Support Agreement
Exhibit 99.2
This Support Agreement (this “Agreement”) is dated as of March 26, 2008, by and among
Headliner Acquisition Corporation, a Florida corporation (“MergerCo”), Illinois Tool Works
Inc., a Delaware corporation (“Parent”, and together with MergerCo, the “Purchaser
Parties”), and the Persons executing this Agreement as “Shareholders” on the signature
page hereto (each a “Shareholder” and collectively the “Shareholders”).
RECITALS
WHEREAS, the Purchaser Parties and Quipp, Inc., a Florida corporation (the “Company”),
have entered into an Agreement and Plan of Merger, as it may be amended, supplemented, modified or
waived from time to time (the “Merger Agreement”), which provides, among other things, for
the merger of MergerCo with and into the Company, upon the terms and subject to the conditions set
forth therein (the “Merger”);
WHEREAS, each Shareholder is the record or Beneficial Owner of that number of Shares set forth
next to such Shareholder’s name on Schedule A hereto, and (except as otherwise set forth on
Schedule A hereto) has the sole right to vote and dispose of such Shares; and
WHEREAS, as an inducement to the Purchaser Parties entering into the Merger Agreement and
incurring the obligations therein, the Purchaser Parties have required that each Shareholder enter
into this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
I. CERTAIN DEFINITIONS
Section 1.1 Capitalized Terms. Capitalized terms used in this Agreement and not
defined herein have the meanings ascribed to such terms in the Merger Agreement.
Section 1.2 Other Definitions. For the purposes of this Agreement:
(a) “Beneficial Owner” or “Beneficial Ownership” with respect to any
securities means having “beneficial ownership” of such securities (as determined pursuant to
Rule 13d-3 under the Exchange Act).
(b) “Expiration Time” has the meaning set forth in Section 2.1.
(c) “Legal Actions” means any claims, actions, suits, demand letters, judicial,
administrative or regulatory proceedings, or hearings, notices of violation, or
investigations.
(d) “Owned Shares” has the meaning set forth in Section 2.1.
(e) “Permits” means all authorizations, licenses, consents, certificates,
registrations, approvals, orders and other permits of any Governmental Entity.
(f) “Shares” has the meaning ascribed thereto in the Merger Agreement, and will
also include for purposes of this Agreement all shares or other voting securities into which
Shares may be reclassified, sub-divided, consolidated or converted and any rights and
benefits arising therefrom, including any dividends or distributions of securities which may
be declared in respect of the Shares and entitled to vote in respect of the matters
contemplated by Article II.
(g) “Transfer” means, with respect to a security, the sale, grant, assignment,
transfer, pledge, encumbrance, hypothecation or other disposition of such security or the
Beneficial Ownership thereof (including by operation of Law), or the entry into any Contract
to effect any of the foregoing, including, for purposes of this Agreement, the transfer or
sharing of any voting power of such security or other rights in or of such security, the
granting of any proxy with respect to such security, depositing such security into a voting
trust or entering into a voting agreement with respect to such security.
II. AGREEMENT TO VOTE
Section 2.1 Agreement to Vote. Subject to the terms and conditions hereof, each
Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until
the earliest to occur of (i) the Effective Time; (ii) the termination of the Merger Agreement in
accordance with its terms; and (iii) the written agreement of the Purchaser Parties to terminate
this Agreement (such earliest occurrence being the “Expiration Time”), at any meeting
(whether annual or special, and at each adjourned or postponed meeting) of the Company’s
shareholders, however called, or in any other circumstances (including any action sought by written
consent) upon which a vote or other consent or approval is sought (any such meeting or other
circumstance, a “Shareholder Meeting”), each Shareholder will (y) appear, unless otherwise
expressly consented to in writing by the Purchaser Parties, in their sole and absolute discretion,
at such a meeting, or otherwise cause his or her Owned Shares to be counted as present thereat, for
purposes of calculating a quorum and respond to any request by the Company for written consent, if
any, and (z) vote, or cause to be voted (including by written consent, if applicable) all of the
Shares Beneficially Owned by such Shareholder as of the relevant time (collectively, the “Owned
Shares”):
(A) in favor of the approval of the Merger Agreement (whether or not recommended by the
Company Board or any committee thereof) and the approval of the transactions contemplated
thereby, including the Merger;
(B) in favor of the approval of any other matter to be approved by the shareholders of
the Company to facilitate the transactions contemplated by the Merger Agreement, including
the Merger;
(C) against any Takeover Proposal or any transaction contemplated by such Takeover
Proposal;
(D) against any proposal made in opposition to, or in competition or inconsistent with,
the Merger or the Merger Agreement, including the adoption thereof or the consummation
thereof;
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(E) against any extraordinary dividend, distribution or recapitalization by the Company
or change in the capital structure of the Company (other than pursuant to or as explicitly
permitted by the Merger Agreement); and
(F) against any action or agreement that would reasonably be expected to prevent or
delay the Merger or result in any condition to the consummation of the Merger set forth in
Article VI of the Merger Agreement not being fulfilled.
Section 2.2 Additional Shares. Each Shareholder hereby agrees, while this Agreement
is in effect, promptly to notify the Purchaser Parties of the number of any new Shares or Company
Stock Rights with respect to which Beneficial Ownership is acquired by such Shareholder, if any,
after the date hereof and before the Expiration Time. Any such Shares and Company Stock Rights
shall automatically become subject to the terms of this Agreement as Owned Shares as though owned
by such Shareholder as of the date hereof.
Section 2.3 Restrictions on Transfer, Etc. Except as expressly provided for herein,
or in the Merger Agreement, each Shareholder agrees, from the date hereof until the Expiration
Time, not to (i) directly or indirectly Transfer or offer to Transfer any Owned Shares or Company
Stock Rights; (ii) tender any Owned Shares or Company Stock Rights into any tender or exchange
offer or otherwise; or (iii) otherwise restrict the ability of such Shareholder freely to exercise
all voting rights with respect thereto. Any action attempted to be taken in violation of the
preceding sentence will be null and void. Each Shareholder acknowledges and agrees that the intent
of the foregoing sentences is to ensure that Parent retains the right under Section 2.4 to
vote the Owned Shares and Company Stock Rights in accordance with the terms of Section 2.4.
Notwithstanding the foregoing, each Shareholder may make transfers of Owned Shares for estate
planning or similar purposes so long as such Shareholder retains control over the voting and
disposition of such Owned Shares and agrees in writing prior to such transfer to continue to vote
such Owned Shares in accordance with this Agreement. Each Shareholder further agrees to authorize,
and hereby authorizes, the Purchaser Parties and the Company to notify the Company’s transfer agent
that there is a stop transfer order with respect to all of the Owned Shares and that this Agreement
places limits on the transfer of the Owned Shares.
Section 2.4 Proxy. Each Shareholder hereby revokes any and all previous proxies
granted with respect to its Owned Shares. By entering into this Agreement, each Shareholder hereby
grants a proxy appointing Parent, with full power of substitution, as such Shareholder’s
attorney-in-fact and proxy, for and in such Shareholder’s name, to be counted as present and to
vote (including by written consent, if applicable) or otherwise to act on behalf of the Shareholder
with respect to the Shareholder’s Owned Shares, solely with respect to the matters set forth in,
and in the manner contemplated by, Section 2.1 as such proxy or its substitutes shall, in
Parent’s sole and absolute discretion, deem proper with respect to such Owned Shares. The proxy
granted by each Shareholder pursuant to this Section 2.4 is, subject to the penultimate
sentence of this Section 2.4, irrevocable and is coupled with an interest, in accordance
with Section 607.0722(2)(b)(5) of the Florida Business Corporation Act and is granted in order to
secure such Shareholder’s performance under this Agreement and also in consideration of the
Purchaser Parties entering into this Agreement and the Merger Agreement. If any Shareholder fails
for any reason to be counted as present or to vote (including by written consent, if applicable)
such Shareholder’s Owned Shares in accordance with the requirements of Section 2.1 above
(or
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anticipatorily breaches such Section), then the Parent shall have the right to cause to be
present or vote such Shareholder’s Owned Shares in accordance with the provisions of Section
2.1. The proxy granted by each Shareholder shall be automatically revoked upon termination of
this Agreement in accordance with its terms. Each Shareholder agrees, from the date hereof until
the Expiration Time, not to attempt to revoke, frustrate the exercise of, or challenge the validity
of, the irrevocable proxy granted pursuant to this Section 2.4.
III. REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of Shareholders. Each Shareholder,
severally and not jointly, represents and warrants to the Purchaser Parties as of the date of this
Agreement and at all times during the term of this Agreement, as follows:
(a) Such Shareholder has the requisite capacity and authority to execute and deliver
this Agreement and to fulfill and perform such Shareholder’s obligations hereunder. This
Agreement has been duly and validly executed and delivered by such Shareholder and
constitutes a legal, valid and binding agreement of such Shareholder enforceable by the
Purchaser Parties against such Shareholder in accordance with its terms.
(b) The number of Shares constituting Owned Shares of such Shareholder as of the date
hereof, and the number of votes which the holder of such Shares shall be entitled to cast in
respect of any matter as to which holders of Shares are entitled to cast votes, are set
forth next to such Shareholder’s name on Schedule A of this Agreement. Such
Shareholder is the record and Beneficial Owner of, and has good, valid and marketable title,
free and clear of any Liens (other than those arising under this Agreement) to, the Owned
Shares, and, except as provided in this Agreement and subject to the provisions of the
Securities Act of 1933, as amended, has full and unrestricted power to dispose of and vote
all of such Shareholder’s Owned Shares without the consent or approval of, or any other
action on the part of, any other Person, and has not granted any proxy inconsistent with
this Agreement that is still effective or entered into any voting or similar agreement with
respect to, such Shareholder’s Owned Shares. The Owned Shares set forth next to such
Shareholder’s name on Schedule A hereto constitute all of the capital stock of the
Company that is Beneficially Owned by such Shareholder as of the date hereof, and, except
for such Shareholder’s Owned Shares, such Shareholder and such Shareholder’s Affiliates do
not Beneficially Own or have any right to acquire (whether currently, upon lapse of time,
following the satisfaction of any conditions, upon the occurrence of any event or any
combination of the foregoing) any Shares or any securities convertible into Shares
(including Company Stock Rights).
(c) Other than the filing by a Shareholder of any reports with the SEC required by
Sections 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this
Agreement by a Shareholder, the consummation by a Shareholder of the actions contemplated
hereby or compliance by a Shareholder with any of the provisions hereof (i) requires any
consent or other Permit of, or filing with or notification to, any Governmental Entity or
any other Person by such Shareholder, (ii) results in a violation
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or breach of, or constitutes (with or without notice or lapse of time or both) a
default (or gives rise to any third party right of termination, cancellation, modification
or acceleration) under any of the terms, conditions or provisions of any Contract to which
such Shareholder is a party or by which such Shareholder or any of such Shareholder’s
properties or assets (including such Shareholder’s Owned Shares) may be bound, (iii)
violates any Order or Law applicable to such Shareholder or any of such Shareholder’s
properties or assets (including such Shareholder’s Owned Shares), or (iv) results in a Lien
upon any of such Shareholder’s properties or assets (including such Shareholder’s Owned
Shares).
(d) Such Shareholder has reviewed the Merger Agreement and has had the opportunity to
ask questions and receive answers concerning (i) the terms and conditions of this Agreement
and (ii) the terms and conditions of the transactions contemplated by the Merger Agreement,
including the Merger, has had full access to such other information concerning this
Agreement, the Merger Agreement and the Merger as the Shareholder has requested, and has had
the opportunity to consult with the Shareholder’s legal and financial advisors regarding
this Agreement, the Merger Agreement and the Merger and the Shareholder’s obligations
hereunder.
IV. ADDITIONAL COVENANTS OF THE SHAREHOLDERS
Section 4.1 Waiver of Appraisal Rights. Each Shareholder hereby waives any rights of
appraisal (including, without limitation, under Section 607 of the Florida Business Corporation
Act) or rights of dissent from the Merger that such Shareholder may have.
Section 4.2 Disclosure. Each Shareholder, severally and not jointly, hereby
authorizes the Purchaser Parties and the Company to publish and disclose in any announcement or in
any disclosure required by the SEC or other Governmental Entity such Shareholder’s identity and
ownership of the Owned Shares and the nature of such Shareholder’s obligation under this Agreement.
Section 4.3 Non-Interference; Further Assurances. Each Shareholder agrees that, prior
to the termination of this Agreement, such Shareholder shall not take any action that would make
any representation or warranty of such Shareholder contained herein untrue or incorrect or have the
effect of preventing, impeding, interfering with or adversely affecting the performance by such
Shareholder of his or her obligations under this Agreement. Each Shareholder agrees, without
further consideration, to execute and deliver such additional documents and to take such further
actions as necessary or reasonably requested by the Purchaser Parties to confirm and assure the
rights and obligations set forth in this Agreement or to consummate the actions contemplated by
this Agreement.
Section 4.4 No Solicitation. Subject to Section 6.18:
(a) each Shareholder agrees that he or she shall not, directly or indirectly, (i)
initiate, solicit or encourage (including by way of providing information) or facilitate any
inquiries, proposals or offers with respect to, or the making, or the completion of, a
Takeover Proposal, (ii) participate or engage in any discussions or negotiations with, or
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furnish or disclose any non-public information relating to the Company or any of its
Subsidiaries to, or otherwise cooperate with or assist, any Person in connection with a
Takeover Proposal, (iii) approve, endorse or recommend any Takeover Proposal, (iv) enter
into any letter of intent, agreement in principle, merger agreement, acquisition agreement,
option agreement or other agreement or arrangement relating to a Takeover Proposal, or (v)
resolve, propose or agree to do any of the foregoing; and
(b) if, prior to the Expiration Time, a Shareholder receives a proposal with respect to
the sale of Shares in connection with an Takeover Proposal, then such Shareholder shall
notify the Purchaser Parties promptly (and in any event within one Business Day) upon
receipt of (i) any Takeover Proposal, (ii) any request for non-public information relating
to the Company or any of its Subsidiaries other than requests for information in the
ordinary course of business and unrelated to a Takeover Proposal, or (iii) any inquiry or
request for discussions or negotiations regarding any Takeover Proposal, including in each
case the identity of such Person and a copy of such Takeover Proposal, indication, inquiry
or request (or, where no such copy is available, a written description of the material terms
and conditions of such Takeover Proposal, indication, inquiry or request), including any
material modifications thereto.
For the avoidance of doubt, the fact that the Company Board (or any committee thereof) shall
determine that a Takeover Proposal is a Superior Proposal shall in no way affect or limit
the obligations of any of the Shareholders, in their capacity as such, under this Agreement,
including Section 2.1 and this Section 4.4.
V. TERMINATION
Section 5.1 Termination. This Agreement shall terminate without further action at the
Expiration Time.
Section 5.2 Effect of Termination. Upon termination of this Agreement, the rights and
obligations of all the parties will terminate and become void without further action by any party
except for the provisions of Section 5.1, this Section 5.2 and Article VI,
which will survive such termination. For the avoidance of doubt, the termination of this Agreement
shall not relieve any party of liability for any willful breach of this Agreement prior to the time
of termination.
VI. GENERAL
Section 6.1 Notices. Any notice, request, instruction or other communication under
this Agreement will be in writing and delivered by hand or overnight courier service or by
facsimile:
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If to the Purchaser Parties, to:
Illinois Tool Works Inc.
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: General Counsel
with copies (which will not constitute notice to Parent or MergerCo) to:
Xxxxxx Xxxxxx Xxxxxxxx LLP
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
If to a Shareholder, to:
Illinois Tool Works Inc.
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: General Counsel
with copies (which will not constitute notice to Parent or MergerCo) to:
Xxxxxx Xxxxxx Xxxxxxxx LLP
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
If to a Shareholder, to:
The respective address or facsimile number set forth on Schedule A attached hereto,
or to such other Persons, addresses or facsimile numbers as may be designated in writing by the
Person entitled to receive such communication as provided above. Each such communication will be
effective (a) if delivered by hand or overnight courier, when such delivery is made at the address
specified in this Section 6.1, or (b) if delivered by facsimile, when such facsimile is
transmitted to the facsimile number specified in this Section 6.1 and appropriate
confirmation is received.
Section 6.2 Parties in Interest. Other than with respect to the parties to this
Agreement, nothing in this Agreement, express or implied, is intended to or shall confer upon any
Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Section 6.3 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the Laws of the State of Florida, without giving effect to any applicable
principles of conflict of laws that would cause the Laws of another state otherwise to govern this
Agreement.
Section 6.4 Severability. The provisions of this Agreement are severable and the
invalidity or unenforceability of any provision will not affect the validity or enforceability of
the other provisions of this Agreement. If any provision of this Agreement, or the application of
that provision to any Person or any circumstance, is invalid or unenforceable, (i) a suitable and
equitable provision will be substituted for that provision in order to carry out, so far as may be
valid and enforceable, the intent and purpose of the invalid or unenforceable provision and (ii)
the remainder of this Agreement and the application of that provision to other Persons or
circumstances will not be affected by such invalidity or unenforceability, nor will such invalidity
or unenforceability affect the validity or enforceability of that provision, or the application of
that provision, in any other jurisdiction.
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Section 6.5 Assignment. Neither this Agreement nor any right, interest or obligation
hereunder may be assigned by any party hereto, in whole or part (whether by operation of Law or
otherwise), without the prior written consent of the other parties hereto and any attempt to do so
shall be null and void, except that each of the Purchaser Parties may assign its rights under this
Agreement to any Affiliate of such Purchaser Party to which such Purchaser Party assigns its rights
and obligations under the Merger Agreement in accordance with Section 8.11 of the Merger
Agreement.
Section 6.6 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of and be enforceable by the parties and their respective successors and
permitted assigns, including without limitation in the case of each Shareholder, any trustee,
executor, heir, legatee or personal representative succeeding to the ownership of (or power to
vote) such Shareholder’s Shares or other securities subject to this Agreement (including as a
result of the death, disability or incapacity of such Shareholder).
Section 6.7 Interpretation. The headings in this Agreement are for reference only and
do not affect the meaning or interpretation of this Agreement. Definitions apply equally to both
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
includes the corresponding masculine, feminine and neuter forms. All references in this Agreement
to Articles and Sections refer to Articles and Sections of this Agreement unless the context
requires otherwise. The words “include,” “includes” and “including” are
not limiting and will be deemed to be followed by the phrase “without limitation.” The
words “herein,” “hereof,” “hereunder” and words of similar import shall be
deemed to refer to this Agreement as a whole and not to any particular provision of this Agreement.
The word “or” shall be inclusive and not exclusive unless the context requires otherwise.
Unless the context requires otherwise, any agreements, documents, instruments or Laws defined or
referred to in this Agreement will be deemed to mean or refer to such agreements, documents,
instruments or Laws as from time to time amended, modified or supplemented, including (a) in the
case of agreements, documents or instruments, by waiver or consent and (b) in the case of Laws, by
succession of comparable successor statutes. References herein to federal, state, local or other
applicable Laws refer to the laws of the United States and all other applicable jurisdictions. All
references in this Agreement to any particular Law will be deemed to refer also to (i) any rules
and regulations promulgated under that Law and (ii) any comparable Law of any other jurisdiction
addressing the same subject matter and any rules and regulations promulgated under such comparable
Law. References to a Person also refer to its predecessors and successors and permitted assigns.
Section 6.8 Amendments. This Agreement may not be amended except by the express
written agreement signed by all of the parties to this Agreement.
Section 6.9 Extension; Waiver. At any time prior to the Effective Time, the Purchaser
Parties, on the one hand, and the Shareholders, on the other hand, may (i) extend the time for the
performance of any of the obligations of the other party, (ii) waive any inaccuracies in the
representations and warranties of the other party contained in this Agreement or in any document
delivered under this Agreement or (iii) waive compliance with any of the covenants or conditions
contained in this Agreement. Any agreement on the part of a party to any extension or waiver will
be valid only if set forth in an instrument in writing signed by such party. The failure of any
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party to assert any of its rights under this Agreement or otherwise will not constitute a
waiver of such rights.
Section 6.10 Fees and Expenses. Except as expressly provided in this Agreement or the
Merger Agreement, each party is responsible for its, his or her own fees and expenses (including
the fees and expenses of financial consultants, investment bankers, accountants and legal counsel)
in connection with the entry into of this Agreement and the consummation of the actions
contemplated hereby.
Section 6.11 Entire Agreement. This Agreement (together with the Merger Agreement)
constitutes the entire agreement, and supersedes all other prior agreements, understandings,
representations and warranties, both written and oral, among the parties to this Agreement with
respect to the subject matter of this Agreement.
Section 6.12 No Strict Construction. The parties to this Agreement have been
represented by counsel during the negotiation and execution of this Agreement and waive the
application of any Laws or rule of construction providing that ambiguities in any agreement or
other document will be construed against the party drafting such agreement or other document.
Section 6.13 Remedies Cumulative. Except as otherwise provided in this Agreement, any
and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and
not exclusive of, any other remedy contained in this Agreement, at law or in equity. The exercise
by a party to this Agreement of any one remedy will not preclude the exercise by it of any other
remedy.
Section 6.14 Counterparts; Effectiveness. This Agreement may be executed in two or
more identical counterparts, all of which shall be considered one and the same agreement. This
Agreement will become effective and binding upon each Shareholder when executed by such Shareholder
and the Purchaser Parties. In the event that any signature to this Agreement or any amendment
hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file,
such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof. No party hereto shall raise the use of a facsimile
machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or
any amendment hereto or the fact that such signature was transmitted or communicated through the
use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the
formation or enforceability of a contract and each party hereto forever waives any such defense.
Section 6.15 Specific Performance. The parties to this Agreement agree that
irreparable damage would occur in the event that 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 prior to the termination of this Agreement in accordance with Article V, the
parties to this Agreement will be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this Agreement in any court
of the United States or any state having jurisdiction, in each case without the necessity of
posting bond or other security or showing actual damages, this being in addition to any other
remedy to which they are entitled at law or in equity.
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Section 6.16 Submission to Jurisdiction. Each of the parties hereto irrevocably
agrees that any Legal Action or proceeding with respect to this Agreement and the rights and
obligations arising hereunder, or for recognition and enforcement of any judgment in respect of
this Agreement and the rights and obligations arising hereunder brought by the other party hereto
or its successors or assigns, shall be brought and determined exclusively in the state or federal
courts for the State of Delaware. Each of the parties hereto hereby irrevocably submits with
regard to any such action or proceeding for itself, himself or herself and in respect of its, his
or her property, generally and unconditionally, to the personal jurisdiction of the aforesaid
courts and agrees that it, he or she will not bring any action relating to this Agreement or any of
the actions contemplated by this Agreement in any court or tribunal other than the aforesaid
courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of
motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this
Agreement and the rights and obligations arising hereunder or for recognition and enforcement of
any judgment in respect of this Agreement and the rights and obligations arising hereunder, (a) any
claim that it, he or she is not personally subject to the jurisdiction of the above named courts
for any reason other than the failure to serve process in accordance with this Section
6.16, (b) any claim that it, he or she or its, his or her property is exempt or immune from
jurisdiction of any such court or from any legal process commenced in such courts (whether through
service of notice, attachment prior to judgment, attachment in aid of execution of judgment,
execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law,
any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient
forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or
the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto
agrees that delivery of process or other papers in connection with any such action or proceeding in
the manner provided in Section 6.1 or in such other manner as may be permitted by
applicable Laws, will be valid and sufficient service thereof.
Section 6.17 Waiver of Jury Trial. Each party acknowledges and agrees
that any controversy that may arise under this Agreement is likely to involve complicated and
difficult issues and, therefore, each such party irrevocably and unconditionally waives any right
it, he or she may have to a trial by jury in respect of any litigation, controversy or other Legal
Action directly or indirectly arising out of or relating to this Agreement or the actions
contemplated by this Agreement. Each party to this Agreement certifies and acknowledges that (a) no
Representative of any other party has represented, expressly or otherwise, that such other party
would not seek to enforce the foregoing waiver in the event of a Legal Action, (b) such party has
considered the implications of this waiver, (c) such party makes this waiver voluntarily and (d)
such party has been induced to enter into this Agreement by, among other things, the mutual waivers
and certifications in this Section 6.17.
Section 6.18 Action in Shareholder Capacity Only. The parties acknowledge that this
Agreement is entered into by each Shareholder in such Shareholder’s capacity as the Beneficial
Owner of such Shareholder’s Owned Shares and nothing in this Agreement restricts or limits any
action taken by such Shareholder solely in his or her capacity as a director or officer of the
Company (but not on his or her own behalf as a shareholder) and the taking of any actions (or
failure to act) solely in his or her capacity as an officer or director of the Company will not be
deemed to constitute a breach of this Agreement.
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Section 6.19 Shareholder Obligations Several and Not Joint. The obligations of each
Shareholder hereunder shall be several and not joint and no Shareholder shall be liable for any
breach of the terms of this Agreement by any other Shareholder.
Section 6.20 Additional Shareholders. Additional Shareholders shall become a party to
this Agreement upon their execution of this Agreement. Any such additional Shareholders who become
parties to this Agreement shall not affect the rights and obligations of any other party hereto.
[Remainder of Page Intentionally Left Blank.
Signature Pages Follow.]
Signature Pages Follow.]
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SIGNATURE PAGE TO SUPPORT AGREEMENT
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed as of the date
first above written.
| PURCHASER PARTIES: | ||||||
| ILLINOIS TOOL WORKS INC. | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx
|
|||||
| Name: | Xxxxxxx X. Xxxxxxx
|
|||||
| Title: | Attorney-in-fact
|
|||||
| HEADLINER ACQUISITION CORPORATION | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx
|
|||||
| Name: | Xxxxxxx X. Xxxxxxx
|
|||||
| Title: | Attorney-in-fact
|
|||||
| SHAREHOLDERS: | ||||||
| /s/ Xxxxxxx X. Xxxx | ||||||
| Xxxxxxx X. Xxxx | ||||||
| /s/ Xxxxxxxx X. Xxxxxx | ||||||
| Xxxxxxxx X. Xxxxxx | ||||||
| /s/ Xxxxxxx X. Xxxxxxxxxx | ||||||
| Xxxxxxx X. Xxxxxxxxxx | ||||||
| /s/ Xxxxxxxx X. Xxxxxx | ||||||
| Xxxxxxxx X. Xxxxxx | ||||||
SIGNATURE PAGE TO SUPPORT AGREEMENT
| JDL PARTNERS, LP | ||||||||
| By: | JDL CAPITAL, LLC, | |||||||
| its General Partner | ||||||||
| /s/ Xxxx X. Xxxx | ||||||||
| By: | Xxxx X. Xxxx, | |||||||
| its Managing Member | ||||||||
| /s/ Xxxxxx X. Xxxx | ||||||||
| Xxxxxx X. Xxxx | ||||||||
| /s/ Xxxxxx X. Xxxxxxxxxx | ||||||||
| Xxxxxx X. Xxxxxxxxxx | ||||||||
SCHEDULE A
BENEFICIAL OWNERSHIP OF SHARES
| Name of Shareholder: | Number of Shares: | |
Xxxxxxx X. Xxxx |
13,159.642 | |
0000 Xxxxxxxxx Xxxxx Xxxxxx, XX 00000 Facsimile: (000) 000-0000 |
||
Xxxxxxxx X. Xxxxxx |
16,174 | |
00 Xxxxxxxxxx Xxxx X.X. Xxx 000 Xxxxxx, XX 00000 Facsimile: (000) 000-0000 |
||
Xxxxxxx X. Xxxxxxxxxx |
— | |
Avocent Xxx Xxxxxxxxxx Xxx Xxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 |
||
Xxxxxxxx X. Xxxxxx |
— | |
X.X. Xxx 0000 Xxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 |
||
JDL Partners, LP |
142,000 | |
00 Xxxxxxxxx Xxxxxxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxx X. Xxxx Facsimile: (000) 000-0000 |
||
Xxxxxx X. Xxxx |
100 | |
00 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 |
||
Xxxxxx X. Xxxxxxxxxx |
— | |
0000 Xxx Xxxxx Xxxxx Xxxxxxx, XX 00000 Cell Phone: (000) 000-0000 |
