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EXHIBIT C
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STANDSTILL AGREEMENT
This Agreement dated as of January 30, 1998 is between Galileo
Corporation (the "Company"), a Delaware corporation, and Xxxx X. Xxxxx, Xx.
("Xxxxx"). It is made as a condition precedent to consummation of the merger
(the "Merger") of OFC Corporation ("OFC") into a subsidiary of the Company
pursuant to the Agreement and Plan of Merger dated as of December 30, 1997.
Xxxxx was the controlling stockholder of OFC and will receive shares of Common
Stock of the Company (the "Shares") in the Merger.
The parties hereto agree as follows:
1. COVENANTS OF XXXXX. Xxxxx agrees that for a period of five
years from the date hereof, he will not, directly or indirectly, without the
prior written consent of the Company:
(a) acquire beneficial ownership of any securities of the
Company entitled ordinarily to vote in the election of directors of the Company
or any securities convertible into or exchangeable for such securities
(collectively, "Voting Stock"), except by way of stock dividends or other
distributions or offerings made available to holders of Voting Stock generally;
authorize, announce or make a tender, exchange or other offer that would result
in such an acquisition; or engage in any solicitation of proxies (within the
meaning of the federal securities laws) for the purpose of obtaining stockholder
approval for any transaction that would result in such an acquisition;
(b) deposit any shares of Voting Stock in a voting trust or
subject any Voting Stock to any arrangement or agreement with respect to the
voting thereof;
(c) join or otherwise act in concert with any third party, or
become a member of a group, for the purpose of acquiring, holding or disposing
of Voting Stock; or
(d) sell or otherwise transfer to any third party any Shares
that would represent at the time of such transfer (together with all prior sales
to such party or any affiliate or associate of such party) more than one percent
of the Company's then issued and outstanding Common Stock, except for sales made
in the public market in accordance with Rule 144 or pursuant to a registration
statement filed by the Company under the Securities Act of 1933, as amended.
Notwithstanding the foregoing, Xxxxx may transfer Shares to his spouse or any
descendant or any trust for their benefit, provided that any such transferee
shall hold the Shares subject to the terms of this Agreement and the Shares
transferred shall be aggregated with all Shares held by Blais for this purpose.
2. NOTICE OF PURCHASES. Without limiting the restrictions in
Section 1, Xxxxx will notify the Company of his acquisition of any shares of
Voting Stock, or rights thereto, within two days after such acquisition,
regardless of whether such transaction is otherwise required to be reported
under law. Such notice shall be made by telecopy and U.S. mail in accordance
with Section 4.
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3. LEGEND. Each certificate representing Shares held by Blais,
and any permitted transferee thereof subject to the terms of this Agreement,
shall bear the following legend:
The shares represented by this certificate are subject to a
Standstill Agreement dated January 30, 1998, which may be
obtained upon written request from the Secretary of the
Issuer.
4. NOTICES. All notices and other communications required or
permitted hereunder shall be effective upon receipt and shall be in writing and
may be delivered in person, by telecopy, express delivery service or U.S. mail
sent first-class, certified or registered, postage prepaid, addressed to the
party to be notified, at the respective addresses set forth below, or at such
other address for a party as it may specify by notice to the other party:
Galileo Corporation
Galileo Park, X.X. Xxx 000
Xxxxxxxxxx, XX 00000
Fax: (000) 000-0000
Attention: President
with a copy to:
Xxxxx X. Xxxxxxx, Xx., Esq.
Xxxxxx & Dodge LLP
Xxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Fax: (000) 000-0000
Xxxx X. Xxxxx, Xx.
000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
with a copy to:
Xxxxxx X. Xxxxxxx, Esq.
Xxxxxx, Hall & Xxxxxxx
Exchange Place
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Fax: (000) 000-0000
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5. MISCELLANEOUS.
(a) AMENDMENT AND WAIVER. This Agreement may not be amended,
modified or supplemented and no requirement hereunder may be waived, except in
writing signed by the party to be bound thereby.
(b) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns, heirs and legal
representatives of the parties.
(c) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute the same agreement.
(d) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(e) GOVERNING LAW. This Agreement shall be governed by the
laws of Massachusetts without regard to principles of conflicts of law.
IN WITNESS WHEREOF, the parties have executed this Agreement as an
instrument under seal as of the date stated above.
GALILEO CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx, President
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Xxxxxxx X. Xxxxxx, President
/s/ Xxxx X. Xxxxx, Xx.
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XXXX X. XXXXX, XX.
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