EXHIBIT 99.1
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VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement"), dated as of November 24, 2004, by
and among General Electric Company, a New York corporation ("Parent"), and the
Stockholders listed on Schedule A hereto (each, a "Stockholder" and,
collectively, the "Stockholders").
WHEREAS, concurrently with the execution of this Agreement, Ionics,
Incorporated, a Massachusetts corporation (the "Company"), Parent and Triton
Acquisition Corp., a Massachusetts corporation and a wholly owned subsidiary of
Parent ("Merger Sub"), are entering into an Agreement and Plan of Merger of even
date herewith (as the same may be amended or supplemented, the "Merger
Agreement"; capitalized terms used but not defined in this Agreement have the
meanings ascribed thereto in the Merger Agreement);
WHEREAS, as of the date hereof, each Stockholder is the record and
beneficial owner of the number of shares of common stock, $1.00 par value, of
the Company set forth opposite such Stockholder's name on Schedule A hereto
(such shares, together with any other shares of Company Common Stock acquired by
such Stockholder after the date hereof, being collectively referred to herein as
the "Stockholder Shares"); and
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Merger Sub have required that the Stockholders enter into
this Agreement and, in order to induce Parent and Merger Sub to enter into the
Merger Agreement, the Stockholders are willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Agreements of Stockholders.
(a) Voting. From the date hereof until any termination of this
Agreement in accordance with its terms, at any meeting of the stockholders of
the Company however called (or any action by written consent in lieu of a
meeting) or any adjournment thereof, each Stockholder shall vote all Stockholder
Shares owned by such Stockholder (or cause them to be voted) or (as appropriate)
execute written consents in respect thereof, (i) in favor of the adoption of the
Merger Agreement and the approval of the Transactions, (ii) against any action
or agreement that would result in a breach of any representation, warranty,
covenant, agreement or other obligation of the Company in the Merger Agreement,
(iii) against any merger agreement or merger (other than the Merger Agreement
and the Merger), consolidation, combination, sale of substantial assets,
reorganization, recapitalization, dissolution, liquidation or winding up of or
by the Company or any other Takeover Proposal and (iv) against any agreement,
amendment of the Company Charter Documents or other action that is intended or
could reasonably be
expected to prevent, impede, interfere with, delay, postpone or discourage the
consummation of the Merger. Any such vote shall be cast (or consent shall be
given) by each Stockholder in accordance with such procedures relating thereto
so as to ensure that it is duly counted, including for purposes of determining
that a quorum is present and for purposes of recording the results of such vote
(or consent).
(b) Grant of Limited Irrevocable Proxy; Appointment of
Attorney-in-Fact.
(i) In furtherance of each Stockholder's agreement in Section
1(a) above, but subject to Section 1(b)(ii) below, such Stockholder hereby
appoints Parent and Parent's designees, and each of them individually, as such
Stockholder's proxy and attorney-in-fact (with full power of substitution), for
and in the name, place and stead of such Stockholder, to vote all Stockholder
Shares owned by such Stockholder (at any meeting of stockholders of the Company
however called or any adjournment thereof), or to execute one or more written
consents in respect of such Stockholder Shares, for the following limited, and
for no other, purposes (A) in favor of the adoption of the Merger Agreement and
the approval of the Transactions, (B) against any action or agreement that would
result in a breach of any representation, warranty, covenant, agreement or other
obligation of the Company in the Merger Agreement, (C) against any Takeover
Proposal and (D) against any agreement, amendment of the Company Charter
Documents or other action that is intended or could reasonably be expected to
prevent, impede, interfere with, delay, postpone or discourage the consummation
of the Merger.
(ii) Such proxy granted pursuant to Section 1(b)(i) above shall
(A) be valid and irrevocable until the termination of this Agreement in
accordance with Section 4 hereof and (B) automatically terminate upon the
termination of this Agreement in accordance with Section 4 hereof. Each
Stockholder represents that any and all other proxies heretofore given in
respect of Stockholder Shares owned by such Stockholder are revocable, and that
such other proxies have been revoked.
(iii) Each Stockholder affirms that the proxy granted pursuant to
Section 1(b)(i) above is: (A) given (x) in connection with the execution of the
Merger Agreement and (y) to secure the performance of such Stockholder's duties
under this Agreement, (B) coupled with an interest and may not be revoked except
as otherwise provided in this Agreement and (C) intended to be irrevocable prior
to termination of this Agreement in accordance with the provisions of Section
7.22 of the MBCA.
(c) Restriction on Transfer; Proxies; Non-Interference; etc. From the
date hereof until any termination of this Agreement in accordance with its
terms, such Stockholder shall not (i) other than pursuant to the Merger, sell,
transfer (including by operation of law), give, pledge, encumber, assign or
otherwise dispose of (collectively, "Transfer"), or enter into any Contract,
option or other arrangement (including any profit sharing arrangement) or
understanding with respect to the Transfer of, any Stockholder Shares owned by
such Stockholder (or any interest therein), (ii) deposit any Stockholder Shares
owned by such Stockholder into a voting trust or grant any proxies or enter into
a voting agreement, power of attorney or voting trust with respect to any
▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇, (▇▇▇) commit to do any of the foregoing or (iv) take any action that
would make any representation or warranty of such Stockholder set forth in this
Agreement untrue or incorrect in any material respect or have the effect of
preventing, disabling or delaying such Stockholder from performing any of its
obligations under this Agreement; provided, that nothing contained herein shall
limit the ability of a Stockholder to Transfer any Stockholder Shares owned by
such Stockholder to a charitable trust or foundation so long as, prior to such
Transfer, the transferee enters into a joinder agreement in form and substance
reasonably satisfactory to Parent pursuant to which such transferee and the
transferred Stockholder Shares remain subject to the terms and conditions of
this Agreement. In furtherance of the foregoing, such Stockholder agrees that
any Transfer in violation of this Agreement shall be void and of no force or
effect.
(d) Legending of Stockholder Shares. If so requested by Parent, at
Parent's sole cost, each Stockholder agrees that the certificates representing
Stockholder Shares owned by such Stockholder shall bear a legend stating that
such Stockholder Shares are subject to this Agreement and to an irrevocable
proxy.
(e) No Solicitation. Each Stockholder shall, and shall cause its
affiliates and its and its affiliates' respective directors, officers,
employees, investment bankers, financial advisors, attorneys, accountants,
agents and other representatives (collectively, "Stockholder Representatives")
to, immediately cease and cause to be terminated any discussions or negotiations
with any Person conducted heretofore with respect to a Takeover Proposal. From
the date hereof until any termination of this Agreement in accordance with its
terms, each Stockholder shall not, and shall cause its Stockholder
Representatives not to, directly or indirectly (i) solicit, initiate or
knowingly facilitate or encourage (including by way of furnishing information)
any inquiries or proposals that constitute, or may reasonably be expected to
lead to, any Takeover Proposal, (ii) participate in any discussions or
negotiations with any third party regarding any Takeover Proposal or (iii) enter
into any agreement related to any Takeover Proposal. In addition, from the date
hereof until any termination of this Agreement in accordance with its terms,
each Stockholder shall promptly advise Parent, orally and in writing, and in no
event later than 48 hours after receipt, if any proposal, offer, inquiry or
other contact is received by, any information is requested from, or any
discussions or negotiations are sought to be initiated or continued with, such
Stockholder in respect of any Takeover Proposal, and shall, in any such notice
to Parent, indicate the identity of the Person making such proposal, offer,
inquiry or other contact and the material terms and conditions of any proposals
or offers or the nature of any inquiries or contacts (and shall include with
such notice copies of any written materials received from or on behalf of such
Person relating to such proposal, offer, inquiry or request), and thereafter
shall promptly keep Parent fully informed of all material developments affecting
the status and terms of any such proposals, offers, inquiries or requests (and
such Stockholder shall provide Parent with copies of any additional written
materials received that relate to such proposals, offers, inquiries or requests)
and of the status of any such discussions or negotiations. As used in this
paragraph, "affiliates" of a Stockholder shall not include the Company.
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(f) Certain Actions. Until the earlier of (i) the termination of the
Merger Agreement pursuant to its terms and (ii) the Effective Time, each
Stockholder shall at the request of Parent and without further consideration,
execute and deliver such additional documents, make such filings and take all
such further action as may be reasonably required to consummate and make
effective, in the most expeditious manner practicable, the Merger and the
transactions contemplated by this Agreement. No Stockholder shall issue any
press release or make any other public statement with respect to this Agreement,
the Merger Agreement or any of the Transactions without the prior written
consent of Parent, except as may be required by any Law, judgment, writ or
injunction of any Governmental Authority applicable to such Stockholder.
(g) Approval of Board Action; Appraisal Rights. Each Stockholder
hereby consents to and approves the actions taken by the Board of Directors of
the Company in approving the Merger Agreement, the Transactions and this
Agreement. Each Stockholder hereby waives, and agrees not to exercise or assert,
any appraisal or similar rights under Section 13.02 of the MBCA or other
applicable Law in connection with the Merger.
2. Representations and Warranties of Stockholders. Each Stockholder hereby
represents and warrants to Parent, severally and not jointly, as follows:
(a) Authority. Each Stockholder has all necessary power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance by such Stockholder
of this Agreement, and the consummation of the transactions contemplated hereby,
have been duly authorized and approved by all necessary action on the part of
such Stockholder and no further action on the part of such Stockholder is
necessary to authorize the execution, delivery and performance by such
Stockholder of this Agreement and the consummation by such Stockholder of the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by such Stockholder and, assuming due and valid authorization,
execution and delivery hereof by Parent, constitutes a valid and binding
obligation of such Stockholder, enforceable against such Stockholder in
accordance with its terms, subject to the Bankruptcy and Equity Exception. Such
Stockholder does not require the consent of any of its beneficiaries to the
execution and delivery of this Agreement or to the consummation of the
transactions contemplated hereby.
(b) Consents and Approvals; No Violations. Except for filings under
the Exchange Act, to such Stockholder's knowledge, no consents or approvals of,
or filings, declarations or registrations with, any Governmental Authority are
necessary for the consummation by such Stockholder of the transactions
contemplated by this Agreement, other than such other consents, approvals,
filings, declarations or registrations that, if not obtained, made or given,
would not, individually or in the aggregate, reasonably be expected to prevent
or materially delay the performance by such Stockholder of any of its
obligations under this Agreement. Neither the execution and delivery of this
Agreement by such Stockholder, nor the consummation by such Stockholder of the
transactions contemplated hereby, nor compliance by such Stockholder with any of
the terms or provisions hereof, will, (A) conflict with or violate
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any provision of the trust agreement of such Stockholder or (B) assuming that
the authorizations, consents, approvals and filings referred to in the preceding
sentence are obtained and made, (x) violate any judgment or injunction of any
Governmental Authority applicable to such Stockholder or any of its properties
or assets or, to such Stockholder's knowledge, Law, or (y) violate, conflict
with, constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under or result in the creation of any Lien
upon any of the properties or assets of, such Stockholder under, any of the
terms, conditions or provisions of the trust agreement pursuant to which such
Stockholder was organized or any other agreement or other instrument or
obligation to which such Stockholder is a party, or by which it or any of its
properties or assets may be bound or affected, except for such violations,
conflicts, losses, defaults, terminations, cancellations, accelerations or Liens
as would not, individually or in the aggregate, reasonably be expected to
prevent or materially delay the performance by such Stockholder of any of its
obligations under this Agreement.
(c) Ownership of Shares. Such Stockholder owns, beneficially and of
record, all of the Stockholder Shares set forth opposite such Stockholder's name
on Schedule A hereto. Such Stockholder owns all of its Stockholder Shares free
and clear of any proxy, voting restriction, adverse claim or other Lien (other
than (i) the Stockholders Agreement dated as of February 13, 2004 among the
Company and the Stockholders party thereto and (ii) proxies and restrictions in
favor of Parent pursuant to this Agreement and except for such transfer
restrictions of general applicability as may be provided under the Securities
Act and the "blue sky" laws of the various States of the United States). Without
limiting the foregoing, except for proxies and restrictions in favor of Parent
pursuant to this Agreement and except for such transfer restrictions of general
applicability as may be provided under the Securities Act and the "blue sky"
laws of the various States of the United States, such Stockholder has sole
voting power and sole power of disposition with respect to all of its
Stockholder Shares, with no restrictions on such Stockholder's rights of voting
or disposition pertaining thereto and no Person other than such Stockholder has
any right to direct or approve the voting or disposition of any of its
Stockholder Shares. As of the date hereof, such Stockholder does not own,
beneficially or of record, any securities of the Company other than the number
of Shares which constitute Stockholder Shares.
(d) Brokers. No broker, investment banker, financial advisor or other
Person is entitled to any broker's, finder's, financial advisor's or other
similar fee or commission that is payable by the Company, Parent or any of their
respective subsidiaries in connection with the Transactions based upon
arrangements made by or on behalf of such Stockholder.
3. Representations and Warranties of Parent and Merger Sub. Parent hereby
represents and warrants to the Stockholders as follows:
(a) Organization, Standing and Corporate Power. Parent is a
corporation duly organized, validly existing and in good standing under the Laws
of the State of New York.
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(b) Authority; Noncontravention. (1) Parent has all necessary
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. The execution, delivery and performance by Parent of this
Agreement, and the consummation by Parent of the transactions contemplated
hereby, have been duly authorized and approved by its Board of Directors and no
other corporate action on the part of Parent is necessary to authorize the
execution, delivery and performance by Parent of this Agreement and the
consummation by it of the transactions contemplated hereby. This Agreement has
been duly executed and delivered by Parent and, assuming due authorization,
execution and delivery hereof by each Stockholder, constitutes a legal, valid
and binding obligation of Parent, enforceable against it in accordance with its
terms, subject to the Bankruptcy and Equity Exception. (2) Neither the execution
and delivery of this Agreement by Parent, nor the consummation by Parent of the
transactions contemplated hereby, nor compliance by Parent with any of the terms
or provisions hereof, will (i) conflict with or violate any provision of the
certificate of incorporation or bylaws of Parent or (ii) assuming that the
authorizations, consents and approvals referred to in Section 3(c) are obtained
and the filings referred to in Section 3(c) are made, (x) violate any Law,
judgment, writ or injunction of any Governmental Authority applicable to Parent
or any of its Subsidiaries or any of their respective properties or assets, or
(y) violate, conflict with, result in the loss of any benefit under, constitute
a default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, result in the termination of or a right of
termination or cancellation under, accelerate the performance required by, or
result in the creation of any Lien upon any of the properties or assets of,
Parent or any of its Subsidiaries under, any of the terms, conditions or
provisions of any Contract to which Parent or any of its Subsidiaries is a
party, or by which they or any of their respective properties or assets may be
bound or affected except, in the case of clause (ii), for such violations,
conflicts, losses, defaults, terminations, cancellations, accelerations or Liens
as, individually or in the aggregate, would not reasonably be expected to
prevent or materially delay the ability of Parent to consummate the transactions
contemplated hereby).
(c) Governmental Approvals. Except for filings required under the
Exchange Act, no filings, declarations or registrations with, any Governmental
Authority are necessary for the execution and delivery of this Agreement by
Parent, other than such other consents, approvals, filings, declarations or
registrations that, if not obtained, made or given, would not, individually or
in the aggregate, reasonably be expected to have a Parent Material Adverse
Effect.
4. Termination. This Agreement shall terminate on the first to occur of (a)
the termination of the Merger Agreement in accordance with its terms and (b) the
Effective Time. Notwithstanding the foregoing, (i) nothing herein shall relieve
any party from liability for breach of this Agreement and (ii) the provisions of
this Section 4, Section 6 and paragraphs (c) and (d) of Section 2 hereof shall
survive any termination of this Agreement.
5. Escrow Agreement. Parent hereby agrees that, immediately following the
Effective Time and solely for purposes of the Escrow Agreement dated as of
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February 13, 2004 (the "Escrow Agreement") among the Company, the other entities
and persons listed on Annex A thereto and the Escrow Agent thereunder, Parent
shall cause the Company to approve an amendment to the Escrow Agreement so that
the "Cut-Off Time" referred to in Section 2(a)(x) of the Escrow Agreement shall
be the Effective Time. Nothing in this Section 6 shall affect in any way the
rights to indemnification of the Buyer Indemnified Parties under the Purchase
Agreement (each as defined in the Escrow Agreement).
6. Miscellaneous.
(a) Action in Stockholder Capacity Only. The parties acknowledge that
this Agreement is entered into by each Stockholder in its capacity as an owner
of Stockholder Shares and that nothing in this Agreement shall in any way
restrict or limit any trustee or other representative of a Stockholder that also
is a director or officer of the Company from taking any action in his capacity
as a director or officer of the Company that is necessary for him to comply with
his fiduciary duties as a director or officer of the Company, including, without
limitation, participating in his capacity as a director of the Company in any
discussions, negotiations or votes in accordance with Section 5.3 of the Merger
Agreement.
(b) Expenses. Except as otherwise expressly provided in this
Agreement, all costs and expenses incurred in connection with the transactions
contemplated by this Agreement shall be paid by the party incurring such costs
and expenses.
(c) Additional Shares. Until any termination of this Agreement in
accordance with its terms, each Stockholder shall promptly notify Parent of the
number of shares of Company Common Stock, if any, as to which such Stockholder
acquires record or beneficial ownership after the date hereof. Any shares of
Company Common Stock as to which each Stockholder acquires record or beneficial
ownership after the date hereof and prior to termination of this Agreement shall
be Stockholder Shares for purposes of this Agreement. Without limiting the
foregoing, in the event of any stock split, stock dividend or other change in
the capital structure of the Company affecting the Company Common Stock, the
number of shares of Company Common Stock constituting Stockholder Shares shall
be adjusted appropriately and this Agreement and the obligations hereunder shall
attach to any additional shares of Company Common Stock or other voting
securities of the Company issued to a Stockholder in connection therewith.
(d) Definition of "Beneficial Ownership". For purposes of this
Agreement, "beneficial ownership" with respect to (or to "own beneficially") any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to
any agreement, arrangement or understanding, whether or not in writing.
(e) Entire Agreement; No Third Party Beneficiaries. This Agreement
constitutes the entire agreement, and supersedes all prior agreements and
understandings, both written and oral, among the parties, or any of them, with
respect to the subject
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matter hereof. This Agreement is not intended to and shall not confer upon any
Person other than the parties hereto any rights hereunder.
(f) Assignment; Binding Effect. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other parties. Subject to the preceding sentence, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns. Any purported
assignment not permitted under this Section shall be null and void.
(g) Amendments; Waiver. This Agreement may not be amended or
supplemented, except by a written agreement executed by the parties hereto. Any
party to this Agreement may (A) waive any inaccuracies in the representations
and warranties of any other party hereto or extend the time for the performance
of any of the obligations or acts of any other party hereto or (B) waive
compliance by the other party with any of the agreements contained herein.
Notwithstanding the foregoing, no failure or delay by Parent in exercising any
right hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right hereunder. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only if set forth in an
instrument in writing signed on behalf of such party.
(h) Severability. If any term or other provision of this Agreement is
determined by a court of competent jurisdiction to be invalid, illegal or
incapable of being enforced by any rule of law or public policy, all other
terms, provisions and conditions of this Agreement shall nevertheless remain in
full force and effect. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted by
applicable law in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.
(i) Counterparts. This Agreement may be executed in two or more
separate counterparts, each of which shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement. This
Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by the other parties hereto.
(j) Descriptive Headings. Headings of Sections and subsections of this
Agreement are for convenience of the parties only, and shall be given no
substantive or interpretive effect whatsoever.
(k) Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including facsimile transmission) and shall
be given,
if to Parent, to:
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GE Infrastructure
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy (which shall not constitute notice) to:
General Electric Company
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Attention: Vice President and Senior Counsel, Transactions
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
and
Weil, Gotshal & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
if to a Stockholder, to:
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy (which shall not constitute notice) to:
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5 P.M. in the place of
receipt and such day is a business day in the place of receipt. Otherwise, any
such notice, request or communication shall be deemed not to have been received
until the next succeeding business day in the place of receipt.
(l) Drafting. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement and, in the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as jointly drafted by the parties hereto and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of any
provision of this Agreement.
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(m) GOVERNING LAW; ENFORCEMENT; JURISDICTION; WAIVER OF JURY TRIAL.
(i) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO CONTRACTS
EXECUTED IN AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE.
(ii) ALL ACTIONS AND PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AGREEMENT SHALL BE HEARD AND DETERMINED IN ANY FEDERAL OR STATE COURT
SITTING IN THE CITY OF NEW YORK, AND THE PARTIES HERETO HEREBY IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND, IN THE CASE OF
APPEALS, APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH ACTION OR
PROCEEDING AND IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. THE CONSENTS TO JURISDICTION SET
FORTH IN THIS PARAGRAPH SHALL NOT CONSTITUTE GENERAL CONSENTS TO SERVICE OF
PROCESS IN THE STATE OF NEW YORK AND SHALL HAVE NO EFFECT FOR ANY PURPOSE EXCEPT
AS PROVIDED IN THIS PARAGRAPH AND SHALL NOT BE DEEMED TO CONFER RIGHTS ON ANY
PERSON OR ENTITY OTHER THAN THE PARTIES HERETO. THE PARTIES HERETO AGREE THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY APPLICABLE LAW.
(iii) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT.
(iv) THE PARTIES 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 THE PARTIES SHALL 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
LOCATED IN THE STATE OF NEW YORK OR IN NEW YORK STATE COURT, WITHOUT BOND OR
OTHER SECURITY BEING REQUIRED, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO
WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
GENERAL ELECTRIC COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CEO
GE Infrastructure
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STOCKHOLDERS:
THE ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ QUALIFIED GRANTOR RETAINED
ANNUITY TRUST #1
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
THE ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ REVOCABLE TRUST UA DATED JUNE
22, 1988
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
THE ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IRREVOCABLE TRUST, FBO ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Independent Trustee
THE ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IRREVOCABLE TRUST, FBO ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Independent Trustee
12
THE ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ QUALIFIED GRANTOR RETAINED
ANNUITY TRUST #1
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
THE ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ QUALIFIED GRANTOR RETAINED
ANNUITY TRUST #2
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
THE ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ IRREVOCABLE TRUST NO. 3 F/B/O
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
13
THE ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ IRREVOCABLE TRUST NO. 3 F/B/O
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
THE ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ IRREVOCABLE TRUST NO. 3 F/B/O
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ REVOCABLE TRUST UA DATED
03/05/1993
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Co-Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Co-Trustee
14
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IRREVOCABLE TRUST NO. 3 F/B/O
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Co-Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Co-Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
----------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III, Independent Trustee
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IRREVOCABLE TRUST NO. 3 F/B/O
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Co-Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Co-Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
----------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III, Independent Trustee
15
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IRREVOCABLE TRUST NO. 3 F/B/O
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Co-Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Co-Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
----------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III, Independent Trustee
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IRREVOCABLE TRUST NO. 3 F/B/O
▇▇▇▇▇▇▇▇ ▇. NIKKI
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Co-Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Co-Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
----------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III, Independent Trustee
16
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IRREVOCABLE TRUST NO. 3 F/B/O
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Co-Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Co-Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
----------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III, Independent Trustee
17
SCHEDULE A
----------
--------------------------------------------------------------------------------
Name of Shareholder Number of Shares
of Common Stock
Owned of Record
--------------------------------------------------------------------------------
The ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ Revocable Trust dated
September 9, 1996 216,324
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ TR ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ Qualified Grantor
Retained Annuity Trust #1 1,946,926
--------------------------------------------------------------------------------
The ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Irrevocable Trust dated July 1, 1991 28,958
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ TR, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Irrevocable Trust FBO ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 130,311
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ TR, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Irrevocable Trust FBO ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 130,311
--------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ Tr ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ Rev Trust
UA 06/22/1988 183,163
--------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ TR ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ Qualified
Grantor Retained Annuity Trust #1 338,324
--------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ TR ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ Qualified
Grantor Retained Annuity Trust #2 338,324
--------------------------------------------------------------------------------
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Irrevocable Trust No. 3 dated
July 1, 1991 14,479
--------------------------------------------------------------------------------
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Irrevocable Trust No. 3 f/b/o
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 33,539
--------------------------------------------------------------------------------
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Irrevocable Trust No. 3 f/b/o
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 33,539
--------------------------------------------------------------------------------
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Irrevocable Trust No. 3 f/b/o
▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 33,539
--------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ TR & ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ TR
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Rev Trust UA 03/05/1993 859,811
--------------------------------------------------------------------------------
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Irrevocable Trust No. 3 dated
July 1, 1991 14,479
--------------------------------------------------------------------------------
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Irrevocable Trust No. 3 f/b/o
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 20,124
--------------------------------------------------------------------------------
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Irrevocable Trust No. 3 f/b/o
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 20,124
--------------------------------------------------------------------------------
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Irrevocable Trust No. 3 f/b/o
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 20,124
--------------------------------------------------------------------------------
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Irrevocable Trust No. 3 f/b/o
▇▇▇▇▇▇▇▇ ▇. Nikki 20,124
--------------------------------------------------------------------------------
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Irrevocable Trust No. 3 f/b/o
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. 20,123
--------------------------------------------------------------------------------