1
EXHIBIT 10.3
RESTATED SHAREHOLDER AGREEMENT
THIS RESTATED SHAREHOLDER AGREEMENT (the "Agreement") is made and
entered into as of July , 1998 between FIDELITY NATIONAL FINANCIAL, INC., a
Delaware corporation ("Parent") and the shareholders of ALAMO TITLE HOLDING
COMPANY, a Texas corporation (the "Company") identified on Schedule 1 hereto
(the "Shareholders").
RECITALS
A. Concurrently with the execution of this Agreement, Parent, a
wholly-owned subsidiary of Parent ("Merger Sub") and the Company are entering
into an Agreement and Plan of Merger (the "Merger Agreement") which provides for
the acquisition of the Company by Parent by means of a merger (the "Merger") of
Merger Sub with and into the Company (unless otherwise defined herein as the
context otherwise requires, capitalized terms shall have the respective meanings
set forth in the Merger Agreement);
B. As an inducement to Parent to enter into the Agreement, the
Shareholders are willing to enter into and be bound by this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:
1. Ownership of Shares; Agreement to Retain Shares.
1.1 Ownership. Each of the Shareholders represents and warrants
that, except as noted in Schedule 1 hereto, such Shareholder is the record
holder and beneficial owner (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) of and has the right to
vote and dispose of the number of shares of the outstanding capital stock of the
Company indicated on Schedule 1 to this Agreement (the "Shares").
1.2 Additional Purchases. Each of the Shareholders agrees that
any shares of capital stock of the Company that such Shareholder purchases or
with respect to which such Shareholder otherwise acquires beneficial ownership
after the execution of this Agreement and prior to the Expiration Date ("New
Shares") shall be subject to the terms and conditions of this Agreement to the
same extent as if they constituted Shares.
2. Agreement to Vote Shares. At every meeting of the shareholders of the
Company called with respect to any of the following, and at every adjournment
thereof, and on every action or approval by written consent of the shareholders
of the Company with respect to any of the following, each of the Shareholders
shall vote, or cause to be voted, the Shares and any New Shares in favor of
approval of the Merger Agreement and the Merger and any matter that could
reasonably be expected to facilitate the Merger. Each of the Shareholders agrees
not, directly or indirectly, to solicit or encourage any offer from any party
concerning the
2
possible disposition of all or any substantial portion of the business, assets
or capital stock of the Company; provided, that, if such Shareholder is a
director of the Company, the Shareholder may take any action in his or her role
as a director of the Company which is permitted under the Merger Agreement.
3. Representations, Warranties and Covenants of the Shareholder. Each
Shareholder hereby represents, warrants and covenants to Parent that, except as
indicated on the signature page below, such Shareholder (i) is the beneficial
owner of the Shares, which at the date hereof and at all times up until the
Expiration Date will be free and clear of any liens, claims, options, charges or
other encumbrances (other than those relating to margin accounts); (ii) does not
beneficially own any shares of capital stock of the Company other than the
Shares (excluding shares as to which the Shareholder currently disclaims
beneficial ownership in accordance with applicable law); and (iii) has full
power and authority to make, enter into and carry out the terms of this
Agreement.
4. Affiliate Agreement; Additional Documents. Each of the Shareholders
hereby covenants and agrees to execute and deliver the Affiliate Agreement
described in the Merger Agreement and any other documents necessary or
desirable, in the reasonable opinion of Parent, to carry out the intent of this
Agreement.
5. Termination. This Agreement shall terminate and shall have no further
force or effect as of the Expiration Date.
6. Miscellaneous.
6.1 Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, then the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
6.2 Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns and, in the case of
a Shareholder, his or her personal representatives or estates; provided,
however, that, except as otherwise specifically provided herein, neither this
Agreement nor any of the rights, interests or obligations of a Shareholder may
be assigned by such Shareholder without the prior written consent of Parent.
6.3 Amendments and Modification. This Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the party against whom enforcement
is sought.
2
3
6.4 Specific Performance; Injunctive Relief. The parties hereto
acknowledge that Parent will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreements of
the Shareholders set forth herein. Therefore, it is agreed that, in addition to
any other remedies that may be available to Parent upon any such violation,
Parent shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to Parent at law
or in equity.
6.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or telex, or sent by mail (registered or certified
mail, postage prepaid, return receipt requested) or overnight courier (prepaid)
to the respective parties as follows:
If to Parent: Fidelity National Financial, Inc.
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000
Telecopy: (000) 000-0000
Attn: Xxxxx X. Xxxxxx, President
With a copy to its General Counsel at the same address
With a copy to: Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: C. Xxxxx Xxxxxxx, Esq.
If the Shareholders: To the addresses for
notice set forth on Schedule 1 hereto.
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
6.6 Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of
Texas.
6.7 Entire Agreement. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matter.
6.8 Counterparts. 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.
6.9 Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction of interpretation of this
Agreement.
6.10 Restatement of Original Agreement. This Restated
Shareholder Agreement amends and restates, and shall be deemed to supercede,
that certain Shareholder Agreement, dated as of May 6, 1998, by and among the
parties hereto.
3
4
IN WITNESS WHEREOF, the parties have caused this Shareholder Agreement
to be duly executed on the date and year first above written.
FIDELITY NATIONAL FINANCIAL, INC.
By: \s\ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
SHAREHOLDERS: \s\ Don H. Still
----------------------------------
Name of Shareholder: Don H. Still
\s\ Xxxx X. Xxxxxxx
----------------------------------
Name of Shareholder: Xxxx X. Xxxxxxx
\s\ Xxxxxxx X. Xxxx
----------------------------------
Name of Shareholder: Xxxxxxx X. Xxxx
\s\ Xxxxx X. Xxxxxx
----------------------------------
Name of Shareholder: Xxxxx X. Xxxxxx
\s\ Xxxxxx X. Xxxx
----------------------------------
Name of Shareholder: Xxxxxx X. Xxxx
\s\ Xxxx X. Xxxxxxx
----------------------------------
Name of Shareholder: Xxxx X. Xxxxxxx
\s\ E. Xxx Xxxxxx, Jr.
----------------------------------
Name of Shareholder: E. Xxx Xxxxxx, Jr.
\s\ X. X. XxXxxxxxxx III
----------------------------------
Name of Shareholder: X. X. XxXxxxxxxx III
4
5
\s\ Xxxxxx X. Xxxxx
----------------------------------
Name of Shareholder: Xxxxxx X. Xxxxx
\s\ Xxxx X. Xxxxx
----------------------------------
Name of Shareholder: Xxxx X. Xxxxx
\s\ Xxx X. Xxxxx
----------------------------------
Name of Shareholder: Xxx X. Xxxxx
\s\ Xxxx X. XxXxxxxxx
----------------------------------
Name of Shareholder: Xxxx X. XxXxxxxxx
5
6
SCHEDULE 1
TO
SHAREHOLDER AGREEMENT
NAME OF ADDRESS FOR NUMBER OF SHARES
SHAREHOLDER NOTICES BENEFICIALLY OWNED
----------- ----------- ------------------
Xxxx X. Xxxxxxx 200.0
Xxxx X. Xxxxx 368,967.0
Xxxxxx X. Xxxxx 217,710.0
Xxxx Xxx X. Xxxx --
X. X. XxXxxxxxxx 14,640.0
Xxxx X. XxXxxxxxx 1,200.0
Xxxxxx X. Xxxx 41,000.01
Don H. Still 58,780.0
Xxxx X. Xxxxxxx 6,000.0
Xxx X. Xxxxx 60,096.02
E. Xxx Xxxxxx, Jr. --
Xxxxx X. Xxxxxx 10,000.0
--------
1 Includes options to purchase 40,000 Shares.
2 Owned of record by Xxx X. Xxxxx Investment Partnership.
