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Title: |
Common Stock Voting Agreement |
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Entities: |
Metromedia International Group Inc.; Dickstein Shapiro Morin & Oshinsky; Paul, Weiss, Rifkind, Wharton & Garrison |
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Date: |
2005 |
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Size: |
Preview shows 6KB of 35KB total |
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Price: |
$45 |
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ID: |
#413652 |
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COMMON STOCK VOTING AGREEMENT
COMMON STOCK VOTING AGREEMENT, dated as of February 17, 2005 (this
"Agreement"), by and among Pisces Investment Limited, a company organized under
the Companies Law of Cyprus ("Pisces"), Metromedia International Group, Inc., a
Delaware corporation (the "Company"), Metromedia Company, a Delaware general
partnership, Stuart Subotnick, the Trust, dated as of May 30, 1984, as amended
and restated, John W. Kluge, as grantor, and John W. Kluge, Manufacturers
Hanover Trust Company (n/k/a J.P. Morgan Chase Bank) and Stuart Subotnick, as
trustees, and the Trust dated as of December 14, 2001 between John W. Kluge, as
Grantor and Stuart Subotnick and J.P. Morgan Trust Company of Delaware, as
Trustees (each a "Principal Stockholder" and together, the "Principal
Stockholders").
WHEREAS, the Company, Pisces, First National Holding S.A., a societe
anonyme organized under the laws of Luxembourg ("FNH") and Emergent Telecom
Ventures S.A., a societe anonyme organized under the laws of Switzerland ("ETV",
and together with FNH and Pisces, the "Buyers"), are entering into a Share
Purchase Agreement, dated as of the date hereof (as amended, supplemented or
modified from time to time in accordance with its terms, the "Purchase
Agreement"), which provides for the sale of all of the Company's right, title
and interest in and to all of the authorized, issued and outstanding share
capital of NWE Capital (Cyprus), Ltd., a company organized under the Companies
Law of Cyprus and a wholly-owned subsidiary of the Company (the "Share
Purchase");
WHEREAS, as of the date hereof, each of the Principal Stockholders is the
holder of the number of shares of common stock, par value $0.01 per share (the
"Common Stock"), of the Company set forth opposite such Principal Stockholder's
name on Schedule 3.3(a) hereto (the shares of Common Stock held by such
Principal Stockholder are referred to herein as the "Owned Common Stock"); and
WHEREAS, as a condition to the willingness of the Buyers to enter into the
Purchase Agreement, the Buyers have requested that the Principal Stockholders
agree, and each of the Principal Stockholders has agreed, to enter into this
Agreement with respect to all of the Common Stock now owned and which may
hereafter be acquired (whether by means of purchase, dividend, distribution or
in any other way) by each such Principal Stockholder (collectively, the
"Shares").
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows:
ARTICLE I
DEFINITIONS
{PAGE}
Capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed to them in the Purchase Agreement as in effect on
the date hereof.
ARTICLE II
AGREEMENT OF PRINCIPAL STOCKHOLDER TO VOTE
Section 2.1 Agreement to Vote. Each of the Principal Stockholders
(severally and not jointly) hereby agrees that at any time that the Company
conducts a meeting of, or otherwise seeks a vote or consent of, the holders of
Common Stock for the purpose of approving and adopting the Share Purchase and
the actions required in furtherance thereof, such Principal Stockholder shall
vote, or provide a consent with respect to his or its Shares (x) in favor of the
Share Purchase and the actions required in furtherance thereof and (y) against
any action or agreement that would compete with, impede, delay or interfere with
the approval of the Share Purchase.
Section 2.2 Grant of Proxy. In furtherance and not in limitation of the
foregoing, each of the Principal Stockholders hereby grants to and appoints
Pisces his or its irrevocable proxy and attorney-in-fact (with full power of
substitution and resubstitution) to vote his or its Shares as indicated in
Section 2.1. Each of the Principal Stockholders hereby confirms that this proxy
is being given in connection with and as a condition of the execution of the
Purchase Agreement and intends this proxy to be irrevocable and coupled with an
interest and shall take such further action and execute such other instruments
as may be necessary to effectuate the intent of this proxy. Each of the
Principal Stockholders hereby revokes any and all previous proxies and powers of
attorney with respect to such Principal Stockholder's Owned Common Stock or any
other voting securities of the Company that relate to the approval of the Share
Purchase. All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of any Principal Stockholder, and all obligations of the
Principal Stockholders under this Agreement shall be binding upon the heirs,
personal representatives, successors and assigns of such Principal Stockholders.
Section 2.3 Fiduciary Duties. Notwithstanding anything to the contrary in
this Agreement, in the case of any Principal Stockholder who is a director of
the Company, the agreements of such Stockholder contained in this Agreement
shall not govern, limit or restrict such Principal Stockholder's ability to
exercise his or her fiduciary duties to the stockholders of the Company under
applicable laws in his or her capacity as a director of the Company.
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