{"id":43781,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/voting-agreement-and-share-transfer-restriction-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"voting-agreement-and-share-transfer-restriction-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/voting-agreement-and-share-transfer-restriction-agreement.html","title":{"rendered":"Voting Agreement and Share Transfer Restriction Agreement &#8211; Global Crossing Ltd. and Frontier Corp. Shareholders"},"content":{"rendered":"<pre>\n                   SECOND REAFFIRMATION OF VOTING AGREEMENT\n                   AND SHARE TRANSFER RESTRICTION AGREEMENT\n\n\n     SECOND REAFFIRMATION OF VOTING AGREEMENT AND SHARE TRANSFER RESTRICTION\nAGREEMENT, dated as of September 2, 1999 (this 'Agreement'), to the Voting\nAgreement, dated as of March 16, 1999 (the 'Voting Agreement'), among certain\nshareholders (collectively, the 'Shareholders') of Global Crossing Ltd., a\ncompany formed under the laws of Bermuda ('Global'), Frontier Corporation, a\nNew York corporation (together with its successors and assigns, 'Frontier'),\nand Global.\n\n         A.      Simultaneously with their execution of the Voting Agreement,\nGlobal, Frontier and GCF Acquisition Corp. ('Merger Sub') entered into an\nAgreement and Plan of Merger (the 'Merger Agreement'), providing for, among\nother things, the merger of Merger Sub with and into Frontier (the 'Merger').\n\n         B.      Simultaneously with their execution of the Reaffirmation of\nVoting Agreement, dated as of May 16, 1999, Global, Frontier and Merger Sub\nentered into Consent and Amendment No. 1 to the Merger Agreement ('Amendment\nNo. 1').\n\n         C.      The parties intend concurrently with the execution of this\nAgreement to execute Amendment No. 2 ('Amendment No. 2') to the Merger\nAgreement, as amended by Amendment No. 1, in order to provide for certain\nchanges to the terms and conditions thereof.\n\n         D.      The parties to the Voting Agreement now desire to amend\ncertain provisions of the Voting Agreement in accordance with Section 4(c) of\nthe Voting Agreement.\n\n         E.      Each Shareholder beneficially owns shares of Common Stock,\npar value $.01 per share, of Global as set forth opposite such Shareholder's\nname on Exhibit A.  All such shares, together with any shares of capital\nstock of Global such Shareholder hereinafter acquires, are referred to herein\nas the 'Subject Shares'.\n\n         F.      The Shareholders and Global desire to enter into this\nAgreement to provide for, among other things, certain restrictions on the\nsale or other transfer of the record ownership or beneficial ownership, or\nboth, of the Subject Shares during the term of this Agreement.\n\n         G.      Capitalized terms not otherwise defined herein shall have\nthe meanings ascribed to them in the Voting Agreement.\n\n\n\n\n\n                                   AGREEMENT \n\n         NOW, THEREFORE, in consideration of the foregoing and the mutual\ncovenants and agreements herein contained, and intending to be legally bound\nhereby, the parties hereto hereby agree as follows:\n\n                 SECTION 1. Second Reaffirmation of Voting Agreement.\n\n                 1.1  Supplement.  Section 1(c) of the Voting Agreement is\nhereby supplemented by the following:  'Each Shareholder acknowledges receipt\nand review of a copy of  Amendment No. 2.'\n\n                 1.2  Second Reaffirmation.  Each Shareholder reaffirms its\nobligations under Section 1(a) of the Voting Agreement to be present, in\nperson or represented by proxy, at each meeting of shareholders of Global or\nin connection with any written consent and to vote (or cause to be voted) or\nto deliver a written consent (or cause a consent to be delivered) covering\nall the Subject Shares held by such Shareholder and all Voting Shares to\napprove the Share Issuance and the Global Charter Amendment and any action\nrequired in furtherance thereof and of the Merger and if applicable, the\nAlternative Merger, and against any action which would reasonably be expected\nto result in a failure of the conditions described in Section 6.3 of the\nMerger Agreement to be satisfied, all pursuant to the terms and conditions\nset forth in the Merger Agreement, as amended by Amendment No. 1 and\nAmendment No. 2.\n\n                 SECTION 2.  Covenants of the Shareholders. As between each\nof the Shareholders and Global the following agreements in this Section 2\nshall be applicable:\n\n                 2.1  Transfer of Subject Shares.  During the term of this\nAgreement, each Shareholder shall not transfer record ownership or beneficial\nownership, or both, of any Subject Shares; provided, that each Shareholder\nshall be permitted to transfer ownership of Subject Shares (i) in connection\nwith donations to charitable organizations, (ii) pledges or similar security\narrangements with third party lenders, (iii) if consented to, prior to the\nEffective Time, by Global and Frontier, (iv) if consented to, subsequent to\nthe Effective Time, by a committee (the 'Committee') of the Board of\nDirectors of Global consisting of one former representative of Frontier (the\n'Frontier Representative') and one Global member (such consent not to be\nunreasonably withheld), (v) in connection with a qualified or other domestic\nrelations order or other judicial order, and (vi) in connection with\ntransfers made solely for estate planning purposes, so long as the transferee\nagrees in writing to be bound by the terms of this Agreement.  For the\npurpose of this Agreement, the term 'transfer' means a sale, an assignment, a\ngrant, a transfer, or other disposition of any Subject Shares or any interest\nof any nature in any Subject Shares, including, without limitation, the\n'beneficial ownership' of such Subject Shares (as determined pursuant to\nRegulation 13D-G under the Securities Exchange Act of 1934, as amended).\n\n                                      -2-\n\n\n\nNothing herein shall affect the obligations of each Shareholder under Section\n2 of the Voting Agreement.\n\n                 2.2  Post Termination Sales.  Each Shareholder shall in good\nfaith work toward implementing a program with the purpose that, if and when\nany such  Shareholder determines to sell or otherwise transfer the Subject\nShares subsequent to the Termination Date, such sales or transfers would be\neffected in such a manner as to provide for an orderly trading market for\nshares of Global Common Stock.\n\n                 2.3  Further Assurances.  Each Shareholder shall execute and\ndeliver during the term of this Agreement, such further certificates,\nagreements and other documents as Global determines in its sole discretion\nare necessary or appropriate to implement the restrictions on transfer of the\nSubject Shares contained in Section 2.1 hereof.\n\n                 SECTION 3.  Representations and Warranties of the\nShareholders.  Each Shareholder severally represents and warrants to each of\nFrontier and Global as follows:\n\n                 3.1  Power and Authority.  Each Shareholder has all\nrequisite power and authority to execute and deliver and perform its\nobligations under this Agreement.\n\n                 3.2  Authorization; Contravention.  The execution and\ndelivery by each Shareholder of this Agreement and the performance by it of\nits obligations under this Agreement have,  (1) in the case of each\nShareholder that is a corporation, been duly authorized by all necessary\ncorporate action and  (2) do not and will not conflict with or result in a\nviolation pursuant to,  (A) in the case of each Shareholder that is a\ncorporation, any provision of its certificate of incorporation or bylaws, or\nsimilar organizational document, or (B) any loan or credit agreement, note,\nmortgage, bond, indenture, lease, benefit plan or other agreement,\nobligation, instrument, permit, concession, franchise, license, judgment,\norder, decree, statute, law, ordinance, rule or regulation applicable to such\nShareholder, the Subject Shares or any of such Shareholder's other properties\nor assets.\n\n                 3.3  Binding Effect.  This Agreement, when executed and\ndelivered by each Shareholder will constitute a valid and binding obligation\nof such Shareholder, enforceable against such Shareholder, in accordance with\nits terms, except as such enforceability may be limited by bankruptcy,\ninsolvency, reorganization, moratorium and similar laws relating to or\naffecting creditors' rights generally, by general equity principles\n(regardless of whether such enforceability is considered in a proceeding in\nequity or at law) or by an implied covenant of good faith and fair dealing.\n\n\n                                      -3-\n\n\n\n                 3.4  Ownership.  Each Shareholder is the record owner or\nbeneficial owner of the Subject Shares listed beside its name in Exhibit A,\nfree and clear of liens except with respect to pledges or other liens that\nsuch Shareholder would be entitled to effect or create as of the date of this\nAgreement pursuant to the second sentence of Section 2 of the Voting\nAgreement and in accordance with the terms thereof.  As of the date of this\nAgreement, each Shareholder does not own beneficially or of record any equity\nsecurities of Global other than the Subject Shares.  No Shareholder has\nappointed or granted any proxy which is still effective with respect to its\nSubject Shares.  Each Shareholder has sole voting power or power to direct\nthe vote of the Global Common Stock set forth beside its name on Exhibit A\nand on the record date and the date of the Global Shareholders Meeting at\nwhich the Share Issuance and the Global Charter Amendment and, if applicable,\nthe Alternative Merger, shall be presented for approval, each Shareholder\nwill have sole voting power or power to direct the vote of all such\nShareholder's Subject Shares.\n\n                 3.5  Litigation.  There is no action, suit, investigation,\ncomplaint or other proceeding pending against any Shareholder or, to the\nknowledge of any Shareholder, threatened against any Shareholder or any other\nentity or person that restricts in any material respect or prohibits (or, if\nsuccessful, would restrict or prohibit) performance by any party of its\nobligations under this Agreement.\n\n                 SECTION 4.  Miscellaneous Provisions.\n\n                 4.1  No Waivers; Remedies; Specific Performance.  \n\n                          4.1.1  No failure or delay by Frontier or Global, as\n                 the case may be, in exercising any right, power or privilege\n                 under this Agreement shall operate as a waiver of the right,\n                 power or privilege.  A single or partial exercise of any\n                 right, power or privilege shall not preclude any other or\n                 further exercise of the right, power or privilege or the\n                 exercise of any other right, power or privilege.  The rights\n                 and remedies provided in this Agreement shall be cumulative\n                 and not exclusive of any rights or remedies provided by law.\n\n                          4.1.2  In view of the uniqueness of the obligations\n                 contained in this Agreement and the fact that Frontier or\n                 Global, as the case may be, would not have an adequate\n                 remedy at law for money damages in the event that any\n                 obligation under this Agreement is not performed in\n                 accordance with its terms, each of the Shareholders\n                 therefore agrees that Frontier or Global, as the case may\n                 be, shall be entitled to specific enforcement of the terms\n\n\n                                      -4-\n\n\n\n                 of this Agreement in addition to any other remedy to which\n                 Global or Frontier may be entitled, at law or in equity.\n\n                 4.2  Amendments, etc.  No amendment, modification,\ntermination, or waiver of any provision of this Agreement, shall be effective\nunless it shall be in writing and signed and delivered by the Shareholder\nthereby affected and, with respect to matters relating to Section 1 hereof,\nby Frontier and Global, and, with respect to matters relating to Section 2\nhereof, by Global and Frontier if prior to the Effective Time, and by the\nCommittee if subsequent to the Effective Time, and then it shall be effective\nonly in the specific instance and for the specific purpose for which it is\ngiven.\n\n                 4.3  Successors and Assigns; Third Party Beneficiaries.\n\n                          4.3.1  No party shall assign any of its rights or\n                 delegate any of its obligations under this Agreement.  Any\n                 assignment or delegation in contravention of this Section\n                 4.3.1 shall be void ab initio and shall not relieve the\n                 assigning or delegating party of any obligation under this\n                 Agreement.\n\n                          4.3.2  The provisions of this Agreement shall be\n                 binding upon and inure solely to the benefit of the parties\n                 hereto, the express beneficiaries thereof (to the extent\n                 provided therein) and their respective permitted heirs,\n                 executors, legal representatives, successors and assigns,\n                 and no other person.\n\n                 4.4  Governing Law.  This Agreement and all rights,\nremedies, liabilities, powers and duties of the parties hereto, shall be\ngoverned in accordance with the laws of the State of New York without regard\nto principles of conflicts of laws.\n\n                 4.5  Severability of Provision.  If any term or other\nprovision of this Agreement is invalid, illegal or incapable of being\nenforced by any law or public policy, all other terms and provisions of this\nAgreement shall nevertheless remain in full force and effect so long as the\neconomic or legal substance of the transactions contemplated hereby is not\naffected in any manner materially adverse to any party.  Upon such\ndetermination that any term or other provision is invalid, illegal or\nincapable of being enforced, the parties shall negotiate in good faith to\nmodify this Agreement so as to effect the original intent of the parties as\nclosely as possible in an acceptable manner in order that the transactions\ncontemplated hereby are consummated as originally contemplated to the\ngreatest extent possible.\n\n\n                                      -5-\n\n\n\n                 4.6 Term.  This Agreement shall be effective as of the date\nspecified in the first paragraph of this Agreement, and shall terminate upon\nthe first to occur of (i) that date which is six months after the Effective\nTime of the Merger and (ii) the termination of the Merger Agreement pursuant\nto Section 7.1 thereof (the 'Termination Date').\n\n                 4.7  Survival.  Each representation, warranty or covenant\nshall remain in full force and effect until the Termination Date.\n\n                 4.8  Submission to Jurisdiction; Waiver.  Each Shareholder\nand Global irrevocably agrees that any legal action or proceeding with\nrespect to this Agreement may be brought and determined in the courts of the\nState of New York, and each Shareholder, Frontier and Global hereby\nirrevocably submit with regard to any such action or proceeding for itself\nand in respect to its property, generally and unconditionally, to the non-\nexclusive jurisdiction of the aforesaid courts.  Each Shareholder, Frontier\nand Global hereby irrevocably waives, and agrees not to assert, by way of\nmotion, as a defense, counterclaim or otherwise, in any action or proceeding\nwith respect to this Agreement, (a) any claim that it is not personally\nsubject to the jurisdiction of the above-named courts for any reason other\nthan the failure to serve process in accordance with this Section 4.8, (b)\nthat it or its property is exempt or immune from jurisdiction of any such\ncourt or from any legal process commenced in such courts (whether through\nservice of notice, attachment prior to judgment, attachment in aid of\nexecution of judgment, execution of judgment or otherwise), and (c) to the\nfullest extent permitted by applicable law, that (i) the suit, action or\nproceeding in any such court is brought in an inconvenient forum, (ii) the\nvenue of such suit, action or proceeding is improper and (iii) this\nAgreement, or the subject matter hereof, may not be enforced in or by such\ncourts.  This Agreement does not involve less than $250,000 and the parties\nintend that Section 5-1401 of the New York General Obligations will apply to\nthis Agreement.\n\n                 4.9  Waiver of Jury Trial.  Each party,  as a condition of\nits right to enforce or defend any right under or in connection with this\nAgreement, waives any right to a trial by jury in any action to enforce or\ndefend any right under this Agreement and agrees that any action shall be\ntried before a court and not before a jury.\n\n                 4.10  Counterparts.  This Agreement may be signed in any\nnumber of counterparts, each of which shall be an originals, with the same\neffect as if all signatures were on the same instrument.\n\n\n\n\n\n\n                                      -6-\n\n\n\n         IN WITNESS WHEREOF, the parties have executed and delivered this\nagreement as of the date first written above.\n\n                                       FRONTIER CORPORATION\n\n                                       By:      \/s\/ Joseph P. Clayton\n                                                    Joseph P. Clayton\n                                                Chief Executive Officer\n\n                                       GLOBAL CROSSING LTD.\n\n                                       By:      \/s\/ Thomas J. Casey\n                                                Thomas J. Casey\n                                                Vice Chairman\n\n                                       BROWN LIVING TRUST\n                                       RIDGESTONE CORP.\n\n                                       By:      \/s\/ Abbott L. Brown\n                                                Abbott L. Brown\n\n                                       GALENIGHT CORP.\n\n                                       By:      \/s\/ Barry Porter\n                                                Barry Porter\n\n                                       CONTINENTAL CASUALTY \n                                         CORPORATION\n                                       CONTINENTAL CASUALTY CORP.\n                                       DESIGNATED HIGH YIELD FUND\n\n                                       By:      \/s\/ Hillel Weinberger\n                                                Hillel Weinberger\n\n                                       GLOBAL CROSSING TRUST 1998\n\n                                       By:      \/s\/ Hillel Weinberger\n                                                Hillel Weinberger, as Trustee\n\n                                       GLOBAL CROSSING PARTNERS\n\n                                       By:      \/s\/ Hillel Weinberger\n                                                Hillel Weinberger, \n                                                as general partner\n\n\n\n-\n\n\n\n                                      CIBC WG ARGOSY MERCHANT FUND 3, LP\n                                      CIBC WOOD GUNDY CAPITAL (SFC) INC.\n                                      CO-INVESTMENT MERCHANT FUND, LLC\n                                      GLOBAL CROSSING LTD., LDC\n                                      CANADIAN IMPERIAL BANK OF \n                                      COMMERCE\n\n                                      By:      \/s\/ Jay R. Bloom\n                                               Jay R. Bloom\n\n                                      DAVID AND ELLEN LEE FAMILY TRUST\n\n                                      By:      \/s\/ David Lee\n                                               David Lee, Trustee\n\n                                      SAN PASQUAL CORP.\n\n                                      By:      \/s\/ David Lee\n                                               David Lee\n\n                                      PACIFIC CAPITAL GROUP, INC.\n\n                                      By:      \/s\/ Gary Winnick\n                                               Gary Winnick\n\n                                      GKW UNIFIED HOLDINGS, LLC\n\n                                      By:      Pacific Capital Group, Inc.\n                                               Manager\n\n                                      By:      \/s\/ Gary Winnick\n                                                   Gary Winnick\n\n\n                                      MRCo, Inc.\n\n                                      By:      \/s\/ Michael R. Steed\n                                               Michael R. Steed\n\n\n                                              \/s\/ Abbott L. Brown\n                                              Abbott L. Brown\n\n\n                                             \/s\/ Barry Porter\n                                             Barry Porter\n\n\n\n                                      -2-\n\n\n\n                                          \/s\/ David L. Lee\n                                          David L. Lee\n\n\n                                         \/s\/ Gary Winnick\n                                         Gary Winnick\n\n\n                                         \/s\/ Lodwrick M. Cook\n                                         Lodwrick M. Cook\n\n\n                                         \/s\/ Hillel Weinberger\n                                         Hillel Weinberger\n\n\n                                         \/s\/ Jay R. Bloom\n                                         Jay R. Bloom\n\n\n                                         \/s\/ Michael R. Steed\n                                         Michael R. Steed\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                      -3-\n\n\n\n                                   EXHIBIT A\n\n                                         \n                                Shares              \n                             Beneficially            Share            Vote\n                                 Held                Ownership       Percentage\n\n\nGary Winnick                 87,591,172              21.22%           9.50% \n\nCIBC(Including Jay           88,198,248              21.37%          24.59% \nR. Bloom and\nMichael R. Steed)\n\nMRCo                         30,109,522               7.30%           8.40% \nContinental                  36,442,735               8.83%           9.50% \n\nBarry Porter                 17,063,809               4.13%           4.75% \n\nDavid Lee                    18,559,028               4.50%           5.18% \n\nAbbott Brown                 10,460,679               2.53%           2.91% \nLod Cook                      3,324,169               0.81%           0.93% \n\nHillel Weinberger             2,245,674               0.54%                  \n\nTotal                       293,995,036              71.23%           65.76%*\n\nTotal Company:              412,732,100\n\n*Excluding shares beneficially held by Hillel Weinberger\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                      -1-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7648],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9622,9626],"class_list":["post-43781","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-global-crossing-ltd","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43781","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43781"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43781"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43781"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43781"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}