Alliance HealthCare Services, Inc Sample Contracts

Alliance HealthCare Services, Inc – TERMINATION AGREEMENT (August 21st, 2017)

This TERMINATION AGREEMENT (this “Termination Agreement”), is dated as of August 21, 2017 by and among (i) Alliance HealthCare Services, Inc., a Delaware corporation (the “Company”), (ii) THAIHOT Investment Company Limited, a company incorporated under the laws of the Cayman Islands (“THAIHOT”) and (iii) Tahoe Investment Group Co., Ltd., (formerly known as Fujian Thai Hot Investment Co., Ltd., “Tahoe”). Each of the Company, THAIHOT, and Tahoe is referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Standstill Agreement (as defined below).

Alliance HealthCare Services, Inc – Alliance HealthCare Services News Release Page 1 of 13 August 3, 2017 (August 3rd, 2017)

The Company reported revenue totaling $137.3 million for the second quarter, a $11.9 million or 9.5% increase over the second quarter of last year, and $267.2 million year-to-date, a $18.2 million or 7.3% increase over prior year.

Alliance HealthCare Services, Inc – Alliance HealthCare Services News Release Page 1 of 12 May 9, 2017 (May 9th, 2017)

The Company reported revenue totaling $129.9 million for the first quarter, a $6.2 million or 5.0% increase over the first quarter of last year.

Alliance HealthCare Services, Inc – ALLIANCE HEALTHCARE SERVICES ENTERS INTO DEFINITIVE MERGER AGREEMENT; TRANSACTION WOULD RESULT IN COMPANY GOING PRIVATE (April 11th, 2017)

NEWPORT BEACH, CA — April 11, 2017 — Alliance HealthCare Services, Inc. (NASDAQ: AIQ) (the “Company,” “Alliance,” “we” or “our”), a leading national provider of outsourced radiology, oncology and interventional services, announced today that it has signed a definitive merger agreement with Tahoe Investment Group Co., Ltd. (“Tahoe”), formerly known as Fujian Thai Hot Investment Co., Ltd., THAIHOT Investment Company Limited (“THAIHOT”), THAIHOT Investment Company US Limited and Alliance HealthCare Services Merger Sub Limited (each an indirect wholly owned subsidiary of Tahoe, and, together with Tahoe, the “Tahoe Group”), pursuant to which the Tahoe Group will acquire all of the outstanding common stock of Alliance that is not beneficially owned by the Tahoe Group or owned by Alliance as treasury stock, for US $13.25 per share in cash, or a total payment of approximately US $75 million to equity holders of Alliance other than the Tahoe Group.

Alliance HealthCare Services, Inc – AGREEMENT AND PLAN OF MERGER by and among TAHOE INVESTMENT GROUP CO., LTD. THAIHOT INVESTMENT COMPANY LIMITED THAIHOT INVESTMENT COMPANY US LIMITED ALLIANCE HEALTHCARE SERVICES MERGER SUB LIMITED and ALLIANCE HEALTHCARE SERVICES, INC. (April 11th, 2017)

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 10, 2017 (this “Agreement”), by and among Alliance HealthCare Services, Inc., a Delaware corporation (the “Company”), Tahoe Investment Group Co., Ltd., an entity organized under the laws of the People’s Republic of China (“Tahoe”), THAIHOT Investment Company Limited, an exempted company incorporated under the laws of the Cayman Islands and indirect wholly-owned subsidiary of Tahoe (“THAIHOT”), THAIHOT Investment Company US Limited, a Delaware corporation and indirect wholly-owned subsidiary of Tahoe (“Parent”), and Alliance Healthcare Services Merger Sub Limited, a Delaware corporation and wholly-owned subsidiary of Parent (“Sub” and, together with Tahoe, THAIHOT and Parent, the “Purchaser Parties”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.1 hereof.

Alliance HealthCare Services, Inc – ROLLOVER AND SUPPORT AGREEMENT (April 11th, 2017)

This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 10, 2017, by and among THAIHOT Investment Company US Limited, a Delaware corporation (“Parent”), Alliance HealthCare Services, Inc., a Delaware corporation (the “Company”), and Tahoe Investment Group Co., Ltd., an entity organized under the laws of the People’s Republic of China (“Tahoe”), Qisen Huang, an individual and Chairman of the Board (“Chairman Huang”) and THAIHOT Investment Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco” and together with Tahoe and Chairman Huang, the “Stockholders” and each a “Stockholder”).

Alliance HealthCare Services, Inc – ROLLOVER AND SUPPORT AGREEMENT (April 11th, 2017)

This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 10, 2017, by and among THAIHOT Investment Company US Limited, a Delaware corporation (“Parent”), Alliance HealthCare Services, Inc., a Delaware corporation (the “Company”), and Tahoe Investment Group Co., Ltd., an entity organized under the laws of the People’s Republic of China (“Tahoe”), Qisen Huang, an individual and Chairman of the Board (“Chairman Huang”) and THAIHOT Investment Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco” and together with Tahoe and Chairman Huang, the “Stockholders” and each a “Stockholder”).

Alliance HealthCare Services, Inc – Alliance HealthCare Services News Release Page 1 of 13 March 9, 2017 (March 9th, 2017)

The Company continued to generate strong cash flow with $108.8 million in operating cash flows for full year 2016, compared to $92.5 million in the prior year.

Alliance HealthCare Services, Inc – NEWS RELEASE (December 12th, 2016)

NEWPORT BEACH, CA — December 12, 2016 — Alliance HealthCare Services, Inc. (NASDAQ: AIQ) (the “Company”, “Alliance”, “we” or “our”), a leading national provider of outsourced radiology, oncology and interventional services, announced today that it has received a letter (the “Expression of Interest”) describing a non-binding proposal from Tahoe Investment Group Co., Ltd. (“Tahoe”), formerly known as Fujian Thai Hot Investment Co., Ltd, to acquire all of the outstanding common shares of Alliance that are not currently owned by THAIHOT Investment Company Limited (“THAIHOT”), an indirect wholly owned subsidiary of Tahoe. Tahoe has proposed a purchase price of $9.60 per share in cash.

Alliance HealthCare Services, Inc – Alliance HealthCare Services News Release Page 1 of 13 November 3, 2016 (November 3rd, 2016)

The Company reported revenue totaling $127.1 million for the third quarter, a $6.3 million or 5.2% increase over the third quarter of last year. On a sequential basis, revenue increased $1.8 million or 1.4% over second quarter of 2016.

Alliance HealthCare Services, Inc – Alliance HealthCare Services Investor Presentation October 24, 2016 (October 24th, 2016)
Alliance HealthCare Services, Inc – Alliance HealthCare Services News Release Page 1 of 13 August 4, 2016 (August 4th, 2016)

The Company reported revenue totaling $125.3 million for the second quarter, a $6.8 million or 5.7% increase over the second quarter of last year, and $249.0 million year-to-date, a $21.1 million or 9.3% increase over prior year.

Alliance HealthCare Services, Inc – AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF ALLIANCE HEALTHCARE SERVICES, INC. (a Delaware corporation) (As adopted by the Board of Directors of Alliance HealthCare Services, Inc. (the “Company”) on June 6, 2016) (June 9th, 2016)

This Amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”) hereby amends the Bylaws by adding a new Section 7.9 in Article VII as follows:

Alliance HealthCare Services, Inc – INDEMNIFICATION AGREEMENT (June 9th, 2016)

This Indemnification Agreement (“Agreement”) is made as of                      by and between Alliance HealthCare Services, Inc., a Delaware corporation (the “Company”), and                      (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

Alliance HealthCare Services, Inc – Alliance HealthCare Services NASDAQ: AIQ May 25, 2016 (May 25th, 2016)
Alliance HealthCare Services, Inc – Alliance HealthCare Services News Release Page 1 of 13 May 5, 2016 (May 5th, 2016)

The Company generated $30.4 million of Adjusted EBITDA (as defined below), compared to $30.1 million in the first quarter of prior year.

Alliance HealthCare Services, Inc – Dear [Employee Name]: (May 5th, 2016)

I am pleased to notify you that Alliance HealthCare Services, Inc. (the “Company”) has selected you to be a participant in the Alliance HealthCare Services, Inc. Long Term Incentive Program (the “Program”) for the 2016 Plan Year.  You have been granted the following under the Program:

Alliance HealthCare Services, Inc – ALLIANCE HEALTHCARE SERVICES, INC. TRANSACTION BONUS PLAN Effective as of March 29, 2016 (May 5th, 2016)
Alliance HealthCare Services, Inc – RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT (EMPLOYEES) (May 5th, 2016)

Alliance HealthCare Services, Inc., a Delaware corporation, (the “Company”), pursuant to the 1999 Equity Plan for Employees of Alliance HealthCare Services, Inc. (f/k/a Alliance Imaging, Inc.) and Subsidiaries, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of Stock set forth below (the “Shares”).  This award of Restricted Stock Units is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference.  Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.

Alliance HealthCare Services, Inc – FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT (May 5th, 2016)

This Non-Qualified Stock Option Agreement (this "Agreement"), is entered into as of March ___, 2016 by and between Alliance HealthCare Services, Inc., a Delaware corporation hereinafter referred to as the "Company," and _____________, an employee or other service provider of the Company or a Subsidiary (as defined below) of the Company, hereinafter referred to as "Optionee."

Alliance HealthCare Services, Inc – GOVERNANCE, VOTING AND STANDSTILL AGREEMENT (March 29th, 2016)

This GOVERNANCE, VOTING AND STANDSTILL AGREEMENT (this “Agreement”), dated as of March 29, 2016, is entered into by and between Alliance HealthCare Services, Inc., a Delaware corporation (together with its successors, the “Company”), THAIHOT Investment Company Limited, an entity organized under the laws of the Cayman Islands (the “Purchaser”), and (Fujian Thai Hot Investment Co., Ltd), an entity organized under the laws of the People’s Republic of China (the “Parent”).

Alliance HealthCare Services, Inc – AMENDMENT NO. 3 TO CREDIT AGREEMENT (March 29th, 2016)

AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), dated as of March 29, 2016, among ALLIANCE HEALTHCARE SERVICES, INC., a Delaware corporation (“Company”), the Subsidiary Guarantors party hereto, the Lenders party hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement referred to below.

Alliance HealthCare Services, Inc – NEWS RELEASE CONTACT Tom Tomlinson Chief Executive Officer and President 949.242.5300 (March 29th, 2016)

NEWPORT BEACH, CA — March 29, 2016 — Alliance HealthCare Services, Inc. (NASDAQ: AIQ) (the “Company”, “Alliance”, “we” or “our”), a leading national provider of outsourced radiology, oncology and interventional services, announced today that the Company entered into a Governance, Voting and Standstill Agreement (the “Governance Agreement”) with Fujian Thai Hot Investment Co., Ltd (“Fujian Thai Hot”) with respect to the acquisition by Fujian Thai Hot of 5,537,945 shares of common stock of the Company from funds managed by Oaktree Capital Management, L.P. and MTS Health Investors, LLC, and Larry C. Buckelew (together, the “Selling Stockholders”) (the “Transaction”). Fujian Thai Hot now owns an aggregate of approximately 51.5% of the outstanding common stock of the Company. The Company did not sell any shares in the Transaction.

Alliance HealthCare Services, Inc – ASSIGNMENT AND ASSUMPTION AGREEMENT (March 29th, 2016)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is entered into this 29th day of March, 2016, by and among OCM Principal Opportunities Fund IV, L.P., a California limited partnership (“OCM Fund”), MTS Health Investors II, L.P., a Delaware limited partnership (“MTS”), Alliance-Oaktree Co-Investors, LLC, a Delaware limited liability company (“Co-Investors”), Alliance-MTS Co-Investors I, LLC, a Delaware limited liability company (“Co-Investors I”) and Alliance-MTS Co-Investors II, LLC, a Delaware limited liability company, (“Co-Investors II”, together with OCM Fund, MTS, Co-Investors and Co-Investors I, the “Stockholders” and each, a “Stockholder”), Fujian Thai Hot Investment Co., Ltd, an entity organized under the laws of the People’s Republic of China (the “Purchaser”), and Alliance HealthCare Services, Inc., a Delaware corporation (previously named Alliance Imaging, Inc. the “Company”).

Alliance HealthCare Services, Inc – ALLIANCE HEALTHCARE SERVICES, INC. AMENDMENT OF EXECUTIVE SEVERANCE AGREEMENT (March 25th, 2016)

THIS AMENDMENT OF EXECUTIVE SEVERANCE AGREEMENT (the “Amendment”) is entered into as of March 23, 2016 (the “Effective Date”), between Percy Tomlinson (“Executive”) and Alliance HealthCare Services, Inc., a Delaware corporation (the “Company”).

Alliance HealthCare Services, Inc – ALLIANCE HEALTHCARE SERVICES, INC. AMENDMENT OF EXECUTIVE SEVERANCE AGREEMENT (March 25th, 2016)

THIS AMENDMENT OF EXECUTIVE SEVERANCE AGREEMENT (the “Amendment”) is entered into as of March 23, 2016 (the “Effective Date”), between Richard Johns (“Executive”) and Alliance HealthCare Services, Inc., a Delaware corporation (the “Company”).

Alliance HealthCare Services, Inc – ALLIANCE HEALTHCARE SERVICES, INC. AMENDMENT OF EXECUTIVE SEVERANCE AGREEMENT (March 25th, 2016)

THIS AMENDMENT OF EXECUTIVE SEVERANCE AGREEMENT (the “Amendment”) is entered into as of March 23, 2016 (the “Effective Date”), between Gregory Spurlock (“Executive”) and Alliance HealthCare Services, Inc., a Delaware corporation (the “Company”).

Alliance HealthCare Services, Inc – ALLIANCE HEALTHCARE SERVICES, INC. AMENDMENT OF EXECUTIVE SEVERANCE AGREEMENT (March 25th, 2016)

THIS AMENDMENT OF EXECUTIVE SEVERANCE AGREEMENT (the “Amendment”) is entered into as of March 23, 2016 (the “Effective Date”), between Richard Jones (“Executive”) and Alliance HealthCare Services, Inc., a Delaware corporation (the “Company”).

Alliance HealthCare Services, Inc – Alliance HealthCare Services News Release Page 1 of 13 March 10, 2016 (March 10th, 2016)

Alliance Oncology continued its same-store volume growth trends, with same-store stereotactic radiosurgery volume growth of +3.9% and linear accelerator volume decreasing 6.4%.

Alliance HealthCare Services, Inc – NEWS RELEASE (February 17th, 2016)

NEWPORT BEACH, CA—February 17, 2016—Alliance HealthCare Services, Inc. (NASDAQ:AIQ) (the “Company,” or “Alliance”), a leading national provider of outsourced radiology, oncology and interventional services, announced today that Rhonda Longmore-Grund has accepted the role of Executive Vice President and Chief Financial Officer (CFO) as part of a planned transition. Howard Aihara will step down from the CFO role once the 2015 Audit and 10K filing is complete, and will serve in an advisory capacity following that until the end of April. Aihara, who has been with the Company for 15 years, is stepping down to pursue other interests.

Alliance HealthCare Services, Inc – TRANSITION AND SEPARATION AGREEMENT (February 17th, 2016)

This Transition and Separation Agreement (the “Agreement”) by and between Howard Aihara (“Executive”) and Alliance HealthCare Services, Inc., a Delaware corporation (the “Company”), is made effective as of the eighth (8th) day following the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

Alliance HealthCare Services, Inc – NEWS RELEASE (January 6th, 2016)

NEWPORT BEACH, CA—January 6, 2016–Alliance HealthCare Services, Inc. (NASDAQ:AIQ) (the “Company,” or “Alliance”), a leading national provider of outsourced radiology, oncology and interventional services, announced today that “Fujian Thai Hot Investment Co. Ltd. (“Fujian Thai Hot”), Oatree Capital Management, LLC (“Oaktree”), and other related stockholders have entered into an amendment to the Stock Purchase Agreement among such parties (the “Stock Purchase Agreement”). The Stock Purchase Agreement originally provided that either Fujian Thai Hot or the selling stockholders may terminate the Stock Purchase Agreement if the transaction was not consummated on or prior to January 14, 2016 (the “Termination Date”). On January 5, 2016, the parties to the Stock Purchase Agreement entered into an amendment to revise the Termination Date to February 29, 2016.

Alliance HealthCare Services, Inc – NEWS RELEASE (November 6th, 2015)

NEWPORT BEACH, CA—November 5, 2015–Alliance HealthCare Services, Inc. (NASDAQ:AIQ) (the “Company,” “Alliance,” “we” or “our”), a leading national provider of outsourced diagnostic imaging through its Alliance HealthCare Radiology Division (“Alliance Radiology”), interventional radiology & pain management services through its Interventional Services Division (“Alliance HealthCare Interventional Partners”) and radiation therapy services through its Alliance HealthCare Oncology Division (“Alliance Oncology”), today announced the results for the third quarter and nine months ended September 30, 2015.

Alliance HealthCare Services, Inc – Project Gamma Term Sheet (September 17th, 2015)
Alliance HealthCare Services, Inc – NEWS RELEASE (September 17th, 2015)

NEWPORT BEACH, CA—September 16, 2015–Alliance HealthCare Services, Inc. (NASDAQ:AIQ) (the “Company,” or “Alliance”), a leading national provider of outsourced healthcare services, announced today that Fujian Thai Hot Investment Co., Ltd (“Thai Hot”), has agreed to purchase approximately 5,537,945 shares of the Company’s common stock from funds managed by Oaktree Capital Management, L.P. (“Oaktree”), MTS Health Investors, LLC (“MTS”), and Larry C. Buckelew, for approximately $102.5 million or $18.50 per share. Upon completion of the transaction, Thai Hot would own an aggregate of approximately 51.5% of the outstanding common stock of the Company. The Company is not selling any shares in the transaction.