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EXHIBIT 99.2
VOTING AGREEMENT
VOTING AGREEMENT, dated May 28, 1996, between Olsten Corporation, a
Delaware corporation ("Acquiror") and Lisa Moore Turano, a shareholder (the
"Shareholder") of Co-Counsel, Inc., a Texas corporation (the "Company").
W I T N E S S E T H:
WHEREAS, simultaneously with the execution and delivery of this
Agreement, Acquiror, the Company and Lawyers Acquisition Corp., a Texas
corporation ("Merger Sub"), are entering into an Agreement and Plan of Merger
(the "Merger Agreement"); and
WHEREAS, the Shareholder is the record and beneficial owner of
1,500,000 shares of the Company's Common Stock, par value $.01 per share (the
"Block Shares");
WHEREAS, approval of the Merger Agreement and the Merger by the
Company's shareholders is a condition to the consummation of the Merger (as
defined in the Merger Agreement); and
WHEREAS, as a condition to its entering into the Merger Agreement,
Acquiror has required that the Shareholder agree, and the Shareholder has
agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration given to each party hereto, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
Section 1. Voting Agreement and Grant of Proxy.
(a) The Shareholder hereby agrees that at any meeting of the
shareholders of the Company, however called, and in connection with any action
of the shareholders of the Company, the Shareholder shall vote the Block Shares
and any other voting securities of the Company, whether heretofore or hereafter
issued, which are held of record or beneficially by the Shareholder; (i) in
favor of the Merger and (ii) against any proposal for any recapitalization,
merger (other than the Merger), sale of assets or other business combination
between the Company and any other person or entity (other than Acquiror or
Merger Sub) or any other action or agreement that Acquiror notifies the
Shareholder in writing before any vote could result in a breach of any
covenant, representation or warranty or any other obligation or agreement of
the
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Company under the Merger Agreement or which could result in any of the
conditions to the Merger Agreement not being fulfilled.
(b) Except as provided in this Section 1, the Shareholder hereby
agrees that he or she shall not, and shall not offer or agree to, sell,
transfer, tender, assign, pledge or otherwise dispose of, or grant any proxies
with respect to, the Block Shares, or enter into any contract, option or other
arrangement or understanding with respect to the sale, assignment, pledge or
other disposition, directly or indirectly, of the Block Shares or other voting
securities of the Company, whether heretofore or hereafter issued, which are
held of record or beneficially by the Shareholder.
(c) The Shareholder, by this Agreement, with respect to the Block
Shares and any other voting securities of the Company, whether heretofore or
hereafter issued, which are held of record or beneficially by the Shareholder,
does hereby constitute and appoint Acquiror and Merger Sub, or any nominee of
Acquiror and Merger Sub, with full power of substitution, from the date hereof
to the earlier to occur of termination of this Agreement or the Effective Time,
as his or her true and lawful attorney and proxy ("Proxy"), for and in the
name, place and stead of the Shareholder, to demand that the Secretary of the
Company call a special meeting of the shareholders of the Company for the
purpose of considering any actions related to the Merger Agreement and the Plan
of Merger (as defined in the Merger Agreement) and to vote each of the Block
Shares and any other voting securities of the Company, whether heretofore or
hereafter issued, which are held of record or beneficially by the Shareholder,
at every annual, special or adjourned meeting of the shareholders of the
Company, including the right to sign his or her name (as shareholder) to any
consent, certificate or other document relating to the Company that the law of
the State of Texas may permit or require: (i) in favor of the Plan of Merger
and the Merger Agreement and (ii) against any proposal for any
recapitalization, merger (other than the Plan of Merger), sale of assets or
other business combination between the Company and any other person or entity
(other than Acquiror or Merger Sub) or any other action or agreement that
Acquiror notifies the Shareholder in writing before any vote could 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 could result in
any of the conditions to the Merger Agreement not being fulfilled.
(d) THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED
WITH AN INTEREST. The Shareholder acknowledges receipt and review of a copy of
the Merger Agreement. The Shareholder hereby revokes all proxies heretofore
made by him or her that are inconsistent with this Section 1.
(e) The Shareholder shall perform such further acts and execute
such further documents and instruments as may reasonably be required to vest in
Acquiror
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and Merger Sub the power to carry out and give effect to the provisions of this
Agreement.
(f) The Shareholder agrees that he or she will not vote any of the
Block Shares or any other voting securities of the Company, whether heretofore
or hereafter issued, which are held of record or beneficially by the
Shareholder, at any annual, special or adjourned meeting of the shareholders of
the company, including the right to sign his or her name (as shareholder) to
any consent, certificate or other document relating to the Company that the law
of the State of Texas may permit or require, in any manner that is intended, or
could reasonably be expected, to impede, interfere with, delay, postpone or
materially adversely affect the transactions contemplated by the Merger
Agreement.
(g) The Company will cause each certificate of the Shareholder
evidencing the Block Shares outstanding during the period that this Agreement
is in effect to bear a legend in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT
BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR
DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS
AND CONDITIONS OF AN AGREEMENT DATED MAY 24, 1996,
AS IT MAY BE AMENDED, AMONG ACQUIROR, THE COMPANY
AND LAWYERS ACQUISITION CORP. AND THE REGISTERED
HOLDER OF THIS CERTIFICATE, A COPY OF WHICH IS ON
FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE
ISSUER.
Section 2. Term of Agreement. It is a condition precedent to the
effectiveness of this Agreement that the Merger Agreement shall have been
executed and delivered. If the Merger Agreement is terminated in accordance
with its terms, this Agreement shall terminate and be of no further force or
effect and the parties hereto shall have no further obligations or liability
hereunder, except for any rights Acquiror may have in respect of any breach by
the Shareholder of his or her obligations hereunder.
Section 3. Representations and Warranties of the Shareholder. The
Shareholder represents and warrants to Acquiror that:
(a) The Shareholder is the record owner of the Block Shares and the
Block Shares represent all of the Company Common Stock or other voting
securities of the Company owned beneficially or of record by the Shareholder;
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(b) The Shareholder has full legal power and authority to execute and
deliver this Agreement;
(c) The Block Shares are free and clear of all voting trust, voting
agreement, proxies or similar arrangements; and
(d) The Shareholder has duly executed and delivered this Agreement.
Section 4. Specific Performance. The parties hereto agree that
irreparable damage would occur 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 the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of the
United States or any state thereof having jurisdiction, this being in addition
to any other remedy to which they are entitled at law or in equity.
Section 5. Notices. All notices, requests, claims, demands and other
communications hereunder shall be effective upon receipt, shall be in writing
and shall be delivered in person, by overnight courier service, or by mail
(registered or certified mail, postage prepaid, return receipt requested) to
the Shareholder at the address set forth below the Shareholder's name on the
signature page hereof and to the Company as set forth in the Merger Agreement
or to such other address as any party may have furnished to the other in writing
in accordance herewith.
Section 6. Binding Effect. This Agreement shall inure to the benefit
of and, subject to applicable law, be binding upon the parties hereto and their
respective heirs, personal representatives, successors and assigns.
Section 7. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, without giving
effect to the principles of conflict of laws thereof.
Section 8. Counterparts. This Agreement may be executed in two
counterparts, each of which shall be an original, but which together shall
constitute one and the same Agreement.
Section 9. Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction hereof.
Section 10. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or
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unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
Section 11. Amendment; Waiver. No amendment or waiver of any
provision of this Agreement or consent to departure therefrom shall be
effective unless in writing and signed by Acquiror and the Shareholder, in the
case of an amendment, or by the party which is the beneficiary of any such
provision, in the case of a waiver or a consent to departure therefrom.
Section 12. Entire Agreement. This Agreement set forth the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, covenants, arrangements, communications,
representations and warranties, whether oral or written, by either party with
respect thereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto all as of the day and year first above written.
OLSTEN CORPORATION
By: /s/ ANTHONY J. PUGLISI
------------------------------
Name: Anthony J. Puglisi
Title: Senior Vice President
/S/ LISA MOORE TURANO
---------------------------------
LISA MOORE TURANO
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VOTING AGREEMENT
VOTING AGREEMENT, dated May 28, 1996, between Olsten Corporation, a
Delaware corporation ("Acquiror") and Donald Sanders, a shareholder (the
"Shareholder") of Co-Counsel, Inc., a Texas corporation (the "Company").
WITNESSETH:
WHEREAS, simultaneously with the execution and delivery of this
Agreement, Acquiror, the Company and Lawyers Acquisition Corp., a Texas
corporation ("Merger Sub"), are entering into an Agreement and Plan of Merger
(the "Merger Agreement"); and
WHEREAS, the Shareholder is the record and beneficial owner of
628,000 shares of the Company's Common Stock, par value $.01 per share (the
"Block Shares");
WHEREAS, approval of the Merger Agreement and the Merger by the
Company's shareholders is a condition to the consummation of the Merger (as
defined in the Merger Agreement); and
WHEREAS, as a condition to its entering into the Merger Agreement,
Acquiror has required that the Shareholder agree, and the Shareholder has
agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration given to each party hereto, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Voting Agreement and Grant of Proxy.
(a) The Shareholder hereby agrees that at any meeting of the
shareholders of the Company, however called, and in connection with any action
of the shareholders of the Company, the Shareholder shall vote the Block Shares
and any other voting securities of the Company, whether heretofore or hereafter
issued, which are held of record or beneficially by the Shareholder: (i) in
favor of the Merger and (ii) against any proposal for any recapitalization,
merger (other than the Merger), sale of assets or other business combination
between the Company and any other person or entity (other than Acquiror or
Merger Sale) or any other action or agreement that Acquiror notifies the
Shareholder in writing before any vote could 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 could result in any of the
conditions to the Merger Agreement not being fulfilled.
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(b) Except as provided in his Section 1, the Shareholder hereby agrees
that he or she shall not, and shall not offer or agree to, sell, transfer,
tender, assign, pledge or otherwise dispose of, or grant any proxies with
respect to, the Block Shares, or enter into any contract, option or other
arrangement or understanding with respect to he sale, assignment, pledge or
other disposition, directly or indirectly, of the Block Shares or other voting
securities of the Company, whether heretofore or hereafter issued, which are
held of record or beneficially by the Shareholder.
(c) The Shareholder, by this Agreement, with respect to the Block
Shares and any other voting securities of the Company, whether heretofore or
hereafter issued, which are held of record or beneficially by the Shareholder,
does hereby constitute and appoint Acquiror and Merger Sub, or any nominee of
Acquiror and Merger Sub, with full power of substitution, from the date hereof
to the earlier to occur of termination of this Agreement or the Effective Time,
as his or her true and lawful attorney and proxy ("Proxy"), for and in the
name, place and stead of the Shareholder, to demand that the Secretary of the
Company call a special meeting of the shareholders of the Company for the
purpose of considering any actions related to the Merger Agreement and the Plan
of Merger (as defined in the Merger Agreement) and to vote each of the Block
Shares and any other voting securities of the Company, whether heretofore or
hereafter issued, which are held of record or beneficially by the Shareholder,
at every annual, special or adjourned meeting of the shareholders of the
Company, including the right to sign his or her name (as shareholder) to any
consent, certificate or other document relating to the Company that the law of
the State of Texas may permit or require: (i) in favor of the Plan of Merger
and the Merger Agreement and (ii) against any proposal for any
recapitalization, merger (other than the Plan of Merger), sale of assets or
other business combination between the Company and any other person or entity
(other than Acquior or Merger Sub) or any other action or agreement that
Acquiror notifies the Shareholder in writing before any vote could 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 could result in
any of the conditions to the Merger Agreement not being fulfilled.
(d) THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED
WITH AN INTEREST. The Shareholder acknowledges receipt and review of a copy of
the Merger Agreement. The Shareholder hereby revokes all proxies heretofore
made by him or her that are inconsistent with this Section 1.
(e) The Shareholder shall perform such further acts and execute
such further documents and instruments as may reasonably be required to vest in
Acquiror and Merger Sub the power to carry out and give effect to the
provisions of this Agreement.
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(f) The Shareholder agrees that he or she will not vote any of the
Block Shares or any other voting securities of the Company, whether heretofore
or hereafter issued, which are held of record or beneficially by the
Shareholder, at any annual, special or adjourned meeting of the shareholders of
the Company, including the right to sign his or her name (as shareholder) to
any consent, certificate or other document relating to the Company that the law
of the State of Texas may permit or interfere with, delay, postpone or
materially adversely affect the transactions contemplated by the Merger
Agreement.
(g) The Company will cause each certificate of the Shareholder
evidencing the Block Shares outstanding during the period that this Agreement
is in effect to bear a legend in the following form:
THE SHARES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD, EXCHANGED
OR OTHERWISE TRANSFERRED OR DISPOSED OF
EXCEPT IN COMPLIANCE WITH THE TERMS AND
CONDITIONS OF AN AGREEMENT DATED
MAY 24, 1996, AS IT MAY BE AMENDED,
AMONG ACQUIROR, THE COMPANY AND
LAWYERS ACQUISITION CORP. AND THE
REGISTERED HOLDER OF THIS CERTIFICATE,
A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
EXECUTIVE OFFICES OF THE ISSUER.
Section 2. Term of Agreement. It is a condition precedent to the
effectiveness of this Agreement that the Merger Agreement shall have been
executed and delivered. If the Merger Agreement is terminated in accordance
with its terms, this agreement shall terminate and be of no further force or
effect and the parties hereto shall have no further obligations or liability
hereunder, except for any rights Acquiror may have in respect of any breach by
the Shareholder of his or her obligations hereunder.
Section 3. Representations and Warranties of the Shareholder. The
Shareholder represents and warrants to Acquiror that:
(a) The Shareholder is the record owner of the Block Shares and the
Block Shares represent all of the Company Common Stock or other voting
securities of the Company owned beneficially or of record by the Shareholder;
(b) The Shareholder has full legal power and authority to execute
and deliver this agreement;
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(c) The Block Shares are free and clear of all voting trust,
voting agreement, proxies or similar arrangements; and
(d) The Shareholder has duly executed and delivered this
Agreement.
Section 4. Specific Performance. The parties hereto agree that
irreparable damage would occur 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 the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of the
United States or any state thereof having jurisdiction, this being in addition
to any other remedy to which they are entitled at law or in equity.
Section 5. Notices. All notices, requests, claims, demands and
other communications hereunder shall be effective upon receipt, shall be in
writing and shall be delivered in person, by overnight courier service, or by
mail (registered or certified mail, postage prepaid, return receipt requested)
to the Shareholder at the address set forth below the Shareholder's name on the
signature page hereof and to the Company as set forth in the Merger Agreement
or to such other address as any party may have furnished to the other in
writing in accordance herewith.
Section 6. Binding Effect. This Agreement shall inure to the benefit
of and, subject to applicable law, be binding upon the parties hereto and their
respective heirs, personal representatives, successors and assigns.
Section 7. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, without giving
effect to the principles of conflict of laws thereof.
Section 8. Counterparts. This Agreement may be executed in two
counterparts, each of which shall be an original, but which together shall
constitute one and the same Agreement.
Section 9. Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction hereof.
Section 10. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
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Section 11. Amendment; Waiver. No amendment or waiver of any
provision of this Agreement or consent to departure therefrom shall be
effective unless in writing and signed by Acquiror and the Shareholder, in the
case of an amendment, or by the party which is the beneficiary of any such
provision, in the case of a waiver or a consent to departure therefrom.
Section 12. Entire Agreement. This Agreement sets forth the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, covenants, arrangements, communications,
representations and warranties, whether oral or written, by either party with
respect thereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto all as of the day and year first above written.
OLSTEN CORPORATION
By: /s/ ANTHONY J. PUGLISI
---------------------------------------
Name: Anthony J. Puglisi
Title: Senior Vice President
/s/ DON A. SANDERS
------------------------------------------
DONALD SANDERS
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