STOCKHOLDER TENDER AND VOTING AGREEMENT, dated as of April 16, 2003
(this "Agreement"), among Crane Co., a Delaware corporation ("Parent"), STC
Merger Co., a Delaware corporation and an indirect wholly owned subsidiary of
Parent ("Purchaser"), and the stockholder of Signal Technology Corporation, a
Delaware corporation (the "Company"), set forth on the signature page of this
Agreement ("Stockholder").
WHEREAS, in order to induce Parent and Purchaser to enter into the
Agreement and Plan of Merger dated as of the date hereof with the Company (the
"Merger Agreement"), Parent and Purchaser have requested Stockholder, and
Stockholder has agreed, to enter into this Agreement;
WHEREAS, Stockholder, Parent and Purchaser desire to make certain
representations, warranties, covenants and agreements in connection with this
Agreement; and
WHEREAS, capitalized terms used but not defined herein shall have the
respective meanings ascribed to such terms in the Merger Agreement.
NOW, THEREFORE, for valuable consideration and in consideration of the
foregoing and the mutual covenants and agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, Parent, Purchaser and Stockholder hereby agree as follows:
ARTICLE I
TENDER OR SALE OF SHARES; VOTING
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SECTION 1.01 Tender or Sale of Shares. Promptly following the
commencement of the Offer, Stockholder shall tender (or cause the relevant
record holder(s) to tender) in the Offer, and, to the extent not inconsistent
with applicable Law, not withdraw or cause to be withdrawn (except following
termination of the Offer in accordance with its terms), any and all Shares
currently beneficially owned (as defined in Rule 13d-3 under the Exchange Act,
which meaning will apply for all purposes of this Agreement) and/or owned of
record by Stockholder and any additional Shares with respect to which
Stockholder becomes the beneficial and/or record owner after the date of this
Agreement (collectively, the "Subject Shares"); provided, however, that
Stockholder shall not be required for purposes of this Agreement to exercise any
unexercised Company Options held by Stockholder and shall have no obligation
under this Section 1.01 to tender Stockholder's Subject Shares into the Offer if
that tender would cause Stockholder to incur liability under Section 16(b) of
the Exchange Act. If the waiver of such right of withdrawal set forth in the
preceding sentence is, or is alleged to be, unenforceable and Stockholder
withdraws, or attempts to withdraw, the Subject Shares, then at the time of
acceptance for payment of Shares pursuant to the Offer, Stockholder shall sell
to Purchaser, and Purchaser shall purchase from Stockholder, the Subject Shares
for a price per Subject Share equal to the Per Share Amount. Stockholder shall
take all actions necessary to cause the
conversion of Company Options owned by Stockholder as and when contemplated by
Section 2.04(a) of the Merger Agreement.
SECTION 1.02 Voting. Stockholder agrees that from the date of this
Agreement until the Expiration Date (as hereinafter defined), at any meeting of
the stockholders of the Company, however called, or in any written consent in
lieu thereof, Stockholder shall, or shall cause the record holder(s) of the
Subject Shares, to, subject to Section 1.03 hereof, be present at the applicable
meeting(s) of stockholders and to vote the Subject Shares (i) in favor of the
Merger, the Merger Agreement and otherwise in favor of the transactions
contemplated by the Merger Agreement as such Merger Agreement may be modified or
amended from time to time and (ii) against any action or agreement that would
impede, interfere with, delay, postpone, discourage or adversely affect the
Merger or the Offer, including, but not limited to, any agreement or arrangement
related to a Competing Transaction.
SECTION 1.03 Proxy. Stockholder hereby grants to Purchaser, and to
each officer of Parent, a proxy to vote the Subject Shares as indicated in
Section 1.02 hereof. Stockholder intends this proxy to be, and this proxy is,
irrevocable and coupled with an interest, and Stockholder will immediately take
such further action or execute such other instruments as may be necessary to
effectuate the intent of this proxy and hereby revokes any proxy previously
granted by Stockholder with respect to the Subject Shares. Notwithstanding any
provision contained in such proxy, such proxy shall terminate upon the
Expiration Date.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
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Stockholder represents and warrants to Parent and Purchaser as follows:
SECTION 2.01 Valid Title. Stockholder is the record or beneficial
owner of the Subject Shares set forth on the signature page hereto with no
encumbrances against, and no restrictions on rights of disposition pertaining
thereto, except for any applicable restrictions on transfer under the Securities
Act.
SECTION 2.02 Authority; Non-Contravention. Stockholder has the
requisite power and authority or legal capacity to enter into this Agreement and
to consummate the transactions contemplated by this Agreement. The execution and
delivery of this Agreement by Stockholder and the consummation by Stockholder of
the transactions contemplated by this Agreement have been duly authorized by all
necessary action (including any consultation, approval or other action by or
with any other person) on the part of Stockholder. This Agreement has been duly
executed and delivered by Stockholder and (assuming the due authorization,
execution and delivery by Parent and Purchaser of this Agreement) constitutes a
valid and binding obligation of Stockholder, enforceable against Stockholder in
accordance with its terms, subject, as to enforcement, to applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance and similar laws relating to
creditors' rights and to general principles of equity. The execution and
delivery of this Agreement by Stockholder does not, and the consummation of the
transactions contemplated by this Agreement and compliance with the
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provisions of this Agreement by Stockholder will not, require consent under,
conflict with or result in any violation of, or default (with or without notice
or lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or to a loss of a material
benefit under, or result in the creation of any lien upon any of Stockholder's
properties or assets under, any provision of applicable Law or of any agreement,
judgment, injunction, order, decree or other instrument binding on Stockholder.
No consent, approval, order or authorization of, or registration, declaration or
filing with or exemption by any Governmental Authority is required by or with
respect to Stockholder in connection with Stockholder's execution and delivery
of this Agreement or the consummation by Stockholder of the transactions
contemplated by this Agreement, except for applicable requirements, if any,
under the Exchange Act and the rules and regulations thereunder and state
securities or "blue sky" laws.
SECTION 2.03 Total Shares. As of the date hereof, the number of
Shares set forth on the signature page hereto are the only Shares beneficially
owned and/or owned of record by Stockholder on the date of this Agreement. Other
than the Subject Shares and Company Options, if any, set forth on the signature
page hereto, Stockholder does not own of record or beneficially any securities
of or options to purchase or rights to subscribe for or otherwise acquire any
securities of the Company and has no other interest in or voting rights with
respect to any securities of the Company.
SECTION 2.04 Finder's Fees. No investment banker, broker or finder
is entitled to a commission or fee from Parent, Purchaser, the Company or any of
their respective affiliates in respect of this Agreement based upon any
arrangement or agreement made by or on behalf of Stockholder.
SECTION 2.05 No Other Proxy. None of the Subject Shares are subject
to any voting agreement or trust or proxy on the date of this Agreement, except
pursuant to this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
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PARENT AND PURCHASER
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Parent and Purchaser represent and warrant to Stockholder as follows:
SECTION 3.01 Corporate Power and Authority. Parent and Purchaser
each have all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated by this Agreement. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement have been duly authorized by all
necessary corporate action on the part of each of Parent and Purchaser. This
Agreement has been duly executed and delivered by each of Parent and Purchaser
and constitutes a valid and binding obligation of each of Parent and Purchaser,
respectively, enforceable against each of them in accordance with its terms,
subject, as to enforcement, to applicable bankruptcy,
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insolvency, reorganization, fraudulent conveyance and similar laws relating to
creditors' rights and to general principles of equity.
SECTION 3.02 Non-Contravention. The execution and delivery of this
Agreement by Parent and Purchaser does not, and the consummation of the
transactions contemplated by this Agreement and compliance with the provisions
of this Agreement by them will not, require consent under, conflict with or
result in any violation of, or default (with or without notice of lapse of time,
or both) under, or give rise to a right of termination, cancellation or
acceleration of any obligation or to a loss of a material benefit under any of
either of their organizational documents, any provision of applicable Law or of
any agreement, judgment, injunction, order, decree or other instrument binding
upon either of them. No consent, approval, order or authorization of, or
registration, declaration or filing with or exemption by any Governmental
Authority is required by or with respect to Parent or Purchaser in connection
with their respective execution and delivery of this Agreement or the
consummation by either of them of the transactions contemplated by this
Agreement, except for applicable requirements, if any, under the Exchange Act
and the rules and regulations thereunder and state securities or "blue sky"
laws.
ARTICLE IV
COVENANTS OF STOCKHOLDER
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SECTION 4.01 Covenants of Stockholder. Stockholder covenants and agrees
with and for the benefit of Parent and Purchaser as follows:
(a) Except as expressly contemplated by the terms of this Agreement,
Stockholder shall not:
(i) until the Expiration Date, sell, transfer, pledge,
assign or otherwise dispose of, or enter into any contract, option or
other arrangement or understanding with respect to the sale, transfer,
pledge, assignment or other disposition of, the Subject Shares to any
person, other than Purchaser or Purchaser's designee. Any attempted
transfer or other disposition in violation of this Section 4.01(a)(i)
shall be null and void;
(ii) until the Expiration Date, enter into, or otherwise
subject the Subject Shares to, any voting arrangement, whether by
proxy, voting agreement, voting trust, power-of-attorney or otherwise,
with respect to the Subject Shares; or
(iii) until the Expiration Date, take any other action that
would in any way restrict, limit or interfere with the performance of
Stockholder's obligations hereunder or the transactions contemplated to
be performed by Stockholder hereunder.
(b) Stockholder hereby irrevocably and unconditionally waives, and
agrees not to exercise, and to prevent the exercise of, any rights of appraisal
or rights to dissent in connection with the Merger that Stockholder may have
with respect to the Subject Shares. Stockholder
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agrees not to take or commence any action or proceeding challenging in any
respect this Agreement, the Merger, the Offer or any of the transactions
contemplated hereby or thereby.
(c) Until the Expiration Date, Stockholder shall not, and shall
cause its agents and representatives not to, directly or indirectly, take any
actions prohibited by Section 6.05 of the Merger Agreement; provided, however,
that nothing herein shall prevent Stockholder or any of Stockholder's agents or
representatives from acting in its capacity as a director or officer of the
Company, or taking any action in such capacity (including at the direction of
the Company's Board of Directors) as and to the extent permitted by the Merger
Agreement.
SECTION 4.02 Further Assurances. Stockholder shall, from time to
time, execute and deliver, or cause to be executed and delivered, such
additional or further transfers, assignments, endorsements, consents, forms of
proxy and other instruments as may be necessary for the purpose of effectively
carrying out the transactions contemplated by this Agreement and to vest the
power to vote the Subject Shares as contemplated by Section 1.03 hereof.
Additionally, Stockholder shall make any filings with Governmental Authorities
required in connection with the transactions contemplated by this Agreement,
including any amendments to any Schedule 13-D or 13-G filed under the Exchange
Act. Parent and Purchaser agree to take, or cause to be taken, all actions
necessary to comply promptly with all legal requirements that may be imposed
with respect to the transactions contemplated by this Agreement.
ARTICLE V
MISCELLANEOUS
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SECTION 5.01 Representations. The representations and warranties
made in this Agreement are made as of the date hereof and shall (i) survive the
termination of this Agreement for a period of one year in the event that this
Agreement is terminated pursuant to clause (y) or clause (z) of the definition
of "Expiration Date" set forth in Section 5.15 hereof or (ii) terminate at the
Effective Time.
SECTION 5.02 Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly given upon receipt) by delivery in person, by cable,
facsimile, telegram or telex or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties at the following
addresses (or at such other address for a party as shall be specified in a
notice given in accordance with this Section 5.02):
if to Parent or Purchaser:
Corporate Secretary
Crane Co.
100 First Stamford Place
Stamford, CT 06902
Facsimile: (203) 363-7350
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with a copy (which shall not constitute notice) to:
Stephen R. Connoni, Esq.
Janice C. Hartman, Esq.
Kirkpatrick & Lockhart LLP
Henry W. Oliver Building
535 Smithfield Street
Pittsburgh, PA 15222
Facsimile: (412) 355-6501
if to Stockholder: [ ]
with a copy (which shall not constitute notice) to:
Roger D. Feldman, Esq.
Fish & Richardson P.C.
225 Franklin Street
Boston, MA 02110
Facsimile: (617) 542-8906
SECTION 5.03 Expenses. All costs and expenses incurred by any party
in connection with this Agreement shall be paid by the party incurring such cost
or expense.
SECTION 5.04 Stop Transfer Restriction. In furtherance of this
Agreement, Stockholder shall and hereby does authorize Purchaser's counsel to
notify the Company's transfer agent that there is a stop transfer restriction
with respect to all of the Subject Shares (and that this Agreement places limits
on the voting and transfer of such shares).
SECTION 5.05 Entire Agreement; No Third Party Beneficiaries. This
Agreement constitutes the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior agreements and undertakings, both
written and oral, among the parties, or any of them, with respect to the subject
matter hereof. This Agreement shall be binding upon and inure solely to the
benefit of each party hereto, and nothing in this Agreement, express or implied,
is intended to or shall confer upon any other person any right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.
SECTION 5.06 Validity. The invalidity or unenforceability of any
provision of this Agreement will not affect the validity or enforceability of
any other provisions hereof, which will remain in full force and effect. Upon
any determination by a court of competent jurisdiction that any term or other
provision is invalid or incapable of being enforced, the parties shall negotiate
in good faith to modify this Agreement so as to effect the original intent of
the parties as closely as possible in order that the transactions contemplated
by this Agreement may be consummated as originally contemplated to the fullest
extent possible.
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SECTION 5.07 Amendments. This Agreement may not be amended except by
an instrument in writing signed by the parties hereto.
SECTION 5.08 Assignment. This Agreement shall not be assigned by
operation of law or otherwise, except that Parent and Purchaser may assign all
or any of their rights and obligations hereunder to any affiliate of Parent
provided that no such assignment shall relieve the assigning party of its
obligations hereunder if such assignee does not perform such obligations.
SECTION 5.9 Specific Performance. The parties hereto agree that if
any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached, irreparable damage would occur,
no adequate remedy at law would exist and damages would be difficult to
determine, and that the parties will be entitled to specific performance of the
terms hereof, in addition to any other remedy at law or equity.
SECTION 5.10 Governing Law. This Agreement shall be governed by, and
construed in accordance with the laws of the State of Delaware applicable to
contracts executed in and to be performed in that State. All actions and
proceedings arising out of or relating to this Agreement shall be heard and
determined exclusively in any state or federal court sitting in the City of
Wilmington.
SECTION 5.11 Consent to Jurisdiction.
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(a) EACH OF PARENT, PURCHASER AND STOCKHOLDER HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE STATE COURTS OF THE STATE OF DELAWARE AND TO
THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
DELAWARE, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT AND EACH OF PARENT, PURCHASER AND STOCKHOLDER HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT TO SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY DELAWARE STATE OR FEDERAL COURT SITTING IN THE
CITY OF WILMINGTON. EACH OF PARENT, PURCHASER AND STOCKHOLDER HEREBY IRREVOCABLY
WAIVES ANY OBJECTION THAT SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE IN SUCH ACTION OR PROCEEDING IN SUCH FORUM. EACH OF PARENT, PURCHASER AND
STOCKHOLDER AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.
(b) EACH OF PARENT, PURCHASER AND STOCKHOLDER IRREVOCABLY CONSENTS
TO THE SERVICE OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS IN ANY OTHER
ACTION OR PROCEEDING RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, ON BEHALF OF ITSELF OR ITS PROPERTY, BY THE PERSONAL DELIVERY OF
COPIES OF SUCH PROCESS
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TO SUCH PARTY. NOTHING IN THIS SECTION 5.11 SHALL AFFECT THE RIGHT OF ANY PARTY
TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
SECTION 5.12 Interpretation. When a reference is made in this
Agreement to a Section, such reference will be to a Section of this Agreement
unless otherwise indicated. The headings contained in this Agreement are for
reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include", "includes" or
"including" are used in this Agreement, they will be deemed to be followed by
the words "without limitation". References to the "Company" include the
Subsidiaries of the Company unless the context clearly requires otherwise. The
phrases "the date of this Agreement", "the date hereof" and terms of similar
import, unless the context otherwise requires, will be deemed to refer to April
16, 2003. As used in this Agreement, the term "affiliate" shall have the meaning
set forth in Rule 12b-2 of the Exchange Act; provided, that in no event will
Parent or Purchaser, on the one hand, or Stockholder, on the other, be
considered an affiliate of the other such party(ies).
SECTION 5.13 Headings. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.
SECTION 5.14 Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed and delivered shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
SECTION 5.15 Termination. This Agreement shall automatically
terminate on the Expiration Date. The term "Expiration Date" means the earliest
of (x) the Effective Time, (y) the date, if any, on which the parties hereto
shall, by mutual written consent, agree to terminate this Agreement or (z) the
due termination of the Merger Agreement in accordance with its express terms.
SECTION 5.16 Fiduciary Duties. Notwithstanding anything in this
Agreement to the contrary: (a) Stockholder makes no agreement or understanding
herein in any capacity other than in Stockholder's capacity as a record holder
and beneficial owner of the Subject Shares; (b) nothing in this Agreement shall
be construed to limit or affect any action or inaction by Stockholder or any
agent or representative of Stockholder, in either case serving on the Company's
board of directors solely acting in such person's capacity as a director or
fiduciary of the Company; and (c) Stockholder shall have no liability to Parent,
Purchaser or any of their respective affiliates under this Agreement or
otherwise as a result of any action or inaction by Stockholder, or any agent or
representative, as applicable, of Stockholder, in either case serving on the
Company's board of directors solely acting in such person's capacity as a
director or fiduciary of the Company.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, Parent, Purchaser and Stockholder have caused this
Agreement to be executed as of the date first written above.
CRANE CO.
By:
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Name:
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Title:
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STC MERGER CO.
By:
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Name:
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Title:
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Stockholder's Signature
Printed Name:
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Shares Owned:
Company Options Owned:
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