EXHIBIT (d) (7)
December 11, 2001
SDL plc
Xxxxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxxxxxxx
XX0 0XX
Xxxxxx Xxxxxxx
Re: Stockholder Agreement
Dear Sirs:
The undersigned (the "Stockholder") understands that SDL plc, a company
organized under the laws of England and Wales ("SDL") is considering an
acquisition of all or substantially all of the capital stock of ALPNET, Inc. in
a transaction for at least US$0.21 per share of common stock of ALPNET, Inc.
(the "Acquisition'). The Stockholder is a stockholder of ALPNET, Inc. (the
"Company") and is entering into this letter agreement (the "Stockholder
Agreement") to induce you to proceed with a potential Acquisition.
The Stockholder confirms its agreement with you as follows:
1. The Stockholder represents and warrants that Schedule I annexed hereto
sets forth all the shares of Common Stock of the Company, and all options,
warrants and rights thereto, of which the Stockholder or its affiliates (as
defined under the Securities Exchange Act of 1934, as amended) are the record
and beneficial owner. The Stockholder, has sole voting power and sole power to
issue instructions with respect to the matters set forth herein, sole power of
disposition, sole power of conversion, sole power to demand appraisal rights and
sole power to engage in the actions set forth herein, in each case with respect
to the shares of Common Stock, and all options, warrants and rights thereto, set
forth on Schedule I hereto beside the name of the Stockholder or such other
person, except for community property rights and requirements as to those shares
in the Xxxxxxxxx Charitable Foundation.
2. Effective and commencing only at the time that SDL first executes a
definitive agreement (the "Merger Agreement") with the Company regarding a
proposed merger of SDL (or a direct or indirect subsidiary of SDL) with and into
the Company (such time, the "Merger Agreement Execution Time"), the Stockholder
agrees that, during the period ("Effective Period") commencing on the Merger
Agreement Execution Time and terminating on the earlier of February 28, 2002 and
the date on which such Merger Agreement is terminated, it will not, will not
permit any company, trust or other person or entity controlled by the
Stockholder to, and will not permit any of its affiliates to, contract to sell,
sell or otherwise transfer or dispose of any shares of Company Common Stock or
any interest therein or securities convertible therein to or any voting rights
with respect thereto, other than (i) pursuant to the Acquisition, or (ii) with
your prior written consent.
3. Commencing only at the Merger Agreement Execution Time and effective
only during the Effective Period, the Stockholder agrees that all of the shares
of Common Stock beneficially owned by the Stockholder, or over which the
Stockholder has voting power or control, directly or indirectly (including any
shares of Common Stock beneficial ownership of which is acquired by the
Stockholder after the date hereof), at the record date for any meeting of the
Company's stockholders, however called, or in connection with any written
consent of the stockholders of the Company, shall be voted (or caused to be
voted) in favor of the Acquisition, the execution and delivery by the Company of
the Merger Agreement and the approval of the terms thereof and each of the other
actions contemplated by the Merger Agreement and any actions required in
furtherance hereof and thereof. Effective and commencing only at the Merger
Agreement Execution Time, the Stockholder agrees that in the event SDL or any of
its affiliates commences a tender offer in any Acquisition approved by the
Company (and not subsequently rejected) and occurring during the Effective
Period, the Stockholder will tender all of its shares of Common Stock of the
Company to SDL or such affiliate within 10 days following such commencement of
such tender offer and will not thereafter withdraw such shares.
4. Each party hereto represents and warrants that (1) it has the legal
capacity, power and authority to enter into and perform all of such party's
obligations under this Stockholder Agreement, (2) the execution, delivery and
performance of this Stockholder Agreement by such party hereto will not violate
any other agreement to which such party is a party including, without
limitation, any trust agreement, voting agreement, stockholders agreement or
voting trust, (3) this Stockholder Agreement has been duly and validly executed
and delivered by such party, and is enforceable against such party in accordance
with its terms, and (4) there is no beneficiary or holder of any interest of
such party or any trust of which such party is a trustee whose consent is
required for the execution and delivery of this Stockholder Agreement or the
consummation of the transactions contemplated hereby.
5. The Stockholder's shares of Common Stock (as listed on Schedule I) and
the certificates representing such shares of Common Stock are now and at all
times during the Effective Period will be held by the Stockholder, or by a
nominee or custodian for the benefit of the Stockholder, free and clear of all
liens, claims, security interests, rights of first refusal or offer, proxies,
voting trusts or agreements, understandings or arrangements or any other
encumbrances whatsoever, except for any such encumbrances or proxies arising
hereunder.
6. Each party hereto agrees that damages are an inadequate remedy for the
breach by such party of any term or condition of this Stockholder Agreement and
that the other party hereto shall be entitled, without limitation of other
available rights or remedies, to specific performance, a temporary restraining
order and preliminary and permanent injunctive relief in order to enforce such
other party's agreements herein.
7. During the Effective Period, the Stockholder agrees that this
Stockholder Agreement and the obligations hereunder shall attach to such
Stockholder's shares of Common Stock and shall be binding upon any person or
entity to which legal or beneficial ownership of such shares of Common Stock
shall pass, whether by operation of law or otherwise, including without
limitation such Stockholder's heirs, guardians, administrators or successors.
8. From time to time, at the other party's request and without further
consideration, each party hereto shall execute and deliver such additional
documents and take all such further action as may be necessary or reasonably
desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Stockholder Agreement. SDL
hereby covenants and agrees that it will cause the Company to repay the $500,000
principal amount, together with accrued but unpaid interest thereon, owed under
the Company's existing note to Xxxxxxxxx within 5 days following the completion
of the merger contemplated by the Merger Agreement.
9. This Stockholder Agreement shall be governed by and construed in
accordance with the laws of the State of New York, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
This Agreement shall only be effective if the price per share is at least
US$0.21 and SDL is irrevocably required to cause the Company to pay the $500,000
loan, as specified in paragraph 8 above, within 5 days following the completion
of the merger contemplated by the Merger Agreement.
Please confirm that the foregoing correctly states the understanding between us
by signing and returning to us a counterpart hereof.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxxxx, XX
____________________________
Xxxxxxx X. Xxxxxxxxx, XX
Address for Notices:
c/o Galpin Ford
00000 Xxxxxx Xxxxxxxxx
Xxxxx Xxxxx, XX 00000
AGREED AND ACCEPTED ON
DECEMBER _11, 2001:
SDL PLC
By: / s / Xxxx Xxxxxxxxx
_______________________
Name: Xxxx Xxxxxxxxx
Title: Director
Schedule I
Name of Stockholder Common Stock
Xxxxxxx X. Xxxxxxxxx, XX 2,761,974 shares
of which 570,000
shares are held by
the Xxxxxxxxx
Charitable
Foundation