EXHIBIT C
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Voting Agreement") is dated as of
June 16, 1999 among Aptec Instruments Ltd., an Ontario corporation, to be
continued under the laws of New Brunswick ("Aptec"), and the holders of shares
of Common Stock of Nuclear Research Corporation, a Pennsylvania corporation (the
"Company"), identified on Schedule 1 (each a "Shareholder" and collectively, the
"Shareholders").
RECITALS
A. Aptec and Aptec Acquisition Corp., a wholly-owned
subsidiary of Aptec ("Newco") and the Company have entered into an Agreement and
Plan of Merger, dated as of the date hereof (the "Merger Agreement") providing
for the merger of the Company with and into Newco on the terms, and subject to
the conditions, set forth therein.
B. As an inducement to Aptec and Newco to enter into the
Merger Agreement and to incur the obligations set forth therein, the
Shareholders have agreed to enter into this Voting Agreement concurrently with
the execution and delivery of the Merger Agreement.
In consideration of the premises and the respective
representations, warranties, covenants, and agreements set forth herein, the
Shareholders agree as follows:
Section 1. Definitions. Capitalized terms used but not defined
herein will have the meanings ascribed to them in the Merger Agreement.
Section 2. Representations and Warranties of the Shareholders.
Each Shareholder, severally and not jointly, represents and warrants to Aptec in
respect to itself as follows:
(a) Authority. Such Shareholder has all requisite power and
authority to enter into this Voting Agreement and to comply with its obligations
hereunder. This Voting Agreement has been duly executed and delivered by such
Shareholder and constitutes the valid and binding obligation of such
Shareholder, enforceable in accordance with its terms except as may be limited
by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
other similar laws affecting creditors' rights generally and by equitable
principles of general applicability.
(b) Non-contravention. The execution and delivery of this
Voting Agreement do not, and compliance with such Shareholder's obligations
hereunder will not, (i) contravene or conflict with or constitute a violation of
any provision of any law, regulation, judgment, injunction, order or decree
binding upon or applicable to such Shareholder; (ii) result in a breach or
violation of or constitute a default (or an event that with the giving of notice
or the lapse of
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time or both would constitute a default) under or require any consent, approval
or authorization under any provision of any agreement for borrowed money that is
secured by a Lien upon the Company Common Stock owned by such Shareholder or any
trust or similar agreement applicable to the Company Common Stock owned by such
Shareholder.
(c) Ownership. Such Shareholder is the record and beneficial
owner of, and has valid title to, the shares of NRC Common Stock (the " Shares")
and the ▇▇▇▇▇▇▇ Warrants, if any, set forth opposite the name of such
Shareholder on Schedule 1, free and clear of any Lien (other than any Lien
deemed to be created hereby and restrictions on transfer arising under federal
and state securities laws).
Section 3. Agreement to Vote. Until the earlier of (i)
termination of the Merger Agreement pursuant to Section 7.01 thereof or (ii) the
Effective Time, each Shareholder, severally and not jointly, agrees that, at any
meeting of shareholders of the Company or at any adjournment thereof or in any
other circumstances upon which its vote, consent or approval is sought, such
Shareholder will vote, or cause to be voted, its Shares: (i) in favor of the
Merger, the approval and adoption of the Merger Agreement and each of the other
transactions contemplated by the Merger Agreement; and (ii) against (A) any
other merger agreement or other merger, consolidation, combination, sale of
substantial assets, reorganization, recapitalization, dissolution, liquidation
or winding up of or by the Company or any sale or exchange of any other
substantial part or all of the stock or assets of the Company (an "Acquisition
Transaction") or (B) any amendment to the Company's articles of incorporation or
by-laws or other proposal, which amendment or proposal would impede, frustrate,
prevent or nullify the Merger or the Merger Agreement or change the voting
rights of any class of capital stock of the Company.
Section 4. Covenants of the Shareholders. Until the
termination of this Voting Agreement pursuant to Section 5, each Shareholder,
severally and not jointly, agrees as follows:
(a) Except as otherwise provided in the immediately succeeding
sentence or pursuant to this Voting Agreement, such Shareholder will not: (i)
sell, transfer, pledge, assign or otherwise encumber or dispose of (a
"Transfer"), or enter into any contract, option or other arrangement with
respect to a Transfer of, such Shareholder's Shares to any Person other than
pursuant to the Merger or that certain Acquisition Agreement entered into
simultaneously herewith; or (ii) enter into any voting arrangement, whether by
proxy, power of attorney, voting agreement, voting trust or otherwise, in
connection with any Acquisition Transaction. Aptec acknowledges that the
Shareholders have pledged their shares in favor of First Union National Bank in
connection with the forbearance and Loan Restructure Agreement dated April 29,
1999.
(b) Such Shareholder will not solicit, initiate or knowingly
encourage the submission to the Company of any proposal relating to an
Acquisition Transaction or participate in any negotiations regarding, or furnish
any information to any Person for the purposes of encouraging, a proposal
relating to an Acquisition Proposal.
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Section 5. Termination. This Agreement will terminate on the
earlier of (i) October 31, 1999, (ii) the Effective Time or (iii) termination of
the Merger Agreement pursuant to Section 7.01 thereof.
Section 6. Shareholder Capacity. No Shareholder who is a
director or officer of the Company makes any agreement in this Voting Agreement
in his or her capacity as such director or officer. Each Shareholder is entering
into this Voting Agreement solely in such Person's capacity as a shareholder of
the Company. The provisions of this Voting Agreement shall not apply to actions
taken or omitted to be taken by any such Person in his or her capacity as a
director or officer of the Company.
Section 7. Miscellaneous.
(a) All notices, requests and other communications to any
party hereunder shall be in writing and shall be deemed to have been duly given
when delivered in person, by overnight courier or by facsimile to the respective
parties as follows:
If to Aptec:
Aptec Instruments Ltd.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to:
Torkin ▇▇▇▇▇ ▇▇▇▇▇ & Arbus
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
and a copy to:
▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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If to any of the Shareholders, to their respective addresses
set forth on Schedule A, with a copy to:
with a copy if on or before July 4, 1999 to:
Wolf, Block, ▇▇▇▇▇▇ and ▇▇▇▇▇-▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
and if after July 4, 1999 a copy to:
Wolf, Block, ▇▇▇▇▇▇ & ▇▇▇▇▇-▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
and a copy to:
Adelman, Lavine, Gold and ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
or such other address or facsimile number as such party may specify for the
purpose by written notice to the other parties. Each such notice, request or
other communication will be effective: (i) if delivered in person, when such
delivery is made at the address specified in this Section 7(a); (ii) if
delivered by overnight courier, the next business day after such delivery is
sent to the address specified in this Section 7(a); or (iii) if delivered by
facsimile, when such facsimile is transmitted to the facsimile number specified
in this Section 7(a) and the appropriate confirmation is received.
(b) The representations and warranties and agreements
contained herein and in any certificate or other writing delivered pursuant
hereto will not survive beyond the termination of this Voting Agreement.
(c) This Voting Agreement may not be amended except by an
instrument in writing signed on behalf of all the parties.
(d) This Voting Agreement will be construed in accordance with
and governed by the law of the State of New York applicable to agreements
entered into and to be performed wholly within such State.
(e) This Voting Agreement may not be amended terminated or
supplemented without the prior written consent of Eurisys Mesures SA., which is
simultaneously herewith entering into that certain Stock Acquisition Agreement
in reliance on the Shareholders' covenants and representations in this Voting
Agreement and is an intended third party beneficiary hereof.
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(f) This Voting Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Agreement will
become effective when each party shall have received counterparts hereof signed
by all of the other parties.
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IN WITNESS WHEREOF, each of the parties has caused this Voting
Agreement to be duly executed as of the day and year first above written.
APTEC INSTRUMENTS LTD.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
Title:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
ACKNOWLEDGED
EURISYS MESURES SA
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chairman & CEO
SCHEDULE 1
HOLDERS OF NRC COMMON STOCK AND OPTIONS