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EXHIBIT 2.4
STOCK VOTING AGREEMENT
STOCK VOTING AGREEMENT (this "Agreement"), dated as of June 22, 2000 by
and between the undersigned stockholder (the "Stockholder") and CONAGRA, INC.,
a Delaware corporation ("Parent") and INTERNATIONAL HOME FOODS, INC., a Delaware
corporation (the "Company").
WHEREAS, concurrently herewith, Parent, CAG Acquisition Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent (the "Parent Sub"),
and the Company, are entering into an Agreement and Plan of Merger of even date
herewith (the "Merger Agreement"), pursuant to which the Parent Sub will merge
with and into Company (the "Merger"). Each capitalized term used herein, and not
otherwise defined herein, shall have the meaning set forth in the Merger
Agreement; and
WHEREAS, the Stockholder owns, as of the date hereof, the number of
shares of common stock, $.01 par value per share, of the Company ("Company
Common Stock") (such shares of Company Common Stock owned by the Stockholder on
the date hereof, together with any shares of Company Common Stock acquired by
the Stockholder after the date hereof and prior to the termination hereof,
hereinafter collectively referred to as the "Shares") set forth on "Exhibit A";
and
WHEREAS, the Board of Directors of the Company has approved this
Agreement and the transactions contemplated hereby in accordance with Section
203 of the Delaware General Corporation Law; and
WHEREAS, Parent and Parent Sub are entering into the Merger Agreement
in reliance on and in consideration of the Stockholder's representations,
warranties, covenants and agreements hereunder.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, and intending to be
legally bound hereby, it is agreed as follows:
1. VOTE.
(a) Agreement to Vote. The Stockholder hereby revokes any and all
previous proxies with respect to such Stockholder's Shares and irrevocably
agrees to vote and otherwise act (including pursuant to written consent) with
respect to all of such Shares, (i) for the adoption of the Merger Agreement, as
the same may be amended from time to time, all actions required in furtherance
thereof, and all agreements related to the Merger and any actions related
thereto, at any meeting or meetings of the stockholders of the Company, and at
any adjournment, postponement or continuation thereof, at which the Merger
Agreement and other related agreements (or any amended version or versions
thereof), or such other actions are submitted for the consideration and vote of
the stockholders of the Company; (ii) against any action or agreement that is
reasonably likely to result
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in a breach in any material respect of any covenant, representation or warranty
or any other obligation of the Company under the Merger Agreement; and (iii)
against (a) any extraordinary corporate transaction, such as a merger, rights
offering, reorganization, recapitalization or liquidation involving the Company
or any of its subsidiaries other than the Merger, (b) a sale or transfer (other
than to a subsidiary of the Company) of assets of the Company or any of its
material subsidiaries comprising more than 15% of the assets of the Company on a
consolidated basis, or (c) any action that is reasonably likely to materially
impede, interfere with, delay, postpone or adversely affect in any material
respect the Merger and the transaction contemplated by the Merger Agreement. The
obligations of the Stockholder under this Section 1 shall remain in effect with
respect to the Shares until, and shall terminate upon, the earlier to occur of
the Effective Time or the termination of the Merger Agreement in accordance with
its terms. The Stockholder hereby agrees to execute such additional documents as
Parent may reasonably request to effectuate the foregoing.
(b) IRREVOCABLE PROXY.
(i) The Stockholder hereby constitutes and appoints Parent, with
full power of substitution, its true and lawful proxy and
attorney-in-fact to vote, at any meeting (and any
adjournment or postponement thereof) of the Company's
stockholders, the Shares in accordance with Section 1(a).
Such proxy shall be limited strictly to the power to vote
the Shares in the manner set forth in the preceding sentence
and shall not extend to any other matters.
(ii) The proxy and power of attorney granted herein shall be
irrevocable during the term of this Agreement, shall be
deemed to be coupled with an interest sufficient in law to
support an irrevocable proxy and shall revoke all prior
proxies granted by the Stockholder. The Stockholder agrees
not to grant any proxy to any person which conflicts with
the proxy granted herein, and any attempt to do so shall be
void. The power of attorney granted herein is a durable
power of attorney and shall survive the death or incapacity
of the Stockholder.
(iii) If the Stockholder fails for any reason to vote the Shares
in accordance with the requirements of Section 1(a) hereof,
then the Parent shall have the right to vote the Shares at
any meeting of the Company's stockholder in accordance with
the provisions of this Section 1(b). The vote of Parent
shall control in any conflict between its vote of the Shares
and a vote by the Stockholder of such Shares.
2. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. The Stockholder
represents and warrants to Parent as follows:
2.1 OWNERSHIP OF SHARES. On the date hereof, the Shares are all of the
Shares currently owned by the Stockholder. Except, as to a
Stockholder that is an individual, as set forth in Schedule 2.1
and as contemplated by Section 3.1, the Stockholder currently
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has, and at Closing will have good, valid and marketable title to
the Shares, free and clear of all liens, encumbrances, and
security interests (other than the encumbrances created by this
Agreement and other than restrictions on transfer under applicable
Federal and State securities laws) and free of other restrictions,
options, rights to purchase or other claims that would adversely
affect the ability of the Stockholder to perform its obligations
hereunder or pursuant to which, the Stockholder could be required
to sell, assign or otherwise transfer the Shares.
2.2 AUTHORITY; BINDING AGREEMENT. The Stockholder has the full legal
right, power and authority to enter into and perform all of its
obligations under this Agreement. This Agreement has been duly
executed and delivered by the Stockholder and constitutes a legal,
valid and binding agreement of the Stockholder, enforceable in
accordance with its terms, except as the enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium
and similar laws, now or hereafter in effect affecting creditors
rights and remedies generally or general principles of equity.
Neither the execution and delivery of this Agreement nor the
consummation by the Stockholder of the transactions contemplated
hereby will (i) violate, or require any consent, approval or
notice under, any provision of any judgment, order, decree,
statute, law, rule or regulation applicable to the Stockholder or
the Shares or (ii) constitute a violation of, conflict with or
constitute a default under, any contract, commitment, agreement,
understanding, arrangement or other restriction of any kind to
which the Stockholder is a party or by which the Stockholder is
bound, in each case the effect of which would adversely affect the
ability of the Stockholder to perform his obligations hereunder.
2.3 RELIANCE ON AGREEMENT. The Stockholder understands and
acknowledges that the Parent is entering into the Merger Agreement
in reliance upon the Stockholder's execution and delivery of this
Agreement. The Stockholder acknowledges that the agreement set
forth in Section 1 is granted in consideration for the execution
and delivery of the Merger Agreement by the Parent.
3. CERTAIN COVENANTS OF THE STOCKHOLDER. Except in accordance with the
provisions of this Agreement, the Stockholder agrees with, and covenants to,
Parent as follows:
3.1 TRANSFER. The Stockholder shall not, other than, in the case of a
Stockholder that is an individual, as a result of the death of the
Stockholder, (i) transfer (which term shall include, without
limitation, for the purposes of this Agreement, any sale, gift,
pledge, assignment, encumbrance or other disposition), whether
directly or indirectly (including by operation of law), or consent
to any transfer of, any or all of the Shares or any interest
therein, except pursuant to the Merger, (ii) grant any proxies
with respect to the Shares, deposit the Shares into a voting trust
or enter into a voting agreement or similar arrangement with
respect to the Shares, or (iii) enter into any contract, option or
other agreement or understanding with respect to any transfer of
any or all such Shares or any interest therein or take any other
action with respect
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thereto, in either case, in a manner that would conflict with or
violate the terms of the "affiliate letter" executed by the
Stockholder pursuant to Section 5 hereof or take any other action
that would prevent the Stockholder from performing its obligations
under this Agreement. Notwithstanding the foregoing provisions of
this Section 3.1, in the case of a Stockholder that is an
individual, such Stockholder may pledge, or enter into any
contract, arrangement or understanding which constitutes a pledge
of, the Shares or any interest contained therein, free from
obligations on the pledgee under this Agreement; provided,
however, such Stockholder shall, in connection with such pledge,
retain its voting rights over such Shares and shall retain or
shall otherwise remain liable for the obligations under Section 4
with respect to such shares.
3.2 STOP TRANSFER. The Stockholder hereby agrees with, and covenants
to, each other party hereto, that such Stockholder shall not
request that the Company register the transfer (book entry or
otherwise) of any certificate or uncertified interest representing
any of its Shares, unless such transfer is made in compliance with
this Agreement. The Company agrees with, and covenants to, each
other party hereto that the Company shall not register the
transfer (book entry or otherwise) of any certificate or
uncertified interest representing any of the Shares, unless such
transfer is made in compliance with this Agreement.
3.3 SOLICITATION. Prior to the Effective Time, the Stockholder agrees
in his capacity as the Stockholder that it shall not directly or
indirectly (including through representatives, advisors, agents or
any other intermediaries), (i) solicit, initiate, encourage or
otherwise facilitate (including by way of furnishing information)
any inquiries or proposals that constitute, or could reasonably be
expected to lead to, a proposal or offer for a merger, tender
offer, recapitalization, consolidation, business combination, sale
or other disposition of all or a substantial portion of the assets
of the Company and its Subsidiaries, taken as a whole, sale of 15%
or more of the shares of capital stock (including by way of a
tender offer, share exchange or exchange offer) or similar or
comparable transactions involving the Company or any of its
Subsidiaries, other than the transactions contemplated by the
Merger Agreement (any one or combination of the foregoing
inquiries or proposals being referred to in this Agreement as an
Acquisition Transaction), (ii) engage in negotiations or
discussions concerning, or provide any non-public information to
any person or entity relating to, any Acquisition Transaction, or
which may reasonably be expected to lead to an Acquisition
Transaction, or (iii) enter into any agreement, arrangement or
understanding with respect to any such Acquisition Transaction or
which would require the Company to abandon, terminate or fail to
consummate the Merger or any other transaction contemplated by the
Merger Agreement. Notwithstanding the foregoing, the Stockholder
may act as an advisor or representative of the Company in
connection with actions taken by the Company that are permitted
pursuant to Section 6.2 of the Merger Agreement.
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3.4 NOTIFICATIONS. The Stockholder shall, while this Agreement is in
effect, notify Parent promptly, but in no event later than two
business days, of the number of any shares of Company Common Stock
acquired by the Stockholder after the date hereof.
4. CAPTURE. The Stockholder agrees:
(a) In the event that the Merger Agreement shall have been terminated
under circumstances where Parent is entitled to receive a Termination Fee, the
Parent, as provided in this Section 4, shall be entitled to receive fifty
percent (50%) of all Profit (as defined below) received by the Stockholder from
the consummation of any Acquisition Transaction that is entered into (including
by way of announcement of an intent to commence a tender or exchange offer) or
consummated upon such termination or within twelve (12) months thereafter (an
"Alternative Transaction").
(b) "Profit" shall be calculated as of the date of the consummation of
the Alternative Transaction (the "Alternative Closing Date") and shall mean the
excess, if any, of (i) the Alternative Transaction Consideration (as defined
below), over (ii) the product of (determined without duplication) the sum of (x)
the number of Shares held by the Stockholder and that were sold, exchanged or
otherwise disposed of as a part of the Alternative Transaction and (y) the
number, if any, of Disposition Shares, times (z) $22.00 (the "Current
Transaction Consideration").
(c) "Alternative Transaction Consideration" shall mean all cash,
securities, settlement or termination amounts, notes, or other debt instruments,
and other consideration received or to be received, directly or indirectly, by
the Stockholder (i) in respect of the Shares held by the Stockholder that were
sold, exchanged or otherwise disposed of (x) as a part of the Alternative
Transaction and (y) by the Stockholder after the termination of the Merger
Agreement and prior to the Alternative Closing Date (the Shares under this
clause (y) being referred to as "Disposition Shares") and (ii) in respect of any
agreements or arrangements (including, without limitation, any employment
agreement (except a bona fide employment agreement pursuant to which the
Stockholder is required to devote, and under which the Stockholder in good faith
intends to devote, substantially all of his business time and effort to the
performance of executive services for the Company), consulting agreement,
non-competition agreement, confidentiality agreement, settlement agreement or
release agreement) entered into, directly or indirectly, by the Stockholder as a
part of or in connection with the Alternative Transaction; provided that the
foregoing shall not include up to $10,000,000 received as a result of such
Alternative Transaction by Hicks, Muse & Co. Partners L.P. pursuant to Section
3(b) of that certain Financial Advisory Agreement dated November 1, 1996.
(d) For purposes of determining whether a Profit exists and the value
of the Alternative Transaction Consideration (i) all securities and other
non-cash items shall be valued as mutually agreed, and, absent such agreement,
based upon the fair market value thereof as determined by an independent expert
selected by Parent and who is reasonably acceptable to the
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Stockholder (the cost of which shall be equally borne by Parent and the
Stockholder), (ii) all deferred payments or consideration ("Deferred
Consideration") shall be discounted to the net present value thereof at a
discount rate (the "Discount Rate") as mutually agreed or as determined by the
such independent expert to be a market rate, and (iii) all contingent payments
will be assumed to have been paid.
(e) If a Profit is determined to exist then, Parent shall be entitled
to participate in such Profit as follows:
(i) To the extent that a Profit is determined to exist solely by
reason of the receipt, as of the Alternative Closing Date,
of Alternative Transaction Consideration in the form of cash
and equity securities and not taking into account any other
Alternative Transaction Consideration (such Profit being
referred to as a "Cash Profit") then, the Stockholder shall:
(x) pay and assign to Parent fifty percent (50%) of the
amount of such Cash Profit with such payment and
assignment being comprised of cash and equity
securities in the same ratio as such items comprised
the Alternative Transaction Consideration, and
(y) assign to Parent fifty percent (50%) of the amount of
all Alternative Transaction Consideration consisting of
items other than cash and equity securities.
(ii) If clause (i) is not applicable and if a Profit is
determined to exist, then, at such time as a Profit Receipt
Date (as defined herein) has occurred, Stockholder shall
then promptly assign to Parent fifty percent (50%) of the
amount of all Alternative Transaction Consideration that is
payable or that may be received from and after the Profit
Receipt Date. "Profit Receipt Date" shall mean that point in
time that the amount of cash (including cash proceeds from
debt securities, other non-cash items, Deferred Compensation
and contingent payments) and equity securities actually
received by the Stockholder as a part of the Alternative
Transaction Consideration (or from the disposition of any
portion of the Alternative Transaction Consideration) equals
the amount of the Current Transaction Consideration.
(f) Any assignment of non-cash items of Alternative Transaction
Consideration by Stockholder hereunder shall be free and clear of all liens,
claims and encumbrances (other than those arising under the terms of the
Alternative Transaction Consideration assigned) and shall include any
registration or similar rights to which the Stockholder is entitled. Any payment
of cash items of Alternative Transaction Consideration by Stockholder hereunder
shall be made to Parent or its designee, within two (2) business days of its
receipt by the Stockholder. Any non-
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cash items to be delivered to Parent shall be delivered within two (2) business
days following receipt by Stockholder.
(g) In the event that after the date of this Agreement, the amount of
consideration to be received by the holders of Company Common Stock in
connection with the Merger should be increased (a "Second Transaction"), then,
as may be requested by Parent, the Stockholder shall either (i) execute and
deliver to Parent such documents or instruments as may be necessary to waive the
right to receive 50% of such increase to the extent that such increase results
in any Profit or (ii) tender and pay and assign, or cause to be paid and
assigned, to Parent, or its designee, 50% of the Profit realized from such
Second Transaction in the same form of consideration (including relative
proportions of cash and stock) delivered by Parent to the Stockholder in
connection with the Second Transaction. As used in this Section 4(c), Profit
shall mean an amount equal to the excess, if any, of (y) the per share Second
Transaction Consideration over (z) $22.00. As used in this subparagraph (g),
Second Transaction Consideration shall mean all cash and securities (whether
debt or equity), received or to be received, directly or indirectly, by the
Stockholder in respect of the Shares in connection with or as a result of the
Second Transaction.
5. DELIVERY OF AFFILIATE LETTER. In connection with the execution of
this Agreement, the Stockholder shall execute and deliver to Parent on the date
hereof, the "affiliate letter" in the form attached hereto as Exhibit "B".
6. EFFECT OF PURPORTED TRANSFER. The parties hereto agree that any
transfer of the Shares made other than in compliance with this Agreement shall
be null and void. Any such transfer shall convey no interest in any of the
Shares purported to be transferred, and the transferee shall not be deemed to be
a stockholder of the Company nor entitled to receive a new share certificate or
any rights, dividends or other distributions on or with respect to such Shares.
7. TERMINATION. This Agreement shall terminate on the earlier of (i)
the Effective Time (as defined in the Merger Agreement) or (ii) upon the
termination of the Merger Agreement in accordance with its terms; provided,
however, Section 4 and Section 9 shall survive, and shall not terminate until
the Stockholder shall have performed all obligations under Section 4.
8. ACTION IN THE STOCKHOLDER'S CAPACITY ONLY. The Stockholder does not
make any agreement or understanding herein as director or officer of the
Company. The Stockholder signs solely in his capacity as a recordholder and
beneficial owner of the Shares, and nothing herein shall limit or affect any
actions taken in his capacity as an officer or director of the Company.
9. MISCELLANEOUS.
9.1 NOTICES. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall
be delivered personally or by next-day courier or telecopied with
confirmation of receipt, to the parties at the addresses specified
below (or at such other address for a party as shall be specified
by like notice; provided that notices of a change of address shall
be effective only upon
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receipt thereof). Any such notice shall be effective upon receipt,
if personally delivered or telecopied or one day after delivery to
a courier for next-day delivery.
IF TO PARENT: ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
Attention: Dwight J. Goslee
Fax No.: (402) 595-4709
WITH A COPY TO: McGrath, North, Mullin & Kratz, P.C.
One Central Park Plaza, Suite 1400
222 South Fifteenth Street
Omaha, NE 68102
Attention: Roger W. Wells
Fax No.: 402-341-0216
IF TO STOCKHOLDER: at the addresses set forth on Schedule A
IF TO THE COMPANY: International Home Foods, Inc.
1633 Littleton Road
Parsippany, New Jersey 07054
Attention: General Counsel
Fax No.: (973) 254-5897
WITH A COPY TO: Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
Attention: A. Winston Oxley
Fax No.: (214) 220-7716
9.2 ENTIRE AGREEMENT. This Agreement, together with the documents
expressly referred to herein, constitute the entire agreement and
supersede all other prior agreements and understandings, both
written and oral, among the parties or any of them, with respect
to the subject matter contained herein.
9.3 AMENDMENTS. This Agreement may not be modified, amended, altered
or supplemented, except upon the execution and delivery of a
written agreement executed by the parties hereto.
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9.4 ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors,
assigns and personal representatives, but neither this Agreement
nor any of the rights, interests or obligations hereunder shall be
assigned by any of the parties without the prior written consent
of the other parties.
9.5 GOVERNING LAW. This Agreement, and all matters relating hereto,
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 laws thereof.
9.6 INJUNCTIVE RELIEF; JURISDICTION. The Stockholder and the Company
agree that irreparable damage would occur and that Parent would
not have any adequate remedy at law in the event that any of the
provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly
agreed that Parent shall be entitled to an injunction or
injunctions to prevent breaches by the Stockholder or the Company
of this Agreement and to enforce specifically the terms and
provisions of this Agreement in any court of the United States
located in the State of Delaware or in any Delaware state court
(collectively, the "Courts"), this being in addition to any other
remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) irrevocably consents to
the submission of such party to the personal jurisdiction of the
Courts in the event that any dispute arises out of this Agreement
or any of the transactions contemplated hereby, (ii) agrees that
such party will not attempt to deny or defeat such party to the
personal jurisdiction by motion or other request for leave from
any of the Courts and (iii) agrees that such party will not bring
any action relating to this Agreement or any of the transactions
contemplated hereby in any court other the Courts. The Stockholder
hereby appoints, and shall give prompt notice of such appointment
to, Prickett, Jones, Elliott, Kristol & Schnee, 1310 King Street,
Wilmington, Delaware 19899, as its authorized agent (the
"Authorized Agent") upon which process may be served in any action
based on this Agreement which may be instituted in the Courts by
Parent, and the Stockholder and the Company expressly accepts the
jurisdiction of any such Court in respect to such action. Such
appointment shall be irrevocable. The Stockholder, severally but
not jointly, represents and warrants that the Authorized Agent has
agreed to act as said agent for service of process, and the
Stockholder agrees, severally but not jointly, to take any and all
action, including, without limitation, the filing of any and all
documents and instruments, which may be necessary to continue such
appointment in full force and effect. Service of process upon the
Authorized Agent and written notice of such service to the
Stockholder shall be deemed, in every respect, effective service
of process upon the Stockholder.
9.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and
all of which together shall constitute one and the same document.
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9.8 SEVERABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the
remaining terms and provisions of this Agreement or affecting the
validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, such provision shall
be interpreted to be only so broad as is enforceable.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the date and year first above written.
INTERNATIONAL HOME CONAGRA, INC.
FOODS, INC.
By: /s/ C. Dean Metropoulos By: /s/ Dwight J. Goslee
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Name: C. Dean Metropoulos Name: Dwight J. Goslee
Title: Chief Executive Officer Title: Senior Vice President, Mergers
and Acquisitions
HM3/IH PARTNERS, L.P.
By: HM3/GP Partners, L.P.,
Its General Partner
By: Hicks, Muse GP Partners III, L.P.,
Its General Partner
By: Hicks, Muse Fund III Incorporated,
Its General Partner
By: /s/ David W. Knickel
-------------------------------
Name: David W. Knickel
Title: Vice President
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EXHIBIT "A"
Stock Ownership and Address Notice List
[to be completed]
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EXHIBIT "B"
Form of Affiliate Letter Agreement
[Date]
[PARENT, INC.]
- ---------------------------
- ---------------------------
- ---------------------------
RE: Agreement and Plan of Merger dated as of ____________, 2000
("Merger Agreement"), by and among [PARENT], Inc. ("Parent"), a
wholly-owned subsidiary of Parent ("Merger Sub"), and [COMPANY],
Inc. (the "Company")
Gentlemen:
As a holder of shares of the Company's common stock ("Company Common
Stock"), the undersigned is entitled to receive, in connection with the merger
contemplated by the Merger Agreement, certain shares of common stock, par value
$5.00 per share, of Parent ("Parent Common Stock") and cash. Further, I
understand that I may be deemed an "affiliate" of the Company within the meaning
of Rule 145 under the Securities Act of 1933, as amended (the "Act").
RULE 145. I hereby represent to Parent that I will not offer, sell,
pledge, hypothecate, transfer or otherwise dispose of, any shares of Parent
Common Stock received by me in connection with the merger contemplated by the
Merger Agreement, except (i) in a transaction permitted by Rule 145 under the
Act, or (ii) pursuant to an effective registration statement under the Act, or
(iii) in a transaction which, in the opinion of counsel, reasonably satisfactory
to Parent, is not required to be registered under the Act.
LEGEND. I further agree and consent to the placement of the following
legend on the certificates representing the shares of Parent Common Stock to be
received by me in the merger:
"This Certificate has been issued to or transferred to the
registered holder as a result of a transaction to which Rule 145 under
the Securities Act of 1933, as amended (the "Act"), applies and may not
be sold, transferred or assigned except (i) in a transaction permitted
by Rule 145 under the Act, and as to which the issuer has received
reasonable satisfactory evidence of compliance with Rule 145, or (ii)
pursuant to an effective registration statement under the Act, or (iii)
in a transaction
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which, in the opinion of counsel reasonably satisfactory to the issuer,
is not required to be registered under the Act."
Parent may cause stop transfer orders to be placed with its transfer
agent with respect to the certificates for the shares of Parent Common Stock
that are required to bear the foregoing legend.
ACKNOWLEDGMENT. I acknowledge that (i) I have carefully read this
letter and understand the requirements hereof and the limitations imposed upon
the distribution, sale, transfer or other disposition of Parent Common Stock and
(ii) the receipt by Parent of this letter is an inducement and a condition to
Parent's obligations to consummate the merger.
Yours very truly,
--------------------------------------
Name:
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