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EXHIBIT 99.3
FORM OF VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Voting Agreement"), dated as of October
18, 1998, is made by and between Protection One, Inc., a corporation organized
under the laws of the State of Delaware (the "Parent") and ____________________
(the "Stockholder").
WHEREAS, concurrently herewith, the Parent; Protection One Acquisition
Holding Corporation, a corporation organized under the laws of the State of
Delaware and a wholly owned subsidiary of Parent ("New Parent"); P-1 Merger Sub,
Inc., a corporation organized under the laws of the Commonwealth of
Massachusetts and a wholly owned subsidiary of New Parent ("Merger Sub I"); P-1
Merger Sub, Inc., a corporation organized under the laws of the State of
Delaware and a wholly owned subsidiary of New Parent ("Merger Sub II"); and
Lifeline Systems, Inc., a corporation organized under the laws of the
Commonwealth of Massachusetts (the "Company"), are entering into an Agreement
and Plan of Contribution and Merger (as it may be amended from time to time in
the future in accordance with its terms, the "Merger Agreement"), providing for,
among other things, the merger of Merger Sub I with and into the Company (the
"Company Merger"), with the Company being the entity surviving the Company
Merger and continuing after the Company Merger as a wholly owned subsidiary of
New Parent;
WHEREAS, as of the date hereof, the Stockholder beneficially owns the
number of issued and outstanding shares of common stock, par value $0.02 per
share, of the Company (the "Shares") as indicated on Schedule A hereto (the
"Owned Shares");
WHEREAS, following the execution and delivery of this Voting Agreement,
the Stockholder may become the beneficial owner of additional Shares upon the
exercise of options, warrants or rights, the conversion or exchange of
convertible or exchangeable securities, or by means of purchase, dividend,
distribution, gift, bequest, inheritance or as a successor in interest in any
capacity or otherwise (which additional Shares shall, from and after the time
they are acquired by the Stockholder, be deemed to constitute "Owned Shares");
and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, the Parent has required that the Stockholder agree, and the
Stockholder has agreed, to vote the Owned Shares in favor of the adoption of the
Merger Agreement and the approval of the Company Merger in accordance with the
terms and conditions of this Voting Agreement;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration given to each party hereto, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. Agreement to Vote. The Stockholder hereby agrees that, during the
time this Voting Agreement is in effect, at any meeting of the stockholders of
the Company, however called, and in any action by consent of the stockholders of
the Company, he or she will vote all of the Owned Shares, subject to the
expiration of this Voting Agreement pursuant to Section 2
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hereof, (i) in favor of the Company Merger, the Merger Agreement and the
transactions contemplated by the Merger Agreement and (ii) against any
Acquisition Proposal (as defined in the Merger Agreement) and any other action
or agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or which would result in any of the conditions to the Company's
obligations under the Merger Agreement not being fulfilled. In order to effect
the intentions of the parties hereunder, the Stockholder hereby constitutes and
appoints Xxxx X. Xxxx and Xxxx X. Xxxxx, either of whom may act without the
joinder of the other, as the Stockholder's true and lawful proxy and
attorney-in-fact to vote any and all of the Owned Shares at the Special Meeting
(as defined in the Merger Agreement). The Stockholder acknowledges that the
proxy granted hereby is irrevocable, being coupled with an interest, and that
such proxy will continue until the termination of this Voting Agreement in
accordance with its terms.
2. Expiration. This Voting Agreement and the Stockholder's obligations
hereunder shall terminate on the first to occur of (a) the Effective Time, (b)
the termination of the Merger Agreement in accordance with its terms and (c)
April 30, 1999.
3. Representations and Warranties of the Stockholder. The Stockholder
hereby represents and warrants to the Purchaser as follows:
3.1 Ownership of Shares. The Stockholder beneficially owns the
Owned Shares listed on Schedule A hereto, all of which are held of record by him
or her. The Stockholder has sole voting power and sole power of disposition with
respect to such Owned Shares, with no restrictions, subject to applicable
federal laws, on his or her rights of disposition pertaining thereto.
3.2 Power; Binding Agreement. The Stockholder has the legal
capacity, power and authority to enter into and perform all of his or her
obligations under this Voting Agreement. This Voting Agreement has been duly and
validly executed and delivered by the Stockholder and constitutes a valid and
binding agreement of the Stockholder, enforceable against the Stockholder in
accordance with its terms, except to the extent (i) such enforcement may be
limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights and (ii) the remedy of specific enforcement and injunctive and
other forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.
3.3 No Conflicts. The execution, delivery and performance of
this Voting Agreement by the Stockholder will not constitute a breach, violation
or default (or any event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or accelerate the
performance required by, or result in a right of termination or acceleration
under, or result in the creation of any lien or encumbrance upon any of the
Owned Shares under, any note, bond, mortgage, indenture, deed of trust, license,
lease, agreement or
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other instrument to which the Stockholder is a party or by which the Owned
Shares may be bound.
4. Certain Covenants of the Stockholder. The Stockholder hereby
covenants and agrees as follows with respect to the period during which this
Voting Agreement is in effect:
4.1 Restriction on Transfer, Proxies and Non-Interference.
Except as contemplated hereby, the Stockholder shall not (i) sell, transfer,
pledge, encumber, assign or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to the sale, transfer,
pledge, encumbrance, assignment or other disposition of, any of his or her
Shares, (ii) grant any proxies, deposit any shares of capital stock of the
Company into a voting trust or enter into a voting agreement with respect to any
such Shares or (iii) take any action that would make any representation or
warranty of the Stockholder contained herein untrue or incorrect or have the
effect of preventing or disabling the Stockholder from performing his or her
obligations under this Voting Agreement. Notwithstanding the foregoing, the
Stockholder shall be permitted to (i) transfer any of the Owned Shares to any
member of the immediate family of the Stockholder or any trust, limited
partnership or other entity the beneficial ownership of which is held by the
Stockholder or such family members (each, a "Permitted Transferee"), so long as
such Permitted Transferee agrees in writing, in form and substance satisfactory
to the Purchaser, to be bound by the terms hereof to the same extent as the
Stockholder is bound and provided further, however, that no such transfer shall
relieve the Stockholder of his or her obligations hereunder if such Permitted
Transferee does not perform such obligations, (ii) dispose of any Owned Shares
in payment of the exercise price or any withholding taxes in connection with any
exercise by the Stockholder of stock options outstanding on the date of this
Voting Agreement to acquire shares of capital stock of the Company and (iii)
transfer by gift to any charitable organization up to the number of Owned Shares
indicated on Schedule A under the heading "Maximum Number of Shares that May be
Transferred by Gift."
4.2 Additional Owned Shares. The Stockholder shall promptly
notify the Purchaser of the number of additional Owned Shares acquired by such
Stockholder, if any, after the date hereof.
4.3 Appraisal Rights. The Stockholder shall not exercise any
rights (including, without limitation, under Sections 85 to 98 of the Business
Corporation Law of the Commonwealth of Massachusetts) to demand appraisal of any
Owned Shares which may arise with respect to the Company Merger.
5. Other Matters.
5.1 Proposed Amendment of Merger Agreement. Notwithstanding
anything to the contrary contained herein or in the Merger Agreement, if,
without the Stockholder's prior written consent, the Parent proposes in writing
to the Company, the Board of Directors of the
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Company or any Committee thereof, or publicly releases a proposal for any
reduction in the Company Merger Consideration (as defined in the Merger
Agreement) this Voting Agreement shall terminate and be of no further force or
effect.
5.2 Stockholder Capacity. The Stockholder does not make any
agreement or understanding herein in a capacity as a director or officer of the
Company. The Stockholder signs solely in his or her capacity as the record
holder and beneficial owner of Owned Shares and nothing contained herein shall
limit or affect any actions taken by the Stockholder in his or her capacity as
an officer or director of the Company.
5.3 Further Assurances. From time to time, at the other
party's request and without further consideration, each party hereto shall
execute and deliver such additional documents and take all such further action
as may be necessary or desirable to consummate and make effective the
transactions contemplated by Section 1 of this Voting Agreement.
6. Miscellaneous.
6.1 Entire Agreement; Assignment. This Voting Agreement (i)
constitutes the entire agreement among the parties with respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof
and (ii) shall not be assigned by operation of law or otherwise, provided that
the Parent may assign its rights and obligations hereunder to any direct or
indirect wholly owned subsidiary of the Parent, but no such assignment shall
relieve the Parent of its obligations hereunder if such assignee does not
perform such obligations.
6.2 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
To the Stockholder at the address set forth on Schedule A hereto.
with a copy to:
Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxx X. Xxxxxxxx, Esq.
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To the Parent:
Protection One, Inc.
0000 Xxxxxxx Xxxxxxx
Xxxxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxx X. Xxxx, III
and
Protection One, Inc.
0000 X. Xxxxxxx 000, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: Xxxx X. Xxxxx
with a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
6.3 Governing Law. This Voting Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of Massachusetts,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof.
6.4 Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or agreements
contained in this Voting Agreement will cause the other party to sustain damages
for which it would not have an adequate remedy at law for money damages, and
therefore each of the parties hereby agrees that in the event of any such breach
the aggrieved party shall be entitled to the remedy of specific performance of
such covenants and agreements and injunctive and other equitable relief in
addition to any other remedy to which it may be entitled, at law or in equity.
6.5 Counterparts. This Voting Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original, but all
of which shall constitute one and the same Voting Agreement.
6.6 Descriptive Headings. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Voting Agreement.
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6.7 Severability. Whenever possible, each provision or portion
of any provision of this Voting Agreement will be interpreted in such manner as
to be effective and valid under applicable law but if any provision or portion
of any provision of this Voting Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this
Voting Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision or portion of any
provision had never been contained herein.
6.8 Capitalized Terms. Capitalized terms used in this Voting
Agreement but not otherwise defined in this Voting Agreement shall have the
respective meanings given to such terms in the Merger Agreement.
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IN WITNESS WHEREOF, the Parent and the Stockholder have caused this
Voting Agreement to be duly executed as of the day and year first above written.
PROTECTION ONE, INC.
By:
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Name: Xxxx X. Xxxx, III
Title: Executive Vice President
STOCKHOLDER:
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Signature Page for Voting Agreement
