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EXHIBIT 99.3
FORM OF CONSENT OF HOLDERS OF LRS NONVESTED RESTRICTED SHARES
LRS ACQUISITION CORP.
AGREEMENT AND CONSENT OF
HOLDER OF LRS NONVESTED RESTRICTED SHARES
This Agreement and Consent of Holder of LRS Nonvested Restricted
Shares is made as of ___________, 1998 between _______________ (the "Nonvested
Restricted Share Holder") and LRS Acquisition Corp., a Delaware corporation
("LRS").
WHEREAS, the Nonvested Restricted Share Holder is the owner of
_______ Restricted Shares of LRS Common Stock purchased under a Stock Purchase
Right Agreement dated ___________ pursuant to the LRS 1994 Stock Plan (the
"Plan"); the number of such shares that have not vested as of the Closing Date
under the Reorganization Agreement (defined below) are referred to herein as
the "Nonvested Restricted Shares";
WHEREAS, LRS is a party to an Agreement and Plan of Reorganization
(the "Reorganization Agreement"), dated as of January 23, 1998, by and among
Sybron International Corporation, a Wisconsin corporation ("Sybron"), Normandy
Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Sybron
("Acquisition"), LRS, and Liberty Partners Holdings 5, L.L.C., a Delaware
limited liability company;
WHEREAS, upon the terms and subject to the conditions set forth in the
Reorganization Agreement, (i) Acquisition will merge with and into LRS with LRS
being the surviving corporation and becoming a wholly owned subsidiary of
Sybron, and (ii) all equity securities of LRS (including all Nonvested
Restricted Shares) will be converted into or exchanged for shares of Common
Stock, par value $.01 per share, of Sybron ("Sybron Common Stock");
WHEREAS, as a condition to the consummation of the merger
contemplated by the Reorganization Agreement, Sybron and LRS have required that
the holders of all Nonvested Restricted Shares surrender and cancel their
Nonvested Restricted Shares in exchange for the consideration set forth in the
Reorganization Agreement; and
WHEREAS, capitalized terms used herein and not otherwise defined will
have the meanings set forth in the Reorganization Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Surrender and Cancellation of the Nonvested Restricted Shares.
In lieu of the consideration provided for in Section 9 of the Stock Purchase
Right Agreement, the Nonvested Restricted Share Holder hereby approves the
consummation of the transactions described in the Reorganization Agreement and
surrenders the certificate(s) representing the Nonvested Restricted Shares (and
all rights related to such shares), which were purchased under the Stock
Purchase Right Agreement attached hereto as Exhibit A, to LRS for cancellation
simultaneously with, and subject to the consummation of, the Merger, in
exchange for a number of shares of Sybron Common Stock equal to the aggregate
fair market value of such Nonvested Restricted Shares as of the Effective Time
of Merger, calculated in accordance with Section 1.89 of the Reorganization
Agreement, which shall be an amount equal to, for each Nonvested Restricted
Share, the sum of (a) the Net Equity Merger Price multiplied by a fraction, the
numerator of which shall be 0.72 and the denominator of which shall be the
Total Shares Deemed Outstanding, plus (b) 10% of the original purchase price
for such Nonvested Restricted Share. If the Reorganization Agreement is
terminated, the Nonvested Restricted Shares shall be returned to the Nonvested
Restricted Share Holder and this Agreement and Consent shall be terminated
without any liability to any party hereto.
2. Representations of the Nonvested Restricted Share Holder. The
Nonvested Restricted Share Holder hereby represents and warrants to LRS and
Sybron that (a) it is the registered and beneficial owner of the Nonvested
Restricted Shares and possesses good title thereto, free and clear of any
liens, charges and encumbrances (other than
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liens, charges and encumbrances set forth in the Stock Purchase Right Agreement
or the Plan), (b) it has the requisite power and authority to enter into this
Agreement and Consent and to perform its obligations hereunder, (c) this
Agreement and Consent has been duly authorized, executed and delivered by the
Nonvested Restricted Share Holder and constitutes a valid and binding
obligation of the Nonvested Restricted Share Holder, enforceable in accordance
with its terms, (d) the Nonvested Restricted Share Holder is not subject to or
bound by any provision of any contract or agreement, or any law, order,
judgement or decree which would be breached or violated upon execution,
delivery or performance of this Agreement and Consent or the consummation of
the transactions contemplated hereby, and (e) the Nonvested Restricted Share
Holder is aware of, and has had a satisfactory opportunity to ask questions of
and receive answers from agents and employees of LRS concerning, the terms and
conditions of the transactions contemplated hereby and under the Reorganization
Agreement and has received a copy of the Proxy Statement/Prospectus dated March
12, 1998, including the Reorganization Agreement and the other appendices
thereto, and such other information about the transactions contemplated hereby
and thereby as the Nonvested Restricted Share Holder deemed necessary or
desirable to reach an informed and knowledgeable decision to enter into this
Agreement and Consent.
3. Appointment of LRS Representatives. Upon consummation of the
Merger and subject to the provisions of Section 10.16 of the Reorganization
Agreement, the Nonvested Restricted Share Holder hereby irrevocably appoints
Messrs. Michael Kluger, Gordon Nye and Kenneth Rainin as his agents and
attorneys-in-fact with full power of substitution to do any of the things set
forth in Section 10.16 of the Reorganization Agreement.
4. Waiver of Dissenters Rights. The Nonvested Restricted Share
Holder hereby waives any dissenters rights, appraisal rights or other similar
rights available under any applicable law or contract with respect to the
transactions contemplated by this Agreement and Consent or the Reorganization
Agreement.
5. Further Assurances. The Nonvested Restricted Share Holder
shall, upon the request of LRS or Sybron, execute and deliver such documents
and take such actions reasonably deemed by LRS or Sybron to be necessary to
effectuate the purposes and objectives of this Agreement and Consent.
6. Counterparts. This Agreement and Consent may be executed in
multiple counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same Agreement and Consent.
7. Governing Law. This Agreement and Consent shall be governed
by and construed in accordance with the laws of the State of Delaware, without
giving effect to the principles of conflicts of law thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement and
Consent to be executed and delivered as of the date first written above.
____________________________________________
[Nonvested Restricted Share Holder]
LRS ACQUISITION CORP.
By: ________________________________________
Its: _______________________________________
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