EXHIBIT 4.1
STOCKHOLDERS AGREEMENT
THIS AGREEMENT, made as of the 1st day of August, 1988 by and between
SATELLINK PAGING INC., a corporation organized and existing under the laws of
the State of Georgia (hereinafter referred to as the "Corporation"), and its
stockholders and/or subscribers listed on Exhibit A hereto (such stockholders
sometimes hereinafter referred to individually and collectively as the
"Stockholder" and the "Stockholders");
W I T N E S S E T H:
WHEREAS, the Stockholders have subscribed for and are the holders of all
of the issued and outstanding common stock of the Corporation presently issued
and outstanding or subscribed for; and
WHEREAS, the Stockholders and the Corporation deem it to be desirable
and in the best interest of the Corporation to enter into an agreement on the
terms and conditions hereinafter stated with respect to said common stock to
provide thereby for the continuity of management of the Corporation;
NOW, THEREFORE, for and in consideration of these premises and the
mutual covenants and agreements contained herein, the parties hereto do hereby
mutually agree as follows:
SECTION 1: Options and Restrictions.
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The Stockholders do hereby agree that all of the common stock (whether
Class A or Class B) of the Corporation owned or subscribed for by them (the
"Stock") shall be subject to the following options, restrictions, terms and
conditions:
(a) Except as provided in this Section 1 the Stockholders shall not
sell, assign, transfer, pledge or hypothecate their Stock without the prior
written consent of all of the parties hereto.
(i) A Stockholder or his estate may sell his Stock to the
Corporation, if both parties so desire, at such price and on such terms
as may be agreed upon by the Corporation and that Stockholder. Such
parties may elect by mutual agreement to proceed under this item (i),
notwithstanding the existence of any other options on the part of the
Corporation provided for in this Agreement.
(ii) If a Stockholder desires to sell his Stock to a party other
than the Corporation, he shall give written notice to the Corporation
and to the other Stockholder(s) of his intention to do so. The
Corporation shall have an option to purchase the Stock of the Selling
Stockholder at any time within thirty (30) days of receipt of such
notice at the price and upon the terms provided in subsection (f)
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of this Section 1. (Any Stockholder desiring to sell his Stock or whose
Stock is subject to the options provided in subsection (d) is referred
to herein as the "Selling Stockholder.")
(iii) In the event that the Corporation does to exercise its option
to purchase the Stock within the said thirty (30) day period, it shall
notify the other Stockholder(s) and the other Stockholder(s) shall have
an option to purchase the Stock. The option of the other Stockholder(s)
may be exercised at any time within thirty (30) days of the expiration
of the option of the Corporation, at the same price and upon the same
terms as the Corporation. If such option is exercised by more than one
of the other Stockholders, the Stockholders exercising the option shall
purchase the Stock of the Selling Stockholder in proportion to their
holdings of Stock, or as they shall otherwise agree.
(iv) In the event that neither the Corporation nor the other
Stockholder(s) shall exercise the option to purchase the Stock of the
Selling Stockholder within the stated period, the Selling Stockholder
shall, for a period of thirty (30) days after the expiration of such
options, be free to sell his Stock to any other party; provided,
however, the sale must be at the price and upon terms
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provided in subsection (f) of this Section 1 and further provided that
the purchaser of such Stock must, prior to such purchase, execute such
documents as the Corporation may reasonably require to evidence the fact
that the Stock acquired by the purchaser remains subject to this
Agreement, and such purchaser is bound by the terms of this Agreement in
the same manner and to the same extent as the Selling Stockholder had
previously been. If the Selling Stockholder does not sell his Stock
within said thirty (30) day period, the restrictions of this subsection
(a) of this Section 1 shall again apply to his Stock.
(v) All of the Stock held by the Selling Stockholder shall be offered
pursuant to the terms hereof, and any exercise of an option to purchase
shall also be for all of the Stock of the Selling Stockholder.
(b) In the event that the employment of any Stockholder who is an
employee of the Corporation shall cease or be terminated for any reason other
than death, the Corporation shall have the first option and the other
Stockholder(s) the second option to purchase all of the Stock of such
Stockholder (such Stockholder hereinafter referred to as the "Terminated
Stockholder"), at the price and on the terms set forth in subsection (g) of this
Section 1. In order to exercise its option, the Corporation must initiate an
appraisal, if at all, by notice in writing by the
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Corporation to the Terminated Stockholder within thirty (30) days after said
termination of employment. In the event that the Corporation does not so
initiate an appraisal, or does so but does not thereafter exercise its option
within the time period set forth in subsection (g) of this Section 1, it shall
notify the other Stockholder(s) and the other Stockholder(s) shall have thirty
(30) days from the end of the thirty (30) day period mentioned above (if the
Corporation did not initiate an appraisal during such period), or, if the
Corporation did initiate an appraisal but did not exercise its option, from the
later to occur of the expiration of the option of the Corporation or the giving
of such notice to the other Stockholder(s), to exercise the option or initiate
an appraisal, as appropriate, by notice in writing of said action by the other
Stockholder(s) to the Terminated Stockholder. If such option is exercised by
more than one of the other Stockholders, the Stockholders exercising the option
shall purchase the Stock of the Terminated Stockholder in proportion to their
holdings of Stock, or as they shall otherwise agree. All of the stock of the
Terminated Stockholder shall be subject to the options contained in this
subsection (b) of this Section 1, and any exercise of such options shall also be
for all of the Stock of the Terminated Stockholder. In the event that neither
the Corporation nor the other Stockholder(s) shall exercise the options
contained in this subsection (b) of this
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Section 1, the Stock of the Terminated Stockholder shall be released from the
terms and provisions of this Agreement.
(c) Upon the death of a Stockholder, the Corporation shall have the
first option and the other Stockholder(s) the second option to purchase all of
the Stock of the deceased Stockholder (hereinafter referred to as the "Deceased
Stockholder") at the price and on the terms set forth in subsection (g) of this
Section 1. In order to exercise its option, the Corporation must initiate an
appraisal, if at all, by notice in writing to the personal representative of the
Deceased Stockholder given by the Corporation with respect to its option at any
time within thirty (30) days after the date of the Deceased Stockholder's death,
provided, however, that the option period shall toll for any period of time from
the time of death of the Deceased Stockholder in which his personal
representative has not taken office. In the event the Corporation does not so
initiate an appraisal, or does so but does not thereafter exercise its option
within the time period set forth in subsection (g) of this Section 1, it shall
notify the other Stockholder(s) and the other Stockholder(s) shall have thirty
(30) days from the end of the thirty (30) day period mentioned above (if the
Corporation did not initiate an appraisal during such period), or, if the
Corporation did initiate an appraisal but did not exercise its option, from the
later to occur of the expiration of the option of the Corporation or the giving
of such notice to the other
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Stockholder(s), to exercise the option or initiate an appraisal, as appropriate,
by notice in writing of the action to the personal representative of the
Deceased Stockholder. If this option is exercised by more than one of the other
Stockholders, the other Stockholders exercising the option shall purchase the
Stock of the Deceased Stockholder in proportion to their holdings of Stock, or
as they shall otherwise agree. In the event that neither the Corporation nor
the other Stockholder(s) exercise the options contained in this subsection (c)
of this Section 1, the personal representative of the Deceased Stockholder shall
have the option to require the Corporation to purchase all of the Stock of the
Deceased Stockholder at the appraised value as, and otherwise on the terms, set
forth in subsection (g) of this Section 1, said option to be exercisable within
thirty (30) days after the expiration of the option periods of the Corporation
and the other Shareholders provided in this subsection (c) of this Section 1.
In the event that neither the Corporation nor the other Stockholder(s) nor the
personal representative of the Deceased Stockholder exercise the option
contained in this subsection (c) of this Section 1, the Stock of the Deceased
Stockholder shall be released from the terms and provisions of this Agreement.
Notwithstanding anything to the contrary in this Agreement, Stock may be sold,
assigned, transferred, pledged or hypothecated by (i) Xxxxxx X. Xxxx III to
Xxxxxx X. Xxxx XX and
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vice versa; and (ii) Xxx Xxxxxx, Xxxx Xxxxxx and/or Xxx Xxxxx Xxxxxx to Xxxxx X.
Xxxxxxxx and/or Xxxx X. Xxxxxxx.
(d) Upon the occurrence of any of the following events with respect to a
Stockholder:
(i) the voluntary filing of a petition in bankruptcy or insolvency
or any other voluntary petition or application or other recourse to or
use of the provisions under any bankruptcy or insolvency laws of the
Stockholder for the purpose of protecting the Stockholder from his
creditors;
(ii) the application for or consent to the appointment of a
receiver or trustee for the Stock or all or a substantial portion of the
property of the Stockholder or the making of an assignment for the
benefit of creditors of the Stockholder; or
(iii) the institution of proceedings in any court of competent
jurisdiction, by a creditor or any third party, seeking to adjudicate
the Stockholder as bankrupt or insolvent, or to approve a petition for
reorganization or appointing a receiver, trustee or liquidator of the
Stock or all or a substantial part of the assets of the Stockholder, or
the entry of an order, judgment or decree in any such proceeding against
the Stockholder and granting the relief sought, provided that the
proceeding or order, judgment or
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decree continues unstayed and in effect for sixty (60) or more days; or
(iv) the Stock or all or a substantial portion of the property
of the Stockholder is attached or levied upon and such action is not removed or
bonded whin forty-five (45) days; or
(v) the dissolution of any corporate Stockholder;
the Corporation shall have the first option and the other Stockholder(s) the
second option to purchase all of the Stock of the Stockholder, to whom the
above-described events relate (hereinafter together with the Stockholders
referred to in subsection (a) of this Section 1 referred to as the "Selling
Stockholder"), at the price and on the terms set forth in subsection (g) of this
Section 1. In order to exercise its option, the Corporation must initiate an
appraisal, if at all, by notice in writing to the Selling Stockholder or the
personal representative of the Selling Stockholder given by the Corporation with
respect to its option at any time within thirty (30) days of notice to the
Corporation of the occurrence of one or more of the above events or at any time
during the pendancy of any of the foregoing proceedings. In the evnt that the
Corpration does not so initiate an appraisal, or does so but does not thereafter
exercise its option within the time period set forth in subsection (g) of this
Section 1, it shall notify
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the other Stockholder(s) and the other Stockholder(s) shall have thirty (30)
days from the end of the thirty (30) day period mentioned above (if the
Corporation did not initiate an appraisal during such period), or, if the
Corporation did initiate an appraisal but did not exercise its option, from the
later to occur of expiration of the option of the Corporation or the giving of
such notice to the other Stockholder(s), to exercise the option or initiate an
appraisal, as appropriate, by notice in writing of said action by the other
Stockholder(s) to the Selling Stockholder or the personal representative of the
Selling Stockholder. If this option is exercised by more than one of the other
Stockholders, the other Stockholders exercising the option shall purchase the
Stock of the Selling Stockholder in proportion to their holdings of Stock, or as
they shall otherwise agree. In the event that neither the Corporation nor the
other Stockholder(s) exercise the option contained in this subsection (d) of
this Section 1, the Stock of the Selling Stockholder shall remain subject to the
terms and provisions of this Agreement.
(e) Any exercise of an option to purchase the Stock of a Stockholder by
the Corporation or the other Stockholder(s) under subsections (a),(b),(c),(d) or
(h) of this Section 1, whether such Stock or any part thereof shall be held by
the Stockholder or any other party, shall be by written notice of intention to
exercise the same given to the parties and within the time limit set forth in
said subsections. The notice shall specify the date
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upon which the sale of Stock shall be closed and the time and place of the
closing, said closing to be not more than fifteen (15) days after the giving of
such notice, unless the option results from the death of a Stockholder and the
personal representative of the Deceased Stockholder has not yet taken office. In
the latter event, the closing shall take place within not more than ten (10)
days after the Corporation or the other Stockholder(s) whichever gave notice,
has been notified that said personal representative has taken office. If an
option is exercised by more than one of the other Stockholders, the date, time
and place of the closing shall be mutually agreed upon by such Stockholders
exercising the option. In the event that the Selling, Terminated or Deceased
Stockholder or the personal representative of the Selling or Deceased
Stockholder or any other appropriate party shall fail to appear at the closing
and deliver the Stock or any part thereof, the Corporation or the other
Stockholder(s), whichever is exercising the option, may thereupon place the
consideration to be paid for such Stock in escrow for the Selling, Terminated or
Deceased Stockholder, or personal representative of the Selling or Deceased
Stockholder or other appropriate party, with any national banking association or
trust company in the City of Atlanta, Georgia, whereupon the Corporation, if it
is exercising its option, shall be privileged to cancel the said certificate or
certificates representing the Stock, and treat the Stock as having been
purchased by the
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Corporation, and if the other Stockholder(s) are exercising the option the
corporation shall be privileged to cancel the said certificate or certificates
representing the Stock and issue new certificates to the other Stockholder(s)
and treat the Stock as having been purchased by the other Stockholder(s). Such
consideration shall be released from such bank acting as escrow agent only upon
surrender of original certificate or certificates representing the Stock to the
escrow agent or proof of destruction or loss thereof satisfactory to the escrow
agent.
(f) The purchase price and terms of purchase of the Stock if purchased
by the Corporation or the other Stockholder(s) under subsection (a) (other than
under subsection (a)(i)) shall be at a price and on terms identical to or at
least as favorable as those the Selling Stockholder has received from or has
negotiated with another purchaser in a written, bona fide third party offer for
the purchase of all of the Stock of the Selling Stockholder (such offer
hereinafter referred to as the "Outside Offer"). The written notice from the
Selling Stockholder to the Corporation and the other Stockholders must set forth
all of the terms and conditions of the Outside Offer and include a signed copy
of the Outside Offer. If the Stock is to be purchased by a third party under
subsection (a), the sale must be in accordance with the Outside Offer.
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(g) The price and terms of payment on the purchase of the Stock by
either the Corporation or the other Stockholder(s) under subsection (b), (c) or
(d) shall be as follows:
(i) The price shall be determined by an independent, professional
appraisal which shall be initiated by written notice to the Stockholder
within the time limits set forth in said subsections. This appraisal
shall be conducted by an appraiser who is experienced in the valuation
of closely-held corporations, and who shall be agreed upon within
fifteen (15) days of notice of initiation of the appraisal by both the
Selling Stockholder and the purchasing party. If the parties cannot
agree on an appraiser within fifteen (15) days of notice of initiation
of the appraisal, then each party shall designate one appraiser within
that fifteen days, and these two designated appraisers will constitute a
selection committee to designate a third, independent appraiser within
ten (10) days of the committee's appointment. In either case, the final
appraiser selected shall be required to commit to conduct the appraisal
within forty-five (45) days of his designation. It is understood by all
the parties to this Agreement that an option need not be exercised until
a price is determined by the appraiser, but such option must be
exercised, if at all, within ten (10) days of such price determination
or, if the Corporation initiated an appraisal
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but did not exercise its option, by the other Stockholder(s) within
thirty (30) days of the later to occur of the expiration of the option
of the Corporation or the giving of notice to the other Stockholder(s)
by the Corporation of its action, as appropriate, and, once the option
is exercised, the price determined by the appraiser shall be conclusive
and binding upon the parties to the transactions.
(ii) The purchase price shall be paid at the option of the
purchaser either in cash or in monthly installments over a period of not
more than five (5) years from the date of purchase, with interest on the
unpaid balance thereof at the rate of interest announced publicly by The
Citizens and Southern National Bank in Atlanta, Georgia, from time to
time, as its "prime rate."
(h) In the event that any of the Stock shall be sold, transferred,
assigned or conveyed in any manner to any party in violation of the terms and
conditions of this Agreement, the Corporation shall have the first option and
the other Stockholder(s) the second option in proportion to the holdings of
Stock of the other Stockholders exercising the option, or as they shall
otherwise agree, to purchase the Stock sold, transferred, conveyed or assigned
in violation of this Agreement from the then holder thereof. The purchase price
for the purchase of the Stock pursuant to such option shall be equal to the
lesser of the
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amount received by the Corporation on the issuance of the Stock, the appraised
value of the Stock as determined in accordance with subsection (g) of this
Section 1, or the price actually paid by the then holder of the Stock. The
purchase price shall be payable at the option of the Corporation or the other
Stockholder(s), whichever exercises the option, in cash or by note payable on or
before twelve (12) months from the date of the notice, with interest thereon at
the rate of seven (7%) percent per annum, or by a combination of cash and such
notice. Said option shall be exercisable and the transaction of purchase shall
be closed in the manner set forth in subsection (e) of this Section 1. The
notice of exercise of its option by the Corporation may be given by the
Corporation at any time within six (6) months from the date the Corporation
receives notice of the transaction in violation of this Agreement, and in the
event the Corporation does not exercise its option, it shall notify the other
Stockholder(s) and they shall have three (3) months from the later to occur of
the expiration of the option period of the Corporation or the giving of such
notice to the other Stockholder(s), to give the notice of exercise of the
option. The notice of exercise of the options shall be given to the Stockholder
whose Stock or any part thereof was so sold, transferred, assigned or conveyed
in violation of this Agreement, and, if and to the extent it is reasonable and
possible to do so,
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to the holder of such Stock at the address of such party known to the parties
hereto exercising the options.
(i) All options granted under this Section 1 are made solely to
Stockholders owning or subscribing for the same class of Stock as the class of
the Stock with respect to which the option is to be granted, and all options
granted hereunder shall be granted with respect to a Stockholder's proportionate
holding of such class of Stock, or as the Stockholders holding such class of
Stock shall otherwise agree.
SECTION 2: Repurchase by Corporation.
-------------------------
Notwithstanding anything to the contrary herein, in the event that the
Corporation exercises any of its options provided herein for the purchase of the
Stock of a Selling, Terminated or Deceased Stockholder but is prohibited by law
from purchasing all or a part of the stock subject to such option, the
Corporation may purchase such part of the Stock as is not prohibited by law and
shall promptly notify the other Shareholder(s) of the prohibition, and the other
Stockholder(s) shall then be able to exercise their options to purchase the
Stock or the part thereof not purchased by the Corporation by appropriate notice
in writing within thirty (30) days of such notice to the other Shareholder(s).
The terms and conditions of the options, including notice, closing and purchase
price and payment terms,
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otherwise provided herein shall not be affected except as expressly provided
above.
SECTION 3: Management Provisions.
---------------------
(a) The Stockholders hereby agree that, in the event that and for so
long as, Cue Paging Corporation ("Cue") and/or an "affiliate" thereof (as
defined below) owns the required number of shares of the voting Stock in the
Corporation, Cue shall be entitled to one seat on the Board of Directors of
the Corporation and the Stockholders shall vote their respective Stock for the
nominee to the Board designated by Cue.
For purposes of the foregoing, the required number of shares to be owned
by Cue and/or its affiliate shall be (a) 1200, during the first year this
agreement is in effect, and (b) 4820, during all subsequent years, subject in
each case to modification proportionate to any reverse stock split, stock
redemption or other action reducing the number of outstanding shares of Stock.
Notwithstanding any provision to the contrary contained herein, Cue
shall at all times have the right to transfer any and all Stock owned by Cue to
any "affiliate" of Cue provided, however, that as a condition to such transfer
such affiliate shall become a party to this Agreement. For purposes of this
Agreement, "affiliate" shall mean any person or entity that controls, is
controlled by, or is under common control with, Cue.
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(b) The Stockholders hereby agree that, in the event that and for so
long as, Xxxxxx X. Xxxx XX ("Xxxx IV"), Xxxxxx X. Xxxx III, Xxxxx X. Xxxxxxxxx
("X. Xxxxxxxxx"), Xxx Xxxxxxxxx, Xx. and Xxxxxxx X. Xxxxxxxxx (collectively, the
"Mississippi Stockholders") own in the aggregate at least twenty percent (20%)
of the voting Stock of the Corporation, the Mississippi Stockholders shall be
entitled to two seats on the Board of Directors of the Corporation and the
Stockholders shall vote their respective Stock for the election of Gage IV and
X. Xxxxxxxxx, or their respective nominees, to the Board.
(c) The Stockholders hereby agree to vote their respective Stock for the
election of Xxxx X. Xxxxxxx and Xxxxx Xxxxxxxx, or their respective nominees, to
the Board of Directors of the Corporation.
SECTION 4: Preemptive Rights.
-----------------
It is acknowledged that the Corporation's Articles of Incorporation deny
shareholders' preemptive rights; nevertheless, the shareholders who are parties
to this Agreement shall have preemptive rights with respect to the Class A and
Class B Common Stock of the Corporation as and under only those circumstances
provided for in O.C.G.A. Section 14-2-11 as in effect on July 1, 1988, as if the
Corporation's Articles of Incorporation preserved the preemptive rights of
shareholders; provided, however, that notwithstanding the foregoing such rights
shall not apply (i) to
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any issuance of stock by the Corporation unless the stock is being issued at a
price lower than the lesser of (a) $62.227 per share and (b) the then
"stockholders equity" per share of the Corporation's common stock as reflected
on the Corporation's most recent financial statements; (ii) to any issuance of
stock to Cue at a deemed price of $62.227 per share as a result of Cue's (or an
affiliate) being required to pay off indebtedness of the Corporation, as
provided for in the Share Subscription Agreement between the Corporation and
Cue; (iii) to any issuance of shares under any of the circumstances described in
subsection (d) of O.C.G.A. Section 14-2-111; or (iv) to the issuance to the
parties hereto of the Stock as listed on Schedule 1 attached hereto and
incorporated herein by reference.
SECTION 5: Right of Cue to Participate in Majority Sale.
--------------------------------------------
The parties hereby agree that in the event that any Stockholder, or
group of Stockholders acting in concert, in a single transaction or in a
series of related transactions, contract to sell Stock aggregating in excess of
fifty (50%) per cent of the outstanding voting stock of the Corporation or in
excess of fifty (50%) of the entire outstanding stock of the Corporation (a
"Majority Sale"), then, in such event, Cue shall be offered the opportunity to
participate in such sale in a proportion equal to the same percentage of shares
of Stock owned by Cue as theretofore owned by the selling Stockholder or
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Stockholders. That is, if Cue at the time owns 15% of the outstanding stock of
the Corporation and a group of Stockholders contracts to sell in a Majority Sale
51% of the outstanding stock of the Corporation owned by them, Cue shall be
given the opportunity to participate in such sale so as to sell 7.65% of the
outstanding stock of the Corporation (51% of 15%) or if the group of selling
Stockholders contracts to sell in a Majority Sale 100% of the outstanding Stock
of the Corporation owned by them, Cue shall be given the opportunity to
participate in such sale so as to sell all 15% of its shares of stock of the
Corporation. Unless otherwise agreed by the parties, Cue's participation in such
sale shall be by means of assignment to Cue and assumption by Cue of a
proportionate part of each Stockholder's rights and obligations under the
contract(s) of sale.
SECTION 6: Legend.
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All certificates evidencing the Stock shall bear the following legend:
"The shares of stock evidenced by this Certificate are subject to the
terms of a certain Stockholders Agreement between Satellink Paging Inc.
and its Stockholders, a copy of which Agreement is on file at the
principal or registered office of the corporation. No transfer of the
shares represented hereby may be made except in accordance with and
subject to the provisions of said Agreement."
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SECTION 7: Notices.
-------
All notices and other communications under this Agreement shall be
deemed to have been given if deposited in the United States mail, registered or
certified mail, postage prepaid, if to the parties hereto at the addresses last
shown for each such party on the books of the Corporation, if to the Corporation
at its registered office, and if to any other party as herein otherwise
provided.
SECTION 8: Successors.
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This Agreement shall be binding upon any transferees and assigns of the
Stock whether such transfers or assignments are consistent with or in violation
of the terms and provisions of this Agreement, and upon the heirs, legal
representatives, successors and assigns of such transferees and assigns. This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the Corporation and the heirs, legal representatives, successors and
assigns of the Stockholders.
SECTION 9: Other Securities.
----------------
The term "Stock" as used herein shall include not only the common stock
hereinabove referred to, but shall also include any capital stock of the
Corporation whenever acquired by any means, including purchase, stock dividends,
stock splits or conversions,
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together with any stock or securities for which such stock is exchanged pursuant
to any reorganization of the Corporation.
SECTION 10: Termination.
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This Agreement shall terminate and be of no force and effect upon the
sooner of (i) the passage of twenty (20) years from the date of this Agreement,
or (ii) the effective date of a written agreement signed by all of the parties
hereto providing for the termination of this Agreement. The rights of a
Stockholder hereunder shall terminate when such Stockholder ceases to own any
Stock, or options, warrants or other rights to purchase stock.
SECTION 11: Entire Agreement.
----------------
This Agreement represents the entire agreement between the parties and
all prior negotiations are hereby superseded; provided, however, to the extent
that any of the Stock now or hereafter owned or subscribed for by an employee of
the Corporation is subject to a risk of forfeiture or to a repurchase option on
the part of the Corporation pursuant to an employment agreement, employee stock
plan or stock option plan or any similar arrangement, the terms of such
agreement or arrangement shall control and take precedence over the terms hereof
to the extend of any conflict, but otherwise the terms of this Agreement shall
be fully applicable to such Stock.
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SECTION 12: Governing Law.
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This Agreement shall be interpreted under and governed by the laws of
the State of Georgia.
SECTION 13: Equitable Remedies.
------------------
In the event of any actual or threatened default in, or breach of any of
the terms, conditions and provisions of this Agreement, the party or parties who
are thereby aggrieved shall have the right to specific performance and
injunction in addition to any and all rights and remedies at law or in equity,
and all such rights and remedies shall be cumulative.
SECTION 14: Severability.
------------
In the event that any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, the same shall not invalidate or otherwise affect any other
provisions of this Agreement, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.
SECTION 15: Counterparts.
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This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together will constitute one and the same
instrument.
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SECTION 16. Amendment.
---------
No amendment or modification of this Agreement shall be effective unless
in writing and executed by the parties hereto.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed and its corporate seal to be affixed, an the individual Stockholders
have set their hands and seals, as of the day and year first above indicated.
SATELLINK PAGING INC.
BY: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Title: Executive Vice President/
Secretary
Attest:
BY:
-------------------------
Secretary
[CORPORATE SEAL]
EXHIBIT A
Each of the undersigned stockholders hereby acknowledges and agrees that
by signing in the space provided below he/she is entering that certain
Stockholders Agreement dated as of August 1, 1988 restricting the
transferability of the capital stock of Satellink Paging Inc. (the "Agreement")
and he/she is thereby a party to the Agreement.
STOCKHOLDER DATE ADDRESS
----------- ---- -------
/s/ Xxxx X. Xxxxxxx 7/25/88 000 Xxxxx Xxxxx XX
-----------------------(SEAL) -------------- -----------------------
Xxxx X. Xxxxxxx Xxxxxxx, XX 00000
-----------------------
/s/ Xxxxx X. Xxxxxxxx 8/1/88
-----------------------(SEAL) -------------- _______________________
Xxxxx X. Xxxxxxxx
_______________________
/s/ Xxxxx X. Xxxxxxxxx 8/1/88 c/o People's Bank
-----------------------(SEAL) -------------- -----------------------
Xxxxx X. Xxxxxxxxx XX Xxx 000
-----------------------
Xxxxxx, XX 00000
-----------------------
/s/ Xxx Xxxxxxxxx, Xx. 8/1/88 c/o People's Bank
-----------------------(SEAL) -------------- -----------------------
Xxx Xxxxxxxxx, Xx. XX Xxx 000
-----------------------
Xxxxxx, XX 00000
-----------------------
STOCKHOLDER DATE ADDRESS
----------- ---- -------
/s/ Xxxxxxx X. Xxxxxxxxx 8/1/88 c/o People's Bank
------------------------(SEAL) ------ ---------------------
Xxxxxxx X. Xxxxxxxxx
X.X. Xxx 000
---------------------
Xxxxxx, XX 00000
---------------------
/s/ Xxxxxx X. Xxxx, III 8/1/88 X.X. Xxx 000
-----------------------(SEAL) ------ ---------------------
Xxxxxx X. Xxxx, III
Xxxx Xxxxxx, XX 00000
---------------------
/s/ Xxxxxx X. Xxxx, XX 8/1/88 X.X. Xxx 000
----------------------(SEAL) ------ ---------------------
Xxxxxx X. Xxxx, XX
Xxxx Xxxxxx, XX 00000
---------------------
/s/ Xxx Xxxxxx 8/1/88 0000 Xxxxxxx Xx.
--------------(SEAL) ------ ---------------------
Xxx Xxxxxx
Xxxxxxxxx, XX 00000
---------------------
/s/ Xxxx Xxxxxx 8/1/88 0000 Xxxxxxx Xx.
---------------(SEAL) ------ ---------------------
Xxxx Xxxxxx
Xxxxxxxxx XX 00000
---------------------
/s/ Xxx Xxxxx Xxxxxx 8/1/88 0000 Xxxxxxx Xx.
--------------------(SEAL ------ ---------------------
Xxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
---------------------
/s/ E. Xxxx Xxxxxx, III 8/1/88 000 Xxxxxx Xxxxxxxx
-----------------------(SEAL) ------ ---------------------
E. Xxxx Xxxxxx, III
Xxxxxxxxx, XX 00000
---------------------
STOCKHOLDER DATE ADDRESS
----------- ---- -------
/s/ Xxxxx Xxxxx 8/1/88 000 Xxxxxx Xxxx.
----------------------(SEAL) ----------- ----------------------
Xxxxx Xxxxx Xxxxxxxxx, XX 00000
----------------------
/s/ Xxxxx Xxxxxxxxx 8/1/88 0000 Xxxxxxxx Xx.
----------------------(SEAL) ----------- ----------------------
Xxxxx Xxxxxxxxx Atlanta, GA
----------------------
/s/ Xxxxxx Xxxxx' 8/1/88 750 Lake Top Way
----------------------(SEAL) ----------- ----------------------
Xxxxxx Xxxxx' Xxxxxxx, XX 00000
----------------------
/s/ Xxxxxxxx Xxxxxxxxx 8/1/88 420 Chimney Bluff
----------------------(SEAL) ----------- ----------------------
Xxxxxxxx Xxxxxxxxx Xxxxxxxxxx, XX 00000
----------------------
CUE PAGING CORPORATION
By: /s/ Xxxx Xxxxxx
-------------------------
Title: President
----------------------
Attest: /s/ X. X. X'Xxxxx
---------------------
Secretary
[CORPORATE SEAL]
SCHEDULE 1
SATELLINK PAGING INC.
SHAREHOLDER LISTING
I. Voting Stock - Class A
Name Shares
---- ------
Xxxx X. Xxxxxxx 6,455
Xxxxx X. Xxxxxxxx 5,277
Xxxxx X. Xxxxxxxxx 2,000
E. Xxxx Xxxxxx, III 1,094
Xxx Xxxxxx 1,000
Xxxx X. Xxxxxx 1,000
Xxx X. Xxxxxx 1,000
Xxxxx X. Xxxxxxxxx 600
Xxxxx X. Xxxxx 574
Xxxxxx X. Xxxx, III 500
Xxxxxx X. Xxxx, XX 500
Cue Paging Corporation 4,285.333
Mississippi Shareholders* 4,285.222
----------
28,570.666
II. Non-Voting Stock - Class B
Name Shares
---- ------
Xxxxxx X. Xxxxx' 1,000
Xxxxx X. Xxxxxxxxx 750
Xxxxxxxx Xxxxxxxxx 750
Cue Paging Corporation 535.667
Mississippi Shareholders* 535.667
---------
3,571.334
*Mississippi Shareholders are Xxxxxx X. Xxxx, III, Xxxxxx X. Xxxx, XX, Xxxxx X.
Xxxxxxxxx, Xxxxxxx X. Xxxxxxxxx, and Xxx Xxxxxxxxx, Xx. The shares held by this
group will be allocated among these shareholders as they designate.
