EXHIBIT (c)(9)
STOCKHOLDER AGREEMENT,
dated as of July 23, 1997, among
NEWPORT INVESTMENT LLC, a Delaware
limited liability company (the
"Investor") and the individuals
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listed on SCHEDULE A attached
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hereto (each, a "Stockholder" and,
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collectively, the "Stockholders").
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WHEREAS, the Investor and Alliance Imaging, Inc. (the "Company")
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propose to enter into an Agreement and Plan of Merger dated as of the effective
date hereof (as the same may be amended or supplemented, the "Merger Agreement")
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providing for the merger with and into the Company of a corporation to be formed
and wholly owned by the Investor (the "Merger"), upon the terms and subject to
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the conditions set forth in the Merger Agreement, a copy of which is attached
hereto as Exhibit I;
WHEREAS, each Stockholder owns (a) the number of shares of common
stock, par value $.01 per share, of the Company (the "Common Stock") set forth
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opposite his or its name on SCHEDULE A attached hereto and/or (b) shares of
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Series D Cumulative Redeemable Convertible Preferred Stock, par value $.01 per
share, of the Company (the "Series D Stock" and collectively with the Common
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Stock, the "Capital Stock"), which are convertible into the number of shares of
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Common Stock set forth opposite his or its name on SCHEDULE A attached hereto
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(such shares of Capital Stock, together with any other shares of Capital Stock
of the Company acquired by such Stockholders after the date hereof and during
the term of this Agreement (including, without limitation, through the
conversion of any convertible securities or through the exercise of any Company
Stock Options or Warrants), being collectively referred to herein as the
"Subject Shares");
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WHEREAS, each Stockholder owns Company Stock Options or Warrants
pursuant to which such Stockholder has the right to acquire the number of shares
of Common Stock set forth opposite his or its name on SCHEDULE A attached
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hereto;
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, the Investor has requested that each Stockholder enter into this
Agreement;
NOW, THEREFORE, to induce the Investor to enter into, and in
consideration of its entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows (capitalized terms used herein but not
defined herein have the meanings set forth in the Merger Agreement):
1. REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER.
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Each Stockholder hereby represents and warrants, severally and not
jointly, to the Investor as of the date hereof in respect of himself or itself
as follows:
(A) AUTHORITY. The Stockholder has all requisite power and
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authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement
by the Stockholder, and the consummation of the transactions contemplated
hereby, have been duly authorized by all necessary action on the part of the
Stockholder. This Agreement has been duly executed and delivered by the
Stockholder and constitutes a valid and binding obligation of the Stockholder
enforceable against the Stockholder in accordance with its terms. Except for the
expiration or termination of the waiting periods under the HSR Act,
informational filings wit h the SEC, and compliance with any applicable state
securities laws, the execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated hereby and compliance with the
terms hereof will not, (i) conflict with, or result in any violation of, or
default (with or without notice or lapse of time or both) under any provision
of, any certificate or articles of incorporation, bylaws, certificate or
articles of limited partnership, limited partnership agreement, trust agreement,
loan or credit agreement, note, bond, mortgage, indenture, lease or other
agreement, instrument, permit, concession, franchise, license, judgment, order,
notice, decree, statute, law, ordinance, rule or regulation applicable to the
Stockholder or to the Stockholder's property or assets, including the Subject
Shares, (ii) to such Stockholder's knowledge, require any filing with, or
permit, authorization, consent or approval of, or notice to, any federal, state
or local government or any court, tribunal, administrative agency or commission
or other governmental or regulatory authority or agency, domestic, foreign or
supranational, or (iii) to such Stockholder's knowledge, violate any order,
writ, injunction, decree, statute, rule or regulation applicable to the
Stockholder or any of the Stockholder's properties or assets, including the
Subject Shares. If the Stockholder is a natural person and is married, and the
Stockholder's Subject Shares constitute community property or otherwise need
spousal or other approval for this Agreement to be legal, valid and binding,
this Agreement has been duly authorized, executed and delivered by, and
constitutes a valid and binding agreement of, the Stockholder's spouse,
enforceable against such spouse in accordance with its terms. No trust of which
such Stockholder is a trustee requires the consent of any beneficiary to the
execution and delivery of this Agreement or to the consummation of the
transactions contemplated hereby.
(B) THE SUBJECT SHARES. The Stockholder is the record and
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beneficial owner of, and has good and marketable title to, the Subject Shares,
Company Stock Options and/or Warrants set forth opposite his or its name on
SCHEDULE A
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attached hereto, free and clear of any Liens (except for any Subject Shares that
are held of record by the Depositary Trust Company, or its nominee, for the
benefit of any Stockholder, which shall be transferred into record ownership of
such Stockholder as soon as practicable after the date hereof). The Stockholder
does not own, of record or beneficially, any shares of capital stock of the
Company or any Subsidiary or any option, warrants, rights or other secu rities
convertible into or exercisable for shares of capital stock of the Company other
than the Subject Shares, Company Stock Options and Warrants set forth opposite
his or its name on Schedule A attached hereto, and other than the Company's
Senior Notes which are convertible into shares of the Company's Series E
Cumulative Redeemable Convertible Preferred Stock, par value $.01, none of which
Senior Notes are so convertible prior to January 1, 1998. Except as set forth on
Schedule 1(b), the Stockholder has the sole right to vote Subject Shares owned
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by it, and, none of such Subject Shares is subject to any voting trust or other
agreement, arrangement or restriction with respect to the voting of such Subject
Shares, except as contemplated by this Agreement.
(C) BROKERS. No broker, finder, investment banker or other person
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retained by such Stockholder is entitled to any brokerage, finder's or other fee
or commission in connection with the execution of this Agreement by such
Stockholder or the performance by such Stockholder of its obligations hereunder
(it being understood that Salomon Brothers Inc may be entitled to certain fees
and expenses in connection with the transactions contemplated by the Merger
Agreement, which fees and expenses shall be paid by the Company as set forth in
the Merger Agreement).
2. OPTION TO PURCHASE SHARES.
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Each Stockholder hereby severally grants to the Investor an option to
purchase (the "Option"), in the Investor's sole discretion, all Subject Shares
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set forth opposite such Stockholder's name on SCHEDULE A hereto, at a price per
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Share equal to the Cash Merger Price or, in respect of a share of Series D
Stock, an amount in cash equal to the Cash Merger Price for each Share that
would have been received had such share of Series D Stock been converted into
Shares immediately prior to such purchase (the "Exercise Price"). The Option
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shall be exercisable by the Investor, as to all Stockholders, at any time prior
to the termination of this Agreement, by delivery of a notice of exercise to all
Stockholders at the address of each Stockholder set forth in SCHEDULE A. The
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Subject Shares shall be delivered (with any appropriate executed stock power) by
each Stockholder to Irell & ▇▇▇▇▇▇▇ (the "Escrow Agent"), which shall hold the
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Subject Shares in escrow pending receipt by the Stockholder of the purchase
price payable therefor; upon such receipt the Subject Shares shall be delivered
by the Escrow Agent to Investor. Within ten business days after delivery of
such notice, the Investor shall pay to each Stockholder a cash amount
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equal to the aggregate Exercise Price payable in respect of such Stockholder's
Subject Shares against delivery of certificates representing such Subject
Shares.
3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.
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(A) AUTHORITY. The Investor has all requisite power and authority
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to enter into this Agreement and to consummate the transactions contemplated
hereby. The execution, delivery and performance of this Agreement by the
Investor, and the consummation of the transactions contemplated hereby, have
been duly authorized by all necessary action on the part of the Investor. This
Agreement has been duly executed and delivered by the Investor and constitutes a
valid and binding obligation of the Investor, enforceable against the Investor
in accordance with its terms. Except for the expiration or termination of the
waiting periods under the HSR Act, informational filings with the SEC, the
execution and delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby and compliance with the terms hereof will not,
(i) conflict with, or result in any violation of, or default (with or without
notice or lapse of time or both) under any provision of, any certificate or
articles of incorporation, bylaws, certificate or articles of limited
partnership, limited partnership agreement, trust agreement, loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit, concession, franchise, license, judgment, order, notice,
decree, statute, law, ordinance, rule or regulation applicable to the Investor
or to the Investor's property or assets, (ii) require any filing with, or
permit, authorization, consent or approval of, or notice to, any federal, state
or local government or any court, tribunal, administrative agency or commission
or other governmental or regulatory authority or agency, domestic, foreign or
supranational, or (iii) violate any order, writ, injunction, decree, statute,
rule or regulation applicable to the Investor or any of the Investor's
properties or assets.
(B) BROKERS. No broker, finder, investment banker or other person
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is entitled to any brokerage, finder's or other fee or commission for which any
Stockholder will be liable in connection with the execution of this Agreement by
the Investor or the performance by the Investor of its obligations hereunder.
(C) COMPLETE AGREEMENT; ADDITIONAL OR SIDE AGREEMENTS. This
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Agreement represents the complete agreement between the Investor and each
Stockholder, and there are no additional or side agreements between the Investor
and any Stockholder with respect to any matter referenced herein.
(D) NO REGISTRATION REQUIREMENT. No registration under the
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Securities Act (as defined below) is required in connection with the grant of
the Option or the sale of Subject Shares pursuant to the exercise of the Option.
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4. COVENANTS OF EACH STOCKHOLDER.
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Each Stockholder, severally and not jointly, agrees, subject to the
terms and conditions of this Agreement, as follows:
(A) In connection with any closing of a purchase and sale pursuant to
the exercise of an Option, each Stockholder agrees to deliver to the Escrow
Agent promptly after receipt of a notice of exercise, all certificates
evidencing the Subject Shares held by such Stockholder, duly endorsed in blank
for transfer, or accompanied by stock powers and such other documents as may be
necessary in the Investor's judgment to transfer record ownership of the Subject
Shares being sold pursuant to such exercise to or as directed by the Investor.
(B) At any meeting of stockholders of the Company called to vote upon
the Merger and the Merger Agreement or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval (including by
written consent) with respect to the Merger and the Merger Agreement is sought,
the Stockholder shall vote (or cause to be voted) the Subject Shares (except for
the Series D Stock, unless it shall first have been converted into Common Stock)
in favor of the Merger and the adoption by the Company of the Merger Agreement.
(C) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the Stockholder's
vote, consent or other approval is sought, the Stockholder shall vote (or cause
to be voted) the Subject Shares (except for the Series D Stock, unless it shall
first have been converted into Common Stock) against (i) any Alternative
Transaction as such term is defined in Section 5.2 of the Merger Agreement, (ii)
any amendment of the Company's certificate of incorporation or by-laws or other
proposal or transaction involving the Company, which amendment or other proposal
or transaction would be reasonably likely to impede, frustrate, prevent or
nullify the Merger, the Merger Agreement or any of the other transactions
contemplated by the Merger Agreement or change in any manner the voting rights
of any class of Company Common Stock, or (iii) any action that would cause the
Company to breach any representation, warranty or covenant contained in the
Merger Agreement. Subject to Section 11, the Stockholder further agrees not to
enter into any agreement or take any action inconsistent with the foregoing.
(D) The Stockholder shall not, prior to the earliest of (i) the
Effective Time and (ii) the termination of this Agreement in accordance with its
terms, (A) sell, transfer, give, pledge, assign or otherwise dispose of
(including by gift) (collectively, "Transfer"), or consent to any Transfer of,
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any or all of such Subject Shares or any interest therein or enter into any
contract, option or other arrangement (including any profit sharing arrangement)
with respect to the Transfer of, the Subject Shares to any person (unless such
person agrees in
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writing to be bound by all of the terms of this Agreement and written notice of
such Transfer is given promptly to Investor) other than pursuant to the terms of
the Merger or (B) enter into any voting arrangement, directly or indirectly,
whether by proxy, voting agreement or otherwise, in respect of the Subject
Shares, and the Stockholder agrees not to commit or agree to take any of the
foregoing actions.
(E) Subject to the terms of Section 11, during the term of this
Agreement, the Stockholder shall not, nor shall it permit any investment banker,
financial advisor, attorney, accountant or other representative retained by it,
to, directly or indirectly, (i) solicit, initiate or encourage (including by way
of furnishing information), or take any other action to facilitate, any
inquiries or the making of any proposal that may lead to an Alternative
Transaction or (ii) participate in any discussions or negotiations regarding any
proposed Alternative Transaction.
(F) [intentionally left blank]
(G) Such Stockholder, and any beneficiary of a revocable trust for
which such Stockholder serves as trustee, shall not take any action to revoke or
terminate such trust or take any other action which would restrict, limit or
frustrate in any way the transactions contemplated by this Agreement.
(H) Each Stockholder agrees that to the extent he or it receives
notice, pursuant to Section 2, of Investor's exercise of its Option, he or it
will, in accordance with applicable law, promptly (x) convert such shares of
Preferred Stock owned by it into Common Stock (provided that any such conversion
shall be contemporaneous with the purchase pursuant to such exercise of the
Option) and (y) exercise such Warrants and Company Stock Options owned by it.
With respect to Warrants and Company Stock Options that are not exercised prior
to the Effective Time, it is agreed that each Stockholder shall be entitled to a
"cashless net proceeds" exercise of such Warrants and Company Stock Options at
the Effective Time.
5. GRANT OF IRREVOCABLE PROXY; APPOINTMENT OF PROXY.
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Each Stockholder hereby irrevocably grants to, and appoints, the
Investor and ▇▇▇▇ ▇▇▇▇▇▇, in his capacity as an officer of the Investor, and any
individual who shall hereafter succeed to any such office of the Investor, such
Stockholder's proxy and attorney-in-fact (with full power of substitution), for
and in the name, place and stead of such Stockholder, (i) to vote such Stoc
kholder's Subject Shares (except for the Series D Stock, unless it shall first
have been converted into Common Stock), or grant a consent or approval with
respect to the Merger and the adoption by the Company of the Merger Agreement
and (ii) to vote such Stockholder's Subject Shares (except for the Series D
Stock, unless it shall first have been converted into Common Stock), against (x)
any Alternative Transaction, as such term is defined
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in Section 5.2 of the Merger Agreement, (y) any amendment of the Company's
certificate of incorporation or by-laws or other proposal or transaction
involving the Company, which amendment or other proposal or transaction would be
reasonably likely to impede, frustrate, prevent or nullify the Merger, the
Merger Agreement or any of the other transactions contemplated by the Merger
Agreement or change in any manner the voting rights of any class of Company
Common Stock, or (z) any action that would cause the Company to breach any
representation, warranty or covenant contained in the Merger Agreement. The
proxy granted pursuant to this Section (i) shall not affect the Stockholder's
ability to make an election, pursuant to the terms and conditions of the Merger
Agreement, to receive cash or stock as consideration in the Merger, (ii) shall
terminate upon the termination of this Agreement pursuant to Section 9 and (iii)
is subject to the Investor's compliance with Section 14.
(A) Each Stockholder represents that there are no proxies heretofore
given in respect of such Stockholder's Subject Shares.
(B) Each Stockholder hereby affirms that each irrevocable proxy
granted pursuant to this Section 5 is given in connection with the execution of
the Merger Agreement, and that each such irrevocable proxy is given to secure
the performance of the duties of the Stockholder under this Agreement. Such
Stockholder hereby further affirms that each such irrevocable proxy is coupled
with an interest and may under no circumstances be revoked. Each Stockholder
hereby ratifies and confirms all that the holder of each irrevocable proxy may
lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is
executed and intended to be irrevocable in accordance with the provisions of
Section 212(e) of the Delaware General Corporation Law (the "DGCL"); provided,
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that each such irrevocable proxy shall terminate upon termination of this
Agreement pursuant to Section 9.
6. FURTHER ASSURANCES.
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Each Stockholder will, at the Investor's expense, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as the Investor may reasonably
request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.
7. CERTAIN EVENTS.
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Each Stockholder agrees that this Agreement and the obligations
hereunder shall attach to such Stockholder's Subject Shares and shall be binding
upon any person or entity to which legal or beneficial ownership of such Subject
Shares shall pass, wh ether by operation of law or otherwise, including without
limitation such Stockholder's heirs, guardians, administrators or successors.
In the event of any stock split, stock dividend,
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merger, reorganization, recapitalization or other change in the capital
structure of the Company affecting the Company Common Stock, or the acquisition
of additional shares of Company Common Stock or other voting securities of the
Company by any Stockholder, the number of Subject Shares listed in Schedule A
beside the name of such Stockholder shall be adjusted appropriately and this
Agreement and the obligations hereunder shall attach to any additional shares of
Company Common Stock or other voting securities of the Company issued to or
acquired by such Stockholder.
8. ASSIGNMENT.
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Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties without the prior written
consent of the other parties, except that (i) the Investor may assign any or all
of its rights, interests and obligations hereunder to the extent it assigns its
rights, interests or obligations pursuant to Section 9.7 of the Merger
Agreement, and (ii) the Investor may assign, in its sole discretion, any and all
of its rights, interests and obligations hereunder to any direct or indirect
wholly owned subsidiary of the Investor, provided that the Investor will
continue to remain primarily liable for its obligations hereunder in the event
of any assignment pursuant to this clause (ii). Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and permitted
assigns.
9. TERM; TERMINATION.
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This Agreement shall become effective upon execution and delivery by
all of the parties hereto (provided that Investor has received options from the
parties hereto and, if applicable, the Company to purchase more than 50% of the
Common Stock, on a fully diluted basis), and this Agreement and all rights and
obligations of the parties hereunder, shall terminate on the earlier of (a)
December 31, 1997 (unless a notice pursuant to Section 2 shall have been sent
within 10 business days prior to such date and the sale of Shares pursuant to
such notice shall not have been consummated), (b) the date on which the Merger
Agreement is terminated in accordance with its terms, unless within 15 business
days of such date the Investor delivers the notice in connection with the Option
as set forth in Section 2; provided, however, that if, in such event, the
Investor sells, or agrees to sell, any Shares acquired pursuant to the exercise
of the Option within 60 days of the date of such exercise, all proceeds from
such sale in excess of $11.00 per Share shall be paid by the Investor to the
Stockholders pro rata, based on their percentage ownership of Subject Shares
(with Series D Stock deemed converted to Common Stock for this purpose), (c)
subject to clause (b) above, the date on which a notice of termination is
delivered by the Investor to the Stockholders or (d) the date on which the
Investor breaches any of the covenants set forth in Section 14.
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10. GENERAL PROVISIONS.
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(A) AMENDMENTS. This Agreement may not be amended except by an
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instrument in writing signed by each o f the parties hereto.
(B) NOTICE. All notices and other communications hereunder shall be
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in writing and shall be deemed given when delivered by facsimile (with
confirmation of delivery) or personally or sent by overnight courier (providing
proof of delivery) to the Investor in accordance with Section 9.2 of the Merger
Agreement and to the Stockholders at their respective addresses and facsimile
numbers set forth on Schedule A attached hereto (or at such other address and
facsimile number for a party as shall be specified by like notice).
(C) INTERPRETATION. When a reference is made in this Agreement to an
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Article or a Section, such reference shall be deemed made to an Article or a
Section of this Agreement, unless otherwise indicated. The headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. Unless the context otherwise
requires, words importing the singular shall include the plural, and vice versa.
Wherever the words "include," "includes" or "including" are used in this
Agreement, they shall be deemed to be followed by the words "without
limitation." Capitalized terms used and not otherwise defined in this Agreement
shall have the respective meanings assigned to them in the Merger Agreement.
(D) COUNTERPARTS. This Agreement may be executed in one or more
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counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more of the counterparts have been signed by
each of the parties and delivered to the other party, it being understood that
each party need not sign the same counterpart.
(E) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This Agreement
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(including the documents and instruments referred to herein) (i) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof
and (ii) is not intended to confer upon any person other than the parties hereto
any rights or remedies hereunder.
(F) GOVERNING LAW. This Agreement shall be governed by, and
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construed in accordance with, the laws of the State of Delaware regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law thereof.
(G) VOIDABILITY. If prior to the execution hereof, the Board of
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Directors of the Company shall not have duly and validly authorized and approved
by all necessary corporate action, this Agreement, the Merger Agreement and the
transactions contemplated hereby and thereby, so that by the
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execution and delivery hereof the Investor would become, or could reasonably be
expected to become an "interested stockholder" with whom the Company would be
prevented for any period pursuant to Section 203 of the DGCL from engaging in
any "business combination" (as such terms are defined in Section 203 of the
DGCL), then this Agreement shall be void and unenforceable until such time as
such authorization and approval shall have been duly and validly obtained.
(H) EXPENSES. Except as otherwise provided herein, all costs and
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expenses incurred in connection with the transactions contemplated by this
Agreement shall be paid by the party incurring such expenses.
11. STOCKHOLDER CAPACITY.
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No person executing this Agreement who is or becomes during the term
hereof a director or officer of the Company makes any agreement or understanding
herein in his capacity as such director or officer. Each Stockholder signs
solely in his capacity as the record holder and beneficial owner of, or the
trustee of a trust whose beneficiaries are the beneficial owners of, such
Stockholder's Subject Shares and nothing herein (including, without limitation,
the provisions of Section 4(e)) shall limit or affect any actions taken by a
Stockholder in his capacity as an officer or director of the Company.
12. ENFORCEMENT.
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The parties agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement in any court of the United States located in the State of
Delaware or in a Delaware state court, this being in addition to any other
remedy to which they are entitled at law or in equity. In addition, each of the
parties hereto (i) consents to submit such party to the personal jurisdiction of
any Federal court located in the State of Delaware or any Delaware state court
in the event any dispute arises out of this Agreement or any of the transactions
contemplated hereby, (ii) agrees that such party will not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from any
such court, (iii) agrees that such party will not bring any action relating to
this Agreement or the transactions contemplated hereby in any court other than a
Federal court sitting in the state of Delaware or a Delaware state court and
(iv) waives any right to trial by jury with respect to any claim or proceeding
related to or arising out of this Agreement or any of the transactions
contemplated hereby.
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13. PUBLIC ANNOUNCEMENTS.
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Neither the Investor nor any Stockholder shall issue any press release
or make any public statement without the prior written consent of the other
parties hereto, except as may be re quired by applicable law, court process or
by obligations pursuant to any listing agreement with any national securities
exchange.
14. INVESTOR COVENANTS.
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Investor covenants and agrees that without terminating this Agreement:
(A) Neither the Merger Agreement nor this Agreement will be amended,
and no condition in the Merger Agreement will be waived, so as to: (i) reduce
the value of the consideration payable in the Merger, (ii) materially adversely
affect the timing of the closing of the Merger, (iii) reduce the Cash Merger
Price, or (iv) otherwise adversely affect the interests of the Stockholders.
(B) Upon its formation, Newco will execute and deliver a joinder to
the Merger Agreement, rendering it a party thereto, and obligating it to perform
thereunder.
15. PIGGYBACK REGISTRATION RIGHTS.
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From and after the Effective Time, the Investor shall cause the
Company to grant to each Stockholder piggyback registration rights (subject to
standard cutbacks) with respect to any offering of Common Stock made by the
Investor that is registered pursuant to the Securities Act of 1933, as amended
(the "Securities Act"). Such piggyback registration rights shall be available
only to the extent that, and so long as, such Stockholder's Subject Shares are
not freely tradable (e.g., subject to Rule 145 or Rule 144) under the Securities
Act.
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IN WITNESS WHEREOF, the Investor and the Stockholders have
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caused this Agreement to be duly executed and delivered effective as of the date
of the Merger Agreement.
NEWPORT INVESTMENT LLC
By:/s/▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
STOCKHOLDERS:
_______________________________
Print Name of Stockholder
_______________________________
Signature
_______________________________
Name of Authorized Person Signing
_______________________________
Title of Authorized Person Signing
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IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:_____________________________
Name:
Title:
STOCKHOLDERS:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
_______________________________
Print Name of Stockholder
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________________
Signature
_______________________________
Name of Authorized Person Signing
_______________________________
Title of Authorized Person Signing
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IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:_____________________________
Name:
Title:
STOCKHOLDERS:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Custodian
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
_______________________________
Print Name of Stockholder
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Custodian
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
_______________________________
Signature
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Custodian
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
_______________________________
Name of Authorized Person Signing
_______________________________
Title of Authorized Person Signing
-14-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:_____________________________
Name:
Title:
STOCKHOLDERS:
CIG & Co.
_______________________________
Print Name of Stockholder
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
_______________________________
Signature
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
_______________________________
Name of Authorized Person Signing
Partner
_______________________________
Title of Authorized Person Signing
BENEFICIAL OWNERS:
Connecticut General Life Insurance Company,
CIGNA Property and Casualty Insurance Company,
Life Insurance Company of North America and
Century Indemnity Company
By CIGNA Investments, Inc.
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
-15-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:_____________________________
Name:
Title:
STOCKHOLDERS:
Meridian Trust Company as Voting
Trustee under Agreement dated
12/29/88
_______________________________
Print Name of Stockholder
/s/▇▇▇▇ ▇. ▇▇▇▇
_______________________________
Signature
▇▇▇▇ ▇. ▇▇▇▇
_______________________________
Name of Authorized Person Signing
Assistant Vice President
_______________________________
Title of Authorized Person Signing
-16-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:_____________________________
Name:
Title:
STOCKHOLDERS:
Northwestern Mutual Life
Insurance Company
_______________________________
Print Name of Stockholder
/s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Signature
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Name of Authorized Person Signing
Vice President
_______________________________
Title of Authorized Person Signing
-17-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:_____________________________
Name:
Title:
STOCKHOLDERS:
Bedrock Asset Trust I
By: Wilmington Trust Company,
not in its individual capacity
but solely as owner trustee
_______________________________
Print Name of Stockholder
/s/▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Signature
Senior Financial Services Officer
_______________________________
Name of Authorized Person Signing
_______________________________
Title of Authorized Person Signing
-18-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:_____________________________
Name:
Title:
STOCKHOLDERS:
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: Lincoln Investment
Management, Inc., Its
Attorney-in-Fact
_______________________________
Print Name of Stockholder
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________________
Signature
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________________
Name of Authorized Person Signing
Vice President
_______________________________
Title of Authorized Person Signing
-19-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:_____________________________
Name:
Title:
STOCKHOLDERS:
THE TRAVELERS INSURANCE COMPANY
_______________________________
Print Name of Stockholder
/s/A. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________
Signature
A. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________
Name of Authorized Person Signing
Second Vice President
_______________________________
Title of Authorized Person Signing
TRAL & CO, as nominee for the Travelers
Insurance Company
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
Attorney-in-Fact
-20-
IN WITNESS WHEREOF, the Investor and the Stockholders have caused this
Agreement to be duly executed and delivered effective as of the date of the
Merger Agreement.
NEWPORT INVESTMENT LLC
By:_____________________________
Name:
Title:
STOCKHOLDERS:
THE GE FUND
_______________________________
Print Name of Stockholder
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_______________________________
Signature
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_______________________________
Name of Authorized Person Signing
Attorney-in-Fact
_______________________________
Title of Authorized Person Signing
CONSENTED AND AGREED TO AS OF
THE DATE FIRST WRITTEN ABOVE:
GENERAL ELECTRIC COMPANY
acting through GE Medical Systems
By: /s/▇▇▇▇ ▇▇▇▇▇▇
Its: Manager-Financial Services
CONSENTED AND AGREED TO AS OF
THE DATE FIRST WRITTEN ABOVE:
THE GE FUND
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Attorney-in-Fact
-21-
SCHEDULE 1(B)
Amended and Restated Standstill Agreement dated as of December 31,
1996, between the Registrant and Connecticut General Life Insurance Company,
CIGNA Property and Casualty Insuance Company, Insurance Company of North America
and Life Insurance Company of North America
Amended and Restated Standstill Agreement, dated as of December 31,
1996, between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and Alliance Imaging, Inc.
Amended and Restated Standstill Agreement, dated as of December 31,
1996, between each of The Northwestern Mutual Life Insurance Company, The
Travelers Indemnity Company, The Travelers Insurance Company, The Travelers Life
and Annuity Company, The Lincoln National Life Insurance Company and Bedrock
Asset Trust I and Alliance Imaging, Inc.
Amended and Restated Standstill Agreement, dated as of December 31,
1996, between DLJ Capital Corporation and Alliance Imaging, Inc.
Voting Trust Agreement between Meridian Trust company, as voting
trustee, and DLJ Capital corporation dated as of December 29, 1988
-22-
SCHEDULE A
----------
NUMBER OF
SUBJECT SHARES
PURSUANT TO
NUMBER OF NUMBER OF EXERCISE OF
SHARES OF SHARES OF COMPANY COMPANY STOCK
NAME AND ADDRESS SERIES D COMMON STOCK OPTIONS AND
OF STOCKHOLDER STOCK BENEFICIALLY OWNED WARRANTS
--------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 257,139* 460,000
---------------------------
(Name)
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------
(▇▇▇▇▇▇)
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
---------------------------
(City, State, Zip)
--------------------------------------------------------------------------------
*Includes 196,593 shares as community property, 30,273 owned by
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a minor son, and 30,273 shares owned by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a minor
daughter. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is Trustee of the ▇▇▇▇▇▇ Children's Trusts for his
children.
SCHEDULE A
----------
NUMBER OF
SUBJECT SHARES
PURSUANT TO
NUMBER OF NUMBER OF EXERCISE OF
SHARES OF SHARES OF COMPANY COMPANY STOCK
NAME AND ADDRESS SERIES D COMMON STOCK OPTIONS AND
OF STOCKHOLDER STOCK BENEFICIALLY OWNED WARRANTS
--------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 364,045* 205,025
-------------------------------
(Name)
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
(▇▇▇▇▇▇)
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
(City, State, Zip)
--------------------------------------------------------------------------------
*Includes 309,620 shares held as community property, 37,027 in ▇▇▇▇▇▇▇
▇▇▇▇'▇ self-directed ▇▇▇ account, 3,218 in ▇▇▇▇▇▇▇▇ ▇▇▇▇'▇ self-directed ▇▇▇
account, 7,090 shares owned by ▇▇▇▇▇▇▇ ▇▇▇▇, a minor son and 7,090 shares owned
by ▇▇▇▇▇▇▇ ▇▇▇▇, a minor daughter. ▇▇. ▇▇▇▇ is custodian for his minor
children.
SCHEDULE A
----------
NUMBER OF
SUBJECT SHARES
PURSUANT TO
NUMBER OF EXERCISE OF
NUMBER OF SHARES OF COMPANY COMPANY STOCK
NAME AND ADDRESS SHARES OF COMMON STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
--------------------------------------------------------------------------------
Bedrock Asset Trust I 385,150 8,880
__________________________
(Name)
__________________________
(Street)
__________________________
(City, State, Zip)
--------------------------------------------------------------------------------
SCHEDULE A
----------
NUMBER OF
SHARES OF COMPANY NUMBER OF SUBJECT SHARES PURSUANT TO
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK EXERCISE OF COMPANY STOCK OPTIONS
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED AND WARRANTS
------------------------------------------------------------------------------------------------------------
GE Fund
18,000 3,000,000 50,000
__________________________ (reflecting
(Name) convertibility of
Series D Stock)
c/o General Electric Company
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
__________________________
(Street)
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________
(City, State, Zip)
------------------------------------------------------------------------------------------------------------
SCHEDULE A
----------
NUMBER OF
SUBJECT SHARES
PURSUANT TO
NUMBER OF EXERCISE OF
NUMBER OF SHARES OF COMPANY COMPANY STOCK
NAME AND ADDRESS SHARES OF COMMON STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
--------------------------------------------------------------------------------
The Northwestern Mutual
Life Insurance Company 1,988,200 41,863
__________________________
(Name)
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
__________________________
(Street)
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________
(City, State, Zip)
--------------------------------------------------------------------------------
SCHEDULE A
----------
NUMBER OF
SUBJECT SHARES
PURSUANT TO
NUMBER OF EXERCISE OF
NUMBER OF SHARES OF COMPANY COMPANY STOCK
NAME AND ADDRESS SHARES OF COMMON STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
--------------------------------------------------------------------------------
Meridian Trust Company as 1,091,617
Voting Trustee under
agreement dated 12/29/88
__________________________
(Name)
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
__________________________
(Street)
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________
(City, State, Zip)
--------------------------------------------------------------------------------
SCHEDULE A
----------
NUMBER OF
SUBJECT SHARES
PURSUANT TO
NUMBER OF EXERCISE OF
NUMBER OF SHARES OF COMPANY COMPANY STOCK
NAME AND ADDRESS SHARES OF COMMON STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
--------------------------------------------------------------------------------
CIG & Co 485,000 11,200
__________________________
(Name)
__________________________
(Street)
__________________________
(City, State, Zip)
--------------------------------------------------------------------------------
SCHEDULE A
----------
NUMBER OF
SUBJECT SHARES
PURSUANT TO
NUMBER OF EXERCISE OF
NUMBER OF SHARES OF COMPANY COMPANY STOCK
NAME AND ADDRESS SHARES OF COMMON STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
--------------------------------------------------------------------------------
THE TRAVELERS INSURANCE
COMPANY 431,385 10,986
__________________________
(Name)
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
__________________________
(▇▇▇▇▇▇)
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
__________________________
(City, State, Zip)
--------------------------------------------------------------------------------
SCHEDULE A
----------
NUMBER OF
SUBJECT SHARES
PURSUANT TO
NUMBER OF EXERCISE OF
NUMBER OF SHARES OF COMPANY COMPANY STOCK
NAME AND ADDRESS SHARES OF COMMON STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
--------------------------------------------------------------------------------
THE TRAVELERS INDEMNITY 372,123 9,501
COMPANY
__________________________
(Name)
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
__________________________
(▇▇▇▇▇▇)
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
__________________________
(City, State, Zip)
--------------------------------------------------------------------------------
SCHEDULE A
----------
NUMBER OF
SUBJECT SHARES
PURSUANT TO
NUMBER OF EXERCISE OF
NUMBER OF SHARES OF COMPANY COMPANY STOCK
NAME AND ADDRESS SHARES OF COMMON STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
--------------------------------------------------------------------------------
THE TRAVELERS LIFE AND
ANNUITY COMPANY 195,620 4,884
__________________________
(Name)
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
__________________________
(▇▇▇▇▇▇)
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
__________________________
(City, State, Zip)
--------------------------------------------------------------------------------
SCHEDULE A
----------
NUMBER OF
NUMBER OF SUBJECT SHARES
SHARES OF COMPANY PURSUANT TO
NUMBER OF COMMON STOCK EXERCISE OF
SHARES OF BENEFICIALLY OWNED COMPANY STOCK
SERIES D STOCK OPTIONS AND
NAME AND ADDRESS WARRANTS
OF STOCKHOLDER
--------------------------------------------------------------------------------
The Lincoln National Life 537,285 12,686
Insurance Company
__________________________
(Name)
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ (2R-02)
__________________________
(Street)
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________
(City, State, Zip)
--------------------------------------------------------------------------------
