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EXHIBIT 99.1
Execution Copy
VOTING AND SUPPORT AGREEMENT
THIS
VOTING AND SUPPORT AGREEMENT (this "AGREEMENT") is made as of
October
18, 2005, by and between Hoshizaki America,
Inc., a Georgia corporation
("PARENT") and each of the signatories
hereto (each, a "SHAREHOLDER").
WHEREAS,
Parent has entered into an Agreement and Plan of Merger, of
even
date herewith (as the same may be amended
or supplemented, the "MERGER
AGREEMENT"; capitalized terms used but not
defined herein shall have the
meanings set forth in the Merger
Agreement), pursuant to which Parent will
directly acquire all of the capital stock
of Lancer Corporation (the "COMPANY")
through the merger of a designee of Parent
to be formed as a corporation under
the laws of the State of Texas with and
into the Company; and
WHEREAS,
each Shareholder owns capital stock in the Company and desires
to
enter into this Agreement pursuant to which
he, she or it agrees, among other
things, to vote all of the Subject Shares
(as defined in Section 1(b), below)
held by such Shareholder in favor of the
transactions contemplated by the Merger
Agreement.
NOW,
THEREFORE, in consideration of the foregoing and of the
promises,
representations, warranties and agreements
contained herein, and intending to be
legally bound hereby, the parties agree as
follows:
1.
Representations and Warranties of Shareholder. Each Shareholder
hereby
represents and warrants to Parent as of the
date hereof, as follows:
(a) Authority. Such Shareholder has all requisite power and
authority to enter into this Agreement and
to consummate the transactions
contemplated hereby. This Agreement has
been duly executed and delivered by such
Shareholder and constitutes a valid and
binding obligation of such Shareholder
in accordance with its terms. Except as may
be required under the HSR Act,
federal securities laws or the rules of the
National Association of Securities
Dealers, Inc., the execution and delivery
of this Agreement does not and
compliance with the terms hereof will not
(i) conflict with, result in any
violation of, or constitute (with or
without notice or lapse of time or both) a
default under, any provision of any
material trust agreement, loan or credit
agreement, bond, note, mortgage, indenture,
lease or other contract or agreement
applicable to the Subject Shares held by
such Shareholder, (ii) require any
filing with, or permit, authorization,
consent or approval of, any federal,
state or local government or any court,
tribunal, administrative agency or
commission or other governmental or
regulatory authority or agency, domestic or
foreign, or (iii) violate any judgment,
order, writ, injunction, decree, law,
statute, rule or regulation applicable to
the Subject Shares held by such
Shareholder.
(b) The Subject Shares. Such Shareholder is the record or
beneficial
owner of, and has good and marketable title
to, the number of shares of Company
Common Stock set forth opposite his, her or
its name on the signature page
hereto (such shares of Company Common
Stock, together with any other shares of
capital stock of the Company acquired by
the Shareholder after the date hereof
and during the term of this Agreement, by
purchase, exercise of stock options or
otherwise, collectively referred to herein
as the "SUBJECT Shares"), free and
clear of any liens or other encumbrances
whatsoever. Such Shareholder does not
own, of record or beneficially, any shares
of Company Stock other than the
Subject Shares held by such Shareholder;
and, such Shareholder does not have any
voting rights with respect to any shares of
Company Stock other than the Subject
Shares held by such Shareholder, pursuant
to any voting agreement or otherwise.
As of the date hereof and for so long as
this Agreement remains in effect,
except for this Agreement or as otherwise
permitted by this Agreement, such
Shareholder has full legal power, authority
and right to vote all of the Subject
Shares held by such Shareholder in favor of
the approval and authorization of
the Merger, the Merger Agreement and the
other transactions contemplated thereby
(collectively, the "PROPOSED TRANSACTION")
without the consent or approval of,
or any other action on the part of, any
other person or entity. Without limiting
the generality of the foregoing, such
Shareholder has not entered into any
voting agreement (other than this
Agreement) with any person or entity with
respect to any of the Subject Shares held
by such Shareholder,
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granted any person or entity any proxy
(revocable or irrevocable) or other power
of attorney with respect to any of the
Subject Shares held by such Shareholder,
deposited any of the Subject Shares held by
such Shareholder in a voting trust
or entered into any arrangement or
agreement with any person or entity limiting
or affecting his, her or its legal power,
authority or right to vote the Subject
Shares held by such Shareholder on any
matter.
2. Voting
of Shares; Proxy.
(a) Subject to the provisions of Section 2(b) and 10 below, and
without in any way limiting any
Shareholder's right to vote the Subject Shares
held by such Shareholder in his, her or its
sole discretion on any other matters
that may be submitted to a Shareholder
vote, consent or other approval
(including by written consent) in a manner
that is not inconsistent with such
Shareholder's obligations under this
Agreement, each Shareholder hereby
irrevocably and unconditionally agrees
that, until the earlier of (y) the
Effective Time or (z) the date on which the
Merger Agreement is terminated (the
earlier thereof being referred to as the
"EXPIRATION DATE"), at any meeting of
the shareholders of the Company called to
vote upon the Merger, its approval or
any rescission or withdrawal of such
approval, or at any adjournment thereof, or
in any other circumstances upon which a
vote, consent or other approval
(including written consent) with respect to
the Merger and the Merger Agreement
is sought, each Shareholder shall vote (or
cause to be voted) the Subject Shares
held by such Shareholder:
(i) in favor of the Merger, the approval and adoption by the
Company of
the Merger Agreement and approval of the other transactions
contemplated by the Merger Agreement; and
(ii) against (A) any Acquisition Transaction other than the
Proposed
Transaction (a "COMPETITIVE PROPOSAL"), (B) any change in the
capital
structure of the Company and (C) any other action that may
reasonably
be expected to impede, interfere with, delay, postpone or
attempt to
discourage the consummation of the transactions contemplated by
the Merger
Agreement or result in a breach of any of the covenants,
representations, warranties or other obligations or agreements of
the
Company
under the Merger Agreement, which would materially and
adversely
affect the Company or Parent or
their respective abilities to consummate
the
transactions contemplated by the Merger Agreement.
(b) By executing this Agreement, each Shareholder, in furtherance
of
the transactions contemplated hereby and by
the Merger Agreement, and in order
to secure the performance by such
Shareholder of his, her or its duties under
this Agreement, hereby irrevocably appoints
Mark McClanahan, the attorney, agent
and proxy for the
