EXHIBIT 2.2
VOTING AGREEMENT
VOTING AGREEMENT (this
“Agreement”) dated as of January 7, 2007, by and among
Forest Oil Corporation, a New York corporation
(“Parent”), MJCO Corporation, a Delaware corporation
and a wholly owned subsidiary of Parent (“Merger Sub”),
and JANA Master Fund, Ltd., a Cayman Islands exempted company, and
JANA Piranha Master Fund, Ltd., a Cayman Islands exempted company
(the “Stockholders”).
WHEREAS, the Stockholders desire
that The Houston Exploration Company, a Delaware corporation (the
“Company”), Parent and Merger Sub enter into an
Agreement and Plan of Merger dated the date hereof (the
“Merger Agreement”; undefined capitalized terms herein
are defined in the Merger Agreement) providing for the merger of
Merger Sub with and into the Company, with the Company continuing
as the surviving corporation, and immediately thereafter, the
merger of the Company with and into Parent, with Parent continuing
as the surviving corporation, upon the terms and subject to the
conditions set forth in the Merger Agreement (the
“Mergers”); and
WHEREAS, the Stockholders are
executing this Agreement as an inducement to Parent and Merger Sub
to enter into and execute the Merger Agreement.
NOW, THEREFORE, in consideration of
the execution and delivery by Parent of the Merger Agreement and
the mutual covenants, conditions and agreements contained herein
and therein, the parties agree as follows:
1.
Representations and Warranties.
(a)
Each Stockholder represents and warrants to Parent as
follows:
(i)
The Stockholder is the record or beneficial owner of that number of
shares of capital stock of the Company set forth opposite the
Stockholder’s name on Schedule A (such shares, whether
owned by the Stockholder or a permitted transferee pursuant to
Section 5(a) , referred to herein as the “Subject
Shares”). The Subject Shares constitute the only shares, with
respect to which the Stockholder is the record or beneficial owner,
of capital stock of the Company or options, warrants or other
rights (whether or not contingent) to acquire such shares of
capital stock of the Company that are or may be entitled to vote on
the Mergers or the Merger Agreement at any meeting of the
Company’s stockholders called to vote upon the Mergers or the
Merger Agreement. The Stockholder has the sole right to vote
and Transfer (as defined herein) the Subject Shares set forth
opposite its name on Schedule A , and none of such Subject
Shares is subject to any voting trust or other agreement,
arrangement or restriction with respect to the voting or the
Transfer of the Subject Shares, except (A) as provided by this
Agreement (it being understood that any pledge of the Pledged
Shares (as defined below) shall not be a breach of this
representation) and (B) those arising under applicable securities
laws. The Stockholder has all requisite power and authority
to enter into this Agreement and to perform its obligations
hereunder. The Stockholder is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization. The execution and delivery of this Agreement by
the Stockholder and the performance by the Stockholder
of
its obligations
hereunder have been duly authorized by all necessary action on the
part of the Stockholder. This Agreement has been duly
executed and delivered by, and (assuming due authorization,
execution and delivery by Parent and Merger Sub) constitutes a
valid and binding agreement of, the Stockholder, enforceable
against the Stockholder in accordance with its terms, except as
such enforcement may be subject to or limited by
(i) bankruptcy, insolvency, reorganization, moratorium or
other Laws, now or hereafter in effect, affecting creditors’
rights generally and (ii) the effect of general principles of
equity (regardless of whether enforceability is considered in a
proceeding at law or in equity) (collectively, the
“Enforceability Exceptions”).
(ii)
Neither the execution and delivery of this Agreement nor the
performance by the Stockholder of its obligations hereunder will
result in a violation of, or a default under, or conflict with, (A)
if the Stockholder is an entity, any provision of its certificate
of incorporation, bylaws, partnership agreement, limited liability
company agreement or similar organizational documents or (B) any
contract, trust, commitment, agreement, understanding, arrangement
or restriction of any kind (other than as may relate to the Pledged
Shares) to which the Stockholder is a party or bound or to which
the Subject Shares are subject, except, in the case of clause (B),
as would not prevent, delay or otherwise materially impair the
Stockholder’s ability to perform its obligations
hereunder. Execution, delivery and performance of this
Agreement by the Stockholder will not 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 Subject Shares, except (x) for any reports under
Sections 13(d) and 16 of the Exchange Act as may be required in
connection with this Agreement and the transactions contemplated
hereby or (y) as would not reasonably be expected to prevent, delay
or otherwise materially impair the Stockholder’s ability to
perform its obligations hereunder.
(iii)
The Subject Shares are held by the Stockholder, or by a nominee or
custodian for the benefit of the Stockholder, free and clear of all
liens, claims, security interests, proxies, voting trusts or
agreements, understandings or arrangements or any other
encumbrances whatsoever, except for (A) any such encumbrances
arising hereunder, or (B) any such encumbrances arising pursuant to
the pledge of any Subject Shares by the Stockholder to a financial
institution or a brokerage firm (the “Pledged Shares”);
provided, however, that the Stockholder represents that any such
arrangement regarding such Pledged Shares shall not prevent, delay
or otherwise materially impair the Stockholder’s ability to
execute and deliver this Agreement or perform its obligations
hereunder.
(iv)
No broker, investment banker, financial advisor or other person is
entitled to any broker’s, finder’s, financial
advisor’s or other similar fee or commission based upon
arrangements made by or on behalf of the Stockholder in connection
with its entering into this Agreement.
(v)
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.
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(b)
Parent represents and warrants to the Stockholders that the
execution and delivery of this Agreement by Parent and the
consummation by Parent of the transactions contemplated hereby have
been duly authorized by all necessary action on the part of
Parent.
2
.
Voting Agreements. During the Term (as defined below) of this
Agreement, at any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which a
vote, consent or other approval (including by written consent) is
sought therefor, each Stockholder shall, including by executing a
written consent solicitation if requested by Parent, vote (or cause
to be voted) the Subject Shares: (a) in favor of the Mergers, the
adoption by the Company of the Merger Agreement and the approval of
the terms thereof and each of the other transactions contemplated
thereby and (b) against any transaction, agreement, matt
