Exhibit 10.2
FORM OF VOTING
AGREEMENT
THIS VOTING AGREEMENT (this “
Agreement ”) is made and entered into as of October
30, 2006, by and among CB Richard Ellis Group, Inc., a Delaware
corporation (“ Parent ”), A-2 Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary
of Parent (“ Acquiror ”), Trammell Crow Company,
a Delaware corporation (the “ Company ”), and
the undersigned stockholder (“ Stockholder
”) of the
Company.
RECITALS
A.
Concurrently with the execution of this Agreement, Parent, Acquiror
and the Company have entered into an Agreement and Plan of Merger
(the “ Merger Agreement ”), which provides for
the merger (the “ Merger ”) of Acquiror with and
into the Company, with the Company continuing its existence as the
surviving corporation.
B.
As of the date hereof, Stockholder Beneficially Owns (as defined
below) the number of Shares (as defined below) of capital stock of
the Company as set forth on the signature page of this
Agreement.
C.
In order to induce Parent and Acquiror to execute the Merger
Agreement, Stockholder desires to restrict the transfer or
disposition of, and desires to vote, the Shares as provided in this
Agreement, and the execution and delivery of this Agreement and the
Proxy (as defined below) is a material condition to Parent’s
and Acquiror’s willingness to enter into the Merger
Agreement.
D.
As a stockholder of the Company, the Stockholder will benefit from
the execution and delivery of the Merger Agreement and the
consummation of the transactions contemplated thereby.
NOW, THEREFORE, the parties hereto
hereby agree as follows:
1.
Certain Definitions
. Capitalized terms not
defined herein shall have the meanings ascribed to them in the
Merger Agreement. For purposes of this Agreement:
(a)
A Person shall be deemed to “ Beneficially Own ” a security if such
Person has “beneficial ownership” of such securities as
determined pursuant to Rule 13d-3 under the Securities Exchange Act
of 1934, as amended.
(b)
“ Constructive
Sale ” means, with respect
to any security, a short sale or entering into or acquiring an
offsetting derivative contract with respect to such security,
entering into or acquiring a futures or forward contract to deliver
such security or entering into any other hedging or other
derivative transaction that has the effect of materially changing
the economic benefits and risks of ownership of such
security.
(c)
“ Expiration
Date ” means the earlier to
occur of (i) such date and time as the Merger shall become
effective in accordance with the terms and provisions of the
Merger
Agreement and (ii) such date and
time as the Merger Agreement shall have been validly terminated
pursuant to Article 10 thereof.
(d)
“ Options
” means:
(i) all securities Beneficially Owned by Stockholder as of the date
of this Agreement that are convertible into, or exercisable or
exchangeable for, shares of capital stock of the Company,
including, without limitation, options, warrants and other rights
to acquire shares of common stock, par value $0.01 per share, of
the Company (the “ Company Common Stock ”) or other shares of
capital stock of the Company; and (ii) all securities of which
Stockholder acquires Beneficial Ownership during the period from
the date of this Agreement through and including the Expiration
Date that are convertible into, or exercisable or exchangeable for,
shares of capital stock of the Company, including, without
limitation, options, warrants and other rights to acquire shares of
Company Common Stock or other shares of capital stock of the
Company.
(e)
“ Person
” means any
(i) individual, (ii) corporation, limited liability company,
partnership or other entity, or (iii) Governmental
Entity.
(f)
“ Shares
” means:
(i) all shares of capital stock of the Company Beneficially Owned
by Stockholder as of the date of this Agreement; and (ii) all
shares of capital stock of the Company of which Stockholder
acquires Beneficial Ownership during the period from the date of
this Agreement through and including the Expiration Date,
including, without limitation, in each case, shares issued upon the
conversion, exercise or exchange of Options.
(g)
“ Transfer
” means,
with respect to any security, the direct or indirect (i)
assignment, sale, transfer, tender, pledge, hypothecation,
placement in voting trust, Constructive Sale or other disposition
of such security (excluding transfers by testamentary or intestate
succession), of any right, title or interest in such security
(including, without limitation, any right or power to vote to which
the holder thereof may be entitled, whether such right or power is
granted by proxy or otherwise) or of the record or beneficial
ownership of such security, or (ii) offer to make any such sale,
transfer, tender, pledge, hypothecation, placement in voting trust,
Constructive Sale or other disposition, and each agreement,
arrangement or understanding, whether or not in writing, to effect
any of the foregoing, in each case, excluding any (1) Transfer
pursuant to a court order and (2) such actions pursuant to which
the Stockholder maintains all voting rights with respect to such
security.
2.
No Transfer of Shares or
Options .
Stockholder agrees that, at all times during the period beginning
on the date hereof and ending on the Expiration Date, Stockholder
shall not Transfer (or cause or permit any Transfer of) any Shares
or Options, or make any agreement relating thereto, in each case,
without the prior written consent of Parent. Stockholder
agrees that any Transfer in violation of this Agreement shall be
void and of no force or effect.
3.
No Transfer of Voting
Rights .
Stockholder agrees that, during the period from the date of this
Agreement through and including the Expiration Date, Stockholder
shall not deposit (or cause or permit the deposit of) any Shares or
Options in a voting trust or grant (or cause or permit the grant
of) any proxy or enter into (or cause or permit the entry into)
any
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voting agreement
or similar agreement with respect to any of the Shares or Options
other than as contemplated by this Agreement, Proxy and the Merger
Agreement.
4.
Agreement to Vote
Shares .
(a)
Until the Expiration Date, at every meeting of stockholders of the
Company, however called, at every adjournment or postponement
thereof, and on every action or approval by written consent of
stockholders of the Company with respect to any of the following,
Stockholder shall vote, to the extent not voted by the Person(s)
appointed under the Proxy (as defined below), all of the Shares or
cause the Shares to be voted:
(i)
in favor of (1) adoption of the Merger Agreement, including all
actions and transactions contemplated by the Merger Agreement or
the Proxy and (2) any other actions presented to holders of shares
of capital stock of the Company in furtherance of the Merger
Agreement, the Merger and the other actions and transactions
contemplated by the Merger Agreement or the Proxy;
(ii)
against approval of any proposal made in opposition to, or in
competition with, the Merger Agreement or consummation of the
Merger and the other transactions contemplated by the Merger
Agreement or the Proxy; and
(iii)
against any action that is intended, or could reasonably be
expected to, in any manner impede, frustrate, prevent, nullify,
interfere with, delay, postpone, discourage or otherwise adversely
affect the consummation of the Merger or any of the other
transactions contemplated by the Merger Agreement in accordance
with the terms of the Merger Agreement.
(b)
Stockholder shall not enter into any agreement or understanding
with any person to vote or give instructions in any manner
inconsistent with this Section 4 .
5.
Irrevocable Proxy
. Concurrently with the
execution of this Agreement, Stockholder agrees to deliver to
Parent an irrevocable proxy in the form attached hereto as
Exhibit A (the “
Proxy ”), which shall be
irrevocable to the fullest extent permitted by applicable law,
covering all Shares.
6.
Representations,
Warranties and Covenants of Stockholder .
Stockholder represents, warrants and covenants to
Parent and Acquiror as follows:
(a)
Stockholder is the Beneficial Owner of the Shares and the Options
indicated on the signature page of this Agreement.
(b)
As of the date hereof, Stockholder does not Beneficially Own any
shares of capital stock of the Company or any securities
convertible into, or exchangeable or exercisable for, shares of
capital stock of the Company, other than the Shares and Options set
forth on the signature page hereto.
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(c)
Stockholder has the full power to dispose, vote or direct the
voting of the Shares for and on behalf of all beneficial owners of
the Shares.
(d)
The Shares are, and at all times up to and including the Expiration
Date the Shares will be, Beneficially Owned by Stockholder, free
and clear of any rights of first refusal, co-sale rights, security
interests, liens, pledges, claims, options, charges, proxies,
voting trusts or agreements, understandings or arrangement, or any
other encumbrances of any kind or nature (“
Encumbrances ”).
(e)
The execution and delivery of this Agreement and the Proxy by
Stockholder do not, and Stockholder’s performance of its
obligations under this Agreement will not conflict with or violate
or require any consent, approval or notice under, any order,
decree, judgment, statute, law, rule, regulation or agreement
applicable to Stockholder or by which Stockholder or any of
Stockholder’s properties or assets, including, without
limitation, the Shares and Options, is bound.
(f)
Stockholder has full power and authority to make, enter into and
carry out the terms of this Agreement, and the Proxy, in each case
with respect to all of the Shares without limitation, qualification
or restriction on such power and authority.
(g)
Subject to Section 12
, Stockholder
agrees that in his or her capacity as a stockholder of the Company,
he or she will not (a) bring, commence, institute, maintain,
prosecute, participate in or voluntarily aid any action, claim,
suit or cause of action, in law or in equity, in any court or
before any governmental entity (an “ Action ”), which challenges
the validity of or seeks to enjoin the operation of any provision
of this Agreement or the Proxy or (b) bring or commence any Action
that alleges that the execution and delivery of this Agreement or
the Proxy by Stockholder, either alone or together with the other
voting agreements and proxies to be delivered in connection with
the execution of the Merger Agreement, or the approval of the
Merger Agreement by the board of directors of the Company, breaches
any fiduciary duty of the board of directors of the Company
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