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Document Preview Stockholders Support Agreement |
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Title: |
Stockholders Support Agreement |
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Entities: |
CTI Molecular Imaging, Inc.; Hitachi, Ltd.; Koninklijke Philips Electronics NV; Regents of the University of California |
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Date: |
2005 |
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Size: |
Preview shows 6KB of 28KB total |
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Price: |
$39 |
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ID: |
#891080 |
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EXECUTION VERSION
STOCKHOLDERS SUPPORT AGREEMENT
STOCKHOLDERS SUPPORT AGREEMENT, dated as of March 18, 2005 (this
"Stockholders Agreement"), among SIEMENS MEDICAL SOLUTIONS USA, INC., a Delaware
corporation ("Parent"), MI MERGER CO., a Delaware corporation and a wholly owned
subsidiary of Parent ("Purchaser"), and each stockholder whose names appear on
the signature pages of this Stockholders Agreement (each, a "Stockholder" and,
collectively, the "Stockholders").
WHEREAS, as of the date hereof each Stockholder owns of record and
beneficially and has good, valid and marketable title to, free and clear of any
Lien, proxy, voting restriction, limitation on disposition, adverse claim of
ownership or use or encumbrance of any kind, other than pursuant to this
Stockholders Agreement, and has the sole power to vote and full right, power and
authority to sell, transfer and deliver, the number of shares of common stock,
par value $0.01 per share ("Company Common Stock"), of CTI Molecular Imaging,
Inc., a Delaware corporation (the "Company"), as set forth opposite such
Stockholder's name on Exhibit A hereto (all such shares of Company Common Stock
and any shares of Company Common Stock of which ownership of record or the power
to vote is hereafter acquired by any of the Stockholders prior to the
termination of this Stockholders Agreement being referred to herein as the
"Shares"); and
WHEREAS, Parent, Purchaser and the Company propose to enter into,
simultaneously herewith, an Agreement and Plan of Merger (the "Merger
Agreement"; except as otherwise noted herein, terms used but not defined in this
Stockholders Agreement shall have the meanings ascribed to them in the Merger
Agreement), a draft of which has been made available to each Stockholder, which
provides, upon the terms and subject to the conditions thereof, for the merger
of Purchaser with and into the Company (the "Merger") following the consummation
of a cash tender offer by Purchaser to acquire all the issued and outstanding
shares of Company Common Stock (the "Offer").
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and in the Merger Agreement, and
intending to be legally bound hereby, the Stockholders hereby agree as follows:
1. Tender of Shares. Each Stockholder hereby agrees that such
Stockholder (a) shall tender, or cause to be tendered, in the Offer, as promptly
as practicable, but in any event no later than five business days after the date
of commencement of the Offer, all of his or its Shares pursuant to the terms of
the Offer and (b) shall neither withdraw, nor cause to be withdrawn, such
Shares.
2. Grant of Proxy. Each Stockholder, by this Stockholders Agreement,
with respect to his or its Shares, hereby grants an irrevocable proxy to Parent
(and agrees to execute such documents or certificates evidencing such proxy as
Parent may reasonably request) to vote, at any meeting of the stockholders of
the Company, and in any action by written consent of the
<PAGE>
2
stockholders of the Company, all of such Stockholder's Shares (a) in favor of
the approval and adoption of the Merger Agreement and approval of the Merger and
all other transactions contemplated by the Merger Agreement and this
Stockholders Agreement, (b) against any action, agreement or transaction (other
than the Merger Agreement or the transactions contemplated thereby) or proposal
(including any Competing Transaction) 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 that could result in any of the conditions
to the Company's obligations under the Merger Agreement not being fulfilled, and
(c) in favor of any other matter necessary to the consummation of the
transactions contemplated by the Merger Agreement and considered and voted upon
by the stockholders of the Company. Each Stockholder further agrees to cause
such Stockholder's Shares to be voted in accordance with the foregoing. THIS
PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby
acknowledges receipt and review of a copy of the Merger Agreement.
3. Transfer of Shares. Each Stockholder agrees that he or it shall
not, directly or indirectly, (a) sell, assign, transfer (including by operation
of law), lien, pledge, dispose of or otherwise encumber any of the Shares or
otherwise agree to do any of the foregoing, (b) deposit any Shares into a voting
trust or enter into a voting agreement or arrangement or grant any proxy or
power of attorney with respect thereto that is inconsistent with this
Stockholders Agreement, (c) enter into any contract, option or other arrangement
or undertaking with respect to the direct or indirect acquisition or sale,
assignment, transfer (including by operation of law) or other disposition of any
Shares or (d) take any action that would make any representation or warranty of
such Stockholder herein untrue or incorrect in any material respect or have the
effect of preventing or disabling the Stockholder from performing his or its
obligations hereunder.
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