EXHIBIT 99.2
STOCKHOLDER SUPPORT AGREEMENT
THIS STOCKHOLDER SUPPORT AGREEMENT dated as of September 13, 1999
(this "Agreement"), is entered into among Apollo Investment Fund III, L.P., a
Delaware limited partnership, Apollo Overseas Partners III, L.P., a Delaware
limited partnership and Apollo (U.K.) Partners III, a Delaware limited
partnership (collectively, the "Stockholders" and individually a "Stockholder"),
Viewer Holdings LLC, a Delaware limited liability company ("Viewer") and Viewer
Acquisition Corporation, a Delaware corporation ("Newco"). Capitalized terms
used and not otherwise defined herein shall have the respective meanings
assigned to them in the Merger Agreement referred to below.
WHEREAS, concurrently with the execution of this Agreement, Newco and
Alliance Imaging, Inc., a Delaware corporation (the "Company") are entering into
an Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), pursuant to which, upon the terms and subject to the conditions
thereof, Newco will be merged with and into the Company (the "Merger");
WHEREAS, as of the date hereof, the Stockholders collectively own of
record and beneficially 1,644,438 shares of common stock, par value $.01 per
share ("Common Stock") of the Company (together with any other voting or equity
securities of the Company hereafter acquired by the Stockholders beneficially or
of record prior to the termination of this Agreement, the "Shares"); and
WHEREAS, as a condition to the willingness of Newco to enter into the
Merger Agreement, Newco has requested that the Stockholders agree, and in order
to induce Newco to enter into the Merger Agreement, the Stockholders are
willing, to consent to the adoption of the Merger Agreement and the approval of
the Merger and to agree to certain other matters, all upon the terms and subject
to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereby agree, severally and not jointly, as follows:
Section 1. Consent; Voting of Shares; Proxy; Termination of Existing
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Agreements.
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(a) After approval of the Merger Agreement and Merger by the Board,
each of the Stockholders, as the record and beneficial owner of its Shares,
hereby irrevocably (i) consents to and adopts, for all purposes of all approvals
required to be given by holders of Common Stock voting or consenting as a
separate class and voting or consenting as a single class with all capital stock
of the Company under the DGCL or otherwise, the Merger Agreement and the Merger
and the other transactions contemplated by the Merger Agreement. During the
term of this Agreement, the Stockholders shall not revoke the consent and
approvals given by this Section 1(a). Each of the Stockholders acknowledges
receipt of and opportunity to review a copy of the Merger Agreement.
(b) Each of the Stockholders hereby agrees that at any meeting of the
stockholders of the Company, however called, and in any action by consent of the
stockholders of the Company in lieu of a meeting, the Stockholder will vote all
of its Shares (i) in favor of (A) the adoption of the Merger Agreement and
approval of the Merger and the other transactions contemplated by the Merger
Agreement and hereby consents to the adoption of the Merger Agreement and the
approval of the Merger and the other transactions contemplated by the Merger
Agreement and (B) any other matter necessary to the consummation of the
transactions contemplated by the Merger Agreement and (ii) against (X) any
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Alternative Transaction, (Y) corporate action the consummation of which would
frustrate the purposes or impede, prevent, nullify or delay consummation of the
transactions contemplated by the Merger Agreement or (Z) any amendment to the
Company's certificate of incorporation or bylaws.
(c) From time to time and without additional consideration, each of
the Stockholders shall execute and deliver, or cause to be executed and
delivered, such proxies, consents and other similar instruments and shall take
such further actions as Viewer or Newco may reasonably request for the purpose
of carrying out and furthering the intent of this Agreement. Each of the
Stockholders shall use all reasonable best efforts to assist and cooperate with
the other parties to consummate and make effective, in the most expeditious
manner practicable, the Merger and the other transactions contemplated by the
Merger Agreement.
(d) On and after the Effective Time, each of the Stockholders hereby
agrees to enter into a termination agreement with the Company whereby all
agreements between the Stockholder or any of its Affiliates, on one hand, and
the Company or any of its Subsidiaries, on the other hand, shall be terminated,
with no force effect and the parties thereto shall have no further rights or
obligations thereunder, except for (i) rights to indemnification and exculpation
set forth in the agreements referred to in Schedule 6.2(h) of the Merger
Agreement, and (ii) agreements which would not be required to be disclosed by
the Company in any proxy statement filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, if the Company were
to file such a proxy on the date of the Effective Time.
Section 2. Transfer of Shares; Retained Interests.
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(a) Each of the Stockholders agrees that it shall not take any action
to, directly or indirectly, (i) offer to sell, sell, assign, transfer (including
by merger or otherwise by operation of law), pledge, encumber or otherwise
dispose of any of its respective Shares, in any case, (ii) deposit any of its
respective Shares into a voting trust or enter into a voting agreement or
arrangement with respect to any such Shares or grant any proxy or power of
attorney with respect thereto, or (iii) enter into any contract, option or other
arrangement or undertaking with respect to the direct or indirect sale,
assignment, transfer (including by merger or otherwise by operation of law) or
other disposition of or transfer of any interest in or the voting of any of its
respective Shares or any other securities of the Company.
(b) The Stockholders acknowledge that a portion of the Shares which
represent Common Stock will remain outstanding following consummation of the
Merger. The Stockholders will not take any action which would result in the
Retained Shares ceasing to be treated as such under the Merger Agreement.
Section 3. No Solicitation. Each of the Stockholder agrees that
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neither it nor any of its Affiliates, nor any officer, director, employee,
partner or member of the Stockholder or its Affiliates and that it shall direct
and use its reasonable efforts to cause its and its Affiliates' agents and
representatives (including investment bankers, attorneys or accountants) (i) to
cease any discussions or negotiations with any parties other than Newco, Viewer
and their Affiliates and representatives with respect to an Alternative
Transaction, and (ii) not to, directly or indirectly, encourage, solicit,
initiate, enter into or conduct discussions or negotiations with or provide any
non-public information to any person or group (other than Newco, Viewer and
their Affiliates and representatives) concerning any Alternative Transaction.
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Section 4. Termination. This Agreement and the representations,
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warranties and covenants contained herein, shall terminate upon the earlier to
occur of (i) the Effective Time or (ii) any termination of the Merger Agreement
in accordance with the terms thereof; provided that no such termination shall
relieve any party of liability for a breach hereof prior to termination.
Section 5. Representations. Each of the Stockholder represents and
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warrants to Viewer and Newco as follows:
(a) The Stockholder is the sole record and beneficial owner of, and
has good title to, all of the Shares set forth beneath its name on the signature
pages hereto, and there exist no restrictions on transfer, options, proxies,
voting agreements, voting trusts or liens affecting said Shares, except as
imposed by law. The Stockholder has the power to vote, dispose of and otherwise
transfer its Shares without the approval, consent or other action of any Person
(other than a general partner acting in such capacity).
(b) The execution and delivery of this Agreement by the Stockholder
does not, and the performance by the Stockholder of its obligations hereunder
will not, constitute a violation of, conflict with, result in a default (or an
event which, with notice or lapse of time or both, would result in a default)
under, or result in the creation of any lien on any of its Shares under, (i) any
contract commitment, agreement, understanding, arrangement or restriction of any
kind to which the Stockholder is a party or by which the Stockholder or its
Shares are bound, (ii) any judgment, writ, decree, order or ruling affecting the
Stockholder or its Shares, or (iii) the organizational documents of the
Stockholder to the extent the Stockholder is not an individual.
(c) The Stockholder has full power and authority to execute, deliver
and perform this Agreement and to consummate the transactions contemplated
hereby. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by the Stockholder and no other actions on the part of the
Stockholder are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by the Stockholder and, assuming due authorization,
execution and delivery by Viewer, constitutes a valid and binding agreement of
the Stockholder, enforceable against the Stockholder in accordance with its
terms, except to the extent that enforceability may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting the
enforcement of creditor's rights generally and by general principles of equity,
regardless of whether such enforceability is considered in a proceeding in
equity or at law.
(d) Other than as contemplated in the Merger Agreement, the
Stockholder has not entered into nor will it enter into any contract, agreement,
arrangement or understanding with any Person which will result in the obligation
of Newco, Viewer or the Company to pay any finder's fee, brokerage commission or
similar payment in connection with the transactions contemplated hereby.
Section 6. Waiver of Dissenter's and Appraisal Rights. Each of the
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Stockholders agrees that it will not exercise any rights to dissent from the
Merger or request appraisal of its respective Shares pursuant to Section 262 of
the DGCL or any other similar provisions of law in connection with the Merger.
Section 7. Specific Performance. The parties hereto agree that
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irreparable damage would occur in the event any provision of this Agreement were
not performed in accordance with the
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terms hereof and that the parties shall be entitled to specific performance of
the terms hereof, in addition to any other remedy at law or in equity.
Section 8. Miscellaneous.
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(a) This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, both written and oral, between the parties
with respect thereto. This Agreement may not be amended, modified or rescinded
except by an instrument in writing signed by each of the parties hereto.
(b) If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law, or public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in
full force and effect. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted by
applicable law in a mutually acceptable manner in order that the terms of this
Agreement remain as originally contemplated to the fullest extent possible.
(c) This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Delaware without regard to the principles
of conflicts of law thereof.
(d) This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same instrument. This Agreement shall be binding upon the Stockholder upon
the execution of this Agreement by such Stockholder.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Stockholder Support Agreement to be signed by its respective duly authorized
signatory as of the date first written above.
Date:________________ APOLLO INVESTMENT FUND III, L.P.
a Delaware limited partnership
By:_______________________________
Name:
Title:
Shares of Common Stock:____________
APOLLO OVERSEAS PARTNERS III, L.P.
a Delaware limited partnership
By:_______________________________
Name:
Title:
Shares of Common Stock:____________
APOLLO (U.K.) PARTNERS III, L.P.
a Delaware limited partnership
By:_______________________________
Name:
Title:
Shares of Common Stock:____________
VIEWER HOLDINGS LLC
a Delaware limited liability company
By:_______________________________
Name:
Title:
VIEWER ACQUISITION CORPORATION
a Delaware corporation
By:_______________________________
Name:
Title:
