EXHIBIT 2.C
VOTING AGREEMENT
VOTING AGREEMENT ("Agreement") dated as of June 9, 1997, between
Halliburton Company, a Delaware corporation (the "Acquiror"), and Xxxxx Venture
Partners, L.P. (the "Shareholder"), a holder of common shares, par value $0.01
per share, of NUMAR Corporation, a Pennsylvania corporation (the "Company").
RECITALS:
The Shareholder beneficially owns an aggregate of 700,486 common shares
(together with any additional common shares as to which beneficial ownership is
acquired by any member of the Shareholder Group described below, the "Company
Shares"), par value $0.01 per share ("Company Common Shares"), of the Company.
The Acquiror is prepared to enter into an Agreement and Plan of Merger with
the Company (the "Plan") providing for the merger of a wholly owned subsidiary
of Acquiror with and into the Company and the conversion in such merger of each
Company Common Share into the number of shares of the Common Stock, par value
$2.50 per share, of the Acquiror set forth in the Plan (the "Merger").
To facilitate the Merger, the Shareholder is willing to enter into certain
arrangements with respect to the Company Shares.
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual promises set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Shareholder's Support of the Merger. From the date hereof until December
31, 1997, or, if earlier, termination of the Plan:
(a) Except as contemplated by the Plan or hereby, neither the
Shareholder nor any Person controlled by the Shareholder, other than the
Company and its subsidiaries (collectively, the "Shareholder Group"), will,
directly or indirectly, sell, transfer, pledge or otherwise dispose of, or
grant a proxy with respect to, any Company Shares to any Person other than
any member of the Shareholder Group or the Acquiror or its designee, or
grant an option with respect to any of the Company Shares or enter into any
other agreement or arrangement with respect to any of the Company Shares.
(b) The Shareholder agrees that the Shareholder will vote, and will
cause each member of the Shareholder Group to vote, all Company Shares
entitled to vote and beneficially owned by such Persons (i) in favor of the
Merger and (ii), subject to the provisions of paragraph (c) below, against
any combination proposal or other matter that may
(in the reasonable opinion of the Acquiror) interfere or be inconsistent
with the Merger (including without limitation a Competing Transaction).
(c) The Shareholder agrees that, if requested by the Acquiror in
writing in order to facilitate the Merger, the Shareholder will not, and
will cause each member of the Shareholder Group not to, attend or vote any
Company Shares beneficially owned by any such Person at any annual or
special meeting of shareholders or execute any written consent of
shareholders
(d) Neither the Shareholder nor any other member of the Shareholder
Group will initiate, solicit or encourage (including by way of furnishing
information or assistance), or take any other action to facilitate, any
inquiries or the making of any proposal that constitutes, or that may
reasonably be expected to lead to, any merger, consolidation, share
exchange, business combination or similar transaction involving the Company
or any of its Significant Subsidiaries, a sale, lease, exchange, transfer
or other disposition of 50% or more of the assets of the Company and its
subsidiaries, taken as a whole, in a single transaction or series of
transactions, the acquisition by a Person or Group of beneficial ownership
or the right to acquire beneficial ownership of 50% or more of the
outstanding Company Common Shares, whether by tender offer, exchange offer
or otherwise, or the acquisition in any manner, directly or indirectly, of
a material equity interest in any voting securities of, or a substantial
portion of the assets of, the Company or any of its Significant
Subsidiaries, other than the transactions contemplated by the Plan (a
"Competing Transaction"), or enter into discussions or negotiate with any
Person in furtherance of such inquiries or to obtain a Competing
Transaction, or agree to or endorse any Competing Transaction, or authorize
or permit any of the officers, directors or employees of the Shareholder or
any member of the Shareholder Group or any investment banker, financial
advisor, attorney, accountant or other representative retained by the
Shareholder or any other member of the Shareholder Group to take any such
action. The Shareholder shall promptly notify the Acquiror of all relevant
terms of any such inquiries or proposals received by such Shareholder or
any other member of the Shareholder Group or by any such officer, director,
employee, investment banker, financial advisor, attorney, accountant or
other representative relating to any of such matters and, if such inquiry
or proposal is in writing, such Shareholder shall deliver or cause to be
delivered to the Acquiror a copy of such inquiry or proposal.
(e) The Shareholder hereby consents to the Acquiror's announcement in
any press release, public filing, advertisement or other document, that the
Shareholder has entered into this Agreement.
(f) To the extent inconsistent with the provisions of this Section 1,
the Shareholder hereby revokes, and will cause each member of the
Shareholder Group to revoke, any and all proxies with respect to such
member's Company Common Shares or any other voting securities of the
Company.
-2-
2. Miscellaneous
(a) The Shareholder, on the one hand, and the Acquiror, on the other,
acknowledge and agree that irreparable damage would occur if any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof in any court of the United States or any state
thereof having jurisdiction, in addition to any other remedies to which they may
be entitled at law or equity.
(b) Descriptive headings are for convenience only and shall not control or
affect the meaning or construction of any provision of this Agreement.
(c) All notices, consents, requests, instructions, approvals and other
communications provided for herein shall be validly given, made or served, if in
writing and delivered personally, by telecopier (subject to receipt of
electronic confirmation) or sent by registered mail, postage prepaid:
If to the Acquiror:
Halliburton Company
0000 Xxxxxxx Xxxxx
000 X. Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Executive Vice President
and General Counsel
Telecopier No.: (000) 000-0000
with a copy to:
Xxxxxx & Xxxxxx L.L.P.
First City Tower
0000 Xxxxxx
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxxxx X. Xxxx III
Telecopier No.: (000) 000-0000
-3-
If to the Shareholder:
Xxxxx Venture Partners, L.P.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Telecopier No.: (000) 000-0000
or to such other address or telecopier number as any party may, from time to
time, designate in a written notice given in a like manner. Notice given by
telecopier shall be deemed delivered on the day the sender receives telecopier
confirmation that such notice was received at the telecopier number of the
addressee. Notice given by mail as set out above shall be deemed delivered
three days after the date the same is postmarked.
(d) From and after the termination of this Agreement, the covenants of the
parties set forth herein shall be of no further force or effect and the parties
shall be under no further obligation with respect thereto.
(e) For purposes of this Agreement, the following terms shall have the
following meanings:
(i) Affiliate. "Affiliate" shall have the meaning ascribed to it in
---------
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as
in effect on the date hereof.
(ii) Associate. "Associate" shall have the meaning ascribed to it in
---------
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as
in effect on the date hereof.
(iii) Beneficial Owner. A person shall be deemed a "beneficial owner"
----------------
of or to have "beneficial ownership" of Company Shares in accordance with
the interpretations of the term "beneficial ownership" as defined in Rule
13-d(3) under the Exchange Act, as in effect on the date hereof, provided
that a person shall be deemed to be the beneficial owner of, and to have
beneficial ownership of, Company Shares that such Person or any Affiliate
of such Person has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrant, options or otherwise.
(iv) Exchange Act. "Exchange Act" shall mean the Securities Exchange
-------------
Act of 1934, as amended.
-4-
(v) Person. A "Person" shall mean any individual, firm, corporation,
------
partnership, trust, limited liability company or other entity.
(vi) Significant Subsidiary. "Significant Subsidiary" shall have the
----------------------
meaning ascribed to it in Rule 1-02 of SEC Regulation S-X as in effect on
the date hereof.
(g) The Shareholder hereby represents and warrants to the Acquiror as
follows: The Shareholder has full power and authority to enter into this
Agreement; neither the execution or delivery of this Agreement nor the
consummation of the transactions contemplated herein will (i) conflict with or
result in a breach, default or violation of (A) any of the terms, provisions or
conditions of the certificate of incorporation or bylaws of any member of the
Shareholder Group or (B) any agreement, proxy, document, instrument, judgment,
decree, order, governmental permit, certificate, license, law, statute, rule or
regulation to which any member of the Shareholder Group is a party or to which
it is subject, (ii) result in the creation of any lien, charge or other
encumbrance on any Company Common Shares or (iii) require any member of the
Shareholder Group to obtain the consent of any private nongovernmental third
party; and no consent, action, approval or authorization of, or registration,
declaration or filing with, any governmental department, commission, agency or
other instrumentality or any other person or entity is required to authorize, or
is otherwise required in connection with, the execution and delivery of this
Agreement (with the exception of an amended Schedule 13D to be filed by the
Shareholder pursuant to the Exchange Act) or the Shareholder's performance of
the terms of this Agreement or the validity or enforceability of this Agreement.
(h) This Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective heirs, personal representatives, successors,
assigns and Affiliates, but shall not be assignable by either party hereto
without the prior written consent of the other party hereto.
(i) No party may waive any of the terms or conditions of this Agreement
except by a duly signed writing referring to the specific provision to be
waived.
(j) This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Texas, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law; provided, however, that
any matter involving the internal corporate affairs of any party hereto shall be
governed by the provisions of the Business Corporation Law of the Commonwealth
of Pennsylvania.
(k) This Agreement constitutes the entire agreement, and supersedes all
other and prior agreements and understandings, both written and oral, among the
parties hereto and their Affiliates.
-5-
(l) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same instrument.
-6-
IN WITNESS WHEREOF, the Shareholder and the Acquiror have each caused this
Agreement to be duly executed by an officer or other Person, thereunto duly
authorized, all as of the day and year first above written.
HALLIBURTON COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President and General Counsel
XXXXX VENTURE PARTNERS, L.P.
By: /s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx
General Partner
-7-
VOTING AGREEMENT
VOTING AGREEMENT ("Agreement") dated as of June 9, 1997, between
Halliburton Company, a Delaware corporation (the "Acquiror"), and Xxxxxx X.
Xxxxxx (the "Shareholder"), a holder of common shares, par value $0.01 per
share, of NUMAR Corporation, a Pennsylvania corporation (the "Company").
RECITALS:
The Shareholder beneficially owns an aggregate of 334,143 common shares
(together with any additional common shares as to which beneficial ownership is
acquired by any member of the Shareholder Group described below, the "Company
Shares"), par value $0.01 per share ("Company Common Shares"), of the Company.
The Acquiror is prepared to enter into an Agreement and Plan of Merger with
the Company (the "Plan") providing for the merger of a wholly owned subsidiary
of Acquiror with and into the Company and the conversion in such merger of each
Company Common Share into the number of shares of the Common Stock, par value
$2.50 per share, of the Acquiror set forth in the Plan (the "Merger").
To facilitate the Merger, the Shareholder is willing to enter into certain
arrangements with respect to the Company Shares.
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual promises set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Shareholder's Support of the Merger. From the date hereof until December
31, 1997, or, if earlier, termination of the Plan:
(a) Except as contemplated by the Plan or hereby, neither the
Shareholder nor any Person controlled by the Shareholder, other than the
Company and its subsidiaries (collectively, the "Shareholder Group"), will,
directly or indirectly, sell, transfer, pledge or otherwise dispose of, or
grant a proxy with respect to, any Company Shares to any Person other than
any member of the Shareholder Group or the Acquiror or its designee, or
grant an option with respect to any of the Company Shares or enter into any
other agreement or arrangement with respect to any of the Company Shares.
(b) The Shareholder agrees that the Shareholder will vote, and will
cause each member of the Shareholder Group to vote, all Company Shares
entitled to vote and beneficially owned by such Persons (i) in favor of the
Merger and (ii), subject to the provisions of paragraph (c) below, against
any combination proposal or other matter that may
(in the reasonable opinion of the Acquiror) interfere or be inconsistent
with the Merger (including without limitation a Competing Transaction).
(c) The Shareholder agrees that, if requested by the Acquiror in
writing in order to facilitate the Merger, the Shareholder will not, and
will cause each member of the Shareholder Group not to, attend or vote any
Company Shares beneficially owned by any such Person at any annual or
special meeting of shareholders or execute any written consent of
shareholders
(d) Neither the Shareholder nor any other member of the Shareholder
Group will initiate, solicit or encourage (including by way of furnishing
information or assistance), or take any other action to facilitate, any
inquiries or the making of any proposal that constitutes, or that may
reasonably be expected to lead to, any merger, consolidation, share
exchange, business combination or similar transaction involving the Company
or any of its Significant Subsidiaries, a sale, lease, exchange, transfer
or other disposition of 50% or more of the assets of the Company and its
subsidiaries, taken as a whole, in a single transaction or series of
transactions, the acquisition by a Person or Group of beneficial ownership
or the right to acquire beneficial ownership of 50% or more of the
outstanding Company Common Shares, whether by tender offer, exchange offer
or otherwise, or the acquisition in any manner, directly or indirectly, of
a material equity interest in any voting securities of, or a substantial
portion of the assets of, the Company or any of its Significant
Subsidiaries, other than the transactions contemplated by the Plan (a
"Competing Transaction"), or enter into discussions or negotiate with any
Person in furtherance of such inquiries or to obtain a Competing
Transaction, or agree to or endorse any Competing Transaction, or authorize
or permit any of the officers, directors or employees of the Shareholder or
any member of the Shareholder Group or any investment banker, financial
advisor, attorney, accountant or other representative retained by the
Shareholder or any other member of the Shareholder Group to take any such
action. The Shareholder shall promptly notify the Acquiror of all relevant
terms of any such inquiries or proposals received by such Shareholder or
any other member of the Shareholder Group or by any such officer, director,
employee, investment banker, financial advisor, attorney, accountant or
other representative relating to any of such matters and, if such inquiry
or proposal is in writing, such Shareholder shall deliver or cause to be
delivered to the Acquiror a copy of such inquiry or proposal.
(e) The Shareholder hereby consents to the Acquiror's announcement in
any press release, public filing, advertisement or other document, that the
Shareholder has entered into this Agreement.
(f) To the extent inconsistent with the provisions of this Section 1,
the Shareholder hereby revokes, and will cause each member of the
Shareholder Group to revoke, any and all proxies with respect to such
member's Company Common Shares or any other voting securities of the
Company.
-2-
2. Miscellaneous
(a) The Shareholder, on the one hand, and the Acquiror, on the other,
acknowledge and agree that irreparable damage would occur if any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof in any court of the United States or any state
thereof having jurisdiction, in addition to any other remedies to which they may
be entitled at law or equity.
(b) Descriptive headings are for convenience only and shall not control or
affect the meaning or construction of any provision of this Agreement.
(c) All notices, consents, requests, instructions, approvals and other
communications provided for herein shall be validly given, made or served, if in
writing and delivered personally, by telecopier (subject to receipt of
electronic confirmation) or sent by registered mail, postage prepaid:
If to the Acquiror:
Halliburton Company
0000 Xxxxxxx Xxxxx
000 X. Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Executive Vice President
and General Counsel
Telecopier No.: (000) 000-0000
with a copy to:
Xxxxxx & Xxxxxx L.L.P.
First City Tower
0000 Xxxxxx
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxxxx X. Xxxx III
Telecopier No.: (000) 000-0000
-3-
If to the Shareholder:
Xxxxxx X. Xxxxxx
c/o NUMAR Corporation
000 Xxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Telecopier No.: (000) 000-0000
or to such other address or telecopier number as any party may, from time to
time, designate in a written notice given in a like manner. Notice given by
telecopier shall be deemed delivered on the day the sender receives telecopier
confirmation that such notice was received at the telecopier number of the
addressee. Notice given by mail as set out above shall be deemed delivered
three days after the date the same is postmarked.
(d) From and after the termination of this Agreement, the covenants of the
parties set forth herein shall be of no further force or effect and the parties
shall be under no further obligation with respect thereto.
(e) For purposes of this Agreement, the following terms shall have the
following meanings:
(i) Affiliate. "Affiliate" shall have the meaning ascribed to it in
----------
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as
in effect on the date hereof.
(ii) Associate. "Associate" shall have the meaning ascribed to it in
----------
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as
in effect on the date hereof.
(iii) Beneficial Owner. A person shall be deemed a "beneficial owner"
-----------------
of or to have "beneficial ownership" of Company Shares in accordance with
the interpretations of the term "beneficial ownership" as defined in Rule
13-d(3) under the Exchange Act, as in effect on the date hereof, provided
that a person shall be deemed to be the beneficial owner of, and to have
beneficial ownership of, Company Shares that such Person or any Affiliate
of such Person has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrant, options or otherwise.
(iv) Exchange Act. "Exchange Act" shall mean the Securities Exchange
-------------
Act of 1934, as amended.
(v) Person. A "Person" shall mean any individual, firm,
------
corporation, partnership, trust, limited liability company or other entity.
-4-
(vi) Significant Subsidiary. "Significant Subsidiary" shall have the
----------------------
meaning ascribed to it in Rule 1-02 of SEC Regulation S-X as in effect on
the date hereof.
(g) The Shareholder hereby represents and warrants to the Acquiror as
follows: The Shareholder has full power and authority to enter into this
Agreement; neither the execution or delivery of this Agreement nor the
consummation of the transactions contemplated herein will (i) conflict with or
result in a breach, default or violation of (A) any of the terms, provisions or
conditions of the certificate of incorporation or bylaws of any member of the
Shareholder Group or (B) any agreement, proxy, document, instrument, judgment,
decree, order, governmental permit, certificate, license, law, statute, rule or
regulation to which any member of the Shareholder Group is a party or to which
it is subject, (ii) result in the creation of any lien, charge or other
encumbrance on any Company Common Shares or (iii) require any member of the
Shareholder Group to obtain the consent of any private nongovernmental third
party; and no consent, action, approval or authorization of, or registration,
declaration or filing with, any governmental department, commission, agency or
other instrumentality or any other person or entity is required to authorize, or
is otherwise required in connection with, the execution and delivery of this
Agreement (with the exception of an amended Schedule 13D to be filed by the
Shareholder pursuant to the Exchange Act) or the Shareholder's performance of
the terms of this Agreement or the validity or enforceability of this Agreement.
(h) This Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective heirs, personal representatives, successors,
assigns and Affiliates, but shall not be assignable by either party hereto
without the prior written consent of the other party hereto.
(i) No party may waive any of the terms or conditions of this Agreement
except by a duly signed writing referring to the specific provision to be
waived.
(j) This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Texas, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law; provided, however, that
any matter involving the internal corporate affairs of any party hereto shall be
governed by the provisions of the Business Corporation Law of the Commonwealth
of Pennsylvania.
(k) This Agreement constitutes the entire agreement, and supersedes all
other and prior agreements and understandings, both written and oral, among the
parties hereto and their Affiliates.
(l) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same instrument.
-5-
IN WITNESS WHEREOF, the Shareholder has executed this Agreement and the
Acquiror has caused this Agreement to be duly executed by an officer, thereunto
duly authorized, all as of the day and year first above written.
HALLIBURTON COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President and General Counsel
SHAREHOLDER
/s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
-7-
VOTING AGREEMENT
VOTING AGREEMENT ("Agreement") dated as of June 9, 1997, between
Halliburton Company, a Delaware corporation (the "Acquiror"), and Xxxxx X. Xxxxx
(the "Shareholder"), a holder of common shares, par value $0.01 per share, of
NUMAR Corporation, a Pennsylvania corporation (the "Company").
RECITALS:
The Shareholder beneficially owns an aggregate of 723,144 common shares
(together with any additional common shares as to which beneficial ownership is
acquired by any member of the Shareholder Group described below, the "Company
Shares"), par value $0.01 per share ("Company Common Shares"), of the Company.
The Acquiror is prepared to enter into an Agreement and Plan of Merger with
the Company (the "Plan") providing for the merger of a wholly owned subsidiary
of Acquiror with and into the Company and the conversion in such merger of each
Company Common Share into the number of shares of the Common Stock, par value
$2.50 per share, of the Acquiror set forth in the Plan (the "Merger").
To facilitate the Merger, the Shareholder is willing to enter into certain
arrangements with respect to the Company Shares.
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual promises set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Shareholder's Support of the Merger. From the date hereof until
December 31, 1997, or, if earlier, termination of the Plan:
(a) Except as contemplated by the Plan or hereby, neither the
Shareholder nor any Person controlled by the Shareholder, other than the
Company and its subsidiaries (collectively, the "Shareholder Group"), will,
directly or indirectly, sell, transfer, pledge or otherwise dispose of, or
grant a proxy with respect to, any Company Shares to any Person other than
any member of the Shareholder Group or the Acquiror or its designee, or
grant an option with respect to any of the Company Shares or enter into any
other agreement or arrangement with respect to any of the Company Shares.
(b) The Shareholder agrees that the Shareholder will vote, and will
cause each member of the Shareholder Group to vote, all Company Shares
entitled to vote and beneficially owned by such Persons (i) in favor of the
Merger and (ii), subject to the provisions of paragraph (c) below, against
any combination proposal or other matter that may
(in the reasonable opinion of the Acquiror) interfere or be inconsistent
with the Merger (including without limitation a Competing Transaction).
(c) The Shareholder agrees that, if requested by the Acquiror in
writing in order to facilitate the Merger, the Shareholder will not, and
will cause each member of the Shareholder Group not to, attend or vote any
Company Shares beneficially owned by any such Person at any annual or
special meeting of shareholders or execute any written consent of
shareholders
(d) Neither the Shareholder nor any other member of the Shareholder
Group will initiate, solicit or encourage (including by way of furnishing
information or assistance), or take any other action to facilitate, any
inquiries or the making of any proposal that constitutes, or that may
reasonably be expected to lead to, any merger, consolidation, share
exchange, business combination or similar transaction involving the Company
or any of its Significant Subsidiaries, a sale, lease, exchange, transfer
or other disposition of 50% or more of the assets of the Company and its
subsidiaries, taken as a whole, in a single transaction or series of
transactions, the acquisition by a Person or Group of beneficial ownership
or the right to acquire beneficial ownership of 50% or more of the
outstanding Company Common Shares, whether by tender offer, exchange offer
or otherwise, or the acquisition in any manner, directly or indirectly, of
a material equity interest in any voting securities of, or a substantial
portion of the assets of, the Company or any of its Significant
Subsidiaries, other than the transactions contemplated by the Plan (a
"Competing Transaction"), or enter into discussions or negotiate with any
Person in furtherance of such inquiries or to obtain a Competing
Transaction, or agree to or endorse any Competing Transaction, or authorize
or permit any of the officers, directors or employees of the Shareholder or
any member of the Shareholder Group or any investment banker, financial
advisor, attorney, accountant or other representative retained by the
Shareholder or any other member of the Shareholder Group to take any such
action. The Shareholder shall promptly notify the Acquiror of all relevant
terms of any such inquiries or proposals received by such Shareholder or
any other member of the Shareholder Group or by any such officer, director,
employee, investment banker, financial advisor, attorney, accountant or
other representative relating to any of such matters and, if such inquiry
or proposal is in writing, such Shareholder shall deliver or cause to be
delivered to the Acquiror a copy of such inquiry or proposal.
(e) The Shareholder hereby consents to the Acquiror's announcement in
any press release, public filing, advertisement or other document, that the
Shareholder has entered into this Agreement.
(f) To the extent inconsistent with the provisions of this Section 1,
the Shareholder hereby revokes, and will cause each member of the
Shareholder Group to revoke, any and all proxies with respect to such
member's Company Common Shares or any other voting securities of the
Company.
-2-
2. Miscellaneous
(a) The Shareholder, on the one hand, and the Acquiror, on the other,
acknowledge and agree that irreparable damage would occur if any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof in any court of the United States or any state
thereof having jurisdiction, in addition to any other remedies to which they may
be entitled at law or equity.
(b) Descriptive headings are for convenience only and shall not control or
affect the meaning or construction of any provision of this Agreement.
(c) All notices, consents, requests, instructions, approvals and other
communications provided for herein shall be validly given, made or served, if in
writing and delivered personally, by telecopier (subject to receipt of
electronic confirmation) or sent by registered mail, postage prepaid:
If to the Acquiror:
Halliburton Company
0000 Xxxxxxx Xxxxx
000 X. Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Executive Vice President
and General Counsel
Telecopier No.: (000) 000-0000
with a copy to:
Xxxxxx & Xxxxxx L.L.P.
First City Tower
0000 Xxxxxx
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxxxx X. Xxxx III
Telecopier No.: (000) 000-0000
-3-
If to the Shareholder:
Xxxxx Venture Partners, L.P.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxxx 00000
Attention: Xxxxx X.Xxxxx
Telecopier No.: (000) 000-0000
or to such other address or telecopier number as any party may, from time to
time, designate in a written notice given in a like manner. Notice given by
telecopier shall be deemed delivered on the day the sender receives telecopier
confirmation that such notice was received at the telecopier number of the
addressee. Notice given by mail as set out above shall be deemed delivered
three days after the date the same is postmarked.
(d) From and after the termination of this Agreement, the covenants of the
parties set forth herein shall be of no further force or effect and the parties
shall be under no further obligation with respect thereto.
(e) For purposes of this Agreement, the following terms shall have the
following meanings:
(i) Affiliate. "Affiliate" shall have the meaning ascribed to it in
---------
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as
in effect on the date hereof.
(ii) Associate. "Associate" shall have the meaning ascribed to it in
---------
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as
in effect on the date hereof.
(iii) Beneficial Owner. A person shall be deemed a "beneficial owner"
----------------
of or to have "beneficial ownership" of Company Shares in accordance with
the interpretations of the term "beneficial ownership" as defined in Rule
13-d(3) under the Exchange Act, as in effect on the date hereof, provided
that a person shall be deemed to be the beneficial owner of, and to have
beneficial ownership of, Company Shares that such Person or any Affiliate
of such Person has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrant, options or otherwise.
(iv) Exchange Act. "Exchange Act" shall mean the Securities Exchange
------------
Act of 1934, as amended.
-4-
(v) Person. A "Person" shall mean any individual, firm, corporation,
------
partnership, trust, limited liability company or other entity.
(vi) Significant Subsidiary. "Significant Subsidiary" shall have the
----------------------
meaning ascribed to it in Rule 1-02 of SEC Regulation S-X as in effect on
the date hereof.
(g) The Shareholder hereby represents and warrants to the Acquiror as
follows: The Shareholder has full power and authority to enter into this
Agreement; neither the execution or delivery of this Agreement nor the
consummation of the transactions contemplated herein will (i) conflict with or
result in a breach, default or violation of (A) any of the terms, provisions or
conditions of the certificate of incorporation or bylaws of any member of the
Shareholder Group or (B) any agreement, proxy, document, instrument, judgment,
decree, order, governmental permit, certificate, license, law, statute, rule or
regulation to which any member of the Shareholder Group is a party or to which
it is subject, (ii) result in the creation of any lien, charge or other
encumbrance on any Company Common Shares or (iii) require any member of the
Shareholder Group to obtain the consent of any private nongovernmental third
party; and no consent, action, approval or authorization of, or registration,
declaration or filing with, any governmental department, commission, agency or
other instrumentality or any other person or entity is required to authorize, or
is otherwise required in connection with, the execution and delivery of this
Agreement (with the exception of an amended Schedule 13D to be filed by the
Shareholder pursuant to the Exchange Act) or the Shareholder's performance of
the terms of this Agreement or the validity or enforceability of this Agreement.
(h) This Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective heirs, personal representatives, successors,
assigns and Affiliates, but shall not be assignable by either party hereto
without the prior written consent of the other party hereto.
(i) No party may waive any of the terms or conditions of this Agreement
except by a duly signed writing referring to the specific provision to be
waived.
(j) This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Texas, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law; provided, however, that
any matter involving the internal corporate affairs of any party hereto shall be
governed by the provisions of the Business Corporation Law of the Commonwealth
of Pennsylvania.
(k) This Agreement constitutes the entire agreement, and supersedes all
other and prior agreements and understandings, both written and oral, among the
parties hereto and their Affiliates.
-5-
(l) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same instrument.
-6-
IN WITNESS WHEREOF, the Shareholder has executed this Agreement and the
Acquiror has caused this Agreement to be duly executed by an officer, thereunto
duly authorized, all as of the day and year first above written.
HALLIBURTON COMPANY
By:/s/ Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President and General Counsel
SHAREHOLDER
/s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx
-7-
VOTING AGREEMENT
VOTING AGREEMENT ("Agreement") dated as of June 9, 1997, between
Halliburton Company, a Delaware corporation (the "Acquiror"), and Xxxxxxx X.
Xxxxxxx (the "Shareholder"), a holder of common shares, par value $0.01 per
share, of NUMAR Corporation, a Pennsylvania corporation (the "Company").
RECITALS:
The Shareholder beneficially owns an aggregate of 174,771 common shares
(together with any additional common shares as to which beneficial ownership is
acquired by any member of the Shareholder Group described below, the "Company
Shares"), par value $0.01 per share ("Company Common Shares"), of the Company.
The Acquiror is prepared to enter into an Agreement and Plan of Merger with
the Company (the "Plan") providing for the merger of a wholly owned subsidiary
of Acquiror with and into the Company and the conversion in such merger of each
Company Common Share into the number of shares of the Common Stock, par value
$2.50 per share, of the Acquiror set forth in the Plan (the "Merger").
To facilitate the Merger, the Shareholder is willing to enter into certain
arrangements with respect to the Company Shares.
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual promises set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Shareholder's Support of the Merger. From the date hereof until December
31, 1997, or, if earlier, termination of the Plan:
(a) Except as contemplated by the Plan or hereby, neither the
Shareholder nor any Person controlled by the Shareholder, other than the
Company and its subsidiaries (collectively, the "Shareholder Group"), will,
directly or indirectly, sell, transfer, pledge or otherwise dispose of, or
grant a proxy with respect to, any Company Shares to any Person other than
any member of the Shareholder Group or the Acquiror or its designee, or
grant an option with respect to any of the Company Shares or enter into any
other agreement or arrangement with respect to any of the Company Shares.
(b) The Shareholder agrees that the Shareholder will vote, and will
cause each member of the Shareholder Group to vote, all Company Shares
entitled to vote and beneficially owned by such Persons (i) in favor of the
Merger and (ii), subject to the provisions of paragraph (c) below, against
any combination proposal or other matter that may
(in the reasonable opinion of the Acquiror) interfere or be inconsistent
with the Merger (including without limitation a Competing Transaction).
(c) The Shareholder agrees that, if requested by the Acquiror in
writing in order to facilitate the Merger, the Shareholder will not, and
will cause each member of the Shareholder Group not to, attend or vote any
Company Shares beneficially owned by any such Person at any annual or
special meeting of shareholders or execute any written consent of
shareholders
(d) Neither the Shareholder nor any other member of the Shareholder
Group will initiate, solicit or encourage (including by way of furnishing
information or assistance), or take any other action to facilitate, any
inquiries or the making of any proposal that constitutes, or that may
reasonably be expected to lead to, any merger, consolidation, share
exchange, business combination or similar transaction involving the Company
or any of its Significant Subsidiaries, a sale, lease, exchange, transfer
or other disposition of 50% or more of the assets of the Company and its
subsidiaries, taken as a whole, in a single transaction or series of
transactions, the acquisition by a Person or Group of beneficial ownership
or the right to acquire beneficial ownership of 50% or more of the
outstanding Company Common Shares, whether by tender offer, exchange offer
or otherwise, or the acquisition in any manner, directly or indirectly, of
a material equity interest in any voting securities of, or a substantial
portion of the assets of, the Company or any of its Significant
Subsidiaries, other than the transactions contemplated by the Plan (a
"Competing Transaction"), or enter into discussions or negotiate with any
Person in furtherance of such inquiries or to obtain a Competing
Transaction, or agree to or endorse any Competing Transaction, or authorize
or permit any of the officers, directors or employees of the Shareholder or
any member of the Shareholder Group or any investment banker, financial
advisor, attorney, accountant or other representative retained by the
Shareholder or any other member of the Shareholder Group to take any such
action. The Shareholder shall promptly notify the Acquiror of all relevant
terms of any such inquiries or proposals received by such Shareholder or
any other member of the Shareholder Group or by any such officer, director,
employee, investment banker, financial advisor, attorney, accountant or
other representative relating to any of such matters and, if such inquiry
or proposal is in writing, such Shareholder shall deliver or cause to be
delivered to the Acquiror a copy of such inquiry or proposal.
(e) The Shareholder hereby consents to the Acquiror's announcement in
any press release, public filing, advertisement or other document, that the
Shareholder has entered into this Agreement.
(f) To the extent inconsistent with the provisions of this Section 1,
the Shareholder hereby revokes, and will cause each member of the
Shareholder Group to revoke, any and all proxies with respect to such
member's Company Common Shares or any other voting securities of the
Company.
-2-
2. Miscellaneous
(a) The Shareholder, on the one hand, and the Acquiror, on the other,
acknowledge and agree that irreparable damage would occur if any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof in any court of the United States or any state
thereof having jurisdiction, in addition to any other remedies to which they may
be entitled at law or equity.
(b) Descriptive headings are for convenience only and shall not control or
affect the meaning or construction of any provision of this Agreement.
(c) All notices, consents, requests, instructions, approvals and other
communications provided for herein shall be validly given, made or served, if in
writing and delivered personally, by telecopier (subject to receipt of
electronic confirmation) or sent by registered mail, postage prepaid:
If to the Acquiror:
Halliburton Company
0000 Xxxxxxx Xxxxx
000 X. Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Executive Vice President
and General Counsel
Telecopier No.: (000) 000-0000
with a copy to:
Xxxxxx & Xxxxxx L.L.P.
First City Tower
0000 Xxxxxx
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxxxx X. Xxxx III
Telecopier No.: (000) 000-0000
-3-
If to the Shareholder:
Xxxxxx X. Xxxxxx
c/o NUMAR Corporation
000 Xxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Telecopier No.: (000) 000-0000
or to such other address or telecopier number as any party may, from time to
time, designate in a written notice given in a like manner. Notice given by
telecopier shall be deemed delivered on the day the sender receives telecopier
confirmation that such notice was received at the telecopier number of the
addressee. Notice given by mail as set out above shall be deemed delivered
three days after the date the same is postmarked.
(d) From and after the termination of this Agreement, the covenants of the
parties set forth herein shall be of no further force or effect and the parties
shall be under no further obligation with respect thereto.
(e) For purposes of this Agreement, the following terms shall have the
following meanings:
(i) Affiliate. "Affiliate" shall have the meaning ascribed to it in
---------
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as
in effect on the date hereof.
(ii) Associate. "Associate" shall have the meaning ascribed to it in
---------
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as
in effect on the date hereof.
(iii) Beneficial Owner. A person shall be deemed a "beneficial owner"
----------------
of or to have "beneficial ownership" of Company Shares in accordance with
the interpretations of the term "beneficial ownership" as defined in Rule
13-d(3) under the Exchange Act, as in effect on the date hereof, provided
that a person shall be deemed to be the beneficial owner of, and to have
beneficial ownership of, Company Shares that such Person or any Affiliate
of such Person has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrant, options or otherwise.
(iv) Exchange Act. "Exchange Act" shall mean the Securities Exchange
------------
Act of 1934, as amended.
-4-
(v) Person. A "Person" shall mean any individual, firm, corporation,
------
partnership, trust, limited liability company or other entity.
(vi) Significant Subsidiary. "Significant Subsidiary" shall have the
----------------------
meaning ascribed to it in Rule 1-02 of SEC Regulation S-X as in effect on
the date hereof.
(g) The Shareholder hereby represents and warrants to the Acquiror as
follows: The Shareholder has full power and authority to enter into this
Agreement; neither the execution or delivery of this Agreement nor the
consummation of the transactions contemplated herein will (i) conflict with or
result in a breach, default or violation of (A) any of the terms, provisions or
conditions of the certificate of incorporation or bylaws of any member of the
Shareholder Group or (B) any agreement, proxy, document, instrument, judgment,
decree, order, governmental permit, certificate, license, law, statute, rule or
regulation to which any member of the Shareholder Group is a party or to which
it is subject, (ii) result in the creation of any lien, charge or other
encumbrance on any Company Common Shares or (iii) require any member of the
Shareholder Group to obtain the consent of any private nongovernmental third
party; and no consent, action, approval or authorization of, or registration,
declaration or filing with, any governmental department, commission, agency or
other instrumentality or any other person or entity is required to authorize, or
is otherwise required in connection with, the execution and delivery of this
Agreement (with the exception of an amended Schedule 13D to be filed by the
Shareholder pursuant to the Exchange Act) or the Shareholder's performance of
the terms of this Agreement or the validity or enforceability of this Agreement.
(h) This Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective heirs, personal representatives, successors,
assigns and Affiliates, but shall not be assignable by either party hereto
without the prior written consent of the other party hereto.
(i) No party may waive any of the terms or conditions of this Agreement
except by a duly signed writing referring to the specific provision to be
waived.
(j) This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Texas, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law; provided, however, that
any matter involving the internal corporate affairs of any party hereto shall be
governed by the provisions of the Business Corporation Law of the Commonwealth
of Pennsylvania.
(k) This Agreement constitutes the entire agreement, and supersedes all
other and prior agreements and understandings, both written and oral, among the
parties hereto and their Affiliates.
-5-
(l) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same instrument.
-6-
IN WITNESS WHEREOF, the Shareholder has executed this Agreement and the
Acquiror has caused this Agreement to be duly executed by an officer, thereunto
duly authorized, all as of the day and year first above written.
HALLIBURTON COMPANY
By:/s/ Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President and General Counsel
SHAREHOLDER
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
-6-
VOTING AGREEMENT
VOTING AGREEMENT ("Agreement") dated as of June 9, 1997, between
Halliburton Company, a Delaware corporation (the "Acquiror"), and Xxxxx X.
Xxxxxx (the "Shareholder"), a holder of common shares, par value $0.01 per
share, of NUMAR Corporation, a Pennsylvania corporation (the "Company").
RECITALS:
The Shareholder beneficially owns an aggregate of 13,434 common shares
(together with any additional common shares as to which beneficial ownership is
acquired by any member of the Shareholder Group described below, the "Company
Shares"), par value $0.01 per share ("Company Common Shares"), of the Company.
The Acquiror is prepared to enter into an Agreement and Plan of Merger with
the Company (the "Plan") providing for the merger of a wholly owned subsidiary
of Acquiror with and into the Company and the conversion in such merger of each
Company Common Share into the number of shares of the Common Stock, par value
$2.50 per share, of the Acquiror set forth in the Plan (the "Merger").
To facilitate the Merger, the Shareholder is willing to enter into certain
arrangements with respect to the Company Shares.
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual promises set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Shareholder's Support of the Merger. From the date hereof until December
31, 1997, or, if earlier, termination of the Plan:
(a) Except as contemplated by the Plan or hereby, neither the
Shareholder nor any Person controlled by the Shareholder, other than the
Company and its subsidiaries (collectively, the "Shareholder Group"), will,
directly or indirectly, sell, transfer, pledge or otherwise dispose of, or
grant a proxy with respect to, any Company Shares to any Person other than
any member of the Shareholder Group or the Acquiror or its designee, or
grant an option with respect to any of the Company Shares or enter into any
other agreement or arrangement with respect to any of the Company Shares.
(b) The Shareholder agrees that the Shareholder will vote, and will
cause each member of the Shareholder Group to vote, all Company Shares
entitled to vote and beneficially owned by such Persons (i) in favor of the
Merger and (ii), subject to the provisions of paragraph (c) below, against
any combination proposal or other matter that may
(in the reasonable opinion of the Acquiror) interfere or be inconsistent
with the Merger (including without limitation a Competing Transaction).
(c) The Shareholder agrees that, if requested by the Acquiror in
writing in order to facilitate the Merger, the Shareholder will not, and
will cause each member of the Shareholder Group not to, attend or vote any
Company Shares beneficially owned by any such Person at any annual or
special meeting of shareholders or execute any written consent of
shareholders
(d) Neither the Shareholder nor any other member of the Shareholder
Group will initiate, solicit or encourage (including by way of furnishing
information or assistance), or take any other action to facilitate, any
inquiries or the making of any proposal that constitutes, or that may
reasonably be expected to lead to, any merger, consolidation, share
exchange, business combination or similar transaction involving the Company
or any of its Significant Subsidiaries, a sale, lease, exchange, transfer
or other disposition of 50% or more of the assets of the Company and its
subsidiaries, taken as a whole, in a single transaction or series of
transactions, the acquisition by a Person or Group of beneficial ownership
or the right to acquire beneficial ownership of 50% or more of the
outstanding Company Common Shares, whether by tender offer, exchange offer
or otherwise, or the acquisition in any manner, directly or indirectly, of
a material equity interest in any voting securities of, or a substantial
portion of the assets of, the Company or any of its Significant
Subsidiaries, other than the transactions contemplated by the Plan (a
"Competing Transaction"), or enter into discussions or negotiate with any
Person in furtherance of such inquiries or to obtain a Competing
Transaction, or agree to or endorse any Competing Transaction, or authorize
or permit any of the officers, directors or employees of the Shareholder or
any member of the Shareholder Group or any investment banker, financial
advisor, attorney, accountant or other representative retained by the
Shareholder or any other member of the Shareholder Group to take any such
action. The Shareholder shall promptly notify the Acquiror of all relevant
terms of any such inquiries or proposals received by such Shareholder or
any other member of the Shareholder Group or by any such officer, director,
employee, investment banker, financial advisor, attorney, accountant or
other representative relating to any of such matters and, if such inquiry
or proposal is in writing, such Shareholder shall deliver or cause to be
delivered to the Acquiror a copy of such inquiry or proposal.
(e) The Shareholder hereby consents to the Acquiror's announcement in
any press release, public filing, advertisement or other document, that the
Shareholder has entered into this Agreement.
(f) To the extent inconsistent with the provisions of this Section 1,
the Shareholder hereby revokes, and will cause each member of the
Shareholder Group to revoke, any and all proxies with respect to such
member's Company Common Shares or any other voting securities of the
Company.
-2-
2. Miscellaneous
(a) The Shareholder, on the one hand, and the Acquiror, on the other,
acknowledge and agree that irreparable damage would occur if any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof in any court of the United States or any state
thereof having jurisdiction, in addition to any other remedies to which they may
be entitled at law or equity.
(b) Descriptive headings are for convenience only and shall not control or
affect the meaning or construction of any provision of this Agreement.
(c) All notices, consents, requests, instructions, approvals and other
communications provided for herein shall be validly given, made or served, if in
writing and delivered personally, by telecopier (subject to receipt of
electronic confirmation) or sent by registered mail, postage prepaid:
If to the Acquiror:
Halliburton Company
0000 Xxxxxxx Xxxxx
000 X. Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Executive Vice President
and General Counsel
Telecopier No.: (000) 000-0000
with a copy to:
Xxxxxx & Xxxxxx L.L.P.
First City Tower
0000 Xxxxxx
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxxxx X. Xxxx III
Telecopier No.: (000) 000-0000
-3-
If to the Shareholder:
Xxxxx X. Xxxxxx
c/o Renaissance Technologies
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
or to such other address or telecopier number as any party may, from time to
time, designate in a written notice given in a like manner. Notice given by
telecopier shall be deemed delivered on the day the sender receives telecopier
confirmation that such notice was received at the telecopier number of the
addressee. Notice given by mail as set out above shall be deemed delivered
three days after the date the same is postmarked.
(d) From and after the termination of this Agreement, the covenants of the
parties set forth herein shall be of no further force or effect and the parties
shall be under no further obligation with respect thereto.
(e) For purposes of this Agreement, the following terms shall have the
following meanings:
(i) Affiliate. "Affiliate" shall have the meaning ascribed to it in
----------
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as
in effect on the date hereof.
(ii) Associate. "Associate" shall have the meaning ascribed to it in
----------
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as
in effect on the date hereof.
(iii) Beneficial Owner. A person shall be deemed a "beneficial owner"
-----------------
of or to have "beneficial ownership" of Company Shares in accordance with
the interpretations of the term "beneficial ownership" as defined in Rule
13-d(3) under the Exchange Act, as in effect on the date hereof, provided
that a person shall be deemed to be the beneficial owner of, and to have
beneficial ownership of, Company Shares that such Person or any Affiliate
of such Person has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrant, options or otherwise.
(iv) Exchange Act. "Exchange Act" shall mean the Securities Exchange
-------------
Act of 1934, as amended.
(v) Person. A "Person" shall mean any individual, firm, corporation,
-------
partnership, trust, limited liability company or other entity.
-4-
(vi) Significant Subsidiary. "Significant Subsidiary" shall have the
----------------------
meaning ascribed to it in Rule 1-02 of SEC Regulation S-X as in effect on
the date hereof.
(g) The Shareholder hereby represents and warrants to the Acquiror as
follows: The Shareholder has full power and authority to enter into this
Agreement; neither the execution or delivery of this Agreement nor the
consummation of the transactions contemplated herein will (i) conflict with or
result in a breach, default or violation of (A) any of the terms, provisions or
conditions of the certificate of incorporation or bylaws of any member of the
Shareholder Group or (B) any agreement, proxy, document, instrument, judgment,
decree, order, governmental permit, certificate, license, law, statute, rule or
regulation to which any member of the Shareholder Group is a party or to which
it is subject, (ii) result in the creation of any lien, charge or other
encumbrance on any Company Common Shares or (iii) require any member of the
Shareholder Group to obtain the consent of any private nongovernmental third
party; and no consent, action, approval or authorization of, or registration,
declaration or filing with, any governmental department, commission, agency or
other instrumentality or any other person or entity is required to authorize, or
is otherwise required in connection with, the execution and delivery of this
Agreement (with the exception of an amended Schedule 13D to be filed by the
Shareholder pursuant to the Exchange Act) or the Shareholder's performance of
the terms of this Agreement or the validity or enforceability of this Agreement.
(h) This Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective heirs, personal representatives, successors,
assigns and Affiliates, but shall not be assignable by either party hereto
without the prior written consent of the other party hereto.
(i) No party may waive any of the terms or conditions of this Agreement
except by a duly signed writing referring to the specific provision to be
waived.
(j) This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Texas, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law; provided, however, that
any matter involving the internal corporate affairs of any party hereto shall be
governed by the provisions of the Business Corporation Law of the Commonwealth
of Pennsylvania.
(k) This Agreement constitutes the entire agreement, and supersedes all
other and prior agreements and understandings, both written and oral, among the
parties hereto and their Affiliates.
(l) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same instrument.
-5-
IN WITNESS WHEREOF, the Shareholder has executed this Agreement and the
Acquiror has caused this Agreement to be duly executed by an officer, thereunto
duly authorized, all as of the day and year first above written.
HALLIBURTON COMPANY
By:/s/ Xxxxxx X. Xxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President and General Counsel
SHAREHOLDER
/s/ Xxxxx X. Xxxxxx
--------------------------------
Xxxxx X. Xxxxxx
-6-
VOTING AGREEMENT
VOTING AGREEMENT ("Agreement") dated as of June 9, 1997, between
Halliburton Company, a Delaware corporation (the "Acquiror"), and Bermuda Trust
Company Limited, as Trustee of the Xxxx Xxx Trust (the "Shareholder"), a holder
of common shares, par value $0.01 per share, of NUMAR Corporation, a
Pennsylvania corporation (the "Company").
RECITALS:
The Shareholder beneficially owns an aggregate of 900,000 common shares
(together with any additional common shares as to which beneficial ownership is
acquired by any member of the Shareholder Group described below, the "Company
Shares"), par value $0.01 per share ("Company Common Shares"), of the Company.
The Acquiror is prepared to enter into an Agreement and Plan of Merger with
the Company (the "Plan") providing for the merger of a wholly owned subsidiary
of Acquiror with and into the Company and the conversion in such merger of each
Company Common Share into the number of shares of the Common Stock, par value
$2.50 per share, of the Acquiror set forth in the Plan (the "Merger").
To facilitate the Merger, the Shareholder is willing to enter into certain
arrangements with respect to the Company Shares.
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual promises set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Shareholder's Support of the Merger. From the date hereof until December
31, 1997, or, if earlier, termination of the Plan:
(a) Except as contemplated by the Plan or hereby, neither the
Shareholder nor any Person controlled by the Shareholder, other than the
Company and its subsidiaries (collectively, the "Shareholder Group"), will,
directly or indirectly, sell, transfer, pledge or otherwise dispose of, or
grant a proxy with respect to, any Company Shares to any Person other than
any member of the Shareholder Group or the Acquiror or its designee, or
grant an option with respect to any of the Company Shares or enter into any
other agreement or arrangement with respect to any of the Company Shares.
(b) The Shareholder agrees that the Shareholder will vote, and will
cause each member of the Shareholder Group to vote, all Company Shares
entitled to vote and beneficially owned by such Persons (i) in favor of the
Merger and (ii), subject to the provisions of paragraph (c) below, against
any combination proposal or other matter that may
(in the reasonable opinion of the Acquiror) interfere or be inconsistent
with the Merger (including without limitation a Competing Transaction).
(c) The Shareholder agrees that, if requested by the Acquiror in
writing in order to facilitate the Merger, the Shareholder will not, and
will cause each member of the Shareholder Group not to, attend or vote any
Company Shares beneficially owned by any such Person at any annual or
special meeting of shareholders or execute any written consent of
shareholders
(d) Neither the Shareholder nor any other member of the Shareholder
Group will initiate, solicit or encourage (including by way of furnishing
information or assistance), or take any other action to facilitate, any
inquiries or the making of any proposal that constitutes, or that may
reasonably be expected to lead to, any merger, consolidation, share
exchange, business combination or similar transaction involving the Company
or any of its Significant Subsidiaries, a sale, lease, exchange, transfer
or other disposition of 50% or more of the assets of the Company and its
subsidiaries, taken as a whole, in a single transaction or series of
transactions, the acquisition by a Person or Group of beneficial ownership
or the right to acquire beneficial ownership of 50% or more of the
outstanding Company Common Shares, whether by tender offer, exchange offer
or otherwise, or the acquisition in any manner, directly or indirectly, of
a material equity interest in any voting securities of, or a substantial
portion of the assets of, the Company or any of its Significant
Subsidiaries, other than the transactions contemplated by the Plan (a
"Competing Transaction"), or enter into discussions or negotiate with any
Person in furtherance of such inquiries or to obtain a Competing
Transaction, or agree to or endorse any Competing Transaction, or authorize
or permit any of the officers, directors or employees of the Shareholder or
any member of the Shareholder Group or any investment banker, financial
advisor, attorney, accountant or other representative retained by the
Shareholder or any other member of the Shareholder Group to take any such
action. The Shareholder shall promptly notify the Acquiror of all relevant
terms of any such inquiries or proposals received by such Shareholder or
any other member of the Shareholder Group or by any such officer, director,
employee, investment banker, financial advisor, attorney, accountant or
other representative relating to any of such matters and, if such inquiry
or proposal is in writing, such Shareholder shall deliver or cause to be
delivered to the Acquiror a copy of such inquiry or proposal.
(e) The Shareholder hereby consents to the Acquiror's announcement in
any press release, public filing, advertisement or other document, that the
Shareholder has entered into this Agreement.
(f) To the extent inconsistent with the provisions of this Section 1,
the Shareholder hereby revokes, and will cause each member of the
Shareholder Group to revoke, any and all proxies with respect to such
member's Company Common Shares or any other voting securities of the
Company.
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2. Miscellaneous
(a) The Shareholder, on the one hand, and the Acquiror, on the other,
acknowledge and agree that irreparable damage would occur if any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof in any court of the United States or any state
thereof having jurisdiction, in addition to any other remedies to which they may
be entitled at law or equity.
(b) Descriptive headings are for convenience only and shall not control or
affect the meaning or construction of any provision of this Agreement.
(c) All notices, consents, requests, instructions, approvals and other
communications provided for herein shall be validly given, made or served, if in
writing and delivered personally, by telecopier (subject to receipt of
electronic confirmation) or sent by registered mail, postage prepaid:
If to the Acquiror:
Halliburton Company
0000 Xxxxxxx Xxxxx
000 X. Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Executive Vice President
and General Counsel
Telecopier No.: (000) 000-0000
with a copy to:
Xxxxxx & Xxxxxx L.L.P.
First City Tower
0000 Xxxxxx
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxxxx X. Xxxx III
Telecopier No.: (000) 000-0000
-3-
If to the Shareholder:
Xxxxxxx & Co.
x/x Xxxx xx Xxxxxxx
Xxxxxxx Xxxxx
0 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx
Xxxxxxxxx: Xxxxx Xxxxxxx
Telecopier No.: (000) 000-0000
or to such other address or telecopier number as any party may, from time to
time, designate in a written notice given in a like manner. Notice given by
telecopier shall be deemed delivered on the day the sender receives telecopier
confirmation that such notice was received at the telecopier number of the
addressee. Notice given by mail as set out above shall be deemed delivered
three days after the date the same is postmarked.
(d) From and after the termination of this Agreement, the covenants of the
parties set forth herein shall be of no further force or effect and the parties
shall be under no further obligation with respect thereto.
(e) For purposes of this Agreement, the following terms shall have the
following meanings:
(i) Affiliate. "Affiliate" shall have the meaning ascribed to it in
---------
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as
in effect on the date hereof.
(ii) Associate. "Associate" shall have the meaning ascribed to it in
---------
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as
in effect on the date hereof.
(iii) Beneficial Owner. A person shall be deemed a "beneficial owner"
----------------
of or to have "beneficial ownership" of Company Shares in accordance with
the interpretations of the term "beneficial ownership" as defined in Rule
13-d(3) under the Exchange Act, as in effect on the date hereof, provided
that a person shall be deemed to be the beneficial owner of, and to have
beneficial ownership of, Company Shares that such Person or any Affiliate
of such Person has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrant, options or otherwise.
(iv) Exchange Act. "Exchange Act" shall mean the Securities Exchange
------------
Act of 1934, as amended.
-4-
(v) Person. A "Person" shall mean any individual, firm, corporation,
-------
partnership, trust, limited liability company or other entity.
(vi) Significant Subsidiary. "Significant Subsidiary" shall have the
-----------------------
meaning ascribed to it in Rule 1-02 of SEC Regulation S-X as in effect on
the date hereof.
(g) The Shareholder hereby represents and warrants to the Acquiror as
follows: The Shareholder has full power and authority to enter into this
Agreement; neither the execution or delivery of this Agreement nor the
consummation of the transactions contemplated herein will (i) conflict with or
result in a breach, default or violation of (A) any of the terms, provisions or
conditions of the certificate of incorporation or bylaws of any member of the
Shareholder Group or (B) any agreement, proxy, document, instrument, judgment,
decree, order, governmental permit, certificate, license, law, statute, rule or
regulation to which any member of the Shareholder Group is a party or to which
it is subject, (ii) result in the creation of any lien, charge or other
encumbrance on any Company Common Shares or (iii) require any member of the
Shareholder Group to obtain the consent of any private nongovernmental third
party; and no consent, action, approval or authorization of, or registration,
declaration or filing with, any governmental department, commission, agency or
other instrumentality or any other person or entity is required to authorize, or
is otherwise required in connection with, the execution and delivery of this
Agreement (with the exception of an amended Schedule 13D to be filed by the
Shareholder pursuant to the Exchange Act) or the Shareholder's performance of
the terms of this Agreement or the validity or enforceability of this Agreement.
(h) This Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective heirs, personal representatives, successors,
assigns and Affiliates, but shall not be assignable by either party hereto
without the prior written consent of the other party hereto.
(i) No party may waive any of the terms or conditions of this Agreement
except by a duly signed writing referring to the specific provision to be
waived.
(j) This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Texas, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law; provided, however, that
any matter involving the internal corporate affairs of any party hereto shall be
governed by the provisions of the Business Corporation Law of the Commonwealth
of Pennsylvania.
(k) This Agreement constitutes the entire agreement, and supersedes all
other and prior agreements and understandings, both written and oral, among the
parties hereto and their Affiliates.
-5-
(l) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same instrument.
-6-
IN WITNESS WHEREOF, the Shareholder and the Acquiror have each caused this
Agreement to be duly executed by an officer or other Person, thereunto duly
authorized, all as of the day and year first above written.
HALLIBURTON COMPANY
By:/s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President and General Counsel
BERMUDA TRUST COMPANY LIMITED,
as Trustee of the Xxxx Xxx Trust
By:/s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Trust Officer
-7-