Exhibit 10.27
CONSENT AGREEMENT
THIS CONSENT AGREEMENT (the "Consent Agreement") is entered into as of
July 13, 1998 by and among METRON TECHNOLOGY B.V., a Netherlands corporation
("Metron"), and the investors ("Investors") listed on Exhibit A attached to that
certain Investor Rights Agreement (the "Investor Rights Agreement"), dated as of
July 6, 1995, by and among Metron and the "Investors" (as defined therein). The
Investors are executing this Consent Agreement for the purpose of granting their
consent to the joining of certain holders of common shares of Metron as
"Investors" to the Investor Rights Agreement.
RECITALS
A. Metron, Metron Acquisition Sub, Inc. ("Merger Sub"), X.X. Xxxxx Co.
("Xxxxx") have executed an Agreement and Plan of Merger and Reorganization
("Merger Agreement"), dated as of June 12, 1998, and stockholders of Xxxxx
joined in the execution of the Merger Agreement by executing a Joinder Agreement
with respect thereto (the "Signing Stockholders"). Metron, Merger Sub, Xxxxx and
the Signing Stockholders have entered into the Merger Agreement to effect a
merger of Merger Sub with and into Xxxxx in accordance with the Merger Agreement
(the "Merger"). Upon consummation of the Merger, Merger Sub will cease to exist,
Xxxxx will become a wholly-owned subsidiary of Metron, and the stockholders of
Xxxxx ("Stockholders") will be issued capital stock of Metron (the "Purchaser
Capital Stock").
B. The Merger Agreement requires Metron to grant to the Stockholders
the rights set forth in the Investor Rights Agreement with respect to the shares
of Purchaser Capital Stock issued in connection with the Merger.
C. The Stockholders shall execute an Accession Agreement ("Accession
Agreement") to join into the Investor Rights Agreement on the terms and
conditions specified in the Accession Agreement and the Investor Rights
Agreement.
D. Investors signing below consent to joining the Stockholders to the
Investor Rights Agreement on the terms set forth herein.
E. As of the date of this Consent Agreement, Metron has an authorized
share capital of twenty three million five hundred thousand (23,500,000) common
shares and one million five hundred thousand (1,500,000) preferred shares with a
par value of NLG 0.96 per share each.
Investors, intending to be legally bound, agree as follows:
AGREEMENT
1. CONSENT.
Each of the Investors consents to the execution and delivery by Metron of the
Accession Agreement and further agrees that (i) any shares of Purchaser Capital
Stock issued pursuant to the Merger shall be deemed to be "Shares" for purposes
of the Investor Rights Agreement (except that the Shares now have a par value of
NLG 0.96 per share), (ii) the initial holders thereof shall be deemed to be
"Investors" for purposes of the Investor Rights Agreement and (iii)
1.
"Registrable Securities" as defined in the Investor Rights Agreement shall
include the shares of Purchaser Capital Stock issued pursuant to the Merger.
2.
The parties hereto have caused this CONSENT AGREEMENT to be executed
and delivered as of the date set forth above.
METRON TECHNOLOGY B.V. INVESTOR
By: /s/ Xxxxxxx X. Xxxxxxxxxxx By: /s/ Xxx Xxxxxxx
---------------------------- ----------------------------
Print Name: Xxxxxxx X. Xxxxxxxxxxx Print Name: Xxx Xxxxxxx
-------------------- -------------------
Title: Ex. V.P.-Mng. Dir. B Title: Ex. V.P.-Mang. Dir. B
------------------------- ------------------------
INVESTOR
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx Xxxxx
---------------------------- ----------------------------
Print Name: Xxxxx X. Xxxxx Print Name: Xxxxx Xxxxx
-------------------- -------------------
Title: Managing Director Title: Dir. Product Dev.
Vice President Finance ------------------------
-------------------------
INVESTOR
Flouroware, Inc.
By: /s/ Xxxxx Xxxxxxxxx
----------------------------
Print Name: Xxxxx X. Xxxxxxxxx
--------------------
Title: Executive Vice President
& COO
-------------------------
INVESTOR
By: /s/ X.X. Xxxxxx-Prinsep
----------------------------
Print Name: X.X. Xxxxxx-Prinsep
--------------------
Title: Ex. V.P. Equipment
-------------------------
3.
