Exhibit 10.19
AGREEMENT OF ACCEPTANCE
This AGREEMENT OF ACCEPTANCE (this "Agreement") dated as of the 29th day of
July, 1997 is made by and among CONCENTRA MANAGED CARE, INC. ("Concentra"),
XXXXXX X. XXXXXX and XXXX X. XXXXXXXXX (together with Xxxxxx X. Xxxxxx, the
"Shareholders").
RECITALS
WHEREAS, the Shareholders are party to that certain Registration Rights
Agreement (the "Registration Rights Agreement") dated as of March 8, 1994, by
and among CRA Managed Care, Inc. d/b/a Comprehensive Rehabilitation
Associates, Inc. ("CRA") , X.X. Xxxxxxx & Co., Whitney 1990 Equity Fund,
L.P., Whitney Subordinated Debt Fund, L.P., First Union Corporation and the
Shareholders pursuant to which the Shareholders are granted certain
registration rights with respect to CRA Common Stock;
WHEREAS, Concentra, CRA and OccuSystems, Inc. have entered into that
certain Agreement and Plan of Reorganization (the "Reorganization
Agreement"), dated as of April 21, 1997, pursuant to which all outstanding
CRA Common Stock will be converted into the right to receive Concentra Common
Stock; and
WHEREAS, Concentra wishes to acknowledge the terms of such Registration
Rights Agreement;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. ASSUMPTION. Concentra expressly assumes, effective as of the
Effective Time (as defined in the Reorganization Agreement), the obligations
of CRA contained in the Registration Rights Agreement, as contemplated by
Section 10(a) therein, and agrees that the shares of Concentra Common Stock
issued to the Holders (as defined in the Registration Rights Agreement)
pursuant to the Reorganization Agreement shall be "Registrable Securities"
subject to the Registration Rights Agreement.
2. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
3. FURTHER ASSURANCES. Each of the Parties shall execute such
documents and perform such further acts as may be reasonably required or
desirable to carry out or to perform the provisions of this Agreement.
IN WITNESS THEREOF, each of the parties hereto have caused this Agreement
to be executed and delivered by their duly authorized officers as of the date
first above written.
CONCENTRA MANAGED CARE, INC.
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Xxxx X. Xxxxxxx
Title: Chairman of the Board
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------
Xxxx X. Xxxxxxxxx
2
