Exhibit 99.7
SHAREHOLDERS AGREEMENT
SHAREHOLDERS AGREEMENT dated as of July 27, 1995
between FOREST OIL CORPORATION, a New York corporation (the
"Company"), and THE ANSCHUTZ CORPORATION, a Kansas corporation
("Purchaser").
Terms not otherwise defined herein have the meanings
stated in the Purchase Agreement (as defined below).
RECITALS
A. The parties have entered into the Purchase Agreement
(the "Purchase Agreement") dated as of May 17, 1995.
B. Pursuant to the Purchase Agreement, (i) on the First
Closing Date Purchaser purchased the Purchaser Note which on the
Second Closing Date was by its terms converted into the Purchaser
Note Conversion Shares and (ii) on the Second Closing Date
Purchaser purchased the Purchaser Additional Shares, the
Purchaser Preferred Shares and the Tranche A Warrants and may,
upon the conversion of the Purchaser Preferred Shares and
exercise of the Tranche A Warrants, thereafter acquire the
Purchaser Preferred Conversion Shares and Tranche A Warrant
Shares, respectively.
C. On the Second Closing Date,Joint Energy Developments
Limited Partnership, a Delaware limited partnership ("JEDI"),
granted to Purchaser the JEDI/Purchaser Option providing for an
option to purchase the Tranche B Warrants Shares. The Purchaser
Note Conversion Shares, the Purchaser Additional Shares, the
Purchaser Preferred Conversion Shares, the Tranche A Warrant
Shares and the Tranche B Warrant Shares acquired by Purchaser
pursuant to the JEDI/Purchaser Option are collectively referred
to as the "Purchaser Shares".
D. Pursuant to the Purchase Agreement, on the First
Closing Date the Company entered into a Registration Rights
Agreements with Purchaser pursuant to which the Company granted
to Purchaser and certain other persons certain rights with
respect to the registration under the Securities Act of the
disposition of the Purchaser Shares.
AGREEMENT
The parties agree as follows:
ARTICLE I
DEFINITIONS
Terms not otherwise defined herein have the respective
meanings assigned in the Purchase Agreement. The following terms
have the following meanings:
"beneficial ownership" or similar terms, except as
expressly provided to the contrary in this Agreement in the
definitions of "Section 16(b) Liability" and "Section 16(b)
Matter", has the meaning assigned to the term "beneficial
ownership" in Section 13(d) of the Exchange Act or the related
rules and regulations.
"Business Combination Transaction" means a merger,
consolidation or similar transaction and each transaction that
constitutes a "Change of Control" within the meaning of the
Indenture dated as of September 8, 1993 between the Company and
Shawmut Bank Connecticut, N.A. (giving effect to other terms and
provisions of such indenture that are directly or indirectly
incorporated or referenced by the definition therein of "Change
of Control").
"Excess Purchaser Securities" means, at any time of
determination and with respect to the matter subject to the vote
or consent for which the Excess Purchaser Securities are then
being determined, the Equity Securities of the Company owned by
any of Purchaser and its Affiliates and the Groups in which any
of them may be members that may then be voted or with respect to
which consent may then be given, in each case with respect to
such matter (collectively, the "Effective Equity Securities");
provided, however, that "Excess Purchaser Securities", at any
such time of determination and with respect to the matter subject
to such vote or consent, shall not include the Effective Equity
Securities that in the aggregate, have a voting power with
respect to such matter not greater than 19.99% of the aggregate
voting power of all Equity Securities of the Company then issued
and outstanding.
"Group" has the meaning given such term in Section
13(d)(3) of the Exchange Act and the related rules and
regulations.
"Related Transaction" means, with respect to any
acquisition or disposition, or deemed acquisition or disposition,
of any securities, a transaction that (1) has been disclosed in a
document filed with the Securities and Exchange Commission with
respect to the Company (that is then available for inspection at
the offices of the Securities and Exchange Commission) or has
been otherwise publicly announced and (2) by its terms is
effective upon, or immediately before or after giving effect to,
the occurrence of such acquisition or disposition or deemed
acquisition or disposition.
"Section 16(b) Liability" means liability under Section
16(b) of the Exchange Act with respect to or as a consequence,
directly or indirectly, of Purchaser's or Purchaser's Affiliate's
acquisition (or deemed acquisition) or disposition (or deemed
disposition) of "beneficial ownership" of, or a "pecuniary
interest" or "indirect pecuniary interest" in, any of the
Purchaser Shares or any other "equity security" of the Company or
"derivative security" relating to the Company, whether or not
issued by the Company (such terms having the respective meanings
assigned to them by Section 16 of the Exchange Act and the
related rules and regulations), that shall have been issued or
otherwise created, acquired (or deemed to have been acquired) or
disposed of (or deemed to have been disposed of) by or pursuant
to the Transaction Documents; provided, however, that Section
16(b) Liability shall not include any such liability under
Section 16(b) of the Exchange Act with respect to or as a
consequence of the acquisition of "beneficial ownership" of, or a
"pecuniary interest" or "indirect pecuniary interest" in any
"equity security" of the Company or "derivative security"
relating to the Company that shall not have been issued or
otherwise created or acquired (or deemed to have been acquired)
pursuant to or in accordance with the Transaction Documents.
"Section 16(b) Matter" means each matter or series of
matters (including, without limitation, a proposed transaction or
series of transactions involving any stock or other non-cash
dividend, split-up, reverse split-up, reclassification,
recapitalization, reorganization, combination, subdivision,
conversion, exchange of shares or Business Combination
Transaction) which, directly or indirectly, as a result of the
taking of action with respect thereto by the Company, its Board
of Directors or shareholders or any Governmental Body having
jurisdiction thereover, or the conclusion of any such matter will
or may, directly or indirectly, whether taken alone or together
with other facts or events, result in Section 16(b) Liability;
provided, however, that a Section 16(b) Matter shall not include
any of the foregoing matters that will or may, directly or
indirectly, result in Section 16(b) Liability with respect to or
as a consequence of the transfer by Purchaser or any of its
affiliates of any Purchaser Shares in violation of the provisions
of Section 3.2 or in transfers that would violate the provisions
of Section 3.2 but for clauses (a), (b), (c), (d), (e), (h) and
(i) thereof (collectively, "Excluded Transfers").
"Termination Date" has the meaning stated in Section
4.1.
ARTICLE II
COMPANY COVENANTS
Section 2.1 Board of Directors.
(a) On the Second Closing Date and from time to time
thereafter until the Termination Date, except as otherwise
approved by the Board of Directors, including a majority of the
Independent Directors, or by the vote of the holders of two-
thirds of the shares of Common Stock then issued and outstanding
(in which the shares of Common Stock owned by Purchaser and its
Affiliates are voted in accordance with the restrictions
contained in Section 3.1, if applicable), the Company shall take
all actions necessary to cause, (1) the number of directors of
the Company to be fixed at ten, (2) the election as directors of
the Company of three persons selected by Purchaser (the
"Purchaser Designees"), two persons who are officers of the
Company and five persons none of whom is then or has been at any
time during the preceding two years an officer or employee of the
Company or a director, officer or employee of a beneficial owner
of 5% or more of the shares of Common Stock then issued and
outstanding or any affiliate of such beneficial owner (each an
"Independent Director"), (3) the appointment of a Purchaser
Designee who is a director chosen by Purchaser as a member of the
Executive Committee, the Compensation Committee and the Audit
Committee (or committees having similar functions) of the Board
of Directors (the "Committees"), (4) the formation of a
Nominating Committee to be composed of three directors, of whom
one shall be a Purchaser Designee selected by Purchaser, one
shall be an officer of the Company and one shall be an
Independent Director, (5) nominees to the Board of Directors
other than the Purchaser Designees to be selected by a vote of at
least two members of the Nominating Committee, of whom one shall
be an Independent Director, (6) if any such Purchaser Designee
shall cease to be a director for any reason, the filling of the
vacancy resulting thereby with a Purchaser Designee and (7) the
calling of meetings of the Board of Directors and committees
thereof upon the written request of a Purchaser Designee who is a
director.
(b) The obligations of the Company under this Section 2.1
shall be subject to Section 14(f) of the Exchange Act and Rule
14f-l promulgated thereunder. The Company shall take all actions
required pursuant to Section 14(f) and Rule 14f-l in order to
fulfill its obligations under this Section 2.1, including,
without limitation, the inclusion in the Proxy Statement of such
information with respect to the Company and its officers and
directors as is required under Section 14(f) and Rule 14f-l.
Purchaser will supply to the Company any information with respect
to Purchaser and its initial designees required by Section 14(f)
and Rule 14f-l.
(c) If at any time (1) one or more Purchaser Designees
shall not be elected to the Board of Directors by the
shareholders of the Company (notwithstanding Purchaser and its
Affiliates having voted all shares of Common Stock owned by them
in favor of such election) and each of such Purchaser Designees
shall not otherwise have been elected to the Board of Directors
before a date that is 10 days after the date of such vote by the
shareholders of the Company and, in any event, before any other
material action or matter is considered and resolved by the Board
of Directors or (2) one or more directors who are Purchaser
Designees shall not be appointed to any of the Committees and the
directors who are Purchaser Designees shall have voted in favor
of each such appointment, in each case as such election or
appointment is required under this Section 2.1, the provisions
set forth in Article III will thereafter be of no further force
or effect.
Section 2.2 Exchange Act Section 16(b).
(a) Without the prior written consent of Purchaser, the
Company shall take no action with respect to a Section 16(b)
Matter that will or may, directly or indirectly, whether taken
alone or together with other facts or events, result in Purchaser
or an Affiliate of Purchaser having Section 16(b) Liability,
provided that the Company may take any such action (1) with
respect to a Section 16(b) Matter if there shall have been
entered a final judgment to the effect that Purchaser and its
Affiliates do not and will not, directly or indirectly, have any
Section 16(b) Liability, which judgment shall not be subject to
appeal and is res judicata as to all matters that may give rise
to Section 16(b) Liability in connection therewith, or (2) that
may, directly or indirectly, result in any such liability with
respect to or as a consequence of any Excluded Transfer.
(b) In all notices, registrations, applications,
statements, pleadings, memoranda, briefs and other documents
submitted to or filed with any Governmental Body (including,
without limitation, in any Action referred to in Section 2.2(c)),
none of the Company, Purchaser and their respective Affiliates
shall assert any position or claim with respect to the
acquisition (or deemed acquisition) or disposition (or deemed
disposition) by Purchaser of "beneficial ownership" of, or a
"pecuniary interest" or "indirect pecuniary interest" in, any of
the Purchaser Shares that is inconsistent with the position or
claim that Purchaser acquired (or shall have been deemed to
acquire) "beneficial ownership" of, or a "pecuniary interest" or
"indirect pecuniary interest" in, all of the Purchaser Shares on
or before the date of this Agreement, except that Purchaser may
assert any such inconsistent position or claim if Purchaser,
based on advice of counsel, determines that there is a reasonable
basis to conclude that as a result of the failure to assert such
inconsistent position or claim, Purchaser, any person who
controls Purchaser within the meaning of any applicable
Regulation or any of their respective shareholders, directors,
officers, employees, agents and Affiliates could be in violation
of any applicable Regulation or could become subject to any
sanction, fine, award or other penalty, whether civil or
criminal.
(c) The Company may seek to determine by an Action brought
against Purchaser in the United States District Court in the
Southern District of New York, or other jurisdiction approved by
the Company and Purchaser, the respective rights and obligations
of the parties under Sections 2.2(a) and 3.1(a).
Section 2.3 Restrictions on Purchaser. Without the prior
written consent of Purchaser, the Company shall not take or
recommend to its shareholders any action which would impose
limitations on the legal rights to be enjoyed by Purchaser or
Affiliates of Purchaser as a shareholder of the Company, other
than those imposed by the express terms of this Agreement and the
other Transaction Documents, including, without limitation, any
action which would impose or increase restrictions on Purchaser
or Affiliates of Purchaser (a) based upon the size of its
security holdings, the business in which it is engaged or other
considerations applicable to it and not to security holders
generally, (b) by means of the issuance of or proposal to issue
any other class of securities having voting power
disproportionately greater than the equity investment in the
Company represented by such securities or by charter or by-law
amendment or (c) by reducing by any means (including, without
limitation, by split-up, reverse split-up, reclassification,
recapitalization, reorganization, combination, redemption,
repurchase, or cancellation of securities or rights or by a
Business Combination Transaction) the number of shares of Common
Stock that are then issued and outstanding or are then subject to
issuance upon the conversion of or exercise or exchange for any
Equity Securities (including securities exchangeable or
convertible into Equity Securities) of the Company then
outstanding, excepting only the reduction in such number of
shares of Common Stock then issued and outstanding or subject to
issuance resulting from the conversion of or exercise or exchange
for Equity Securities of the Company issued and outstanding on
the Second Closing Date (including, without limitation, the
Purchaser Note, the Tranche A Warrants and the Tranche B
Warrants) and adjustments in the number of shares of Common Stock
subject to issuance under Employee Options that are issued and
outstanding on the Second Closing Date;
Section 2.4 Access to Information.
(a) The Company shall promptly furnish to Purchaser all
information that is required by GAAP to enable Purchaser to
account for its investment in the Company. To the extent reason-
ably requested by Purchaser, the Company shall, and shall cause
its employees, independent public accountants and other represen-
tatives to, provide information regarding the Company to, and
otherwise cooperate with, Purchaser and the representatives of
Purchaser so as to enable Purchaser to prepare financial
statements in accordance with GAAP.
(b) Upon the request of Purchaser from time to time, the
Company shall promptly disclose to Purchaser the number of shares
of Common Stock issued and outstanding on a date not more than 5
days prior to the date of such request and the number of shares
of Common Stock subject to issuance upon the conversion of or
exercise or exchange for the Equity Securities of the Company
outstanding on such date.
Section 2.5 Rights Agreement. If the Company shall at
any time after the First Closing Date amend, modify or waive the
Rights Agreement with respect to any person or any Voting
Securities (as defined in the Rights Agreement) or other
securities "beneficially owned" (as defined in the Rights
Agreement) by such person or otherwise, in any manner, directly
or indirectly, exempt any person or any Voting Securities or any
other securities beneficially owned by such person from the
provisions, limitations or effects of the Rights Agreement, then,
concurrently therewith, the Company shall, with respect to the
Purchaser and its Affiliates and the Voting Securities and other
securities beneficially owned by any of them, take the same
action with respect to the Rights Agreement so that as a result
thereof each of the Purchaser and its Affiliates and the Voting
Securities and other securities beneficially owned by any of them
are subject to the Rights Agreement in the same manner and to the
same extent as such other person and the Voting Securities or
other securities beneficially owned by such other person.
ARTICLE III
PURCHASER RESTRICTIONS
Section 3.1 Purchaser Voting Restrictions.
(a) In connection with each vote or written consent of
the holders of Common Stock, Purchaser and its Affiliates shall
vote, or consent with respect to, and cause each of its
Affiliates and each Group of which it is a member, to vote
or consent with respect to, all Excess Purchaser Securities in
respect of the matters subject to such vote or consent in the
same proportion that all other Equity Securities of the Company
(other than Equity Securities of the Company owned by Purchaser,
any of its Affiliates or any such Group) are voted or with
respect to which such consent is given by holders of such Equity
Securities with respect to such matter; provided, however, that
notwithstanding the foregoing, each of Purchaser, its Affiliates
and such Groups at all times may vote, or consent with respect
to, Excess Purchaser Securities (1) for the election of each of
the permitted number of Purchaser Designees, (2) as Purchaser,
such Affiliate or such Group shall determine with respect to each
Section 16(b) Matter with respect to which (A) any of Purchaser
and its Affiliates will have or may, directly or indirectly, have
Section 16(b) Liability and (B) there shall not have been
entered, as of the date such vote or consent shall be required to
be given, a final judgment to the effect that Purchaser and its
Affiliates do not and will not, directly or indirectly, have any
Section 16(b) Liability, which judgment shall not be subject to
appeal and is res judicata as to all matters that may give rise
to Section 16(b) Liability in connection therewith, and (3) as
otherwise approved by the Board of Directors of the Company,
including a majority of Independent Directors, with respect to
the matter subject to such vote or consent.
(b) Notwithstanding anything contained in this Agreement,
Purchaser and its Affiliates and the respective Groups in which
any of them may be members shall not be restricted in any manner
whatsoever from voting, or consenting with respect to, Equity
Securities of the Company owned by any of them that are not
Excess Purchaser Securities with respect to the matter subject to
such vote or consent.
Section 3.2 Purchaser Transfer Restrictions. Purchaser
shall not, and shall not cause or permit its Affiliates to,
transfer the beneficial ownership of the Purchaser Shares
(including, without limitation, the Purchaser Preferred Shares,
the JEDI/Purchaser Option and the Warrants) except in one or more
of the following transactions:
(a) each transfer pursuant to a public offering of Common
Stock pursuant to a registration statement effective under the
Securities Act; and
(b) each transfer to any person or Group that represents in
writing to Purchaser that, after giving effect to such transfer
and to each Related Transaction, it will beneficially own less
than 9.9% of the sum of the shares of Common Stock that are then
issued and outstanding plus the sum of the shares of Common Stock
that are then subject to acquisition upon the conversion,
exercise or exchange of Equity Securities of the Company so
transferred (whether or not the conversion, exercise or exchange
thereof is subject to any condition or restriction); and
(c) each transfer to any person or Group that (1)
represents in writing to Purchaser that, after giving effect to
such transfer and to each Related Transaction, it will
beneficially own more than 9.9% and less than 20% of the sum of
the shares of Common Stock that are then issued and outstanding
plus the sum of the shares of Common Stock that are then subject
to acquisition upon the conversion, exercise or exchange of
Equity Securities of the Company so transferred (whether or not
the conversion, exercise or exchange thereof is subject to any
condition or restriction) and (2) assumes by written instrument
satisfactory to each of the Company and Purchaser the obligations
and restrictions contained in this Section 3.2 to which such
Purchaser Shares were subject immediately prior to such transfer;
and
(d) each transfer approved by the Board of Directors of the
Company, including a majority of Independent Directors, which
approval shall not be unreasonably withheld, to any person or
Group that represents in writing to Purchaser that, after giving
effect to such transfer to each Related Transaction, it will
beneficially own more than 9.9% and less than 20% of the sum of
the shares of Common Stock that are then issued and outstanding
plus the sum of the shares of Common Stock that are then subject
to acquisition upon the conversion, exercise or exchange of
Equity Securities of the Company so transferred (whether or not
the conversion, exercise or exchange thereof is subject to any
condition or restriction); and
(e) each transfer approved by the Board of Directors of the
Company, including a majority of Independent Directors; and
(f) each transfer in a Business Combination Transaction
approved by the Board of Directors of the Company, including a
majority of Independent Directors, or by two-thirds of the shares
of Common Stock voted with respect to the transaction (in which
the Purchaser Shares are voted in accordance with the
restrictions contained in Section 2.1, if applicable); and
(g) each transfer pursuant to a tender or exchange offer
for outstanding Common Stock by any person other than Purchaser,
any of its Affiliates or any Group including Purchaser or any of
its Affiliates (1) which the Board of Directors of the Company,
including a majority of the Independent Directors, does not
oppose, or (2) which the Board of Directors of the Company or a
majority of Independent Directors opposes if after completion of
such tender or exchange offer securities not tendered or
exchanged may be treated less favorably than securities tendered,
provided that no tender, indication or arrangement to tender
Common Stock may be made in the case of the preceding clause (2)
until forty-eight hours prior to the expiration of any time after
which securities tendered may be treated less favorably than
securities tendered prior thereto; and
(h) each bona fide pledge of or the granting of a security
interest or any other Lien in the Purchaser Shares to secure a
bona fide loan, guarantee or other financial support, the
foreclosure of such pledge or security interest or any other Lien
that may be placed involuntarily upon any Purchaser Shares, or
the subsequent sale or other disposition of such Purchaser Shares
by such lender or its agent, provided that such lender is not a
member of a Group with respect to Common Stock which Group
includes Purchaser or Affiliates of Purchaser; and
(i) each transfer of Purchaser Shares to any Affiliate of
Purchaser, or a bona fide pledge of or the granting of a security
interest or any other Lien in such Purchaser Shares to an
Affiliate of Purchaser, provided in each case that such Affiliate
shall expressly assume by written instrument satisfactory to the
Company and Purchaser all of the obligations and restrictions
contained in this Shareholder Agreement to which such Purchaser
Shares were subject immediately before such transfer; and
(j) a transfer upon the liquidation or dissolution of the
Company or a transfer which is effected by operation of law.
Section 3.3 Purchaser Purchase Restrictions.
(a) Purchaser shall not, and shall not cause or permit its
Affiliates or any Group including Purchaser or any of its
Affiliates to, acquire shares of Common Stock, which when
combined with shares of Common Stock then owned by Purchaser and
its Affiliates, after giving effect to the acquisition and each
Related Transaction, would result in Purchaser beneficially
owning 40% or more of the shares of Common Stock then issued and
outstanding, provided that the Purchaser Preferred Conversion
Shares, the Tranche A Warrant Shares and the Tranche B Warrant
Shares that shall not then have been acquired by the Purchaser
and its Affiliates shall not be included in any such
determination of beneficial ownership, except that such
restriction on purchase shall not be applicable to each of the
following acquisitions:
(1) each acquisition following a Business Combination
Transaction that (A) shall have been approved by the Board of
Directors of the Company, including a majority of Independent
Directors, or by two-thirds of the shares of Common Stock
voted with respect to the transaction (in which the Purchaser
Shares are voted in accordance with the restrictions
contained in Section 3.1, if applicable) and (B) would,
if completed on the terms so approved, result in the
beneficial ownership by any person or Group (other than
and not including Purchaser or an Affiliate of, or any person
acting in concert with Purchaser) of 20% or more of the
shares of Common Stock then issued and outstanding or, if
all or any part of the shares of Common Stock shall be
changed into or exchanged for shares of any class of
capital stock of any other person (which class has the right
to vote generally for the election of directors), 20% or more
of the shares of such class of capital stock; and
(2) each acquisition following the commencement of a
tender or exchange offer made by any person or Group (other
than and not including Purchaser or an Affiliate of, or any
person acting in concert with, Purchaser) to acquire
beneficial ownership of 40% or more of the shares of Common
Stock then issued and outstanding; and
(3) each acquisition after any person or Group (other
than and not including an Affiliate of Purchaser) shall
own beneficially shares of Common Stock which exceed the
sum of the number of shares of Common Stock that are then
owned by Purchaser and its Affiliates plus the number of
shares that are then subject to acquisition upon the
conversion, exercise or exchange by Purchaser and its
Affiliates of Equity Securities of the Company or other
rights then owned by Purchaser and its
Affiliates (including, without limitation (but without
duplication), the Purchaser Note, the Purchaser Preferred
Shares, the JEDI/Purchaser Option, the Tranche A Warrants
and the Tranche B Warrants), whether or not the conversion,
exercise or exchange thereof is then subject to any
condition or restriction; and
(4) each acquisition approved by the Board of Directors
of the Company, including a majority of Independent
Directors.
(b) Purchaser and its Affiliates shall have no obligation
under this Agreement or otherwise to transfer shares of Common
Stock, which, when such shares were acquired, after giving effect
to such transaction and any Related Transaction, did not, when
combined with other shares of Common Stock then owned by
Purchaser and its Affiliates and any Group including Purchaser or
any of its Affiliates, constitute 40% or more of the shares of
Common Stock then issued and outstanding. Without limiting the
generality of the foregoing, Purchaser and its Affiliates shall
not be required to transfer any shares of Common Stock if the
aggregate percentage ownership of Purchaser and its Affiliates is
increased as a result of any action taken by the Company or its
Affiliates including, without limitation, by reverse split-up,
reclassification, recapitalization, reorganization, combination,
redemption, repurchase or cancellation of shares or Business
Combination Transaction.
Section 3.4 Other Purchaser Restrictions. Purchaser shall
not, and shall not cause or permit its Affiliates to, enter into
any transaction (including, without limitation, the purchase,
sale or exchange of property or the rendering of any service)
with any of the Company and its Subsidiaries that shall not have
been approved by the Board of Directors of the Company, including
a majority of Independent Directors.
ARTICLE IV
TERMINATION
Section 4.1 Termination. This Agreement shall terminate
on the date (the "Termination Date") that is the earlier of
(a) the fifth anniversary of the Second Closing Date and (b) the
first day on which (1) the sum of the number of shares of Common
Stock beneficially owned by Purchaser and its Affiliates that are
then issued and outstanding plus the number of shares of Common
Stock that are then subject to acquisition by Purchaser and its
Affiliates upon the conversion, exercise or exchange of Equity
Securities of the Company then owned by Purchaser and its
Affiliates (including, without limitation (but without
duplication), the Purchaser Preferred Shares, the JEDI/Purchaser
Option, the Tranche A Warrants and the Tranche B Warrants),
whether or not the conversion, exercise or exchange thereof is
then subject to any condition or restriction is less than (2) an
amount equal to 20% of the total number of shares of Common Stock
then issued and outstanding and then subject to issuance upon the
conversion of or exercise or exchange for all Equity Securities
(including securities convertible, exercisable or exchangeable
into Common Stock, whether or not the conversion, exercise or
exchange thereof is then subject to any condition or restriction)
of the Company or rights then outstanding.
ARTICLE V
MISCELLANEOUS
Section 5.1 Legends. Certificates representing Purchaser
Shares shall bear the legends as required by Section 3.4 of the
Purchase Agreement; provided, however, that after the transfer of
Purchaser Shares in accordance with Section 3.2 and the
Termination Date, the legend referred to in Section 3.4(a)(2) of
the Purchase Agreement shall be removed with respect to such
Purchaser Shares and all Purchaser Shares, respectively.
Section 5.2 Notices. All notices, requests and other
communications to any party or under this Agreement shall be in
writing. Communications may be made by telecopy or similar
writing. Each communication shall be given to such party at its
address stated on the signature pages of this Agreement or at any
other address as such party may from time to time specify in
writing to all other parties. Each communication shall be
effective (a) if given by telecopy, when the telecopy is
transmitted to the proper address and the receipt of the
transmission is confirmed, (b) if given by mail, 72 hours after
the communication is deposited in the mails properly addressed
with first class postage prepaid or (c) if given by any other
means, when delivered to the proper address and a written
acknowledgement of delivery is received.
Section 5.3 No Waivers; Remedies; Specific Performance.
(a) No failure or delay by any party in exercising any
right, power or privilege under this Agreement shall operate as a
waiver of such right, power or privilege. A single or partial
exercise of any right, power or privilege shall not preclude any
other or further exercise of such right, power or privilege or
the exercise of any other right, power or privilege. The rights
and remedies provided in this Agreement shall be cumulative and
not exclusive of any rights or remedies available at law or in
equity.
(b) In view of the uniqueness of the agreements contained
in this Agreement and the transactions contemplated hereby and
the fact that each party would not have an adequate remedy at law
for money damages in the event that any obligations under this
Agreement is not performed in accordance with its terms, each
party therefore agrees that the other parties to this Agreement
shall be entitled to specific enforcement of the terms of this
Agreement in addition to any other remedy to which any of them
may be entitled, at law or in equity.
Section 5.4 Amendments, Etc. No amendment, modification,
termination, or waiver of any provision of this Agreement, and no
consent to any departure by a party from any provision of this
Agreement, shall be effective unless it shall be in writing and
signed and delivered by the other parties to this Agreement, and
then it shall be effective only in the specific instance and for
the specific purpose for which it is given.
Section 5.5 Successors and Assigns.
(a) Except as expressly contemplated by this Agreement, no
party may assign its rights or delegate its obligations under
this Agreement without the prior written consent of the other
parties; provided, that Purchaser may assign its rights and
delegate its responsibilities under this Agreement pursuant to
Sections 3.2(c) or 3.2(h), as the case may be, without the
consent of the Company. Any assignment or delegation in
contravention of this Section 5.5 shall be void ab initio and
shall not relieve the delegating party of any of its obligations
under this Agreement.
(b) The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties to this Agreement and
their respective permitted successors and assigns.
(c) Notwithstanding anything herein to the contrary, each
transferee of Purchaser Shares transferred in one or more of the
transactions specified in clauses (a) through (j), inclusive, of
Section 3.2 shall acquire such Purchaser Shares free and clear of
any restrictions or obligations contained in this Agreement.
Section 5.6 Governing Law. This Agreement shall be
governed by and construed in accordance with the internal laws of
the State of New York. All rights and obligations of the parties
shall be in addition to and not in limitation of those provided
by applicable law.
Section 5.7 Counterparts; Effectiveness. This Agreement
may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if all signatures were on
the same instrument.
Section 5.8 Severability of Provisions. Any provision of
this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to
the extent of the prohibition or unenforceability without
invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of the provision in any
other jurisdiction.
Section 5.9 Headings and References. Article and section
headings in this Agreement are included for the convenience of
reference only and do not constitute a part of this Agreement for
any other purpose. References to parties and articles and
sections in this Agreement are references to the parties to or
the articles and sections of this Agreement, as the case may be,
unless the context shall require otherwise.
Section 5.10 Entire Agreement. Except as otherwise
specifically provided in the following sentence, this Agreement
embodies the entire agreement and understanding of the parties
and supersedes all prior agreements or understandings with
respect to the subject matters of this Agreement. Purchaser
shall remain subject to paragraphs (1) through (3), inclusive, of
the letter agreement dated March 6, 1995 between the Company and
Purchaser in accordance with the terms thereof and Purchaser and
the Company shall remain subject to the other Transaction
Documents.
Section 5.11 Survival. Except as otherwise specifically
provided in this Agreement, each representation, warranty or
covenant of each party contained in this Agreement shall remain
in full force and effect, notwithstanding any investigation or
notice to the contrary or any waiver by any other party of a
related condition precedent to the performance by such other
party of an obligation under this Agreement.
Section 5.12 Submission to Jurisdiction. Each party
(1) agrees that any Action with respect to this Agreement or
transactions contemplated by this Agreement shall be brought
exclusively in the courts of the State of New York or of the
United States of America for the Southern District of New York,
(2) accepts for itself and in respect of its property, generally
and unconditionally, the jurisdiction of those courts,
(3) irrevocably waives any objection, including, without
limitation, any objection to the laying of venue or based on the
grounds of forum non conveniens, which it may now or hereafter
have to the bringing of any action in those jurisdictions;
provided, however, that each party may assert in an Action in any
other jurisdiction or venue each mandatory defense, third-party
claim or similar claim that, if not so asserted in such Action,
may not be asserted in an original Action in the courts referred
to in clause (1) above.
Section 5.13 Waiver of Jury Trial. Each party waives any
right to a trial by jury in any action to enforce or defend any
right under this Agreement or any amendment, instrument, document
or agreement delivered, or which in the future may be delivered,
in connection with this Agreement and agrees that any action
shall be tried before a court and not before a jury.
Section 5.14 Affiliate. Nothing contained in this
Agreement shall cause Purchaser or any other party to be or be
deemed an "affiliate" of any of the Company and its Subsidiaries
within the meaning of Rule 13e-3 under the Exchange Act.
-------------------------------
IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Shareholders Agreement as of the date first
written above in New York, New York.
FOREST OIL CORPORATION
By:
-----------------------
Xxxxxx X. Xxxxxxx
President
Address: 1500 Colorado National
Building
000 - 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Telecopy: (000) 000-0000
THE ANSCHUTZ CORPORATION
By:
-------------------------
Xxxxxxx X. Xxxxxx
Vice President and Chief
Financial Officer
Address: 2400 Anaconda Tower
000 - 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Telecopy: (000) 000-0000
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