Exhibit (c)(3)
June 9, 1999
Meggitt PLC
Xxxxx Xxxxx
Xxxxxxxx
Xxxxxxxx Xxxxxx XX00 0XX
Xxxxxx Xxxxxxx
Dear Sirs:
In consideration of your entering into the Agreement and Plan of Merger
dated as of June 9, 1999 among Xxxxxxxxx Corporation, Merger Subsidiary and you
(the 'Merger Agreement'), I hereby agree that (i) I will tender, pursuant to the
terms of the Offer, all of the Shares held by me as of the commencement of the
Offer, (ii) during the term of this letter agreement I will not sell transfer or
otherwise dispose of any Shares held by me, except pursuant to the terms of the
Offer and (iii) I will not exercise any rights of appraisal under Delaware Law
for the Shares held by me. This letter agreement shall terminate in the event of
any termination of the Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Merger Agreement.
Yours truly,
XXXXXX X. XXXXXXXXX
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XXXXXX X. XXXXXXXXX
