Exhibit 2
VOTING AGREEMENT
This Voting Agreement is dated as of May 30, 2001, among Minntech
Corporation, a Minnesota corporation (the "Company"), and each of the persons
and entities listed on Annex B hereto, each of whom are stockholders
(collectively the "Buyer Stockholders" and individually each a "Buyer
Stockholder") of Cantel Medical Corp. a Delaware corporation (the "Buyer").
RECITALS
The Company, Buyer, and Canopy Merger Corp., a wholly owned subsidiary
of Buyer ("Buyer Subsidiary"), are entering into an Agreement and Plan of Merger
dated as of the date hereof (the "Merger Agreement"), pursuant to which Buyer
Subsidiary shall merge (the "Merger") with and into the Company and the existing
shareholders of the Company shall receive cash and common stock of Buyer ("Buyer
Common Stock") in exchange for their shares of common stock of the Company.
Each Buyer Stockholder is a director, executive officer, or significant
stockholder of the Buyer.
Because more than 20% of the outstanding Buyer Common Stock will be
held by shareholders of the Company immediately after the Merger pursuant to the
terms of the Merger Agreement, regulations of the National Association of
Securities Dealers require an affirmative vote of the stockholders of Buyer
prior to the issuance of Buyer Common Stock to shareholders of the Company in
the Merger.
The execution and delivery of this Agreement is a condition precedent
to the Company entering into the Merger Agreement.
AGREEMENT
Now, therefore, the parties hereby agree as follows:
1. VOTING; PROXY.
(a) During the term of this Agreement, at each meeting of the
Buyer's stockholders convened to consider and vote upon the issuance of
Buyer Common Stock pursuant to the Merger Agreement, each Buyer
Stockholder agrees to vote (to the extent not voted by the person or
persons appointed under the proxy granted under Section 1(b)) all
shares of Buyer Common Stock owned of record by him or her at the
record date for the vote (including, except for any shares for which
the Buyer Stockholder's sole voting power results from his or her
having been named as proxy pursuant to the proxy solicitation conducted
by the Buyer in connection with the meeting, any shares of Buyer Common
Stock over which the Buyer Stockholder has voting power, by contract or
otherwise) in favor of the issuance of Buyer Common Stock to the
shareholders of the Company pursuant to the Merger Agreement.
(b) Each Buyer Stockholder acknowledges that he or she has
executed and delivered to the Company an irrevocable proxy in the form
of Annex A hereto.
2. NO TRANSFER. During the term of this Agreement, each Buyer
Stockholder agrees that he or she shall not sell, pledge, assign, or otherwise
transfer, or authorize, propose, or agree to the sale, pledge, assignment, or
other transfer of, any of his or her shares of Buyer Common Stock, unless (a) at
least two business days' written notice of the proposed transfer is provided to
the Company and (b) the intended transferee agrees in writing to be bound by
this Agreement as if he or she were a Buyer Stockholder.
3. REPRESENTATIONS AND WARRANTIES. Each Buyer Stockholder, severally
and not jointly, represents and warrants to the Company with respect to himself
or herself as follows:
(a) AUTHORITY. He or she has the requisite power and authority
to enter into this Agreement, to perform his or her obligations
hereunder, and to consummate the transactions contemplated hereby. This
Agreement has been duly executed and delivered by him or her and
constitutes his or her valid and binding obligation, enforceable
against him or her in accordance with its terms, except as the
enforceability hereof may be limited by bankruptcy, insolvency,
moratorium, or similar laws affecting the enforcement of creditors'
rights generally, and except for judicial limitations on the
enforcement of the remedy of specific performance and other equitable
remedies.
(b) TITLE; AUTHORITY TO VOTE SHARES. He or she owns of record
and has voting power over the number of shares of Buyer Common Stock
set forth beside his or her name on Annex B hereto; and such shares are
held by him or her free and clear of all liens, charges, pledges,
restrictions, and encumbrances that would prevent him or her from
performing his or her obligations hereunder.
(c) NONCONTRAVENTION. Neither his or her execution and
delivery of this Agreement, nor his or her consummation of any of the
transactions contemplated hereby, nor his or her compliance with any of
the provisions hereof will violate, conflict with, or result in a
breach of, or constitute a default (or an event that, with notice or
lapse of time or both, would constitute a default) under, or result in
the termination or suspension of, or accelerate the performance
required by, or result in a right of termination or acceleration under,
or result in the creation of any lien upon, any of his or her
properties or assets under any agreement or instrument to which he or
she is a party or any statute, rule, regulation, judgment, order,
decree, or other legal requirement applicable to him or her.
(d) LITIGATION. (i) There is no claim, action, proceeding, or
investigation pending or, to his or her knowledge, threatened against
or relating to him or her before any court or governmental or
regulatory authority or body (including the National Association of
Securities Dealers, Inc.), and (ii) he or she is not subject to any
outstanding order, writ, injunction, or decree, that, in the case of
clause (i) or (ii), if determined adversely, would prohibit him or her
from performing his or her obligations hereunder.
4. TERMINATION. This Agreement shall terminate automatically and
without further action on behalf of any party at the earlier of (a) the
Effective Time or (b) the date and time the Merger Agreement is terminated
pursuant to its terms. In the event of a termination of this Agreement pursuant
to this Section 4, this Agreement shall forthwith become void and there shall be
no liability or obligation on the part of any party; PROVIDED, HOWEVER, that
nothing herein shall release any party from any liability for any breach of this
Agreement. If this Agreement is terminated, the proxies of the Buyer
Stockholders delivered under Section 1(b) hereof shall also terminate and be of
no further force or effect, and the Company shall promptly return the proxies to
the respective Buyer Stockholders.
5. DIRECTOR MATTERS EXCLUDED. The Company acknowledges and agrees that
with respect to each Buyer Stockholder that is a member of Buyer's Board of
Directors, no provision of this Agreement shall limit or otherwise restrict such
Buyer Stockholder with respect to any act or omission that he may undertake or
authorize in his capacity as a member of Buyer's Board of Directors, including,
without limitation, any vote that such Buyer Stockholder may make as a director
of the Buyer with respect to any matter presented to Buyer's Board of Directors.
6. MISCELLANEOUS.
(a) NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally,
effective when delivered, or if delivered by express delivery service,
effective when delivered, or if mailed by registered or certified mail
(return receipt requested), effective three business days after
mailing, or if delivered by telecopy, effective when telecopied with
confirmation of receipt, to the parties at the following addresses (or
at such other address for a party as shall be specified by like
notice):
If to a Buyer Stockholder at the address and/or
telecopy number set forth under his or her name on Annex B hereto;
If to Company to:
Minntech Corporation
00000 00xx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
(b) INTERPRETATION. The headings contained in this Agreement
are for reference purposes only and do not affect the interpretation of
this Agreement.
(c) COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which shall be considered the same agreement.
(d) ENTIRE AGREEMENT. This Agreement (including the documents
and instruments referred to herein, and the Merger Agreement),
constitutes the entire agreement and supersedes all prior and
contemporaneous agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
(e) SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provisions of this Agreement. Whenever
possible, each provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law.
(f) GOVERNING LAW. This Agreement shall be governed by
Delaware law, without regard to the principles of conflicts of law.
(g) ASSIGNMENT. Neither this Agreement nor any of the rights,
interests, or obligations hereunder may be assigned by any party,
whether by operation of law or otherwise, without the express written
consent of the other party. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of, and be
enforceable by the parties and their respective successors, heirs,
legal representatives, and permitted assigns. The representations,
agreements, and obligations of the Buyer Stockholders contained herein
shall survive the death or incapacity of any Buyer Stockholder and
shall be binding upon the heirs, personal representatives, successors,
and assigns of each Buyer Stockholder.
(h) REMEDIES. In addition to all other remedies available, the
parties agree that, in the event of a breach by a party of any of its
obligations hereunder, the non-breaching party shall be entitled to
specific performance or injunctive relief.
(i) DEFINED TERMS. All capitalized terms used but not defined
herein have the meanings given them in the Merger Agreement.
IN WITNESS WHEREOF, each of the parties have signed this Agreement
as of the date first written above.
MINNTECH CORPORATION
By /s/ Xxxxxxx X. Xxxxxxx
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Its Executive Vice President
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxxxxxxxx
-----------------------------------------
Xxxx X. Xxxxxxxxxxx
/s/ Xxxxx Xxxxxx
-----------------------------------------
Xxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxx
-----------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Xxxxxxx X. Xxxxx
/s/ Xxx Xxxxxx
-----------------------------------------
Xxx Xxxxxx
Trust For Xxxxxxxx Xxxxx Xxxxx (8/31/87)
By /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Its Trustee
Trust For Xxxx Xxxxxx Xxxxx (8/14/87)
By /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Its Trustee
Trust For Xxxxx Xxxxxx Xxxxx (10/1/87)
By /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Its Trustee
ANNEX A
IRREVOCABLE PROXY
The undersigned, revoking any proxy heretofore given, hereby
constitutes and appoints each of Xxxxxxx Hope and Xxxxxxx X. Xxxxxxx the true
and lawful attorney, with full power of substitution, for and in the name of the
undersigned to vote, at any time before the Termination (defined below), all
shares of common stock of Cantel Medical Crop., a Delaware corporation
("Buyer"), or other shares of capital stock of Buyer entitled to vote on the
business to be transacted, (1) registered in the name of the undersigned at the
record date for such vote, or (2) except as set forth below, over which the
undersigned has voting power by power of attorney or other contractual
arrangements with the owner of record (collectively, the "Shares"), at any
meeting of the stockholders of the Buyer, and at all adjournments thereof, and
pursuant to any consent of the stockholders in lieu of a meeting or otherwise,
in favor of the issuance of shares of common stock of Buyer by Buyer to the
shareholders of Minntech Corporation, a Minnesota corporation (the "Company"),
pursuant to the Agreement (defined below).
This Proxy is given only with respect to the approval of the issuance
of shares of common stock of Buyer by Buyer to shareholders of the Company
contemplated by the Agreement and Plan of Merger among the Company, Buyer, and
Canopy Merger Corp., a wholly owned subsidiary of Buyer, dated as of May 30,
2001 (the "Agreement"). The undersigned may vote the Shares on all other
matters. This Proxy is given to induce the Company to enter into the Agreement,
is coupled with an interest, and is irrevocable; PROVIDED, HOWEVER, that this
Proxy shall terminate automatically and without further action on behalf of the
undersigned upon the termination of the Voting Agreement, dated as of the date
hereof, among the Company and each of the persons and entities listed on Annex B
thereto (the "Termination").
Notwithstanding clause (2) of the first paragraph above, this Proxy
shall not include any shares of capital stock of the Buyer that are not subject
to clause (1) of the first paragraph above for which the undersigned's only
voting power results from the undersigned having been named as proxy pursuant to
the proxy solicitation conducted by the Buyer's Board of Directors in connection
with a special or annual meeting of the stockholders of the Buyer and over which
the undersigned does not otherwise have voting power with respect thereto.
The undersigned hereby ratifies and confirms all that the proxies named
herein may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of this 30th day of May, 2001.
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ANNEX B
Number of Shares of Buyer
Name Common Stock
----------------------------------------- -------------------------
Xxxxxxx X. Xxxxx
One New York Xxxxx-00xx Xxxxx 000,000
Xxx Xxxx, Xxx Xxxx 00000
Phone: 000-000-0000
Fax: 000-000-0000
Xxxx X. Xxxxxxxxxxx 196,333
0000 Xxxxxxxxx Xxxxx-Xxxxx 000
Xxxxxx, Xxxxxxx 00000
Phone: 000-000-0000
Fax: 000-000-0000
Xxxxx Xxxxxx 150,000
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone: 000-000-0000
Fax: 000-000-0000
Xxxxx X. Xxxxxx 113,450
Cantel Medical Corp.
000 Xxxxx Xxxx-0xx Xxxxx
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
Phone: 000-000-0000
Fax: 000-000-0000
Xxxxxxx X. Xxxxx 154,875
Xxx Xxx Xxxx Xxxxx-00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone: 000-000-0000
Fax: 000-000-0000
Xxx Xxxxxx 87,115
Cantel Medical Corp.
000 Xxxxx Xxxx-0xx Xxxxx
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
Phone: 000-000-0000
Fax: 000-000-0000
Trust For Xxxxxxxx Xxxxx Xxxxx (8/31/87) 54,333
Xxx Xxx Xxxx Xxxxx-00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone: 000-000-0000
Fax: 000-000-0000
Trust For Xxxx Xxxxxx Xxxxx (8/4/87) 54,333
Xxx Xxx Xxxx Xxxxx-00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone: 000-000-0000
Fax: 000-000-0000
Trust for Xxxxx Xxxxxx Xxxxx (10/1/87) 51,833
Xxx Xxx Xxxx Xxxxx-00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone: 000-000-0000
Fax: 000-000-0000
