ARTICLE I THE OFFER Section 1.1 The Offer............................................... 2 --------- Section 1.2 Company Action.......................................... 4 -------------- ARTICLE II STOCK PURCHASE AND SALEAgreement and Plan of Merger • August 7th, 1998 • Fremont Partners Lp • Wholesale-motor vehicle supplies & new parts • Delaware
ANDRights Agreement • August 7th, 1998 • Fremont Partners Lp • Wholesale-motor vehicle supplies & new parts • Delaware
JOINT FILING AGREEMENT This will confirm the agreement by and between the undersigned that the Amendment No. 4 to the Statement on Schedule 13D (the "Statement") filed on or about this date with respect to Common Shares of Juno Lighting, Inc., a...Joint Filing Agreement • December 10th, 1999 • Fremont Partners Lp • Electric lighting & wiring equipment
This will confirm the agreement by and between the undersigned that the Amendment No. 4 to the Statement on Schedule 13D (the "Statement") filed on or about this date with respect to Common Shares of Juno Lighting, Inc., a Delaware corporation, is being filed on behalf of the entities listed below.
FREMONT INVESTORS I, L.L.C. FREMONT INVESTORS I CS, L.L.C. FREMONT PARTNERS, L.P. FP ADVISORS, L.L.C., FREMONT GROUP, L.L.C., FREMONT INVESTORS, INC., FREMONT PARTNERS, L.L.C.Joint Filing Agreement • February 14th, 2001 • Fremont Partners Lp • Electric lighting & wiring equipment
This will confirm the agreement by and between the undersigned that (i) the Amendment No. 10 to the Statement on Schedule 13D (the "Statement") filed on or about this date with respect to Common Stock of Juno Lighting, Inc., a Delaware corporation, and (ii) all future Amendments to the Statement, are being filed on behalf of the entities listed below.
JOINT FILING AGREEMENTJoint Filing Agreement • March 9th, 2000 • Fremont Partners Lp • Electric lighting & wiring equipment
This will confirm the agreement by and between the undersigned that the Amendment No. 4 to the Statement on Schedule 13D (the "Statement") filed on or about this date with respect to Common Shares of Juno Lighting, Inc., a Delaware corporation, is being filed on behalf of the entities listed below.
FREMONT INVESTORS I, L.L.C. FREMONT INVESTORS I CS, L.L.C. FREMONT PARTNERS, L.P. FP ADVISORS, L.L.C. FREMONT GROUP, L.L.C., FREMONT INVESTORS, INC., FREMONT PARTNERS, L.L.C.Joint Filing Agreement • June 8th, 2000 • Fremont Partners Lp • Electric lighting & wiring equipment
This will confirm the agreement by and between the undersigned that the Amendment No. 6 to the Statement on Schedule 13D (the "Statement") filed on or about this date with respect to Common Shares of Juno Lighting, Inc., a Delaware corporation, is being filed on behalf of the entities listed below.
EXHIBIT (c)(2) STOCKHOLDER AGREEMENTStockholder Agreement • August 7th, 1998 • Fremont Partners Lp • Wholesale-motor vehicle supplies & new parts • Delaware
STOCKHOLDERS VOTING AGREEMENTStockholders Voting Agreement • July 5th, 2005 • Fremont Partners Lp • Electric lighting & wiring equipment • Delaware
STOCKHOLDERS VOTING AGREEMENT, dated as of June 29, 2005 (this “Agreement”), by and among Square D Company, a Delaware corporation (“Parent”), and the stockholders of Juno Lighting, Inc. (the “Company”) identified as the signatories hereto (collectively, the “Principal Stockholders,” and each a “Principal Stockholder”).
AGREEMENT AND PLAN OF MERGER dated as of June 29, 2005 by and among SQUARE D COMPANY SCHNEIDER ELECTRIC SA HERA ACQUISITION CORP. and JUNO LIGHTING, INC.Agreement and Plan of Merger • July 5th, 2005 • Fremont Partners Lp • Electric lighting & wiring equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 29, 2005, is by and among Square D Company, a Delaware corporation (“Parent”), Hera Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Juno Lighting, Inc., a Delaware corporation (the “Company”), and solely for the purposes of Article IV and Section 9.12 of this Agreement, Schneider Electric SA (“Guarantor”).
