Back to top

VOTING AGREEMENT

Voting Agreement

VOTING AGREEMENT You are currently viewing:
This Voting Agreement involves

DEVCON INTERNATIONAL CORP

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: VOTING AGREEMENT
Governing Law: Florida     Date: 11/16/2005
Industry: BLDSRV     Law Firm: Akerman Senterfitt; Squire, Sanders & Dempsey, L.L.P.     Sector: CAPGDS

Search Voting Agreement by:

Document Title:

Entire Document: (optional)

50 of the Top 250 law firms use our Products every day
 

Exhibit 10.1

VOTING AGREEMENT

     VOTING AGREEMENT, dated as of November 9, 2005 (this “ Agreement ”), by and between Devcon International Corp., a Florida corporation (“ Parent ”) and the undersigned (the “ Stockholder ”).

     WHEREAS, concurrently herewith, Parent, Devcon Acquisition, Inc., a Florida corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), and Guardian International, Inc., a Florida corporation (the “ Company ”), are entering into an Agreement and Plan of Merger (the “ Merger Agreement ”; capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement), pursuant to which (and subject to the terms and conditions set forth therein) the Merger Sub shall merge with and into Company (the “ Merger ”), and each issued and outstanding share of the Common Stock (the “ Company Common Stock ”), will be converted into the right to receive the Merger Consideration and the Preferred Stock will be redeemed or converted into the right to receive the Redemption Amount;

     WHEREAS, Stockholder beneficially owns shares of Company Common Stock as set forth on Schedule A hereto (the “ Owned Shares ” and, together with any shares of Company Common Stock or other Company securities with voting rights, including, but not limited to, certain shares of Series D Preferred Stock, of which the Stockholder acquires beneficial ownership after the date hereof and prior to the termination hereof, whether upon exercise of options, warrants, conversion of other convertible securities or otherwise, are collectively referred to herein as the “ Covered Shares ”);

     WHEREAS, in order to induce Parent to enter into the Merger Agreement and proceed with the Merger, Parent and Stockholder are entering into this Agreement; and

     WHEREAS, Stockholder acknowledges that Parent is entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of Stockholder set forth in this Agreement and would not enter into the Merger Agreement if Stockholder did not enter into this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent and Stockholder hereby agree as follows:

          1.   Agreement to Vote .

          (a) Prior to any termination of this Agreement, Stockholder hereby agrees that it shall, and shall cause any other holder of record of its Covered Shares (which it has the authority to direct) to, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, (ii) vote (or cause to be voted) in person or by proxy all Covered Shares in favor of the Merger and any other matters necessary for the consummation of the Transactions and (iii) vote (or cause to be voted) all Covered Shares against (A) any proposal for any recapitalization, reorganization, liquidation, merger, sale of assets or other business combination between the Company and any other Person (other than the

 


 

Merger) and (B) any other action that could reasonably be expected to, impede, interfere with, delay, postpone or adversely affect the consummation of the Merger or any of the Transactions, or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement. For the purposes of this Agreement, the term “Person” means a natural person, corporation, trust, partnership, joint venture, association, limited liability company or other business or other legal entity of any kind.

          (b) IN THE EVENT THE STOCKHOLDER FAILS TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1, STOCKHOLDER INDIVIDUALLY HEREBY GRANTS TO, AND APPOINTS, PARENT, THE PRESIDENT OF PARENT AND THE SECRETARY OF PARENT, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, THE STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKE ANY PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES IF AND ONLY TO THE EXTENT SUCH PROXY RELATES TO THE MATTERS COVERED BY CLAUSE (a) OF THIS SECTION 1.

          (c) Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company, except as set forth in clause (a) of this Section 1. In addition, nothing in this Agreement shall give Parent or any of its officers or designees the right to vote any Covered Shares in connection with the election of directors.

          (d) In the event that Stockholder receives an offer to purchase any of the Covered Shares held by Stockholder (other than pursuant to the Merger Agreement), Stockholder hereby agrees that it shall (i) promptly notify Company and notify any other Person who is entitled to purchase the Covered Shares that Stockholder has received an offer to purchase its Covered Shares, and (ii) promptly reject any first offer right that Stockholder may have to purchase any Covered Shares or securities of the Company convertible into Covered Shares insofar as such first offer right arises from the execution of the Merger Agreement or consummation of the Merger.

          2.   No Inconsistent Agreements . Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and by any agreement listed in Schedule B , attached hereto, it (a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Covered Shares and (b) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy or power of attorney with respect to the Covered Shares, in either case, which is inconsistent with its obligations pursuant to this Agreement.

2


 

          3.   Termination . This Agreement shall terminate upon the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms, and (c) written notice of termination of this Agreement by Parent to Stockholder, such earliest date being referred to herein as the “ Termination Date ”.

          4.   Representations and Warranties .

          (a) Representations and Warranties of Parent . Parent hereby represents and warrants to Stockholder as follows:

     (i) Valid Existence . Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.

     (ii) Authority Relative to This Agreement . Parent has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by the Merger Agreement. The execution, delivery and performance of this Agreement by Parent and the consummation by Parent of the transactions contemplated by the Merger Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate or shareholder proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated by the Merger Agreement. This Agreement has been duly and validly authorized, executed and delivered by Parent and, assuming due authorization, execution and delivery by Stockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms.

     (iii) No Conflicts . Except for the applicable requirements of the Exchange Act and HSR Act, (A) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated by the Merger Agreement and (B) neither the execution and delivery of this Agreement by Parent nor the consummation by Parent of the transactions contemplated by the Merger Agreement nor compliance by Parent with any of the provisions hereof or thereof shall (1) conflict with or violate the Articles of Incorporation or Bylaws of Parent, (2) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any property or asset of Parent is bound or affected or (3) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or a


This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more