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Title: |
Voting Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
Preview shows 8KB of 25KB total |
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Price: |
$36 |
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ID: |
#2896443 |
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VOTING AGREEMENT
This VOTING AGREEMENT (this Agreement) is entered into as of May 17, 2007, by and among ReAble Therapeutics, Inc., a Delaware corporation (Parent), Spartan Acquisition Corp., a Utah corporation (Merger Sub), and Ridgestone Corporation, a Delaware corporation (the Shareholder).
W I T N E S S E T H:
WHEREAS, as of the date of this Agreement, the Shareholder beneficially owns, in the aggregate, 1,505,301 shares of Common Stock, no par value per share (the Common Stock), of Iomed, Inc., a Utah corporation (the Company);
WHEREAS, concurrently herewith, the Company, Parent and Merger Sub are entering into an Agreement and Plan of Merger, dated as of this date, as the same may be amended (the Merger Agreement), pursuant to which Merger Sub will merge with and into the Company and the Company will continue its existence as the surviving corporation (the Merger), and each share of Common Stock owned by the Shareholder will be converted into the right to receive cash in accordance with the terms of the Merger Agreement; and
WHEREAS, as a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement, and as an inducement and in consideration therefor, Parent and Merger Sub have required that the Shareholder agree, and the Shareholder has agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained in this Agreement, the parties, intending to be legally bound, hereby agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1 Defined Terms. For purposes of this Agreement, terms used in this Agreement that are defined in the Merger Agreement but not in this Agreement shall have the respective meanings ascribed to them in the Merger Agreement.
SECTION 1.2 Other Definitions. For purposes of this Agreement:
(a) New Shares means any shares of capital stock of the Company (other than Owned Shares) over which the Shareholder acquires beneficial ownership at any time from and after the date of this Agreement through the termination of the Voting Period.
(b) Owned Shares means all of the shares of Common Stock beneficially owned by the Shareholder as of the date of this Agreement. The Owned Shares consist of 1,505,301 shares of Common Stock held by the Shareholder. In the event of a stock dividend or distribution, or any change in the Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the Owned Shares shall be deemed to refer to and include the Owned Shares (as defined in the first sentence of this paragraph) as well as all stock dividends and distributions and any securities into which or for
which any or all of those Owned Shares may be changed or exchanged or which are received in the transaction.
(c) Representative means, with respect to any particular person, any director, officer, employee, accountant, consultant, legal counsel, investment banker, advisor, agent or other representatives of that person.
(d) Transfer means sell, transfer, tender, pledge, encumber, hypothecate, assign or otherwise dispose, by operation of law or otherwise such that the Shareholder is not the beneficial owner of the relevant Owned Shares and New Shares.
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