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EXHIBIT 2.2 VOTING AGREEMENT

Voting Agreement

EXHIBIT 2.2   VOTING AGREEMENT | Document Parties: Patriot Holding Corp., | Transport Corporation of America, Inc., You are currently viewing:
This Voting Agreement involves

Patriot Holding Corp., | Transport Corporation of America, Inc.,

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Title: EXHIBIT 2.2 VOTING AGREEMENT
Governing Law: Minnesota     Date: 10/27/2005
Industry: Trucking     Law Firm: Dorsey & Whitney LLP; Robins, Kaplan, Miller & Ciresi L.L.P.     Sector: Transportation

EXHIBIT 2.2   VOTING AGREEMENT, Parties: patriot holding corp.  , transport corporation of america  inc.
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                                                                     EXHIBIT 2.2

 

 

                                VOTING AGREEMENT

 

     VOTING AGREEMENT, dated as of October 26, 2005 (this "Agreement"), among

Patriot Holding Corp., a Minnesota corporation ("Purchaser"), Patriot

Acquisition Corp., a Minnesota corporation ("Sub"), Transport Corporation of

America, Inc., a Minnesota corporation ("Seller"), and certain shareholders of

Seller whose names appear on Schedule I hereto (each a "Shareholder" and

collectively, the "Shareholders").

 

                              W I T N E S S E T H:

 

     WHEREAS, Seller, Purchaser and Sub have negotiated an Agreement and Plan of

Merger (as such agreement may hereafter be amended from time to time, the

"Merger Agreement"), which provides for, upon the terms and subject to the

conditions set forth therein, the merger of Sub with and into Seller (as set

forth in the Merger Agreement) in exchange for $10.00 per share in cash for all

of the issued and outstanding shares of capital stock of Seller (the "Merger");

 

     WHEREAS, as of the date hereof, each Shareholder beneficially owns (as such

term is defined pursuant to Rule 13d-3(a) promulgated under the Exchange Act)

the number of shares and/or options to purchase the number of shares of common

stock, $0.01 par value per share of Seller (the "Seller Common Stock") set forth

opposite such Shareholder's name on Schedule I hereto (all shares owned by such

Shareholder from time to time and for which beneficial ownership may hereafter

be acquired by such Shareholder prior to the termination of this Agreement,

whether upon the exercise of options, conversion of convertible securities,

exercise of warrants or by means of purchase, dividend, distribution or

otherwise, being referred to herein as such Shareholder's "Subject Shares");

 

     WHEREAS, approval of the Merger Agreement by the holders of a majority of

the issued and outstanding shares of Seller Common Stock will be required in

order to consummate the transactions contemplated by the Merger Agreement;

 

     WHEREAS, as a condition to the willingness of Purchaser to enter into the

Merger Agreement, Purchaser has requested that each Shareholder enter into this

Agreement; and

 

     WHEREAS, in order to induce Purchaser to enter into the Merger Agreement,

each Shareholder is willing to enter into this Agreement.

 

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants

and agreements herein contained, and intending to be legally bound hereby,

Purchaser, Sub, Seller and the Shareholders hereby agree as follows:

 

<PAGE>

 

                                   ARTICLE I.

 

                                   DEFINITIONS

 

     Certain capitalized terms used and not otherwise defined herein have the

meanings ascribed to them in the Merger Agreement. Unless the context otherwise

requires, such terms shall include the singular and plural and the conjunctive

and disjunctive forms of the terms defined.

 

                                  ARTICLE II.

 

                                 VOTING OF SHARES

 

     SECTION 2.1. Agreement to Vote. From the date hereof until the termination

of this Agreement pursuant to Section 4.1 hereof (the "Term"), at every time as

Seller convenes a meeting of, or otherwise seeks a vote of, Seller's

shareholders with respect to the following, each Shareholder hereby agrees to

vote, or cause to be voted, to the extent not voted by Purchaser as appointed by

the Proxy, all of Shareholder's Subject Shares held as of the record date

established by Seller for the purposes of determining those shareholders of

Seller entitled to vote on such matters (the "Record Date"):

 

     (a) in favor of the approval and adoption of the Merger Agreement and the

approval of the Merger and the transactions contemplated by the Merger

Agreement;

 

     (b) against approval of any proposal made in opposition to, or in

competition with, the Merger and the transactions contemplated by the Merger

Agreement; and

 

     (c) against any actions (other than those actions that relate to the Merger

and the transactions contemplated by the Merger Agreement) that are intended to,

or could be reasonably expected to, impair the ability of Seller to consummate

the Merger or otherwise impede, interfere with, delay, postpone, discourage or

adversely affect the consummation of the Merger in accordance with the terms of

the Merger Agreement.

 

Each Shareholder further agrees not to enter into any agreement or understanding

with any person to vote or give instructions in any manner inconsistent with or

violative of the terms of this Section 2.1.

 

     SECTION 2.2. Proxy; Reliance. Each Shareholder hereby constitutes and

appoints Purchaser, acting through each of Van Zandt Hawn and Joseph M. Heinen,

each with the power to act alone and with full power of substitution and

resubstitution, at any time during the Term, as its true and lawful

attorneys-in-fact and proxies (its "Proxy"), for and in its name, place and

stead, to vote such Shareholder's Subject Shares held as of the Record Date as

its Proxy, at every annual, special, adjourned or postponed meeting of the

shareholders of Seller called for purposes of considering whether to approve the

Merger Agreement or any of the other transactions or matters contemplated by, or

directly or indirectly affecting, the Merger Agreement or to execute a written

consent of shareholders in lieu of any such meeting. Each Shareholder

understands and acknowledges that Purchaser and Sub have entered into the Merger

Agreement in reliance upon each Shareholder's execution and delivery of this

Agreement. The parties agree that by reason of the Merger Agreement, the Proxy

is a proxy coupled with an interest. At Purchaser's request, each Shareholder

will perform such further acts and execute such further documents as may be

required to vest in Purchaser or its Representatives the sole power to vote

Shareholder's Subject Shares with respect to the matters set forth in Section

2.1 during the Term in accordance with the terms of this Agreement.

 

                                       2

<PAGE>

 

                  THE FOREGOING PROXY AND POWER OF ATTORNEY ARE

          IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM.

 

     SECTION 2.3. Limitation. Each Shareholder shall retain at all times the

right to vote such Shareholder's Subject Shares in such Shareholder's sole

discretion and without any other limitation on those matters other than those

set forth in Section 2.1 that are at any time or from time to time presented for

consideration by Seller's shareholders generally.

 

      SECTION 2.4. Capacity. The parties hereby agree that the Shareholders are

executing this Agreement solely in their capacity as shareholders of Seller.

Nothing contained in this Agreement shall limit or otherwise affect, in any

manner, the conduct or exercise of the Shareholders' fiduciary duties as

officers or directors of Seller, where applicable.

 

     SECTION 2.5. Transfer of Subject Shares. Except as otherwise contemplated

by the Merger Agreement, from and after the date of this Agreement until the

termination of this Agreement, each Shareholder agrees that it will be the

beneficial owner of all of such Shareholder's Subject Shares and will hold such

S


 
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