Execution Copy TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this "Agreement") is made and entered into as of February 16, 2010, by and among L. B. Foster Company, a Pennsylvania corporation ("Parent"), Foster Thomas Company, a West...Tender and Voting Agreement • February 17th, 2010 • Portec Rail Products Inc • Railroad equipment • Pennsylvania
Contract Type FiledFebruary 17th, 2010 Company Industry Jurisdiction
ARTICLE 1 AGREEMENT TO TENDERTender and Voting Agreement • July 11th, 2007 • Komag Inc /De/ • Magnetic & optical recording media • Delaware
Contract Type FiledJuly 11th, 2007 Company Industry Jurisdiction
ARTICLE 1 AGREEMENT TO TENDERTender and Voting Agreement • June 29th, 2007 • Western Digital Corp • Computer storage devices • Delaware
Contract Type FiledJune 29th, 2007 Company Industry Jurisdiction
EXHIBIT 2 to Schedule 13D TENDER AND VOTING AGREEMENT THIS TENDER AND VOTING AGREEMENT (this "Agreement") dated May 29, 2007, is entered into between Genzyme Corporation, a Massachusetts corporation ("Parent"), Wichita Bio Corporation, a Delaware...Tender and Voting Agreement • May 30th, 2007 • Perseus Soros Biopharmaceutical Fund Lp • Pharmaceutical preparations • Delaware
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WITNESSETH:Tender and Voting Agreement • December 23rd, 2004 • Affiliated Computer Services Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledDecember 23rd, 2004 Company Industry Jurisdiction
Exhibit 99.1Tender and Voting Agreement • February 6th, 2004 • Green Valley Acquisition Co LLC • Retail-convenience stores • Delaware
Contract Type FiledFebruary 6th, 2004 Company Industry Jurisdiction
Execution Copy TENDER AND VOTING AGREEMENT TENDER AND VOTING AGREEMENT, dated as of December 10, 2003 (the "Agreement"), among Manpower Inc., a Wisconsin corporation ("Manpower") and the persons listed on Schedule I hereto (each a "Shareholder" and,...Tender and Voting Agreement • December 12th, 2003 • Right Management Consultants Inc • Services-management consulting services • Pennsylvania
Contract Type FiledDecember 12th, 2003 Company Industry Jurisdiction
RECITALSTender and Voting Agreement • October 14th, 2003 • Firepond Inc • Services-computer programming services • Delaware
Contract Type FiledOctober 14th, 2003 Company Industry Jurisdiction
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE MAJOR STOCKHOLDERTender and Voting Agreement • October 14th, 2003 • Firepond Inc • Services-computer programming services • Delaware
Contract Type FiledOctober 14th, 2003 Company Industry Jurisdiction
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE MAJOR STOCKHOLDERTender and Voting Agreement • October 14th, 2003 • Firepond Inc • Services-computer programming services • Delaware
Contract Type FiledOctober 14th, 2003 Company Industry Jurisdiction
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE MAJOR STOCKHOLDERTender and Voting Agreement • October 14th, 2003 • Firepond Inc • Services-computer programming services • Delaware
Contract Type FiledOctober 14th, 2003 Company Industry Jurisdiction
TENDER AND VOTING AGREEMENT TENDER AND VOTING AGREEMENT dated as of November 5, 2002 (this "Agreement"), among Enghouse Systems Limited, an Ontario corporation ("Parent"), Syntellect Inc., a Delaware corporation (the "Company"), and the persons listed...Tender and Voting Agreement • November 13th, 2002 • Syntellect Inc • Telephone & telegraph apparatus • Delaware
Contract Type FiledNovember 13th, 2002 Company Industry Jurisdiction
EXHIBIT 99.3 TENDER AND VOTING AGREEMENT TENDER AND VOTING AGREEMENT dated as of November 5, 2002 (this "Agreement"), among Enghouse Systems Limited, an Ontario corporation ("Parent"), Syntellect Inc., a Delaware corporation (the "Company"), and the...Tender and Voting Agreement • November 13th, 2002 • Wynnefield Partners Small Cap Value Lp • Telephone & telegraph apparatus • Delaware
Contract Type FiledNovember 13th, 2002 Company Industry Jurisdiction
ARTICLE ITender and Voting Agreement • September 12th, 2002 • Symbol Technologies Inc • Computer peripheral equipment, nec • Delaware
Contract Type FiledSeptember 12th, 2002 Company Industry Jurisdiction
ARTICLE ITender and Voting Agreement • August 19th, 2002 • Symbol Technologies Inc • Computer peripheral equipment, nec • Delaware
Contract Type FiledAugust 19th, 2002 Company Industry Jurisdiction
Exhibit 99(d)(3) TENDER AND VOTING AGREEMENT TENDER AND VOTING AGREEMENT (this "AGREEMENT"), dated as of August 12, 2002, by and among NRT Incorporated, a Delaware corporation ("PARENT"), Timber Acquisition Corporation, a Massachusetts corporation and...Tender and Voting Agreement • August 14th, 2002 • Cendant Corp • Services-personal services • Delaware
Contract Type FiledAugust 14th, 2002 Company Industry Jurisdiction
Exhibit 99(d)(2) TENDER AND VOTING AGREEMENT TENDER AND VOTING AGREEMENT (this "AGREEMENT"), dated as of August 12, 2002, by and among NRT Incorporated, a Delaware corporation ("PARENT"), Timber Acquisition Corporation, a Massachusetts corporation and...Tender and Voting Agreement • August 14th, 2002 • Cendant Corp • Services-personal services • Delaware
Contract Type FiledAugust 14th, 2002 Company Industry Jurisdiction
ARTICLE ITender and Voting Agreement • August 13th, 2002 • Symbol Technologies Inc • Computer peripheral equipment, nec • Delaware
Contract Type FiledAugust 13th, 2002 Company Industry Jurisdiction
RECITALS:Tender and Voting Agreement • April 6th, 2001 • DTM Corp /Tx/ • Special industry machinery, nec • Delaware
Contract Type FiledApril 6th, 2001 Company Industry Jurisdiction
1 EXHIBIT 10.9 TENDER AND VOTING AGREEMENT TENDER AND VOTING AGREEMENT (this "AGREEMENT"), dated as of January 18, 2001, by and between Ocean Energy, Inc., a Texas corporation ("PARENT"), OEI Acquisition Corp. (the "PURCHASER"), a Nevada corporation...Tender and Voting Agreement • February 16th, 2001 • Encap Investments LLC • Crude petroleum & natural gas • Texas
Contract Type FiledFebruary 16th, 2001 Company Industry Jurisdiction
by and amongTender and Voting Agreement • February 7th, 2001 • American Greetings Corp • Greeting cards • Delaware
Contract Type FiledFebruary 7th, 2001 Company Industry Jurisdiction
EXHIBIT 2.4 TENDER AND VOTING AGREEMENT TENDER AND VOTING AGREEMENT (this "AGREEMENT"), dated as of January 18, 2001, by and between Ocean Energy, Inc., a Texas corporation ("PARENT"), OEI Acquisition Corp. (the "PURCHASER"), a Nevada corporation and...Tender and Voting Agreement • January 26th, 2001 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
Contract Type FiledJanuary 26th, 2001 Company Industry Jurisdiction
1 EXHIBIT (d)(2) TENDER AND VOTING AGREEMENT TENDER AND VOTING AGREEMENT (this "AGREEMENT"), dated as of January 18, 2001, by and between Ocean Energy, Inc., a Texas corporation ("PARENT"), OEI Acquisition Corp. (the "PURCHASER"), a Nevada corporation...Tender and Voting Agreement • January 24th, 2001 • Ocean Energy Inc /Tx/ • Crude petroleum & natural gas • Texas
Contract Type FiledJanuary 24th, 2001 Company Industry Jurisdiction
RECITALS:Tender and Voting Agreement • December 18th, 2000 • Bodycote Investments Vi Inc • Miscellaneous primary metal products • Delaware
Contract Type FiledDecember 18th, 2000 Company Industry Jurisdiction
EXHIBIT ATender and Voting Agreement • December 4th, 2000 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • Delaware
Contract Type FiledDecember 4th, 2000 Company Industry Jurisdiction
ARTICLE I.Tender and Voting Agreement • October 23rd, 2000 • Convergent Holding Corp • Services-business services, nec • Delaware
Contract Type FiledOctober 23rd, 2000 Company Industry Jurisdiction
TENDER AND VOTING AGREEMENT, dated as of August 30, 2000 (the "Agreement"), --------- by and among Electronics For Imaging, Inc., a Delaware corporation ("Parent"), ------ Vancouver Acquisition Corp., a Delaware corporation and a wholly owned...Tender and Voting Agreement • September 14th, 2000 • Electronics for Imaging Inc • Computer communications equipment • California
Contract Type FiledSeptember 14th, 2000 Company Industry Jurisdiction
W I T N E S S E T H :Tender and Voting Agreement • August 14th, 2000 • Piercing Pagoda Inc • Retail-jewelry stores • Delaware
Contract Type FiledAugust 14th, 2000 Company Industry Jurisdiction
July 13, 2000 Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan...Tender and Voting Agreement • July 20th, 2000 • Serengeti Eyewear Inc • Ophthalmic goods
Contract Type FiledJuly 20th, 2000 Company IndustrySerengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 13, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees (a) to tender all of the Shares owned by the undersigned to Acquisition Sub pursuant to the Offer, (b) to vote the Shares owned by the undersigned in favor of the Offer, the Merger, the Merger Agreement and each of the transactions contemplated thereby at any meeting (whether special or annual, and w
Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan 48076 Attention:...Tender and Voting Agreement • July 20th, 2000 • Serengeti Eyewear Inc • Ophthalmic goods
Contract Type FiledJuly 20th, 2000 Company IndustrySerengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 13, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees (a) to tender all of the Shares owned by the undersigned to Acquisition Sub pursuant to the Offer, (b) to vote the Shares owned by the undersigned in favor of the Offer, the Merger, the Merger Agreement and each of the transactions contemplated thereby at any meeting (whether special or annual, and w
July 13, 2000 Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan...Tender and Voting Agreement • July 20th, 2000 • Serengeti Eyewear Inc • Ophthalmic goods
Contract Type FiledJuly 20th, 2000 Company IndustrySerengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation, and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 14, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees not to exercise any options, warrants or other rights to acquire any Shares prior to the Effective Time. Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Merger Agreement.
Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan 48076 Attention:...Tender and Voting Agreement • July 20th, 2000 • Serengeti Eyewear Inc • Ophthalmic goods
Contract Type FiledJuly 20th, 2000 Company IndustrySerengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 13, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees (a) to tender all of the Shares owned by the undersigned to Acquisition Sub pursuant to the Offer, (b) to vote the Shares owned by the undersigned in favor of the Offer, the Merger, the Merger Agreement and each of the transactions contemplated thereby at any meeting (whether special or annual, and w
July 13, 2000 Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan...Tender and Voting Agreement • July 20th, 2000 • Serengeti Eyewear Inc • Ophthalmic goods
Contract Type FiledJuly 20th, 2000 Company IndustrySerengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation, and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 14, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees not to exercise any options, warrants or other rights to acquire any Shares prior to the Effective Time. Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Merger Agreement.
July 13, 2000 Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan...Tender and Voting Agreement • July 20th, 2000 • Sunshine Acquisition Inc • Ophthalmic goods
Contract Type FiledJuly 20th, 2000 Company IndustrySerengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 14, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees not to exercise any options, warrants or other rights to acquire any Shares prior to the Effective Time. Capitalized terms used, but not otherwise defined, herein shall have the meaning ascribed to them in the Merger Agreement.
Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan 48076 Attention:...Tender and Voting Agreement • July 20th, 2000 • Serengeti Eyewear Inc • Ophthalmic goods
Contract Type FiledJuly 20th, 2000 Company IndustrySerengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 13, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees (a) to tender all of the Shares owned by the undersigned to Acquisition Sub pursuant to the Offer, (b) to vote the Shares owned by the undersigned in favor of the Offer, the Merger, the Merger Agreement and each of the transactions contemplated thereby at any meeting (whether special or annual, and w