Exhibit 99.4
EXECUTION VERSION
STOCK VOTING
AGREEMENT
STOCK VOTING AGREEMENT, dated as of
August 31, 2005 (this “ Agreement ”), among
the undersigned stockholder (the “ Stockholder
”), 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 ”).
Each capitalized term used herein, and not otherwise defined
herein, shall have the meaning set forth in the Merger
Agreement;
WHEREAS, the Stockholder, as of the
date hereof, has Beneficial Ownership, as defined in
Section 7, of the number of shares of common stock, $0.10 par
value per share, of the Company (“ Company Common
Stock ”) set forth on Exhibit A (the “
Existing Shares ”, and together with any shares of
Company Common Stock acquired by the Stockholder 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. Exhibit A
lists separately all options, warrants or other rights to purchase
Company Common Stock held by the Stockholder; and
WHEREAS, Parent and Merger Sub are
entering into the Merger Agreement in reliance on and in
consideration of the Stockholder’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 hereby revokes any and all previous proxies with
respect to such Stockholder’s 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 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 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 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
agrees to deliver to Parent a proxy in the form attached hereto as
Exhibit B (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 . The Stockholder represents and warrants
to Parent as follows:
2.1
Ownership of
Shares . On the
date hereof, the Shares are all of the Shares currently
Beneficially Owned by the Stockholder. The Stockholder has
sole voting power and sole power to issue instructions with respect
to the matters set forth in Section 1 hereof, sole power of
disposition, sole power of conversion and sole power to agree to
all of the matters set forth in this Agreement, in each case with
respect to all of the Shares set forth on Exhibit A hereto,
with no limitations, qualifications or restrictions on such rights,
subject to applicable securities laws and the terms of this
Agreement. The Stockholder currently has, and at all times
during the term hereof will have, good, valid and marketable title
to the Shares, free and clear of all liens, encumbrances, and
security interests (other than the encumbrances created by this
Agreement and other than restrictions on transfer under applicable
federal and state securities laws) and free of other restrictions,
options, rights to purchase or other claims that would adversely
affect the ability of the Stockholder to perform its obligations
hereunder or pursuant to which, the Stockholder could be required
to sell, assign or otherwise transfer the Shares.
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2.2
Authority; Binding
Agreement . The
Stockholder 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
and constitutes a legal, valid and binding agreement of the
Stockholder, 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
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 or 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 is a party
or by which the Stockholder is bound, in each case the effect of
which would adversely affect the ability of the Stockholder to
perform his obligations hereunder.
2.3
Reliance on
Agreement . The
Stockholder understands and acknowledges that Parent is entering
into the Merger Agreement in reliance upon the Stockholder’s
execution and delivery of this Agreement.
3.
Certain Covenants of the
Stockholder .
Except in accordance with the provisions of this Agreement, the
Stockholder 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 shall not, other than, in the case of a Stockholder
that is an individual, as a result of the death of the Stockholder
(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, or (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.
3.2
Stop Transfer
. The Stockholder hereby
agrees with, and covenants to, each other party hereto, that such
Stockholder shall not request that the Company register the
transfer (book entry or otherwise) of any certificate or
uncertified interest representing any of its Shares, unless such
transfer is made in compliance with this Agreement.
3.3
Notifications
. The Stockholder shall, while
this Agreement is in effect, notify Parent promptly, but in no
event later than two business days, of the number of
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any shares of Company Common Stock
acquired by the Stockholder after the date hereof.
3.4
Waiver of
Claims . The
Stockholder agrees that it will not bring, commence,
institu
