VOTING AND NOTEHOLDER AGREEMENTVoting and Noteholder Agreement • December 5th, 2005 • Visual Networks Inc • Services-prepackaged software • Delaware
This VOTING AND NOTEHOLDER AGREEMENT (this “Agreement”), dated as of December 1, 2005, is by and among Fluke Electronics Corporation, a Delaware corporation (the “Buyer”), HEA Corporation, a Delaware corporation and a wholly-owned subsidiary of the Buyer (the “Transitory Sub”), and each entity listed in Exhibit I hereto (each, a “Noteholder” and together, the “Noteholders”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG FLUKE ELECTRONICS CORPORATION, HEA CORPORATION AND VISUAL NETWORKS, INC. DATED AS OF DECEMBER 1, 2005Agreement and Plan of Merger • December 5th, 2005 • Visual Networks Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 1, 2005, is by and among Fluke Electronics Corporation, a Delaware corporation (the “Buyer”), HEA Corporation, a Delaware corporation and a wholly-owned subsidiary of the Buyer (the “Transitory Subsidiary”), and Visual Networks, Inc., a Delaware corporation (the “Company”).
