September 14, 1999
Motorola, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention:
Ladies and Gentlemen:
The undersigned understands that Motorola, Inc. ("Parent"), Lucerne
Acquisition Corp. ("Merger Sub") and General Instrument Corporation (the
"Company") are entering into an Agreement and Plan of Merger, dated as of
September 14, 1999 (the "Merger Agreement"), providing for, among other
things, a merger of Merger Sub with and into the Company (the "Merger"), in
which all of the outstanding shares of common stock, par value $.01 per
share, of the Company (the "Company Common Stock") will be exchanged for
shares of common stock, par value $3.00 per share, of Parent. Terms that
are defined in the Merger Agreement but that are not defined in this letter
agreement will have the meaning ascribed in the Merger Agreement.
The undersigned is a stockholder and warrantholder of the Company and
is entering into this letter agreement to induce you to enter into the
Merger Agreement and to consummate the transactions contemplated thereby.
The undersigned confirms its agreement with you as follows:
1. The undersigned represents, warrants and agrees that Schedule I
annexed hereto sets forth (a) the number of shares of Company Common Stock
(the "Shares") of which the undersigned is the record or beneficial owner
and (b) the number of warrants (the "Warrants") which are exercisable for
the number of shares of Company Common Stock set forth therein, of which
the undersigned is the record or beneficial owner. The undersigned
represents, warrants and agrees that, as of the date hereof, the
undersigned owns such Shares and Warrants, free and clear of all liens,
charges, encumbrances, voting agreements and commitments of every kind;
provided, however, that the parties acknowledge that Warrants to purchase
4,928,000 shares of Company Common Stock are currently vested and
exercisable and that the remainder of the undersigned's Warrants are not
vested and are subject to contingencies outside the control of the
undersigned.
2. The undersigned agrees that it will not, and will not agree to,
sell or otherwise transfer or dispose of any of the Shares, or any interest
therein, or Warrants, or any Shares obtained upon the exercise of Warrants,
or any other securities convertible into or exchangeable for Company Common
Stock or any voting rights with respect thereto, other than: (a) pursuant
to the Merger or (b) with your prior written consent or (c) not later than
30 days prior to the Merger, and in such case only if at the time of such
sale, transfer or other disposition a valid and irrevocable proxy coupled
with an interest (in form reasonably satisfactory to Parent) is delivered
to Parent requiring and allowing Parent to vote the Shares in favor of the
Merger, the Merger Agreement and the other transactions contemplated by the
Merger Agreement (provided that such proxy shall be terminable upon a
termination of this letter agreement pursuant to paragraph 7 hereof).
Notwithstanding the foregoing, the undersigned may pledge or grant a
security interest in, or may acquire or dispose of derivative securities
(as defined in Rule 16a-1 under the Exchange Act) relating to, shares of
Company Common Stock, provided that (i) any transferee of shares of Company
Common Stock or voting rights in such transaction agrees to be bound by
this agreement and (ii) such transaction does not disqualify the Merger
from being treated as a "pooling-of-interests" for accounting purposes.
3. The undersigned agrees that all of the Shares (including any
Shares issued upon exercise of any Warrants exercised prior to the record
date referred to below) that are beneficially owned by the undersigned at
the record date for any meeting of stockholders of the Company called to
consider and vote to approve the Merger Agreement, the Merger and other
transactions contemplated by the Merger Agreement will be voted by the
undersigned in favor thereof, provided that the foregoing shall not require
the undersigned to exercise any Warrants.
4. The undersigned agrees to use commercially reasonable efforts to
cooperate fully with you in connection with the Merger Agreement and the
transactions contemplated thereby, including, without limitation, by
executing an affiliate letter provided for in Section 6.9 of the Merger
Agreement within the applicable time periods specified in Section 6.9 of
the Merger Agreement. The undersigned agrees that it will not initiate or
solicit any discussions, inquiries or proposals with any third party that
constitute or may reasonably be expected to lead to an Acquisition Proposal
or an Acquisition Agreement. Notwithstanding any provision of this
agreement to the contrary, the undersigned may vote Shares which it
beneficially owns in favor of an Acquisition Proposal or any Acquisition
Agreement, so long as the undersigned is in compliance with its obligations
under this agreement including the obligations of this paragraph 4. The
parties acknowledge and agree that nothing herein contained shall restrict,
limit or prohibit any officer of director of the undersigned or its
affiliates who is also a director of the Company or any other person who
may subsequently make an Acquisition Proposal from exercising (in his or
her capacity as a director of the Company or any such person) his or her
fiduciary duties as such a director.
5. Subject to the restrictions of any affiliate letter referred to in
paragraph 4 above, at any time after the expiration of 120 days after the
Effective Time (as defined in the Merger Agreement), Parent will, if
requested by Holders with respect to at least $250 million in market value
(calculated as of the date of the request) of shares of Parent Common Stock
that were issued in the Merger in exchange for Shares of Company Common
Stock beneficially owned by the undersigned or upon exercise of Warrants,
as expeditiously as practicable, file a registration statement on an
appropriate form under the Securities Act to permit the sale or other
disposition of such shares of Parent Common Stock ("Registrable Parent
Shares") in accordance with the intended method of disposition requested by
the undersigned (which shall be an underwritten public offering or block
trade and shall not be a shelf or continuous or delayed offering). Each
Holder will provide all information reasonably requested by Parent for
inclusion in any registration statement to be filed pursuant to this
agreement. Parent shall use its reasonable best efforts to cause such
registration statement first to become effective and then to remain
effective for such period of time (not to exceed 90 days from the day such
registration statement first becomes effective, subject to extension to the
extent of any suspension in the obligation to keep effective provided
below) as may be reasonably necessary to effect such sales or other
dispositions. The registration effected under this agreement shall be at
Parent's expense except for underwriting or broker's discounts or
commissions and the fees and disbursements of such Xxxxxx's counsel
attributable to the sale of Registrable Parent Shares. In no event shall
Parent be required to effect more than two registrations hereunder (plus
one registration in respect of Parent Common Stock issuable under Warrants
exercised after the second anniversary of the Merger (the "extra right")),
and Parent shall only be required to effect one registration in any 12-
month period. The filing of and obligation to keep effective any
registration statement required hereunder may be delayed for such period of
time or suspended (not to exceed an aggregate of 90 days in any 12-month
period) as may reasonably be required to (a) facilitate any public
distribution by Parent of Parent Common Stock or (b) if a special audit of
Parent would otherwise be required in connection therewith or (c) if Parent
in good faith determines that it would be advisable to disclose in such
registration certain information which it is not in the best interests of
Parent to disclose at such time. If requested by the undersigned in
connection with such registration, Parent shall become a party to any
underwriting agreement relating to the sale of such shares on terms,
including obligations and indemnities, which are customary for parties
similarly situated and will provide such assistance to Holders in their
selling efforts as is reasonable under the circumstances including the size
of the offering in question. The undersigned shall coordinate among and on
behalf of all Holders in the exercise of the foregoing rights so that
Parent may deal solely with the undersigned in the administration thereof.
For purposes of the foregoing, a "Holder" shall mean the undersigned or its
affiliate and up to two (i) pledgees of the undersigned or its affiliate so
identified to Parent at the time of pledge or (ii) counterparties of the
undersigned or its affiliate in any transaction in which the value of the
security in question relates to or is based upon the value of Parent Common
Stock, which counterparty is identified to Parent at the time of entering
into such transaction.
The foregoing registration rights (1) shall be in lieu of any
registration rights the undersigned may have with respect to Shares,
Warrants or Company Common Stock, all of which shall terminate upon the
Merger, and (2) shall expire upon the second anniversary of the Merger
(and, in the case of the extra right, the fourth anniversary of the
Merger).
6. The undersigned represents and warrants that the undersigned has
all necessary power and authority to enter into this letter agreement; and
that this agreement is the legal, valid and binding agreement of the
undersigned, and is enforceable against the undersigned in accordance with
its terms.
7. This letter agreement may be terminated at the option of either
party at any time after the earliest of (a) termination of the Merger
Agreement in accordance with its terms, (b) the day following the Effective
Time (provided that any termination pursuant to this clause (b) shall not
terminate paragraph 5 hereof), (c) immediately following the first meeting
of the Company's stockholders at which the approval of the Merger and the
Merger Agreement are submitted to the Company's stockholders for their
approval and such matters are not approved, after a vote thereon, by the
requisite percentage of the stockholders of the Company, (d) immediately
following the first meeting of Parent's stockholders at which any matters
relating to the Merger or the shares of Parent Common Stock issuable in
connection therewith are submitted to Parent's stockholders for their
approval and such matters are not approved, after a vote thereon, by the
requisite percentage of the stockholders of Parent and (e) the
effectiveness of any amendment, modification or supplement to, or waiver
under, the Merger Agreement which amendment, modification, supplement or
waiver would have an adverse effect upon the undersigned's rights upon or
the consideration payable in the Merger, unless consented to in writing by
the undersigned.
8. By execution hereof, Parent and the Company hereby agree not to
waive the conditions to the consummation of the Merger set forth in
Sections 7.2 (c) and 7.3(c) of the Merger Agreement, respectively, relating
to the delivery of tax opinions with respect to the Merger.
9. This agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.
Please confirm that the foregoing correctly states the understanding
between us and you by signing and returning to us a counterpart hereof.
Very truly yours,
LIBERTY MEDIA CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and
General Counsel
Confirmed as of the date
first above written:
MOTOROLA, INC.
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Executive Vice President and
President, Americas Region
GENERAL INSTRUMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chairman of the Board and
Chief Executive Officer
SCHEDULE I
Number of Shares Owned
31,356,000 shares.
Number of Warrants Owned and Shares Issuable Upon Exercise of Such Warrants
21,356,000 Warrants exercisable for 21,356,000 shares of Company Common
Stock.
_____________________
(Footnote Continued)
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(Footnote continued)
