Exhibit 10.2
[Execution Version]
VOTING AGREEMENT
This VOTING AGREEMENT (this “
Agreement ”), dated as of September 29, 2005,
among AmeriPath Holdings, Inc. a Delaware corporation (“
Parent ”), and the individuals and entities listed on
the signature pages hereof (each a “ Founder Party
” and collectively, the “ Founder Parties
”).
RECITALS
WHEREAS, Specialty Laboratories,
Inc. is a company organized under the laws of the State of
California (the “ Company ”), and each Founder
Party owns the number of shares of Common Stock, no par value per
share, of the Company (the “ Company Common Stock
”) set forth opposite such Founder Party’s name on
Schedule I hereto (such shares of Common Stock, together
with any other shares of capital stock of the Company acquired by
any Founder Parties after the date hereof and during the term of
this Agreement, being collectively referred to herein as the
“ Subject Shares ”);
WHEREAS, concurrently with the
execution and delivery of this Agreement, Parent, AmeriPath, Inc.
(“ Opco ”), the Company and Silver Acquisition
Corp., a company organized under the laws of the State of
California and a wholly owned subsidiary of Opco (“ Merger
Sub ”), are entering into an Agreement and Plan of Merger
(as the same may from time to time be modified, supplemented or
restated, the “ Merger Agreement ”) providing
for the merger of Merger Sub with and into the Company (the “
Merger ”) upon the terms and subject to the conditions
set forth therein; and
WHEREAS, as a condition to entering
into the Merger Agreement, Parent has required that the Founder
Parties enter into this Agreement, and the Founder Parties desire
to enter into this Agreement to induce Parent to enter into the
Merger Agreement;
NOW, THEREFORE, in consideration of
the foregoing and the representations, warranties, covenants and
agreements herein contained, the parties hereto, intending to be
legally bound, hereby agree as follows:
ARTICLE I.
Representations of the Founder
Parties
Each Founder Party, severally and
not jointly, represents and warrants to Parent as
follows:
SECTION 1.01 Organization;
Authority; Execution and Delivery, Enforceability . Such
Founder Party, if it is not an individual, is duly organized,
validly existing and in good standing under the laws of the
jurisdiction in which it is organized. Such Founder Party
(a) if it is not an individual, has all requisite power and
authority, and (b) if he or she is an individual, has the
legal capacity, in each case to execute and deliver this Agreement
and to consummate the
transactions contemplated hereby. The execution
and delivery by such Founder Party, if it is not an individual, of
this Agreement and the consummation by such Founder Party of the
transactions contemplated hereby have been duly authorized by all
necessary action on the part of such Founder Party. Such Founder
Party has duly executed and delivered this Agreement, and this
Agreement constitutes, such Founder Party’s legal, valid and
binding obligation, enforceable against him, her or it in
accordance with its terms. If such Founder Party is married and the
Subject Shares of such Founder Party constitute community property
or otherwise need spousal or other approval for this Agreement to
be legal, valid and binding with respect to such Subject Shares,
this Agreement has been duly authorized, executed and delivered by,
and constitutes a valid and binding agreement of, such Founder
Party’s spouse, enforceable against such spouse in accordance
with its terms. If such Founder Party is a trust, no consent of any
beneficiary is required for the execution and delivery of this
Agreement or the consummation of the transactions contemplated
hereby.
SECTION 1.02 No Conflicts .
The execution and delivery by such Founder Party of this Agreement
do not, and the consummation of the transactions contemplated
hereby, and compliance with the terms hereof will not, conflict
with, or result in any violation of or default (with or without
notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation, modification or acceleration of any
obligation or to loss of a material benefit under, or result in the
creation of any pledges, liens, hypothecations, claims, charges,
mortgages, encumbrances and security interests of any kind or
nature whatsoever (collectively, “ Liens ”) upon
any of the properties or assets of such Founder Party under, any
provision of (i) the charter or organizational documents of
such Founder Party, if it is not an individual, (ii) any
contract, lease, license, loan, credit agreement, indenture, note,
bond, mortgage, deed of trust, agreement, permit, obligation,
concession, franchise or other instrument (collectively, “
Contracts ”) to which the such Founder Party is a
party or by which any of its respective properties or assets is
bound or (iii) any writ, judgment, order, award, consent
decree, waiver, stipulation, subpoena, citation, notice, summons,
restraining order, injunction, stay, ruling or decree
(collectively, “ Judgments ”), or statute, law
(including common law), ordinance, rule (including any New York
Stock Exchange or other stock exchange rule or listing requirement)
or regulation (collectively, “ Laws ”)
applicable to such Founder Party or its respective properties or
assets.
SECTION 1.03 Subject Shares .
Such Founder Party is the record and beneficial owner of, or is
trustee of a trust that is the record holder of and whose
beneficiaries are the beneficial owners of, and has good and
marketable title to, the Subject Shares set forth opposite such
Founder Party’s name on Schedule I hereto, free and
clear of any Lien. Such Founder Party does not own, of record or
beneficially, any shares of capital stock or securities exercisable
or exchangeable for, or convertible into, shares of capital stock
of the Company other than the Subject Shares set forth opposite
such Founder Party’ name on Schedule I hereto. Such
Founder Party has the sole right to vote, or to dispose, of such
Subject Shares, and none of such Subject Shares is subject to any
Contract or restriction with respect to the voting of such Subject
Shares, except as contemplated by this Agreement. There are no
Contracts or arrangements of any kind, contingent or otherwise,
obligating such Founder Party to sell, transfer, assign, grant a
participation interest in, option pledge, hypothecate or otherwise
dispose or encumber (each, a “ Transfer ”), or
cause to be Transferred, any of the Subject Shares, and no
individual, firm, corporation, partnership, company, limited
liability company, trust, joint venture, association, governmental
or other entity (each, a “ person ”) has any
contractual or other right or obligation to purchase or otherwise
acquire any of the Subject Shares.
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SECTION 1.04 Litigation .
There is no action, proceeding or investigation pending or
threatened against such Founder Party that questions the validity
of this Agreement or any action taken or to be taken by such
Founder Party in connection with this Agreement.
SECTION 1.05 Reliance . Such
Founder Party understands and acknowledges that Parent is entering
into, and causing Opco and Merger Sub to enter into, the Merger
Agreement in reliance upon such Founder Party’s execution and
delivery of this Agreement.
ARTICLE II
Covenants of the Founder
Parties
Until the termination of this
Agreement in accordance with Article V, each Founder Party,
severally and not jointly, agrees as follows:
SECTION 2.01 Voting Agreement
.
(a) At any meeting of shareholders
of the Company called to vote upon the Merger and the Merger
Agreement or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval
(including by written consent) with respect to the Merger and the
Merger Agreement is sought, each Founder Party shall vote (or cause
to be voted) the Subject Shares (and each class thereof) in favor
of the adoption by the Company of the Merger and approval of the
Merger Agreement and each of the transactions contemplated by the
Merger Agreement.
(b) At any meeting of shareholders
of the Company or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval of all
or some of the shareholders of the Company is sought, each Founder
Party shall vote (or cause to be voted) its Subject Shares (and
each class thereof) against (i) any merger agreement or merger
(other than the Merger Agreement and the Merger), consolidation,
combination, sale or transfer of a material amount of assets,
reorganization, recapitalization, dissolution, liquidation or
winding up of or by the Company or any Company Takeover Proposal
(as defined in the Merger Agreement), and (ii) any amendment
of the Company’s articles of incorporation or by-laws or
other proposal or transaction involving the Company or any of its
subsidiaries, which amendment or other proposal or transaction
would in any manner delay, impede, frustrate, prevent or nullify
the Merger, the Merger Agreement or any of the other transactions
contemplated by the Merger Agreement, or change in any manner the
voting rights of the Company Common Stock. Subject to Article III,
each Founder Party further agrees not to commit or agree to take
any action inconsistent with the foregoing.
SECTION 2.02 Restrictions on
Transfers . Each Founder Party agrees not to, directly or
indirectly, (i) Transfer or enter into any agreement, option
or other arrangement (including any profit sharing arrangement)
with respect to the Transfer of, any Subject Shares to any person,
other than in accordance with the Merger Agreement, (ii) grant
any proxies, deposit any Subject Shares into any voting trust or
enter into any voting arrangement, whether by proxy, voting
agreement or otherwise, with respect to the Subject Shares,
(iii) convert (or cause to be
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converted) any of the Subject Shares into any
other series or class of capital stock or other securities of the
Company. Each Founder Party further agrees not to commit or agree
to take any of the foregoing actions.
SECTION 2.03 No Solicitation
. Subject to the terms of Article III, each Founder Party shall
not, nor shall it permit any investment banker, attorney or other
advisor or representative (collectively, “
Representatives ”) of such Founder Party to,
(i) solicit, initiate or encourage (including by way of
providing any information) any prospective purchaser or the
invitation or submission of any Company Takeover Proposal, take any
action designed to facilitate any inquiries, offers, or proposals,
or make any other efforts or attempts that constitute, or may
reasonably be expected to lead to, any Company Takeover Proposal,
or engage in any discussions or negotiations with
