EXHIBIT 2.4
STOCKHOLDERS' AGREEMENT
THIS STOCKHOLDERS' AGREEMENT, dated September 25, 2001, is made and
entered into by and among Agfa Corporation, a Delaware corporation ("Parent"),
Autologic Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of Parent ("Merger Sub"), each stockholder who is a signatory hereto (each a
"Stockholder", and collectively, the "Stockholders") and Autologic Information
International, Inc., a Delaware corporation (the "Company").
W I T N E S S E T H:
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WHEREAS, concurrently with the execution and delivery of this Agreement,
Parent, Merger Sub and the Company are entering into an Agreement and Plan of
Merger (as such agreement may hereafter be amended from time to time, the
"Merger Agreement"), which provides, among other things, for a business
combination between Parent and the Company to be effected by the merger (the
"Merger") of Merger Sub with and into the Company upon the terms and subject to
the conditions of the Merger Agreement;
WHEREAS, in furtherance of the Merger, Parent and the Company desire that,
as soon as practicable after the public announcement of the execution and
delivery of the Merger Agreement, Merger Sub shall commence a cash tender offer
to purchase all outstanding shares of Company Common Stock (as defined in
Section 1), including all of the Shares (as defined in Section 2) owned
beneficially by the Stockholders; and
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent has required that the Stockholders agree, and the Stockholders
have agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and for other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, and intending to
be legally bound, the parties hereby agree as follows:
SECTION 1. DEFINITIONS. For purposes of this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), including pursuant to any agreement, arrangement
or understanding, whether or not in writing. Without duplicative counting of the
same securities by the same holder, securities Beneficially Owned by a Person
shall include securities Beneficially Owned by all other Persons with whom such
Person would constitute a "group" as within the meanings of Section 13(d)(3) of
the Exchange Act.
(b) "COMPANY COMMON STOCK" shall mean at any time the common stock,
$.01 par value, of the Company.
(c) "PERSON" shall mean an individual, corporation, partnership,
joint venture, association, trust, unincorporated organization or other entity.
(d) Capitalized terms used and not defined herein shall have the
meanings set forth in the Merger Agreement.
SECTION 2. TENDER OF SHARES.
(a) Each Stockholder hereby agrees to validly tender (and not to
withdraw for as long as this Agreement remains in effect) pursuant to and in
accordance with the terms of the Offer, (i) 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, all of the shares of Company
Common Stock Beneficially Owned by him or it on the date hereof that are not
subject to unexercised Options (as defined below) (the "Existing Shares"), and
(ii) as soon as practicable but in no event later than the date on which the
initial offering period (not including any extensions thereof) of the Offer is
originally scheduled to expire, any additional shares of Company Common Stock
which by such Stockholder comes to Beneficially Own after the date hereof and
prior to the earlier of the termination or expiration of the Offer (the
"Additional Shares" and, together with the Existing Shares, the "Shares").
Schedule I hereto sets forth opposite such Stockholder's name the number of
Existing Shares and the number of shares of Company Common Stock subject to
options, warrants or other securities convertible into or exercisable for shares
of Company Common Stock (the "Options") Beneficially Owned by him or it on the
date hereof. Each Stockholder hereby acknowledges and agrees that the Merger
Sub's obligation to accept for payment and pay for the Shares in the Offer,
including the Shares Beneficially Owned by such Stockholder, is subject to the
terms and conditions of the Offer.
(b) Upon full payment by Parent or Merger Sub for Shares tendered,
the transfer by each Stockholder of his or its Shares to Merger Sub in the Offer
shall pass to and unconditionally vest in Merger Sub good and valid title to the
number of Existing Shares set forth opposite such Stockholder's name on Schedule
I hereto and to any Additional Shares, free and clear of all claims, liens,
restrictions, security interests, pledges, limitations and encumbrances
whatsoever.
(c) Each Stockholder hereby agrees to permit Parent and Merger Sub
to publish and disclose in the Offer Documents and, if Company Stockholder
Approval is required under applicable law, the Proxy Statement (including all
documents and schedules filed with the SEC) his or its identity and ownership of
Company Common Stock and the terms and conditions of this Agreement.
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SECTION 3. PROVISIONS CONCERNING COMPANY COMMON STOCK.
(a) Each Stockholder hereby agrees that for long as this Agreement
remains in effect, at any meeting of the holders of Company Common Stock,
however called, or in connection with any written consent of the holders of
Company Common Stock, such Stockholder shall appear at the meeting in person or
by proxy (or execute any written consent of the holders of Company Common Stock)
or otherwise cause the Shares held of record or Beneficially Owned by such
Stockholder on the applicable record date to be counted for purposes of
establishing a quorum and vote (or cause to be voted), whether issued,
heretofore owned or hereafter acquired, (i) in favor of the Merger, 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 this Agreement and any actions required in furtherance thereof and
hereof; (ii) against any action or agreement that would result in a breach in
any respect of any covenant, representation or warranty or any other obligation
or agreement of the Company under the Merger Agreement or this Agreement; and
(iii) except as otherwise agreed to in writing in advance by Parent, against the
following actions (other than the Merger and the transactions contemplated by
the Merger Agreement): (A) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination involving the Company or its
subsidiaries; (B) a sale, lease or transfer of a material amount of assets of
the Company or its subsidiaries, or a reorganization, recapitalization,
dissolution or liquidation of the Company or its subsidiaries; (C) (1) any
change in a majority of the persons who constitute the board of directors of the
Company; (2) any change in the present capitalization of the Company or any
amendment of the Company's Certificate of Incorporation or Bylaws; (3) any other
material change in the Company's corporate structure or business; or (4) any
other action which, in the case of each of the matters referred to in clauses C
(1), (2) or (3), is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone, or materially adversely affect the Merger and
the transactions contemplated by this Agreement and the Merger Agreement. Such
Stockholder shall not enter into any agreement or understanding with any person
or entity the effect of which would be inconsistent or violative of the
provisions and agreements contained in this Section 3.
(b) As security for each Stockholders' obligations under Section
3(a) hereof, each Stockholder hereby grants to Parent a proxy to vote the Shares
of such Stockholder solely as and to the extent set forth in Section 3(a)(i)
through (iii); provided, however, that without limiting the foregoing, in any
such vote or other action pursuant to such proxy, the Parent shall not in any
event have the right (and such proxy shall not confer the right) to vote against
the Merger, to vote to reduce the Offer Consideration or the Merger
Consideration or otherwise modify or amend the Merger Agreement to reduce the
rights or benefits of the Company or any stockholders of the Company (including
the Stockholders) under the Offer or the Merger Agreement or to reduce the
obligations of Parent thereunder; and provided, further, that the proxy granted
pursuant to this Section 3(b) shall irrevocably cease and shall be of no further
force or effect upon (i) any material breach by Parent of any of its obligations
under Section 1.1 of the Merger Agreement, (ii) any material violation by Parent
of any of the terms of this Agreement or (iii) the termination of the Merger
Agreement or this Agreement in accordance with their respective terms. Each
Stockholder intends such proxy to be irrevocable and coupled
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with an interest and will take such further action or execute such other
instruments as may be necessary to effectuate the intent of this proxy and
hereby revokes any proxy previously granted by Stockholder with respect to such
Shares.
SECTION 4. OTHER COVENANTS, REPRESENTATIONS AND WARRANTIES OF
STOCKHOLDERS. Each Stockholder hereby represents and warrants to Parent and
Merger Sub as follows:
(a) OWNERSHIP OF SHARES AND OPTIONS. Such Stockholder is either (i)
the record and Beneficial Owner of, or (ii) the Beneficial Owner but not the
record holder of, the number of Existing Shares and Options set forth opposite
such Stockholder's name on Schedule I hereto. On the date hereof, the Existing
Shares and Options set forth opposite such Stockholder's name on Schedule I
hereto constitute all of the Shares and Options owned of record or Beneficially
Owned by such Stockholder. Such Stockholder has sole voting power and sole power
to issue instructions with respect to the matters set forth in Sections 2 and 3
hereof, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights and sole power to agree to all of the matters set forth
in this Agreement, in each case with respect to all of the Existing Shares and
Options set forth opposite such Stockholder's name on Schedule I hereto, with no
limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement.
(b) POWER; BINDING AGREEMENT. Such Stockholder has the legal
capacity, power and authority to enter into and perform all of such
Stockholder's obligations under this Agreement. This Agreement has been duly and
validly executed and delivered by such Stockholder and constitutes a valid and
binding agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms, except as enforceability may be subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally and general principles of
equity. 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 or the consummation by
such stockholder of the transactions contemplated hereby.
(c) NO CONFLICTS. (i) No filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Agreement by such Stockholder and the
consummation by such Stockholder of the transactions contemplated hereby (other
than filings that the Stockholder may be required to make under the Exchange
Act) and (ii) none of the execution and delivery of this Agreement by such
Stockholder, the consummation by such Stockholder of the transactions
contemplated hereby or compliance by such Stockholder with any of the provisions
hereof shall (A) conflict with or result in any breach of any applicable
organizational documents applicable to such Stockholder, (B) result in a
violation or breach of, or constitute (with or without notice or lapse of time
or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
contract, commitment, arrangement, understanding, agreement or other instrument
or obligation of any kind to which such Stockholder is a party or by which such
Stockholder or any of such Stockholder's properties or assets may be bound, or
(C) violate any order, writ, injunction, decree, judgment, order, statute, rule
or regulation applicable to such
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Stockholder or any of such Stockholder's properties or assets, except, in the
case of clauses (B) and (C), for violations, breaches or defaults that
individually or in the aggregate could not impair the ability of the Stockholder
to perform such Stockholder's obligations under this Agreement.
(d) NO ENCUMBRANCES. Except as applicable in connection with the
transactions contemplated by Section 2 hereof, such Stockholder's Shares and the
certificates representing such Shares and such Stockholder's Options are now,
and at all times during the term hereof will be, held by such Stockholder, or by
a nominee or custodian for the benefit of such Stockholder, free and clear of
all liens, claims, security interests, proxies, voting trusts or agreements,
understandings or arrangements or any other encumbrances whatsoever, except as
arising hereunder.
(e) NO FINDER'S FEES. No broker, investment banker, financial
adviser or other person is entitled to any broker's, finder's, financial
adviser'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.
(f) NO SOLICITATION. Except to the extent permitted under the Merger
Agreement, no Stockholder shall, in his or its capacity as such, directly or
indirectly, solicit (including by way of furnishing information) or respond to
any inquiries or the making of any proposal by any person or entity (other than
Parent or any affiliate of Parent) with respect to the Company that constitutes
an Acquisition Proposal. If any Stockholder receives any such inquiry or
proposal, then such Stockholder shall promptly inform Parent and Merger Sub of
the terms and conditions, if any, of such inquiry or proposal and the identity
of the person making such proposal. Each Stockholder will immediately cease and
cause to be terminated any existing activities, discussions or negotiations with
any parties conducted heretofore with respect to any of the foregoing (except to
the extent permitted under the Merger Agreement).
(g) RESTRICTION ON TRANSFER, PROXIES AND NON-INTERFERENCE. Except as
required or permitted by Sections 2 and 3 hereof, no Stockholder shall, directly
or indirectly: (i) offer for sale, sell, transfer, tender, pledge, encumber,
assign or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to or consent to the offer for sale,
sale, transfer, tender, pledge, encumbrance, assignment or other disposition
(except for the exercise of Options) of, any or all of such Stockholder's Shares
or Options or any interest therein; (ii) grant any proxies or powers of
attorney, deposit any Shares into a voting trust or enter into a voting
agreement with respect to any Shares; or (iii) take any action that would make
any representation or warranty of such Stockholder contained herein untrue or
incorrect or have the effect of preventing or disabling such Stockholder from
performing such Stockholder's obligations under this Agreement.
(h) WAIVER OF APPRAISAL RIGHTS. Each Stockholder hereby waives
any rights of appraisal or rights to dissent from the Merger that such
Stockholder may have.
(i) RELIANCE BY PARENT AND MERGER SUB. Such Stockholder understands
and acknowledges that Parent and Merger Sub are entering into the Merger
Agreement in reliance upon such Stockholder's execution and delivery of this
Agreement.
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(j) FURTHER ASSURANCES. 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 lawful action as may
be reasonably necessary or desirable to consummate and make effective, in an
expeditious manner, the transactions contemplated by this Agreement.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB.
Each of Parent and Merger Sub hereby represents and warrants to the
Stockholders as follows:
(a) ORGANIZATION, STANDING AND CORPORATE POWER. Parent is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, and Merger Sub is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Each of Parent and Merger Sub has the corporate power and authority to enter
into and perform all of their respective obligations under this Agreement.
(b) POWER; BINDING AGREEMENT. The execution, delivery an performance
of this Agreement has been duly authorized by all necessary corporate action on
the part of each of Parent and Merger Sub. This Agreement has been duly and
validly executed and delivered by each of Parent and Merger Sub and constitutes
a valid and binding agreement of each of them, enforceable against each of them
in accordance with its terms, except as enforceability may be subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally and general principles of
equity.
(c) NO CONFLICTS. (i) No filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Agreement by Parent or Merger Sub and the
consummation by Parent or Merger Sub of the transactions contemplated hereby
(other than filings that Parent and Merger Sub may be required to make under the
Exchange Act) and (ii) none of the execution and delivery of this Agreement by
Parent or Merger Sub, the consummation by Parent or Merger Sub of the
transactions contemplated hereby or compliance by Parent or Merger Sub with any
of the provisions hereof shall (A) conflict with or result in any breach of any
applicable organizational documents applicable to Parent or Merger Sub, (B)
result in a violation or breach of, or constitute (with or without notice or
lapse of time or both) a default (or give rise to any third party right of
termination, cancellation, material modification or acceleration) under any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, contract, commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which Parent or Merger Sub is a party or
by which Parent or Merger Sub or any of their respective properties or assets
may be bound, or (C) violate any order, writ, injunction, decree, judgment,
order, statute, rule or regulation applicable to Parent or Merger Sub or any of
their respective properties or assets, except, in the case of clauses (B) and
(C), for violations, breaches or defaults that individually or in the aggregate
could not impair the ability of Parent and Merger Sub to perform their
respective obligations under this Agreement.
SECTION 6. STOP TRANSFER. Each Stockholder agrees with and covenants to
Parent and Merger Sub that such Stockholder shall not request that the Company
and, the Company agrees
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that it will not, 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. In the
event of a stock dividend or distribution, or any change in the Company Common
Stock by reason of any stock dividend, split-up, recapitalization, combination,
exchange of shares or the like, the term "Shares" shall be deemed to refer to
and include the Shares as well as all such stock dividends and distributions and
any shares into which or for which any or all of the Shares may be changed or
exchanged.
SECTION 7. TERMINATION. Except as otherwise provided herein, this
Agreement shall terminate upon the earlier to occur of (i) the consummation of
the Merger and (ii) the termination of the Merger Agreement in accordance with
its terms. In addition, this Agreement may be terminated by the Stockholders if
Parent shall have failed to comply in any material respect with its obligations
under Section 1.1 of the Merger Agreement. This Agreement shall also terminate
upon the issuance of a final, non-appealable decree, injunction or order by a
court or governmental entity which prevents the consummation of the transactions
contemplated hereby.
SECTION 8. STOCKHOLDER CAPACITY. 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 or her capacity as such
director or officer. Each Stockholder signs this Agreement solely in his or her
capacity as the record and Beneficial Owner of such Stockholder's Shares and
Options.
SECTION 9. CONFIDENTIALITY. Each Stockholder agrees not to disclose or
discuss this Agreement, the Merger Agreement or any matter that is the subject
hereof or thereof, including the Merger and the Offer (until public disclosure
thereof) with anyone not a party to this Agreement (other than such
Stockholder's counsel and advisors, if any) without the prior written consent of
Parent, except for filings required pursuant to the Exchange Act and the rules
and regulations thereunder or disclosures such Stockholder's counsel advises are
necessary in order to fulfill such Stockholder's obligations imposed by law or
legal process in connection with obtaining any requisite governmental approvals,
or in connection with obligations pursuant to any requirement of any national
securities exchange or national securities quotations system. If any such
filings or disclosures are required, such Stockholder shall give notice thereof
to Parent as promptly as practicable so as to enable Parent to seek a protective
order from a court of competent jurisdiction if necessary with respect thereto.
SECTION 10. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among Parent, Merger Sub, the Company and the Stockholders with
respect to the specific subject matter hereof and supersedes all other prior
agreements and understandings, both written and oral, among the parties with
respect to the specific subject matter hereof.
(b) CERTAIN EVENTS. Each Stockholder agrees that this Agreement and
the obligations hereunder shall attach to such Stockholders' 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 Stockholders' heirs, guardians,
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administrators or successors. Notwithstanding any transfer of Shares or Options,
the transferor shall remain liable for the performance of all obligations of the
transferor under this Agreement.
(c) ASSIGNMENT. This Agreement shall not be assigned by operation of
law or otherwise without the prior written consent of the other parties (except
for the Company, whose consent shall not be required); provided, that Parent and
Merger Sub may assign or transfer, in their sole respective discretion, their
respective rights and obligations hereunder to any of their subsidiaries or
affiliates, but no such assignment shall relieve Parent or Merger Sub of their
respective obligations hereunder if such assignee does not perform such
obligations.
(d) AMENDMENTS, WAIVERS, ETC. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, with respect
to any one or more Stockholders, except upon the execution and delivery of a
written agreement executed by the parties hereto affected by such change,
supplement, amendment, modification, waiver or termination.
(e) NOTICES. All notices, claims, demands and other communications
hereunder shall be deemed to have been duly given or made, and shall be
effective, on the date such notices, claims, demands or other communications, as
the case may be, are delivered to the recipient thereof in person, by a
commercial delivery service or by facsimile (receipt confirmed) at the following
addresses or facsimile numbers:
If to any Stockholder: At the addresses and facsimile numbers set
forth on Schedule I hereto
Copies to: Jenkens & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP
The Chrysler Building
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to Parent or Merger Sub:
Agfa Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
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Copies to: ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Company:
Autologic Information International, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Copies to: Jenkens & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP
The Chrysler Building
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) SEVERABILITY. In the event that any provision of this Agreement
or the application thereof becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Agreement will continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as reasonably
to effect the intent of the parties hereto, unless the parties agree to replace
such void or unenforceable provision of this Agreement with a valid and
enforceable provision that will achieve, to the extent possible, the economic,
business and other purposes of such void or unenforceable provision.
(g) SPECIFIC PERFORMANCE. Each of the parties hereto recognizes and
acknowledges that (i) Parent and Merger Sub will be irreparably damaged if for
any reason any Stockholder failed to tender, and not to withdraw, such
Stockholder's Shares in the Offer in accordance with this Agreement and (ii) a
breach by any party of any covenants or agreements contained in this Agreement,
in each case, will cause the non-breaching parties to sustain damages for which
they would not have an adequate remedy at law for money damages, and therefore
each of the parties hereto agrees that in the event of any such breach the
aggrieved party shall be entitled to the remedy of specific performance of such
covenants and agreements and injunctive and other equitable relief in addition
to any other remedy to which it may be entitled, at law or in equity.
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(h) REMEDIES CUMULATIVE. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any thereof
by any party shall not preclude the simultaneous or later exercise of any other
such right, power or remedy by such party.
(i) NO WAIVER. The failure of any party hereto to exercise 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, and 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.
(j) NO THIRD PARTY BENEFICIARIES. This Agreement is not intended
to be for the benefit of, and shall not be enforceable by, any person or entity
who or which is not a party hereto.
(k) GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without
giving effect to the principles of conflicts of law thereof.
(l) JURISDICTION. Each party hereby irrevocably submits to the
exclusive jurisdiction of the Court of Chancery in the State of Delaware in any
action, suit or proceeding arising in connection with this Agreement, and agrees
that any such action, suit or proceeding shall be brought only in such court
(and waives any objection based on forum non conveniens or any other objection
to venue therein); provided, however, that such consent to jurisdiction is
solely for the purpose referred to in this paragraph (l) and shall not be deemed
to be a general submission to the jurisdiction of said court or in the State of
Delaware other than for such purposes. Each party hereto hereby waives any right
to a trial by jury in connection with any such action, suit or proceeding.
(m) DESCRIPTIVE HEADINGS. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.
(n) COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same Agreement.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Stockholders' Agreement to be executed as of the date first written above in
their individual capacity or by their respective officers thereunto duly
authorized, as applicable.
AGFA CORPORATION
By: ____________________________
Name:
Title:
AUTOLOGIC ACQUISITION CORP.
By: ____________________________
Name:
Title:
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
By: ____________________________
Name:
Title:
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STOCKHOLDERS:
_________________________________
▇▇▇▇▇▇▇ ▇▇▇▇
_________________________________
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_________________________________
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- 12 -
SCHEDULE I TO
STOCKHOLDERS' AGREEMENT
Name and Address of Stockholder: Number of Existing Shares Number of Options
-------------------------------- ------------------------- -----------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 0 25,000
c/oAutologic Informational
International, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 100 5,000
c/oAutologic Informational
International, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ 0 10,000
c/o Autologic Informational
International, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ 0 10,000
c/o Autologic Informational
International, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇ 0 5,000
c/o Autologic Informational
International, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 0 10,000
c/o Autologic Informational
International, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
- 13 -
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 0 5,000
c/o Autologic Informational
International, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇ 500 5,000
c/o Autologic Informational
International, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------- ---------------
TOTAL: 600 75,000