Exhibit 10.1
STOCKHOLDERS
AGREEMENT
STOCKHOLDERS AGREEMENT
, dated as of December 20, 2006
(this “ Agreement ”), by and among PROTECTION
ONE, INC. , a Delaware corporation (“ Parent
”), TARA ACQUISITION CORP. , a Delaware corporation
and a direct wholly owned subsidiary of Parent (“ Merger
Sub ”), and the several stockholders of INTEGRATED
ALARM SERVICES GROUP, INC. , a Delaware corporation (the
“ Company ”), that are parties hereto (each, a
“ Stockholder ” and, collectively, the “
Stockholders ”).
WHEREAS , Parent, Merger Sub and the Company are,
concurrently with the execution and delivery of this Agreement,
entering into an Agreement and Plan of Merger, dated as of the date
hereof (the “ Merger Agreement ”; capitalized
terms used without definition herein having the meanings assigned
to them in the Merger Agreement), pursuant to which Merger Sub will
merge with and into the Company (the “ Merger
”);
WHEREAS , as of the date hereof, each Stockholder is the
record and beneficial owner of the number of shares of Company
Common Stock set forth on the signature page hereof beneath such
Stockholder’s name (with respect to each Stockholder, such
Stockholder’s “ Existing Shares ” and,
together with any shares of Company Common Stock acquired after the
date hereof, whether upon the exercise of warrants, options,
conversion of convertible securities or otherwise, such
Stockholder’s “ Shares ”) and the record
and beneficial owner of options or warrants to purchase the number
of shares of Company Common Stock set forth on the signature page
hereof beneath such Stockholder’s name;
WHEREAS , as an inducement and a condition to entering
into the Merger Agreement, Parent and Merger Sub have required that
the Stockholders agree, and the Stockholders have agreed, to enter
into this Agreement;
WHEREAS , among other things, the Stockholders, Parent
and Merger Sub desire to set forth their agreement with respect to
the voting of the Shares in connection with the Merger, upon the
terms and subject to the conditions set forth herein.
NOW, THEREFORE
, in consideration of the foregoing
and the mutual representations, warranties, covenants and
agreements herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:
ARTICLE I
VOTING
1.1.
Agreement to Vote . Each Stockholder
hereby agrees, severally and not jointly, that it shall, and shall
cause the holder of record on any applicable record date to, from
time to time, at the request of Parent, at any meeting (whether
annual or special and whether or not an adjourned or postponed
meeting) of stockholders of the Company, however called, or in
connection with any written consent of the holders of Company
Common Stock, (a) if a meeting
is held, appear at such meeting or
otherwise cause the Shares to be counted as present thereat for
purposes of establishing a quorum, and (b) vote or consent (or
cause to be voted or consented), in person or by proxy, all Shares,
and any other voting securities of the Company (whether acquired
heretofore or hereafter) that are beneficially owned or held of
record by such Stockholder or as to which such Stockholder has,
directly or indirectly, the right to vote or direct the voting, in
favor of the approval and adoption of the Merger Agreement, the
Merger and any action required in furtherance thereof.
1.2.
Grant of Proxy . In furtherance and not in
limitation of the foregoing, each Stockholder hereby grants to, and
appoints, Parent and each of Richard Ginsburg, Darius G. Nevin and
J. Eric Griffin in their respective capacities as officers of
Parent, and any individual who shall hereafter succeed to any such
officer of Parent, and any other designee of Parent, each of them
individually, its irrevocable proxy and attorney-in-fact (with full
power of substitution and resubstitution) to vote the Shares as
indicated in this Article I . Each Stockholder intends
this proxy to be irrevocable and coupled with an interest and will
take such further action and execute such other instruments as may
be necessary to effectuate the intent of this proxy. Each
Stockholder hereby revokes any and all previous proxies with
respect to such Stockholder’s Shares or any other voting
securities of the Company that relate to the approval of the Merger
Agreement.
1.3.
No Ownership Interest . Nothing contained in this
Agreement shall be deemed to vest in Parent any direct or indirect
ownership or incidence of ownership of or with respect to any
Shares. All rights, ownership and economic benefits of and
relating to the Shares shall remain vested in and belong to the
Stockholders, and Parent shall have no authority to manage, direct,
superintend, restrict, regulate, govern, or administer any of the
policies or operations of the Company or exercise any power or
authority to direct the Stockholders in the voting of any of the
Shares, except as otherwise provided herein, or in the performance
of the Stockholders’ duties or responsibilities as
stockholders of the Company.
1.4.
Evaluation of Investment . Each Stockholder, by reason of its
knowledge and experience in financial and business matters,
believes itself capable of evaluating the merits and risks of the
investment in shares of Parent Common Stock contemplated by the
Merger Agreement.
1.5.
No Inconsistent Agreements . Each
Stockholder hereby covenants and agrees that, except as
contemplated by this Agreement and the Merger Agreement, the
Stockholder (a) has not entered, and shall not enter at any time
while this Agreement remains in effect, into any voting agreement
or voting trust with respect to the Shares and (b) has not granted,
and shall not grant at any time while this Agreement remains in
effect, a proxy or power of attorney with respect to the Shares, in
either case, which is inconsistent with such Stockholder’s
obligations pursuant to this Agreement.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF
EACH STOCKHOLDER
Each Stockholder hereby, severally
and not jointly, represents and warrants to Parent and Merger Sub
as follows:
2.1.
Authorization; Validity of Agreement; Necessary
Action . Such Stockholder has full power and
authority to execute and deliver this Agreement, to perform such
Stockholder’s obligations hereunder and to consummate the
transactions contemplated hereby. The execution, delivery and
performance by such Stockholder of this Agreement and the
consummation by it of the transactions contemplated hereby have
been duly and validly authorized by such Stockholder and no other
actions or proceedings on the part of such Stockholder are
necessary to authorize the execution and delivery by it of this
Agreement and the consummation by it of the transactions
contemplated hereby. This Agreement has been duly executed
and delivered by such Stockholder, and, assuming this Agreement
constitutes a valid and binding obligation of Parent and Merger
Sub, constitutes a valid and binding obligation of such
Stockholder, enforceable against it in accordance with its
terms.
2.2.
Consents and Approvals; No Violations .
Except for filings required under applicable federal and state
securities laws and regulations and the HSR Act, none of the
execution, delivery or performance of this Agreement by such
Stockholder nor the consummation by it of the transactions
contemplated hereby nor compliance by it with any of the provisions
hereof will (i) require any filing with, or Approval of, any
Governmental Authority, (ii) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, amendment,
cancellation or acceleration) under, any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, guarantee,
other evidence of indebtedness, lease, license, contract, agreement
or other instrument or obligation to which such Stockholder is a
party or by which it or any of its properties or assets may be
bound or (iii) violate any Order or Law applicable to it or any of
its properties or assets.
2.3.
Shares . Such Stockholder’s
Existing Shares are, and all of its Shares on the Closing Date will
be, owned beneficially and of record by such Stockholder. As
of the date hereof, such Stockholder’s Existing Shares
constitute all of the shares of Company Common Stock owned of
record or beneficially by such Stockholder. All of such
Stockholder’s Existing Shares are issued and outstanding,
and, except as set forth on the signature pages hereto, such
Stockholder does not own, of record or beneficially, any warrants,
options or other rights to acquire any shares of Company Common
Stock or any other capital stock of the Company. Such
Stockholder has sole voting power, sole power of disposition, sole
power to issue instructions with respect to the matters set forth
in Article I hereof, and sole power to agree to all of the
matters set forth in this Agreement, in each case with respect to
all of such Stockholder’s Existing Shares and will have sole
voting power, sole power of disposition, sole power to issue
instructions with respect to the matters set forth in Article
I hereof, and sole power to agree to all of the matters set
forth in this Agreement, in each case with respect to all of such
Stockholder’s Shares on the Closing Date, with no
limitations, qualifications or restrictions on such rights, subject
to applicable federal securities laws and the terms of this
Agreement. Such Stockholder has good and marketable title to
its Existing Shares and at all times during the term hereof and
on
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the Closing Date will have good and
marketable title to its Shares, free and clear of all Liens, and,
upon delivery thereof to Merger Sub against delivery of the
consideration therefor pursuant to the Merger Agreement, good and
marketable title thereto, free and clear of all Liens (other than
any arising as a result of actions taken or omitted by Merger Sub),
will pass to Merger Sub.
2.4.
No Group . Each Stockholder is acting
individually and not as part of a “group” as defined in
the Exchange Act.
ARTICLE III
OTHER COVENANTS
3.1.
Further Agreements of Stockholders
