Exhibit 2(b)
ASSIGNMENT AGREEMENT
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ASSIGNMENT AGREEMENT, dated as of July 21, 1997 (this "Agreement"),
between T5 ACQUISITION CORP. ("T5"), a Georgia corporation and a direct,
wholly-owned subsidiary of Tyco International (US) Inc. (formerly Tyco
International Ltd.), a Massachusetts corporation ("Old Tyco"), and T7
ACQUISITION CORP. ("T7"), a Georgia corporation and a direct, wholly-owned
subsidiary of Tyco International Ltd., a Bermuda company limited by shares
("Tyco").
1. Old Tyco, T5 and INBRAND CORPORATION, a Georgia corporation, are
parties to that certain Agreement and Plan of Merger dated as of May 12, 1997
(the "Merger Agreement");
2. Pursuant to Section 8.09 of the Merger Agreement, all or any of the
rights of T5 may be assigned to any direct, wholly-owned subsidiary of Old Tyco
or Tyco provided that no such assignment shall relieve T5 of its obligations
under the Merger Agreement. T5's rights under the Merger Agreement shall be
assigned to a direct, wholly-owned subsidiary of Tyco if such assignment is
required in order that the merger contemplated by the Merger Agreement
constitute a tax-free reorganization within the meaning of Section 368 of the
Internal Revenue Code of 1986, as amended; and
3. T5 desires to assign, and T7 desires to assume, all of the rights
and obligations of T5 under the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and for such other
good and valuable consideration, the receipt of which is hereby acknowledged, T5
and T7 agree that all of the rights and obligations of T5 under the Merger
Agreement are hereby assigned to, and assumed by, T7 .
IN WITNESS WHEREOF, T5 and T7 have caused this Agreement to be
executed by their respective, duly authorized officers as of the date first
written above.
T5 ACQUISITION CORP.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
T7 ACQUISITION CORP.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
