EXHIBIT 99(c)(2)
EXECUTION COPY
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of February 19, 1999 (the
"Agreement"), among Securitas AB, a Swedish corporation ("Parent"), Securitas
Acquisition Corp., a Delaware corporation and an indirect wholly owned
subsidiary of Parent ("Purchaser"), and the Stockholders of the Company whose
names appear on Schedule I hereto (collectively, the "Stockholders").
W I T N E S S E T H:
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WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Parent, Purchaser and Xxxxxxxxx'x, Inc., a Delaware corporation (the
"Company"), are entering into an Agreement and Plan of Merger, dated as of the
date hereof (the "Merger Agreement"), which provides for, upon the terms and
subject to the conditions set forth therein, (i) the commencement by Purchaser
of a tender offer (the "Offer") for all of the issued and outstanding shares of
common stock, par value $.001 per share, of the Company (the "Company Common
Stock"), including the associated rights to purchase the Company's Series A
Junior Participating Preferred Stock, at a price per share equal to the Per
Share Amount (as defined in the Merger Agreement), and (ii) the subsequent
merger of Purchaser with and into the Company (the "Merger");
WHEREAS, as of the date hereof, each Stockholder owns (beneficially
and of record) the number of shares of Common Stock set forth the opposite such
Stockholder's name on Schedule I hereto (all such shares and associated rights
so owned and which may hereafter be acquired by such Stockholder prior to the
termination of this Agreement, whether upon the exercise of options or by means
of purchase, dividend, distribution or otherwise, being referred to herein as
such Stockholder's "Shares");
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Purchaser have requested that the Stockholders enter into
this Agreement; and
WHEREAS, in order to induce Parent and Purchaser to enter into the
Merger Agreement, the Stockholders are willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Parent, Purchaser and the Stockholders hereby agree as follows:
ARTICLE I.
TRANSFER AND VOTING OF SHARES; AND
OTHER COVENANTS OF THE STOCKHOLDERS
SECTION 1.1. Voting of Shares. From the date hereof until the
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earliest to occur of (x) termination of this Agreement pursuant to Section 6.2
hereof, (y) the expiration of the Stock Option with respect to such
Stockholder's Shares and (z) the closing of any exercise of such Stock Option
(the "Term"), at any meeting of the stockholders of the Company, however called,
and in any action by consent of the stockholders of the Company, each
Stockholder shall vote its Shares (i) in favor of the Merger and the Merger
Agreement (as amended from time to time), (ii) against any Takeover Proposal and
against any proposal for action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement or which is reasonably likely to result
in any of the conditions of the Company's obligations under the Merger Agreement
not being fulfilled, any change in the directors of the Company, any change in
the present capitalization of the Company or any amendment to the Company's
Restated Certificate of Incorporation or By-Laws, any other material change in
the Company's corporate structure or business, or any other action which in the
case of each of the matters referred to in this clause (ii) could reasonably be
expected to impede, interfere with, delay, postpone or materially adversely
affect the transactions contemplated by the Merger Agreement or the likelihood
of such transactions being consummated and (iii) in favor of any other matter
necessary for consummation of the transactions contemplated by the Merger
Agreement which is considered at any such meeting of stockholders or in such
consent, and in connection therewith to execute any documents which are
necessary or appropriate in order to effectuate the foregoing, including the
ability for Purchaser or its nominees to vote such Shares directly.
SECTION 1.2. No Inconsistent Arrangements. Except as contemplated by
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this Agreement and the Merger Agreement, each Stockholder shall not during the
Term (i) transfer (which term shall include, without limitation, any sale,
assignment, gift, pledge, hypothecation or other disposition), or consent to any
transfer of, any or all of such Stockholder's Shares or any interest therein, or
create or, except as set forth on Schedule 1.2 hereto, permit to exist any
Encumbrance (as defined below) on such Shares, (ii) enter into any contract,
option or other agreement or understanding with respect to any transfer of any
or all of such shares or any interest therein, (iii) grant any proxy, power-of-
attorney or other authorization in or with respect to such Shares, (iv) deposit
such Shares into a voting trust or enter into a voting agreement or arrangement
with respect to such Shares, or (v) take any other action that would in any way
restrict, limit or interfere with the performance of
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its obligations hereunder or the transactions contemplated hereby or by the
Merger Agreement.
SECTION 1.3. Proxy. Each Stockholder hereby revokes any and all
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prior proxies or powers of attorney in respect of any of such Stockholder's
Shares and constitutes and appoints Purchaser and Parent, or any nominee of
Purchaser and Parent, with full power of substitution and resubstitution, at any
time during the Term, as its true and lawful attorney and proxy (its "Proxy"),
for and in its name, place and stead, to demand that the Secretary of the
Company call a special meeting of the stockholders of the Company for the
purpose of considering any matter referred to in Section 1.1 (if permitted under
the Company's Restated Certificate of Incorporation or By-Laws) and to vote each
of such Shares as its Proxy, at every annual, special, adjourned or postponed
meeting of the stockholders of the Company, including the right to sign its name
(as stockholder) to any consent, certificate or other document relating to the
Company that Delaware Law may permit or require as provided in Section 1.1.
THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED
WITH AN INTEREST THROUGHOUT THE TERM.
SECTION 1.4. Waiver of Appraisal Rights. Each Stockholder hereby
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waives any rights of appraisal or rights to dissent from the Merger.
SECTION 1.5. Stop Transfer. Each Stockholder shall not request that
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the Company register the transfer (book-entry or otherwise) of any certificate
or uncertificated interest representing any of such Stockholder's Shares, unless
such transfer is made in compliance with this Agreement (including the
provisions of Article III hereof).
SECTION 1.6. No Solicitation. During the Term, each Stockholder
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shall not, nor shall it permit or authorize any of its officers, directors,
employees, agents or representatives (collectively, the "Representatives") to,
(i) solicit or initiate, or encourage, directly or indirectly, any inquiries
regarding or the submission of, any Takeover Proposal, (ii) participate in any
discussions or negotiations regarding, or furnish to any Person any information
or data with respect to, or take any other action to knowingly facilitate the
making of any proposal that constitutes, or may reasonably be expected to lead
to, any Takeover Proposal or (iii) enter into any agreement with respect to any
Takeover Proposal or approve or resolve to approve any Takeover Proposal. Upon
execution of this Agreement, each Stockholder shall, and it shall cause its
Representatives to, immediately cease any existing activities, discussions or
negotiations with any parties conducted heretofore with respect to any of the
foregoing.
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Each Stockholder will promptly notify Parent of the existence of any
proposal, discussion, negotiation or inquiry received by such Stockholder, and
each Stockholder will immediately communicate to Parent the terms of any
proposal, discussion, negotiation or inquiry which it may receive (and will
promptly provide to Parent copies of any written materials received by it in
connection with such proposal, discussion, negotiation or inquiry) and the
identity of the Person making such proposal or inquiry or engaging in such
discussion or negotiation. Notwithstanding any provision of this Section 1.6 to
the contrary, if any Stockholder or any of its Representatives is a member of
the Board of Directors, such member of the Board of Directors may take actions
in such capacity to the extent permitted by Section 5.2 of the Merger Agreement.
SECTION 1.7. Indemnification of Stockholders. Parent will indemnify
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each Stockholder against all claims, actions, suits, proceedings or
investigations, losses, damages, liabilities (or actions in respect thereof),
costs and expenses (including reasonable fees and expenses of counsel) arising
out of or based upon the execution or delivery of this Agreement or the
performance by such Stockholder of its obligations hereunder and in the event of
any such claim, action, suit, proceeding or investigation unless Parent shall
have assumed the defense thereof as provided below, (i) Parent shall pay as
incurred the reasonable fees and expenses of counsel selected by the
Stockholder, which counsel shall be reasonably satisfactory to Parent, promptly
as statements therefor are received, and (ii) Parent will cooperate in the
defense of any such matter; provided, however, that Parent shall not be liable
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for any settlement effected without its prior written consent (which consent
shall not be unreasonably withheld); and provided, further, that Parent shall
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not be obliged pursuant to this Section 1.7 to pay the fees and disbursements of
more than one counsel for all Stockholders in any single action except to the
extent that, in the opinion of counsel for the Stockholders, two or more of such
Stockholders have conflicting interests in the outcome of such action. In the
event any person asserts a claim against a Stockholder for which such
Stockholder intends to seek indemnification hereunder, such Stockholder shall
give prompt notice to Parent, and shall permit Parent to assume the defense of
any such claim or any litigation resulting therefrom with counsel selected by
Parent, which counsel shall be Xxxxxxx Xxxx & Xxxxxxxxx (unless such firm shall
have a conflict of interest) or other counsel reasonably acceptable to such
Stockholders; provided that such Stockholder may participate in such defense at
its own expense, and provided further that the failure of any Stockholder to
give notice as provided herein shall not relieve Parent of its obligations under
this Section 1.7 except to the extent Parent is materially prejudiced thereby.
Parent shall not, in the defense of any such claim or litigation, except with
the consent of the Stockholder being indemnified, consent to the entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the
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claimant or plaintiff to such Stockholder of a release from all liability in
respect of such claim or litigation. Each Stockholder shall promptly furnish
such information regarding itself or the claim in question as Parent may
reasonably request and as shall be reasonably required in connection with the
defense of such claim and litigation resulting therefrom.
ARTICLE II.
TENDER OF SHARES
SECTION 2.1. Tender. Each Stockholder shall validly tender (or cause
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the record owner of such shares to validly tender) such Stockholder's Shares
pursuant to and in accordance with the terms of the Offer, not later than the
fifth business day after commencement of the Offer pursuant to Section 1.1 of
the Merger Agreement and Rule 14d-2 under the Exchange Act, and not thereafter
withdraw such tender. Each Stockholder hereby acknowledges and agrees that
Parent's and Purchaser's obligation to accept for payment and pay for such
Stockholder's Shares in the Offer is subject to the terms and conditions of the
Offer. For all its Shares validly tendered in the Offer and not withdrawn, each
Stockholder will be entitled to receive the highest price paid by Purchaser
pursuant to the Offer.
SECTION 2.2. Certain Warranties. Without limiting the generality or
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effect of any other term or condition of the Offer, the transfer by Stockholder
of the Shares to Purchaser in the Offer shall pass to and unconditionally vest
in Purchaser good and valid title to the Shares, free and clear of all
Encumbrances whatsoever.
SECTION 2.3. Disclosure. Each Stockholder hereby authorizes Parent
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and Purchaser to publish and disclose in the Offer Documents and, if approval of
the Company's stockholders is required under applicable law, the Proxy Statement
(including all documents and schedules filed with the SEC), its identity and
ownership of the Company Common Stock and the nature of its commitments,
arrangements and understandings under this Agreement.
ARTICLE III.
OPTION
SECTION 3.1. Option Shares.
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(a) In order to induce Parent and Purchaser to enter into the Merger
Agreement, each Stockholder hereby grants to Parent or Purchaser, as Parent may
designate (the "Optionee"), an irrevocable option (each such option, a "Stock
Option") to purchase all, but not in any part or less than all, of such
Stockholder's Shares (in such context, the "Option Shares") at a
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purchase price per share equal to the higher of (i) $29.00, and (ii) if the
Offer is consummated, the highest price paid by Purchaser pursuant to the Offer
(the "Exercise Price").
(b) Each Stock Option may be exercised by the Optionee if (i) the
Merger Agreement becomes terminable under circumstances that would entitle
Parent to receive the Termination Fee pursuant to the first sentence of Section
8.2(b) of the Merger Agreement, (ii) the Offer is consummated but (due to
failure by the Stockholder who has granted such Stock Option to tender validly
and not withdraw) Purchaser has not accepted for payment or paid for all such
Stockholder's Shares or (iii) Parent becomes entitled to receive the Termination
Fee pursuant to the second sentence of Section 8.2(b) of the Merger Agreement.
(c) Each Stock Option (i) shall become exercisable, in whole but not
in part, on the date on which the first event referred to in Section 3.1(b)
shall occur or, if later, the date on which (A) all waiting periods under the
HSR Act required for the purchase of the Option Shares upon such exercise shall
have expired or been waived and all approvals of and consents to such purchase
required under applicable foreign antitrust and competition laws shall have been
obtained and be in full force and effect and (B) there shall not be in effect
any preliminary or final injunction or other order issued by any court or
governmental, administrative or regulatory agency or authority prohibiting the
exercise of such Stock Option pursuant to this Agreement, and (ii) shall remain
exercisable until the date which is 60 days following the first such date on
which such Stock Option becomes exercisable pursuant to clause (i) of this
Section 3.1(c).
(d) If the Optionee wishes to exercise a Stock Option it shall, prior
to the expiration thereof, send a written notice to Stockholder identifying the
time and place for the closing of such purchase at least three but not more than
10 business days prior to such closing. On the date of such closing, Parent
shall deliver the Exercise Price multiplied by the total number of Option Shares
being acquired against delivery by Stockholders of all certificates representing
such Option Shares, duly endorsed or accompanied by appropriate instruments of
transfer. Upon such delivery by the Stockholders, good and valid title to such
Option Shares shall pass to and unconditionally vest in Purchaser, free and
clear of all Encumbrances whatsoever.
(e) In the event (i) the Shares are acquired by Parent or any of its
affiliates upon exercise of the Stock Option or pursuant to the Offer and (ii)
within one year of the date of such acquisition Parent or any of its affiliates
acquires 20% or more of the outstanding shares of Company Common Stock from the
Company's stockholders (whether by means of a new tender offer, open-market
purchases, merger or otherwise), then the Stockholders shall be entitled to
receive, in respect of each Share, the excess, if any, of the highest price paid
by the
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Parent or any of its affiliates for such shares over the Exercise Price.
(f) In the event the Stock Option is exercised and Parent sells the
Option Shares within one year of the date of such exercise, Parent shall pay the
Stockholders, in respect of each Option Share, an amount equal to the net
proceeds received by Parent in respect of such sale, less the sum of (i) the
Exercise Price plus (ii) any additional amounts paid pursuant to Section 3.1(e).
In the event the Stock Option is exercised and Parent sells the Option Shares
after the first anniversary but before the second anniversary of such exercise,
Parent shall pay the Stockholders, in respect of each Option Share, an amount
equal to 50% of the net proceeds received by Parent in respect of such sale,
less the sum of (i) the Exercise Price plus (ii) any additional amounts paid
pursuant to Section 3.1(e). The provisions of this Section 3.1(f) shall be void
and of no further force or effect if Parent acquires 100% of the Company Common
Stock pursuant to the Merger Agreement or otherwise.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each Stockholder hereby represents and warrants to Parent and
Purchaser as follows:
SECTION 4.1. Due Authorization, etc. Such Stockholder has all
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requisite power and authority to execute, deliver and perform this Agreement, to
appoint Purchaser and Parent as its Proxy and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement,
the appointment of Purchaser and Parent as Stockholder's Proxy and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of Stockholder. This Agreement has been
duly executed and delivered by or on behalf of such Stockholder and constitutes
a legal, valid and binding obligation of such Stockholder, enforceable against
such Stockholder in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, moratorium or other similar laws and except
that the availability of equitable remedies, including specific performance, is
subject to the discretion of the court before which any proceeding for such
remedy may be brought. There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which such Stockholder is trustee
whose consent is required for the execution and delivery of this Agreement of
the consummation by such Stockholder of the transactions contemplated hereby.
SECTION 4.2. No Conflicts; Required Filings and Consents.
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(a) The execution and delivery of this Agreement by such Stockholder
does not, and the performance of this Agreement
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by such Stockholder will not, (i) conflict with or violate any trust agreement
or other similar documents relating to any trust of which such Stockholder is
trustee, (ii) conflict with or violate any law applicable to such Stockholder or
by which such Stockholder or any of such Stockholder's properties is bound or
affected or (iii) result in any breach of or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, acceleration or cancellation of, or result
in the creation of a lien or encumbrance on any assets of such Stockholder,
including, without limitation, such Stockholder's Shares, pursuant to, any note,
bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which such Stockholder is a party
or by which such Stockholder or any of such Stockholder's assets is bound or
affected, except, in the case of clauses (ii) and (iii), for any such breaches,
defaults or other occurrences that would not prevent or delay the performance by
such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder
does not, and the performance of this Agreement by such Stockholder will not,
require any consent, approval, authorization or permit of, or filing with or
notification to, any governmental or regulatory authority (other than any
necessary filing under the HSR Act or approvals or consents required under
applicable foreign antitrust or competition laws or the Exchange Act), domestic
or foreign, except where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would not
prevent or delay the performance by such Stockholder of such Stockholder's
obligations under this Agreement.
SECTION 4.3. Title to Shares. Such Stockholder is the sole record
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and beneficial owner of its Shares, free and clear of any pledge, lien, security
interest, mortgage, charge, claim, equity, option, proxy, voting restriction,
voting trust or agreement, understanding, arrangement, right of first refusal,
limitation on disposition, adverse claim of ownership or use or encumbrance of
any kind ("Encumbrances"), other than as set forth on Schedule 1.2 hereto and
other than restrictions imposed by the securities laws or pursuant to this
Agreement and the Merger Agreement.
SECTION 4.4. No Finder's Fees. No broker, investment banker,
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financial advisor or other person is entitled to any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf of
such Stockholder. Such Stockholder, on behalf of itself and its affiliates,
hereby acknowledges that it is not entitled to receive any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated hereby or by the Merger Agreement.
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ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF
PARENT AND PURCHASER
Parent and Purchaser hereby, jointly and severally, represent and
warrant to the Stockholders as follows:
SECTION 5.1. Due Organization, Authorization, etc. Purchaser and
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Parent are duly organized, validly existing and in good standing under the laws
of their jurisdiction of incorporation. Purchaser and Parent have all requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby by
each of Purchaser and Parent have been duly authorized by all necessary
corporate action on the part of Purchaser and Parent, respectively. This
Agreement has been duly executed and delivered by each of Purchaser and Parent
and constitutes a legal, valid and binding obligation of each of Purchaser and
Parent, enforceable against Purchaser and Parent in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws and except that the availability of equitable remedies,
including specific performance, is subject to the discretion of the court before
which any proceeding for such remedy may be brought.
SECTION 5.2. Investment Intent. The Optionee is acquiring each Stock
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Option and, if and when it exercises such Stock Option, will be acquiring the
Option Shares issuable upon the exercise thereof for its own account and not
with a view to distribution or resale in any manner which would be in violation
of the Securities Act.
ARTICLE VI.
MISCELLANEOUS
SECTION 6.1. Definitions. Terms used but not otherwise defined in
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this Agreement have the meanings ascribed to such terms in the Merger Agreement.
SECTION 6.2. Termination. This Agreement shall terminate and be of
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no further force and effect (i) by the written mutual consent of the parties
hereto or (ii) automatically and without any required action of the parties
hereto upon the Effective Time. No such termination of this Agreement shall
relieve any party hereto from any liability for any breach of this Agreement
prior to termination.
SECTION 6.3. Further Assurance. From time to time, at another
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party's request and without consideration, each party hereto shall execute and
deliver such additional documents and
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take all such further action as may be necessary or desirable to consummate and
make effective, in the most expeditious manner practicable, the transaction
contemplated by this Agreement.
SECTION 6.4. Certain Events. Each Stockholder agrees that this
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Agreement and such Stockholder's obligations hereunder shall attach to such
Stockholder's Shares and shall be binding upon any person or entity to which
legal or beneficial ownership of such Shares shall pass, whether by operation of
law or otherwise, including, without limitation, such Stockholder's heirs,
guardians, administrators, or successors. Notwithstanding any transfer of
Shares, the transferor shall remain liable for the performance of all its
obligations under this Agreement.
SECTION 6.5. No Waiver. The failure of any party hereto to exercise
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any right, power, or remedy provided under this agreement or otherwise available
in respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, any custom or practice of the
parties at variance with the terms hereof shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
SECTION 6.6. Specific Performance. Each Stockholder acknowledges
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that if such Stockholder fails to perform any of its obligations under this
Agreement immediate and irreparable harm or injury would be caused to Parent and
Purchaser for which money damages would not be an adequate remedy. In such
event, each Stockholder agrees that each of Parent and Purchaser shall have the
right, in addition to any other rights it may have, to specific performance of
this Agreement. Accordingly, if Parent or Purchaser should institute an action
or proceeding seeking specific enforcement of the provisions hereof, each
Stockholder hereby waives the claim or defense that Parent or Purchaser, as the
case may be, has an adequate remedy at law and hereby agrees not to assert in
any such action or proceeding the claim or defense that such a remedy at law
exists. Each Stockholder further agrees to waive any requirements for the
securing or posting of any bond in connection with obtaining any such equitable
relief.
SECTION 6.7. Notice. All notices and other communications given or
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made pursuant hereto shall be in writing and shall be deemed to have been duly
given or made (i) as of the date delivered or sent by facsimile if delivered
personally or by facsimile, and (ii) on the third business day after deposit in
the U.S. mail, if mailed by registered or certified mail (postage prepaid,
return receipt requested), in each case to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice, except that notices of changes of address shall be effective upon
receipt):
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(a) If to Parent or Purchaser:
Securitas AB
Xxxxxxxxxxxxxx 00
Xxxxxxxxx, Xxxxxx
Attention: President
Facsimile: 46 8 657 7071
With a copies to:
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000; and
Xxxxxxxxx'x, Inc.
World Support Center
0000 Xxxx Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000; and
Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Facsimile: (000) 000-0000
(b) If to a Stockholder, at the address set forth below such
Stockholder's name on Schedule I hereto.
SECTION 6.8. Expenses. Except as otherwise expressly set forth
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herein, all fees, costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby shall be paid by the party incurring
such fees, costs and expenses.
SECTION 6.9. Headings. The headings contained in this Agreement are
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for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
SECTION 6.10. Severability. If any term or other provision of this
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Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the
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end that transactions contemplated hereby are fulfilled to the maximum extent
possible.
SECTION 6.11. Entire Agreement; No Third-Party Beneficiaries. This
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Agreement constitutes the entire agreement and supersede any and all other prior
agreements and undertakings, both written and oral, among the parties, or any of
them, with respect to the subject matter hereof, and this Agreement is not
intended to confer upon any other person any rights or remedies hereunder.
SECTION 6.12. Assignment. This Agreement shall not be assigned by
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operation of law or otherwise.
SECTION 6.13. Governing Law. This Agreement shall be governed by,
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and construed in accordance with, the laws of the State of Delaware applicable
to contracts executed in and to be performed entirely within that State.
SECTION 6.14. Amendment. This Agreement may not be amended except by
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an instrument in writing signed by the parties hereto.
SECTION 6.15. Waiver. Any party hereto may (a) extend the time for
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the performance of any of the obligations or other acts of the other parties
hereto, (b) waive any inaccuracies in the representations and warranties of the
other parties hereto contained herein or in any document delivered pursuant
hereto and (c) waive compliance by the other parties hereto with any of their
agreements or conditions contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only as against such party
and only if set forth in an instrument in writing signed by such party. The
failure of any party hereto to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of those rights.
SECTION 6.16. Counterparts. This Agreement may be executed in one or
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more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which
shall constitute one and the same agreement.
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IN WITNESS WHEREOF, Parent, Purchaser and the Stockholders have caused
this Agreement to be executed as of the date first written above.
SECURITAS AB
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: President and Chief Executive
Officer
SECURITAS ACQUISITION CORP.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: President
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, as trustee of
THE XXXXXX X. XXXXXX CHARITABLE
REMAINDER UNITRUST 1999, created
February 10, 1999
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, as trustee of
THE XXXXXX 1999 ANNUITY TRUST,
created February 10, 1999
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, as trustee of
THE XXXXXX X. XXXXXX FOUNDATION
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Schedule I
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Number of Shares
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Name and Address of Stockholder Owned
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The Xxxxxx X. Xxxxxx Charitable 3,546,415
Remainder Unitrust 1999
000 Xxxx Xxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
The Xxxxxx 1999 Annuity Trust 135,000
000 Xxxx Xxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
The Xxxxxx X. Xxxxxx Foundation 19,122
000 Xxxx Xxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
