Exhibit 10.17
STOCKHOLDER VOTING
AGREEMENT
THIS
STOCKHOLDER VOTING AGREEMENT (this “Agreement”), dated
as of July ___, 2009, is entered into by and among those
individuals named as Stockholders on the signature pages hereto
(each of whom is individually designated herein as a
“Stockholder” and collectively referred to herein as
the “Stockholders”), MEDIALINK WORLDWIDE INCORPORATED,
a Delaware corporation (the “Company”), THE NEWSMARKET,
INC., a Delaware corporation (“Parent”) and TNM GROUP
INCORPORATED, a Delaware corporation (“Merger Sub”).
Capitalized terms used herein and not otherwise defined
herein have the meaning given such terms in the Merger Agreement
(as defined below).
RECITALS:
The Company,
Parent and Merger Sub are concurrently with the execution of this
Agreement entering into an Agreement and Plan of Merger, dated as
of the date hereof (as it may be modified or amended from time to
time, the “Merger Agreement”) pursuant to which, among
other things, Merger Sub would be merged with and into the
Company.
The
Stockholders have reviewed a copy of the Merger
Agreement.
Each
Stockholder owns of record and/or beneficially and has the
unrestricted power to vote the shares of Common Stock, par value
$.01 per share, of the Company (the “Shares”) listed
opposite such Stockholder’s name on Exhibit A
attached hereto;
Pursuant to the
terms of the Merger Agreement, the Company has agreed, among other
things, to call a meeting of its stockholders for the purpose of
voting upon the approval and adoption of the Merger Agreement and
the transactions contemplated thereby, including the Merger (such
meeting, together with any adjournments thereof, the
“Meeting”).
It is a
condition to Parent and Merger Sub entering into the Merger
Agreement that the Stockholders shall have entered into this
Agreement providing, among things, that the Stockholders vote their
Shares in favor of the Merger.
AGREEMENT:
NOW, THEREFORE,
in consideration of the Company, Parent and Merger Sub entering
into the Merger Agreement and the respective representations,
warranties, covenants and agreements set forth herein and for other
good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as
follows:
1.
Representations and Warranties of the Stockholders .
Each Stockholder severally (not jointly and severally) represents
and warrants to Parent and Merger Sub as follows:
(a)
Ownership of Securities . As of the date hereof, such
Stockholder is the record and/or beneficial owner of the number of
Shares set forth on Exhibit A attached hereto (such
Shares, together with any Shares or other capital stock or
securities of the Company hereafter acquired by such Stockholder,
the “Subject Securities”). Such Stockholder (i)
has sole voting power and/or sole power to issue instructions with
respect to the voting of the Subject Securities, sole power of
disposition, sole power of exercise or conversion and/or the sole
power to demand, whether directly or through a broker, appraisal
rights, in each case with respect to all of the Subject Securities
and (ii) on the date of the Meeting, will have sole voting power
and/or sole power to issue instructions with respect to the voting
of all of such Subject Securities, and the sole powers of
disposition, exercise and/or to demand appraisal rights, in each
case with respect to all of such Subject Securities. As of
the date hereof, except for certain stock options not yet
exercised, such Stockholder does not beneficially or of record
own any Shares or other capital stock or securities of the Company
other than those set forth on Exhibit A .
(b)
Power; Binding Agreement . Such Stockholder has the
legal capacity, power and authority to enter into and perform all
of such Stockholder’s obligations under this Agreement.
The execution, delivery and performance of this Agreement by
such Stockholder will not violate any other agreement to which such
Stockholder is a party including, without limitation, any trust
agreement, voting agreement, stockholders’ agreement or
voting trust. This Agreement has been duly and validly
authorized, executed and delivered by such Stockholder and
constitutes a valid and binding agreement of such Stockholder,
enforceable against such Stockholder in accordance with its terms,
except to the extent that enforceability may be limited by
applicable bankruptcy, reorganization, insolvency, moratorium or
other laws affecting the enforcement of creditors’ rights
generally and by general principles of equity, regardless of
whether such enforceability is considered in a proceeding at law or
in equity.
(c)
No Conflicts . No filing with, and no permit,
authorization, consent or approval of, any state or federal public
body or authority is necessary for the execution of this Agreement
by such Stockholder and the consummation by such Stockholder of the
transactions contemplated hereby. Neither the execution and
delivery of this Agreement by such Stockholder nor the consummation
by such Stockholder of the transactions contemplated hereby nor
compliance by such Stockholder with any of the provisions hereof
shall conflict with or result in any breach of any organizational
documents applicable to such Stockholder, result in a violation or
breach of, or constitute (with or without notice or lapse of time
or both) a default (or give rise to any third-party right of
termination, cancellation, material modification or acceleration)
under any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any
kind to which such Stockholder is a party or by which such
Stockholder’s properties or assets may be bound or violate
any order, writ, injunction, decree, judgment, order, statute, rule
or regulation applicable to such Stockholder or any of such
Stockholder’s properties or assets.
(d)
No Proxies etc. The Subject Securities are now
and at all times during the term hereof will be held by such
Stockholder, or by a nominee or custodian for the benefit of such
Stockholder, free and clear of all proxies, voting trusts or
agreements, understandings or arrangements.
2.
Agreement to Vote . At every meeting of the
stockholders of the Company, including without limitation the
Meeting, called with respect to any of the following, and at every
adjournment thereof, and on every action or approval by written
consent of the stockholders of the Company with respect to any of
the following, each Stockholder, severally and not jointly,
agrees, in its capacity as a stockholder only, that it
shall vote or execute a written consent, as the case may be, with
respect to all the Subject Securities as to which it has power to
vote in any such vote or consent as follows:
(a) in
favor of the Merger and the approval and adoption of the Merger
Agreement and each of the other transactions contemplated
thereby;
(b) against
the approval of an Acquisition Proposal; and
(c) against
any other action or agreement (other than the Merger Agreement or
the transactions contemplated thereby) that could reasonably be
expected to impede, interfere with or delay the Merger or this
Agreement including, but not limited to: (i) any extraordinary
corporate transaction, such as a merger, consolidation or other
business combination involving the Company or its Subsidiaries
(other than a transaction involving Merger Sub); (ii) a sale, lease
or transfer
