Exhibit 10.91
OPTION AND PROXY AGREEMENT
OPTION AND PROXY AGREEMENT dated as of March 7, 1997, by and among
▇▇▇▇▇ ▇▇▇▇▇▇, Inc., a Delaware corporation ("Parent"), and the persons listed on
Schedule A hereto (collectively, the "Shareholders" and each a "Shareholder"),
each a shareholder of Micro Bio-Medics, Inc. a New York corporation (the
"Company"), as revised.
Contemporaneously with the execution of this Agreement, the Company,
Parent and HSI Acquisition Corp., a New York corporation and wholly-owned
subsidiary of Parent ("Sub"), are entering into an Agreement and Plan of Merger
(the "Merger Agreement") pursuant to which it is contemplated that Sub will be
merged with and into the Company (the "Merger") and the holders of the Company's
Common Stock, par value $.03 per share (the "Company Common Stock"), will be
entitled to receive shares of Parent's Common Stock, par value $.01 per share
("Parent Common Stock"), for such shares of Company Common Stock.
Parent, as a condition to its willingness to enter into the Merger
Agreement, has required the Shareholders to grant Parent an option and an
irrevocable proxy with respect to all of the shares of Company Common Stock
owned by the Shareholders (except as expressly noted below), together with any
additional shares of Company Common Stock hereafter acquired by the Shareholders
(pursuant to Section 10, by exercise of options or warrants, by conversion of
debentures or otherwise and including any Additional Shares (as defined below)
acquired by such Shareholder) (such specified number of shares, and any
additional shares when and if acquired, being referred to as the "Shares") on
the terms and conditions hereinafter set forth.
The parties hereto agree as follows:
1. Grant of Option.
(a) Each Shareholder hereby grants to Parent an option
(collectively, the "Options") to purchase all but not less than all of that
Shareholder's Shares (exclusive of those Shares beneficially owned by ▇▇▇▇▇
▇▇▇▇▇ that are currently held in pension plans and approximately 20,000 shares
currently held in ▇▇▇▇▇ ▇▇▇▇▇ margin accounts subject to the terms thereof (the
"Excluded Reade Shares"). Except as otherwise provided in Section 1(b), the
consideration for the purchase of such Shareholder's Shares shall be the
issuance to such Shareholder of the number of shares of Parent Common Stock that
such Shareholder would have been entitled to receive by virtue of the Merger had
the Effective Time (as defined in the Merger Agreement) occurred at the time of
the exercise of the Options.
(b) Each Shareholder hereby agrees to exercise all options,
warrants or other rights to acquire any Shares, and to convert or exchange any
securities or other rights that are convertible into or exchangeable for Shares,
whether now owned or hereafter acquired by
such Shareholder (collectively, "Rights"), in connection with any exercise by
Parent of the Options in order to permit the acquisition by Parent of the Shares
receivable upon such exercise, conversion or exchange (the "Additional Shares")
pursuant to the exercise of the Options. To the extent that a Shareholder is
obligated to pay any consideration in connection with the exercise, conversion
or exchange of such Shareholder's Rights (the "Rights Consideration"), such
Rights Consideration shall be paid in such form as is permitted under the Rights
as Parent shall direct. If payment of the Rights Consideration is to be made in
cash, Parent shall fund such payment; if payment of a Shareholder's Rights
Consideration may be made by delivery of shares of Company Common Stock, at
Parent's direction such Shareholder shall deliver that number of shares owned by
him or her in payment (or partial payment, as the case may be) of the Rights. If
any Right is to be exercised by means of a "cashless exercise," the Shareholder
exercising such Right shall cause the net number of shares from such cashless
exercise to be issued and delivered to Parent. In the event that Parent funds
any Rights Consideration payment on behalf of any Shareholder (i) the number of
shares of Parent Common Stock to be issued by Parent in respect of the
Additional Shares that were acquired pursuant to the payment of such Rights
Consideration shall be reduced by that number of shares (rounded to the nearest
whole share) as is equal to the quotient obtained by dividing the aggregate
amount of Rights Consideration so paid by Parent by the closing sales price of
the Parent Common Stock on the last trading date prior to the exercise of the
Options; and (ii) if the funding of the Rights Consideration payment on behalf
of such Shareholder subjects such Shareholder to income tax in respect of such
payment, the Parent shall pay to such Shareholder the amount of such income tax,
provided such Shareholder shall cooperate with Parent (at Parent's expense) in
disputing the imposition of such income tax; and provided further, that if
Parent determines in good faith that there is a basis for disputing all or any
amount of the income tax imposed, Parent shall be entitled to direct any such
dispute, but shall indemnify the Executive against any additional income tax for
which he or she may become liable as a result.
(c) Each Shareholder agrees not to acquire any Right that
provides, whether contingent or otherwise, for any reduction in the amount of
the Rights Consideration payable upon the exercise, conversion or exchange of
such Right, whether or not such reduction is contingent or fixed as to
occurrence or amount, and shall immediately decline in writing any such Right
that may be granted to him or her.
2. Exercise of Option. The Options, in each case, shall be
exercisable, in whole, but not in part, by Parent as follows:
(a) If the Merger Agreement is terminated by Parent pursuant
to Sections 9.1(d)(iii), 9.1(d)(iv) or 9.1(d)(v) of the Merger Agreement, or by
the Company pursuant to Section 9.1(e)(iii) of the Merger Agreement, then Parent
may exercise the Options at any time during the six month period beginning on
the date of such termination, provided, however, that if the Company is the
terminating party, Parent's right to exercise the Options shall commence on the
earlier of Parent's receipt of notice of such termination and such time as
knowledge of such termination becomes publicly available.
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(b) If (i) the Merger Agreement is terminated by Parent
pursuant to Sections 9.1(d)(i), 9.1(d)(ii) or 9.1(f) of the Merger Agreement, or
by either Parent or the Company pursuant to Section 9.1(b), and the Company (or
any of its Subsidiaries shall have, directly or indirectly, entered into a
definitive agreement for, or shall have consummated, an Acquisition Transaction,
as that term is defined in the Merger Agreement, within one year of such
termination, then Parent may exercise the Options during the period beginning on
the earlier of the date on which Parent first receives notice of the occurrence
of the event triggering HSI's right to exercise the Options and the date on
which such event becomes publicly known and (except as otherwise provided below)
ending on the date three business days after the date that the Acquisition
Transaction (or any successive Acquisition Transaction or any other Acquisition
Transaction made in response thereto) occurs.
At any time when Parent wishes to exercise the Options, Parent shall give
written notice (the "Notice") to the Shareholders specifying a place and a date
not less than two nor more than 20 business days from the date of the Notice for
the closing of such purchase (the "Closing"); provided, however, that such date
may be extended to the extent necessary to comply with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and applicable
regulations thereunder. The date on which the Parent gives the Notice shall be
deemed to be the date on which the Options are exercised. Each Shareholder
agrees to the use his or her reasonable best efforts (subject to any applicable
fiduciary duties) to give Parent at least five business days prior written
notice of the occurrence of any event triggering Parent's right to exercise the
Options.
3. Payment and delivery of Certificate(s). At the Closing hereunder:
(a) Parent will deliver to the Shareholders the shares of
Parent Common Stock to be issued in consideration for the Shares being purchased
upon exercise of the Options as provided in Section 1; and
(b) the Shareholders will deliver to Parent against receipt of
the shares of Parent Common Stock as provided in Section 3(a), a certificate or
certificates representing the number of Shares so purchased by Parent duly
endorsed or with executed blank stock powers attached, in either event with
signature guaranteed such that registered ownership of the Shares may be
registered for transfer on the books of the Company.
4. Irrevocable Proxy. Each Shareholder hereby irrevocably
constitutes and appoints Parent or any designee of Parent the lawful agent,
attorney and proxy of such Shareholder during the term of this Agreement, to
vote all of his, her or its Shares (excluding the Excluded Reade Shares") and
Additional Shares and, in the case of ▇▇▇▇▇ ▇▇▇▇▇, all shares of Company Common
Stock owned by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ that he has an irrevocable proxy to vote (the
"Stone Shares") at any meeting or in connection with any written consent of the
Company's shareholders (a) in favor of the Merger, (b) in favor of the Merger
Agreement, as such may be modified or amended from time to time, (c) against any
Acquisition Transaction (other than the Merger) or other merger, sale, or other
business combination between the Company and any
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other person or entity or any other action which would make it impractical for
Parent to effect a merger or other business combination of the Company with
Parent or Sub, and (d) against any other action or agreement that would result
in a breach of any covenant, representation or warranty or any other obligation
or agreement of the Company under the Merger Agreement or which would result in
any of the Company's obligations under the Merger Agreement not being fulfilled.
This proxy shall not authorize Parent to vote the Shares or the Stone Shares on
any matters other than those specified above which may be presented to the
Company's shareholders at any meeting or in connection with any written consent
of the Company's shareholders. This power of attorney is irrevocable, is granted
in consideration of Parent entering into the Merger Agreement and is coupled
with an interest sufficient in law to support an irrevocable power. This
appointment shall revoke all prior attorneys and proxies appointed by any
Shareholder at any time with respect to the Shares or the Stone Shares and the
matters set forth in clauses (a) through (d) above and no subsequent attorneys
or proxies will be appointed by such Shareholder, or be effective, with respect
thereto.
5. Representations and Warranties of the Shareholders. Each
Shareholder represents and warrants to Parent as follows:
(a) Ownership of Shares and Rights. That Shareholder is the
sole beneficial owner of the number of Rights set forth as being granted to that
Shareholder on Schedule A. The Rights set forth opposite that Shareholder's name
on Schedule A constitute all the Rights owned beneficially or of record by that
Shareholder. The Shares owned by that Shareholder are validly issued, fully paid
and nonassessable and such Shares (excluding the Excluded Reade Shares) and/or
the Rights set forth opposite that Shareholder's name on Schedule A, are held by
that Shareholder, or by a nominee or custodian for the benefit of that
Shareholder, free and clear of all liens, claims, security interests, agreements
and other encumbrances, except for encumbrances arising under this Agreement.
(b) Power; Binding Agreement. That Shareholder has the legal
capacity to enter into and perform all of that Shareholder's obligations under
this Agreement. The execution, delivery and performance of this Agreement by
that Shareholder will not violate any other agreement to which that Shareholder
is a party, including, without limitation, any voting agreement, shareholders
agreement or voting trust. This Agreement has been duly and validly executed and
delivered by that Shareholder and constitutes a valid and binding obligation of
that Shareholder, enforceable against that Shareholder in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and subject to
general principles of equity. If that Shareholder is married and that
Shareholder's Shares constitute community property, this Agreement has been duly
authorized, executed and delivered by, and constitutes a valid and binding
obligation of, that Shareholder's spouse, enforceable against that spouse in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency and similar laws affecting creditors' rights generally
and subject to general principles of equity.
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(c) Consents and Approvals; No Violation. Neither the
execution and delivery of this Agreement by that Shareholder nor the
consummation of the transactions contemplated by this Agreement will: (i)
require any consent, approval, authorization or permit of, or filing with or
notification to, any person or entity or any governmental or regulatory
authority, except in connection with the HSR Act or pursuant to the Securities
Exchange Act of 1934; (ii) conflict with, result in a breach of, or result in a
default (or give rise to a right of termination, cancellation or acceleration)
under any of the terms, conditions or provisions of any note, license, agreement
or other instrument or obligation to which that Shareholder is a party or by
which that Shareholder or any of that Shareholder's assets may be bound; or
(iii) violate any order, writ, injunction, decree, statute, rule or regulation
applicable to that Shareholder or by which any of that Shareholder's assets are
bound.
(d) Brokers. No broker, finder or other investment banker is
entitled to any broker's, finder's or other similar fee or commission in
connection with this Agreement or the transactions contemplated by this
Agreement based upon agreements made by or on behalf of that Shareholder.
6. Representations and Warranties of Parent. Parent represents and
warrants to each Shareholder that:
(a) Power; Binding Agreement. Parent has the corporate power
and authority to enter into and perform all its obligations under this
Agreement. The execution, delivery and performance of this Agreement by Parent
will not violate any other agreement to which Parent is a party. This Agreement
has been duly and validly authorized, executed and delivered by Parent and
constitutes a valid and binding obligation of Parent, enforceable against Parent
in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency and similar laws affecting creditors' rights
generally and subject to general principles of equity.
(b) Consents and Approvals; No Violation. Neither the
execution and delivery of this Agreement by Parent nor the consummation by
Parent of the transactions contemplated by this Agreement will: (i) require any
consent, approval, authorization or permit of, or filing with or notification
to, any person or entity or any governmental or regulatory authority, except in
connection with the HSR Act or pursuant to the Securities Exchange Act of 1934;
(ii) conflict with, result in a breach of, or result in a default (or give rise
to a right of termination, cancellation or acceleration) under any of the terms,
conditions or provisions of any note, license, agreement or other instrument or
obligation to which Parent is a party or by which Parent or any of its assets
may be bound; or (iii) violate any order, writ, injunction, decree, statute,
rule or regulation applicable to Parent or by which any of its assets are bound.
(c) Brokers. No broker, finder or other investment banker is
entitled to any broker's, finder's or other similar fee or commission in
connection with this Agreement or the transactions contemplated by this
Agreement based upon agreements made by or on behalf of Parent.
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7. Additional Covenants of the Shareholders. Each Shareholder hereby
covenants and agrees that:
(a) that Shareholder will not enter into any transaction, take
any action, or by inaction permit any event to occur that would (i) result in
any of the representations or warranties of such Shareholder herein contained
not being true and correct at and as of the time immediately after the
occurrence of such transaction, action or event; or (ii) have the effect of
preventing or disabling that Shareholder from performing that Shareholder's
obligations under this Agreement;
(b) that Shareholder will not grant any proxies or powers of
attorney with respect to any Shares, deposit any Shares into a voting trust or
enter into a voting agreement with respect to such Shares; provided, however,
that the Shareholders may grant proxies to third parties provided that such
proxies are expressly made subject to the terms of this Agreement;
(c) until the termination of this Agreement, such Shareholder
will at all times use his, her or its best efforts in his, her or its capacity
as a shareholder of the Company to prevent the Company from taking any action in
violation of the Merger Agreement;
(d) from and after the date hereof until the termination of
this Agreement, other than under the circumstances contemplated by Section 10
hereof, the Shares will not be sold, transferred, pledged, hypothecated,
transferred by gift, or otherwise disposed of in any manner whatsoever without
notifying Parent in advance and obtaining and delivering to Parent any evidence
that Parent may reasonably request to evidence the transferee's agreement to be
bound by this Agreement; provided, however, that in the event of such
Shareholder's death during the term of this Agreement, the Shares and Rights may
be transferred in accordance with the Shareholder's last will and testament, or
if none, in accordance with the applicable laws of intestate succession, in
either of which cases, the Shares shall remain subject in all respects to the
terms of this Agreement; and
(e) the Shareholder will execute and deliver any additional
documents reasonably necessary or desirable, in the opinion of Parent's or the
Company's counsel, to evidence the irrevocable proxy granted in Section 4 with
respect to the Shares or otherwise implement and effect the provisions of this
Agreement.
8. No Solicitation. No Shareholder shall, in that Shareholder's
capacity as such, directly or indirectly, (a) solicit, initiate, facilitate or
encourage (including by way of furnishing or disclosing non-public information)
any inquiries or the making of any proposal with respect to any Acquisition
Transaction, (b) negotiate, explore or otherwise engage in discussion with any
person (other than Parent and its representatives) with respect to any
Acquisition Transaction, (c) agree to or endorse an Acquisition Transaction with
any person (other than Parent or Sub) or any agreement, arrangement or
understanding with respect to any such Acquisition Transaction or which would
require the Company to abandon, terminate or fail to consummate the Merger or
any other transaction contemplated by this Agreement, or (d)
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authorize or permit any person or entity acting on behalf of that Shareholder to
do any of the foregoing. If any Shareholder receives any inquiry or proposal
regarding any Acquisition Transaction, that Shareholder shall promptly inform
Parent of that inquiry or proposal.
9. Legending of Certificates; Nominee Shares. Each Shareholder
agrees to submit to Parent contemporaneously with or promptly following
execution of this Agreement (or promptly following receipt of any additional
certificates representing any additional Shares) all certificates representing
the Shares so that Parent may note thereon a legend referring to the option and
proxy granted to it by this Agreement. If any of the Shares beneficially owned
by a Shareholder are held of record by a brokerage firm in "street name" or in
the name of any other nominee (a "Nominee," and, as to such Shares, "Nominee
Shares"), the Shareholder agrees that, upon written notice by Parent requesting
it, such Shareholder will within five days of the giving of such notice execute
and deliver to Parent a limited power of attorney in such form as shall be
reasonably satisfactory to Parent enabling Parent to require the Nominee to
grant to Parent an option and irrevocable proxy to the same effect as Sections
1, 2 and 4 hereof with respect to the Nominee Shares held by such Nominee and to
submit to Parent the certificates representing such Nominee Shares for notation
of the above-referenced legend thereon.
10. Adjustments to Prevent Dilution, Etc. In the event of a stock
dividend or distribution, or any change in Company Common Stock by reason of any
stock dividend, split-up, recapitalization, combination, exchange of shares or
the like, the term "Shares" shall be deemed to refer to and include the Shares
as well as all such stock dividends and distributions and any shares into which
or for which any or all of the Shares may be changed or exchanged.
11. Shareholder Capacity. No person executing this Agreement who is
or becomes during the term of this Agreement a director of the Company makes any
agreement in his or her capacity as a director. Each Shareholder is executing
and delivering this Agreement solely in that Shareholder's capacity as the
record and beneficial owner of that Shareholder's Shares. Notwithstanding
anything to the contrary in this Agreement, no action or inaction by a
Shareholder in his capacity as a director, officer, or employee of the Company
shall be deemed to contravene Section 8, as long as the action or inaction does
not contravene Section 7.2 of the Merger Agreement.
12. Termination. This Agreement shall terminate on the earlier of
(i) the Effective Time of the Merger, (ii) the termination of the last period of
time during which Parent could have exercised the Options pursuant to Section 2;
provided, however, that the appointment of Parent or any designee of Parent as
agent, attorney and proxy pursuant to Section 4 hereof, and any proxy or other
instrument executed pursuant thereto, shall in any event automatically terminate
upon the termination of the Merger Agreement. Notwithstanding the foregoing, in
the event that Parent is at any time prohibited from exercising the Options as a
result of any actions by the Federal Trade Commission or the Department of
Justice in connection with the HSR Act, then this Agreement shall not terminate
until (i) the earlier of 30 days from the date such prohibition is removed by
the Federal Trade Commission or the Department of Justice, or (ii) six months
after the date Parent's right to exercise the Options would otherwise have
terminated.
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13. Miscellaneous.
(a) No Waiver. The failure of any party to exercise any right,
power or remedy under this Agreement or otherwise available in respect of this
Agreement at law or in equity, or to insist upon compliance by any other party
with that party's obligations under this Agreement, shall not constitute a
waiver of any right to exercise any such or other right, power or remedy or to
demand such compliance.
(b) Notices. All notices and other communications hereunder
shall be in writing and shall be delivered personally or by next-day courier or
telecopied with confirmation of receipt, to the parties at the addresses
specified below (or at such other address for a party as shall be specified by
like notice; provided that notices of a change of address shall be effective
only upon receipt thereof). Any such notice shall be effective upon receipt, if
personally delivered or telecopied, or one day after delivery to a courier for
next-day delivery.
(i) If to Parent, to:
▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
with a copy to:
Proskauer ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
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(ii) if to a Shareholder, to:
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇
Micro Bio-Medics, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy to:
Otterbourg, Steindler, Houston & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
(c) Descriptive Headings; Interpretation. The headings
contained in this Agreement are for reference purposes only and shall not affect
in way the meaning or interpretation of this Agreement. References in this
Agreement to Sections and Schedules mean a Section or Schedule of this Agreement
unless otherwise indicated. The terms "beneficially own" and "beneficial owner"
with respect to any securities shall have the same meaning as in, and shall be
determined in accordance with, Rule 13d-3 under the Securities Exchange Act of
1934.
(d) Entire Agreement; Assignment. This Agreement (including
the schedule and other documents and instruments referred to herein), together
with the Merger Agreement, constitute the entire agreement and supersede all
other prior agreements and understandings, both written and oral, among the
parties or any of them, with respect to the subject matter hereof. Except as
otherwise expressly provided herein, this Agreement is not intended to confer
upon any person not a party hereto any rights or remedies hereunder. Except as
otherwise expressly provided herein, this Agreement shall not be assigned by
operation of law or otherwise; provided that Parent or Sub may assign its rights
and obligations hereunder to a direct or indirect subsidiary of Parent, but no
such assignment shall relieve Parent or Sub, as the case may be, of its
obligations hereunder.
(e) Liability After Transfer. Each Shareholder agrees that,
notwithstanding any transfer of that Shareholder's Shares in accordance with
Section 7(d), that Shareholder shall remain liable for his or her performance of
all obligations under this Agreement.
(f) Injunctive Relief; Remedies Cumulative.
(i) Parent, on the one hand, and the Shareholders, on
the other hand, acknowledge that the other party will be irreparably harmed and
that there will be no
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adequate remedy at law for a violation of any of the covenants or agreements of
such party that are contained in this Agreement. It is accordingly agreed that,
in addition to any other remedies that may be available to the non-breaching
party upon the breach by any other party of such covenants and agreements, the
non-breaching party shall have the right to obtain injunctive relief to restrain
any breach or threatened breach of such covenants or agreements or otherwise to
obtain specific performance of any of such covenants or agreements.
(ii) No remedy conferred upon or reserved to any party
herein is intended to be exclusive of any other remedy and every remedy shall be
cumulative and in addition to every other remedy herein or now or hereafter
existing at law, in equity or by statute.
(g) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to the provisions thereof relating to conflicts of laws.
(h) Effect of Partial Invalidity. Whenever possible, each
provision of this Agreement shall be construed in such a manner as to be
effective and valid under applicable law. If any provision of this Agreement or
the application thereof to any party or circumstance shall be prohibited by or
invalid under applicable law, such provisions shall be ineffective to the extent
of such prohibition without invalidating the remainder of such provision or any
other provisions of this Agreement or the application of such provision to the
other party or other circumstances.
(i) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original but all of
which shall constitute one and the same agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
as of the date first above written.
THE SHAREHOLDERS:
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▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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K. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇, INC.
By:
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Authorized Officer
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