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EXHIBIT 99.c(3)
SHAREHOLDER TENDER AGREEMENT
This Shareholder Tender Agreement (the "Agreement") is made and
entered into as of the 4th day of March, 1996 by and between X. X. Xxxxx Co.,
a Wisconsin corporation ("Xxxxx"), and Xxxxx X. Drill ("Drill"), a shareholder
of Varitronic Systems, Inc., a Minnesota corporation (the "Company").
WHEREAS, Xxxxx has entered into an Agreement and Plan of Merger with
Xxxxx USA, Inc., a Wisconsin corporation, VSI Acquisition Co., a Minnesota
corporation, and the Company, dated February 27, 1996 (the "Merger Agreement"),
pursuant to which Xxxxx will purchase all of the outstanding shares of the
Company for $17.50 a share in a tender offer and subsequent merger; and
WHEREAS, during February 1996 Xxxxx has raised the offer price for the
Company from $16.00 to $17.50 a share and desires the tender of Drill's shares
in the tender offer, and Drill is willing to tender his shares in the tender
offer at $17.50 per share;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein and the Merger Agreement and for
other consideration, the validity and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Shareholder Tender. Drill agrees to tender by March 15, 1996
to Xxxxx or an affiliate all shares of Common Stock, par value $.01, of the
Company which are outstanding and beneficially owned by Drill, pursuant to the
Offer (as defined in the Merger Agreement) in accordance with the terms and
conditions of the Merger Agreement and to not withdraw such shares.
2. Legality. The parties stipulate and agree that the provisions
contained herein are reasonable and are not known or believed to be in
violation of any federal or state law or regulation. In the event a court of
competent jurisdiction finds any provision contained herein to be illegal or
unenforceable, such court may modify such provision to make it valid and
enforceable. Such modification shall not affect the remainder of this
Agreement, which shall continue at all times to be valid and enforceable.
3. Entire Agreement. This Agreement contains the entire
understanding of the parties relative to the matters contained herein and
therein.
4. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota.
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5. Counterparts. This Agreement may be executed in two
counterparts, manually or in facsimile, each of which shall be deemed to be an
original, but both of which, taken together, shall constitute one and the same
instrument.
6. Amendments; Waiver. This Agreement may be amended by the
parties hereto and the terms and conditions hereof may be waived only by an
instrument in writing signed on behalf of each of the parties hereto, or, in
the case of a waiver, by an instrument signed on behalf of the party waiving
compliance.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/: Xxxxx X. Drill
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Xxxxx X. Drill
X. X. XXXXX CO.
By: /s/: Xxxxxx X. XxXxxx
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Its: Sr. Vice President and CFO
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