Exhibit 2.2
Form of Stockholder Agreement
December 8, 1999
King X. Xxxxxxxx Unit Acquisition Company
Unit Corporation 1000 Kensington Tower I
1000 Kensington Tower I 7130 South Xxxxx
0000 Xxxxx Xxxxx Xxxxx, Xxxxxxxx 00000
Xxxxx, Xxxxxxxx 00000
Dear Sirs:
The undersigned understands that Unit Corporation ("Unit"), Unit
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Acquisition Company ("Merger Sub.") and Questa Oil and Gas Co. (the "Questa")
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are entering into an Agreement and Plan of Merger (the "Agreement") pursuant to
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which Merger Sub. will be merged with and into Questa (the "Merger") and whereby
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each share of the Questa's common stock, par value $.001 per share (the "Questa
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Common Stock") issued and outstanding immediately as of the Effective Date of
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the Merger will be converted into the right to receive .95 shares of Unit's
common stock, par value $.20 per share ("Unit Common Stock").
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The undersigned is a stockholder of Questa (the "Stockholder") and is
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entering into this letter agreement to induce Unit and Merger Sub. to enter into
the Agreement and to consummate the transactions contemplated thereby.
Capitalized terms used herein without definition are used as they are defined in
the Agreement.
The Stockholder confirms his agreement with Unit as follows:
1. The Stockholder represents, warrants and agrees that he is the record
or beneficial owner of [ ] shares of Questa Common Stock (collectively, the
"Shares"), all free and clear of all liens, charges, encumbrances, voting
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agreements and commitments of every kind. The Stockholder does not own or hold
any rights to acquire any shares of the capital stock of Unit or any interest
therein or any voting rights with respect to any shares, except pursuant to the
Agreement.
2. The Stockholder agrees that, from the date hereof until the Agreement
is terminated in accordance with its terms, he will not, and will not permit any
entity controlled by the Stockholder to, (i) contract to sell, sell or otherwise
transfer or dispose of any of the Shares or any interest therein or securities
convertible there into or any voting rights with respect thereto, other than (x)
pursuant to the Merger or (y) with Unit's prior written consent, (ii) consent to
any amendment to the articles of incorporation or by-laws of Questa or (iii)
encumber any Shares.
3. The Stockholder agrees that, from the date hereof until the Agreement
is terminated in accordance with its terms, all of the Questa Common Stock
(including the Shares) beneficial]y owned by the Stockholder, or over which the
Stockholder has voting power or control, directly or indirectly, will be
December 8, 1999
Page 2
voted by the Stockholder to approve the Agreement, the Merger, and the
transactions contemplated by the Agreement and that such shares will not be
voted in favor of any other Acquisition Proposal or Superior Proposal (as such
terms are defined in the Agreement) during such period.
4. The Stockholder agrees to cooperate fully with Unit in connection with
the Agreement and to support transactions contemplated thereby. The Stockholder
agrees that he will not, and will not instruct his agents, employees or
representatives or the officers, employees, agents or representatives of Questa
to, directly or indirectly, (i) solicit or initiate, or encourage the submission
of, any Acquisition Proposal or (ii) participate in any discussions or
negotiations regarding, or furnish to any person any information with respect
to, or take any other action to facilitate any inquiries or the making of any
proposal that constitutes, or may reasonably be expected to lead to, any
Acquisition Proposal.
5. None of the information relating to the Stockholder to be supplied in
writing by the Stockholder specifically for inclusion in the Form S-4 (and any
amendments thereof), at the time the Form S-4 becomes effective or at the time
that the prospectus/proxy statement contained therein is first published, sent
or given to Questa's stockholders, shall contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
6. The Stockholder has been advised that the issuance of Unit Common Stock
to him pursuant to the Merger will be registered with the SEC under the 1933 Act
on a Registration Statement on Form S-4. However, because at the time the Merger
is submitted for a vote of the stockholders of the Questa, (a) the Stockholder
may be deemed to be an affiliate of Questa, and (b) other than as set forth in
the Agreement, the distribution by the Stockholder of the Unit Common Stock has
not been registered under the 1933 Act, the Stockholder agrees that he will not
sell, transfer or otherwise dispose of Unit Common Stock issued to him in the
Merger unless (i) such sale, transfer or other disposition is made in conformity
with the volume and other limitations of Rule 145 promulgated by the Commission
under the 1933 Act, (ii) such sale, transfer or other disposition has been made
pursuant to an effective registration statement under the 1933 Act or (iii) in
the opinion of counsel reasonably acceptable to Unit or as described in a "no-
action" or interpretive letter from the Staff of the SEC, such sale, transfer or
other disposition is otherwise exempt from registration under the 1933 Act.
7. Notwithstanding anything to the contrary contained elsewhere in this
letter agreement, it is expressly stipulated and provided that the agreements
and undertakings of Stockholder under this letter agreement are subject to the
provisions set forth in Section 6.03 of the Agreement concerning the duties of
directors, acting in their capacity as a director, with respect to unsolicited
bona fide written Acquisition Proposals received from any person; and
Stockholder in his capacity as a director shall be entitled to take any action
which Questa or its directors are authorized to take in response to or with
respect to any such unsolicited Acquisition Proposal under the provisions of
said Section 6.03.
8. This letter agreement, together with the Agreement of even date
therewith referred to therein, constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof and shall not be assigned by
operation of law or otherwise; provided that the Unit may assign any of its
rights and obligations to any wholly owned subsidiary of
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Unit, but no such assignment shall relieve Unit of its obligations hereunder.
9. The invalidity or unenforceability of any provision of this letter
agreement in any jurisdiction shall not affect the validity or enforceability of
any other provisions of this letter agreement, which shall remain in full force
and effect in such jurisdiction, or the validity or enforceability of such
provision in any other jurisdiction. The Stockholder acknowledges that Unit will
be irreparably harmed and that there will be no adequate remedy at law for a
violation of any of the covenants or agreements of the Stockholder contained
herein. It is accordingly agreed that, in addition to any other remedies that
may be available to Unit upon the breach by the Stockholder of such covenants
and agreements, Unit shall have the right to obtain injunctive relief to
restrain any breach or threatened breach of such covenants or agreements or
otherwise to obtain specific performance of any of such covenants or agreements.
10. This letter agreement shall be governed by and construed in accordance
with the laws of the State of Oklahoma regardless of the laws that might
otherwise govern under principles of conflicts of laws applicable hereto. Any
judicial proceeding brought against any party hereto with respect to this letter
agreement, or any transaction contemplated hereby, may be brought in the State
District Court in Tulsa County, Oklahoma or the Federal District Court for the
Northern District of Oklahoma, as appropriate, and, by execution and delivery of
this letter agreement, each of the parties hereto (i) accepts, generally and
unconditionally, the exclusive jurisdiction of such court and any related
appellate court, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this letter agreement, subject, in each case, to all
rights to appeal such decisions to the extent available to the parties and (ii)
irrevocably waives any objection it may now or hereafter have as to the venue of
any such suit, action or proceeding brought in such a court or that such court
is an inconvenient forum. Each party hereto hereby waives personal service of
process and consents that service of process upon it may be made by certified or
registered mail, return receipt requested, at its address specified in the
letter agreement, and service so made shall be deemed completed on the fifth
business day after such service is deposited in the mail. Nothing herein shall
affect the right to serve process in any other manner permitted by law. EACH
PARTY HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH THIS AGREEMENT WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
11. This letter agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
12. This letter agreement may be terminated at the option of any party at
any time after termination of the Agreement in accordance with its terms.
Please confirm that the foregoing correctly states the understanding
between us by signing and returning to us a counterpart hereof.
Very truly yours,
December 8, 1999
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[ Name ]
Confirmed on the date first above written
UNIT CORPORATION
By:
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King X. Xxxxxxxx
Chairman of the Board
UNIT ACQUISITION COMPANY
By:
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Xxxxxx X. Xxxxxx
Vice President
