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Exhibit 99.2
EXECUTION COPY
STOCKHOLDER VOTING AGREEMENT
STOCKHOLDER VOTING AGREEMENT,
dated as of December 1, 2006 (the "Agreement"), among Marshall
& Ilsley Corporation, a Wisconsin corporation (the "Company")
and the persons listed on Schedule I hereto (each a
"Stockholder" and, collectively, the "Stockholders").
R E C I T A L S:
WHEREAS, concurrently with the
execution and delivery of this Agreement, the Company and United
Heritage Bankshares of Florida, Inc., a Florida corporation (the
"Seller"), are entering into an Agreement and Plan of Merger (the
"Merger Agreement"), which provides, among other things, for the
merger of the Seller with and into the Company (the "Merger"), all
on the terms and subject to the conditions set forth in the Merger
Agreement; and
WHEREAS, as an inducement and a
condition to entering into the Merger Agreement, the Company has
required that the Stockholders agree, and each Stockholder has
agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and agreements set forth
herein, the parties hereto agree as follows:
1. Definitions .
Terms used and not defined herein, but defined in the Merger
Agreement, shall have the respective meanings ascribed to them in
the Merger Agreement.
2. Voting .
(a) Each Stockholder shall, at any
meeting of the stockholders of the Seller, however called, or in
connection with any written consent of the stockholders of the
Seller, vote (or cause to be voted) all Shares then held of record
or beneficially owned by such Stockholder (to the extent the
Stockholder has the right to vote or direct the voting of such
Shares) (i) in favor of the Merger, the execution and delivery
by the Seller of the Merger Agreement and the approval of the terms
thereof and each of the other actions contemplated by the Merger
Agreement and this Agreement and any actions required in
furtherance thereof and hereof and (ii) against any proposal
relating to an Acquisition Proposal and against any action or
agreement that would impede, frustrate, prevent or nullify this
Agreement, or result in a breach in any respect of any covenant,
representation or warranty or any other obligation or agreement of
the Seller under the Merger Agreement or which would result in any
of the conditions set forth in Article VII of the Merger
Agreement not being fulfilled. Notwithstanding any other provision
of this Agreement to the contrary, the Stockholder shall be
permitted to vote such Shares in favor of a Superior Offer that is
submitted for approval by the stockholders of the Seller if all of
the following shall have occurred: (a) the Seller’s
Board of Directors has approved such Superior Offer and recommended
such Superior Offer to the Seller’s stockholders in
accordance with Section 4.4 of the Merger Agreement,
(b) the Merger Agreement has been terminated in accordance
with Section 8.1(h) of the Merger
Agreement, and (c) the Seller has paid the Termination Fee
to the Company in accordance with Section 8.3(b)(i) of the Merger
Agreement.
(b) Each Stockholder hereby
covenants and agrees that, except as contemplated by this Agreement
and the Merger Agreement, such Stockholder shall not (i) offer
to transfer (which term shall include, without limitation, any
sale, tender, gift, pledge, assignment or other disposition),
transfer or consent to any transfer of, any or all of the Shares
beneficially owned by such Stockholder (to the extent the
Stockholder has the right to dispose of or direct the disposition
of such Shares) or any interest therein without the prior written
consent of the Company, such consent not to be unreasonably
withheld in the case of a gift or similar estate planning
transaction (it being understood that the Company may decline to
consent to any such transfer if the Person acquiring such Shares
does not agree to take such Shares subject to the terms of this
Agreement), (ii) enter into any option or other Contract with
respect to any transfer of any or all of such Shares or any
interest therein except as permitted in clause (i),
(iii) grant any proxy, power-of-attorney or other
authorization or consent in or with respect to such Shares except
to vote the Shares in accordance with the terms of this Agreement,
(iv) deposit such Shares into a voting trust or enter into a
voting agreement or arrangement with respect to such Shares, or
(v) subject to Section 6 hereof, take any other action
that would make any representation or warranty of such Stockholder
contained herein untrue or incorrect in any material respect or in
any way restrict, limit or interfere in any material respect with
the performance of such Stockholder’s obligations hereunder
or the transactions contemplated hereby or by the Merger
Agreement.
(c) Subject to Section 6
hereof, each Stockholder hereby agrees that such Stockholder
(i) shall not, directly or indirectly, encourage, solicit,
initiate or participate in any way in any discussions or
negotiations with, or provide any information to, or afford any
access to the properties, books or records of the Seller or any
Seller Subsidiaries to, or otherwise take any other action to
assist or facilitate, any Person or group (other than the Company
or any affiliate or associate of the Company) concerning any
Acquisition Proposal, (ii) upon execution of this Agreement,
will immediately cease any existing activities, discussions or
negotiations conducted heretofore with respect to any Acquisition
Proposal, and (iii) will immediately communicate to the
Company the terms of any Acquisition Proposal (or any discussion,
negotiation or inquiry with respect thereto) and the identity of
the Person making such Acquisition Proposal or inquiry which such
Stockholder may receive.
(d) Subject to the terms and
conditions of this Agreement, each of the parties hereto agrees to
use all reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary,
proper or advisable under applicable Laws to consummate and make
effective the transactions contemplated by this Agreement and the
Merger Agreement. Each party shall promptly consult with the other
and provide any necessary information and material with respect to
all filings made by such party with any Governmental Authority in
connection with this Agreement and the transactions contemplated
hereby and the Merger Agreement.
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(e) To the fullest extent
permitted by applicable Law, each Stockholder hereby waives any
rights of appraisal or rights to dissent from the Merger that such
Stockholder may have.
3. Representations and
Warranties of Each Stockholder . Each Stockholder hereby
represents and warrants, severally and not jointly, to the Company
as follows:
(a) Such Stockholder owns
individually and beneficially the Shares set forth opposite such
Stockholder’s name on Schedule I . Such
Shares constitute all of the shares owned individually and
beneficially by such Stockholder on the date hereof. Such
Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in
Section 2 hereof, sole power of disposition, sole power to
demand and waive appraisal rights and sole power to agree to all of
the matters set forth in this Agreement, in each case with respect
to all of such Shares listed in Schedule I with
no limitations, qualifications or restrictions on such rights,
subject to applicable securities laws and the terms of this
Agreement.
(b) Such Stockholder has the power
and authority to enter into and perform all of such
Stockholder’s obligations under this Agreement. This
Agreement has been duly and validly executed and delivered by such
Stockholder and constitutes a legal, valid and binding agreement of
such Stockholder, enforceable against such Stockholder in ac
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