EXHIBIT 99.1
VOTING AGREEMENT
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VOTING AGREEMENT (this "Agreement") dated as of October
28, 1996, between ANTEC Corporation, a Delaware corporation
("ANTEC"), and the party named on the signature page hereof as
the investor ("TCI"), who is a stockholder of TSX Corporation, a
Nevada corporation ("TSX").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Boards of Directors of ANTEC, TSX and TSX
Acquisition Corporation have approved a Plan of Merger dated as
of the date hereof (the "Merger Agreement"), providing for the
merger of a newly formed subsidiary of ANTEC with and into TSX
(the "Merger") and the issuance of ANTEC common stock in exchange
for TSX common stock, par value $0.01 per share (the "Common
Stock"); and
WHEREAS, as a condition to entering into the Merger
Agreement ANTEC has requested that TCI agree, and in order to
induce ANTEC to enter into the Merger Agreement, TCI has agreed
to enter into this agreement with respect to all of the shares of
Common Stock now owned and which may hereafter be acquired by TCI
or any of its subsidiaries (the "Shares").
NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. VOTING AGREEMENT.
(a) Subject to the terms and conditions of this
Agreement, TCI agrees that during the term this Agreement is in
effect, at any meeting of the stockholders of TSX, however
called, and in any action by written consent of the stockholders
of TSX, TCI shall vote the Shares (or cause the Shares to be
voted) in favor of the Merger and the transactions contemplated
by the Merger Agreement.
The foregoing agreement of TCI is subject to the
satisfaction of the following conditions as of the time the
approval of the Merger and the Merger Agreement by stockholders
of TSX (including TCI) is sought: (i) the Merger Agreement shall
be in full force and effect in the form originally executed and
shall not have been amended or modified in any respect, there
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shall not have been any waiver of any right of TSX or any
obligation of ANTEC thereunder, no conditions to the obligations
of TSX to consummate the Merger and the other transactions
contemplated thereby shall have been waived, except for such
amendments, modifications and waivers as are insignificant in
nature or are consented to in writing by TCI, which consent shall
not be unreasonably withheld (it being understood and agreed that
any change or modification to the kind or amount of consideration
to be received by any TSX stockholder in the Merger shall not be
deemed insignificant and TCI, in its sole discretion, may
withhold its consent to any such change or modification), (ii)
all consents and approvals of any court, administrative agency or
commission or other governmental authority or instrumentality
(each, a "Governmental Entity"), if any, required in connection
with the consummation of the transactions contemplated by the
Merger Agreement shall have been obtained and shall be in full
force and effect and neither the grant nor the effectiveness of
any such consent or approval shall be subject to any condition of
any kind referred to in paragraph 1(b) below, (iii) there shall
not have been any action taken, or any statute, rule, regulation,
judgment, order or decree proposed, enacted, promulgated,
entered, issued, enforced or deemed applicable by any
Governmental Entity, and there shall be no action, suit, hearing,
proceeding or investigation pending, which, in the reasonable
judgment of TCI, (A) makes or may make any provision of this
Agreement, the Merger Agreement or the Merger illegal or may
result in the imposition of material damages or penalties in
connection therewith, (B) requires or may require the divestiture
of a material portion of the business of ANTEC or any subsidiary
of ANTEC (including the surviving corporation in the Merger), (C)
imposes or may result in the imposition of material limitations
on the ability of TCI or any of its affiliates effectively to
exercise full rights of ownership of the shares of ANTEC common
stock (including voting and consent rights) to be issued in the
Merger, or makes the holding of any thereof by TCI or such
affiliate illegal or subject to any materially burdensome
requirement or condition (except for such securities law
restrictions on resale as are customary for "affiliate" or
"restricted" shares), or (D) requires or may require ANTEC, any
subsidiary of ANTEC (including the surviving corporation in the
Merger), or TCI or any of its affiliates to cease or refrain from
engaging in any material business or transaction or making or
retaining any material investment, if in the case of any
consequence referred to in subclauses (B) (C) or (D), such
consequence would be avoided if the Merger were not consummated,
and (iv) there shall not be pending any action, suit, proceeding,
hearing or investigation which challenges the legality, validity
or enforceability of this Agreement or the Merger Agreement, or
the legality of the performance by TCI or ANTEC of its covenants
or agreements hereunder, or in which any person seeks to restrain
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or enjoin (preliminarily, temporarily or permanently) such
performance or the Merger or to collect or impose material
damages or penalties on TCI in connection therewith, except in
each of the foregoing instances for actions, suits, proceedings,
hearings or investigations in which the challenge is the result
of a competing offer for TSX or the fairness of the consideration
to be received by TSX shareholders; no judgment or order imposing
any such damages or penalties shall have been entered; and
neither such performance or the Merger shall have been restrained
or enjoined (preliminarily, temporarily or permanently).
(b) Nothing contained in this Agreement shall create any
obligation on the part of TCI or any of its affiliates or
restrict TCI or any of its affiliates in the exercise and
enjoyment of full rights of ownership of shares of capital stock
of ANTEC, except as expressly provided in paragraph 1(a) above or
except for such securities law restrictions on resale as are
customary for "affiliate" or "restricted" shares. Without
limiting the generality of the immediately preceding sentence, if
the grant or effectiveness of any consent or approval of any
Governmental Entity required in connection with the consummation
of the Merger shall be conditioned upon the surrender or
modification in any significant respect of any license, franchise
or permit held by ANTEC or any of its subsidiaries or by TCI or
any of its affiliates, the divestiture or rearrangement of the
composition of any assets of ANTEC or any of its subsidiaries or
of TCI or any of its affiliates, the holding of any assets of any
such person in a trust or otherwise separate and apart from such
person s other assets, limitations on any such person s freedom
of action with respect to future acquisitions of assets or with
respect to any existing or future business or activities or its
enjoyment of the full rights of ownership, possession and use of
any asset now owned or hereafter acquired by such person, any
change in such person s ownership or in any rights of or
arrangements among its equity holders or any other restrictions,
limitations, requirements or conditions which are or might be
burdensome or adverse to any such person, then nothing in this
Agreement shall be construed as imposing any obligation or duty
on the part of TCI or any of its affiliates to agree to, approve
or otherwise be bound by or satisfy any such condition. Nothing
contained in this Agreement shall require TCI or any of its
affiliates to terminate or modify the terms of any existing
pledge of any shares of capital stock of TSX held by such TCI or
such affiliate. The agreement of TCI set forth in paragraph 1(a)
above relates only to TCI in its capacity as a stockholder of TSX
and not to any other capacity in which it or any of its
affiliates may be acting.
(c) Notwithstanding the foregoing, in the event required by
applicable law in connection with the Merger TCI shall make a
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filing pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements
Act of 1976 and shall cooperate in supplying any subsequently
requested information so long as such request is not, in TCI s
judgment, commercially unreasonable.
2. IRREVOCABLE PROXY.
In the event that TCI breaches its agreement set forth
in Xxxxxxx 0, XXX (without further action on TCI s part) shall be
deemed to have hereby irrevocably appointed ANTEC as its attorney
and proxy, with full power of substitution, during the term of
this Agreement, to vote each of the Shares as its proxy, at every
annual, special or adjourned meeting of the stockholders of TSX
(including the right to sign its name to any consent, certificate
or other document relating to TSX that the law of the State of
Delaware may permit or require) in the manner consistent with
paragraph 1 above. THIS PROXY AND POWER OF ATTORNEY IS
IRREVOCABLE AND COUPLED WITH AN INTEREST.
TCI hereby revokes all other proxies and powers of
attorney with respect to the Shares that TCI may have heretofore
appointed or granted, and no subsequent proxy or power of
attorney (except in furtherance of TCI s obligations under
Section 1 hereof) shall be given or written consent executed (and
if given or executed, shall not be effective) by TCI with respect
thereto so long as this Agreement remains in effect.
3. TRANSFERS OF COMMON STOCK.
In the event that TCI transfers any Common Stock during
the term of this Agreement, TCI shall obtain from any transferee
its agreement to assume TCI s obligations hereunder with respect
to the transferred Common Stock.
4. TERM.
This Agreement shall remain in effect until the Merger
Agreement is terminated or the transactions contemplated by the
Merger Agreement are consummated, whichever occurs first.
5. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement of the
parties and supersedes all prior agreements and undertakings,
both written and oral, between the parties, or any of them, with
respect to the subject matter hereof.
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6. PARTIES IN INTEREST.
This Agreement shall be binding upon and inure solely
to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer
upon any person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
7. GOVERNING LAW.
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Nevada applicable to
contracts executed and to be performed entirely within that
state.
8. COUNTERPARTS.
This Agreement may be executed in one or more
counterparts, each of which when executed shall be deemed to be
an original but all of which taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, each of the parties hereto has
executed this Voting Agreement as of the day and year first
written above.
ANTEC CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Its Executive Vice President
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INVESTOR
TELE-COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxxxxx
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Its Executive Vice President
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