STOCKHOLDER AGREEMENT, dated
as of July 23, 1997, among NEWPORT
INVESTMENT LLC, a Delaware limited
liability company (the "INVESTOR") and
the individuals listed on SCHEDULE A
attached hereto (each, a "STOCKHOLDER"
and, collectively, the "STOCKHOLDERS").
WHEREAS, THE INVESTOR AND ALLIANCE IMAGING, INC. (THE "COMPANY")
propose to enter into an Agreement and Plan of Merger dated as of the effective
date hereof (as the same may be amended or supplemented, the "MERGER AGREEMENT")
providing for the merger with and into the Company of a corporation to be formed
and wholly owned by the Investor (the "MERGER"), upon the terms and subject to
the conditions set forth in the Merger Agreement, a copy of which is attached
hereto as Exhibit I;
WHEREAS, each Stockholder owns (a) the number of shares of common
stock, par value $.01 per share, of the Company (the "COMMON STOCK") set forth
opposite his or its name on SCHEDULE A attached hereto and/or (b) shares of
Series D Cumulative Redeemable Convertible Preferred Stock, par value $.01 per
share, of the Company (the "SERIES D STOCK" and collectively with the Common
Stock, the "CAPITAL STOCK"), which are convertible into the number of shares of
Common Stock set forth opposite his or its name on SCHEDULE A attached hereto
(such shares of Capital Stock, together with any other shares of Capital Stock
of the Company acquired by such Stockholders after the date hereof and during
the term of this Agreement (including, without limitation, through the
conversion of any convertible securities or through the exercise of any Company
Stock Options or Warrants), being collectively referred to herein as the
"SUBJECT SHARES");
WHEREAS, each Stockholder owns Company Stock Options or Warrants
pursuant to which such Stockholder has the right to acquire the number of shares
of Common Stock set forth opposite his or its name on SCHEDULE A attached
hereto;
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, the Investor has requested that each Stockholder enter into this
Agreement;
NOW, THEREFORE, to induce the Investor to enter into, and in
consideration of its entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows (capitalized terms used herein
but not defined herein have the meanings set forth in the Merger Agreement):
1. REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER.
Each Stockholder hereby represents and warrants, severally and
not jointly, to the Investor as of the date hereof in respect of himself or
itself as follows:
(a) AUTHORITY. The Stockholder has all requisite power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement
by the Stockholder, and the consummation of the transactions contemplated
hereby, have been duly authorized by all necessary action on the part of the
Stockholder. This Agreement has been duly executed and delivered by the
Stockholder and constitutes a valid and binding obligation of the Stockholder
enforceable against the Stockholder in accordance with its terms. Except for
the expiration or termination of the waiting periods under the HSR Act,
informational filings with the SEC, and compliance with any applicable state
securities laws, the execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated hereby and compliance with the
terms hereof will not, (i) conflict with, or result in any violation of, or
default (with or without notice or lapse of time or both) under any provision
of, any certificate or articles of incorporation, bylaws, certificate or
articles of limited partnership, limited partnership agreement, trust agreement,
loan or credit agreement, note, bond, mortgage, indenture, lease or other
agreement, instrument, permit, concession, franchise, license, judgment, order,
notice, decree, statute, law, ordinance, rule or regulation applicable to the
Stockholder or to the Stockholder's property or assets, including the Subject
Shares, (ii) to such Stockholder's knowledge, require any filing with, or
permit, authorization, consent or approval of, or notice to, any federal, state
or local government or any court, tribunal, administrative agency or commission
or other governmental or regulatory authority or agency, domestic, foreign or
supranational, or (iii) to such Stockholder's knowledge, violate any order,
writ, injunction, decree, statute, rule or regulation applicable to the
Stockholder or any of the Stockholder's properties or assets, including the
Subject Shares. If the Stockholder is a natural person and is married, and the
Stockholder's Subject Shares constitute community property or otherwise need
spousal or other approval for this Agreement to be legal, valid and binding,
this Agreement has been duly authorized, executed and delivered by, and
constitutes a valid and binding agreement of, the Stockholder's spouse,
enforceable against such spouse in accordance with its terms. No trust of which
such Stockholder is a trustee requires the consent of any
-2-
beneficiary to the execution and delivery of this Agreement or to the
consummation of the transactions contemplated hereby.
(b) THE SUBJECT SHARES. The Stockholder is the record and
beneficial owner of, and has good and marketable title to, the Subject Shares,
Company Stock Options and/or Warrants set forth opposite his or its name on
SCHEDULE A attached hereto, free and clear of any Liens (except for any Subject
Shares that are held of record by the Depositary Trust Company, or its nominee,
for the benefit of any Stockholder, which shall be transferred into record
ownership of such Stockholder as soon as practicable after the date hereof).
The Stockholder does not own, of record or beneficially, any shares of capital
stock of the Company or any Subsidiary or any option, warrants, rights or other
securities convertible into or exercisable for shares of capital stock of the
Company other than the Subject Shares, Company Stock Options and Warrants set
forth opposite his or its name on Schedule A attached hereto, and other than the
Company's Senior Notes which are convertible into shares of the Company's Series
E Cumulative Redeemable Convertible Preferred Stock, par value $.01, none of
which Senior Notes are so convertible prior to January 1, 1998. Except as set
forth on SCHEDULE 1(b), the Stockholder has the sole right to vote Subject
Shares owned by it, and, none of such Subject Shares is subject to any voting
trust or other agreement, arrangement or restriction with respect to the voting
of such Subject Shares, except as contemplated by this Agreement.
(c) BROKERS. No broker, finder, investment banker or other
person retained by such Stockholder is entitled to any brokerage, finder's or
other fee or commission in connection with the execution of this Agreement by
such Stockholder or the performance by such Stockholder of its obligations
hereunder (it being understood that Salomon Brothers Inc may be entitled to
certain fees and expenses in connection with the transactions contemplated by
the Merger Agreement, which fees and expenses shall be paid by the Company as
set forth in the Merger Agreement).
2. OPTION TO PURCHASE SHARES.
Each Stockholder hereby severally grants to the Investor an
option to purchase (the "OPTION"), in the Investor's sole discretion, all
Subject Shares set forth opposite such Stockholder's name on SCHEDULE A hereto,
at a price per Share equal to the Cash Merger Price or, in respect of a share of
Series D Stock, an amount in cash equal to the Cash Merger Price for each Share
that would have been received had such share of Series D Stock been converted
into Shares immediately prior to such purchase (the "EXERCISE PRICE"). The
Option shall be exercisable by the Investor, as to all Stockholders, at any time
prior to the termination of this Agreement, by delivery of a notice of exercise
to all
-3-
Stockholders at the address of each Stockholder set forth in SCHEDULE A. The
Subject Shares shall be delivered (with any appropriate executed stock power) by
each Stockholder to Irell & Xxxxxxx (the "ESCROW AGENT"), which shall hold the
Subject Shares in escrow pending receipt by the Stockholder of the purchase
price payable therefor; upon such receipt the Subject Shares shall be delivered
by the Escrow Agent to Investor. Within ten business days after delivery of
such notice, the Investor shall pay to each Stockholder a cash amount equal to
the aggregate Exercise Price payable in respect of such Stockholder's Subject
Shares against delivery of certificates representing such Subject Shares.
3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.
(a) AUTHORITY. The Investor has all requisite power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement
by the Investor, and the consummation of the transactions contemplated hereby,
have been duly authorized by all necessary action on the part of the Investor.
This Agreement has been duly executed and delivered by the Investor and
constitutes a valid and binding obligation of the Investor, enforceable against
the Investor in accordance with its terms. Except for the expiration or
termination of the waiting periods under the HSR Act, informational filings with
the SEC, the execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated hereby and compliance with the
terms hereof will not, (i) conflict with, or result in any violation of, or
default (with or without notice or lapse of time or both) under any provision
of, any certificate or articles of incorporation, bylaws, certificate or
articles of limited partnership, limited partnership agreement, trust agreement,
loan or credit agreement, note, bond, mortgage, indenture, lease or other
agreement, instrument, permit, concession, franchise, license, judgment, order,
notice, decree, statute, law, ordinance, rule or regulation applicable to the
Investor or to the Investor's property or assets, (ii) require any filing with,
or permit, authorization, consent or approval of, or notice to, any federal,
state or local government or any court, tribunal, administrative agency or
commission or other governmental or regulatory authority or agency, domestic,
foreign or supranational, or (iii) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to the Investor or any of the Investor's
properties or assets.
(b) BROKERS. No broker, finder, investment banker or other
person is entitled to any brokerage, finder's or other fee or commission for
which any Stockholder will be liable in connection with the execution of this
Agreement by the Investor or the performance by the Investor of its obligations
hereunder.
-4-
(c) COMPLETE AGREEMENT; ADDITIONAL OR SIDE AGREEMENTS. This
Agreement represents the complete agreement between the Investor and each
Stockholder, and there are no additional or side agreements between the Investor
and any Stockholder with respect to any matter referenced herein.
(d) NO REGISTRATION REQUIREMENT. No registration under the
Securities Act (as defined below) is required in connection with the grant of
the Option or the sale of Subject Shares pursuant to the exercise of the Option.
4. COVENANTS OF EACH STOCKHOLDER.
Each Stockholder, severally and not jointly, agrees, subject to
the terms and conditions of this Agreement, as follows:
(a) In connection with any closing of a purchase and sale
pursuant to the exercise of an Option, each Stockholder agrees to deliver to the
Escrow Agent promptly after receipt of a notice of exercise, all certificates
evidencing the Subject Shares held by such Stockholder, duly endorsed in blank
for transfer, or accompanied by stock powers and such other documents as may be
necessary in the Investor's judgment to transfer record ownership of the Subject
Shares being sold pursuant to such exercise to or as directed by the Investor.
(b) At any meeting of stockholders 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,
the Stockholder shall vote (or cause to be voted) the Subject Shares (except for
the Series D Stock, unless it shall first have been converted into Common Stock)
in favor of the Merger and the adoption by the Company of the Merger Agreement.
(c) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the Stockholder's
vote, consent or other approval is sought, the Stockholder shall vote (or cause
to be voted) the Subject Shares (except for the Series D Stock, unless it shall
first have been converted into Common Stock) against (i) any Alternative
Transaction as such term is defined in Section 5.2 of the Merger Agreement, (ii)
any amendment of the Company's certificate of incorporation or by-laws or other
proposal or transaction involving the Company, which amendment or other proposal
or transaction would be reasonably likely to 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 any class of Company Common Stock, or
-5-
(iii) any action that would cause the Company to breach any representation,
warranty or covenant contained in the Merger Agreement. Subject to Section 11,
the Stockholder further agrees not to enter into any agreement or take any
action inconsistent with the foregoing.
(d) The Stockholder shall not, prior to the earliest of (i) the
Effective Time and (ii) the termination of this Agreement in accordance with its
terms, (A) sell, transfer, give, pledge, assign or otherwise dispose of
(including by gift) (collectively, "TRANSFER"), or consent to any Transfer of,
any or all of such Subject Shares or any interest therein or enter into any
contract, option or other arrangement (including any profit sharing arrangement)
with respect to the Transfer of, the Subject Shares to any person (unless such
person agrees in writing to be bound by all of the terms of this Agreement and
written notice of such Transfer is given promptly to Investor) other than
pursuant to the terms of the Merger or (B) enter into any voting arrangement,
directly or indirectly, whether by proxy, voting agreement or otherwise, in
respect of the Subject Shares, and the Stockholder agrees not to commit or agree
to take any of the foregoing actions.
(e) Subject to the terms of Section 11, during the term of this
Agreement, the Stockholder shall not, nor shall it permit any investment banker,
financial advisor, attorney, accountant or other representative retained by it,
to, directly or indirectly, (i) solicit, initiate or encourage (including by way
of furnishing information), or take any other action to facilitate, any
inquiries or the making of any proposal that may lead to an Alternative
Transaction or (ii) participate in any discussions or negotiations regarding any
proposed Alternative Transaction.
(f) [intentionally left blank]
(g) Such Stockholder, and any beneficiary of a revocable trust
for which such Stockholder serves as trustee, shall not take any action to
revoke or terminate such trust or take any other action which would restrict,
limit or frustrate in any way the transactions contemplated by this Agreement.
(h) Each Stockholder agrees that to the extent he or it receives
notice, pursuant to Section 2, of Investor's exercise of its Option, he or it
will, in accordance with applicable law, promptly (x) convert such shares of
Preferred Stock owned by it into Common Stock (provided that any such conversion
shall be contemporaneous with the purchase pursuant to such exercise of the
Option) and (y) exercise such Warrants and Company Stock Options owned by it.
With respect to Warrants and Company Stock Options that are not exercised prior
to the Effective Time, it is agreed that each Stockholder shall be entitled to a
"cashless net proceeds"
-6-
exercise of such Warrants and Company Stock Options at the Effective Time.
5. GRANT OF IRREVOCABLE PROXY; APPOINTMENT OF PROXY.
Each Stockholder hereby irrevocably grants to, and appoints, the
Investor and Xxxx Xxxxxx, in his capacity as an officer of the Investor, and any
individual who shall hereafter succeed to any such office of the Investor, such
Stockholder's proxy and attorney-in-fact (with full power of substitution), for
and in the name, place and stead of such Stockholder, (i) to vote such
Stockholder's Subject Shares (except for the Series D Stock, unless it shall
first have been converted into Common Stock), or grant a consent or approval
with respect to the Merger and the adoption by the Company of the Merger
Agreement and (ii) to vote such Stockholder's Subject Shares (except for the
Series D Stock, unless it shall first have been converted into Common Stock),
against (x) any Alternative Transaction, as such term is defined in Section 5.2
of the Merger Agreement, (y) any amendment of the Company's certificate of
incorporation or by-laws or other proposal or transaction involving the Company,
which amendment or other proposal or transaction would be reasonably likely to
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 any class of Company Common Stock, or (z) any action
that would cause the Company to breach any representation, warranty or covenant
contained in the Merger Agreement. The proxy granted pursuant to this Section
(i) shall not affect the Stockholder's ability to make an election, pursuant to
the terms and conditions of the Merger Agreement, to receive cash or stock as
consideration in the Merger, (ii) shall terminate upon the termination of this
Agreement pursuant to Section 9 and (iii) is subject to the Investor's
compliance with Section 14.
(a) Each Stockholder represents that there are no proxies
heretofore given in respect of such Stockholder's Subject Shares.
(b) Each Stockholder hereby affirms that each irrevocable proxy
granted pursuant to this Section 5 is given in connection with the execution of
the Merger Agreement, and that each such irrevocable proxy is given to secure
the performance of the duties of the Stockholder under this Agreement. Such
Stockholder hereby further affirms that each such irrevocable proxy is coupled
with an interest and may under no circumstances be revoked. Each Stockholder
hereby ratifies and confirms all that the holder of each irrevocable proxy may
lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy
is executed and intended to be irrevocable in accordance with the provisions of
Section
-7-
212(e) of the Delaware General Corporation Law (the "DGCL"); provided, that each
such irrevocable proxy shall terminate upon termination of this Agreement
pursuant to Section 9.
6. FURTHER ASSURANCES.
Each Stockholder will, at the Investor's expense, from time to
time, execute and deliver, or cause to be executed and delivered, such
additional or further consents, documents and other instruments as the Investor
may reasonably request for the purpose of effectively carrying out the
transactions contemplated by this Agreement.
7. CERTAIN EVENTS.
Each Stockholder agrees that this Agreement and the obligations
hereunder shall attach to such Stockholder's Subject Shares and shall be binding
upon any person or entity to which legal or beneficial ownership of such Subject
Shares shall pass, whether by operation of law or otherwise, including without
limitation such Stockholder's heirs, guardians, administrators or successors.
In the event of any stock split, stock dividend, merger, reorganization,
recapitalization or other change in the capital structure of the Company
affecting the Company Common Stock, or the acquisition of additional shares of
Company Common Stock or other voting securities of the Company by any
Stockholder, the number of Subject Shares listed in Schedule A beside the name
of such Stockholder shall be adjusted appropriately and this Agreement and the
obligations hereunder shall attach to any additional shares of Company Common
Stock or other voting securities of the Company issued to or acquired by such
Stockholder.
8. ASSIGNMENT.
Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties without the prior
written consent of the other parties, except that (i) the Investor may assign
any or all of its rights, interests and obligations hereunder to the extent it
assigns its rights, interests or obligations pursuant to Section 9.7 of the
Merger Agreement, and (ii) the Investor may assign, in its sole discretion, any
and all of its rights, interests and obligations hereunder to any direct or
indirect wholly owned subsidiary of the Investor, provided that the Investor
will continue to remain primarily liable for its obligations hereunder in the
event of any assignment pursuant to this clause (ii). Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and permitted
assigns.
9. TERM; TERMINATION.
-8-
This Agreement shall become effective upon execution and delivery
by all of the parties hereto (provided that Investor has received options from
the parties hereto and, if applicable, the Company to purchase more than 50% of
the Common Stock, on a fully diluted basis), and this Agreement and all rights
and obligations of the parties hereunder, shall terminate on the earlier of (a)
December 31, 1997 (unless a notice pursuant to Section 2 shall have been sent
within 10 business days prior to such date and the sale of Shares pursuant to
such notice shall not have been consummated), (b) the date on which the Merger
Agreement is terminated in accordance with its terms, unless within 15 business
days of such date the Investor delivers the notice in connection with the Option
as set forth in Section 2; provided, however, that if, in such event, the
Investor sells, or agrees to sell, any Shares acquired pursuant to the exercise
of the Option within 60 days of the date of such exercise, all proceeds from
such sale in excess of $11.00 per Share shall be paid by the Investor to the
Stockholders pro rata, based on their percentage ownership of Subject Shares
(with Series D Stock deemed converted to Common Stock for this purpose), (c)
subject to clause (b) above, the date on which a notice of termination is
delivered by the Investor to the Stockholders or (d) the date on which the
Investor breaches any of the covenants set forth in Section 14.
10. GENERAL PROVISIONS.
(a) AMENDMENTS. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) NOTICE. All notices and other communications hereunder
shall be in writing and shall be deemed given when delivered by facsimile (with
confirmation of delivery) or personally or sent by overnight courier (providing
proof of delivery) to the Investor in accordance with Section 9.2 of the Merger
Agreement and to the Stockholders at their respective addresses and facsimile
numbers set forth on Schedule A attached hereto (or at such other address and
facsimile number for a party as shall be specified by like notice).
(c) INTERPRETATION. When a reference is made in this Agreement
to an Article or a Section, such reference shall be deemed made to an Article or
a Section of this Agreement, unless otherwise indicated. The headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. Unless the context
otherwise requires, words importing the singular shall include the plural, and
vice versa. Wherever the words "include," "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." Capitalized terms
-9-
used and not otherwise defined in this Agreement shall have the respective
meanings assigned to them in the Merger Agreement.
(d) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more of the counterparts have been signed by
each of the parties and delivered to the other party, it being understood that
each party need not sign the same counterpart.
(e) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
Agreement (including the documents and instruments referred to herein) (i)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof and (ii) is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.
(f) GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law thereof.
(g) VOIDABILITY. If prior to the execution hereof, the Board of
Directors of the Company shall not have duly and validly authorized and approved
by all necessary corporate action, this Agreement, the Merger Agreement and the
transactions contemplated hereby and thereby, so that by the execution and
delivery hereof the Investor would become, or could reasonably be expected to
become an "interested stockholder" with whom the Company would be prevented for
any period pursuant to Section 203 of the DGCL from engaging in any "business
combination" (as such terms are defined in Section 203 of the DGCL), then this
Agreement shall be void and unenforceable until such time as such authorization
and approval shall have been duly and validly obtained.
(h) EXPENSES. Except as otherwise provided herein, all costs
and expenses incurred in connection with the transactions contemplated by this
Agreement shall be paid by the party incurring such expenses.
11. STOCKHOLDER CAPACITY.
No person executing this Agreement who is or becomes during the
term hereof a director or officer of the Company makes any agreement or
understanding herein in his capacity as such director or officer. Each
Stockholder signs solely in his capacity as the record holder and beneficial
owner of, or the trustee of a trust whose beneficiaries are
-10-
the beneficial owners of, such Stockholder's Subject Shares and nothing herein
(including, without limitation, the provisions of Section 4(e)) shall limit or
affect any actions taken by a Stockholder in his capacity as an officer or
director of the Company.
12. ENFORCEMENT.
The parties agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Delaware or in a Delaware state court, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit such party to the
personal jurisdiction of any Federal court located in the State of Delaware or
any Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that such party will not
bring any action relating to this Agreement or the transactions contemplated
hereby in any court other than a Federal court sitting in the state of Delaware
or a Delaware state court and (iv) waives any right to trial by jury with
respect to any claim or proceeding related to or arising out of this Agreement
or any of the transactions contemplated hereby.
13. PUBLIC ANNOUNCEMENTS.
Neither the Investor nor any Stockholder shall issue any press
release or make any public statement without the prior written consent of the
other parties hereto, except as may be required by applicable law, court process
or by obligations pursuant to any listing agreement with any national securities
exchange.
14. INVESTOR COVENANTS.
Investor covenants and agrees that without terminating this
Agreement:
(a) Neither the Merger Agreement nor this Agreement will be
amended, and no condition in the Merger Agreement will be waived, so as to: (i)
reduce the value of the consideration payable in the Merger, (ii) materially
adversely affect the timing of the closing of the Merger,
-11-
(iii) reduce the Cash Merger Price, or (iv) otherwise adversely affect the
interests of the Stockholders.
(b) Upon its formation, Newco will execute and deliver a joinder
to the Merger Agreement, rendering it a party thereto, and obligating it to
perform thereunder.
15. PIGGYBACK REGISTRATION RIGHTS.
From and after the Effective Time, the Investor shall cause
the Company to grant to each Stockholder piggyback registration rights (subject
to standard cutbacks) with respect to any offering of Common Stock made by the
Investor that is registered pursuant to the Securities Act of 1933, as amended
(the "Securities Act"). Such piggyback registration rights shall be available
only to the extent that, and so long as, such Stockholder's Subject Shares are
not freely tradable (e.g., subject to Rule 145 or Rule 144) under the Securities
Act.
-12-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused
this Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:/s/Xxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxx Xxxxx
Title: President
STOCKHOLDERS:
--------------------------------
Print Name of Stockholder
--------------------------------
Signature
-----------------------------------
Name of Authorized Person Signing
-----------------------------------
Title of Authorized Person Signing
-13-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:
-------------------------------
Name:
Title:
STOCKHOLDERS:
Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Trustee
----------------------------------
Print Name of Stockholder
/s/Xxxxxxx X. Xxxxxx
/s/Xxxxxxx X. Xxxxxx
----------------------------------
Signature
----------------------------------
Name of Authorized Person Signing
----------------------------------
Title of Authorized Person Signing
-14-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:
-------------------------------
Name:
Title:
STOCKHOLDERS:
Xxxxxxx X. Xxxx, Custodian
Xxxxxxx X. Xxxx
Xxxxxxxx X. Xxxx
----------------------------------
Print Name of Stockholder
/s/Xxxxxxx X. Xxxx, Custodian
/s/Xxxxxxx X. Xxxx
/s/Xxxxxxxx X. Xxxx
----------------------------------
Signature
Xxxxxxx X. Xxxx, Custodian
Xxxxxxx X. Xxxx
Xxxxxxxx X. Xxxx
----------------------------------
Name of Authorized Person Signing
----------------------------------
Title of Authorized Person Signing
-15-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:
-------------------------------
Name:
Title:
STOCKHOLDERS:
CIG & Co.
----------------------------------
Print Name of Stockholder
/s/Xxxxx X. Xxxxxxxxx
----------------------------------
Signature
Xxxxx X. Xxxxxxxxx
----------------------------------
Name of Authorized Person Signing
Partner
----------------------------------
Title of Authorized Person Signing
BENEFICIAL OWNERS:
Connecticut General Life Insurance
Company, CIGNA Property and Casualty
Insurance Company, Life Insurance
Company of North America and Century
Indemnity Company
By CIGNA Investments, Inc.
By: /s/Xxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
-16-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:
------------------------------
Name:
Title:
STOCKHOLDERS:
Meridian Trust Company as Voting
Trustee under Agreement dated
12/29/88
---------------------------------
Print Name of Stockholder
/s/Xxxx X. Xxxx
---------------------------------
Signature
Xxxx X. Xxxx
---------------------------------
Name of Authorized Person Signing
Assistant Vice President
---------------------------------
Title of Authorized Person Signing
-17-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this Agreement
to be duly executed and delivered effective as of the date of the Merger
Agreement.
NEWPORT INVESTMENT LLC
By:
-----------------------------
Name:
Title:
STOCKHOLDERS:
Northwestern Mutual Life Insurance
Company
---------------------------------
Print Name of Stockholder
/s/Xxxx X. Xxxxxxx
---------------------------------
Signature
Xxxx X. Xxxxxxx
---------------------------------
Name of Authorized Person Signing
Vice President
---------------------------------
Title of Authorized Person Signing
-18-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:
------------------------------
Name:
Title:
STOCKHOLDERS:
Bedrock Asset Trust I
By: Wilmington Trust Company,
not in its individual capacity
but solely as owner trustee
---------------------------------
Print Name of Stockholder
/s/Xxx X. Xxxxxxx
---------------------------------
Signature
Xxx X. Xxxxxxx
---------------------------------
Name of Authorized Person Signing
Senior Financial Services Officer
---------------------------------
Title of Authorized Person Signing
-19-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:
------------------------------
Name:
Title:
STOCKHOLDERS:
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: Lincoln Investment
Management, Inc., Its
Attorney-in-Fact
---------------------------------
Print Name of Stockholder
/s/Xxxxxxx X. Xxxxxx
---------------------------------
Signature
Xxxxxxx X. Xxxxxx
---------------------------------
Name of Authorized Person Signing
Vice President
---------------------------------
Title of Authorized Person Signing
-20-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:
------------------------------
Name:
Title:
STOCKHOLDERS:
THE TRAVELERS INSURANCE COMPANY
---------------------------------
Print Name of Stockholder
/s/A. Xxxxxxx Xxxxxxxx
---------------------------------
Signature
A. Xxxxxxx Xxxxxxxx
---------------------------------
Name of Authorized Person Signing
Second Vice President
---------------------------------
Title of Authorized Person Signing
TRAL & CO, as nominee for the
Travelers Insurance Company
By: /s/ Xxxxx X. Xxxxxxxx
---------------------
Attorney-in-Fact
-21-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:
------------------------------
Name:
Title:
STOCKHOLDERS:
THE GE FUND
---------------------------------
Print Name of Stockholder
/s/ Xxxxxx X. Xxxxx
---------------------------------
Signature
Xxxxxx X. Xxxxx
---------------------------------
Name of Authorized Person Signing
Attorney-in-Fact
---------------------------------
Title of Authorized Person Signing
Consented and agreed to as of the
date first written above:
General Electric Company acting
through GE Medical Systems
By: /s/ Xxxx Xxxxxx
---------------
Its: Manager Financial Services
Consented and agreed to as of the
date first written above:
The GE Fund
By: Xxxxxx X. Xxxxx
---------------
Its: Attorney-in-Fact
-22-
SCHEDULE 1(b)
Amended and Restated Standstill Agreement dated as of December 31,
1996, between the Registrant and Connecticut General Life Insurance Company,
CIGNA Property and Casualty Insuance Company, Insurance Company of North America
and Life Insurance Company of North America
Amended and Restated Standstill Agreement, dated as of December 31, 1996,
between Xxxxxxx X. Xxxxxx and Alliance Imaging, Inc.
Amended and Restated Standstill Agreement, dated as of December 31,
1996, between each of The Northwestern Mutual Life Insurance Company, The
Travelers Indemnity Company, The Travelers Insurance Company, The Travelers Life
and Annuity Company, The Lincoln National Life Insurance Company and Bedrock
Asset Trust I and Alliance Imaging, Inc.
Amended and Restated Standstill Agreement, dated as of December 31,
1996, between DLJ Capital Corporation and Alliance Imaging, Inc.
Voting Trust Agreement between Meridian Trust company, as voting
trustee, and DLJ Capital corporation dated as of December 29, 1988
-23-
SCHEDULE A
NUMBER OF SUBJECT SHARES
NUMBER OF PURSUANT TO EXERCISE OF
SHARES OF COMPANY COMPANY STOCK OPTIONS AND
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK WARRANTS
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED -------------------------
-------------- -------------- ------------------
257,139* 460,000
Xxxxxxx X. Xxxxxx
-------------------------
(Name)
0000 Xxxxxxx Xxxx
-------------------------
(Xxxxxx)
Xxxxx Xxxx, XX 00000
-------------------------
(City, State, Zip)
*Includes 196,593 shares as community property, 30,273 owned by Xxxxxxx Xxxxxx,
a minor son, and 30,273 shares owned by Xxxxxxxx Xxxxxx, a minor daughter.
Xxxxxxx X. Xxxxxx is Trustee of the Xxxxxx Children's Trusts for his children.
-24-
SCHEDULE A
NUMBER OF SUBJECT SHARES
NUMBER OF PURSUANT TO EXERCISE OF
SHARES OF COMPANY COMPANY STOCK OPTIONS AND
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK WARRANTS
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED -------------------------
-------------- -------------- ------------------
364,045* 205,025
Xxxxxxx X. and Xxxxxxxx X. Xxxx
--------------------------------------
(Name)
00000 Xxxxxx Xxxxx
--------------------------------------
(Xxxxxx)
Xxxxxxxxx, XX 00000
--------------------------------------
(City, State, Zip)
*Includes 309,620 shares held as community property, 37,027 in Xxxxxxx Xxxx'x
self-directed XXX account, 3,218 in Xxxxxxxx Xxxx'x self-directed XXX
account, 7,090 shares owned by Xxxxxxx Xxxx, a minor son and 7,090 shares
owned by Xxxxxxx Xxxx, a minor daughter. Xx. Xxxx is custodian for his minor
children.
-25-
SCHEDULE A
NUMBER OF SUBJECT SHARES
NUMBER OF PURSUANT TO EXERCISE OF
SHARES OF COMPANY COMPANY STOCK OPTIONS AND
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK WARRANTS
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED --------------------------
-------------- -------------- ------------------
Bedrock Asset Trust I 385,150 8,880
--------------------------------------
(Name)
--------------------------------------
(Street)
--------------------------------------
(City, State, Zip)
-26-
SCHEDULE A
NUMBER OF SUBJECT SHARES
NUMBER OF PURSUANT TO EXERCISE OF
SHARES OF COMPANY COMPANY STOCK OPTIONS AND
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK WARRANTS
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED --------------------------
-------------- -------------- ------------------
GE Fund 18,000 3,000,000
(reflecting convertibility of
-------------------------------------- Series D Stock)
(Name)
c/o General Electric Company
0000 Xxxxxx Xxxxxxxx
--------------------------------------
(Xxxxxx)
Xxxxxxxxx, XX 00000
--------------------------------------
(City, State, Zip)
-27-
SCHEDULE A
NUMBER OF SUBJECT SHARES
NUMBER OF PURSUANT TO EXERCISE OF
SHARES OF COMPANY COMPANY STOCK OPTIONS AND
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK WARRANTS
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED --------------------------
-------------- -------------- ------------------
The Northwestern Mutual Life Insurance
Company 1,988,200 41,863
--------------------------------------
(Name)
000 Xxxx Xxxxxxxxx Xxxxxx
--------------------------------------
(Street)
Xxxxxxxxx, XX 00000
--------------------------------------
(City, State, Zip)
-28-
SCHEDULE A
NUMBER OF SUBJECT SHARES
NUMBER OF PURSUANT TO EXERCISE OF
SHARES OF COMPANY COMPANY STOCK OPTIONS AND
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK WARRANTS
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED -------------------------
-------------- -------------- ------------------
Meridian Trust Company as Voting Trustee 933,435
under agreement dated 12/29/88
--------------------------------------
(Name)
000 Xxxx Xxxxxx
--------------------------------------
(Xxxxxx)
Xxxxxxx, XX 00000
--------------------------------------
(City, State, Zip)
-29-
SCHEDULE A
NUMBER OF SUBJECT SHARES
NUMBER OF PURSUANT TO EXERCISE OF
SHARES OF COMPANY COMPANY STOCK OPTIONS AND
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK WARRANTS
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED -------------------------
-------------- -------------- ------------------
CIG & Co 485,000 11,200
--------------------------------------
(Name)
--------------------------------------
(Street)
--------------------------------------
(City, State, Zip)
-30-
SCHEDULE A
NUMBER OF SUBJECT SHARES
NUMBER OF PURSUANT TO EXERCISE OF
SHARES OF COMPANY COMPANY STOCK OPTIONS AND
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK WARRANTS
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED
-------------- -------------- ------------------ ---------------------------
THE TRAVELERS INSURANCE COMPANY 431,385 10,986
--------------------------------------
(Name)
Xxx Xxxxx Xxxxxx
--------------------------------------
(Xxxxxx)
Xxxxxxxx, XX 00000-0000
ATTN: A. Xxxxxxx Xxxxxxxx
--------------------------------------
(City, State, Zip)
-31-
SCHEDULE A
NUMBER OF SUBJECT SHARES
NUMBER OF PURSUANT TO EXERCISE OF
SHARES OF COMPANY COMPANY STOCK OPTIONS AND
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK WARRANTS
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED
-------------- -------------- ------------------ ---------------------------
THE TRAVELERS INDEMNITY COMPANY 372,123 9,501
--------------------------------------
(Name)
Xxx Xxxxx Xxxxxx
--------------------------------------
(Xxxxxx)
Xxxxxxxx, XX 00000-0000
Attn: A. Xxxxxxx Xxxxxxxx
--------------------------------------
(City, State, Zip)
-32-
SCHEDULE A
NUMBER OF SUBJECT SHARES
NUMBER OF PURSUANT TO EXERCISE OF
SHARES OF COMPANY COMPANY STOCK OPTIONS AND
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK WARRANTS
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED
-------------- -------------- ------------------ ---------------------------
THE TRAVELERS LIFE AND ANNUITY COMPANY 195,620 4,884
--------------------------------------
(Name)
Xxx Xxxxx Xxxxxx
--------------------------------------
(Xxxxxx)
Xxxxxxxx, XX 00000-0000
Attn: A. Xxxxxxx Xxxxxxxx
--------------------------------------
(City, State, Zip)
-33-
SCHEDULE A
NUMBER OF SUBJECT SHARES
NUMBER OF PURSUANT TO EXERCISE OF
SHARES OF COMPANY COMPANY STOCK OPTIONS AND
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK WARRANTS
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED
-------------- -------------- ------------------ --------------------------
The Lincoln National Life Insurance Company 537,285 12,686
--------------------------------------
(Name)
000 X. Xxxxx Xxxxxx (2R-02)
--------------------------------------
(Street)
Xxxx Xxxxx, XX 00000
--------------------------------------
(City, State, Zip)
-34-
