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IOMED LLC
|
SC 13D
May 29, 5:15 PM ET
IOMED INC SC 13D
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Contents
5
In addition, Ridgestone Corporation has also agreed, during the Voting Period, to vote or execute consents, as applicable, with respect to the Ridgestone Subject Shares beneficially owned by it as of the applicable record date (or cause to be voted or a consent to be
executed with respect to the Ridgestone Subject Shares beneficially owned by it as of the applicable record date) against each of the matters set forth in clauses (i) or (ii) below at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the following matters: (i) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries that would reasonably be expected to, in any material respect, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Transaction or the other transactions contemplated by the Merger Agreement; or (ii) any Acquisition Proposal (as defined below), other than an Acquisition Proposal made by ReAble.
In addition, pursuant to the Ridgestone Voting Agreement, Ridgestone Corporation has agreed, during the Voting Period, not to transfer any or all of the Ridgestone Subject Shares beneficially owned by Ridgestone Corporation or deposit any Ridgestone Subject Shares beneficially owned by Ridgestone Corporation in a voting trust or subject any of such Ridgestone Subject Shares beneficially owned by Ridgestone Corporation to any arrangement or agreement with any person (other than ReAble) with respect to the voting or the execution of consents with respect to any such Ridgestone Subject Shares that would reasonably be expected to restrict Ridgestone Corporation’s ability to comply with and perform Ridgestone Corporation’s covenants and obligations under the Ridgestone Voting Agreement.
In addition, each Management Holder has also agreed, during the Voting Period, to vote or execute consents, as applicable, with respect to the Management Subject Shares beneficially owned by him as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Management Subject Shares beneficially owned by him as of the applicable record date) against each of the matters set forth in clauses (i) or (ii) below at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed
action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the following matters: (i) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries that would reasonably be expected to, in any material respect, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Transaction or the other transactions contemplated by the Merger Agreement; or (ii) any Acquisition Proposal, other than an Acquisition Proposal made by ReAble.