1
EXHIBIT 4.4
STOCKHOLDERS' AGREEMENT
THIS STOCKHOLDERS' AGREEMENT (this "Agreement") is made and entered
into as of the __ day of __________, 199__, among Pentegra Dental Group, Inc.,
a Delaware corporation (the "PDGI"), and the undersigned holders of PDGI's
common stock (each a "Stockholder" and collectively the "Stockholders").
R E C I T A L S:
A. The Stockholders have received or will receive a certain number of
shares (collectively, the "Shares") of the common stock (the "Common Stock"),
par value $0.001 per share, of PDGI pursuant to the terms of the [Agreement and
Plan of Reorganization (the "Reorganization Agreement")] [Asset Purchase
Agreement (herein so called)], dated ______________, 199__, by and among PDGI,
____________________ ("Company"), _______________ and the Stockholders.
B. The Stockholders and PDGI agree that it is to their mutual benefit
and in the best interests of PDGI to provide for a controlled disposition of
the Shares, as hereinafter set forth.
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00) (the receipt and sufficiency of which is hereby acknowledged), the
execution of the [Reorganization] [Asset Purchase] Agreement and the mutual
covenants, agreements, terms and conditions contained herein and in the
[Reorganization] [Asset Purchase] Agreement, the Stockholders and PDGI do
hereby agree as follows:
SECTION 1
RESTRICTIONS ON SALE OR TRANSFER
1.1. Restricted Shares. The parties acknowledge the Shares are being
designated as "Restricted Shares".
1
2
1.2. Restricted Shares. For a period of one year following the date
hereof, each Shareholder shall not voluntarily (a) sell, assign, exchange,
transfer, encumber, pledge, distribute, appoint or otherwise dispose of (i) any
of the Restricted Shares, (ii) any interest (including without limitation, an
option to buy or sell) any of the Restricted Shares, in whole or in part, and
no such attempted transfer shall be treated as effective for any purpose or (b)
engage in any transaction, whether or not with respect to any of the Restricted
Shares or any interest therein, the intent or effect of which is to reduce the
risk of owning the Restricted Shares.
SECTION 2
MISCELLANEOUS
2.1. Legend. All certificates representing Restricted Shares will be
conspicuously legended as follows:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE DESIGNATED AS
RESTRICTED SHARES PURSUANT TO THE TERMS OF, AND ARE SUBJECT TO THE
PROVISIONS OF, A STOCKHOLDERS' AGREEMENT DATED __________, 199_, AS
MAY BE AMENDED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD OR
OTHERWISE DISPOSED OF EXCEPT AS THEREIN PROVIDED. THE CORPORATION WILL
FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS
CERTIFICATE WITHOUT CHARGE ON REQUEST TO THE CORPORATION AT ITS
PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.
2.2. Void Transfers. If the holder of any Restricted Shares attempts
to dispose of them other than in accordance with the terms and conditions of
this Agreement any such attempted disposition will be void and will not bind
PDGI. In enforcing such rights, PDGI may hold and refuse to transfer any
Restricted Shares or any certificate therefor presented to it for transfer, in
addition to and without prejudice to any and all other rights that may be
available to it.
2.3. Splits, Subdivisions etc. If during the term of this Agreement
the outstanding shares of Common Stock are changed into a different number or
class of shares by reason of any stock dividend, subdivision, reclassification,
recapitalization, split-up, combination or similar transaction, then such
additional or replacement securities shall be designated as Restricted Shares
to the same extent that the Restricted Shares for which such additional or
replacement securities are being issued are designated and such additional or
replacement securities will bear the legend set forth in Section 2.1 hereof.
2.4. Binding Effect. This Agreement will be binding upon and inure to
the benefit of:
(a) The Stockholders and their respective heirs, devisees, personal
representatives and assigns;
(b) PDGI and its successors and assigns; and
2
3
(c) The spouses of the Stockholders, who join in the execution of this
Agreement to evidence their knowledge of the existence and content hereof, to
acknowledge that this Agreement is fair, equitable and in their best interest,
to bind their respective community interests, if any, in the Restricted Shares,
and to bind their respective heirs, devisees, personal representatives and
assigns to the covenants, agreements, terms and conditions contained in this
Agreement.
2.5. Entire Agreement and Amendments. This Agreement contains the
entire agreement among the parties with respect to the subject matter hereof
and no waiver, alteration or modification, or amendment of any of the
provisions hereof will be binding unless it is in writing and signed by the
parties hereto.
2.6. Notices. Any notice, reply or other communication required or
permitted by this Agreement must be given in writing and may be served by
depositing same in the United States mail, certified, postage prepaid,
addressed to the party or parties to be notified, or by delivering the notice
in person to such party or parties. Such notice will be deemed received when
deposited in the mail or when actually received, if personally delivered. For
purposes of notices, the address of PDGI will be its principal place of
business from time to time. The addresses of the Stockholders will be the
addresses shown on the security transfer records of PDGI, unless the
Stockholders give notice otherwise to the other Stockholders and PDGI pursuant
to this Section. PDGI and Stockholders will have the right to change its or
their addresses by giving at least 5 days prior written notice of its or their
new address to the other party or parties.
2.7. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, such provision will be fully severable and this Agreement will
be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
will remain in full force and effect and will not be affected by the illegal,
invalid or unenforceable provision, and there will be added automatically as
part of this Agreement a provision as similar in its terms to such illegal,
invalid or unenforceable provision as may be possible and be legal, valid and
enforceable.
2.8. Number; Gender. Any reference in this Agreement to the singular
includes the plural and vice versa. Any reference in this Agreement to the
masculine gender includes the feminine and neuter genders and vice versa.
2.9. Captions. The headings or captions of the Sections of this
Agreement are inserted for convenience of reference only and will not be deemed
a part hereof or used in the construction or interpretation hereof.
2.10. Counterparts. This Agreement may be executed in multiple
counterparts, each binding upon the party signing same, and all of such
counterparts, when taken together, will constitute one agreement. Execution of
a copy of this Agreement by one party and the facsimile transmission thereof to
the other parties will constitute execution and delivery of an executed
Agreement by the party whose signature appears on the facsimile. Further, a
copy of this Agreement containing an original signature of one or more parties
and a facsimile copy of a signature of one or more of the other parties will
constitute a fully executed original of this Agreement.
3
4
2.11. GOVERNING LAW. THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS
(WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES) WILL GOVERN THE VALIDITY,
CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT.
THIS AGREEMENT is executed and effective as of the day and year first
above written.
PENTEGRA DENTAL GROUP, INC.
By:
------------------------------------
Title: Senior Vice President
STOCKHOLDER:
---------------------------------------
[name]
STOCKHOLDER'S SPOUSE:
---------------------------------------
[name]
4
