EXHIBIT 99.1
PARENT STOCK OPTION AGREEMENT
THIS PARENT STOCK OPTION AGREEMENT (the "Agreement") is made and entered
into as of April 13, 1998 by and between Paragon Health Network, Inc., a
Delaware corporation ("Paragon"), and Mariner Health Group, Inc., a Delaware
corporation (the "Company").
RECITALS
A. Concurrently with the execution and delivery of this Agreement,
Paragon, the Company, and Paragon Acquisition Sub, Inc., a Delaware corporation
("Sub"), are entering into an Agreement and Plan of Merger, dated as of April
13, 1998 (the "Merger Agreement"), which provides, among other things, upon the
terms and subject to the conditions thereof, for the merger of Sub with and into
the Company in accordance with the laws of the State of Delaware (the "Merger");
and
B. As a condition and inducement to the Company's willingness to enter
into the Merger Agreement, the Company has requested that Paragon agree, and
Paragon has agreed, to grant to the Company an option to acquire certain shares
of Paragon's authorized but unissued common stock, $.01 par value per share
("Paragon Common Stock").
NOW, THEREFORE, to induce the Company to enter into the Merger Agreement
and in consideration of the representations, warranties, covenants and
agreements contained herein and in the Merger Agreement, the parties hereto,
intending to be legally bound, hereby agree as follows. Capitalized terms used
herein but not defined herein shall have the respective meanings ascribed to
them in the Merger Agreement.
1. GRANT OF OPTION. Paragon hereby grants to the Company an irrevocable
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option (the "Paragon Option") to purchase a number of shares of Paragon Common
Stock equal to the Option Number (as defined in Section 2(d)), on the terms and
subject to the conditions set forth below.
2. EXERCISE AND TERMINATION OF PARAGON OPTION.
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(A) EXERCISE. The Paragon Option may be exercised by the Company, in
whole or in part, at any time or from time to time after the occurrence of a
Purchase Event and prior to the termination of the Company's right to exercise
the Paragon Option by the terms of this Agreement. Paragon shall notify the
Company promptly in writing of the occurrence of any Trigger Event; however,
such notice shall not be a condition to the right of the Company to exercise the
Paragon Option. For purposes of this Agreement, the following terms shall have
the meanings set forth below:
"Purchase Event" means the consummation of any transaction the
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proposal of which would constitute a Parent Acquisition Transaction (as defined
in the Merger Agreement) within twelve (12) months following the occurrence of a
Trigger Event.
"Trigger Event" means a termination of the Merger Agreement under
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circumstances that causes a Termination Fee (as defined in the Merger Agreement)
to become payable by Paragon to the Company pursuant to Section 7.02(c) of the
Merger Agreement or that would cause a Termination Fee to become payable if the
provisions of the penultimate sentence of Section 7.02(c) were satisfied.
(b) EXERCISE PROCEDURE. In the event that the Company wishes to
exercise the Paragon Option, the Company shall deliver to Paragon written
notice (an "Exercise Notice") specifying the total number of shares of Paragon
Common Stock that the Company wishes to purchase. To the extent permitted by
law and the Certificate of Incorporation of Paragon and provided that the
conditions set forth in Section 3 to Paragon's obligation to issue the shares of
Paragon Common Stock to the Company hereunder have been satisfied or waived, the
Company shall, upon delivery of the Exercise Notice and tender of the applicable
aggregate Exercise Price, immediately be deemed to be the holder of record of
the shares of Paragon Common Stock issuable upon such exercise, notwithstanding
that the stock transfer books of Paragon shall then be closed or that
certificates representing such shares of Paragon Common Stock shall not
theretofore have been delivered to the Company. Each closing of a purchase of
shares of Paragon Common Stock hereunder (a "Closing") shall occur at a place,
on a date, and at a time designated by the Company in an Exercise Notice
delivered at least two (2) business days prior to the date of such Closing.
(c) TERMINATION OF PARAGON OPTION. The Company's right to exercise
the Paragon Option shall terminate upon the earliest to occur of: (i) the
Effective Time of the Merger; (ii) the termination of the Merger Agreement other
than under circumstances which also constitute or may lead to a Trigger Event
under this Agreement; or (iii) 12 months following the receipt by the Company of
written notice from Paragon of the occurrence of a Trigger Event unless a
Purchase Event shall have occurred prior thereto in which case the right to
exercise the Paragon Option shall terminate 12 months following the occurrence
of such Purchase Event. Notwithstanding the foregoing, if the Paragon Option
cannot be exercised as of the date the Paragon Option would have otherwise
terminated pursuant to the preceding sentence by reason of any applicable
judgment, decree, order, law or regulation, the Paragon Option shall remain
exercisable and shall not terminate until the earlier of (x) the date on which
such impediment shall become final and not subject to appeal and (y) 5:00 p.m.,
Eastern Time, on the tenth (10th) business day after such impediment shall have
been removed. The rights of the Company set forth in Section 7 shall not
terminate upon termination of the Company's right to exercise the Paragon
Option, but shall extend to the time provided in such sections. Notwithstanding
the termination of the Paragon Option, the Company shall be entitled to purchase
the shares of Paragon Common Stock with respect to which the Company had
exercised the Paragon Option prior to such termination.
(d) OPTION NUMBER. The Option Number shall initially be the number of
shares equal to nineteen and nine-tenths percent (19.9%) of the total number of
shares of Paragon Common Stock issued and outstanding as of the date of this
Agreement, and shall be adjusted hereafter to reflect changes in Paragon
capitalization occurring after the date hereof in accordance with Section 8.
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(E) EXERCISE PRICE. The purchase price per share of Paragon Common
Stock pursuant to the Paragon Option (the "Exercise Price") shall be $19.75 per
share, payable in cash.
3. CONDITIONS TO CLOSING. The obligation of Paragon to issue the shares
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of Paragon Common Stock to the Company hereunder is subject to the conditions
that (a) all waiting periods, if any, under the Xxxx Xxxxx Xxxxxx Antitrust
Improvements Act of 1975, as amended (the "HSR Act"), applicable to the issuance
of the shares of Paragon Common Stock by Paragon and the acquisition of such
shares by the Company hereunder shall have expired or have been terminated; (b)
no preliminary or permanent injunction or other order by any court of competent
jurisdiction prohibiting or otherwise restraining such issuance shall be in
effect; and (c) all consents, approvals, orders, authorizations and permits of
any federal, state, local or foreign governmental authority, if any, required in
connection with the issuance of the shares of Paragon Common Stock and the
acquisition of such shares by the Company hereunder shall have been obtained;
provided, however, that the parties hereto shall use their best efforts to cause
all such conditions to be fulfilled as promptly as possible. In the event the
closing is delayed as a result of the immediately preceding sentence, the date
of the closing shall be within five business days following the date such
condition has been fulfilled; provided that, notwithstanding any prior notice of
intention to exercise the Option, the Company shall not be obligated to purchase
any share of Paragon Common Stock pursuant hereto after the date three months
following the date of such Exercise Notice.
4. CLOSING. At any Closing:
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(A) Paragon shall deliver to the Company or its designee a certificate
or certificates in definitive form representing the number of shares of Paragon
Common Stock in the denominations designated by the Company in its Exercise
Notice, such certificate to be registered in the name of the Company and to bear
the legend set forth in Section 9;
(B) the Company shall deliver to Paragon the aggregate Exercise Price
for the shares of Paragon Common Stock so designated and being purchased by wire
transfer of immediately available funds to the account or accounts specified in
writing by Paragon;
(C) Paragon shall pay all expenses, and any and all federal, state and
local taxes and other charges that may be payable in connection with the
preparation, issue and delivery of stock certificates under this Section 4; and
(D) Paragon shall cause the shares of Paragon Common Stock being
delivered at the Closing to be approved for listing on the New York Stock
Exchange, Inc. and shall pay all expenses in connection with the application for
approval of such listing.
5. REPRESENTATIONS AND WARRANTIES OF PARAGON. Paragon represents and
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warrants to the Company that:
(A) Paragon is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has the requisite
corporate power and authority to carry on its business as such business is being
conducted as of the date of this Agreement. Paragon
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is duly qualified or licensed to do business and is in good standing in each
jurisdiction in which the nature of its business or the ownership or leasing of
its properties makes such qualification or licensing necessary, other than any
such jurisdiction where the failure to be so qualified or licensed (individually
or in the aggregate) would not have a material adverse effect on Paragon.
(B) Paragon has all corporate power and authority required to enter
into this Agreement and to carry out its obligations hereunder. The execution
and delivery of this Agreement by Paragon and the consummation by Paragon of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Paragon and no other corporate actions or
proceedings on the part of Paragon or Paragon's stockholders are necessary to
authorize this Agreement or any of the transactions contemplated hereby; this
Agreement has been duly and validly executed and delivered by Paragon, and,
assuming the due authorization, execution and delivery hereof by the Company and
the receipt of any required governmental approvals, constitutes the valid and
binding obligation of Paragon, enforceable against Paragon in accordance with
its terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and except that the availability of equitable remedies,
including specific performance, may be subject to the discretion of any court
before which any proceeding therefor may be brought;
(C) Paragon has taken all necessary corporate action to authorize and
reserve for issuance and to permit it to issue, upon exercise of the Paragon
Option, and at all times from the date hereof through the expiration of the
Paragon Option will have reserved, a number of authorized and unissued shares of
Paragon Common Stock not less than the Option Number, such amount being subject
to adjustment as provided in Section 8, all of which, upon their issuance and
delivery in accordance with the terms of this Agreement, will be duly
authorized, validly issued, fully paid and nonassessable;
(D) the shares of Paragon Common Stock issued to the Company upon the
exercise of the Paragon Option will be, upon delivery thereof to the Company,
free and clear of all claims, liens, charges, encumbrances and security
interests of any nature whatsoever and shall not be subject to any preemptive
right of any stockholder of Paragon;
(E) the execution and delivery of this Agreement by Paragon does not,
and, the consummation by Paragon of the transactions contemplated hereby will
not, violate, conflict with, or result in a breach of any provision of, or
constitute a default (with or without notice or lapse of time, or both) under,
or give rise to the termination of, or accelerate the performance required by,
or result in a right of termination, cancellation, or acceleration of any
obligation or the loss of a material benefit under, or the creation of a lien,
pledge, security interest or other encumbrance on assets (any such violation,
conflict, breach, default, termination, acceleration, right of termination,
cancellation or acceleration, loss, or creation, a "Violation") of Paragon or
any of its subsidiaries, pursuant to (i) any provision of Paragon Certificate of
Incorporation or the Bylaws of Paragon, (ii) any provision of any material loan
or credit agreement, note, mortgage, indenture, lease, benefit plan or other
agreement, obligation, instrument, permit, concession, franchise or license (a
"Material Contract") of Paragon or any of its subsidiaries or to which any of
them is a party or by which any of them or their properties or assets are bound,
or (iii) assuming the regulatory requirements referred to in Section 5(f) are
satisfied, any judgment, order, decree, statute, law,
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ordinance, rule or regulation applicable to Paragon or any of its subsidiaries
or any of their properties or assets;
(F) the execution and delivery of this Agreement by Paragon does not,
and (except for the expiration or early termination of the waiting period under
the HSR Act and any consent, approval or notice required by federal, state and
local regulatory agencies, commissions, boards or public authorities with
jurisdiction over healthcare facilities and providers) the performance of this
Agreement by Paragon and the consummation of the transactions contemplated
hereby will not, require any consent, approval, order, authorization or permit
of, filing with, or notification to any governmental or regulatory authority;
and
(G) none of Paragon or any of its affiliates or anyone acting on its
or their behalf has issued, sold or offered any security of Paragon to any
person under circumstances that would cause the issuance and sale of shares of
Paragon Common Stock hereunder to be subject to the registration requirements of
the Securities Act as in effect on the date hereof, and, assuming the
representations and warranties of the Company contained in Section 6 are true
and correct, the issuance, sale and delivery of the shares of Paragon Common
Stock hereunder would be exempt from the registration and prospectus delivery
requirements of the Securities Act, as in effect on the date hereof, and Paragon
shall not take any action which would cause the issuance, sale, and delivery of
shares of Paragon Common Stock hereunder not to be exempt from such
requirements.
6. REPRESENTATIONS AND WARRANTIES OF REBEL. The Company represents and
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warrants to Paragon that any shares of Paragon Common Stock acquired by the
Company upon exercise of the Paragon Option will be acquired for the Company's
own account, for investment purposes only and will not be, and the Paragon
Option is not being, acquired by the Company with a view to the public
distribution thereof, in violation of any applicable provision of the Securities
Act.
7. REGISTRATION RIGHTS. At any time after the Paragon Option becomes
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exercisable, Paragon shall, at the request of the Company, promptly prepare,
file and keep current a registration statement under the Securities Act of 1933,
as amended (the "Securities Act"), covering any shares issued and issuable
pursuant to the Paragon Option and shall use its best efforts to cause such
registration statement to become effective and remain current in order to permit
the sale or other disposition of any shares of Paragon Common Stock issued upon
total or partial exercise of the Paragon Option ("Option Shares") in accordance
with any plan of disposition requested by the Company. Paragon will use its
best efforts to cause such registration statement promptly to become effective
and then to remain effective (i) in the case of a "shelf" registration on Form
S-3 or any successor form thereto, until the second anniversary of the latest
date on which any Option Shares were issued upon exercise of the Paragon Option
or in the event that the Company is deemed to be an affiliate of Paragon as of
such date, the date that is 90 days following the date the Company ceases to be
an affiliate of Paragon, or (ii) in all other events for such period not in
excess of 180 days from the day such registration statement first becomes
effective or such shorter time as may be reasonably necessary to effect such
sales or other dispositions. The Company shall have the right to demand no more
than two such registrations. Paragon shall bear the costs of such registrations
(including, but not limited to, Paragon's attorneys' fees (but excluding the
fees and expenses of counsel for the Company) printing costs and filing fees),
except for underwriting discounts or commissions and brokers' fees. The
foregoing
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notwithstanding, if, at the time of any request by the Company for registration
of Option Shares as provided above, Paragon is in registration with respect to
an underwritten public offering by Paragon of shares of Paragon Common Stock,
and if in the good faith judgment of the managing underwriter or managing
underwriters, or, if none, the sole underwriter or underwriters, of such
offering the offer and sale of the Option Shares would interfere with the
successful marketing of the shares of Paragon Common Stock offered by Paragon,
the number of Option Shares otherwise to be covered in the registration
statement contemplated hereby may be reduced; provided, however in no event
shall the number of Option Shares to be included in such offering for the
account of the Company constitute less than 25% of the total number of shares to
be sold by the Company and Paragon in the aggregate; and provided further,
however, that if such reduction occurs, then Paragon shall file a registration
statement for the balance of the Option Shares excluded from such prior offering
as promptly as practicable thereafter as to which no reduction pursuant to this
Section 7 shall be permitted or occur and the Company shall thereafter be
entitled to one additional registration. The Company shall provide all
information reasonably requested by Paragon for inclusion in any registration
statement to be filed hereunder. If requested by the Company in connection with
such registration, Paragon shall become a party to any underwriting agreement
relating to the sale of such shares, but only to the extent of obligating itself
in respect of representations, warranties, indemnities and other agreements
customarily included in such underwriting for Paragon. Upon receiving any
request under this Section 7 from the Company, Paragon agrees to send a copy
thereof to any other person known to Paragon to be entitled to registration
rights under this Section 7, in each case by promptly mailing the same, postage
prepaid, to the address of record of the persons entitled to receive such
copies. Notwithstanding anything to the contrary contained herein, in no event
shall the number of registrations that Paragon is obligated to effect be
increased by reason of the fact that there shall be more than one holder of
Option Shares as a result of any assignment or division of the Paragon Option
and this Agreement.
8. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
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(A) Without limiting any restriction on Paragon contained in this
Agreement or in the Merger Agreement, in the event of any change in Paragon
Common Stock by reason of any stock dividend, stock split, merger (other than
the Merger), recapitalization, combination, exchange of shares, spin-off or
other change in the corporate or capital structure of Paragon which could have
the effect of diluting or otherwise diminishing the Company's rights hereunder
(including any issuance of Paragon Common Stock or other equity security of
Paragon at a price below the fair value thereof), the type and number of shares
or securities subject to the Paragon Option, and the Exercise Price per share
provided herein, shall be adjusted appropriately and proper provision shall be
made in the agreements governing such transaction so that the Company shall
receive, upon exercise of the Paragon Option, the number and class of securities
or property that the Company would have received in respect of the shares of
Paragon Common Stock issuable to the Company if the Paragon Option had been
exercised immediately prior to such event or the record date therefor, as
applicable.
(B) In the event that Paragon shall enter into an agreement: (i) to
consolidate with or merge into any person, other than the Company or one of its
subsidiaries, and shall not be the continuing or surviving corporation of such
consolidation or merger; (ii) to permit any person,
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other than the Company or one of its subsidiaries, to merge into Paragon and
Paragon shall be the continuing or surviving corporation, but, in connection
with such merger, the then-outstanding shares of Paragon Common Stock shall be
changed into or exchanged for stock or other securities of Paragon or any other
person or cash or any other property; or (iii) to sell or otherwise transfer all
or substantially all of its assets to any person, other than the Company or one
of its subsidiaries, then, and in each such case, the agreement governing such
transaction shall make proper provision so that upon the consummation of such
transaction and upon the subsequent exercise of the Paragon Option, the Company
shall be entitled to receive, for each share of Paragon Common Stock with
respect to which the Paragon Option has not theretofore been exercised, an
amount of consideration in the form of and equal to the per share amount of
consideration that would be received by the holder of one share of Paragon
Common Stock upon consummation of such transaction (and, in the event of an
election or similar arrangement with respect to the type of consideration to be
received by the holders of Paragon Common Stock, subject to the foregoing,
proper provision shall be made so that the holder of the Paragon Option would
have the same election or similar rights as would the holder of the number of
shares of Paragon Common Stock for which the Paragon Option is then
exercisable).
9. RESTRICTIVE LEGENDS. Each certificate representing shares of Paragon
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Common Stock issued to the Company upon exercise of the Paragon Option shall
include a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD
ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE.
It is understood and agreed that (i) the reference to the resale restrictions of
the Securities Act and state securities or Blue Sky laws in the foregoing legend
shall be removed by delivery of substitute certificate(s) without such reference
if the Company or Paragon, as the case may be, shall have delivered to the other
party a copy of a letter from the staff of the Securities and Exchange
Commission, or an opinion of counsel, in form and substance reasonably
satisfactory to the other party, to the effect that such legend is not required
for purposes of the Securities Act or such laws; and (ii) the legend shall be
removed in its entirety if the conditions in the preceding clause (i) are both
satisfied. In addition, such certificates shall bear any other legend as may be
required by law. Certificates representing shares sold in a registered public
offering pursuant to Section 7 shall not be required to bear the legend set
forth in this Section 9.
10. BINDING EFFECT; NO ASSIGNMENT; NO THIRD-PARTY BENEFICIARIES. This
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Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns. Except as expressly
provided for in this Agreement, neither this Agreement nor the rights or
obligations of either party hereto are assignable, except by operation of law,
or with the written consent of the other party, and any such attempted
assignment in violation of this Agreement shall be void and of no force or
effect. Nothing contained in this Agreement, express or implied, is intended to
confer upon any person other than the parties hereto and their respective
permitted assigns any rights or remedies of any nature whatsoever.
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11. SPECIFIC PERFORMANCE. The parties hereto recognize and agree that if
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for any reason any of the provisions of this Agreement are not performed in
accordance with their specific terms or are otherwise breached, immediate and
irreparable harm or injury would be caused for which money damages would not be
an adequate remedy. Accordingly, each party agrees that, in addition to other
remedies, whether at law or in equity, the other party shall be entitled to an
injunction to prevent or restrain any violation or threatened violation of the
provisions of this Agreement, and to enforce specifically the terms and
provisions hereof, in any court of the State of Delaware or of the United States
of America located in the State of Delaware. In the event that any action should
be brought in equity to enforce the provisions of this Agreement, neither party
will allege, and each party hereby waives the defense, that there is an adequate
remedy at law. Each party hereto irrevocably and unconditionally consents and
submits to the jurisdiction of the courts of the State of Delaware and of the
United States of America located in the State of Delaware for any actions, suits
or proceedings arising out of or relating to this Agreement and the transactions
contemplated hereby, and further agrees that service of any process, summons,
notice or document by U.S. registered or certified mail to the respective
addresses set forth in the Merger Agreement shall be effective service of
process for any action, suit or proceeding brought against such party in any
such court. Each party hereto irrevocably and unconditionally waives any
objection to the laying of venue of any action, suit, or proceeding arising out
of this Agreement or the transactions contemplated hereby, in the courts of the
State of Delaware or of the United States of America located in Wilmington,
Delaware, and hereby further irrevocable and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.
12. VALIDITY.
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(A) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of the other
provisions of this Agreement, which shall remain in full force and effect.
(B) In the event any court or other governmental or regulatory
authority holds any provisions of this Agreement to be null, void or
unenforceable, the parties hereto shall negotiate in good faith the execution
and delivery of an amendment to this Agreement in order, as nearly as possible,
to effectuate, to the extent permitted by law, the intent of the parties hereto
with respect to such provision and the economic effects thereof.
(C) If for any reason any such court or other governmental or
regulatory authority determines that the Company is not permitted to acquire the
full number of shares of Paragon Common Stock provided in this Agreement (as the
same may be adjusted), it is the express intention of Paragon to allow the
Company to acquire or to require Paragon to repurchase such lesser number of
shares as may be permissible without any other amendment or modification hereof.
(D) Each party agrees that, should any court or other governmental
or regulatory authority hold any provision of this Agreement or part hereof to
be null, void or unenforceable, or order any party to take any action
inconsistent herewith, or not take any action required herein, the
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other party shall not be entitled to specific performance of such provision or
part hereof or to any other remedy, including but not limited to money damages,
for breach hereof or of any other provision of this Agreement or part hereof as
the result of such holding or order.
13. NOTICES. All notices and other communications hereunder shall be in
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writing and shall be deemed given if (a) delivered personally, or (b) if sent by
overnight courier service (receipt confirmed in writing), or (c) if delivered by
facsimile transmission (with receipt confirmed), or (d) five days after being
mailed by registered or certified mail (return receipt requested) to the parties
in each case to the respective addresses set forth in the Merger Agreement (or
at such other address for a party as shall be specified by like notice).
14. GOVERNING LAW. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Delaware applicable to agreements made
and to be performed entirely within such State and without regard to its choice
of law principles.
15. INTERPRETATION. The headings contained in this Agreement are for
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reference purposes and shall not affect in any way the meaning or interpretation
of the Agreement. When reference is made in this Agreement to a Section, such
reference shall be to a Section of this Agreement, unless otherwise indicated.
Whenever the words "include," "includes," or "including" are used in this
Agreement, they shall be deemed to be followed by the words "without
limitation." Whenever "or" is used in this Agreement it shall be construed in
the nonexclusive sense. The words "herein," "hereby," "hereof," "hereto,"
"hereunder" and words of similar import refer to this Agreement.
16. COUNTERPARTS; EFFECT. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.
17. EXPENSES. Except as otherwise expressly provided herein or in the
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Merger Agreement, all costs and expenses incurred in connection with the
transactions contemplated by this Agreement shall be paid by the party incurring
such expenses.
18. AMENDMENTS; WAIVER. This Agreement may be amended by the parties
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hereto and the terms and conditions hereof may be waived only by an instrument
in writing signed on behalf of each of the parties hereto, or, in the case of a
waiver, by an instrument signed on behalf of the party waiving compliance.
19. EXTENSION OF TIME PERIODS. The time periods for exercises of certain
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rights hereunder shall be extended (but in no event by more than twelve (12)
months): (a) to the extent necessary to obtain all governmental approvals for
the exercise of such rights, and for the expiration of all statutory waiting
periods; and (b) to the extent necessary to avoid any liability or disgorgement
of profits under Section 16(b) of the Exchange Act by reason of such exercise.
20. FURTHER ASSURANCE. Each party agrees to execute and deliver all such
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further documents and instruments and take all such further action as may be
necessary in order to consummate the transactions contemplated hereby.
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21. FACSIMILE EXECUTION. A facsimile of this Agreement containing
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signatures of all the parties hereto shall constitute an original document for
all purposes.
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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their respective duly authorized officers as of the date first above
written.
MARINER HEALTH GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxx, Xx., M.D.
Name: Xxxxxx X. Xxxxxxxx, Xx., M.D.
Title: Chairman, President and Chief
Executive Officer
PARAGON HEALTH NETWORK, INC.
By: /s/ R. Xxxxxxx Xxxxxx
Name: R. Xxxxxxx Xxxxxx
Title: Senior Vice President
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