Exhibit 99.3
EXECUTION
COPY
STOCK VOTING
AGREEMENT
STOCK VOTING AGREEMENT, dated as of
August 31, 2005, (this “ Agreement ”),
among the undersigned (the “ Stockholder
Representative ”), Texas Clothing Holding Corp., a
Delaware corporation (“ Parent ”), and Haggar
Corp., a Nevada corporation (the “ Company
”).
WHEREAS, concurrently herewith,
Parent, Nevada Clothing Acquisition Corp., a Nevada corporation and
a wholly owned subsidiary of Parent (“ Merger Sub
”), and the Company are entering into an Agreement and Plan
of Merger of even date herewith (the “ Merger
Agreement ”), pursuant to which Merger Sub will merge
with and into Company (the “ Merger ”), which
Merger Agreement has been approved by the Board of Directors of the
Company. Each capitalized term used herein, and not otherwise
defined herein, shall have the meaning set forth in the Merger
Agreement;
WHEREAS, the Stockholder
Representative is a registered investment advisor and has entered
into investment advisory agreements with various persons or
entities (the “Owners”) pursuant to which the
Stockholder Representative has the right to vote or dispose of
840,264 shares of common stock, $0.10 par value per share, of the
Company (“ Company Common Stock ”) (the “
Existing Shares ”, and together with any shares of
Company Common Stock with respect to which the Stockholder
Representative shall obtain such rights after the date hereof and
prior to the termination of this Agreement whether upon the
exercise of options, warrants or rights, the conversion or exchange
of convertible or exchangeable shares, or by means of purchase,
dividend, distribution or otherwise, hereinafter collectively
referred to as the “ Shares ”). References
in this Agreement to shares of Company Common Stock shall also be
deemed to refer to the associated right to purchase Series B
Junior Participating Preferred Stock, par value $0.10 per share, of
the Company in accordance with the Company Rights Agreement, as
appropriate.
WHEREAS, Parent and Merger Sub are
entering into the Merger Agreement in reliance on and in
consideration of the Stockholder Representative’s
representations, warranties, covenants and agreements
hereunder.
NOW, THEREFORE, in consideration of
Parent and Merger Sub’s execution of the Merger Agreement and
the mutual covenants and agreements herein contained and other good
and valuable consideration, and intending to be legally bound
hereby, it is agreed as follows:
1.
Vote
.
Agreement to
Vote . The
Stockholder Representative hereby revokes any and all
previous proxies granted by such Stockholder Representative with
respect to the Shares and irrevocably agrees to vote, and otherwise
act (including pursuant to written consent) with respect to all of
such Shares (i) in favor of the approval of the Merger
Agreement (or any amended version or versions thereof) and the
Merger, and all actions required in furtherance thereof, at any
meeting or meetings of the stockholders of the Company, and at any
adjournment, postponement or continuation thereof, at which the
Merger Agreement (or any
amended version or versions thereof)
and the Merger are submitted for the consideration and vote of the
stockholders of the Company; (ii) against any action or
agreement that would result in a breach in any respect of any
covenant, representation or warranty or any other obligation or
agreement of the Company under the Merger Agreement or this
Agreement; and (iii) except as otherwise agreed to in writing
in advance by Parent, against the following actions (other than the
Merger and the transactions contemplated by the Merger Agreement):
(A) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the Company
or its Subsidiaries; (B) a sale, lease or transfer of a
material amount of assets of the Company or its Subsidiaries;
(C)(1) any change in a majority of the persons who constitute
the board of directors of the Company; (2) any change in the
present capitalization of the Company or any amendment of the
Company’s Articles of Incorporation or Bylaws; (3) any
other material change in the Company’s corporate structure or
business; or (4) any other action which is intended, or could
reasonably be expected, to impede, interfere with, delay, postpone
or adversely affect in any material respect the Merger and the
transactions contemplated by the Merger Agreement. Such
Stockholder Representative shall not enter into any agreement or
understanding with any Person or entity the effect of which would
be inconsistent or violative of the provisions and agreements
contained in this Section 1. The obligations of the
Stockholder Representative under this Section 1 shall remain
in effect with respect to the Shares until, and shall terminate
upon, the earlier to occur of the Effective Time or the termination
of the Merger Agreement in accordance with its terms. The
Stockholder Representative hereby agrees to execute such additional
documents as Parent may reasonably request to effectuate the
foregoing.
1.2
Irrevocable
Proxy .
Concurrently with the execution of this Agreement, Stockholder
Representative agrees to deliver to Parent a proxy in the form
attached hereto as Exhibit A (the “ Proxy
”), which shall be irrevocable to the fullest extent
permissible by applicable law, with respect to the
Shares.
2.
Representations and Warranties
of the Stockholder Representative . The Stockholder Representative represents
and warrants to Parent as follows:
Ownership of
Shares . On the
date hereof, the Shares are all of the Shares which the Stockholder
Representative has the right to vote and dispose of. Without
limiting the generality of the foregoing, the Stockholder
Representative does not hold, and has no knowledge that any of the
Owners hold, any options, warrants or other rights to purchase
Company Common Stock. The Stockholder Representative currently has
voting power and power to issue instructions with respect to the
matters set forth in Section 1 hereof, power of disposition,
power of conversion and power to agree to all of the matters set
forth in this Agreement, in each case with respect to all of the
Shares, with no limitations, qualifications or restrictions on such
rights, subject to (a) applicable securities laws and the
terms of this Agreement, and (b) the right of the Owner of
such Shares, to dispose of the
2
Shares, and terminate the rights of
the Stockholder Representative upon 60 days prior written
notice.
2.1
Authority; Binding
Agreement . The
Stockholder Representative has the full legal right, power and
authority to enter into and perform all of its obligations under
this Agreement. This Agreement has been duly executed and delivered
by the Stockholder Representative and constitutes a legal, valid
and binding agreement of the Stockholder Representative,
enforceable in accordance with its terms, subject as to
enforceability, to bankruptcy, insolvency, reorganization,
moratorium and other laws of general applicability relating to or
affecting creditors’ rights and to general principles of
equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Neither the execution and
delivery of this Agreement nor the consummation by the Stockholder
Representative of the transactions contemplated hereby will
(i) violate, or require any consent, approval or notice under,
any provision of any judgment, order, decree, statute, law,
rule or regulation applicable to the Stockholder
Representative or, to the knowledge of the Stockholder
Representative the Shares or (ii) constitute a violation of,
conflict with or constitute a default under, any contract,
commitment, agreement, understanding, arrangement or other
restriction of any kind to which the Stockholder Representative is
a party or by which the Stockholder Representative is bound, in
each case the effect of which would adversely affect the ability of
the Stockholder Representative to perform its obligations
hereunder.
2.2
Reliance on
Agreement . The
Stockholder Representative understands and acknowledges that Parent
is entering into the Merger Agreement in reliance upon the
Stockholder Representative’s execution and delivery of this
Agreement.
3.
Certain Covenants of the
Stockholder Representative . Except in accordance with the provisions
of this Agreement, the Stockholder Representative agrees with, and
covenants to, Parent as follows:
3.1
Transfer
. Prior to the termination of
this Agreement, except as otherwise provided herein, the
Stockholder Representative shall not, unless otherwise instructed
by the Owner, in accordance with the applicable investment
agreement with the Stockholder Representative (i) transfer
(which term shall include, without limitation, for the purposes of
this Agreement, any sale, gift, pledge, assignment, encumbrance or
other disposition), whether directly or indirectly (including by
operation of law), or consent to any transfer of, any or all of the
Shares or any interest therein, except pursuant to the Merger,
(ii) grant any proxies, power-of-attorneys or other
authorizations or consents with respect to the Shares, deposit the
Shares into a voting trust or enter into a voting agreement or
similar arrangement with respect to the Shares, (iii) enter
into any contract, option or other agreement or understanding with
respect to any transfer of any or all such Shares or any interest
therein; or (iv) request that or solicit any of the Owners of
the Shares to take any action inconsistent with covenants made by
the Stockholder
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Representative pursuant to this
Agreement or to terminate the investment advisory agreement between
the Stockholder Representative and any of the Owners.
3.2
Stop Transfer
. The Stockholder
Representative hereby agrees with, and covenants to, each other
party hereto, that such Stockholder Representati
