VOTING AGREEMENT
This Voting Agreement ("Agreement") is executed as of March 11, 1996 by and
between Sterigenics International, a California corporation ("Sterigenics") and
David Della Xxxxx (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 outstanding shares of RTI Common
Stock ("RTI Stock").
WHEREAS, in consideration of the execution of the Asset Agreement by
Sterigenics, the Shareholder agrees to vote all shares of RTI Stock held by
Shareholder 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 all shares of RTI
Stock beneficially held by Shareholder at the record date for such meeting or
consent solicitation (each a "Record Date"): (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. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SHAREHOLDER. The
Shareholder hereby represents, warrants and covenants to Sterigenics the
following:
2.1 OWNERSHIP OF SHARES. The Shareholder (i) is the holder and
beneficial owner of RTI Stock and (ii) has full power and authority to make and
enter into, and will on each Record Date have full power and authority to carry
out the terms of, this Agreement.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF STERIGENICS. Sterigenics
represents, warrants and covenants to the Shareholder as follows:
3.1 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.
3.2 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.
4. 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.
5. MISCELLANEOUS.
5.1 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 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.
5.2 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.
5.3 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.
5.4 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.
5.5 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, 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 5.5.
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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
Xxxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx Attention: Xxxxx X. Xxxxxx
If to Shareholder: With a copy to:
David Della Xxxxx Xxxxxxx Xxxxxxxx Xxxxx
00000 Xxxxxxxx Xxxxx Xxxxxxxxxxx & Xxx, XXX
Xxxxx, Xxxx 00000 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx Xxxx
5.6 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.
5.7 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.
5.8 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.
5.9 EFFECT OF HEADINGS. This section headings herein are for
convenience only and shall not affect the construction or interpretation of this
Agreement.
6.0 TERMINATION. This Agreement terminates effective December 1,
1996.
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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 X. Xxxxxx
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Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
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SHAREHOLDER
/s/ David Della Xxxxx
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David Della Xxxxx
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Print Name
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