EXHIBIT 2.2
VOTING AGREEMENT
VOTING
AGREEMENT, dated as of December 18, 2003, between THE E.W.
SCRIPPS COMPANY, an Ohio corporation (“Scripps”), and
the persons listed on signature pages hereof (each, a
“Shareholder” and, collectively, the
“Shareholders”).
RECITALS
1. Each
Shareholder owns the number of shares of Common Stock, par value
$0.0025 per share (the “Common Stock”), of Summit
America Television, Inc., a Tennessee corporation (the
“Company”), set forth opposite such Shareholder’s
name on Schedule A hereto (such shares of Common Stock,
together with any other shares of capital stock of the Company
acquired by any Shareholder after the date hereof and during the
term of this Agreement, being collectively referred to herein as
the “Subject Shares”);
2. Concurrently
with the execution and delivery of this Agreement, Scripps and the
Company are entering into an Agreement and Plan of Merger (as the
same may from time to time be modified, supplemented or restated,
the “Merger Agreement”) providing for the merger of a
newly-formed, wholly-owned subsidiary of Scripps with and into the
Company (the “Merger”) upon the terms and subject to
the conditions set forth therein; and
3. As
a condition and inducement to Scripps’ willingness to enter
into the Merger Agreement, the Shareholders desire to enter into
this Agreement, pursuant to which the Shareholders are agreeing,
among other things, to vote the Subject Shares in favor of the
adoption of the Merger Agreement and grant Scripps the right to
purchase the Subject Shares on the terms herein
specified.
AGREEMENTS
NOW,
THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in
this Agreement, and intending to be legally bound hereby, the
parties agree as follows:
ARTICLE I. REPRESENTATIONS AND
WARRANTIES OF EACH SHAREHOLDER
Each
Shareholder, severally and not jointly, represents and warrants to
Scripps as follows:
Section 1.1. Authority. Such
Shareholder has all requisite power and authority or capacity, as
the case may be, to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly
authorized, executed and delivered by such Shareholder and
constitutes a valid and binding obligation of such Shareholder
enforceable in accordance with its terms. If such Shareholder is
married and the Subject Shares of such Shareholder constitute
community property or otherwise need spousal or other approval for
this Agreement to be legal, valid and binding with respect to such
Subject Shares, this Agreement has been duly executed and delivered
by, and constitutes a valid and binding agreement of, such
Shareholder’s spouse, enforceable against such spouse in
accordance with its terms.
Section 1.2. No Conflicts;
Required Filings and Consents .
(a) Neither
the execution and delivery of this Agreement, nor the consummation
of the transactions contemplated hereby and compliance with the
terms hereof, will violate, conflict with or result in a breach, or
constitute a default (with or without due notice or lapse of time
or both) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any of the Subject Shares
pursuant to any provision of, any trust agreement, loan or credit
agreement, note, bond, mortgage, indenture, lease or other
agreement, instrument, permit, concession, franchise, license,
judgment, order, notice, decree, statute, law, ordinance, rule or
regulation applicable to such Shareholder or to such
Shareholder’s Subject Shares or other property or
assets.
(b) The
execution and delivery of this Agreement by such Shareholder do
not, and the performance of this Agreement by such Shareholder will
not, require any consent, approval, authorization or permit of, or
filing with or notification to, any Governmental Body (as defined
in the Merger Agreement), except where the failure to obtain such
consents, approvals, authorizations or permits, or to make such
filings or notifications, would not, individually or in the
aggregate, prevent or materially delay the performance by such
Shareholder of any of his obligations under this
Agreement.
Section 1.3. The Subject
Shares. Except as disclosed on Scheduled A hereto, such Shareholder
is the record and beneficial owner of, and has good and marketable
title to, the Subject Shares set forth opposite such
Shareholder’s name on Schedule A hereto, free and clear
of any mortgage, lien, pledge, charge, encumbrance, security
interest or other adverse claim. Such Shareholder does not own, of
record or beneficially, any shares of capital stock of the Company
other than the Subject Shares set forth opposite such
Shareholder’s name on Schedule A hereto. Except as
disclosed on Schedule A hereto, such Shareholder has the sole
right to vote, or to dispose, of such Subject Shares, and none of
such Subject Shares is subject to any agreement, arrangement or
restriction with respect to the voting of such Subject Shares,
except as contemplated by this Agreement. There are no agreements
or arrangements of any kind, contingent or otherwise, obligating
such Shareholder to sell, transfer, assign, grant a participation
interest in or option for, pledge, hypothecate or otherwise dispose
or encumber (each, a “Transfer”), or cause to be
Transferred, any of the Subject Shares, and no Person (as defined
in the Merger Agreement) has any contractual or other right or
obligation to purchase or otherwise acquire any of the Subject
Shares. No Shareholder has appointed or granted any proxy, which
appointment or grant is still effective, with respect to the
Subject Shares.
Section 1.4. Reliance by
Scripps. Such Shareholder understands and acknowledges that Scripps
is entering into the Merger Agreement in reliance upon such
Shareholder’s execution and delivery of this Agreement and
the representations, warranties, and agreements of such Shareholder
herein.
Section 1.5. Litigation.
There is no action, proceeding or investigation pending or
threatened against such Shareholder that questions the validity of
this Agreement or any action taken or to be taken by such
Shareholder in connection with this Agreement.
Section 1.6. Finder’s
Fees. No broker, investment bank, financial advisor or other person
is entitled to any broker’s, finder’s, financial
adviser’s or similar fee or commission in
connection
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with the transactions contemplated
hereby based upon arrangements made by or on behalf of such
Shareholder.
ARTICLE II. REPRESENTATIONS AND
WARRANTIES OF SCRIPPS
Scripps represents and warrants
to each of the Shareholders as follows:
Section 2.1. Authority.
Scripps has all requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.
This Agreement has been duly authorized, executed and delivered by
Scripps and constitutes a valid and binding obligation of Scripps
enforceable in accordance with its terms.
Section 2.2. No Conflicts;
Required Filings and Consents.
(a) Neither
the execution and delivery of this Agreement, nor the consummation
of the transactions contemplated hereby and compliance with the
terms hereof, will violate, conflict with or result in a breach, or
constitute a default (with or without due notice or lapse of time
or both) under any provision of, any trust agreement, loan or
credit agreement, note, bond, mortgage, indenture, lease or other
agreement, instrument, permit, concession, franchise, license,
judgment, order, notice, decree, statute, law, ordinance, rule or
regulation applicable to Scripps or to Scripps’ property or
assets.
(b) The
execution and delivery of this Agreement by Scripps does not, and
the performance of this Agreement by Scripps will not, require any
consent, approval, authorization or permit of, or filing with or
notification to, any Governmental Body (as defined in the Merger
Agreement), except for the filing by Scripps of a Form 13D,
except where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or
notifications, would not, individually or in the aggregate, prevent
or materially delay the performance by Scripps of any of its
obligations under this Agreement.
ARTICLE III. VOTING OF SUBJECT
SHARES
Section 3.1. Agreement to
Vote. From the date hereof, and until the termination of this
Agreement in accordance with Article V, each Shareholder,
severally and not jointly, agrees as follows:
(a) At
any meeting of shareholders of the Company called to vote upon the
Merger and the Merger Agreement or at any adjournment thereof or in
any other circumstances upon which a vote, consent or other
approval (including by written consent) with respect to the Merger
Agreement, the Merger and any other transaction contemplated
thereby is sought, each Shareholder shall vote (or cause to be
voted) the Subject Shares in favor of the adoption by the Company
of the Merger and the approval of the Merger Agreement and any
actions required in furtherance thereof and each of the
transactions contemplated by the Merger Agreement.
(b) At
any meeting of shareholders of the Company or at any adjournment
thereof or in any other circumstances upon which a vote, consent or
other approval of all or some of the shareholders of the Company is
sought, each Shareholder shall vote (or cause to be voted) its
Subject Shares against (i) any action or agreement that would
reasonably be expected to result in a breach of any covenant,
representation or warranty or any other obligation or agreement of
the
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Company under the Merger Agreement
or which would reasonably be expected to result in any of the
conditions to the Merger Agreement not being fulfilled,
(ii) any merger agreement or merger (other than the Merger
Agreement and the Merger), consolidation, combination, sale or
transfer of a material amount of assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by
the Company, and (iii) any amendment of the Company’s
certificate of incorporation or by-laws or other proposal or
transaction involving the Company or any of its subsidiaries, which
amendment or other proposal or transaction would in any manner
delay, impede, frustrate, prevent or nullify the Merger, the Merger
Agreement or any of the other transactions contemplated by the
Merger Agreement or change in any manner the voting rights of the
Subject Shares other than in connection with the transactions
contemplated by the Merger. Each Shareholder further agrees not to
commit or agree to take any action inconsistent with the
foregoing.
(c) In
addition, each Shareholder agrees that it will, upon request by
Scripps, furnish written confirmation, in form and substance
reasonably acceptable to Scripps, of such Shareholder’s vote
in favor of the Merger Agreement and the Merger.
Section 3.2. Irrevocable
Proxy.
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