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EXHIBIT 10.29
SHAREHOLDERS' VOTING AGREEMENT
THIS SHAREHOLDERS' VOTING AGREEMENT (this "Agreement") is made
as of this 9th day of May, 1997, by and among STC Broadcasting, Inc., a
Delaware corporation ("Purchaser"), WJAC Acquisition Corp., a Pennsylvania
corporation and a wholly-owned subsidiary of Purchaser ("Sub"), and each of the
undersigned shareholders of WJAC, Incorporated, a Pennsylvania corporation (the
"Company") (such shareholders of the Company are each individually referred to
herein as a "Major Shareholder" and collectively as the "Major Shareholders");
WHEREAS, approximately seventy percent (70%) of the beneficial
and record ownership of the issued and outstanding shares of common stock, no
par value, of the Company (the "Company Stock"), is held, in the aggregate, by
the Major Shareholders in the manner set forth below their signatures hereto;
WHEREAS, Purchaser, Sub and the Company have entered into an
Agreement and Plan of Merger dated as of the date hereof (such agreement, as it
may be amended from time to time, being referred to as the "Merger Agreement"),
which provides, among other things, for the merger (the "Merger") of Sub with
and into the Company, with the result that the surviving corporation will
become a wholly-owned subsidiary of Purchaser; and
WHEREAS, to induce Purchaser and Sub to enter into the Merger
Agreement and effect the Merger each of the Major Shareholders wishes to enter
into this Agreement.
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. DISPOSITION OF SHARES
Except for the conversion of their shares of Company Stock as required
by the Merger Agreement, each Major Shareholder agrees that such Major
Shareholder will not sell, transfer, pledge, assign or otherwise dispose of, or
enter into any contract, option or other agreement or understanding with
respect to the sale, transfer, pledge, assignment or other disposition of, any
shares of Company Stock now owned or hereafter acquired by such Major
Shareholder.
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SECTION 2. VOTING
Each Major Shareholder agrees to vote all of the shares of Company
Stock now owned or hereafter acquired by such Major Shareholder (a) in favor of
adoption of the Merger Agreement and the transactions contemplated thereby
(including any amendments or modifications of the terms thereof approved by the
board of directors of the Company) and (b) against approval or adoption of any
action or agreement (other than the Merger Agreement or the transactions
contemplated thereby) that would impede, interfere with, delay, postpone or
attempt to discourage the Merger, including, but not limited to: (i) any
extraordinary corporate transaction, such as a merger, consolidation or other
business combination involving the Company and its subsidiaries; (ii) a sale or
transfer of a material amount of assets of the Company and its subsidiaries or
a reorganization, recapitalization or liquidation of the Company and its
subsidiaries; (iii) any change in the management or board of directors of the
Company; (iv) any material change in the present capitalization or dividend
policy of the Company; or (v) any other material change in the Company's
corporate structure or business. Each of the Major Shareholders further
covenants and agrees not to grant any proxies, deposit the shares of Company
Stock into a voting trust or enter into a voting agreement with respect to the
shares of Company Stock, or take any action that would make any representation
or warranty made by such Major Shareholder herein untrue or incorrect or have
the effect of preventing or disabling such Major Shareholder from performing
such Major Shareholder's obligations under this Agreement.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE MAJOR SHAREHOLDERS
Each of the Major Shareholders represents and warrants to Purchaser
and Sub as follows:
(a) The execution and delivery of this Agreement and the
consummation of the transactions herein contemplated will not conflict with or
violate any law, regulation, court order, judgment or decree applicable to such
Major Shareholder or by which the property of such Major Shareholder is bound
or affected, or conflict with or result in any breach of or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under any contract or agreement to which such Major Shareholder is a
party or by which such Major Shareholder or his or its respective properties
are bound or affected, which conflict, violation, breach or default would
adversely affect such Major Shareholder's ability to perform this Agreement.
(b) Except for any filings that may be required to be
made by the Major Shareholders to obtain requisite regulatory approval with
respect to the
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Merger, such Major Shareholder is not required to give any notice or make any
report or other filing with any governmental authority in connection with the
execution or delivery of this Agreement or the consummation of the transactions
contemplated hereby and no waiver, consent, approval or authorization of any
governmental or regulatory authority or any other person or entity is required
to be obtained by such Major Shareholder in connection with the execution and
delivery of this Agreement by such Major Shareholder or the consummation of the
transactions contemplated hereby, other than where the failure to make such
filings, give such notices or obtain such waivers, consents, approvals or
authorizations would not adversely affect such Major Shareholder's ability to
perform this Agreement.
(c) The shares of Company Stock set forth below the name
of such Major Shareholder on the signature pages hereof are the only shares of
Company Stock owned beneficially or of record by such Major Shareholder and
such Major Shareholder holds no options, warrants, or other rights to acquire
shares of Company Stock or shares of any class of capital stock of the Company.
(d) Such Major Shareholder is the beneficial and record
owner of the number of shares of Company Stock indicated under such Major
Shareholder's name on the signature pages hereof, free and clear of all liens,
claims, charges, security interests and encumbrances with respect to ownership
of or the right to vote any such shares, and such shares of Company Stock are
duly authorized, validly issued, fully paid and nonassessable, with no personal
liability attaching to the ownership thereof.
SECTION 4. COVENANTS AND AGREEMENTS OF THE MAJOR SHAREHOLDERS
(a) Each of the Major Shareholders agrees to cooperate with
Purchaser and Sub in seeking the successful consummation of the Merger pursuant
to the terms of the Merger Agreement and to use reasonable efforts to cause
each of the conditions set forth in the Merger Agreement for the consummation
of the Merger to be so performed or complied with. Without limiting the
foregoing, each of the Major Shareholders agrees to use reasonable efforts to
cause the Company to promptly file all such filings as may be required to
obtain the requisite regulatory approvals in respect of the Merger and any
requested or supplementary filings required by any regulatory authority.
(b) Each of the Major Shareholders covenants and agrees that,
from and after the date hereof and before the Effective Time (as such term is
defined in the Merger Agreement) of the Merger, without the prior written
consent of Purchaser, such Major Shareholder will not cause the Company or any
of its subsidiaries to, except as contemplated herein, (i) purchase or redeem or
issue or
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sell any shares of capital stock of the Company, including, without limitation,
the Company Stock; (ii) issue or grant any options, warrants, conversions or
other rights to purchase any such shares or any securities convertible into or
exchangeable for such shares; (iii) enter into any employment or severance
agreement with any of its directors, officers or employees or with any other
person or establish any new employee benefit plans or confer any material new
employee benefits upon such persons; or (iv) otherwise take any action or fail
to take any action that would (A) violate the terms and conditions of the
Merger Agreement or (B) cause the conditions to the Merger set forth in the
Merger Agreement not to be met or fulfilled.
SECTION 5. INDEMNIFICATION
Each of the Major Shareholders agrees to indemnify and hold harmless
Purchaser and Sub and their respective officers, directors and agents against
and in respect of any and all losses, damages, deficiencies, costs, liabilities
and expenses, including without limitation reasonable attorneys' fees,
resulting from or relating to any breach by such Major Shareholder of any of
the agreements of such Major Shareholder contained in this Agreement.
SECTION 6. GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO THE
PRINCIPLE OF CONFLICTS OF LAW.
SECTION 7. REMEDIES
Each of the Major Shareholders understands and agrees that the
covenants and undertaking on each of their parts herein contained are uniquely
related to the desire of the parties that Purchaser and Sub consummate the
Merger, that the Merger is a unique business opportunity for the Company,
Purchaser, Sub and each of the Major Shareholders, and that, although monetary
damages may be available for the breach of such covenants and undertakings,
monetary damages would be an inadequate remedy therefor. Accordingly, each of
the Major Shareholders agrees that Purchaser and Sub shall be entitled to
obtain specific performance by the Major Shareholders of every covenant and
undertaking contained herein to be performed by them.
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SECTION 8. SURVIVAL; BINDING EFFECT
All rights and authority granted herein by each Major Shareholder
shall survive the death or incapacity of the Major Shareholder. This Agreement
shall inure to the benefit of, and be binding upon, the parties hereto and
their respective heirs, personal representatives, successors and assigns.
Purchaser and Sub may, without the consent of any of the Major Shareholders,
assign their rights hereunder to any entity to which Purchaser and Sub assign
their rights under the Merger Agreement.
SECTION 9. AMENDMENT
This Agreement may be amended by the parties hereto at any time, but
only by an instrument in writing duly executed and delivered on behalf of each
of the parties hereto.
SECTION 10. NOTICES
All notices required to be given hereunder shall be deemed given if
mailed, first class, postage prepaid, to the respective party at its address as
set out in the following:
If to the Major Shareholders, to the addresses set forth below the
signatures of the Major Shareholders.
If to Purchaser or Sub:
STC Broadcasting, Inc.
0000 0xx Xxxxxx Xxxxx, Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxx
Telecopy No.: (000) 000-0000
With a copy (which shall not constitute notice) to:
Xxxxx & Xxxxxxx L.L.P.
000 Xxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attention: Xxxxxxx X. Xxxxxx, Xx., Esq.
Telecopy No.: (000) 000-0000
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SECTION 11. ENTIRE AGREEMENT
This Agreement, together with the Merger Agreement, and the agreements
contemplated thereby constitutes the entire agreement between the parties
hereby pertaining to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties.
SECTION 12. HEADINGS
Section headings are included solely for convenience and are not
considered to be part of this Agreement and are not intended to be an accurate
description of the contents thereof.
SECTION 13. COUNTERPARTS
This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all parties need
not sign the same counterpart.
SECTION 14. TERMINATION
This Agreement shall terminate upon the termination of the Merger
Agreement.
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IN WITNESS WHEREOF, Purchaser, Sub and each Major Shareholder has
executed this Shareholders' Voting Agreement all as of the date first above
written.
PURCHASER:
STC BROADCASTING, INC.
By: /s/XXXXXX X. XXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxx
---------------------------------
Title: President
--------------------------------
SUB:
WJAC ACQUISITION CORP.
By: /s/XXXXXX X. XXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxx
---------------------------------
Title: President
--------------------------------
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
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MAJOR SHAREHOLDERS:
XXXXXXXX X. XXXXXXX TRUST:
/s/XXXX X. XXXXXXXXX
----------------------------------------
Xxxx Xxxxxxxxx
/s/XXXXXXX X. XXXXX
----------------------------------------
Xxxxxxx X. Xxxxx
/s/XXXXX X. XXXXX
----------------------------------------
Xxxxx X. Xxxxx
each in his capacity as a
trustee of the Xxxxxxxx X.
Xxxxxxx Trust (Number of
Shares: 19,789 beneficially
and of record) (Percentage of
Outstanding Shares: 65.0184%)
/s/XXXXXXX X. XXXXX
----------------------------------------
Xxxxxxx X. Xxxxx,
individually (Number of
Shares: 1436 beneficially and
of record) (Percentage of
Outstanding Shares: 4.7181%)
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