Exhibit 7.3
VOTING AGREEMENT
SHARES OF TUBOSCOPE VETCO INTERNATIONAL CORPORATION
This Voting Agreement dated as of January 3, 1996 (this "Agreement"), among
D.O.S. Ltd., a Bermuda corporation (the "Company"), and each other entity listed
on the signature page hereof (each, a "Stockholder").
WHEREAS, each Stockholder owns the number of shares of Common Stock, $.01
par value ("Common Stock") of Tuboscope Vetco International Corporation, a
Delaware corporation ("Parent"), set forth opposite such stockholder's name on
the signature page hereto (all such shares of Common Stock now owned and which
may hereafter be acquired by such Stockholder prior to the termination of this
Agreement being referred to herein as the "Shares"); and
WHEREAS, as a condition to the willingness of the Company to enter into
that certain Agreement and Plan of Merger, dated of even date herewith (the
"Merger Agreement"), by and among Parent, a Delaware corporation, Grow
Acquisition Limited, a wholly-owned subsidiary of Parent ("Sub"), and the
Company, providing for the merger of Sub into the Company (the "Merger"), the
Company has required that each Stockholder agree, and in order to induce the
Company to enter into the Merger Agreement, each Stockholder has agreed, to
enter into this Agreement; and
WHEREAS, all capitalized terms used and not defined herein shall have the
meanings given to such terms in the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS
Each Stockholder hereby severally represents and warrants to the Company as
follows:
1.01 Authority Relative to this Agreement. Such Stockholder has all
necessary power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by such Stockholder and
the consummation by such Stockholder of the transactions contemplated hereby
have been duly and validly authorized by such Stockholder, and no other
proceedings on the part of such Stockholder are necessary to authorize the
execution and delivery of this Agreement or to consummate such transactions.
This Agreement has been duly and validly executed and delivered by such
Stockholder and, assuming the due authorization, execution and delivery by the
Company, constitutes a legal, valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms, subject, as
to enforceability, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting
creditors' rights and to general principles of equity.
1.02 No Conflict. The execution and delivery of this Agreement by such
Stockholder do not, and the performance of this Agreement by such Stockholder
will not, (i) conflict with or violate any voting or trust agreement, charter or
other organizational document of such Stockholder, (ii) conflict with or violate
any law, rule, regulation, order, judgment or decree applicable to such
Stockholder, (iii) result in any breach of or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of,
or result in the creation of a lien or encumbrance on any of its Shares pursuant
to any note, indenture, agreement, lease, license, permit or other instrument or
obligation to which such Stockholder is a party or by which such Stockholder or
its Shares are bound or affected, or (iv) require any consent, approval,
authorization or permit from any governmental regulatory body, except where such
breach or default or failure to obtain such consents, approvals, authorizations
or permits or to make such filings would not prevent or delay the performance by
such Stockholder of its obligations under this Agreement.
1.03. Title to the Shares. Such Stockholder is the record holder of the
Shares set forth opposite its name on the signature page hereto, free and clear
of all security interests, liens, claims, pledges, options, rights of first
refusal, agreements, charges and other encumbrances of any nature that would
prevent or delay the performance by such Stockholder of its obligations
hereunder. Such Stockholder has not appointed or granted any proxy, which
appointment or grant is still effective, with respect to its Shares. Such
Stockholder has sole voting power with respect to its Shares, and the persons
executing this Agreement on behalf of such Stockholder have the power to direct
the voting of such Stockholder's Shares.
ARTICLE II
COVENANTS OF THE STOCKHOLDERS
2.01. Voting Agreement. Each Stockholder hereby agrees that prior to the
termination of this Agreement, at any meeting of the stockholders of Parent,
however called, and in any action by consent of the stockholders of Parent, such
Stockholder shall (i) vote its Shares in favor of the Parent Share Issuance and
the Charter Amendment and any of the other transactions contemplated by the
Merger Agreement and (ii) not solicit, encourage or recommend to other
stockholders of Parent that (w) they vote their shares of Common Stock in any
contrary manner, (x) they not vote their shares at all, (y) they sell, transfer,
tender or otherwise dispose of their shares of Common Stock or (z) they attempt
to execute any statutory appraisal or other similar rights they may have.
2.02. No Solicitation. Each Stockholder hereby agrees that prior to the
termination of this Agreement, such Stockholder shall not, and shall not permit
any officer, director or employee, attorney, investment banker or other agent or
representative of such Stockholder or of any general partner of such Stockholder
to, initiate, solicit, negotiate, encourage or provide confidential information
to any third party in order to facilitate any Parent Acquisition Proposal.
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2.03. No Inconsistent Agreement. Each Stockholder hereby covenants and
agrees that, except as contemplated by this Agreement, such Stockholder shall
not enter into any voting agreement, grant a proxy or power of attorney with
respect to its Shares or vote its Shares in a manner which is inconsistent with
this Agreement.
2.04. Transfer of Title. Each Stockholder hereby covenants and agrees
that such Stockholder shall not transfer ownership of or pledge any of its
Shares unless the transferee or pledgee agrees in writing to be bound by the
terms and conditions of this Agreement.
2.05. Grant of Proxy. In furtherance of the foregoing and concurrently
with the execution and delivery of this Agreement, each Stockholder hereby
grants to the Company or its designees an irrevocable proxy and power of
attorney or pledgee (which may be in the form attached hereto as Annex A or such
other form consistent with the terms hereof and thereof as specified by the
Company) to vote the Shares, to the extent such Shares are entitled to vote and
hereby specifically agrees not to revoke such proxy granted under any
circumstances:
(i) at any and all meetings of stockholders of Parent, notice of which
meetings are given prior to the due and proper termination of this Agreement,
with respect to matters presented to Parent's stockholders for vote which relate
to or affect the Merger or the Merger Agreement, the Parent Share Issuance or
the Charter Amendment or the approval of such matters; or
(ii) with respect to action to be taken by written consent of the
stockholders of Parent which relates to or affects any of the foregoing, and
which consent is solicited prior to the due and proper termination of this
Agreement.
ARTICLE III
MISCELLANEOUS
3.01. Termination. This Agreement shall terminate upon the earliest of
(i) termination of the Merger Agreement, (ii) the consummation of the Merger or
(iii) with respect to Brentwood Associates IV, L.P. only, the later of (A) May
15, 1996 or (B) the first date that Brentwood Associates IV, L.P. distributes
all or substantially all of its shares of Common Stock that it owns to its
partners. No termination of this Agreement shall relieve any party hereto of
any liability for a breach of this Agreement which occurs prior to such
termination.
3.02. Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement were not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
3.03. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior written and oral and all
contemporaneous oral agreements and
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understandings with respect to the subject matter hereof. No amendment of the
Merger Agreement shall affect the obligations of the Stockholders under this
Agreement.
3.04. Amendments. This Agreement may not be amended except by an
instrument in writing signed by all of the parties.
3.05. Certain Fiduciary Party Matters. The parties hereto acknowledge and
agree that none of the provisions herein set forth shall be deemed to restrict
or limit any fiduciary duty the undersigned or any partner of the undersigned or
any of their respective affiliates may have as a member of the Board of
Directors or an executive officer of Parent, or as counsel to Parent; provided
that no such duty shall excuse the undersigned from its obligation as a
stockholder of Parent to vote the Shares, to the extent that they may be so
voted, as herein provided and to otherwise comply with the terms and conditions
of this Agreement.
3.06. Severability. If any term or provision of this Agreement is
invalid, illegal or incapable or being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon determination that any term or provision is invalid,
illegal or incapable of being enforced, the parties hereby shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the extent possible.
3.07. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
principles of conflict of laws thereof.
3.08. Descriptive Headings. The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.
3.09. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which shall constitute
one and the same agreement. Upon execution of this Agreement, counterpart
signature pages may be delivered by facsimile transmission.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or
have caused this Agreement to be duly executed on their respective behalf by
their respective trustees thereunto duly authorized, as of the date and year
first above written.
D.O.S. LTD.
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
Shares of Common Stock STOCKHOLDERS:
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1,686,047 XXXXX XXXXXX INCORPORATED
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
1,305,064 BRENTWOOD ASSOCIATES IV, L.P.
By: Brentwood Venture Partners, L.P.,
its General Partner
By: __________________________,
its General Partner
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