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 12th, 2005 • Danaher Corp /De/ • Industrial instruments for measurement, display, and control • 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”).
VOTING AND STOCKHOLDER OPTION AGREEMENTVoting and Stockholder Option Agreement • December 12th, 2005 • Danaher Corp /De/ • Industrial instruments for measurement, display, and control • Delaware
This VOTING AND STOCKHOLDER OPTION 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 Wayne R. Fuller (the “Stockholder”).
VOTING AND NOTEHOLDER AGREEMENTVoting and Noteholder Agreement • December 12th, 2005 • Danaher Corp /De/ • Industrial instruments for measurement, display, and control • 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”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 12th, 2005 • Danaher Corp /De/ • Industrial instruments for measurement, display, and control
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Visual Networks, Inc. and further agree that this Joint Filing Agreement (this “Agreement”) be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement.
