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Exhibit
99.2
EXECUTION
COPY
STOCKHOLDER VOTING
AGREEMENT
STOCKHOLDER VOTING AGREEMENT, dated as of December 4, 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.
(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 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 accordance wit
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