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$34	Preview Subscribers	2000	Selling Stockholder Agreement Selling Stockholder Agreement (21K) Doc #426921: Click preview link for longer preview. SELLING STOCKHOLDER AGREEMENT This SELLING STOCKHOLDER AGREEMENT (this "Agreement") is entered into as of the 30th day of August, 2000, by and between John Deere Special Technologies Group, Inc., a Delaware corporation (the "Investor") and XATA Investment Partners, LLC (the "Selling Stockholder"). WHEREAS, the Investor and Xata Corporation, a Minnesota corporation (the "Company") are entering into a Stock Purchase Agreement of even date herewith (the "Company Stock Purchase Agreement") whereby the Company will sell, and the Investor will purchase, shares of the Company's Common Stock (the "Common Stock"); WHEREAS, in connection with the transactions contemplated by the Company Stock Purchase Agreement, the Investor desires to purchase from the Selling Stockholder, and the Selling Stockholder desires to sell to the Investor, 200,000 shares of Common Stock on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereafter set froth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intending to be legally bound, hereby agree as follows: ARTICLE I PURCHASE AND SALE OF SHARES 1.1. SALE OF SHARES OF COMMON STOCK. (a) SALE OF SHARES OF COMMON STOCK. Subject to the terms and conditions hereof, at the Closing the Selling Stockholder shall sell to the Investor, and the Investor shall purchase from the Selling Stockholder, two hundred thousand (200,000) shares of Common Stock (the "Selling Stockholder Shares") for the Purchase Price provided in Section 1.1(b) below. (b) PURCHASE PRICE. The purchase price for the Purchased Shares shall be 82 percent (82%) of the average of the daily Bid and Ask (4:00 p.m. closing) price for the Company's common stock, as reported by the Nasdaq Smallcap Market quotation, for the 30 day period preceding the date of this Agreement (the "Purchase Price"). 1.2. AGREEMENTS. Each of the parties hereto agrees at the Closing to enter into the respective agreements described in Article VI to which they are indicated as a party. {PAGE} ARTICLE II CLOSING; DELIVERIES 2.1. CLOSING. The closing of the purchase and sale of the Selling Stockholder Shares (the "Closing") shall occur on August 31, 2000, or on such date as the 1st Closing, as that term is defined in the Company Stock Purchase Agreement, shall occur, and shall be held at the offices of Morris, Manning & Martin, L.L.P., Atlanta, Georgia, or at such other place as the parties may agree. 2.2. DELIVERIES. At the Closing, the Selling Stockholder shall deliver to the Investor certificates evidencing the Selling Stockholder Shares, against payment of the Purchase Price. The Selling Stockholder shall also deliver such other instruments and documents as are described in Article VI. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDER The Selling Stockholder represents and warrants to the Investor the following: 3.1. POWER AND AUTHORITY; NO DEFAULT. The Selling Stockholder has good and valid title to all of the Selling Stockholder Shares, free and clear of all liens, charges and encumbrances, and all of the Selling Stockholder Shares will be transferred to the Investor free and clear of all liens, charges, claims and encumbrances whatsoever (other than those in favor of the Company). The performance by the Selling Stockholder of its obligations under this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any terms or provisions of, or constitute a default under, any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which the Selling Stockholder is bound, or any law, order, rule, regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder, the property of the Selling Stockholder or the Selling Stockholder Shares, and no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Selling Stockholder of the transactions contemplated by this Agreement. 3.2. DUE EXECUTION. This Agreement has been duly executed and delivered by the Selling Stockholder and is a valid and binding obligation of the Selling Stockholder, enforceable in accordance with its terms. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE INVESTOR The Investor represents and warrants to the Selling Stockholder that: 4.1. INTENT. The Investor is entering into this Agreement for its own account and the Investor has no view to the distribution of the Selling Stockholder Shares and has no present 2 {PAGE} arrangement (whether or not legally binding) at any time to sell the Selling Stockholder Shares to or through any person or entity. 4.2. SOPHISTICATED INVESTOR. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor 426921	Deere Deere & Co. ( Agricultural Machinery )
$44	Preview Subscribers	2000	Stockholder Agreement Stockholder Agreement (39K) Doc #1663033: Click preview link for longer preview. STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT (this "Agreement"), dated as of July 10, 2000, by and among Waxman USA Inc., a Delaware corporation ("Stockholder"), Waxman Industries, Inc., a Delaware corporation ("Parent"), Wilmar Industries, Inc., a New Jersey corporation ("Wilmar") and BW Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Wilmar, ("BW Acquisition" and, together with Wilmar, "Purchaser"). W I T N E S S E T H: . . . 1663033	Waxman Waxman Industries Inc. ( Agricultural Machinery ) As referenced in this Stockholder Agreement: Waxman Industries, Inc – EXHIBIT 7(B) <TEXT> EXECUTION COPY STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT (this "Agreement"), dated as of July 10, 2000, by and among Waxman USA Inc., a Delaware corporation ("Stockholder"), Waxman Industries, Inc ., a Delaware corporation ("Parent"), Wilmar Industries, Inc., a New Jersey corporation ("Wilmar") and BW Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Wilmar, ("BW Acquisition" and, _____________ Waxman Industries, Inc – Facility (the "Congress Consent Letter"), (e) restrictions under that certain indenture, dated as of May 20, 1994 (as amended from time to time, the "DC Notes Indenture"), by and between Waxman Industries, Inc . and The Huntington National Bank, as trustee, relating to Waxman Industries, Inc.'s 12 3/4% Senior Secured Deferred Coupon Notes due 2004, and that certain indenture dated as _____________ Waxman Industries, Inc – as of May 20, 1994 (as amended from time to time, the "DC Notes Indenture"), by and between Waxman Industries, Inc. and The Huntington National Bank, as trustee, relating to Waxman Industries, Inc .'s 12 3/4% Senior Secured Deferred Coupon Notes due 2004, and that certain indenture dated as of April 1, 1996 (as amended from time to time, the "Senior _____________ Waxman Industries, Inc – Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019 Attn: Mark A. Underberg, Esq. Facsimile: (212) 757-3990 If to Stockholder or Parent: Waxman Industries, Inc . Waxman USA Inc. 24460 Aurora Road Bedford Heights, OH 44146 Attention: Armond Waxman Facsimile: (440) 439-8678 With a copy to: Swidler Berlin Shereff Friedman, LLP The Chrysler Building _____________ Waxman Industries, Inc – by their duly authorized officers, each as of the date and year first above written. Waxman USA Inc. By: /s/ Armond Waxman -------------------------- Name: Armond Waxman Title: President and Co-CEO Waxman Industries, Inc . By: /s/ Armond Waxman -------------------------- Name: Armond Waxman Title: President and Co-CEO Wilmar Industries, Inc. By: /s/ Michael J. Grebe -------------------------- Name: Michael J. Grebe Title: President BW Acquisition, Inc. _____________ dt 1683155 ; Wilmar Industries Wilmar Industries Inc ;	Paul Weiss Paul, Weiss, Rifkind, Wharton & Garrison ( Legal ) As referenced in this Stockholder Agreement: Paul, Weiss – as follows: 8 <PAGE> If to Purchaser: Wilmar Industries, Inc. 303 Harper Drive Moorestown, New Jersey 08057 Attention: William Sanford Facsimile: (856) 439-8846 With a copy to: Paul, Weiss , Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019 Attn: Mark A. Underberg, Esq. Facsimile: (212) 757-3990 If to Stockholder or Parent: Waxman _____________ dt 1642089
$34	Preview Subscribers	2000	Stockholder Agreement Stockholder Agreement (39K) Doc #1674260: Click preview link for longer preview. STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT (this "Agreement"), dated as of July 10, 2000, by and among Waxman USA Inc., a Delaware corporation ("Stockholder"), Waxman Industries, Inc., a Delaware corporation ("Parent"), Wilmar Industries, Inc., a New Jersey corporation ("Wilmar") and BW Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Wilmar, ("BW Acquisition" and, together with Wilmar, "Purchaser"). W I T N E S S E T H: . . . 1674260	Barnett Barnett Inc ; Waxman Waxman Industries Inc. ( Agricultural Machinery ) As referenced in this Stockholder Agreement: Waxman Industries, Inc – EXHIBIT 7(B) <TEXT> EXECUTION COPY STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT (this "Agreement"), dated as of July 10, 2000, by and among Waxman USA Inc., a Delaware corporation ("Stockholder"), Waxman Industries, Inc ., a Delaware corporation ("Parent"), Wilmar Industries, Inc., a New Jersey corporation ("Wilmar") and BW Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Wilmar, ("BW Acquisition" and, _____________ Waxman Industries, Inc – Facility (the "Congress Consent Letter"), (e) restrictions under that certain indenture, dated as of May 20, 1994 (as amended from time to time, the "DC Notes Indenture"), by and between Waxman Industries, Inc . and The Huntington National Bank, as trustee, relating to Waxman Industries, Inc.'s 12 3/4% Senior Secured Deferred Coupon Notes due 2004, and that certain indenture dated as _____________ Waxman Industries, Inc – as of May 20, 1994 (as amended from time to time, the "DC Notes Indenture"), by and between Waxman Industries, Inc. and The Huntington National Bank, as trustee, relating to Waxman Industries, Inc .'s 12 3/4% Senior Secured Deferred Coupon Notes due 2004, and that certain indenture dated as of April 1, 1996 (as amended from time to time, the "Senior _____________ Waxman Industries, Inc – Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019 Attn: Mark A. Underberg, Esq. Facsimile: (212) 757-3990 If to Stockholder or Parent: Waxman Industries, Inc . Waxman USA Inc. 24460 Aurora Road Bedford Heights, OH 44146 Attention: Armond Waxman Facsimile: (440) 439-8678 With a copy to: Swidler Berlin Shereff Friedman, LLP The Chrysler Building _____________ Waxman Industries, Inc – by their duly authorized officers, each as of the date and year first above written. Waxman USA Inc. By: /s/ Armond Waxman -------------------------- Name: Armond Waxman Title: President and Co-CEO Waxman Industries, Inc . By: /s/ Armond Waxman -------------------------- Name: Armond Waxman Title: President and Co-CEO Wilmar Industries, Inc. By: /s/ Michael J. Grebe -------------------------- Name: Michael J. Grebe Title: President BW Acquisition, Inc. _____________ dt 1683158 ;	Paul Weiss Paul, Weiss, Rifkind, Wharton & Garrison ( Legal ) As referenced in this Stockholder Agreement: Paul, Weiss – as follows: 8 <PAGE> If to Purchaser: Wilmar Industries, Inc. 303 Harper Drive Moorestown, New Jersey 08057 Attention: William Sanford Facsimile: (856) 439-8846 With a copy to: Paul, Weiss , Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019 Attn: Mark A. Underberg, Esq. Facsimile: (212) 757-3990 If to Stockholder or Parent: Waxman _____________ dt 1642096
$41	Preview Subscribers	2007	Stockholders Agreement Stockholders Agreement (43K) Doc #2809729: Click preview link for longer preview. STOCKHOLDERSï¿½ AGREEMENT This Stockholdersï¿½ Agreement (this ï¿½Agreementï¿½), dated as of April 16, 2007, is made and entered into by and among OCM Principal Opportunities Fund IV, L.P., a Cayman Islands limited partnership (together with its successors and Permitted Assignees (as defined below), ï¿½Oaktreeï¿½), MTS Health Investors II, L.P., a Delaware limited partnership (together with its successors and Permitted Assignees, ï¿½MTSï¿½), Alliance-Oaktree Co-Investors, LLC, a Delaware limited liability company (ï¿½Oaktree Co-Investorsï¿½), Alliance-MTS Co-Investors I, LLC, a Delaware limited liability . . . 2809729	Alliance Imaging Alliance Imaging Inc. ( Healthcare Facilities ) As referenced in this Stockholders Agreement: Alliance Imaging, Inc – company (MTS Co-Investors II, and each, a Stockholder and, collectively, the Stockholders), regarding the purchase of shares of common stock, par value $.01 per share (the Common Stock), of Alliance Imaging, Inc . (the Company). All capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in Section I. RECITALS WHEREAS, prior to the execution of this Agreement, _____________ Alliance Imaging, Inc – Registration Expenses shall have the meaning set forth in the Registration Rights Agreement. Registration Rights Agreement shall mean the Registration Rights Agreement dated November 2, 1999, and by and among Alliance Imaging, Inc ., Viewer Holdings LLC, Apollo Investment Fund III, L.P., Apollo Overseas Partners III, L.P. and Apollo (U.K.) Partners III, L.P. Sale shall mean any direct or _____________ dt 1717656 ;	Joy Global Joy Global Inc. ( Agricultural Machinery )