Exhibit 2.3
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the "Joinder Agreement") is entered into as of July
13, 1998 by the stockholder or stockholders ("Stockholders") of the common
stock, par value $.01 per share, of X.X. XXXXX CO., a Nevada corporation
("Xxxxx"), who execute this Joinder Agreement for the purpose of joining as
Signing Stockholders that certain Agreement and Plan of Merger and
Reorganization (the "Merger Agreement") dated June 12, 1998 by and among METRON
TECHNOLOGY B.V., a Netherlands corporation ("Purchaser"), METRON ACQUISITION
SUB, INC., a Nevada corporation and a wholly owned subsidiary of Purchaser
("Merger Sub"), and Xxxxx. Certain capitalized terms used in this Joinder
Agreement are defined in the Merger Agreement.
RECITALS
A. Purchaser, Merger Sub and Xxxxx have entered into the Merger Agreement
to effect a merger of Merger Sub with and into Xxxxx in accordance with the
Merger Agreement (the "Merger"). Upon consummation of the Merger, Merger Sub
will cease to exist, Xxxxx will become a wholly-owned subsidiary of Purchaser,
and the Stockholders of Xxxxx will be issued capital stock of Purchaser (the
"Purchaser Capital Stock").
B. The Stockholders signing below (the "Signing Stockholders") intend to
join into the Merger Agreement on the terms and conditions specified in this
Joinder Agreement and the Merger Agreement.
AGREEMENT
Signing Stockholders, intending to be legally bound, agree as follows:
SECTION 1. JOINDER TO MERGER AGREEMENT
1.1 JOINDER TO MERGER AGREEMENT. Upon the terms and subject to the
conditions set forth in this Joinder Agreement, as of the date set forth below
opposite each Signing Stockholder's signature, such Signing Stockholder agrees
to join into and be bound by the terms of the Merger Agreement, joining such
Merger Agreement as a "Signing Stockholder" as defined in the Merger Agreement.
SECTION 2. NOTICES
2.1 Any notices to the Signing Stockholders under this Joinder Agreement
or pursuant to Section 13.6 of the Merger Agreement shall be sent to the address
set forth below opposite such Signing Stockholder's name (or to such other
address or telecopier number as such party shall have specified in a written
notice given to the other parties hereto and the other parties to the Merger
Agreement).
SECTION 3. SIGNING STOCKHOLDER DISCLOSURE SCHEDULE
3.1 SIGNING STOCKHOLDER DISCLOSURE SCHEDULE. Attached as Exhibits X-0,
X-0, X-0, X-0, X-0 and A-6 are a Signing Stockholder Disclosure Schedule for
each of the Stockholders. If any such Stockholder executes this Joinder
Agreement, and becomes a Signing Stockholder, each such disclosure schedule
modifies the representations and warranties of such Signing Stockholder
contained in the Merger Agreement.
SECTION 4. SPOUSAL CONSENT
4.1 SPOUSAL CONSENT. The spouse of each Signing Stockholder, if any,
executes this Joinder Agreement for the purpose of the following (collectively,
the "Spousal Consent"):
(a) consenting to and approving the execution, delivery and performance by
the undersigned's spouse of the Transactional Agreements to be executed and
delivered by the undersigned's spouse, including (i) the Merger Agreement, (ii)
the Release, (iii) the Noncompetition Agreement, (iv) the Signing Stockholders'
Closing Certificate, (v) the Accession Agreement and (vi) the Employment
Agreement, if any, to be executed and delivered by the undersigned's spouse at
the Closing;
(b) consenting to and approving (i) the Merger pursuant to the Agreement
as a result of which the Shares held by the undersigned's spouse will be
converted into shares of Purchaser Capital Stock and (ii) the consummation of
the Transactions;
(c) agreeing that, upon consummation of the Merger, the undersigned's
entire interest (including, without limitation, the undersigned's entire
community property interest), if any, in the Shares shall be converted into the
right to receive shares of Purchaser Capital Stock (without the necessity of any
further signature or action on the part of, or any notice to, the undersigned);
(d) representing and warranting that, at the Closing, the undersigned will
not have assigned or transferred to any Person, any interest in, or any right or
claim against or with respect to, any of the Shares;
(e) agreeing that the undersigned will not assign or transfer (and will
not purport, commit, offer, agree or attempt to assign or transfer), to any
Person, any interest in, or any right to claim against or with respect to, any
of the Shares, other than as contemplated under the Merger Agreement; provided,
however, that this clause (e) shall be void and of no effect upon any
termination of the Merger Agreement;
(f) agreeing to execute and deliver any document, and to take any other
action, that Purchaser may reasonably request for the purpose of facilitating,
consummating at Closing or evidencing any of the Transactions to which the
undersigned's spouse is a party;
(g) representing and warranting that the undersigned has had the
opportunity to obtain legal advice from counsel of the undersigned's own
choosing, as to the undersigned's legal rights and as to the legal effect of the
Spousal Consent; and
(h) agreeing that the representations, warranties, covenants, obligations
and other provisions set forth in this Spousal Consent shall survive the
Closing, notwithstanding any investigation conducted with respect thereto or any
Knowledge of Purchaser or Merger Sub, but shall automatically terminate and be
void and of no effect in the event of any termination of the Merger Agreement.
The parties hereto have caused this Joinder Agreement to be executed and
delivered and to be effective, with respect to any Signing Stockholder, as of
the date set forth below opposite such Signing Stockholder's signature.
Address: Date of Execution:
7/7/98 \s\ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx
\s\ Xxxxxxx Xxx Xxxxxx
----------------------------
Spouse of Xxxxxxx X. Xxxxxx
(For the purposes specified in
Section 4)
Address: Date of Execution:
July 7, 1998 \s\ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx
none
----------------------------
Spouse of Xxxxxxx X. Xxxxxx
(For the purposes specified in
Section 4)
Address: Date of Execution:
6-12-98 \s\ C. Xxxxx Xxxxxxxxx
Spouse 7-9-98 ----------------------------
C. Xxxxx Xxxxxxxxx
\s\ Xxxxxx X. Xxxxxxxxx
----------------------------
Spouse of C. Xxxxx Xxxxxxxxx
(For the purposes specified in
Section 4)
Address: Date of Execution:
6-12-98 \s\ Xxxx X. Xxxxx, Xx.
Spouse 7-9-98 ----------------------------
Xxxx X. Xxxxx, Xx.
\s\ Xxxxxxx Xxxxx
----------------------------
Spouse of Xxxx X. Xxxxx, Xx.
(For the purposes specified in
Section 4)
Address: Date of Execution:
--------------------
-------------------- ------------------
-------------------- ----------------------------
Xxx X. Xxxxxx
----------------------------
Spouse of Xxx X. Xxxxxx.
(For the purposes specified in
Section 4)
Address: Date of Execution:
7/10/98 \s\ Xxxxx X. Xxxxxxxxx
----------------------------
Xxxxx X. Xxxxxxxxx, as Trustee
of the X.X. Xxxxx Company
cc: Xx. Xxxx Xxxxx Employee Stock Ownership
Xxxxxxx & Xxxxx Trust (As Amended and
Restated, Effective March 17,
1997)