VOTING AGREEMENT
This Voting Agreement ("Agreement") is executed as of February 26, 1996 by
and between Sterigenics International, a California corporation ("Sterigenics")
and Xxxx Xxxxxx (the "Shareholder").
WHEREAS, concurrently with the execution of this Agreement, Sterigenics and
RTI Inc., a New York Corporation ("RTI") have entered into an Asset Acquisition
Agreement dated as of February 26, 1996 (the "Asset Agreement"), providing for
the purchase by Sterigenics or its wholly-owned subsidiaries, and the sale by
RTI, of certain assets of RTI in exchange for payment of the Purchase Price (as
defined in the Asset Agreement) by Sterigenics (the "Acquisition").
WHEREAS, the Shareholder is a holder of 118,393 outstanding shares (the
"Shares") of RTI Common Stock ("RTI Stock").
WHEREAS, in consideration of the execution of the Asset Agreement by
Sterigenics, the Shareholder agrees to vote the Shares so as to facilitate
consummation of the Acquisition.
NOW, THEREFORE, in consideration of the mutual promises and the mutual
covenants and agreements contained herein, the parties agree as follows:
1. AGREEMENT TO VOTE SHARES. At every meeting of the Shareholders of RTI
called and in every consent solicitation with respect to any of the following,
and at any adjournment thereof, the Shareholder shall vote the Shares: (i) in
favor of approval of the Asset Agreement and the Acquisition and any matter
which could reasonably be expected to facilitate the Acquisition and
(ii) against approval of any proposal made in opposition to or competition with
consummation of the Acquisition. This Agreement is intended to bind Shareholder
only with respect to the specific matters set forth herein.
2. ADDITIONAL PURCHASES. Shares shall include any shares of RTI Stock
which the Shareholder purchases or otherwise acquires after the execution of
this Agreement and prior to the Expiration Date, as defined herein. The
"Expiration Date" shall mean the earlier of (i) the date and time on which the
Acquisition shall become effective in accordance with the terms and provisions
of the Asset Agreement or (ii) the date on which the Asset Agreement shall be
terminated pursuant to Article XII of the Asset Agreement.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SHAREHOLDER. The
Shareholder hereby represents, warrants and covenants to Sterigenics the
following:
3.1 OWNERSHIP OF SHARES. The Shareholder (i) is the holder and
beneficial owner of the Shares, which at the date hereof and at all times until
the Expiration Date will be free and clear of any liens, claims, options,
charges or other encumbrances; (ii) does not beneficially own any shares of RTI
Stock other than the Shares; and (iii) has full power and authority to make and
enter into and carry out the terms of this Agreement; provided, however,
that the Shareholder may transfer or encumber the Shares if the Shareholder
obtains Sterigenics's prior written consent (which will not be unreasonably
withheld or delayed) and either the transferee becomes a party to this Agreement
or the Shareholder retains the right to vote all of the Shares in accordance
with all of the terms of this Agreement.
3.2 NO VOTING TRUSTS AND AGREEMENTS. The Shareholder will not, and
will not permit any entity under the Shareholder's control (other than RTI), to
deposit any shares of RTI Stock held by the Shareholder or such entity in a
voting trust or subject any shares of RTI Stock held by the Shareholder or such
entity to any arrangement or agreement with respect to the voting of such shares
of RTI Stock, other than agreements entered into with Sterigenics.
3.3 NO PROXY SOLICITATIONS. The Shareholder will not, and will not
permit any entity under the Shareholder's control (other than RTI) to,
(i) solicit proxies or become a participant in a solicitation in opposition to
or competition with the consummation of the Acquisition or otherwise encourage
or assist any party in taking or planning any action which would compete with,
restrain or otherwise serve to interfere with or inhibit the timely consummation
of the Acquisition in accordance with the terms of the Asset Agreement,
provided, however, that this Section 3.3 shall not prohibit the Shareholder from
acting at the direction of RTI's Board of Directors in his capacity as Chief
Executive Officer of RTI in connection with a Superior Proposal (as defined in
the Asset Agreement) approved by RTI's Board of Directors; (ii) initiate a
Shareholder's vote or action by consent of RTI Shareholders in opposition to or
in competition with the consummation of the Acquisition; or (iii) become a
member of a group with respect to any voting securities of RTI for the purpose
of opposing or competing with the consummation of the Acquisition.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF STERIGENICS. Sterigenics
represents, warrants and covenants to the Shareholder as follows:
4.1 DUE AUTHORIZATION. This Agreement has been authorized by all
necessary corporate action on the part of Sterigenics and has been duly executed
by a duly authorized officer of Sterigenics.
4.2 VALIDITY; NO CONFLICT. This Agreement constitutes the legal,
valid and binding obligation of Sterigenics. Neither the execution of this
Agreement by Sterigenics nor the consummation of the transactions contemplated
hereby will result in a breach or violation of the terms of any agreement by
which Sterigenics is bound or of any decree, judgment, order, law or regulation
now in effect of any court or other governmental body applicable to Sterigenics.
5. ADDITIONAL DOCUMENTS. The Shareholder and Sterigenics hereby covenant
and agree to execute and deliver any additional documents necessary or
desirable, in the opinion of Sterigenics or the Shareholder, as the case may be,
to carry out the intent of this Agreement.
6. MISCELLANEOUS.
6.1 SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the
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remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
6.1 BINDING EFFECT AND ASSIGNMENT. Neither this Agreement nor any of
the rights, interests or obligations of the parties hereto may be assigned by
any of the parties without the prior written consent of the other.
6.3 AMENDMENTS AND MODIFICATIONS. This Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.
6.4 SPECIFIC PERFORMANCE: INJUNCTIVE RELIEF. The parties hereto
acknowledge that Sterigenics will be irreparably harmed and that there will be
no adequate remedy at law for a violation of any of the covenants or agreements
of the Shareholder set forth herein. Therefore, it is agreed that, in addition
to any other remedies which may be available to Sterigenics upon such violation,
Sterigenics shall have the right to enforce such covenants and agreements by
specific performance, by injunctive relief or by any other means available to it
at law or in equity.
6.5 NOTICES. Any notice or other communication required or permitted
to be given under this Agreement shall be in writing and will be deemed
effective when delivered in person, on the first business day after sent by
confirmed facsimile, if promptly confirmed in writing, on the third business day
after the day on which mailed by first class mail from within the United States
of America, or the business day following delivery to a national overnight
courier service to the following addresses or to such other address as either
party may specify in writing to the other party in accordance with the
provisions of this Section 6.5.
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If to Sterigenics: With a copy to:
Sterigenics International Xxxxxxxxx Xxxxxxx Xxxxxx
0000 Xxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx
Xxxxxxx, XX 00000-0000 000 Xxxxxx Xxx, 0xx Xxxxx
Xxxxxxxxx No.: (000) 000-0000 Xxxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx Facsimile No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxx
If to Shareholder: With a copy to:
Xxxx Xxxxxx Xxxxxxx Xxxxxxxx Xxxxx
20 Peach Hill Road Xxxxxxxxxxx & Kuh, LLP
Xxxxxx, XX 00000 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx Xxxx
6.6 GOVERNING LAW. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of New York without giving
effect to principles of conflicts of law.
6.7 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matter.
6.8 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
6.9 EFFECT OF HEADINGS. This section headings herein are for
convenience only and shall not affect the construction or interpretation of this
Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year first above written.
STERIGENICS INTERNATIONAL
By: /S/ XXXXXX XXXXXX
--------------------------------
Xxxxxx Xxxxxx
Title: CHIEF FINANCIAL OFFICER
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SHAREHOLDER
/S/ XXXX XXXXXX
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Xxxx Xxxxxx
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