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EXHIBIT 2.5
AGREEMENT TO TERMINATE
THE
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
This Agreement to Terminate the Amended and Restated Agreement and Plan
of Merger (the "Agreement"), dated as of August 9, 1999, is entered into by and
among Medical Alliance, Inc. ("MAI"), DHS Acquisition Corp. ("Merger
Subsidiary") and Diagnostic Health Services, Inc. ("DHS"). Capitalized terms
used herein but not defined herein shall have the respective meanings ascribed
to them in the Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, MAI, Merger Subsidiary and DHS are parties to that certain
Amended and Restated Agreement and Plan of Merger, dated as of May 18, 1999 (the
"Agreement"); and
WHEREAS, MAI and DHS mutually desire to terminate the Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Pursuant to the provisions of Section 9.01(a) of the Agreement, MAI
and DHS, as duly authorized by action taken by or on behalf of their respective
Boards of Directors, hereby mutually agree to terminate the Agreement. The
parties hereto further agree that such termination shall cause the Agreement to
be null and void and there will be no liability or obligation on the part of
either MAI or DHS (or any of their respective representatives or Affiliates),
except that the provisions of Sections 10.05 and 10.08 and the Confidentiality
Agreement will continue to apply following such termination.
2. As a material inducement to enter into this Agreement, each party
hereto represents and warrants to the other party that it is not currently
negotiating or discussing any transaction which would constitute an Alternative
Proposal or would result in the acquisition or transfer of control of such
party.
3. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
MEDICAL ALLIANCE, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Executive Officer
DHS ACQUISITION CORP.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Executive Officer
DIAGNOSTIC HEALTH SERVICES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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