Exhibit 8
PROFESSIONAL DENTAL TECHNOLOGIES, INC.
SHAREHOLDERS AGREEMENT
This Agreement is made and entered into the ____ day of _________, 1991 by
and among X. X. XXXXX, not personally but solely as Trustee of AMERICAN
INVESTMENTS, XXXXXXX X. XXXXX, not personally but solely as Trustee of CREATIVE
MANAGEMENT, XXXXXX X. XXXXXXXXX, XXXXXX X. XXXXX, XXXXX X. XXXXXXX, not
personally, but solely as Trustee of RASPBERRY INVESTMENTS, XXXXX X. XXXXXXX,
not personally but solely as Trustee of SOUTHWEST INVESTMENTS, and XXXXXXX X.
XXXXX, not personally, but solely as Trustee of SHAMROCK INVESTMENTS, XXXXXX
XXXXX XXX, XX., not personally but solely as Trustee of XXXXXXXX XXXXXX TRUST
NO. 1, and XXXXXXXXX XXXXXXX, not personally, but solely as Trustee of
TECHNOLOGY ENTERPRISES TRUST (each as a "Shareholder" and as the
"Shareholders").
The Shareholders own a majority of the issued and outstanding shares of
PROFESSIONAL DENTAL TECHNOLOGIES, INC., a Nevada corporation (respectively, the
"Shares" and the "Company").
In order to assure the continued harmonious management of the affairs of
the Company, the parties desire to enter into certain agreements placing
limitations on disposition of the Shares and providing for various matters of
corporate governance and relations among the Shareholders.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereto hereby agree as follows:
1. VOTING. All decisions required to be made under this Agreement
shall be made by a majority vote with each Shareholder having one vote for each
Share which he owns.
2. DISPOSITION OF SHARES. Except to the extent that the Shareholders
may otherwise agree in writing, no Shareholder shall sell or transfer any of his
Shares except in the proportion in which all of the Shareholders sell or
transfer their Shares and except that any Shareholder which is a trust may
transfer the Shares held by such trust to the beneficiary or beneficiaries of
such trust or to any person who is a proper appointee pursuant to the exercise
of a power of appointment providing that the person or persons to whom such
Shares are so distributed become a party to this Agreement.
3. SHAREHOLDERS MEETINGS. All of the Shares shall be voted as a block
at all meetings of the Shareholders of the Company and with respect to any
matters requiring a vote of the Shareholders which are voted upon outside a
meeting of Shareholders.
4. MISCELLANEOUS.
(a) WAIVER OF TERMS. Any of the terms or conditions of this
Agreement may be waived at any time by the party which is entitled to the
benefit thereof, but only by written notice signed by the party waiving such
terms or conditions.
(b) AMENDMENT OF AGREEMENT. This Agreement may be amended,
supplemented or modified at any time only by written instrument duly executed by
a majority of the Shareholders (by share ownership).
(c) CONTENTS OF AGREEMENT; PARTIES; BENEFIT. This Agreement sets
forth the entire understanding of the parties with respect to the subject matter
hereof. Any previous agreements or understandings between the parties regarding
the subject matter hereof are merged into and superseded by this Agreement. All
representations, warranties, covenants, terms and conditions of this Agreement
shall be binding upon and shall inure to the benefit of and be enforceable by
the heirs, legal representatives, successors and assigns of the parties hereto.
(e) GOVERNING LAW. This Agreement and the legal relations between
the parties shall be governed by and construed and enforced in accordance with
the laws of the State of Arkansas.
(f) NOTICES. Any notice or other communication required or
permitted hereunder shall be sufficiently given if delivered personally or sent
by registered or certified mail, postage prepaid, return receipt requested, or
by Federal Express or other recognized courier service as follows:
[Name of Shareholder]
c/o Professional Dental Technologies, Inc.
000 Xxxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
or to any such other person or address as shall be furnished in writing by any
party, and any such notice or communication shall be deemed to have been given
as of the date personally delivered, one (1) business day after it is delivered
to a recognized courier service or five (5) days following the date mailed.
(g) COUNTERPARTS. This Agreement may be executed in any one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall be considered one and the same agreement.
(h) LIABILITY OF TRUSTEE. This Agreement, to the extent executed by
a trustee, is executed to the extent shown on the signature lines show below,
not personally but solely as trustee in the exercise and under the power of
authority conferred upon him and it is expressly understood and agreed that
nothing herein contained shall be construed as creating any liability on any
trustee to the extent signed in such capacity, personally to pay any amount
required to be paid hereunder, or to perform any covenant, express or implied,
contained herein. All such liability, if any, being expressly waived by all of
the other parties hereto.
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(i) LEGEND. The certificates representing the Shares shall be
endorsed as follows:
"The shares represented by this Certificate are subject to the
terms, conditions and options contained in a certain Shareholders
Agreement and notice is hereby given that the shares represented by
this Certificate may only be dealt with as provided therein and that
said shares and any sale thereof are subject to the terms,
conditions and options contained in said Shareholders Agreement, a
copy of which is on file at the office of the Company and shall be
furnished on request to any Shareholder."
Notwithstanding such endorsement, the owners thereof shall, subject to the terms
of this Agreement, be entitled to exercise all rights of ownership of their
shares. All of the stock of the Company hereafter issued which is subject to the
terms of this Agreement, shall bear the same endorsement.
(j) EQUITABLE REMEDIES. Each of the Shareholders acknowledges that
his or its breach or violation of any of the provisions hereof will result in
immediate and irreparable damage to the other shareholders. Each Shareholder
also acknowledges that the other Shareholders will have no adequate remedy at
law for such breach or violation and in such event, the other Shareholders or
any of them, shall be entitled to injunctive relief in addition to any other
rights and remedies to which they, or any of them, may be entitled.
IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this Agreement on the date first above written.
______________________________
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