Sample Business Contracts

Voting Agreement - J.J. Cramer & Co. and Tel-Save Holdings Inc.

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                                VOTING AGREEMENT

         This Voting Agreement ("Agreement") is entered into as of July 16, 1997
by and between J.J. Cramer & Co.,  ("Cramer"),  and Tel-Save  Holdings,  Inc., a
Delaware corporation ("Acquiror").

         WHEREAS,  Shared Technologies  Fairchild Inc. , a Delaware  corporation
(the "Company"),  Acquiror and TSHCo, Inc., a Delaware  corporation and a wholly
owned  subsidiary of Acquiror  ("Merger  Sub"),  are parties to an Agreement and
Plan of  Merger  dated as of July  16,  1997  (the  "Merger  Agreement"),  which
provides, among other things, for the merger of the Company with and into Merger
Sub (the  "Merger"),  with Merger Sub as the surviving  corporation and a wholly
owned  subsidiary  of  Acquiror  and which  must be  approved  by holders of the
requisite  percentages of the outstanding shares of capital stock of the Company
entitled to vote upon the Merger  (such  shares of capital  stock,  the "Company
Common Stock") at a special meeting of the Company's  stockholders (the "Special
Meeting") called for the purpose of approving the Merger, all in accordance with
the  requirements  of  the  Delaware  General  Corporation  Law,  the  Company's
Certificate of Incorporation and the Company's By-Laws;

         WHEREAS, as of the date hereof,  Cramer owns (either beneficially or of
record) the number of shares (the  "Shares")  of Company  Common Stock set forth
opposite such Cramer's name on Schedule A hereto; and

         WHEREAS,  as a condition to the  willingness  of Acquiror to enter into
the Merger Agreement,  Acquiror has requested that Cramer execute and deliver to
Acquiror and Merger Sub this Agreement;

         NOW, THEREFORE, the parties agree as follows:

         1.  Agreement to Vote Shares.  Cramer agrees to vote the Shares and any
other  shares of Company  Common  Stock which  Cramer,  directly or  indirectly,
controls at the Special  Meeting or at any other meeting of the  stockholders of
the Company, however called, and in any action by consent of the stockholders of
the Company (a) in favor of the  Merger,  (b) in favor of the Merger  Agreement,
and (c) against any amendment of the Company's  Certificate of  Incorporation or
By-Laws or other  proposal or  transaction  involving  the Company or any of its
subsidiaries  which  amendment  or other  proposal or  transaction  would in any
manner  impede,  frustrate,  prevent  or  nullify,  or result in a breach of any
covenant, representation or warranty or any other obligation or agreement of the
Company under or with respect to, the Merger, the Merger Agreement or any of the
other transactions contemplated by the Merger Agreement.



         2.  Covenants.  Cramer  agrees with respect to itself and the Shares it
owns that:

                  (a) It shall  not,  except  consistent  with the terms of this
         Agreement,  (i) transfer (which term shall include, without limitation,
         for the purposes of this  Agreement,  any sale,  gift,  pledge or other
         disposition),  or consent to any  transfer of, any or all of the Shares
         or any interest therein, (ii) enter into any contract,  option or other
         agreement or  understanding  with respect to any transfer of any or all
         of the Shares or any interest therein, (iii) take any other action that
         would in any way restrict,  limit or interfere with the  performance of
         its obligations  hereunder or the transactions  contemplated hereby, or
         (iv) grant any proxies or powers of attorney with respect to any of the
         Shares,  deposit any Shares into a voting  trust or enter into a voting
         agreement with respect to such Shares.  Notwithstanding  the foregoing,
         Cramer may  transfer its Shares if such  transferee  becomes a party to
         and bound by all of the terms of this Agreement.

                  (b) It will not enter into  any  transaction, take any action,
          or directly or  indirectly  cause any event to occur that would result
          in any of the representations or warranties of Cramer herein contained
          not being true and correct at and as of the time immediately after the
          occurrence of such transaction, action or event.

         3. Representations and Warranties.  Cramer represents and warrants with
respect to itself and the Shares it owns that:

                  (a) It is the  record  or  beneficial  owner of the  number of
         Shares set forth on  Schedule A opposite  its name and,  except for the
         Shares,  it is not the record or beneficial  owner of any shares of the
         Company Common Stock.

                  (b) This  Agreement  has been duly  executed and  delivered by
         Cramer and  constitutes  the legal,  valid and  binding  obligation  of
         Cramer, enforceable against Cramer in accordance with its terms. Cramer
         has all  necessary  power and  authority  to execute and  deliver  this
         Agreement,  to perform its obligations  hereunder and to consummate the
         transactions contemplated hereby. Neither the execution and delivery of
         this  Agreement  nor the  consummation  by Cramer  of the  transactions
         contemplated hereby will result in a



         violation  of, or a default  under,  or conflict  with,  any  contract,
         trust, commitment, agreement, understanding, arrangement or restriction
         of any kind to which  Cramer is a party or bound or to which the Shares
         are  subject  which  would  materially  impair the ability of Cramer to
         perform   hereunder.   Consummation  by  Cramer  of  the   transactions
         contemplated hereby will not violate, or require any consent, approval,
         or notice under, any provision of any judgment, order, decree, statute,
         law, rule or regulation  applicable to Cramer or the Shares, except for
         any filing under the  Hart-Scott-Rodino  Antitrust  Improvements Act of
         1976, as amended,  and the filing of an amendment to the Schedules 13D,
         if any, filed by Cramer with respect to the Company Common Stock.

                  (c)  The  Shares   owned  by  Cramer   and  the   certificates
         representing  such  Shares  are now and at all  times  during  the term
         hereof  will be held by  Cramer or by a nominee  or  custodian  for its
         benefit,  free and  clear of all  liens,  claims,  security  interests,
         proxies, voting trusts or agreements, understandings or arrangements or
         any other encumbrances whatsoever,  except for any such encumbrances or
         proxies arising hereunder.

                  (d) No broker,  investment banker,  financial adviser or other
         person is entitled to any broker's,  finder's,  financial  adviser's or
         other similar fee or commission  in  connection  with the  transactions
         contemplated  hereby  based upon  arrangements  made by or on behalf of

         4.  Certain   Events.   Cramer  agrees  that  this  Agreement  and  the
obligations  hereunder  shall  attach  to the  Shares  owned by it and  shall be
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass,  whether by operation of law or otherwise,  including without
limitation such person's heirs, guardians,  administrators or successors. In the
event   of  any   stock   split,   stock   dividend,   merger,   reorganization,
recapitalization  or  other  change  in the  capital  structure  of the  Company
affecting the Company Common Stock, or the  acquisition of additional  shares of
Company  Common Stock by Cramer,  this Agreement and the  obligations  hereunder
shall attach to any  additional  shares of Company  Common Stock or other voting
securities  of the Company  issued to or  acquired by Cramer.  In the event of a
stock dividend or distribution,  or any change in Company Common Stock by reason
of any stock  dividend,  split-up,  recapitalization,  combination,  exchange of
shares or the like,  the term  "Shares"  shall be deemed to refer to and include



Shares as well as all such stock dividends and distributions and any shares into
which or for which any or all of the Shares may be changed or exchanged.

         5.  Specific   Enforcement  of  Voting   Agreement.   Cramer  expressly
acknowledges  that damages  alone will not be adequate  remedy for any breach by
Cramer of this Agreement and that Acquiror, in addition to any other remedies it
may have, will be entitled as a matter of right, to injunctive relief, including
specific performance, in any court of competent jurisdiction with respect to any
actual or threatened breach by Cramer of the provisions of this Agreement.

         6. Termination.  This Agreement,  and all rights and obligations of the
parties  hereunder,  shall  terminate  upon  the  first  to  occur  of  (a)  the
consummation of the Merger, (b) January 15, 1998, or (c) the date of termination
of the Merger Agreement by any of the parties thereto.

         7. Miscellaneous.

                  (a) All communication under this Agreement shall be in writing
         and shall be deemed given if delivered  personally or sent by overnight
         courier  (providing  proof of delivery) to the parties at the following
         addresses  (or at such other  address for a party as shall be specified
         by like notice):

                           If to Acquiror:
                           6805 Route 202
                           New Hope, Pennsylvania  18938
                           Attention:  Aloysius T. Lawn, IV
                           Telecopy:  (215) 862-1085

                           with a copy to:
                           Arnold & Porter
                           399 Park Avenue
                           New York, New York  10022
                           Attention:  Jonathan C. Stapleton
                           Telecopy:  (215) 715-1399

                           If to Cramer:
                           Cramer Berkowitz & Co.
                           100 Wall Street
                           8th Floor
                           New York, New York  10005
                           Attention:  Mr. Jeffrey Berkowitz
                           Telecopy No:



                           with a copy to:
                           Wiley Rein & Fielding
                           1776 K Street
                           Washington, D.C.  20006
                           Attention:  Ida Draim, Esq.
                           Telecopy No.:  (202) 429-7049

                  (b) The headings contained in this Agreement are for reference
         purposes  only  and  shall  not  affect  in  any  way  the  meaning  or
         interpretation of this Agreement.

                  (c) This Agreement  constitutes the entire agreement  relating
         to  the  subject  matter  covered  herein,  and  supersedes  all  prior
         agreements and understandings, both written and oral, among the parties
         with respect to the subject matter hereof.

                  (d) Neither this Agreement nor any of the rights, interests or
         obligations  under this  Agreement  shall be  assigned,  in whole or in
         part, by operation of law or otherwise,  by any of the parties  without
         the prior  written  consent  of the  other  parties,  except  that this
         Agreement  shall be binding upon Cramer and its  successors and assigns
         and except as provided in Section 2(a).

                  (e) The construction and performance of this Agreement will be
         governed by the laws of the State of Delaware,  regardless  of the laws
         that might otherwise govern under applicable principles of conflicts of
         laws thereof.

                  (f) If any term, provision, covenant or restriction herein, or
         the application  thereof to any circumstance,  shall, to any extent, be
         held  by a court  of  competent  jurisdiction  to be  invalid,  void or
         unenforceable,  the remainder of the terms,  provisions,  covenants and
         restrictions   herein  and  the   application   thereof  to  any  other
         circumstances, shall remain in



         full force and effect,  shall not in any way be  affected,  impaired or
         invalidated,  and shall be enforced to the fullest extent  permitted by

                  (g) Cramer hereby agrees that  irreparable  damage would occur
         and that  Acquiror  would  not have any  adequate  remedy at law in the
         event that any of the  provisions of this  Agreement were not performed
         in accordance with their specific terms or were otherwise breached.  It
         is accordingly  agreed that Acquiror shall be entitled to an injunction
         or injunctions  to prevent  breaches by Cramer of this Agreement and to
         enforce  specifically the terms and provisions of this Agreement in any
         court,  in addition to any other  remedy to which it is entitled at law
         or in equity.  In addition,  each of the parties hereto (i) consents to
         submit such party to the  personal  jurisdiction  of any Federal  court
         located in the State of  Delaware  or any  Delaware  state court in the
         event  any  dispute  arises  out  of  this  Agreement  or  any  of  the
         transactions  contemplated hereby, (ii) agrees that such party will not
         attempt to deny or defeat such personal jurisdiction by motion or other
         request for leave from any such court and (iii)  agrees that such party
         will not bring any  action  relating  to this  Agreement  or any of the
         transactions  contemplated  hereby  in any court  other  than a Federal
         court sitting in the State of Delaware or a Delaware state court.

                  (h) No  amendment,  modification  or waiver in respect of this
         Agreement  shall be  effective  against any party unless is shall be in
         writing and signed by such party.

                  (i)  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



                  IN WITNESS WHEREOF,  the parties have caused this agreement to
be executed by their duly  authorized  officers all as of the day and year first
above written.

                                      J.J. CRAMER & CO.

                                      By: /s/ Jeffrey L. Berkowitz
                                      Name: Jeffrey L. Berkowitz

                                      TEL-SAVE HOLDINGS, INC.

                                      By: /s/ Edward B. Meyercord, III
                                      Name: Edward B. Meyercord, III
                                      Title:  Executive Vice President


                                   SCHEDULE A

Stockholder                                              Number of Shares Owned
J.J. Cramer & Co.                                        955,000