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Voting Agreement

 

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Title:

Voting Agreement

Entities:

Luminex Corp.

Date:

2006

Size:

Preview shows 6KB of 32KB total

Price:

$32

ID:

#2667796

 

 

► Corporate ► Voting Agreements
► Biotech & Drugs ► Commercial Physical & Biological Research

 

 

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VOTING AGREEMENT
     VOTING AGREEMENT, dated as of December ___, 2006 (this Agreement), by and among each of the shareholders identified in Schedule I hereto (each of the foregoing, a Shareholder and, collectively, the Shareholders) and Luminex Corporation, a Delaware corporation (Parent).
     WHEREAS, concurrently with the execution of this Agreement, Parent and Tm Bioscience Corporation, a corporation existing under the laws of the Province of Ontario (TMB or the Company), are entering into a Merger Agreement, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the Merger Agreement) pursuant to which, among other things, Parent proposes to acquire (the Arrangement) all of the outstanding common shares in the capital of the Company (the Common Shares) by way of a Plan of Arrangement under the Business Corporations Act (Ontario).
     WHEREAS, as of the date hereof, each Shareholder Beneficially Owns the number of Common Shares set forth opposite such Shareholders name on Schedule I hereto.
     WHEREAS, as a condition and inducement to Parent entering into the Merger Agreement, Parent has required that the Shareholders agree, and the Shareholders have agreed, to enter into this agreement and abide by the covenants and obligations with respect to the Covered Shares set forth herein.
     NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
     Section 1.01 Capitalized Terms. For the purposes of this Agreement, capitalized terms used and not defined herein shall have the respective means ascribed to them in the Merger Agreement
     Section 1.02 Other Definitions. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below.
     (a) Beneficial Ownership by a person of any securities includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security, and shall include beneficial ownership as defined in the Securities Act; provided that for purposes of determining Beneficial Ownership, a person shall be deemed to be the Beneficial Owner of any securities which such person has, at any time during the term of this Agreement, the right to acquire upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing). The terms Beneficially Own and Beneficially Owned shall have a correlative meaning.


 

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     (b) control (including the terms controlled by and under common control with), with respect to the relationship between or among two or more persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, as trustee or executor, by contract or any other means.
     (c) Covered Shares means, with respect to any Shareholder, such Shareholders Existing Shares, together with any Common Shares or other voting share capital of the Company and any securities convertible into or exercisable or exchangeable for Common Shares or other voting share capital of the Company, in each case that such Shareholder acquires Beneficial Ownership of on or after the date hereof
     (d) Encumbrance means any security interest, pledge, mortgage, lien (statutory or other), charge, option to purchase, lease or other right to acquire any interest or any claim, restriction, covenant, title defect, hypothecation, assignment, deposit arrangement or other encumbrance of any kind or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement), excluding restrictions under securities laws.
     (e) Existing Shares means, with respect to each Shareholder, the number of Common Shares Beneficially Owned (and except as may be set forth on Schedule I hereto, owned of record) by such Shareholder, as set forth opposite such Shareholders name on Schedule I hereto.

 

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