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Exhibit 4.2
COMPANY STOCKHOLDERS VOTING AGREEMENT
This COMPANY STOCKHOLDERS VOTING AGREEMENT (the "AGREEMENT"), dated as of
this 29th day of June 2001, is entered into by and among ▇▇▇▇ LABORATORIES,
INC., a New York corporation ("PARENT"), SOLVAY PHARMACEUTICALS, INC., a Georgia
corporation ("SOLVAY"), Mr. E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Executive Officer and
Chairman of the Board of Directors of DURAMED PHARMACEUTICALS, INC., a Delaware
corporation (the "COMPANY" and Mr. E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is hereinafter
"▇▇▇▇▇▇▇▇"), and those other individuals who are directors of the Company listed
on Part A of Schedule I hereto. As used herein, each Solvay, ▇▇▇▇▇▇▇▇ and the
individuals listed on Part A of Schedule I hereto shall individually be referred
to as a "STOCKHOLDER" and collectively, the "STOCKHOLDERS."
W I T N E S S E T H:
WHEREAS, Parent, Beta Merger Sub I, Inc., a Delaware corporation ("MERGER
SUB"), and the Company have entered into an Agreement and Plan of Merger of even
date herewith (as the same may be amended from time to time, the "MERGER
AGREEMENT"), pursuant to which the parties thereto have agreed, upon the terms
and subject to the conditions set forth therein, to merge the Merger Sub with
and into the Company (the "MERGER");
WHEREAS, as of the date hereof, each Stockholder is the record or
Beneficial Owner (as defined below) of the number of shares (the "SHARES") of
common stock, par value $0.01 per share, of the Company (the "COMPANY COMMON
STOCK"), set forth next to each such Stockholder's name on Part A of Schedule I
hereto; and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has required that each Stockholder agree, and each Stockholder
is willing to agree, to the matters set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the agreements set
forth below, the parties hereto agree as follows:
1. Definitions. Capitalized terms not expressly defined in this
Agreement shall have the meanings ascribed to them in the Merger Agreement.
For purposes of this Agreement:
(a) "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" with respect to any
securities shall mean having voting power with respect to such securities
(as determined pursuant to Rule 13d-3(a)(1) under the Exchange Act),
including pursuant to any agreement, arrangement or understanding, whether
or not in writing.
(b) "TERMINATION DATE" shall mean the date of the termination of the
Merger Agreement pursuant to the terms thereof.
2. Voting Agreement. From the date of this Agreement and ending on
the first to occur of the Effective Time or the Termination Date, each
Stockholder hereby agrees to vote (or cause to be voted) all of such
Stockholder's Shares (and any and all securities issued or issuable in
respect thereof) which such Stockholder is entitled to vote,
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at any annual, special or other meeting of the stockholders of the
Company, and at any adjournment or adjournments thereof, in favor of the
Merger and the transactions contemplated by the Merger Agreement.
3. Covenants, Representations and Warranties of the Stockholders and
Parent.
(a) Each Stockholder hereby represents, warrants and covenants to
Parent as follows with respect to itself:
(i) Ownership. As of the date of this Agreement, the
Stockholder is either (A) the record and Beneficial Owner of, or (B)
the Beneficial Owner but not the record holder of, the number of
issued and outstanding Shares set forth next to such Stockholder's
name on Part A of Schedule I hereto and any Options set forth next
to such Stockholder's name on Part B of Schedule I hereto. As of the
date of this Agreement, the Shares set forth next to such
Stockholder's name on Part A of Schedule I hereto constitute all of
the issued and outstanding Shares owned of record or Beneficially
Owned by the Stockholder. Except as otherwise set forth in Part A to
Schedule I hereto, the Stockholder has the sole power to agree to
all of the matters set forth in this Agreement, in each case with
respect to all of the Shares set forth next to such Stockholder's
name on Part A of Schedule I hereto, with no material limitations,
qualifications or restrictions on such rights, subject to applicable
securities Laws and the terms of this Agreement.
(ii) Power; Binding Agreement. The Stockholder has the legal
capacity, power and authority to enter into and perform all of the
Stockholder's obligations under this Agreement. This Agreement has
been duly and validly executed and delivered by the Stockholder and
(assuming that this Agreement has been duly and validly executed by
the other signatories hereto) constitutes a valid and binding
agreement of the Stockholder, enforceable against the Stockholder in
accordance with its terms (except as such enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium, or similar laws of general applicability
relating to or affecting creditors' rights generally and by general
equitable principles (regardless of whether enforceability is
considered in a proceeding in equity or at law)). There is no
beneficiary or holder of a voting trust certificate or other
interest of any trust of which the Stockholder is trustee whose
consent is required for the execution and delivery of this Agreement
or the consummation by the Stockholder of the transactions
contemplated hereby. If the Stockholder is an individual and married
and the Stockholder's Shares constitute community property, this
Agreement has been duly authorized, executed and delivered by, and
constitutes a valid and binding agreement of, the Stockholder's
spouse, enforceable against such person in accordance with its terms
(except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or similar Laws affecting
creditors' rights generally and by general equitable principles
(regardless of whether enforceability is considered in a proceeding
in equity or at Law)).
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(iii) No Encumbrances. Except as required by Section 2 hereof,
at all times during the term hereof, all of the Shares will be held
by the Stockholder, or by a nominee or custodian for the benefit of
the Stockholder, or by a family member or Affiliate of the
Stockholder (subject to the conditions set forth in clause (v)
below) free and clear of all Liens.
(iv) Restriction on Transfer, Proxies and Non-Interference.
Except as otherwise contemplated by the Merger Agreement or this
Agreement, from and after the date of this Agreement and ending on
the first to occur of the Effective Time or the Termination Date,
the Stockholder shall not (A) offer for sale, sell, transfer,
tender, pledge, encumber, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with
respect to or consent to the offer for sale, sale, transfer, tender,
pledge, encumbrance, assignment or other disposition of (each, a
"TRANSFER") any or all of the Shares, or any interest therein, (B)
grant any proxies or powers of attorney, deposit any Shares into a
voting trust or enter into a voting agreement with respect to any
Shares, (C) enter into any agreement or arrangement providing for
any of the actions described in clause (A) or (B) above, or (D) take
any action that would reasonably be expected to have the effect of
preventing or disabling the Stockholder from performing the
Stockholder's obligations under this Agreement, unless transferees
agree to be bound by the terms of this Agreement.
(v) Litigation. There is no action pending, or to the
Knowledge of the Stockholder, threatened against or affecting the
Stockholder, nor is there any judgment, decree, injunction or order
of any applicable Governmental Entity or arbitrator outstanding
against the Stockholder which would prevent the carrying out of this
Agreement or the Merger Agreement or any of the transactions
contemplated hereby or thereby, declare unlawful the transactions
contemplated hereby or thereby or cause such transactions to be
rescinded.
(vi) Documents Received. The Stockholder acknowledges
receipt of a copy of the Merger Agreement, including all
schedules and exhibits thereto.
(vii) Further Assurances. From time to time, at Parent's
request and without further consideration, the Stockholder shall
execute and deliver such additional documents as may be reasonably
necessary or desirable to consummate and make effective, the
transactions contemplated by this Agreement.
(b) Parent hereby represents, warrants and covenants to the
Stockholders as follows:
(i) Organization, Standing and Corporate Power. Parent is a
corporation duly organized, validly existing and in good standing
under the Laws of its jurisdiction of organization, with full
corporate power and authority to own its properties and carry on its
business as presently conducted. Parent has the corporate power and
authority to enter into and perform all of its obligations
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under this Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and
delivered by Parent and (assuming this Agreement is duly and validly
executed and delivered by the other signatories hereto) constitutes
a valid and binding agreement of Parent, enforceable against Parent
in accordance with its terms (except as such enforceability may be
limited by applicable bankruptcy, fraudulent transfer,
reorganization, moratorium or similar laws of general applicability
relating to or affecting creditors' rights generally and by general
equitable principles (regardless of whether enforceability is
considered a proceeding in equity or at Law)).
(ii) No Conflicts. No filing with, and no permit,
authorization, consent or approval of, any Person is necessary for
the execution of this Agreement by either Parent and the
consummation by Parent of the transactions contemplated hereby,
except where the failure to obtain such consent, permit,
authorization, approval or filing would not interfere with its
ability to perform its obligations hereunder, and none of the
execution and delivery of this Agreement by Parent, the consummation
by Parent of the transactions contemplated hereby or compliance by
Parent with any of the provisions hereof shall (A) conflict with or
result in any breach of any applicable organizational documents
applicable to Parent, (B) result in a violation or breach of, or
constitute (with or without notice or lapse of time or both) a
default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of
the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any
kind to which Parent is a party or by which Parent or any of
Parent's properties or assets may be bound, (C) require any consent,
approval, authorization or permit of, registration, declaration or
filing with, or notification to, any Governmental Entity, or (D)
violate any Legal Provision applicable to Parent or any of Parent's
properties or assets, in each such case except to the extent that
any conflict, breach, default or violation would not interfere with
the ability of Parent to perform its obligations hereunder.
(iii) Execution, Delivery and Performance by Parent. The
execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly
and validly authorized by the Board of Directors of Parent, and
Parent has taken all other actions required by Law and its
organizational documents to consummate the transactions contemplated
by this Agreement.
4. Recapitalization; Option Exercise. In the event of a stock dividend or
distribution, or any change in the Shares (or any class thereof) by reason of
any split-up, recapitalization, combination, exchange of shares or the like, the
term "Shares" shall include, all such stock dividends and distributions and any
shares into which or for which any or all of the Shares (or any class thereof)
may be changed or exchanged as may be appropriate to reflect such event. The
term "Shares" shall also include any shares of Company Common Stock acquired by
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any Stockholder after the date of this Agreement and before the first to occur
of the Effective Time or the Termination Date.
5. Irrevocable Proxy. Each Stockholder hereby grants to, and appoints,
Parent, the Secretary of Parent, any Assistant Secretary of Parent and the Chief
Financial Officer of Parent, in their respective capacities as officers of
Parent, and any individual who shall hereafter succeed to any such office of
Parent, and any other designee of Parent, each of them individually, the
Stockholder's irrevocable proxy (with full power of substitution) to vote the
Stockholder's Shares in favor of the Merger and the transactions contemplated by
the Merger Agreement at any meeting of stockholders of the Company or any
adjournment thereof. Each Stockholder agrees that such proxy is irrevocable
until this Agreement is terminated in accordance with Section 10 hereof and
coupled with an interest and will take such further action or execute such other
instruments as may be necessary to effectuate the intent of this proxy and
hereby revokes any proxy previously granted by the Stockholder with respect to
the Shares.
6. Information. Each Stockholder will provide all information
reasonably requested by Parent for inclusion in the Joint Proxy Statement and
the Registration Statement.
7. Stockholder Capacity. No Stockholder makes any agreement or
understanding herein in the capacity of a director or officer of the Company.
Each Stockholder executes this Agreement solely in such Stockholder's capacity
as a record owner and/or Beneficial Owner of the Shares and nothing herein shall
limit or affect any actions taken by such Stockholder or any designee of such
Stockholder in such Stockholder's capacity, if any, as a director or officer of
the Company or any of its Subsidiaries; provided, however, that no such duty as
a director or officer of the Company shall excuse any Stockholder from its
obligations as a Stockholder to vote the Shares, to the extent that they may be
so voted, or otherwise perform any obligation as herein provided and to
otherwise comply with the terms and conditions of this Agreement.
8. Indemnification. Parent shall, to the fullest extent permitted under
applicable Law, indemnify and hold harmless each Stockholder against any costs
or expenses (including attorneys' fees as provided below), judgments, fines,
losses, claims, damages, liabilities and amounts paid in settlement in
connection with any claim, action, suit, proceeding or investigation by or on
behalf of the Company, the Surviving Corporation or any stockholder of the
Company asserting any breach by the Stockholder of any fiduciary duty on such
Stockholder's part to the Company, the Surviving Corporation or the other
stockholders of the Company by reason of the Stockholder entering into this
Agreement, for a period of two years after the later of the date hereof and the
Effective Date. If a Stockholder seeks indemnification from Parent for any such
claim, action, suit, proceeding or investigation (whether arising before or
after the termination of this Agreement), (a) Parent shall pay the fees and
expenses of one counsel selected by such Stockholder and reasonably acceptable
to Parent to represent such Stockholder in connection therewith promptly after
statements therefor are received, and (b) Parent will cooperate in the defense
of any such matter; provided, however, that Parent shall not be liable for any
settlement effected without its written consent (which consent shall not be
unreasonably withheld); provided, further, that in the event that any claim or
claims for indemnification under this Section 9 are asserted or made within such
two-year period, all rights to indemnification in respect of any such claim or
claims shall continue until the final disposition of any and all such
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claims. This Section 9 shall survive until the latest of the following: (i) two
years from the later of the date hereof and the Effective Date, (ii) the
termination of this Agreement, and (iii) the final disposition of all claims for
indemnification asserted or made within such two-year period.
9. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof
and supersedes all other prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereof.
(b) Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or
terminated, except upon the execution and delivery of a written
agreement executed by the parties hereto.
(c) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly received if so given) by hand delivery,
telegram, telex or telecopy, or by mail (registered or certified mail,
postage prepaid, return receipt requested) or by any courier service, such
as Federal Express, providing proof of delivery. Except for Parent whose
address is set forth below, all communications hereunder shall be
delivered to the respective parties at the addresses set forth on Part A
of Schedule I hereof.
If to Parent: ▇▇▇▇ Laboratories, Inc.
▇ ▇▇▇▇▇▇ ▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: Winston & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as the Person to whom notice is given may have
previously furnished to the others in writing in the manner set forth
above.
(d) Severability. Whenever possible, each provision or portion of
any provision of this Agreement will be interpreted in such manner as to
be effective and valid under applicable law but if any provision or
portion of any provision of this Agreement is held to be invalid, illegal
or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not
affect any other provision or portion of any provision in such
jurisdiction, and this Agreement will be reformed, construed and enforced
in such jurisdiction as if such
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invalid, illegal or unenforceable provision or portion of any provision
had never been contained herein.
(e) Specific Performance. Each of the parties hereto recognizes and
acknowledges that a breach by any party of any covenants or agreements
contained in this Agreement will cause the other party to sustain damages
for which they would not have an adequate remedy at law for money damages,
and therefore each of the parties hereto agrees that in the event of any
such breach the other party shall be entitled to the remedy of specific
performance of such covenants and agreements and injunctive and other
equitable relief in addition to any other remedy to which they may be
entitled, at law or in equity.
(f) Remedies Cumulative. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise
of any other such right, power or remedy by such party.
(g) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise
available in respect hereof at Law or in equity, or to insist upon
compliance by any other party hereto with its obligations hereunder, and
any custom or practice of the parties at variance with the terms hereof,
shall not constitute a waiver by such party of its right to exercise any
such or other right, power or remedy or to demand such compliance.
(h) No Third Party Beneficiaries. This Agreement is not intended to
be for the benefit of, and shall not be enforceable by, any person or
entity who or which is not a party hereto; provided that, in the event of
a Stockholder's death, the benefits and obligations of such Stockholder
hereunder shall inure to his successors and heirs.
(i) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the Laws of the State of Delaware,
without regard to any applicable conflicts of law.
(j) Jurisdiction. Each of the parties hereto (a) consents to submit
itself to the personal jurisdiction of any court located in the State of
Delaware in the event any dispute arises out of this Agreement or any of
the transactions contemplated by this Agreement, (b) agrees that it will
not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court and (c) agrees that it will
not bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than a federal or state
court sitting in the State of Delaware.
(k) Descriptive Headings. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to
be part of or to affect the meaning or interpretation of this Agreement.
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(l) Counterparts. This Agreement may be executed in counterparts
(including by facsimile), 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 not be effective as to any party hereto
until such time as this Agreement or a counterpart thereof has been
executed and delivered by each party hereto.
10. Termination. This Agreement shall terminate without any further
action on the part of any party hereto on the first to occur of the Effective
Time or the Termination Date.
[Signature Page Follows]
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COMPANY STOCKHOLDERS VOTING AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
▇▇▇▇▇▇▇▇ and the individuals listed on Part A of Schedule I hereto and duly
authorized officer of Parent and Solvay on the day and year first written above.
▇▇▇▇ LABORATORIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
SOLVAY PHARMACEUTICALS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President & CEO
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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SIGNATURE PAGE TO COMPANY STOCKHOLDERS VOTING
AGREEMENT FOR INDIVIDUAL STOCKHOLDERS
/s/ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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SIGNATURE PAGE TO COMPANY STOCKHOLDERS VOTING
AGREEMENT FOR INDIVIDUAL STOCKHOLDERS
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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SIGNATURE PAGE TO COMPANY STOCKHOLDERS VOTING
AGREEMENT FOR INDIVIDUAL STOCKHOLDERS
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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SIGNATURE PAGE TO COMPANY STOCKHOLDERS VOTING
AGREEMENT FOR INDIVIDUAL STOCKHOLDERS
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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SIGNATURE PAGE TO COMPANY STOCKHOLDERS VOTING
AGREEMENT FOR INDIVIDUAL STOCKHOLDERS
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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SIGNATURE PAGE TO COMPANY STOCKHOLDERS VOTING
AGREEMENT FOR INDIVIDUAL STOCKHOLDERS
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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SIGNATURE PAGE TO COMPANY STOCKHOLDERS VOTING
AGREEMENT FOR INDIVIDUAL STOCKHOLDERS
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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SCHEDULE 1
NAME AND ADDRESS PART A PART B
Solvay Pharmaceuticals, Inc. 3,000,000 0
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 812,658 Direct 830,944 (exercisable)
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 119,025 Indirect 538,428 (not
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ exercisable)
▇. ▇▇▇▇▇▇▇▇▇▇▇▇ 72,094 Direct 35,000 (exercisable)
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 125,465 Indirect 5,000 (not exercisable)
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 9,343 Direct 35,000 (exercisable)
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ 10,000 (not
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ exercisable)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 51,646 Direct 121,200 (exercisable)
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 17,798 Indirect 127,800 (not
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ exercisable)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 178 Direct 10,000 (not
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇)
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 178 Direct 15,000 (exercisable)
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 120,000 Indirect (By 15,000 (not
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Spouse) exercisable)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 41,343 Direct 40,000 (exercisable)
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 16,000 Indirect (By 5,000 (not exercisable)
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Spouse)
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 3,473 Direct 17,000 (exercisable)
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 13,000 (not
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ exercisable)
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