VOTING AND NOTEHOLDER AGREEMENTVoting and Noteholder Agreement • December 5th, 2005 • Visual Networks Inc • Services-prepackaged software • Delaware
This VOTING AND NOTEHOLDER AGREEMENT (this “Agreement”), dated as of December 1, 2005, is by and among Fluke Electronics Corporation, a Delaware corporation (the “Buyer”), HEA Corporation, a Delaware corporation and a wholly-owned subsidiary of the Buyer (the “Transitory Sub”), and each entity listed in Exhibit I hereto (each, a “Noteholder” and together, the “Noteholders”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG FLUKE ELECTRONICS CORPORATION, HEA CORPORATION AND VISUAL NETWORKS, INC. DATED AS OF DECEMBER 1, 2005Merger Agreement • December 5th, 2005 • Visual Networks Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 1, 2005, is by and among Fluke Electronics Corporation, a Delaware corporation (the “Buyer”), HEA Corporation, a Delaware corporation and a wholly-owned subsidiary of the Buyer (the “Transitory Subsidiary”), and Visual Networks, Inc., a Delaware corporation (the “Company”).
