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EXHIBIT 2.3
April 16, 2000
Vedior N.V.
Xxxxxxxxxxxxx 000
0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx
Ladies and Gentlemen:
This letter is to confirm our agreement regarding all of the shares of
common stock, $0.01 par value per share (the "Shares") of Acsys, Inc., a Georgia
corporation (the "Company") held by each of the undersigned shareholders of the
Company (each a "Shareholder" and collectively the "Shareholders"). In order to
induce Vedior N.V., a Dutch company ("Vedior"), Select Appointments North
America, Inc., a Delaware corporation ("SANA"), Xxxxxxx B.V., a Netherlands
company ("Parent") and Platform Purchaser Inc., a Georgia corporation ("Buyer")
to enter into an Agreement and Plan of Merger, to be dated as of the date hereof
among the Company, Parent, Buyer, Vedior and SANA (the "Merger Agreement"), the
parties hereto agree as follows:
Subject to the terms and conditions hereof, on or prior to the
expiration date of the tender offer to be commenced by Buyer pursuant to the
Merger Agreement (the "Tender Offer"), the Shareholders will tender to Buyer in
the Tender Offer, or cause to be tendered in the Tender Offer, all of the Shares
held by the Shareholders, including Shares acquired through the exercise of
options, immediately prior to the expiration of the Tender Offer. If a
Shareholder withdraws any tender of such Shares in the Tender Offer, such
Shareholder shall immediately, but in no event later than the expiration date of
the Tender Offer, re-tender such Shares to Buyer in the Tender Offer.
The Shareholders hereby agree not to sell, transfer or encumber the
Shares (except in the Tender Offer) during the term of this letter agreement.
Each Shareholder hereby represents and warrants as to the Shares that
(i) such Shareholder is the sole owner of and has full right, power and
authority to sell and vote such Shares, or if such Shareholder is not the sole
owner, such Shareholder has the full right, power and authority to sell such
Shares, and in either event, this letter agreement is a valid and binding
agreement, enforceable against such Shareholder, in accordance with its terms;
(ii) neither the execution of this letter agreement nor the consummation by such
Shareholder of the transactions contemplated hereby will constitute a violation
of, or conflict with, or default under, any contract, commitment, agreement,
understanding, arrangement or restriction of any kind to which such Shareholder
is a party or by which such Shareholder or such Shares are bound; and (iii)
Buyer shall upon purchase of such Shares in the Tender Offer receive good and
marketable title to such Shares, free and clear of all liens, claims,
encumbrances and security interests of any kind.
Each of Vedior and Buyer hereby represent and warrant that they have
the corporate power and are duly authorized to enter into this letter agreement.
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In the event that a Shareholder does not tender the Shares pursuant to
this Agreement and Xxxxx completes the Tender Offer, at any meeting of
shareholders of the Company, such Shareholder hereby agrees (solely in his
capacity as a shareholder of the Company) to vote all of the Shares, and any
other common shares of the Company which such Shareholder may own, or have the
power to vote in favor of the Merger. In furtherance of the voting agreement
contained in this paragraph, each Shareholder hereby revokes any and all
previous proxies with respect to any of the Shares and grants to Buyer and such
individuals or entities as Buyer may designate an irrevocable proxy to vote all
of the Shares owned by such Shareholder in favor of the Merger. In addition,
each Shareholder hereby agrees to execute such additional documents as Xxxxx, or
Xxxxxx, may reasonably request to effectuate Buyer's voting rights under this
paragraph.
We each hereby agree that this letter agreement creates legally binding
commitments, enforceable in accordance with their terms. This letter agreement
(i) constitutes the entire agreement among the parties hereto with respect to
the subject matter hereof and (ii) supersedes all other prior agreements and
understandings, both written and oral, among the parties hereto with respect to
the subject matter hereof. This letter agreement is not intended to confer upon
any other person any rights or remedies hereunder.
This letter agreement may be terminated at any time (i) by mutual
written consent of the parties hereto, or (ii) by any party if the Merger
Agreement has been terminated in accordance with its terms. Notwithstanding the
foregoing, such right of termination shall not be available to any party whose
breach of any obligation hereunder has been the cause of or resulted in the
failure of the Tender Offer or the transactions contemplated by the Merger
Agreement or this letter agreement to be consummated. No such termination shall
relieve any party from liability for any breach of this letter agreement.
Each party shall be entitled, without prejudice to the rights and
remedies otherwise available to such party, to specific performance of all of
the other party's obligations hereunder. This letter agreement shall be governed
by and construed in accordance with the internal laws (and not the law of
conflicts) of the State of Georgia. Each of the parties shall pay its own
expenses in connection with the execution and performance of this letter
agreement.
If any term, provision, covenant or restriction of this letter
agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this letter agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
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Please indicate your agreement to the foregoing by signing this letter
agreement in the space provided below, whereupon a binding agreement will have
been formed between us in respect of the foregoing.
Sincerely,
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
THE XXXXX FAMILY FOUNDATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: President
Acknowledged and agreed:
VEDIOR N.V.
By: /s/ C. K. Xxxxxxx Xxxxx
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Name: C. K. Xxxxxxx Xxxxx
Title: Chief Financial Officer
PLATFORM PURCHASER INC.
By: /s/ C. K. Xxxxxxx Xxxxx
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Name: C. K. Xxxxxxx Xxxxx
Title: President
