1 Exhibit 7.1
STOCKHOLDERS' VOTING AGREEMENT
THIS STOCKHOLDERS' VOTING AGREEMENT ("Agreement") is made and entered into
as of this 22nd day of November, 1996, by and among HAWK CORPORATION, a
Delaware corporation (the "Company"), XXXXXX X. XXXXXXX ("Xxxxxxx"), the
XXXXXXX FAMILY LIMITED PARTNERSHIP, an Ohio limited partnership ("Xxxxxxx
FLP"), XXXXXX X. XXXXXXXX, XX. ("Xxxxxxxx"), the XXXXXXXX FAMILY LIMITED
PARTNERSHIP, an Ohio limited partnership ("Xxxxxxxx FLP"), XXXXX X. XXXXXX
("Xxxxxx") and the XXXXXX FAMILY LIMITED PARTNERSHIP, an Ohio limited
partnership ("Xxxxxx FLP").
WHEREAS, Xxxxxxx, Xxxxxxxx and Xxxxxx are the managing general partners of
Xxxxxxx FLP, Xxxxxxxx FLP and Xxxxxx FLP, respectively;
WHEREAS, Xxxxxxx FLP, Xxxxxxxx FLP, Xxxxxx FLP, Xxxxxxx, Xxxxxxxx and
Xxxxxx are referred to herein collectively as the "Stockholders" and
individually as a "Stockholder;"
WHEREAS, as of the Effective Date (as defined below), each Stockholder
will be the legal and beneficial owner of the number of shares of Class A
Common Stock, par value $0.01 per share, of the Company ("Common Stock"), set
forth opposite his or its name on Annex I attached hereto and incorporated
herein by reference;
WHEREAS, each of Xxxxxxx, Xxxxxxxx and Xxxxxx is currently a director of
the Company;
WHEREAS, Xxxx X. Xxxxxxx XX, Xxxxxx X. Xxxxxxxx, Xx. and Xxxx X. Xxxxxx
are the sons and designated successors of Xxxxxxx, Xxxxxxxx and Xxxxxx,
respectively, for purposes of this Agreement and are referred to herein
collectively as the "Designated Successors" and individually as a "Designated
Successor;"
WHEREAS, the parties believe that it is in their mutual best interest (i)
that qualified persons serve the Company as members of its board of directors
(the "Board of Directors") to provide advice as to the Company's management,
policies, administration and development and (ii) to make provision for the
voting of the Common Stock and any other class of capital stock of the Company
entitled to vote (together with the Common Stock, "Voting Stock") held by the
Stockholders and certain other matters concerning the governance of the
Company; and
WHEREAS, the parties desire to set forth their understandings and
agreements in writing;
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NOW, THEREFORE, in consideration of the foregoing, and of the mutual
promises hereinafter set forth and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Scope and Term of Agreement.
1.1 Scope of Agreement. This Agreement shall govern (i) the voting
of all shares of Voting Stock of which any party to this Agreement is now or
hereafter becomes the legal or beneficial owner, including, without limitation,
any shares of Voting Stock acquired upon the exercise of any stock options
issued by the Company, and (ii) all action taken by any of the Stockholders
with respect to any matter submitted to a vote of the stockholders of the
Company. For purposes of this Agreement, the term "beneficial owner" shall
have the meaning assigned to such term in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended. For purposes of this Agreement,
it is hereby understood and agreed that Xxxxxxx, Xxxxxxxx and Xxxxxx are, and
that (upon succeeding to the rights and obligations of their respective fathers
hereunder) the Designated Successors will be, the beneficial owners of the
shares of Common Stock now or hereafter owned by Xxxxxxx FLP, Xxxxxxxx FLP and
Xxxxxx FLP (or the successors thereof), respectively.
1.2 No Restrictions on Transfer of Stock. This Agreement shall not
restrict in any manner whatsoever the sale, transfer, pledge or other
disposition of the shares of Voting Stock owned by any Stockholder.
1.3 Effective Date; Term of Agreement. This Agreement shall become
effective only upon the date of consummation of the offering of 10 1/4% Senior
Notes due 2003 contemplated by that certain Offering Memorandum of the Company
dated November 22, 1996, as amended from time to time (the "Effective Date"),
and shall continue until terminated pursuant to Section 1.4 hereof.
1.4 Termination of Agreement. This Agreement shall terminate upon
the first to occur of (i) the death of the last of the Designated Successors
having any rights or obligations hereunder or (ii) the mutual written agreement
of all the parties hereto to terminate this Agreement; provided, however, that
the provisions of Sections 2.1 and 2.2 hereof shall terminate sooner in the
event that none of Xxxxxxx, Xxxxxxxx and Xxxxxx (or any designee thereof)
remains on the Board of Directors.
2. Election of Directors and Other Stockholder Matters.
2.1 Election of Harbert, Weinberg, Xxxxxx and Designated Successors
as Directors. Subject to Section 2.4 hereof, each Stockholder agrees to take,
or cause any persons or entities under his or its control to take, all
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necessary or desirable actions within his, its or such person's or entity's
control (whether as a director, member of a committee of the Board of Directors
or officer of the Company and including, without limitation, voting all shares
of Voting Stock under his or its direction or control and, to the extent
permitted by the certificate of incorporation or by-laws of the Company, each
as then in effect, executing and delivering written consents of stockholders
and calling special stockholders' meetings) to elect to the Board of Directors,
to the extent that he desires to serve, (i) each of Xxxxxxx, Xxxxxxxx and
Xxxxxx (or such other person as Xxxxxxx, Xxxxxxxx or Xxxxxx or, in the event of
the death or resignation of any one of them, his Designated Successor, may
designate in his stead), and (ii) following the death or resignation of any of
Xxxxxxx, Xxxxxxxx or Xxxxxx, his Designated Successor.
2.2 Election of Other Directors. Each Stockholder agrees to take,
or cause any persons or entities under his or its control to take, all
necessary or desirable actions within his, its or such person's or entity's
control (whether as a director, member of a committee of the Board of Directors
or officer of the Company and including, without limitation, voting all shares
of Voting Stock under his or its direction or control and, to the extent
permitted by the certificate of incorporation or by-laws of the Company, each
as then in effect, executing and delivering written consents of stockholders
and calling special stockholders' meetings) to elect to the Board of Directors
such directors (other than Xxxxxxx, Xxxxxxxx and Xxxxxx or any designees
thereof, the election of which shall be governed by Section 2.1 hereof) as a
majority of Xxxxxxx, Xxxxxxxx and Xxxxxx (or, in the event of the death or
resignation of any one of them, his Designated Successor) shall direct.
2.3 Other Stockholder Matters. Each Stockholder agrees to take, or
cause any persons or entities under his or its control to take, all necessary
or desirable actions within his, its or such person's or entity's control
(whether as a director, member of a committee of the Board of Directors or
officer of the Company and including, without limitation, voting all shares of
capital stock of the Company (to the extent entitled to vote) under his or its
direction or control and, to the extent permitted by the certificate of
incorporation or by-laws of the Company, each as then in effect, executing and
delivering written consents of stockholders and calling special stockholders'
meetings) with respect to such matters as are submitted to a vote of the
stockholders of the Company (other than the election of directors, which shall
be governed by Sections 2.1 and 2.2 hereof) as a majority of Xxxxxxx, Xxxxxxxx
and Xxxxxx (or, in the event of the death or resignation of any one of them,
his Designated Successor) shall direct.
2.4 Effect of Sale of Shares. In the event that any of Xxxxxxx,
Xxxxxxxx and Xxxxxx (or any Designated Successor who succeeds to the rights and
obligations of his father hereunder) ceases to be the beneficial owner of fifty
percent (50%) of the shares of Common Stock that he is currently the beneficial
owner of, then he (and his Designated Successor) shall cease to have the right
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under Section 2.1 hereof to be elected (or have a designee elected) to the
Board of Directors; provided that, notwithstanding his (or his Designated
Successor's) ceasing to have such right under Section 2.1 hereof, he (or his
Designated Successor) shall continue to be obligated to take such actions as
are required of him under Sections 2.1, 2.2 and 2.3 hereof.
2.5 Agreement of the Company. The Company hereby agrees that it
shall not give effect to any vote cast or other action taken by any Stockholder
with respect to any matter submitted to a vote of the stockholders of the
Company, unless such vote or action is in accordance with the terms of this
Agreement.
3. Remedies.
3.1 Specific Performance. The parties hereto agree that the failure
of any party to observe the obligations provided by this Agreement will result
in irreparable damage to the non-defaulting party and that the non-defaulting
party may seek specific performance of such obligations in any state or federal
court having subject matter jurisdiction and located in Cleveland, Ohio.
3.2 Submission to Jurisdiction; Consent to Service of Process;
Venue. For the purpose of any action or proceeding instituted with respect to
this Agreement, each party other than the Company hereby irrevocably submits to
the jurisdiction of any state or federal court having subject matter
jurisdiction and located in Cleveland, Ohio. Each party other than the Company
also irrevocably consents to the service or process out of said courts by
mailing a copy thereof, by registered mail, postage prepaid, to such party at
his or its address set forth in Section 4.1 hereof or at such other address
furnished to the other parties hereto in the manner provided in Section 4.1
hereof, and each party hereby agrees that such service, to the fullest extent
permitted by law (i) shall be deemed in every respect effective service of
process upon him or it in any such suit, action or proceeding and (ii) shall be
taken and held to be valid personal service upon and personal delivery to him
or it. Each party other than the Company also hereby irrevocably waives, to
the fullest extent permitted by law, any objection which he or it may have or
hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court located in Cleveland, Ohio and any claim
that any such suit, action or proceeding brought in such a court has been
brought in an inconvenient forum. Notwithstanding anything in this Agreement
to the contrary, the Company shall have the right to serve process in any
manner permitted by law and to bring an action or proceeding in respect hereof
in any country, state, county or place having jurisdiction over such action.
4. Miscellaneous Provisions.
4.1 Notices. All notices or other forms or communication between or
among any of the parties shall be given in writing and sent by registered or
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certified U.S. mail, return receipt requested, first-class postage prepaid, or
personally delivered, to such party at the address set forth below unless
notice of a change of address is furnished to the other parties in the manner
provided in this Section:
If to any Stockholder: The address set forth next to his or
its name on Annex I hereto.
If to Xxxxxxx or Xxxxxxxx: c/x Xxxx Corporation
000 Xxxxxx Xxxxxx, Xxxxx 00-0000
Xxxxxxxxx, Xxxx 00000
If to Krantz: c/o Kohrman Xxxxxxx & Xxxxxx P.L.L.
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxx 00000
If to the Company: Hawk Corporation
000 Xxxxxx Xxxxxx, Xxxxx 00-0000
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
4.2 Amendment. No change in, modification of or amendment to this
Agreement shall be valid unless the same is in writing and signed by all
parties hereto.
4.3 Waiver. No waiver of any provision of this Agreement shall be
valid unless in writing and signed by the person against whom it is sought to
be enforced. The failure of any party at any time to insist upon strict
performance of any condition, promise, agreement and understanding set forth
herein shall not be construed as a waiver or relinquishment of the right to
insist upon strict performance of the same condition, promise, agreement or
understanding at a future date.
4.4 Assignment. No party may assign any of his or its rights or
obligations under this Agreement without the written consent of all other
parties hereto.
4.5 Binding Effect. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs,
beneficiaries, legatees, distributees, estates, executors, administrators,
personal representatives, successors and permitted assigns, as the case may be.
4.6 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts made and to be performed entirely within that State.
4.7 Severability. The invalidity or unenforceability of any
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particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provisions were omitted.
4.8 Integration. This Agreement sets forth all of the promises,
agreements, conditions and understandings among the parties hereto with respect
to the subject matter hereof, and supersedes and is intended to be an
integration of any and all prior agreements or understandings with respect
thereto.
4.9 Execution in Counterparts. This Agreement may be executed by
any one or more of the parties hereto in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.
HAWK CORPORATION
By: /s/ Xxxxx X. Xxxxxx
------------------------
Its: Secretary
/s/ Xxxxxx X. Xxxxxxx
------------------------
XXXXXX X. XXXXXXX, individually
XXXXXXX FAMILY LIMITED PARTNERSHIP
By:/s/ Xxxxxx X. Xxxxxxx
------------------------
Xxxxxx X. Xxxxxxx,
its Managing General Partner
/s/ Xxxxxx X. Xxxxxxxx
------------------------
XXXXXX X. XXXXXXXX, individually
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XXXXXXXX FAMILY LIMITED PARTNERSHIP
By:/s/ Xxxxxx X. Xxxxxxxx
------------------------
Xxxxxx X. Xxxxxxxx,
its Managing General Partner
/s/ Xxxxx X. Xxxxxx
------------------------
XXXXX X. XXXXXX, individually
XXXXXX FAMILY LIMITED PARTNERSHIP
By:/s/ Xxxxx X. Xxxxxx
------------------------
Xxxxx X. Xxxxxx,
its Managing General Partner
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ANNEX I
to Stockholders' Voting Agreement
Name and Address of Stockholder Shares of Common Stock Owned
------------------------------- ----------------------------
Xxxxxx X. Xxxxxxx 38,101
X.X. Xxx 000
Xxxxx, Xxxx 00000
Xxxxxxx Family Limited Partnership 342,905
X.X. Xxx 000
Xxxxx, Xxxx 00000
Xxxxxx X. Xxxxxxxx 37,089
000 Xxxxxxxx Xxx
Xxxxx Xxxxx, Xxxx 00000
Xxxxxxxx Family Limited Partnership 333,800
000 Xxxxxxxx Xxx
Xxxxx Xxxxx, Xxxx 00000
Xxxxx X. Xxxxxx 8,389
000-00 Xxxxxxxx #00X
Xxxxxx, Xxxx 00000
Xxxxxx Family Limited Partnership 75,505
000-00 Xxxxxxxx #00X
Xxxxxx, Xxxx 00000