Exhibit 10.26
ACCESSION AGREEMENT
THIS ACCESSION AGREEMENT (the "Accession Agreement") is entered into as
of July 13, 1998 by the holders (each a "Stockholder" and, collectively,
"Stockholders") of the common shares of METRON TECHNOLOGY B.V., a Netherlands
corporation ("Metron"), issued pursuant to that certain Agreement and Plan of
Merger and Reorganization ("Merger Agreement"), dated as of June 12, 1998, by
and among Metron, Metron Acquisition Sub, Inc., a Nevada corporation ("Merger
Sub"), X.X. Xxxxx, a Nevada corporation ("Xxxxx"), and the stockholders of Xxxxx
who joined in the execution of the Merger Agreement by executing a Joinder
Agreement with respect thereto (the "Signing Stockholders"). The Stockholders
are executing this Accession Agreement for the purpose of joining as Investors
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). Certain capitalized terms used in this Accession Agreement are defined
in the Investor Rights Agreement.
RECITALS
A. 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 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 Investors have approved this Accession Agreement pursuant to
that certain Consent Agreement, dated as of July 13, 1998, in accordance with
the terms of the Investor Rights Agreement.
D. The Stockholders signing below intend to join the Investor Rights
Agreement as Investors on the terms and conditions specified in this Accession
Agreement and the Investor Rights Agreement.
E. As of the date of this Accession 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.
AGREEMENT
Stockholders, intending to be legally bound, agree as follows:
1. ACCESSION TO INVESTOR RIGHTS AGREEMENT. Upon the terms and subject to
the conditions set forth in this Accession Agreement, effective as of
the "Effective Time" (as defined in the Merger Agreement) each
Stockholder agrees to join into and be bound by the terms of the
Investor Rights
1.
Agreement, joining such Investor Rights Agreement as an "Investor"
(as defined in the Investor Rights Agreement). Each Stockholder
further agrees that the shares of Purchaser Capital Stock issued to
such Stockholder pursuant to the Merger shall be deemed "Shares" as
defined in the Investor Rights Agreement (except that the Shares now
have a par value of NLG 0.96 per share) and shall be subject to the
rights and restrictions as set forth therein. Each Stockholder
further agrees that "Registrable Securities" as defined in the
Investor Rights Agreement shall include those shares of Purchaser
Capital Stock issued to such Stockholder pursuant to the Merger.
2. NOTICES. Any notices to the Stockholders under this Accession Agreement
or pursuant to Section 5.4 of the Investor Rights Agreement shall be
sent to the address set forth below under such Stockholder's name (or
to such other address or telecopier number as such party shall have
specified in a written notice given to the other parties hereto and the
other parties to the Investor Rights Agreement).
3. COUNTERPARTS. This Accession Agreement may be executed and delivered in
counterparts and shall be effective with respect to any Stockholder as
of the date of execution by such Stockholder.
2.
The parties hereto have caused this Accession Agreement to be executed and
delivered and to be effective as of the date first written above.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Address:
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No. of Shares:
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/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Address:
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No. of Shares:
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/s/ C. Xxxxx Xxxxxxxxx
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C. Xxxxx Xxxxxxxxx
Address:
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No. of Xxxxx Shares: 42,500
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/s/ Xxxx X. Xxxxx, Xx.
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Xxxx X. Xxxxx, Xx.
Address:
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No. of Shares:
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3.
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Xxx X. Xxxxxx
Address:
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No. of Shares:
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/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx, as Trustee of
the X.X. Xxxxx Company Employee Stock
Ownership Trust (As Amended and
Restated, Effective March 17, 1997)
Address:
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No. of Xxxxx Shares: 27,920,131
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4.
