Common use of Filing Party Clause in Contracts

Filing Party. Date Filed: ........................................................... -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 INSTRON CORPORATION 100 Xxxxxx Xxxxxx Canton, Massachusetts 02021 July 15, 1999 Dear Stockholders: You are cordially invited to attend a Special Meeting of Stockholders (the "Special Meeting") of Instron Corporation, a Massachusetts corporation ("Instron"), to be held on August 17, 1999, at 10:00 a.m., local time, at the Hilton Dedham Place, 25 Axxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Xx the Special Meeting, you will be asked to consider and vote upon the merger (the "Merger") of ISN Acquisition Corporation, a newly formed Massachusetts corporation, with and into Instron, pursuant to an Agreement and Plan of Merger dated as of May 6, 1999 (the "Merger Agreement"). If the Merger is approved and subsequently consummated, each outstanding share of Instron common stock held by the public stockholders of Instron will be canceled and converted automatically into the right to receive $22.00 in cash, without interest. ISN Acquisition Corporation was organized by Kirtland Capital Partners III L.P., a private investment partnership, for the purpose of acquiring all of the shares of Instron common stock held by the public stockholders of Instron. As a result of the Merger, Instron will become a privately held company owned by Kirtland Capital Partners III L.P., certain members of Instron's management and certain other stockholders of Instron. A Special Committee of the Board of Directors of Instron, consisting of three independent directors, was formed to consider and evaluate the Merger. The Special Committee has unanimously recommended to Instron's Board of Directors that the Merger Agreement and the transactions contemplated thereby (the "Transactions"), including the Merger, be approved. In connection with its evaluation of the Merger, Instron's Board of Directors engaged The Beacon Group Capital Services, LLC ("The Beacon Group") to act as its financial advisor and to advise the Special Committee and the Board of Directors. The Beacon Group has rendered its opinion dated as of May 6, 1999 to the effect that, as of the date thereof and based upon and subject to the assumptions, limitations and qualifications set forth in such opinion, the cash merger consideration of $22.00 per share was fair from a financial point of view to the public stockholders of Instron. The written opinion of The Beacon Group is attached as Appendix B to the enclosed Proxy Statement and should be read carefully and in its entirety by stockholders. INSTRON'S BOARD OF DIRECTORS, BASED ON THE RECOMMENDATION OF THE SPECIAL COMMITTEE, HAS APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS AND DETERMINED THAT THE TERMS OF THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE STOCKHOLDERS OF INSTRON. INSTRON'S BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT AND THE TRANSACTIONS. Approval of the Merger Agreement and the Transactions at the Special Meeting requires the affirmative vote of holders of two-thirds of the outstanding shares of Instron common stock entitled to vote at the Special Meeting. Certain current stockholders of Instron, members of Instron's management and certain of their respective affiliates have agreed, among other things, to vote their shares of Instron common stock entitled to vote at the Special Meeting (approximately 22.4% of the outstanding shares of Instron common stock) in favor of the proposal to approve the Merger Agreement and the Transactions. The accompanying Proxy Statement provides you with a summary of the Merger and additional information about the parties involved and their interests. If the Merger is approved by the requisite holders of Instron common stock, the closing of the Merger will occur as soon after the Special Meeting as all of the other conditions to closing the Merger are satisfied. PLEASE GIVE ALL THIS INFORMATION YOUR CAREFUL ATTENTION. WHETHER OR NOT YOU PLAN TO ATTEND, IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE SPECIAL MEETING. A FAILURE TO VOTE WILL COUNT AS A VOTE AGAINST THE MERGER. ACCORDINGLY, YOU ARE REQUESTED TO PROMPTLY COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND. THIS WILL NOT PREVENT YOU FROM VOTING YOUR SHARES IN PERSON IF YOU SUBSEQUENTLY CHOOSE TO ATTEND. Sincerely, JAMEX X. XXXXXXXXX President and Chief Executive Officer 3 INSTRON CORPORATION 100 Xxxxxx Xxxxxx Canton, Massachusetts 02021 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 17, 1999 Notice is hereby given that a Special Meeting of Stockholders (the "Special Meeting") of Instron Corporation, a Massachusetts corporation ("Instron"), will be held on August 17, 1999 at 10:00 a.m., local time, at the Hilton Dedham Place, 25 Axxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, xxr the following purposes:

Filing Party. Date Filed: ........................................................... -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 INSTRON CORPORATION 100 Xxxxxx Xxxxxx Canton, Massachusetts 02021 July 1523, 1999 Dear Stockholders: You are cordially invited to attend a Special Meeting of Stockholders (the "Special Meeting") of Instron Corporation, a Massachusetts corporation ("Instron"), to be held on August 1720, 1999, at 10:00 a.m., local time, at the Hilton Dedham Place, 25 Axxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Xx the Special Meeting, you will be asked to consider and vote upon the merger (the "Merger") of ISN Acquisition Corporation, a newly formed Massachusetts corporation, with and into Instron, pursuant to an Agreement and Plan of Merger dated as of May 6, 1999 (the "Merger Agreement"), pursuant to which ISN Acquisition Corporation, a newly formed Massachusetts corporation, will be merged with and into Instron (the "Merger"). If the Merger Agreement is approved and the Merger is subsequently consummated, each outstanding share of Instron common stock held by the public stockholders of Instron will be canceled and converted automatically into the right to receive $22.00 in cash, without interest. ISN Acquisition Corporation was organized by Kirtland Capital Partners III L.P., a private investment partnership, for the purpose of acquiring all of the shares of Instron common stock held by the public stockholders of Instron. As a result of the Merger, Instron will become a privately held company owned by Kirtland Capital Partners III L.P., certain members of Instron's management and certain other stockholders of Instron. A Special Committee of the Board of Directors of Instron, consisting of three independent directors, was formed to consider and evaluate the Merger. The Special Committee has unanimously recommended to Instron's Board of Directors that the Merger Agreement and the transactions contemplated thereby (the "Transactions"), including the Merger, be approved. In connection with its evaluation of the Merger, Instron's Board of Directors engaged The Beacon Group Capital Services, LLC ("The Beacon Group") to act as its financial advisor and to advise the Special Committee and the Board of Directors. The Beacon Group has rendered its opinion dated as of May 6, 1999 to the effect that, as of the date thereof and based upon and subject to the assumptions, limitations and qualifications set forth in such opinion, the cash merger consideration of $22.00 per share was fair from a financial point of view to the public stockholders of Instron. The written opinion of The Beacon Group is attached as Appendix B to the enclosed Proxy Statement and should be read carefully and in its entirety by stockholders. INSTRON'S BOARD OF DIRECTORS, BASED ON THE RECOMMENDATION OF THE SPECIAL COMMITTEE, HAS APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS AGREEMENT, AND DETERMINED THAT THE TERMS OF THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE STOCKHOLDERS OF INSTRON. INSTRON'S BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT AND THE TRANSACTIONSAGREEMENT. Approval of the Merger Agreement and the Transactions at the Special Meeting requires the affirmative vote of holders of two-thirds of the outstanding shares of Instron common stock entitled to vote at the Special Meeting. Certain current stockholders of Instron, members of Instron's management and certain of their respective affiliates have agreed, among other things, to vote their shares of Instron common stock entitled to vote at the Special Meeting (approximately 22.4% of the outstanding shares of Instron common stock) in favor of the proposal to approve the Merger Agreement and the TransactionsAgreement. The accompanying Proxy Statement provides you with a summary of the Merger and additional information about the parties involved and their interests. If the Merger Agreement is approved by the requisite holders of Instron common stock, the closing of the Merger will occur as soon after the Special Meeting as all of the other conditions to closing the Merger are satisfied. PLEASE GIVE ALL THIS INFORMATION YOUR CAREFUL ATTENTION. WHETHER OR NOT YOU PLAN TO ATTEND, IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE SPECIAL MEETING. A FAILURE TO VOTE WILL COUNT AS A VOTE AGAINST THE MERGERMERGER AGREEMENT. ACCORDINGLY, YOU ARE REQUESTED TO PROMPTLY COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND. THIS WILL NOT PREVENT YOU FROM VOTING YOUR SHARES IN PERSON IF YOU SUBSEQUENTLY CHOOSE TO ATTEND. Sincerely, JAMEX X. XXXXXXXXX President and Chief Executive Officer 3 INSTRON CORPORATION 100 Xxxxxx Xxxxxx Canton, Massachusetts 02021 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 1720, 1999 Notice is hereby given that a Special Meeting of Stockholders (the "Special Meeting") of Instron Corporation, a Massachusetts corporation ("Instron"), will be held on August 1720, 1999 at 10:00 a.m., local time, at the Hilton Dedham Place, 25 Axxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, xxr the following purposes:

Filing Party. Date Filed: ........................................................... -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 2 INSTRON CORPORATION 100 Xxxxxx Xxxxxx Canton, Massachusetts 02021 July 1521, 1999 Dear Stockholders: You are cordially invited to attend a Special Meeting of Stockholders (the "Special Meeting") of Instron Corporation, a Massachusetts corporation ("Instron"), to be held on August 1718, 1999, at 10:00 a.m., local time, at the Hilton Dedham Place, 25 Axxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Xx the Special Meeting, you will be asked to consider and vote upon the merger (the "Merger") of ISN Acquisition Corporation, a newly formed Massachusetts corporation, with and into Instron, pursuant to an Agreement and Plan of Merger dated as of May 6, 1999 (the "Merger Agreement"), pursuant to which ISN Acquisition Corporation, a newly formed Massachusetts corporation, will be merged with and into Instron (the "Merger"). If the Merger Agreement is approved and the Merger is subsequently consummated, each outstanding share of Instron common stock held by the public stockholders of Instron will be canceled and converted automatically into the right to receive $22.00 in cash, without interest. ISN Acquisition Corporation was organized by Kirtland Capital Partners III L.P., a private investment partnership, for the purpose of acquiring all of the shares of Instron common stock held by the public stockholders of Instron. As a result of the Merger, Instron will become a privately held company owned by Kirtland Capital Partners III L.P., certain members of Instron's management and certain other stockholders of Instron. A Special Committee of the Board of Directors of Instron, consisting of three independent directors, was formed to consider and evaluate the Merger. The Special Committee has unanimously recommended to Instron's Board of Directors that the Merger Agreement and the transactions contemplated thereby (the "Transactions"), including the Merger, be approved. In connection with its evaluation of the Merger, Instron's Board of Directors engaged The Beacon Group Capital Services, LLC ("The Beacon Group") to act as its financial advisor and to advise the Special Committee and the Board of Directors. The Beacon Group has rendered its opinion dated as of May 6, 1999 to the effect that, as of the date thereof and based upon and subject to the assumptions, limitations and qualifications set forth in such opinion, the cash merger consideration of $22.00 per share was fair from a financial point of view to the public stockholders of Instron. The written opinion of The Beacon Group is attached as Appendix B to the enclosed Proxy Statement and should be read carefully and in its entirety by stockholders. INSTRON'S BOARD OF DIRECTORS, BASED ON THE RECOMMENDATION OF THE SPECIAL COMMITTEE, HAS APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS AGREEMENT, AND DETERMINED THAT THE TERMS OF THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE STOCKHOLDERS OF INSTRON. INSTRON'S BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT AND THE TRANSACTIONSAGREEMENT. Approval of the Merger Agreement and the Transactions at the Special Meeting requires the affirmative vote of holders of two-thirds of the outstanding shares of Instron common stock entitled to vote at the Special Meeting. Certain current stockholders of Instron, members of Instron's management and certain of their respective affiliates have agreed, among other things, to vote their shares of Instron common stock entitled to vote at the Special Meeting (approximately 22.4% of the outstanding shares of Instron common stock) in favor of the proposal to approve the Merger Agreement and the TransactionsAgreement. The accompanying Proxy Statement provides you with a summary of the Merger and additional information about the parties involved and their interests. If the Merger Agreement is approved by the requisite holders of Instron common stock, the closing of the Merger will occur as soon after the Special Meeting as all of the other conditions to closing the Merger are satisfied. PLEASE GIVE ALL THIS INFORMATION YOUR CAREFUL ATTENTION. WHETHER OR NOT YOU PLAN TO ATTEND, IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE SPECIAL MEETING. A FAILURE TO VOTE WILL COUNT AS A VOTE AGAINST THE MERGERMERGER AGREEMENT. ACCORDINGLY, YOU ARE REQUESTED TO PROMPTLY COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND. THIS WILL NOT PREVENT YOU FROM VOTING YOUR SHARES IN PERSON IF YOU SUBSEQUENTLY CHOOSE TO ATTEND. Sincerely, JAMEX X. XXXXXXXXX President and Chief Executive Officer 3 INSTRON CORPORATION 100 Xxxxxx Xxxxxx Canton, Massachusetts 02021 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 1718, 1999 Notice is hereby given that a Special Meeting of Stockholders (the "Special Meeting") of Instron Corporation, a Massachusetts corporation ("Instron"), will be held on August 1718, 1999 at 10:00 a.m., local time, at the Hilton Dedham Place, 25 Axxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, xxr the following purposes:

Filing Party. Date Filed: ........................................................... -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 2 INSTRON CORPORATION 100 Xxxxxx Xxxxxx Canton, Massachusetts 02021 July 1523, 1999 Dear Stockholders: You are cordially invited to attend a Special Meeting of Stockholders (the "Special Meeting") of Instron Corporation, a Massachusetts corporation ("Instron"), to be held on August 1720, 1999, at 10:00 a.m., local time, at the Hilton Dedham Place, 25 Axxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Xx the Special Meeting, you will be asked to consider and vote upon the merger (the "Merger") of ISN Acquisition Corporation, a newly formed Massachusetts corporation, with and into Instron, pursuant to an Agreement and Plan of Merger dated as of May 6, 1999 (the "Merger Agreement"), pursuant to which ISN Acquisition Corporation, a newly formed Massachusetts corporation, will be merged with and into Instron (the "Merger"). If the Merger Agreement is approved and the Merger is subsequently consummated, each outstanding share of Instron common stock held by the public stockholders of Instron will be canceled and converted automatically into the right to receive $22.00 in cash, without interest. ISN Acquisition Corporation was organized by Kirtland Capital Partners III L.P., a private investment partnership, for the purpose of acquiring all of the shares of Instron common stock held by the public stockholders of Instron. As a result of the Merger, Instron will become a privately held company owned by Kirtland Capital Partners III L.P., certain members of Instron's management and certain other stockholders of Instron. A Special Committee of the Board of Directors of Instron, consisting of three independent directors, was formed to consider and evaluate the Merger. The Special Committee has unanimously recommended to Instron's Board of Directors that the Merger Agreement and the transactions contemplated thereby (the "Transactions"), including the Merger, be approved. In connection with its evaluation of the Merger, Instron's Board of Directors engaged The Beacon Group Capital Services, LLC ("The Beacon Group") to act as its financial advisor and to advise the Special Committee and the Board of Directors. The Beacon Group has rendered its opinion dated as of May 6, 1999 to the effect that, as of the date thereof and based upon and subject to the assumptions, limitations and qualifications set forth in such opinion, the cash merger consideration of $22.00 per share was fair from a financial point of view to the public stockholders of Instron. The written opinion of The Beacon Group is attached as Appendix B to the enclosed Proxy Statement and should be read carefully and in its entirety by stockholders. INSTRON'S BOARD OF DIRECTORS, BASED ON THE RECOMMENDATION OF THE SPECIAL COMMITTEE, HAS APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS AGREEMENT, AND DETERMINED THAT THE TERMS OF THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE STOCKHOLDERS OF INSTRON. INSTRON'S BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT AND THE TRANSACTIONSAGREEMENT. Approval of the Merger Agreement and the Transactions at the Special Meeting requires the affirmative vote of holders of two-thirds of the outstanding shares of Instron common stock entitled to vote at the Special Meeting. Certain current stockholders of Instron, members of Instron's management and certain of their respective affiliates have agreed, among other things, to vote their shares of Instron common stock entitled to vote at the Special Meeting (approximately 22.4% of the outstanding shares of Instron common stock) in favor of the proposal to approve the Merger Agreement and the TransactionsAgreement. The accompanying Proxy Statement provides you with a summary of the Merger and additional information about the parties involved and their interests. If the Merger Agreement is approved by the requisite holders of Instron common stock, the closing of the Merger will occur as soon after the Special Meeting as all of the other conditions to closing the Merger are satisfied. PLEASE GIVE ALL THIS INFORMATION YOUR CAREFUL ATTENTION. WHETHER OR NOT YOU PLAN TO ATTEND, IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE SPECIAL MEETING. A FAILURE TO VOTE WILL COUNT AS A VOTE AGAINST THE MERGERMERGER AGREEMENT. ACCORDINGLY, YOU ARE REQUESTED TO PROMPTLY COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND. THIS WILL NOT PREVENT YOU FROM VOTING YOUR SHARES IN PERSON IF YOU SUBSEQUENTLY CHOOSE TO ATTEND. Sincerely, /s/ Jamex X. XxXxxxxx JAMEX X. XXXXXXXXX President and Chief Executive Officer 3 INSTRON CORPORATION 100 Xxxxxx Xxxxxx Canton, Massachusetts 02021 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 1720, 1999 Notice is hereby given that a Special Meeting of Stockholders (the "Special Meeting") of Instron Corporation, a Massachusetts corporation ("Instron"), will be held on August 1720, 1999 at 10:00 a.m., local time, at the Hilton Dedham Place, 25 Axxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, xxr the following purposes: