EXHIBIT 10.30
STOCK PURCHASE AND STOCKHOLDERS' AGREEMENT
(CTI INC.)
------------------------------------------
This STOCK PURCHASE AND STOCKHOLDERS' AGREEMENT (this "Agreement") is
made and entered into as of the 7th day of January, 1988, by and among CTI
GROUP, INC., a Tennessee corporation with its principal office in Knoxville,
Tennessee (hereinafter referred to as "Group"), CTI, INC., a Tennessee
corporation with its principal office in Knoxville, Tennessee (hereinafter
referred to as "CTI"), ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ and J. ▇▇▇▇▇ ▇▇▇▇▇ (hereinafter collectively referred to as
"Management" and individually as "Management Person"), and SIEMENS GAMMASONICS,
INC, a Delaware corporation with its principal office in Des Plaines, Illinois
(hereinafter referred to as "Siemens").
WITNESSETH:
----------
WHEREAS, Group, Siemens and Management have entered into a Stock
Purchase, Reorganization and Joint Venture Agreement dated December 10, 1987
(the "Reorganization Agreement"), under the terms of which Group is to acquire
certain CTI Common Stock (as hereinafter defined) in exchange for all of the
Cyclotron Common Stock (as hereinafter defined) (which Cyclotron Common stock is
presently owned by Group), and Group is then to distribute its CTI Common Stock
to its stockholders, including Siemens, resulting in Siemens owning certain
shares of CTI Common Stock; and
WHEREAS, the parties hereto wish to confirm the terms under which such
shares of CTI Common Stock will be held by Siemens.
NOW, THEREFORE, in consideration of the premises and the mutual terms,
covenants and conditions set forth herein, the parties agree as follows:
1. CERTAIN DEFINITIONS. The following terms whenever used in this
Agreement, shall have the meanings ascribed below. Other terms defined
in the body of this Agreement shall have the meanings assigned therein.
1.1 "Affiliate" shall. mean, with respect to a specified person, a
Person that directly, or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common
control with, the specified Person, but shall not include any
Person less than fifty percent (50%) of the ordinary voting
power of which is not directly or indirectly held by the
specified Person and its affiliates unless such specified
Person and its affiliates control a majority of the board of
directors or other governing body thereof.
1.2 "Beneficial Ownership" or any derivative or variant thereof
shall have the meaning ascribed to it in Rule 13d-3
promulgated under the Exchange Act.
1.3 "CTI Common Stock" shall mean the shares of voting common
stock of CTI, Inc., a Tennessee corporation, par value $.01
per share. Where appropriate, all references to CTI Common
Stock shall be deemed to include all subscription rights,
options or warrants to purchase CTI Common Stock, all
securities convertible into, or exchangeable for, such CTI
Common Stock and all securities entitled to vote in the same
manner and under the same circumstances as such CTI Common
Stock.
1.4 "Cyclotron Common Stock" shall mean the shares of no par value
voting common stock of CTI Cyclotron Systems, Inc., a
California corporation. Where appropriate, all references to
Cyclotron Common Stock shall be deemed to include all
subscription rights, options or warrants to purchase Cyclotron
Common Stock, all securities convertible into, or exchangeable
for, such Cyclotron Common Stock and all securities entitled
to vote in the same manner and under the same circumstances as
such Cyclotron Common Stock.
1.5 "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
1.6 "Non-Siemens Group Shareholders" shall mean all the
shareholders of Group prior to the Closing other than Siemens
Capital Corporation.
1.7 "Person" shall mean an individual, a corporation, a
partnership, an association, a joint company, a joint venture,
an unincorporated organization, a trust or other entity,
including, without limitation, any employee pension, profit
sharing and other benefit plans and trusts.
1.8 "▇▇▇▇▇▇ Agreement" shall mean the License Agreement between
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and CPS dated January 1, 1985, regarding
know-how (as defined therein) for the production of emission
computerized axial tomograph systems. The rights of ▇▇▇▇▇▇
under the said License Agreement were assigned by ▇▇▇▇▇▇ to
Group pursuant to that certain stock Purchase and Technology
Transfer Agreement between them dated April 7, 1987.
1.9 "SEC" shall mean the Securities and Exchange Commission.
1.10 "Securities Act" shall mean the Securities Act of 1933, as
amended.
2. SALE AND PURCHASE OF CTI COMMON STOCK. On the terms and subject to the
conditions of this Agreement, and in reliance upon the representations,
warranties, covenants and agreements in this Agreement and the
Reorganization Agreement, CTI hereby agrees to sell to Group, and Group
hereby agrees to
2
purchase from CTI, two hundred eighty thousand two hundred eighteen
(280,218) shares of CTI Common Stock ("Group's CTI Shares"), comprising
upon the Closing seven and 71/100 percent (7.71%) of the issued, and
outstanding CTI Common Stock. The consideration for the purchase and
sale of Group's CTI Shares shall be all of the Cyclotron Common Stock
and all of Group's right, title and interest in the ▇▇▇▇▇▇ Agreement,
as amended. The closing of such purchase and sale (the "Closing") shall
take place simultaneously with the execution of this Agreement.
3. DISTRIBUTION OF GROUP'S CTI SHARES. Simultaneously with the Closing,
Group shall distribute Group's CTI Shares to its stockholders (CTI and
Siemens) pro rata, as follows:
To CTI 140,389 shares
To Siemens 139,829 shares
Thereafter, the CTI Common Stock received by CTI in the distribution of
Group's CTI Shares shall be cancelled, and the issued and outstanding
CTI Common Stock shall be hold as follows:
Shareholder Percentage of Outstanding Shares
----------- --------------------------------
Non-Siemens Group Shareholders 96%
Siemens 4%
4. REPRESENTATIONS AND WARRANTIES OF CTI. CTI hereby affirms and makes to
Siemens the representations and warranties set forth in Section 5 of
the Reorganization Agreement.
5. REPRESENTATIONS AND WARRANTIES OF SIEMENS. Siemens represents and
warrants to CTI as follows:
5.1 Organization and Good Standing. Siemens is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Delaware, and has full corporate power
and authority to carry on its business as it is now being
conducted and to own the properties and assets it now owns.
5.2 Corporate Authority. The Board of Directors of Siemens has
duly authorized the execution, delivery and performance of
this Agreement. No other corporate proceedings on the part of
Siemens will be necessary to authorize this Agreement and the
transactions contemplated hereunder. Neither the execution,
the performance of this Agreement, nor compliance with or
fulfillment of the terms and provisions of this Agreement does
or will (a) violate or conflict with, or result in, any breach
of any of the terms, conditions or provisions of, or
constitute a default (or an event which with notice or lapse
of time, or both, would become a default) under
3
the Certificate of Incorporation or Bylaws of Siemens or any
agreement, indenture, lease, mortgage or other instrument to
which it is a party or by which it is bound, (b) require any
affirmative approval, consent, authorization or other order or
action of any court, governmental authority or regulatory body
or of any creditor of Siemens, (c) result in any violation of
any provision of any law, rule, regulation or any court order,
judgment, writ, injunction, decree or arbitration award or
determination, or (d) give any party with rights under any
such instrument, agreement, mortgage, judgment, order, award,
decree or other restriction the right to terminate, modify or
otherwise change the rights or obligations of Siemens. Siemens
has full power and authority to do and perform all acts and
things required to be done by it under this Agreement.
5.3 No Brokerage Fees. No person acting on behalf of Siemens has
any claim for a brokerage commission, finder's fee or other
like payment in connection with this Agreement.
5.4 Intent. Siemens is acquiring the CTI Common Stock being
acquired by it hereunder, for its own account for the purpose
of investment and not with a view to the distribution or
resale thereof. Siemens understands that there is no present
market in such securities or in any other securities of CTI;
that no assurance can be given that any such market will
develop; and that, except as may be required pursuant to this
Agreement, CTI has no present intent to register its
securities under the Securities Act or the Exchange Act.
5.5 Notification of Transfer. Siemens agrees that in no event will
it make a transfer or disposition of any of the CTI Common
Stock (other than pursuant to an effective registration
statement under the Securities Act), unless and until (a) it
shall have notified CTI of the proposed disposition and shall
have furnished CTI with a statement of the circumstances
surrounding the disposition, and (b) if requested by CTI, at
the expense of Siemens, or its transferee, it shall have
furnished to CTI an opinion of counsel, reasonably
satisfactory to CTI, to the effect that such transfer may be
made without registration under the Securities Act.
5.6 Receipt of Information. Siemens represents and warrants that
it has heretofore discussed with CTI its plans, operations,
and financial condition and has heretofore received all such
information concerning the business and financial condition of
CTI as it has requested.
6. COVENANTS OF CTI.
6.1 Financial Statements. As long as Siemens or any transferee
Affiliate, if any (herein "Stockholder"), continues to hold
any of the CTI Common Stock, CTI shall:
4
6.1.1 Furnish Stockholder within sixty (60) days after the
end of each quarter of each fiscal year of CTI a
balance sheet of CTI as at the end of such period,
and a statement of income, expense and net earnings
of CTI for the period from the beginning of the
fiscal year to the date of such statement, prepared
in accordance with generally accepted accounting
principles applied on a consistent basis and in
reasonable detail. Each such balance sheet and
statement shall set forth in comparative form in
corresponding figures as at the end of and for the
corresponding period one (1) year prior thereto, and
each shall be certified as true, complete and correct
(subject to adjustment upon year-end audit) by the
chief financial officer of CTI.
6.1.2 Furnish Stockholder as soon as practicable, but in
any event within one hundred twenty (120) days after
the end of each fiscal year, a copy of CTI 's annual
audited financial statements, which shall include
among other things a balance sheet as at the end of
such fiscal year and a statement of income, expense
and net earnings for such year in reasonable detail,
which balance sheet and statement shall set forth in
each case in comparative form the corresponding
figures for the previous year and shall be certified
by CTI's independent public accountants; and
6.1.3 Deliver to Stockholder such financial statements,
reports and other information as CTI shall send from
time to time to its other stockholders who are not
officers or directors of CTI. In the event CTI owns
subsidiaries with respect to which it files
consolidated tax returns, the financial statements
referred to in Paragraphs 6.1.1 and 6.1.2 above may
be prepared on a consolidated basis with such
subsidiaries.
6.2 Access. CTI will permit representatives of Siemens, at
Siemens' expense, to visit and inspect any of the properties
of CTI or its subsidiaries and to discuss the affairs,
finances and accounts of CTI and its subsidiaries with their
respective officers, at such reasonable times and with such
reasonable frequency as Siemens may request.
6.3 Non-Competition. Until the expiration of three (3) years after
the date of the sale by CTI of at least twenty five percent
(25%) or more of its direct or indirect equity ownership in
CPS, CTI and its Affiliates shall not participate in any
business competitive with the CPS Business, as defined in
Section 1.4 of the Reorganization Agreement, whether for its
own account or as a partner, joint venturer, agent,
stockholder of a corporation (other than a beneficial owner of
less than one percent (1%) of the outstanding voting stock
thereof), directly or indirectly, or otherwise, except for
such peripheral and OEM equipment as may be mutually agreed by
the parties hereto, such agreement not to be unreasonably
withheld.
5
The activities of CTI contemplated in Section 12.1 of the
Reorganization Agreement shall not be deemed to violate this
paragraph.
7. COVENANTS OF MANAGEMENT. Each Management Person agrees to vote his or
her shares of CTI Common Stock, and to vote as a director of CTI and
CPS in a manner consistent with the terms of this Agreement and the
Reorganization Agreement. Specifically, for so long as Siemens and any
of its Affiliates, in the aggregate, holds more than twenty percent
(20%) of the outstanding Group Common Stock, Siemens shall be entitled
to designate one of the Siemens designee board members of Group for
election to the Board of Directors of CTI, and Management agrees to
vote its shares of CTI Common Stock for the election of such designee.
8. COVENANTS OF SIEMENS. Siemens acknowledges that it is Management's
intention that CTI expand into new businesses peripheral to Group. The
businesses which Management intends to cause CTI to develop include
F-18 Distribution Centers, Position Emission Tomography ("PET")
Diagnostic Centers, PET Detector Systems, PET Chemistry Systems and
other related businesses, which shall not be competitive with the CPS
Business. The parties acknowledge that CTI will likely require new
capital to develop these businesses, and that the shareholders of CTI
may require further liquidity in the future. Siemens agrees that it
will not oppose future CTI capitalization efforts.
9. RIGHT OF FIRST REFUSAL. If Siemens (the "Selling Stockholder") desires
to sell any of its CTI Common Stock to any party rather than (A) an
Affiliate of Siemens, (B) any general or limited partnership in which
Siemens or an Affiliate of Siemens is a partner, or (C) any Management
Person, then:
9.1 The Selling Stockholder shall give notice to CTI of any
transactions covered by this Section 9. The notice shall
include (A) the name, address and principal business activity
of the prospective purchaser; (B) the number of shares of
stock proposed to be sold; (C) the manner in which the sale is
proposed to be made (including the proposed closing date); and
(D) the price at which, or other consideration for which, and
the material terms upon which, such sale is proposed to be
made, and stating that such proposed sale is, to the best of
the Selling Stockholder's knowledge, bona fide.
9.2 During the thirty (30) day period commencing on the date CTI
receives the Selling Stockholder's notice, CTI shall have the
right to acquire all but not less than all of the shares of
CTI Common Stock proposed to be sold by the Selling
Stockholder in such transaction. Such right shall be exercised
if at all, by an irrevocable notice of exercise given by CTI
and received by CTI prior to the expiration of such period,
accompanied by a statement that CTI shall pay the Selling
Stockholder in accordance with the terms provided for in the
proposed transaction.
6
9.3 It CTI shall exercise its rights under this Section 9, the
Selling Stockholder shall deliver certificates duly endorsed
for transfer representing the shares of CTI Common Stock
purchased CTI in accordance with the terms specified in such
notice against receipt of payment therefor.
9.4 The closing shall occur on the date specified in the Selling
Stockholder's notice.
9.5 If the conditions prescribed in this Section 9 have been met
in connection with the proposed sale of CTI Common Stock by
the Selling Stockholder and CTI has not elected to exercise
its right of first refusal hereunder, then Siemens shall be
free to effect such sale for a period of one hundred eighty
(180) days following the date of the notice given under
Paragraph 9.1 hereof, but only, to the person or persons
specified in such notice and at the price (or for the
consideration) and on substantially the same terms specified
therein, but the CTI Common Stock proposed to be sold will
continue to be subject to this Agreement to the same extent as
if such notice had not been given.
10. SALE OF CTI COMMON STOCK BY MANAGEMENT. So long as Siemens owns a least
one percent (1%) of the issued and outstanding CTI Common Stock, and
provided that at such time there has been no public offering of CTI
Common Stock, if at any time any Management Person wishes to sell any
of his CTI Common Stock, he shall first notify both Siemens and CTI of
his intention to do so, to enable them to offer a competitive bid for
his CTI Common Stock. Provided, however, that this Paragraph 10 shall
not be construed as a right of first refusal or a requirement that the
Management Person sell his shares to Siemens or CTI.
11. REGISTRATION RIGHTS.
11.1 Participation Registrations. CTI agrees that, if it shall at
any time propose to file, for the sale by management or by CTI
shares of CTI Common Stock, a registration statement under the
Securities Act on Form ▇-▇, ▇-▇, or S-3 (or a comparable new
form) (but excluding registration statements for employee
benefit plans or transactions of the nature contemplated by
Rule 145, promulgated under the Securities Act), CTI shall
give written notice of such intention at least twenty (20)
days prior to the proposed filing date to Siemens and shall
include in such registration statement the number of shares of
CTI Common Stock as Siemens shall request be so included.
11.2 Obligations of CTI. As to the registration statement referred
to in Paragraph 11.1 above, CTI shall:
(a) Use its best efforts to have such registration
statement declared effective as promptly as
reasonably practicable and will promptly notify
Siemens and its underwriters, if any, and confirm
such
7
advice in writing, (A) when such registration
statement has become effective, (B) when any
post-effective amendment to any such registration
statement becomes effective and (C) of any request by
the SEC for any amendment or supplement to such
registration statement or any prospectus relating
thereto or for additional information; and
(b) Furnish to Siemens or the underwriters such
reasonable number of copies of any prospectus
(including any preliminary prospectus) as Siemens may
reasonably request in order to effect the offering
and sale of CTI Common Stock being offered and sold
by Siemens and its Affiliates, but only while CTI is
required under the provisions hereof to cause the
registration statement to remain current; and
(c) CTI shall use its best efforts to cause CTI Common
Stock included in the registration statement to
qualify for sale under the "blue sky" laws of such
states as Siemens may reasonably request; provided,
however, CTI shall not be required to qualify in more
than ten (l0) states unless Siemens agrees to
reimburse CTI for its expenses relating to additional
states; and
(d) If at any time the SEC should institute or threaten
to institute any proceedings for the purpose of
issuing, or should issue a stop order suspending the
effectiveness of any such registration statement, CTI
will promptly notify Siemens and will use its best
efforts to prevent the issuance of any such stop
order or to obtain the withdrawal thereof as soon as
possible. CTI shall advise Siemens promptly of any
order or communication of any public board or body
addressed to CTI suspending or threatening to suspend
the qualification of any of the CTI Common Stock
offered for sale in any jurisdiction.
11.3 Expenses. Except as provided in this Section 11, the entire
cost and expense of all of the registrations pursuant to
Paragraph 11.1 and the state qualifications related thereto
pursuant to Paragraph 11.2(c) shall be borne by CTI. The costs
and expenses of any such registrations and qualifications
shall include the fees and expenses of CTI's counsel and its
accountants and all other out-of-pocket costs and expenses of
CTI incident to the preparation, printing and filing under the
Securities Act of the registration statement and all
amendments and supplements thereto and the cost of furnishing
copies of each preliminary prospectus, each final prospectus
and each amendment or supplement thereto to underwriters,
dealers and other purchasers of the securities so registered,
the costs and expenses incurred in connection with the
qualification of such CTI Common Stock so registered under the
"blue sky" laws of various jurisdictions and all other costs
and expenses of complying with the
8
foregoing provisions of this section; provided, however, that
under no circumstances shall CTI be liable or responsible for
the fees and expenses of Siemens' counsel for any registration
pursuant to Paragraph 11.1 above or for underwriting discounts
and commissions and transfer taxes payable in connection with
any sale of CTI Common Stock owned by Siemens and included in
a registration statement.
11.4 Indemnification. CTI hereby indemnifies and agrees to hold
harmless Siemens and its Affiliates, any underwriter (as
defined in the Securities Act) for Siemens or its Affiliates,
any broker or dealer to or through whom Siemens or its
Affiliates sell CTI Common Stock that may be deemed to be an
underwriter and each person, if any, that controls Siemens or
its Affiliates or any such underwriter, broker or dealer
against claims, damages or liabilities, joint or several, to
which any such persons may be subject, under the Securities
Act or otherwise, and to reimburse any of such persons for any
legal or other expenses incurred in connection with
investigating or defending against any such losses, claims,
damages or liabilities, insofar as such losses, claims,
damages or liabilities arise out of or are based upon any
untrue statement or alleged untrue statement of a material
fact contained in any registration statement under which such
CTI Common Stock was registered under the Securities Act
pursuant to this Section 11, any prospectus contained therein,
or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as
such losses, claims, damages or liabilities arise out of or
are based upon information furnished to CTI in writing by
Siemens or its Affiliates or any underwriter for Siemens or
its Affiliates specifically for use therein. By requesting
registration under this Section 11, Siemens will be deemed
thereby to indemnify and to have agreed to hold harmless CTI
and its directors and officers and each person, if any, who
controls CTI within the meaning of the Securities Act against
any losses, claims, damages or liabilities, joint or several,
to which any of such persons may be subject under the
Securities Act or otherwise, and to reimburse any of such
persons for any legal or other expenses incurred in connection
with the investigation or defense against any such losses,
claims, damages or liabilities, joint or several, to which any
of such persons may be subject under the Securities Act or
otherwise, and to reimburse any of such persons for any legal
or other expenses incurred in connection with the
investigation or defense against any such losses, claims,
damages or liabilities, but only to the extent caused by an
untrue statement or alleged untrue statement or omission or
alleged omission of a material fact in any registration
statement under which the shares of CTI Common Stock were
roistered under the Securities Act pursuant to this Section
11, any prospectus contained therein, or any amendment or
supplement thereto, which was based upon and in conformity
with information furnished to CTI in writing by Siemens or its
Affiliates expressly for use therein.
9
11.5 Participation by Siemens. CTI will permit counsel and
representatives of Siemens to participate in meetings in
connection with the preparation of the registration statement.
The presence of Siemens' counsel or other representative shall
not alter the rights to indemnification noted in the preceding
Paragraph 11.4. CTI shall promptly deliver to Siemens copies
of the registration statement and amendments thereto as filed
with the SEC, and upon the effectiveness of the registration
statement such number of copies of the prospectus included in
such registration statement as Siemens may reasonably request.
11.6 Obligations of Siemens. As to the registration statement
referred to in Paragraph 11.1 above, Siemens will provide CTI
with a description of the proposed method or methods of
distribution of CTI Common Stock as from time to time
contemplated by Siemens and CTI shall include such description
in the registration statement and file any and all amendments
and supplements necessary in connection therewith.
12. SPECIFIC PERFORMANCE. The parties recognize that, because of the nature
of the subject matter of this Agreement, it would be impracticable and
extremely difficult to determine actual damages in the event of breach
of this Agreement. Accordingly, if any party commits a breach, or
threatens to commit a breach, of any of the provisions of Sections 2,
6, 7, 8, 9, 10 or 11, the other parties shall have the right to seek
and receive a temporary restraining order, injunction or other
equitable remedy, including, without limitation, the right to have the
provisions of this Agreement specifically enforced by any court having
equity jurisdiction, it being acknowledged and agreed that any such
breach or threatened breach will cause irreparable injury and that
money damages will not provide an adequate remedy.
13. MISCELLANEOUS.
13.1 Expenses. Except as otherwise provided herein, each party
shall pay its own expenses incurred in connection with this
Agreement and the transactions contemplated hereby.
1.3.2 Successors; Assignment. This Agreement shall be binding upon
and shall inure to the benefit of and be enforceable by the
successors of the parties hereto. Except as otherwise provided
herein, this Agreement shall not be assignable. Siemens shall
have the right to transfer all or any of the CTI Common Stock
owned by it to any Affiliate of Siemens; provided, however,
that such Affiliate of Siemens shall agree in advance in
writing to be bound by all the terms of this Agreement. In
such case, the Affiliate of Siemens shall be entitled to
enforce as against CTI and Management all of the terms and
conditions of this Agreement to the same extent as this
Agreement could be enforced by Siemens, but Siemens shall
remain bound by the terms of this Agreement.
10
13.3 Entire Agreement; Amendment. This Agreement and the
Reorganization Agreement and the exhibits hereto set forth the
entire understanding between the parties with respect to their
respective subject matters. They may not be modified, amended,
altered or supplemented and no provision may be waived except
by a written agreement signed by the parties thereto which
shall be authorized by all necessary corporate action of each
party.
13.4 Survival of Representations, Warranties and Covenants. All
representations, warranties, covenants and agreements made
herein shall survive the execution and delivery of this
Agreement and the purchase and sale of the CTI Common Stock
provided for hereunder.
13.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be
given by personal delivery, cable, telegram or telex, or by
mail (registered or certified mail, postage prepaid, return
receipt requested) to the respective parties as follows:
If to Group:
CTI Group, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
If to CTI:
CTI, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Baker, Worthington, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to Siemens, to:
Siemens Gammasonics, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
11
with a copy to:
General Counsel
Siemens Capital Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
or to such other address as either party may have furnished to
the other in writing in accordance herewith.
13.6 Applicable Law. This Agreement shall be governed by and
construed in accordance with the substantive law of the State
of Tennessee.
13.7 Counterparts; Headings. This Agreement may be executed in
several counterparts, each of which shall be an original, but
all of which together shall constitute one and the same
agreement. The headings contained in this Agreement are solely
for the convenience of the parties, and are not intended to
and do not limit; construe or modify any of the terms and
conditions hereof.
13.8 Confidential Information. Each party agrees that such party
and its representatives will hold in strict confidence all
information and documents received from the other parties;
provided, however, that each party's obligations hereunder to
maintain such confidentiality shall not apply to any
information or documents that are in the public domain at the
time furnished by the other or that become in the public
domain thereafter through any means other than as a result of
any act of the receiving party or of its employees, agents,
officers or directors.
13.9 Publicity. The parties agree that no publicity, release or
other public announcement concerning the transactions
contemplated by this Agreement shall be issued by any part
without the advance approval of both the form and substance of
the same by the other parties and their counsel, which
approval, in the case of any publicity, release or other
public announcement required by applicable law, shall not be
unreasonably withheld or delayed.
13.10 Invalidity. If any one or more of the provision or any part
thereof contained in this Agreement shall for any reason be
held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not
affect the remaining provisions or parts thereof of this
Agreement and this Agreement shall be construed in such a way
and to the extent permitted by law to give effect to the
intent of such provision or part thereof.
13.11 Waiver. The failure of any party to exercise any of its rights
hereunder or to enforce any of the terms or conditions of this
12
Agreement on any occasion shall not constitute or be deemed a
waiver of that party's rights thereafter to exercise any
rights hereunder or to enforce each and every term and
condition of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
ATTEST: CTI GROUP, INC.,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------- -----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President President
----------------------------
ATTEST: CTI, INC.,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------- -----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President President
-----------------------------
Witness:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------- ---------------------------------------
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Witness:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇
----------------------------------- ---------------------------------------
▇▇. ▇▇▇▇▇▇ ▇▇▇▇
Witness:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------- ---------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
13
Witness:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ J. ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------- ---------------------------------------
J. ▇▇▇▇▇ ▇▇▇▇▇
ATTEST: Siemens Gammasonics, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------- -----------------------------------
Title: Exec. V.P. Title: President
----------------------------- -------------------------------
14
