in accordance with its terms.
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(b) No Conflicts, Required Filings and Consents.
(i) The execution and delivery of this Agreement and
the Proxy by such Stockholder does not, and the performance of
this Agreement and the Proxy by such Stockholder will not: (A)
conflict with or violate any law, order, decree or judgment
applicable to such Stockholder or by which such Stockholder or
any of such Stockholder's properties are bound or affected; or
(B) result in any breach of or constitute a default or breach
(immediately or after the giving of notice, passage of time,
or both) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the
creation of a Lien on any of the Subject Securities pursuant
to, any contract to which such Stockholder is a party or by
which such Stockholder or any of such Stockholder's properties
is bound or affected.
(ii) The execution and delivery of this Agreement
and the Proxy by such Stockholder does not, and the
performance of this Agreement and the Proxy by such
Stockholder will not, require any Consent of any Person.
(c) Title to Subject Securities. As of the date hereof, such
Stockholder Owns in the aggregate (including shares owned of record and
shares owned beneficially) the number of issued and outstanding shares
of Company Common Stock set forth below such Stockholder's name on the
signature page hereof, and the number of options, warrants and other
rights to acquire shares of Company Common Stock set forth below such
Stockholder's name on the signature page hereof, and does not directly
or indirectly Own, any shares of capital stock of the Company, or any
option, warrant or other right to acquire any shares of capital stock
of the Company, other than the shares and options, warrants and other
rights set forth below such Stockholder's name on the signature page
hereof.
(d) Accuracy of Representations. The representations and
warranties of such Stockholder contained in this Agreement are accurate
in all respects as of the date of this Agreement, will be accurate in
all respects at all times through the Expiration Date and will be
accurate in all respects as of the date of the consummation of the
Merger as if made on that date.
6. Other Covenants of the Stockholders.
(a) Stockholders' Meeting and Pre-Closing Cooperation. Each of
the Stockholders covenants and agrees that upon the request of
Acquiror, such Stockholder shall promptly take any and all actions
within his or her power that are necessary or desirable to cause the
Company Stockholder Meeting to be held pursuant to Section 251 of the
Delaware General Corporation Law, as amended, or any other applicable
law.
(b) Further Assurances. At any time and from time-to-time
after the date hereof through the Closing Date, and without additional
consideration, each of the Stockholders will take such action and
execute and deliver, or cause to be executed and delivered, such
additional or further transfers, assignments, endorsements, proxies,
consents and other instruments as Acquiror may reasonably request for
the purpose of effectively carrying out this Agreement.
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(c) Legend. Immediately after the execution of this Agreement
(and from time-to-time prior to the Expiration Date upon the
acquisition by any of the Stockholders (individually or jointly) of
Ownership of any shares of Company Common Stock), each of the
Stockholders shall instruct the Company to cause each certificate of
such Stockholder evidencing any issued and outstanding shares of
Company Common Stock Owned by such Stockholder (individually or
jointly) to bear a legend in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED
OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE
TERMS AND CONDITIONS OF THE AGREEMENT DATED AS OF MAY 12, 1999, AS IT
MAY BE AMENDED, BY AND AMONG NCO GROUP, INC. AND THE RECORD AND/OR
BENEFICIAL OWNER OF THIS CERTIFICATE AND OTHER PERSONS, A COPY OF WHICH
IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.
7. Rule 145
(a) Stockholder understands that the common stock of Acquiror
being issued in the Merger ("Acquiror Shares") will be issued pursuant
to a registration statement on Form S-4, and that Stockholder may be
deemed an "affiliate" of the Company as such term is defined for
purposes of paragraphs (c) and (d) of Rule 145 under the Securities Act
of 1933, as amended (the " Securities Act"). Stockholder agrees that
Stockholder shall not effect any sale, transfer or other disposition of
any Acquiror Shares unless:
(i) such sale, transfer or other disposition is
effected pursuant to an effective registration statement under
the Securities Act;
(ii) such sale, transfer or other disposition is made
in conformity with the requirements of Rule 145 under the Act,
as evidenced by a broker's letter and a representation letter
executed by Stockholder (satisfactory in form and content to
Acquiror) stating that such requirements have been met;
(iii) counsel reasonably satisfactory to Acquiror
shall have advised Acquiror in a written opinion letter
(satisfactory in form and content to Acquiror), upon which
Acquiror may rely, that such sale, transfer or other
disposition will be exempt from registration under the Act; or
(iv) an authorized representative of the SEC shall
have rendered written advice to Stockholder to the effect that
the SEC would take no action, or that the staff of the SEC
would not recommend that the SEC take action, with respect to
such sale, transfer or other disposition, and a copy of such
written advice and all other related communications with the
SEC shall have been delivered to Acquiror.
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(b) Stockholder acknowledges and agrees that (a) stop transfer
instructions will be given to Acquiror's transfer agent with respect to
the Acquiror Shares, and (b) each certificate representing any of such
shares shall bear a legend identical or similar in effect to the
following legend (together with any other legend or legends required by
applicable state securities laws or otherwise):
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES
AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED,
PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SUCH RULE OR AS OTHERWISE PROVIDED IN SECTION 7 OF A VOTING AGREEMENT
DATED AS OF MAY 12, 1999, BETWEEN THE REGISTERED HOLDER HEREOF AND THE
ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE
ISSUER."
8. Miscellaneous.
(a) Non-Survival of Representations, Warranties and
Agreements. All representations, warranties and agreements made by the
Stockholders in this Agreement shall terminate upon the Expiration Date
except Section 7 which shall survive the Effective Time and remain in
full force and effect with respect to each Stockholder with the earlier
of (i) such time as that Stockholder has disposed of all of his
Acquiror Shares in compliance with Section 7(a), or (ii) such time as
that Stockholder shall have satisfied the requirements of Rule
145(d)(2) or (d)(3); provided, however, nothing in this Section 8(a)
shall relieve any Stockholder from liability after the Expiration Date
for any breach on or prior to the Expiration Date of any
representation, warranty, or agreement made by such Stockholder in this
Agreement.
(b) Notices. All notices, consents or other communications
required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been duly given when delivered
personally or one (1) business day after being sent by a nationally
recognized overnight delivery service, postage or delivery charges
prepaid or five (5) business days after being sent by registered or
certified mail, return receipt requested, postage charges prepaid.
Notices also may be given by prepaid facsimile and shall be effective
on the date transmitted if confirmed within 48 hours thereafter by a
signed original sent in one of the manners provided in the preceding
sentence. Notices to Acquiror shall be sent to its address stated on
page one of this Agreement to the attention of Acquiror's General
Counsel, with a copy sent simultaneously to the same address to the
attention of Blank Rome ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Esquire. Notices to the Stockholders shall be sent to their respective
addresses stated on the signature page of this Agreement, with a copy
sent simultaneously to ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Zavis, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ -
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
Any party may change its address for notice and the address to which
copies must be sent by giving notice of the new addresses to the other
parties in accordance with this Section 8(b), provided that any such
change of address notice shall not be effective unless and until
received.
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(c) Entire Understanding. This Agreement and the other
agreements referred to herein, state the entire understanding among the
parties with respect to the subject matter hereof, and supersede all
prior oral and written communications and agreements, and all
contemporaneous oral communications and agreements, with respect to the
subject matter hereof. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.
(d) Waivers. Except as otherwise expressly provided herein, no
waiver with respect to this Agreement shall be enforceable unless in
writing and signed by the party against whom enforcement is sought.
Except as otherwise expressly provided herein, no failure to exercise,
delay in exercising, or single or partial exercise of any right, power
or remedy by any party, and no course of dealing between or among any
of the parties, shall constitute a waiver of or shall preclude any
other for further exercise of, any right, power or remedy.
(e) Severability. If any provision of this Agreement or any
part of any such provision is held under any circumstances to be
invalid or unenforceable in any jurisdiction, then (i) such provision
or part thereof shall, with respect to such circumstances and in such
jurisdiction, be deemed amended to conform to applicable laws so as to
be valid and enforceable to the fullest possible extent, (ii) the
invalidity or unenforceability of such provision or part thereof under
such circumstances and in such jurisdiction shall not affect the
validity or enforceability of such provision or part thereof under any
other circumstances or in any other jurisdiction, and (iii) the
invalidity or unenforceability of such provision or part thereof shall
not affect the validity or enforceability of the remainder of such
provision or the validity or enforceability of any other provision of
this Agreement. Each provision of this Agreement is separable from
every other provision of this Agreement, and each part of each
provision of this Agreement is separable from every other part of such
provision.
(f) Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be
an original hereof, and it shall not be necessary in making proof of
this Agreement to produce or account for more than one counterpart
hereof.
(g) Section Headings. Section and subsection headings in this
Agreement are for convenience of reference only, do not constitute a
part of this Agreement, and shall not affect its interpretation.
(h) References. All words used in this Agreement shall be
construed to be of such number and gender as the context requires or
permits.
(i) CONTROLLING LAW. THIS AGREEMENT IS MADE UNDER, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY
THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
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(j) Jurisdiction and Process. In any action between or among
any of the parties, whether arising out of this Agreement or otherwise,
(i) each of the parties irrevocably consents to the exclusive
jurisdiction and venue of the federal and state courts located in the
State of Delaware, (ii) if any such action is commenced in a state
court, then, subject to applicable law, no party shall object to the
removal of such action to any federal court located in the State of
Delaware, (iii) each of the parties irrevocably waives the right to
trial by jury, (iv) each of the parties irrevocably consents to service
of process by first class certified mail, return receipt requested,
postage prepaid, to the address at which such party is to receive
notice in accordance with Section 8(b), and (v) the prevailing parties
shall be entitled to recover their reasonable attorneys' fees and court
costs from the other parties.
(k) Non-exclusivity. The rights and remedies of Acquiror
hereunder are not exclusive of or limited by any other rights or
remedies which Acquiror may have, whether at law, in equity, by
contract or otherwise, all of which shall be cumulative (and not
alternative).
(l) Bankruptcy Qualification. Each representation or warranty
made in or pursuant to this Agreement regarding the enforceability of
any contract shall be qualified to the extent that such enforceability
may be effected by bankruptcy, insolvency and other similar laws or
equitable principles (but not those concerning fraudulent conveyance)
generally affecting creditors' rights and remedies.
(m) Construction. The parties hereto agree that any rule of
construction to the effect that ambiguities are to be resolved against
the drafting party shall not be applied in the construction or
interpretation of this Agreement. As used in this Agreement, the words
"include" and "including" and variations thereof, shall not be deemed
to be terms of limitation, but rather shall be deemed to be followed by
the words "without limitation".
(n) Assignment; Binding Effect. Except as provided herein,
neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by either of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the
other party. Subject to the preceding sentence, this Agreement shall be
binding upon each of the Stockholders and his, her or its heirs,
successors and assigns, and shall inure to the benefit of Acquiror and
its successors and assigns. Without limiting any of the restrictions
set forth in Section 2 or elsewhere in this Agreement, this Agreement
shall be binding upon any Person to whom any Subject Securities are
transferred. 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 the parties hereto or their
respective heirs, successors and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
(o) Specific Performance. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions
of this Agreement was not performed in accordance with its specific
terms or was otherwise breached. It is accordingly agreed that Acquiror
shall be entitled to an injunction or injunctions to prevent breaches
of this Agreement and to enforce specifically the terms and provisions
hereof in any court of proper jurisdiction, this being in addition to
any other remedy to which Acquiror is entitled at law or in equity.
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(p) Other Agreements and Independence of Obligations. Nothing
in this Agreement shall limit any of the rights or remedies of Acquiror
or any of the obligations of the Stockholders under any other
agreement. The covenants and obligations of the Stockholders set forth
in this Agreement shall be construed as independent of any other
agreement or arrangement between any or all of the Stockholders, on the
one hand, and the Company or Acquiror, on the other. The existence of
any claim or cause of action by any or all of the Stockholders against
the Acquiror or the Company shall not constitute a defense to the
enforcement of any of such covenants or obligations against any or all
of the Stockholders.
(q) Obligations of Stockholders; Signatures of All
Stockholders Not Required. The obligations of the Stockholders under
this Agreement shall be several and not joint. Each Stockholder agrees
that the failure of any other Stockholder listed on the signature page
to execute and deliver this Agreement shall not affect in any way the
validity or enforceability of this Agreement with respect to those
Stockholders who have executed this Agreement or the rights of Acquiror
under this Agreement.
[BALANCE OF PAGE INTENTIONALLY BLANK)
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IN WITNESS WHEREOF, each of the undersigned has caused this Voting
Agreement to be executed as of the date first stated above.
NCO GROUP, INC.
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Executive Vice President
- Corporate Development
STOCKHOLDERS:
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Name:
Address:
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Facsimile:
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Number of issued and outstanding shares of Company
Common Stock Owned of record as of the date of this
Agreement:
----------
Number of additional issued and outstanding shares of
Company Common Stock Owned (but not of record) as of
the date of this Agreement:
----------
Number of options, warrants and other rights to
acquire shares of Company Common Stock owned of
record as of the date of this Agreement:
----------
Number of additional options, warrants and other
rights to acquire shares of Company Common Stock
Owned (but not of record) as of the date of this
Agreement:
----------
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EXHIBIT A
FORM OF IRREVOCABLE PROXY
IRREVOCABLE PROXY
The undersigned Stockholder of Compass International Services
Corporation, a Delaware corporation (the "Company"), hereby irrevocably (to the
fullest extent permitted by law) appoint and constitutes ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇,,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and NCO Group, Inc., a Pennsylvania corporation ("Acquiror"),
and each of them, the attorneys and proxies of the undersigned with full power
of substitution and resubstitution, to the full extent of the undersigned's
rights with respect to (i) the issued and outstanding shares of capital stock of
the Company owned of record by the undersigned as of the date of this proxy,
which shares are specified on the final page of this proxy and (ii) any and all
other shares of capital stock of the Company which the undersigned (individually
or jointly) may acquire after the date hereof. (The shares of the capital stock
of the Company referred to in clauses (i) and (ii) of the immediately preceding
sentence are collectively referred to as the "Shares.") Upon the execution
hereof, all prior proxies given by the undersigned with respect to any of the
Shares are hereby revoked, and no subsequent proxies will be given with respect
to any of the Shares.
This proxy is irrevocable, is coupled with an interest and is granted
in connection with the Voting Agreement, dated as of May 12, 1999, between
Acquiror, the undersigned and other stockholders of the Company (the
"Agreement"), and is granted in consideration of Acquiror entering into the
Agreement and Plan of Merger, dated as of the date hereof, among Acquiror,
[Newco)., a Delaware corporation and wholly owned subsidiary of Acquiror, and
the Company (the "Merger Agreement"). Capitalized terms used but not otherwise
defined in this proxy have the meanings ascribed to such terms in the Agreement.
The attorneys and proxies named above will be empowered, and may
exercise this proxy, at any time during the period from the date hereof through
the Expiration Date at any meeting of the stockholders of the Company, however
called, and at every adjournment or postponement thereof, or in any written
action by consent of stockholders of the Company, to (i) appear, or cause the
holder of record as of the Record Date to appear, at any annual or special
meeting of stockholders of the Company (including the [Company's Stockholder
Meeting]) for the purpose of establishing a quorum, and (ii) vote or cause to be
voted the shares (A) in favor of the Merger and the other transactions
contemplated by the Merger Agreement, the execution and delivery by the Company
of the Merger Agreement and the adoption and approval of the terms thereof and
in favor of the Merger and each of the other actions contemplated by the Merger
Agreement and any action required in furtherance hereof and thereof; (B) against
any other action, agreement or transaction that would, directly or indirectly,
result in a Company Takeover Event; and (C) against any action, agreement or
transaction that is intended or could reasonably be expected (x) to facilitate a
person other than the Acquiror in acquiring the Company or (y) to impede,
interfere with, delay, postpone, discourage or materially adversely affect the
consummation of the Merger.
The undersigned Stockholder(s) may vote the Shares on all other
matters.
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This proxy shall be binding upon the heirs, successors and assigns of
the undersigned (including any transferee of any of the Shares).
Any term or provision of this proxy which is invalid or unenforceable
in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent
of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this proxy or affecting the
validity or enforceability of any of the terms or provisions of this proxy in
any other jurisdiction. If any provision of this proxy is so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is
enforceable,
This proxy shall terminate upon the Expiration Date.
Dated: May 12, 1999
STOCKHOLDER:
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Name:
Number of shares of Company Common Stock owned of
record as of the date of this proxy:
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