ATTORNEY WORK PRODUCT
PRIVILEGED AND CONFIDENTIAL
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STOCKHOLDER AGREEMENT
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This STOCKHOLDER AGREEMENT, dated as of November 30, 2000 (this
"Agreement"), is made and entered into among Union Espanola de Explosivos, S.A.,
a Spanish S.A. ("Parent"), Union Espanola de Explosivos-MSI International, S.A.,
a Spanish S.A. and a subsidiary of Parent ("Purchaser"), UMSI Acquisition Co., a
Delaware corporation and a subsidiary of Purchaser ("Purchaser's Subsidiary"),
and Xxxxxx X. Xxxx (the "Stockholder").
RECITALS:
A. Parent, Purchaser, Purchaser's Subsidiary and Mining Services
International, Inc., a Utah corporation ("Company"), propose to enter into an
Asset Purchase Agreement, dated as of the date hereof (the "Purchase
Agreement"), pursuant to which and subject to the conditions set forth in the
Purchase Agreement: (i) Purchaser's Subsidiary will purchase the Tangible Assets
of the Domestic Business, (ii) Parent or an Affiliate of Parent will purchase
the Intangible Assets of the Domestic Business and (iii) Purchaser will purchase
all of Seller's shares in Seller's Foreign Subsidiaries. Except as otherwise
defined herein, terms used herein with initial capital letters have the
respective meanings ascribed thereto in the Purchase Agreement.
B. As of the date hereof, Stockholder beneficially owns and is entitled
to dispose of (or to direct the disposition of) and to vote (or to direct the
voting of) 223,492 shares of common stock, par value $0.001 per share, of
Company (all shares of such common stock being "Shares") (the Shares so owned by
Stockholder and with respect to which Stockholder is so entitled, together with
any other shares of capital stock of Company the beneficial ownership of which
is acquired by Stockholder, of which Stockholder is entitled to dispose of (or
to direct the disposition) and with respect to which Stockholder is entitled to
vote (or to direct the voting) at any meeting of the stockholders of the Company
called to consider and vote upon the adoption and approval of the Purchase
Agreement during the period from and including the date hereof through the
Closing Date (as defined in the Purchase Agreement) whether through exercise of
option, or conversion of securities or otherwise are collectively referred to
herein as "Subject Shares").
C. Pursuant to the Purchase Agreement, Purchaser and Purchaser's
Subsidiary have agreed to purchase the Assets from Company for an aggregate
amount equal to the Purchase Price (as defined in the Purchase Agreement) plus
the assumption of certain liabilities. Stockholder has advised Parent, Purchaser
and Purchaser's Subsidiary that Stockholder will vote the Subject Shares in
favor of the adoption and approval of the Purchase Agreement on the terms and
conditions set forth in this Agreement.
D. As a condition and inducement to Parent's, Purchaser's, and
Purchaser's Subsidiary's willingness to enter into the Purchase Agreement,
Parent, Purchaser and Purchaser's Subsidiary have requested that Stockholder
agree, and Stockholder has agreed, to enter into this Agreement.
E. In connection herewith, additional holders of Shares (as defined
below) will have entered into, as of the date hereof, agreements in form
substantially similar to the form of this Agreement with respect to the Shares
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beneficially owned by them (such additional holders are referred to herein,
collectively, as the "Other Stockholders" and, individually, as an "Other
Stockholder" and such agreements are referred to herein, collectively, as the
"Other Stockholder Agreements" and, individually, as an "Other Stockholder
Agreement").
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained in this
Agreement and the Purchase Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE I
VOTING AGREEMENT
1.1 Agreement to Vote Shares. From the date hereof through the earlier
of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the
termination of the Purchase Agreement in accordance with its terms (the
"Pre-Closing Period"), at any meeting of the stockholders of Company called to
consider and vote upon the adoption and approval of the Purchase Agreement (and
at any and all postponements and adjournments thereof), and in connection with
any action to be taken in respect of the adoption and approval of the Purchase
Agreement by written consent of stockholders of Company, Stockholder shall vote
or cause to be voted (including by written consent, if applicable) all of the
Subject Shares, whether issued, heretofore owned or hereinafter acquired, in
favor of the adoption and approval of the Purchase Agreement and in favor of any
other matter necessary for the consummation of the transactions contemplated by
the Purchase Agreement (collectively, the "Transactions") and considered and
voted upon at any such meeting or made the subject of any such written consent,
as applicable. During the Pre-Closing Period, at any meeting of the stockholders
of Company called to consider and vote upon any Other Proposal (as hereinafter
defined) (and at any and all postponements and adjournments thereof), and in
connection with any action to be taken in respect of any Other Proposal by
written consent of stockholders of Company, Stockholder shall vote or cause to
be voted (including by written consent, if applicable) all of the Subject Shares
against such Other Proposal. For purposes of this Agreement, the term "Other
Proposal" means any (x) Acquisition Proposal (as defined in the Purchase
Agreement) or (y) other action which is intended or could reasonably be expected
to impede, interfere with, delay or materially and adversely affect the
contemplated economic benefits to Parent of any of the Transactions or any of
the other transactions contemplated by this Agreement; provided, however, that
neither the Transactions nor any other transaction contemplated by the Purchase
Agreement to be consummated by Company, Parent or Purchaser in connection
therewith shall constitute an Other Proposal. Stockholder shall not enter into
any agreement or understanding with any person or entity the effect of which
would be inconsistent or violative of the provisions and agreements contained in
this Section 1.1.
1.2 Irrevocable Proxy.
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(a) Grant of Proxy. STOCKHOLDER HEREBY APPOINTS PARENT AND ANY DESIGNEE
OF PARENT, EACH OF THEM INDIVIDUALLY, STOCKHOLDER'S PROXY AND ATTORNEY-IN-FACT
PURSUANT TO THE PROVISIONS OF SECTION 16-10a-722 OF THE UTAH BUSINESS
CORPORATION ACT, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, TO VOTE OR
ACT BY WRITTEN CONSENT WITH RESPECT TO THE SUBJECT SHARES ONLY TO ACCOMPLISH THE
PURPOSE AND AGREEMENTS SET FORTH IN SECTION 1.1 HEREOF. THIS PROXY IS GIVEN TO
SECURE THE PERFORMANCE OF THE DUTIES OF STOCKHOLDER UNDER THIS AGREEMENT.
STOCKHOLDER AFFIRMS THAT THIS PROXY IS COUPLED WITH AN INTEREST AND SHALL BE
IRREVOCABLE. STOCKHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER
INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY.
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(b) Other Proxies Revoked. Stockholder represents that any proxies
heretofore given in respect of the Subject Shares are not irrevocable, and that
all such proxies are hereby revoked.
1.3 Exclusion Pursuant to Charitable Transfer.
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(a) Notice of Intent to Transfer. Notwithstanding any other provision
of this Agreement or the Purchase Agreement, the term "Subject Shares" shall not
include up to an aggregate of 70,000 Shares actually transferred by Stockholder
and/or any Other Stockholder to any charitable or religious organization in
accordance with the terms and conditions of this Section 1.3. Prior to the
transfer of any such Shares, Stockholder shall send Company a notice (with a
copy to Parent) (the "Notice") of his or its intent to so transfer such Shares.
All actions taken by Stockholder in good faith to effect a transfer pursuant to
this Section 1.3 shall be deemed not to violate Section 3.1 of this Agreement.
(b) No Competing Notice Received. If within the forty-eight (48) hours
immediately following Company's receipt of such notice, Company has not received
a notice from any Other Stockholder of such Other Stockholder's intent to
transfer any Shares beneficially owned by such Other Stockholder pursuant to
Section 1.3 of the Other Stockholder Agreement to which Shares of such Other
Stockholder are subject, then Company shall notify Stockholder (with a copy to
Parent) that Stockholder may transfer a number of Shares equal to the lesser of
(i) the number by which 70,000 Shares exceeds the number of Shares transferred
pursuant to this Section 1.3 and Section 1.3 of each Other Stockholder Agreement
prior to the date of Stockholder's notice (such excess being the "Excess
Shares") and (ii) the number of Shares proposed to be transferred in the Notice.
(c) Competing Notice Received. If within such forty-eight-hour
(48-hour) period, Company does receive a notice from any Other Stockholder of
such Other Stockholder's intent to transfer any Shares beneficially owned by
such Other Stockholder pursuant to Section 1.3 of the Other Stockholder
Agreement to which Shares of such Other Stockholder are subject, then Company
shall notify Stockholder (with a copy to Parent) that Stockholder may transfer a
number of Shares equal to the lesser of (i) the number of the Excess Shares
multiplied by a fraction, the numerator of which is the number of Shares
proposed to be transferred in the Notice and the denominator of which is the sum
of the number of Shares proposed to be transferred in the Notice and in each
notice from each Other Stockholder received by Company during such
forty-eight-hour (48-hour) period and (ii) the number of Shares proposed to be
transferred by Stockholder.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Certain Representations and Warranties of Stockholder. Each of the
representations and warranties of Stockholder shall be true, accurate and
correct in all respects as of the date hereof and on the Closing Date with the
same force and effect as though such representations and warranties had been
made as of the Closing Date. Stockholder represents and warrants to Parent,
Purchaser and Purchaser's Subsidiary as follows:
(a) Ownership. As of the date hereof, Stockholder is the sole record
and beneficial owner of 223,492 Subject Shares and has full and unrestricted
power to dispose of and to vote such Shares. Stockholder does not beneficially
own any securities of Company on the date hereof other than such Shares.
Stockholder has sole voting power and sole power to issue instructions with
respect to the matters set forth in Article I hereof, sole power of disposition,
sole power of conversion, sole power to demand appraisal rights and sole power
to agree to all of the matters set forth in this Agreement, in each case with
respect to all of the Subject Shares currently beneficially owned by
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Stockholder with no limitations, qualifications or restrictions on such rights,
subject to applicable securities laws, the terms and conditions of the Purchase
Agreement and the terms and conditions of this Agreement.
(b) Power and Authority; Execution and Delivery. Stockholder has all
requisite legal capacity, power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement by Stockholder and the consummation by Stockholder of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of Stockholder. This Agreement has been duly executed and
delivered by Stockholder and, assuming that this Agreement constitutes the valid
and binding obligation of the other parties hereto, constitutes a valid and
binding obligation of Stockholder, enforceable against Stockholder in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and to general principles of equity.
(c) No Conflicts. The execution and delivery of this Agreement do not
and the consummation of the transactions contemplated hereby and compliance with
the provisions hereof will not (i) conflict with or result in any breach of any
organizational documents applicable to Stockholder or (ii) conflict with, result
in a breach or violation of or default (with or without notice or lapse of time
or both) under, or give rise to a material obligation, a right of termination,
cancellation, or acceleration of any obligation or a loss of a material benefit
under, or require notice to or the consent of any person under any agreement,
instrument, undertaking, law, rule, regulation, judgment, order, injunction,
decree, determination or award binding on Stockholder, other than any such
conflicts, breaches, violations, defaults, obligations, rights or losses that
individually or in the aggregate would not (i) impair the ability of Stockholder
to perform Stockholder's obligations under this Agreement or (ii) prevent or
delay the consummation of any of the transactions contemplated hereby.
(d) No Encumbrances. The Subject Shares and the certificates
representing the Subject Shares are now, and at all times during the term hereof
will be, held by Stockholder, or by a nominee or custodian for the benefit of
Stockholder, free and clear of all liens, claims, security interests, proxies,
voting trusts or agreements, understandings or arrangements or any other
encumbrances whatsoever, except for any such liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or other
encumbrances in favor of the Company or arising hereunder or by, through or
under Parent, Purchaser and/or Purchaser's Subsidiary.
(e) No Finder's Fees. No broker, investment banker, financial advisor
or other person is entitled to any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of Stockholder.
2.2 Representations and Warranties of Parent, Purchaser and Purchaser's
Subsidiary. Each of the representations and warranties of Parent, Purchaser and
Purchaser's Subsidiary shall be true, accurate and correct in all respects as of
the date hereof and on the Closing Date with the same force and effect as though
such representations and warranties had been made as of the Closing Date. Each
of Parent, Purchaser and Purchaser's Subsidiary hereby represent and warrant to
Parent, Purchaser and Purchaser's Subsidiary that:
(a) Power and Authority; Execution and Delivery. Each of Parent,
Purchaser and Purchaser's Subsidiary has all requisite legal capacity, corporate
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by each of Parent, Purchaser and Purchaser's Subsidiary and the consummation by
each of Parent, Purchaser and Purchaser's Subsidiary of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of each of Parent, Purchaser and Purchaser's Subsidiary. This
Agreement has been duly executed and delivered by each of Parent, Purchaser and
Purchaser's Subsidiary and, assuming that this Agreement constitutes the valid
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and binding obligation of Stockholder, constitutes a valid and binding
obligation of each of Parent, Purchaser and Purchaser's Subsidiary, enforceable
against each of Parent, Purchaser and Purchaser's Subsidiary in accordance with
its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally and to general principles of equity.
(b) No Conflicts. The execution and delivery of this Agreement do not
and the consummation of the transactions contemplated hereby and compliance with
the provisions hereof will not (i) conflict with or result in any breach of any
organizational documents applicable to each of Parent, Purchaser or Purchaser's
Subsidiary or (ii) conflict with, result in a breach or violation of or default
(with or without notice or lapse of time or both) under, or give rise to a
material obligation, right of termination, cancellation, or acceleration of any
obligation or a loss of a material benefit under, or require notice to or the
consent of any person under any agreement, instrument, undertaking, law, rule,
regulation, judgment, order, injunction, decree, determination or award binding
on any of Parent, Purchaser and Purchaser's Subsidiary, other than any such
conflicts, breaches, violations, defaults, obligations, rights or losses that
individually or in the aggregate would not (i) impair the ability of Parent,
Purchaser and/or Purchaser's Subsidiary to perform their obligations under this
Agreement or (ii) prevent or delay the consummation of any of the transactions
contemplated hereby.
ARTICLE III
CERTAIN COVENANTS
3.1 Certain Covenants of Stockholder.
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(a) Restriction on Transfer of Subject Shares, Proxies and
Noninterference. During the Pre-Closing Period, Stockholder shall not, directly
or indirectly, in his or its capacity as a stockholder of the Company, except
pursuant to the terms and conditions of this Agreement: (A) offer for sale,
sell, transfer, tender, loan, pledge, encumber, assign or otherwise dispose of,
or enter into any contract, option or other arrangement or understanding with
respect to or consent to the offer for sale, sale, transfer, tender, pledge,
encumbrance, assignment or other disposition of, grant any rights with respect
to, or enter into any transaction which is designed to, or might be reasonably
be expected to, resort in the disposition (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise) of any
right, title and interest any or all of the Subject Shares; (B) grant any
proxies or powers of attorney, deposit any of the Subject Shares into a voting
trust or enter into a voting agreement with respect to any of the Subject
Shares; or (C) take any action that would make any representation or warranty
contained herein untrue, inaccurate or incorrect or have the effect of impairing
the ability of Stockholder to perform Stockholder's obligations under this
Agreement or preventing or delaying the consummation of any of the transactions
contemplated hereby or by the Purchase Agreement.
(b) Cooperation. Except as set forth in this Agreement and as set forth
in the Purchase Agreement, Stockholder shall reasonably cooperate with Parent,
Purchaser, Purchaser's Subsidiary and Company in connection with their
respective efforts to fulfill the conditions to the Purchase Agreement set forth
in Article VII of the Purchase Agreement.
(c) No Solicitation. Except as set forth in the Purchase Agreement and
as set forth in this Agreement, Stockholder shall not, in his or its capacity as
a stockholder of the Company, respond to any inquiries or the making of any
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proposal by any person or entity (other than Parent or any affiliate of Parent)
concerning any business combination merger, tender offer, exchange offer, sale
of assets, sale of shares of capital stock or debt securities or similar
transactions involving Company or any subsidiary, division or operating or
principal business unit of Company. If Stockholder receives any such inquiry or
proposal, then Stockholder shall promptly inform Parent of the existence
thereof. Except as set forth in the Purchase Agreement and as set forth in this
Agreement, Stockholder will immediately cease and cause to be terminated any
existing activities, discussions or negotiations with any parties conducted
heretofore with respect to any of the foregoing.
(d) Reliance by Parent. Stockholder understands and acknowledges that
each of Parent and Purchaser are entering into the Purchase Agreement in
reliance upon Stockholder's execution and delivery of this Agreement.
ARTICLE IV
MISCELLANEOUS
4.1 Fees and Expenses. Each party hereto shall pay its own expenses
incident to preparing for, entering into and carrying out this Agreement and the
consummation of the transactions contemplated hereby.
4.2 Amendment; Termination. This Agreement may not be amended except by
an instrument in writing signed on behalf of each of the parties hereto. This
Agreement and the proxies granted pursuant to Section 1.2 shall terminate at the
end of the Pre-Closing Period.
4.3 Extension; Waiver. Any agreement on the part of a party to waive
any provision of this Agreement, or to extend the time for any performance
hereunder, shall be valid only if set forth in an instrument in writing signed
on behalf of such party. The failure of any party to this Agreement to assert
any of its rights under this Agreement or otherwise shall not constitute a
waiver of such rights.
4.4 Entire Agreement; No Third-Party Beneficiaries. This Agreement
constitutes the entire agreement, and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter of this Agreement, and is not intended to confer upon any person
other than the parties any rights or remedies.
4.5 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Utah, regardless of the laws that
might otherwise govern under applicable principles of conflict of laws thereof.
4.6 Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be deemed
given if delivered personally, or sent by overnight courier or telecopy
(providing proof of delivery) to the address set forth below (or, in each case,
at such other address as shall be specified by like notice).
If to Parent, Purchaser or Purchaser's Subsidiary:
Union Espanola de Explosivos S.A.
Av. Del Partenon, 16-5a Xx.
Xxxxx xx xxx Xxxxxxxx
00000 Xxxxxx Xxxxx
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Attention: Xxxx Xxxxxxxx Xxxxxxx-Xxxxx
and
Xxxxxx Xxxxxxxxxx
Telephone: 00-00-000-0000
Telocopy: 00-00-000-0000
with a copy (which shall not constitute notice) to :
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Xxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxx, Esq.
and
Xxxxxxx X. Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
If to Stockholder:
Xxxxxx X. Xxxx
0000 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
4.7 Assignment. Except to a wholly owned subsidiary, neither this
Agreement nor any of the rights, interests, or obligations under this Agreement
may be assigned or delegated, in whole or in part, by operation of law or
otherwise, by Stockholder without the prior written consent of Parent, and any
such assignment or delegation that is not consented to shall be null and void
other than an assignment or delegation to a wholly owned subsidiary. This
Agreement, together with any rights, interests, or obligations of Parent,
Purchaser and Purchaser's Subsidiary (each of Parent, Purchaser and Purchaser's
Subsidiary being an "Assignor") hereunder, may be assigned or delegated, in
whole or in part, by such Assignor without the consent of or any action by
Stockholder upon notice by such Assignor to Stockholder as provided herein;
provided, that such assignment and delegation is made to a person (an
"Assignee") to whom the rights and interests of such Assignor under the Purchase
Agreement are assigned in accordance with the Purchase Agreement and that such
Assignee assumes all of the obligations and liabilities of such Assignor under
this Agreement and the Purchase Agreement. Subject to the preceding sentence,
this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the parties and their respective successors and assigns
(including without limitation any person to whom any Subject Shares are sold,
transferred, assigned or passed, whether by operation of law or otherwise).
4.8 Confidentiality. Stockholder recognizes that successful
consummation of the transactions contemplated by this Agreement may be dependent
upon confidentiality with respect to the matters referred to herein. In this
connection, pending public disclosure of such matters, Stockholder hereby agrees
not to disclose or discuss such matters with anyone not a party to this
Agreement (other than its counsel and advisors, if any) without the prior
written consent of Parent, except for filings required pursuant to the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, or disclosures its counsel advises are necessary in order to fulfill
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its obligations imposed by law, in which event Stockholder shall give notice of
such disclosure to Parent as promptly as practicable so as to enable Parent to
seek a protective order promptly from a court of competent jurisdiction with
respect thereto.
4.9 Further Assurances. Stockholder shall execute and deliver such
other documents and instruments and take such further actions as may be
necessary or appropriate or as may be reasonably requested by Parent, Purchaser
or Purchaser's Subsidiary in order to ensure that Parent, Purchaser and
Purchaser's Subsidiary receive the full benefit of this Agreement.
4.10 Enforcement. Irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. Accordingly, the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement in any
appropriate state or federal court in the State of Utah, this being in addition
to any other remedy to which they are entitled at law or in equity. Each of the
parties hereto (i) shall submit itself to the personal jurisdiction of the
courts of the State of Utah in the event any dispute arises out of this
Agreement or any of the transactions contemplated hereby, (ii) shall not attempt
to deny or defeat such personal jurisdiction by motion or other request for
leave from any such court, and (iii) shall not bring any action relating to this
Agreement or any of the transactions contemplated hereby in any court other than
the courts of the State of Utah.
4.11 Severability. Whenever possible, each provision or portion of any
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
4.12 Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
4.13 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same instrument and
shall become effective when one or more counterparts have been signed by each
party and delivered to the other parties.
[remainder of page intentionally left blank; signature page follows]
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed as of the day and year first written above.
UNION ESPANOLA DE EXPLOSIVOS, S.A.
By: /s/__________________________
Name: Xxxx X. Xxxxxxx-Xxxxx
Title: Chairman and CEO
UNION ESPANOLA DE EXPLOSIVOS-MSI
INTERNATIONAL, S.A.
By: /s/___________________________
Name: Xxxx X. Xxxxxxx-Xxxxx
Title: Chairman
UMSI ACQUISITION CO.
By:/s/ ___________________________
Name: Xxxx X. Xxxxxxx-Xxxxx
Title: President
XXXXXX X. XXXX
/s/_______________________________
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