Exhibit 99.2
[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,
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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.
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,
“ Representati
