Exhibit 10.1
SHAREHOLDER AGREEMENT
dated as of February 14 ,
2007 (this “ Agreement ”), by and between
Equifax Inc., a Georgia corporation (“ Parent
”), and William W. Canfield (“ Shareholder
”).
WHEREAS , Parent, Chipper Corporation, a Missouri
corporation and a wholly owned subsidiary of Parent (“
Merger Sub ”), and TALX Corporation, a Missouri
corporation (the “ Company ”), propose to enter
into an Agreement and Plan of Merger dated as of the date hereof
(as the same may be amended or supplemented, the “ Merger
Agreement; ” terms used but not defined herein shall have
the meanings set forth in the Merger Agreement) providing for the
merger of the Company with and into Merger Sub (the “
Merger ”), upon the terms and subject to the
conditions set forth in the Merger Agreement;
WHEREAS , Shareholder owns the number of shares of
capital stock of the Company set forth on Schedule A hereto
(such shares of capital stock of the Company being referred to
herein as Shareholder’s “ Original Shares
;” the Original Shares, together with any other shares of
capital stock of the Company or other voting securities of the
Company acquired by Shareholder after the date hereof and during
the term of this Agreement (including through the exercise of any
warrants, stock options or similar instruments), being collectively
referred to herein as Shareholder’s “ Subject
Shares ”); and
WHEREAS , as a condition to its willingness to enter
into the Merger Agreement, Parent has required that Shareholder
enter into this Agreement.
NOW, THEREFORE
, in consideration of the foregoing
the representations, warranties, covenants and agreements set forth
herein and in the Merger Agreement, the parties hereto, intending
to be legally bound, agree as follows:
1.
Representations and Warranties of Shareholder .
Shareholder hereby represents and warrants to Parent as of the date
hereof as follows:
(a)
Execution and Delivery; Enforceability . This
Agreement has been duly executed and delivered by Shareholder and,
assuming the due authorization, execution and delivery by Parent,
constitutes a valid and binding obligation of Shareholder,
enforceable against Shareholder in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar Laws of general
applicability relating to or affecting creditors’ rights and
to general equity principles. The execution and delivery of
this Agreement and the consummation of the transactions
contemplated hereby and compliance by Shareholder with the
provisions hereof do not and will not conflict with, or result in
any violation or breach of, or default (with or without notice or
lapse of time, or both) under, or give rise to a right of, or
result in, termination, cancellation or acceleration of any
obligation or to loss of a material benefit under, or result in the
creation of any Lien in or upon any of the properties or assets of
Shareholder under, or give rise to any increased, additional,
accelerated or guaranteed rights or entitlements under, any
provision of (i) any Contract to which Shareholder is a party or
any of the properties or assets of Shareholder is subject or (ii)
subject to the governmental filings and other matters referred to
in the following sentence, any (A) statute, law, ordinance, rule or
regulation or (B) any judgment, order or decree, in each case,
applicable to Shareholder or his properties or assets, other than
any such conflicts, violations, breaches, defaults, rights,
losses,
Liens or entitlements that
individually or in the aggregate would not reasonably be expected
to impair in any material respect the ability of Shareholder to
perform his obligations under this Agreement or prevent or
materially impede, interfere with, hinder or delay the consummation
of any of the transactions contemplated by this Agreement. No
consent, approval, order or authorization of, or registration,
declaration or filing with, any Governmental Entity is required by
or with respect to Shareholder in connection with the execution and
delivery of this Agreement by Shareholder, the consummation by
Shareholder of the transactions contemplated by this Agreement or
the compliance by Shareholder with the provisions of this
Agreement, except for (1) filings under the HSR Act and any other
applicable competition, merger control, antitrust or similar law,
(2) filings with the SEC of such reports under the Exchange Act as
may be required in connection with this Agreement and the
transactions contemplated hereby and (3) such other consents,
approvals, orders, authorizations, registrations, declarations and
filings the failure of which to be obtained or made individually or
in the aggregate would not reasonably be expected to impair in any
material respect the ability of Shareholder to perform his
obligations under this Agreement or prevent or materially impede,
interfere with, hinder or delay the consummation of any of the
transactions contemplated by this Agreement.
(b)
Ownership of Shares . Shareholder is the record and
beneficial owner of, or is trustee of a trust that is the record
holder of, and whose beneficiaries are the beneficial owners of,
and has good and marketable title to, Shareholder’s Original
Shares, free and clear of any Liens. Other than as set forth
on Schedule A hereto, Shareholder does not own (of record or
beneficially) any shares of capital stock of the Company or any
options, warrants, rights or other similar instruments to acquire
any capital stock or other voting securities of the Company.
Shareholder has the sole right to vote and Transfer (as defined in
Section 3(c) ) Shareholder’s Original Shares, and none
of such Original Shares is subject to any voting trust or other
agreement, arrangement or restriction with respect to the voting or
the Transfer of such Original Shares that would in any way limit
the ability of Shareholder to perform his obligations under this
Agreement.
2.
Representations and Warranties of Parent . Parent
hereby represents and warrants to Shareholder as follows: Parent
has the requisite corporate power and authority to execute and
deliver this Agreement, to consummate the transactions contemplated
by this Agreement and to comply with the provisions of this
Agreement. The execution and delivery of this Agreement by
Parent, the consummation by Parent of the transactions contemplated
by this Agreement and the compliance by Parent with the provisions
of this Agreement have been duly authorized by all necessary
corporate action on the part of Parent and no other corporate
proceedings on the part of Parent are necessary to authorize this
Agreement or to consummate the transactions contemplated by this
Agreement. This Agreement has been duly executed and
delivered by Parent and, assuming the execution and delivery by
Shareholder, constitutes a valid and binding obligation of Parent,
enforceable against Parent in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar Laws of general applicability relating to or
affecting creditors’ rights and to general equity
principles. The execution and delivery of this Agreement and
the consummation of the transactions contemplated by this Agreement
and compliance by Parent with the provisions of this Agreement do
not and will not conflict with, or result in any violation or
breach of, or default (with or without notice or lapse of time, or
both) under, or give rise to a right of, or result in, termination,
cancellation or acceleration of any obligation or to loss of a
material benefit under,
2
or result in the creation of any
Lien in or upon any of the properties or assets of Parent under, or
give rise to any increased, additional, accelerated or guaranteed
rights or entitlements under, any provision of (i) the Articles of
Incorporation or Bylaws of Parent, (ii) any Contract to which
Parent is a party or any of its properties or assets is subject or
(iii) subject to the governmental filings and other matters
referred to in the following sentence, any (A) statute, law,
ordinance, rule or regulation or (B) any judgment, order or decree,
in each case, applicable to Parent or its properties or assets,
other than, in the case of clauses (ii) and (iii), any such
conflicts, violations, breaches, defaults, rights, losses, Liens or
entitlements that individually or in the aggregate would not
reasonably be expected to impair in any material respect the
ability of Parent to perform its obligations under this Agreement
or prevent or materially impede, interfere with, hinder or delay
the consummation of any of the transactions contemplated by this
Agreement. No consent, approval, order or authorization of,
or registration, declaration or filing with, any Governmental
Entity is required by or with respect to Parent in connection with
the execution and delivery of this Agreement by Parent, the
consummation by Parent of the transactions contemplated by this
Agreement or the compliance by Parent with the provisions of this
Agreement, except for (1) filings under the HSR Act and any other
applicable competition, merger control, antitrust or similar law,
(2) filings with the SEC of such reports under the Exchange Act as
may be required in connection with this Agreement and the
transactions contemplated hereby and (3) such other consents,
approvals, orders, authorizations, registrations, declarations and
filings the failure of which to be obtained or made individually or
in the aggregate would not reasonably be expected to impair in any
material respect the ability of Parent to perform its obligations
under this Agreement or prevent or materially impede, interfere
with, hinder or delay the consummation of any of the transactions
contemplated by this Agreement.
3.
Covenants of Shareholder . Shareholder agrees as
follows:
(a)
At any meeting of the shareholders of the Company called to vote
upon the Merger Agreement, the Merger or any of the other
transactions contemplated by the Merger Agreement, or at any
adjournment thereof, or in any other circumstances upon which a
vote, consent, adoption or other approval (including by written
consent solicitation) with respect to the Merger Agreement, the
Merger or any of the other transactions contemplated by the Merger
Agreement is sought, Shareholder shall vote (or cause to
be
