{"id":43982,"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-u-s-west-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"voting-agreement-u-s-west-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/voting-agreement-u-s-west-inc.html","title":{"rendered":"Voting Agreement &#8211; U S West Inc."},"content":{"rendered":"<pre>                                VOTING AGREEMENT\n\n     Agreement dated as of July 18, 1999 among each of the shareholders listed\non the signature page hereto (each, a 'Shareholder') and U S WEST, Inc., a\nDelaware corporation (the 'Company').\n\n     (A) Capitalized terms used herein and not otherwise defined shall have the\nmeaning assigned such terms in the Agreement and Plan of Merger dated as of\nJuly 18, 1999 between the Company and Qwest Communications International Inc.\n('Qwest') (the 'Merger Agreement').\n\n     (B) U S WEST has agreed to enter into the Merger Agreement only if the\nparties hereto enter into this Voting Agreement.\n\n     Accordingly, the parties hereto agree as follows:\n\n     1. Representations and Warranties of Each Shareholder. Each Shareholder\nhereby represents and warrants, severally and not jointly, to the Company, with\nrespect to itself, as follows:\n\n     (a) Title. As of July 12, 1999, such Shareholder beneficially owns the\nnumber of shares, or warrants to acquire such shares, as the case may be, set\nforth after such Shareholders name on Exhibit A attached hereto, of common\nstock, $0.01 par value per share, of Qwest (with respect to each Shareholder,\nthe shares of common stock of Qwest beneficially owned by such Shareholder or\nwarrants to acquire common stock of Qwest beneficially owned by such\nShareholder, or shares of common stock of Qwest into which options or warrants\nbeneficially owned by such Shareholder is exercisable, as the case may be,\nspecified after such Shareholders name on Exhibit A hereto shall be referred to\nherein as the 'Shares'). Such Shareholder owns the Shares free and clear of all\nliens, claims, options, charges or other encumbrances.\n\n     (b) Right to Vote. Such Shareholder has (subject only in the case of\nwarrants or options to the exercise of such warrants or options into shares of\ncommon stock of Qwest) full legal power, authority and right to vote all Shares\nin favor of approval and adoption of the Merger Agreement and the transactions\ncontemplated by the Merger Agreement without the consent or approval of, or any\nother action on the part of, any other person or entity. Without limiting the\ngenerality of the foregoing, except for this Agreement or as otherwise\npermitted by this Agreement, such Shareholder has not entered into any voting\nagreement with any person or entity with respect to any Shares, granted any\nperson or entity any proxy (revocable or irrevocable) or power of attorney with\nrespect to any Shares, deposited any Shares in a voting trust or entered into\nany arrangement or agreement with any person or entity limiting or affecting\nits legal power, authority or right to vote the Shares in favor of the\ntransactions contemplated by the Merger Agreement. As of the date of the Qwest\nStockholders Meeting, except for this Agreement or as otherwise permitted by\nthis Agreement and, with respect to warrants or options\n\n\n\n\n\nwhich constitute Shares, subject only to the exercise of such warrants or\noptions into shares of common stock of Qwest, such Shareholder will have full\nlegal power, authority and right to vote all Shares beneficially owned by such\nShareholder in favor of the approval of the transactions contemplated by the\nMerger Agreement without the consent or approval of, or any other action on the\npart of, any other person or entity. From and after the date hereof, except as\notherwise permitted by this Agreement, such Shareholder will not commit any act\nthat could restrict or otherwise affect such legal power, authority and right\nto vote all Shares in favor of the transactions contemplated by the Merger\nAgreement. Without limiting the generality of the foregoing, except as\notherwise permitted by this Agreement, from and after the date hereof, such\nShareholder will not enter into any voting agreement with any person or entity\nwith respect to any of the Shares, grant any person or entity any proxy\n(revocable or irrevocable) or power of attorney with respect to any of the\nShares, deposit any of the Shares in a voting trust or otherwise enter into any\nagreement or arrangement limiting or affecting such Shareholders legal power,\nauthority or right to vote the Shares in favor of the approval of the\ntransactions contemplated by the Merger Agreement (other than this Agreement).\n\n     (c) Authority. Such Shareholder has full legal power, authority and right\nto execute and deliver, and to perform its obligations under, this Agreement.\nThis Agreement has been duly and validly executed and delivered by such\nShareholder and constitutes a valid and binding agreement of such Shareholder\nenforceable against such Shareholder in accordance with its terms, subject to\n(i)bankruptcy, insolvency, moratorium and other similar laws now or hereafter\nin effect relating to or affecting creditors rights generally and (ii)general\nprinciples of equity (regardless of whether considered in a proceeding at law\nor in equity).\n\n     (d) Conflicting Instruments. Neither the execution and delivery of this\nAgreement nor the performance by such Shareholder of its agreements and\nobligations hereunder will result in any breach or violation of, or be in\nconflict with or constitute a default under, any term of any agreement,\njudgment, injunction, order, decree, law, regulation or arrangement to which\nsuch Shareholder is a party or by which such Shareholder (or any of its assets)\nis bound, except for any such breach, violation, conflict or default which,\nindividually or in the aggregate, would not impair or affect such Shareholders\nability to perform its obligations under this Agreement.\n\n     2. Restriction on Transfer; Other Restrictions. Such Shareholder shall not\ntransfer (as defined below) record ownership or beneficial ownership, or both,\nof any Shares, except in each case to the extent permitted below. Such\nShareholder may transfer record ownership or beneficial ownership, or both, of\nany Shares, and the Shares so transferred shall cease to be subject to this\nAgreement; provided that if, as a result of such transfer, less than the\nMinimum Amount (as defined below) would be subject to this Agreement, then the\nPerson to whom record ownership or beneficial ownership, or both, of such\ntransferred shares shall be transferred shall execute and deliver to the\nCompany an agreement reasonably acceptable to the Company by which such\ntransferee agrees that such transferred shares shall be Shares that are subject\nto this Agreement and agrees to be bound by Sections 2, 3 and 4 of this\nAgreement with respect to such transferred shares. For the purposes of this\nAgreement, the term (x) 'transfer' means a sale, an assignment, a grant, a\ntransfer, a pledge, the creation of a lien or other disposition of any Shares\nor any interest of any nature in any Shares, including, without limitation, the\nbeneficial ownership of such Shares and (y) 'Minimum Amount' means\n\n                                      -2-\n\n\n\n\n250,000,000 shares of Qwest Common Stock; provided that if prior to the\ntermination of this Agreement the number of outstanding shares of Qwest Common\nStock shall be changed into a different number of shares by reason of any\nreclassification, recapitalization, split-up, combination or exchange of\nshares, or if any dividend payable in stock or other securities shall be\ndeclared on the Qwest common stock with a record date prior to the date of\ntermination of this Agreement, then the Minimum Amount shall be adjusted\naccordingly.\n\n     (a) Notwithstanding anything in this Agreement to the contrary, such\nShareholder may pledge, or otherwise grant security in respect of, any Shares\nheld by such Shareholder in connection with any bona fide lending or hedging or\nother financing transaction entered into by such Shareholder and, upon any\nforeclosure or other exercise of remedies in respect of such Shares, none of\nthe restrictions under this Agreement shall apply to such Shares or any Person\nexercising such remedies or acquiring any interest in such Shares.\n\n     (b) Except as otherwise specifically provided herein, such Shareholder\nfurther agrees not to take any action which may reasonably be expected to\neffect, change or manipulate the trading prices of Qwest common stock.\n\n     3. Agreement to Vote of Shareholder. Such Shareholder hereby irrevocably\nand unconditionally agrees to vote or to cause to be voted all Shares at the\nQwest Stockholders Meeting and at any other annual or special meeting of\nshareholders of Qwest or action by written consent where such matters arise\n(a)in favor of the adoption of the Merger Agreement and the transactions\ncontemplated by the Merger Agreement, (b) against (i) approval of any proposal\nmade in opposition to or in competition with the Merger or any of the other\ntransactions contemplated by the Merger Agreement, (ii) any merger,\nconsolidation, sale of assets, business combination, share exchange,\nreorganization or recapitalization of Qwest or any of its subsidiaries, with or\ninvolving any party other than the Company, (iii) any liquidation or winding up\nof Qwest, (iv) any extraordinary dividend by Qwest, (v) any change in the\ncapital structure of Qwest (other than pursuant to the Merger Agreement) and\n(vi) any other action that may reasonably be expected to impede, interfere with,\ndelay, postpone or attempt to discourage the Merger or the other transactions\ncontemplated by the Merger Agreement or result in a breach of any of the\ncovenants, representations, warranties or other obligations or agreements of\nQwest under the Merger Agreement which would materially and adversely affect\nQwest or its ability to consummate the transactions contemplated by the Merger\nAgreement and (c) in favor of the election of directors of Qwest, as the\nsurviving corporation, contemplated by Section 2.07 of the Merger Agreement at\neach meeting of the stockholders of Qwest, as the surviving corporation, where\nsuch directors are nominated subsequent to the Effective Time. The obligations\nof the Shareholders specified in this Section 3 shall apply whether or not the\nBoard of Directors of Qwest makes a Qwest Subsequent Determination.\n\n     4. Satisfaction of Conditions to the Mergers. Each of the Shareholders\nshall assist and cooperate with the parties to the Merger Agreement in doing\nall things necessary, proper or advisable under applicable law as promptly as\npracticable to consummate and make effective the Mergers and the other\ntransactions contemplated by the Merger Agreement and such Shareholder shall\nnot take any action that would or is reasonably likely to result in any of the\nrepresentations and warranties set forth in this Agreement being untrue or in\nany of the conditions set forth in Article 7 of the Merger Agreement not being\nsatisfied.\n\n\n                                      -3-\n\n\n\n\n     5. Invalid Provisions. If any provision of this Agreement shall be invalid\nor unenforceable under applicable law, such provision shall be ineffective to\nthe extent of such invalidity or unenforceability only, without it affecting\nthe remaining provisions of this Agreement.\n\n     6. Additional Shares. If, after the date hereof, such Shareholder acquires\nbeneficial ownership of any additional shares of capital stock of Qwest (any\nsuch shares, 'Additional Shares'), including, without limitation, upon exercise\nof any option, warrant or right to acquire Shares of capital stock of Qwest or\nthrough any stock dividend or stock split, the provisions of this Agreement\napplicable to the Shares shall be applicable to such Additional Shares as if\nsuch Additional Shares had been Shares as of the date hereof. The provisions of\nthe immediately preceding sentence shall be effective with respect to\nAdditional Shares without action by any person or entity immediately upon the\nacquisition by any Shareholder of beneficial ownership of such Additional\nShares.\n\n     7. Executed in Counterparts. This Agreement may be executed in\ncounterparts each of which shall be an original with the same effect as if the\nsignatures hereto and thereto were upon the same instrument.\n\n     8. Specific Performance. The parties hereto agree that if for any reason\nany Shareholder fails to perform any of its agreements or obligations under\nthis Agreement irreparable harm or injury to the Company would be caused if or\nwhich money damages would not be an adequate remedy. Accordingly, such\nShareholder agrees that, in seeking to enforce this Agreement against such\nShareholder, the Company shall be entitled, in addition to any other remedy\navailable at law, equity or otherwise, to specific performance and injunctive\nand other equitable relief. The provisions of this Section 8 are without\nprejudice to any other rights or remedies, whether at law or in equity, that\nthe Company may have against such Shareholder for any failure to perform any of\nits agreements or obligations under this Agreement.\n\n     9. Governing Law. This Agreement shall be governed by and construed in\naccordance with the laws of the State of Delaware without giving effect to the\nprinciples of conflicts of laws thereof.\n\n     10. Amendments; Termination.(a) This Agreement may not be modified,\namended, altered or supplemented, except upon the execution and delivery of a\nwritten agreement executed by the parties hereto.\n\n     (b) The provisions of this Agreement (other than Section 3(c)) shall\nterminate upon the earliest to occur of (i)the consummation of the Merger,\n(ii)the date which is two years after the date hereof, (iii)the termination of\nthe Merger Agreement if, but only if, the Merger Agreement is terminated solely\nfor reasons that are not directly or indirectly related to the commencement of,\nor any Persons direct or indirect indication of interest in making, a Qwest\nSuperior Proposal or (iv)the termination of the Merger Agreement by U S WEST.\nSection 3(c) of this Agreement shall terminate on the date which is three years\nafter the date hereof.\n\n     (c) For purposes of this Agreement, the term 'Merger Agreement' includes\nthe Merger Agreement, as the same may be modified or amended from time to time,\nother than a\n\n                                      -4-\n\n\n\n\nmodification or amendment to the Merger Agreement changing the Merger\nConsideration or otherwise materially adversely affecting the rights of Qwest\nshareholders.\n\n     11. Successors and Assigns. The provisions of this Agreement shall be\nbinding upon and inure to the benefit of the parties hereto and their\nrespective legal successors (including, in the case of such Shareholder or any\nother individual, any executors, administrators, estates, legal representatives\nand heirs of such Shareholder or such individual) and permitted assigns;\nprovided that, except as otherwise provided in this Agreement, no party may\nassign, delegate or otherwise transfer any of its rights or obligations, under\nthis Agreement.\n\n\n                                      -5-\n\n\n\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthis 18th day of July, 1999.\n\n\n                                    U S WEST, INC.\n\n\n\n                                    By: \/s\/ Solomon D. Trujillo\n                                        ----------------------------------\n                                       Name: Solomon D. Trujillo\n                                             -----------------------------\n                                       Title: Chairman, President and\n                                              Chief Executive Officer\n                                              ----------------------------\n\n\n\n                                    ANSCHUTZ FAMILY INVESTMENT COMPANY LLC\n\n\n\n                                    By: \/s\/ Craig D. Slater\n                                        ----------------------------------\n                                       Name: Craig D. Slater\n                                             -----------------------------\n                                       Title: Executive Vice President \n                                              -----------------------------\n\n\n\n                                    ANSCHUTZ COMPANY\n\n\n\n                                    By: \/s\/ Craig D. Slater\n                                        ----------------------------------\n                                       Name: Craig D. Slater\n                                             -----------------------------\n                                       Title: Executive Vice President \n                                              -----------------------------\n\n\n\n\n\n\n\n                                                                       EXHIBIT A\n\n\n\n\n\nShareholder Name                                Amount of Shares\n----------------                                ----------------\n\n\nAnshutz Company                                 287,089,328\n\n\nAnschutz Family Investment                      17,200,000 shares issuable\nCompany LLC                                     upon exercise of a warrant\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8630],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9629,9633],"class_list":["post-43982","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-qwest-communications-international-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43982","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=43982"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43982"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43982"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43982"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}