Exhibit 99.2
EXECUTION VERSION
VOTING AGREEMENT
This Voting Agreement (this " Agreement "), dated February 26,
2007, is by and among Patina Restaurant Group, LLC, a Delaware
limited liability company (" Parent "), SWRG Holdings, Inc., a
Delaware corporation (" Merger
Sub "), and those stockholders of the
Company listed on Schedule I
hereto (each, a " Stockholder ," and collectively, the
" Stockholders ").
WHEREAS, contemporaneously with the execution and
delivery of this Agreement, Parent, Merger Sub and The Smith &
Wollensky Restaurant Group, Inc. (the “Company”) are
entering into an Agreement and Plan of Merger (the "
Merger Agreement "),
pursuant to which Merger Sub will be merged with and into the
Company (the " Merger
");
WHEREAS, each Stockholder owns beneficially and of
record the number of shares of common stock (the "
Common Stock ") of the
Company set forth opposite such Stockholder's name on
Schedule I hereto;
WHEREAS, Parent, Merger Sub, the Company and the
Stockholders desire to set forth their agreement with respect to
the voting of the Stockholders' shares of Common Stock with respect
to the Merger and the Merger Agreement; and
NOW, THEREFORE, in consideration of the foregoing
and the mutual covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as
follows:
1.
Voting of Common Stock . Each Stockholder hereby agrees that, during the time this
Agreement is in effect, at any meeting of the stockholders of the
Company, however called, or in any other circumstance in which the
vote, consent or approval of stockholders of the Company, in their
capacity as stockholders, is sought, such Stockholder shall (a)
vote such Stockholder's shares of Common Stock to approve and vote
in favor of the Merger Agreement and the transactions contemplated
by the Merger Agreement and any other actions or agreements
required in furtherance thereof; (b) vote such Stockholder's shares
of Common Stock against any action or agreement that would result
in a breach of any covenant, representation or warranty or any
other obligation or agreement of the Company under the Merger
Agreement; and (c) vote such Stockholder's shares of Common Stock
against any action or agreement (other than the Merger Agreement or
the transactions contemplated thereby) that would impede, interfere
with, delay, postpone or attempt to discourage the Merger,
including, but not limited to: (i) any extraordinary corporate
transaction, such as a merger, consolidation or other business
combination involving the Company or any of its subsidiaries; (ii)
a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries or a reorganization, recapitalization or
liquidation of the Company or any of its subsidiaries; (iii) any
change in the management or board of directors of the Company,
except as otherwise agreed to in writing by Parent; (iv) any
material change in the present capitalization or
dividend
policy of the Company; or (v) any other material
change in the Company's corporate structure or business. Except as
set forth in this Agreement, Stockholder may vote the Common Stock
on all other matters.
2.
Revocation of Prior Proxies
. Each Stockholder represents that any proxies
heretofore given in respect of such Stockholder's shares of Common
Stock are revocable, and that any such proxies are hereby
revoked.
3.
No Inconsistent Arrangements
. Each Stockholder hereby covenants and agrees that,
except as contemplated by this Agreement and the Merger Agreement,
it shall not (a) except to Merger Sub, transfer (which term shall
include, without limitation, any sale, gift, pledge or other
disposition) or consent to any transfer of any or all of such
Stockholder's shares of Common Stock or any interest therein unless
each Person (as defined in the Merger Agreement) to which any of
such Common Stock, or any interest in any of such Common Stock, is
or may be transferred shall have (i) executed a counterpart of this
Agreement, and (ii) agreed in writing to hold such Common Stock
subject to all of the terms and provisions of this Agreement; (b)
except with Parent, enter into any contract, option or other
agreement or understanding with respect to any transfer of any or
all of such Stockholder's shares of Common Stock or any interest
therein; (c) grant any proxy, power-of-attorney or other
authorization in or with respect to such Stockholder's shares of
Common Stock; (d) deposit any of such Stockholder's shares of
Common Stock into a voting trust or enter into a voting agreement
or arrangement with respect to such Stockholder's shares of Common
Stock; or (e) take any other action, in his, her or its capacity as
a stockholder, that would in any way restrict, limit or interfere
with the performance of his, her or its obligations hereunder or
the transactions contemplated hereby or which would make any
representation or warranty of such Stockholder hereunder untrue or
incorrect.
4.
No Solicitation . Each
Stockholder, in his, her or its capacity as a stockholder, hereby
agrees that he, she or it shall not, and shall not permit or
authorize any of his, her or its representatives or agents to,
directly or indirectly, encourage, solicit, initiate or engage in
discussions or negotiations with, or furnish any non-public
information regarding the Company or the Merger to, any Person or
group (other than Parent or Merger Sub or any of their affiliates
or representatives) concerning any Takeover Proposal (as defined in
the Merger Agreement), other than in their capacities as officers
and/or directors of the Company and in accordance with the terms of
the Merger Agreement. Each Stockholder will immediately cease any
existing discussions or negotiations with any parties conducted
heretofore with respect to any Takeover Proposal.
5.
Reasonable Best Efforts . Subject to the terms and conditions of this Agreement, each
Stockholder, in his, her or its capacity as a stockholder, hereby
agrees to use all reasonable best efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions
contemplated by this Agreement. Each Stockholder shall promptly
consult with Parent and provide any
2
necessary information and material with respect to
all filings made by such Stockholder with any Governmental
Authority (as defined in the Merger Agreement) in connection with
this Agreement and the Merger Agreement and the transactions
contemplated hereby and thereby.
6.
Waiver of Appraisal Rights . Each Stockholder hereby waives any rights of appraisal or
rights to dissent from the Merger that it may have.
7.
Representations and Warranties of
Stockholders . Each Stockholder hereby
represents and warrants to Parent and Merger Sub as
follows:
(a)
Title . Except as set
forth on Schedule I hereto, such Stockholder has good and valid title to such
Stockholder's shares of Common Stock, free and clear of any lien,
pledge, charge, encumbrance or claim of whatever nature.
(b)
No Other Rights
|
