Exhibit 2
STOCKHOLDER AGREEMENT
This STOCKHOLDER AGREEMENT (this "Agreement"), dated as of June 6, 2005, by
and NATUREX, S.A., a societe anonyme organized under the laws of the French
Republic, ("Parent"), NATUREX ACQUISITION CORP., a Delaware corporation and
direct wholly owned subsidiary of Parent ("Purchaser"), and the undersigned
stockholders ("Stockholders"), of PURE WORLD, INC., a Delaware corporation (the
"Company").
RECITALS
A. Each Stockholder is, as of the date hereof, the record and beneficial owner
of the number of shares of common stock, par value $0.01 per share (the "Common
Stock"), of the Company, set forth opposite such Stockholder's name on Schedule
I hereto;
B. Parent, Purchaser and the Company propose to enter into an Agreement and
Plan of Merger, dated as of the date hereof (the "Merger Agreement"), that
provides for Purchaser to commence a tender offer (the "Offer") for all of the
issued and outstanding shares of the Common Stock and the merger of Purchaser
with and into the Company, with the Company surviving as a wholly-owned
subsidiary of Parent (the "Merger"); and
C. As a condition to the willingness of Parent and Purchaser to enter into the
Merger Agreement and as an inducement and in consideration therefor, each
Stockholder has agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein and in the Merger Agreement, and intending to be
legally bound hereby, the parties hereto agree as follows:
SECTION 1. Representations and Warranties of each Stockholder. (a) Each
Stockholder hereby represents and warrants to Parent and Purchaser as follows:
(i) Stockholder is the beneficial owner of the shares of Common Stock set
forth opposite Stockholder's name on Schedule I to this Agreement (together with
any shares of Common Stock that such Stockholder may acquire at any time on or
after the date hereof during the term of this Agreement, the "Shares"). Schedule
I lists separately all options, warrants or other rights to purchase Common
Stock held by Stockholder ("Options").
(ii) Stockholder has the legal capacity to execute and deliver this
Agreement and to consummate the transactions contemplated hereby, without the
necessity of any joinder, consent or waiver of any Person.
(iii) This Agreement has been validly executed and delivered by Stockholder
and constitutes the legal, valid and binding obligation of Stockholder,
enforceable against Stockholder in accordance with its terms, except (A) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors' rights
generally, and (B) that the availability of the remedy of specific performance
or injunctive or other forms of equitable relief may be subject to equitable
defenses and would be subject to the discretion of the court before which any
proceeding therefore may be brought.
(iv) Neither the execution and delivery of this Agreement nor the
consummation by Stockholder of the transactions contemplated hereby will result
in a violation of, or a default under, or conflict with, any contract, trust,
commitment, agreement, or restriction of any kind to which Stockholder is a
party or by which Stockholder or Stockholder's assets are bound. The
consummation by Stockholder of the transactions contemplated hereby will not
violate, or require any consent, approval, or notice under, any provision of any
judgment, order, decree, statute, law, rule or regulation applicable to
Stockholder.
(v) The Shares owned by Stockholder 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, options, rights or any other encumbrances
whatsoever on title, transfer, or exercise of any rights of a stockholder in
respect of such Shares, except for any of the foregoing arising under this
Agreement.
(b) Xxxx X. Xxxxxxx hereby represents and warrants to Parent and Purchaser
that he does not own, directly or indirectly, any Shares or Options,
beneficially or of record, except individually or through the entities listed as
Stockholders on Schedule I to this Agreement.
SECTION 2. Representations and Warranties of Parent and Purchaser. Each of
Parent and Purchaser hereby, jointly and severally, represents and warrants to
the Stockholders as follows:
(a) Parent is a societe anonyme duly organized, validly existing and in
good standing under the laws of the French Republic. Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware. Each of Parent and Purchaser has all requisite corporate
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby, and has taken all necessary corporate action
to authorize the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by
each of Parent and Purchaser, and constitutes the legal, valid and binding
obligation of each of Parent and Purchaser, enforceable against each of them in
accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors' rights generally, and (ii) that the
availability of the remedy of specific performance or injunctive or other forms
of equitable relief may be subject to equitable defenses and would be subject to
the discretion of the court before which any proceeding therefore may be
brought.
SECTION 3. Tender of the Shares. Each Stockholder hereby agrees that unless
this Agreement is terminated pursuant to Section 6 hereof, (a) Stockholder shall
validly tender or cause to be validly tendered its Shares to Purchaser pursuant
to the Offer as promptly as practicable, and in any event no later than the
tenth business day following the commencement of the Offer pursuant to Section
1.01 of the Merger Agreement (except that any Shares held in the name of a
brokerage firm or similar agent or intermediary shall be tendered as soon as
reasonably practicable, but in any event not later than five business days prior
to the initial scheduled expiration date of the Offer), and (b) Stockholder
shall not withdraw or cause to be withdrawn any of Stockholder's Shares so
tendered unless the Offer is terminated or has expired without Purchaser
purchasing all shares of Common Stock validly tendered in the Offer.
SECTION 4. Transfer of the Shares. Prior to the termination of this Agreement,
except as otherwise provided herein, each Stockholder shall not: (a) transfer,
assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of
the foregoing ("Transfer"), any or all of the Shares or any right or interest
therein; (b) enter into any contract, option or other agreement, arrangement or
understanding with respect to any Transfer; (c) grant any proxy,
power-of-attorney or other authorization or consent with respect to any of the
Shares; (d) deposit any of the Shares into a voting trust, or enter into a
voting agreement or arrangement with respect to any of the Shares; (e) exercise,
or give notice of an intent to exercise, any Options unless the Shares
underlying such Options become subject to this Agreement upon such Option
exercise; or (f) take any other action, other than in Stockholder's capacity as
an officer or director of the Company, that would in any way restrict, limit or
interfere with the performance of Stockholder's obligations hereunder or the
transactions contemplated hereby.
SECTION 5. Resignation of Directorship. Xxxx X. Xxxxxxx hereby agrees to resign
as director of the Company (to the extent Stockholder is a director of the
Company on the date hereof), as he may be requested by the Company in connection
with the Company's obligations under Section 6.03 of the Merger Agreement.
SECTION 6. Termination. This Agreement shall terminate, and neither Parent nor
Stockholders shall have any rights or obligations hereunder and this Agreement
shall become null and void and have no effect upon the earlier to occur of (i)
the acceptance for payment by Purchaser of the Shares pursuant to the Offer and
(ii) the date of termination of the Merger Agreement in accordance with its
terms. The representations and warranties made herein shall not survive the
termination of this Agreement.
SECTION 7. Voting Agreement. In the event that any action of the Stockholders
as stockholders of the Company is required or requested by Parent or Purchaser
between the date hereof and the consummation of the Offer with respect to the
transactions contemplated by this Agreement and the Merger Agreement, each
Stockholder hereby agrees that such Stockholder shall vote all Shares held of
record by such Stockholder (or take such other similar action) in favor of the
transactions contemplated by this Agreement and the Merger Agreement.
SECTION 8. Miscellaneous.
(a) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (which is
confirmed) or sent by a nationally recognized overnight courier service, such as
Federal Express (providing proof of delivery), to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):
If to a Stockholder, at the address set forth below such Stockholder's name on
Schedule 1 hereto. with a copy to:
Xxx X. Xxxxxx
Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
or Purchaser, to:
NATUREX, S.A.
Site D'Agroparc Montfavet, B.P. 1218
F-84911 Avignon Cedex
France
Attention: Xxxxxxx Xxxxxxxx
Chief Executive Officer
Fax: x00 000 00 00 00
with a copy to:
Xxxxxx X. Xxxxxx, Esq.
Xxxxxx Xxxx & Priest LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
(b) Publication. Each Stockholder hereby permits Parent and Purchaser to
publish and disclose in the Offer Documents (including all documents and
schedules filed with the SEC) Stockholder's identity and ownership of shares of
Common Stock and the nature of Stockholder's commitments, arrangements and
understandings pursuant to this Agreement.
(c) Further Actions. Each of the parties hereto agrees that it will use
its commercially reasonable efforts to do all things necessary to effectuate
this Agreement.
(d) Amendment. Waivers. etc. This Agreement may not be amended, changed,
supplemented, waived or otherwise modified, except upon the execution and
delivery of a written agreement executed by each of the parties hereto. The
failure of any party hereto to exercise any right, power or remedy provided
under this Agreement or otherwise available in respect hereof at law or in
equity, or to insist upon compliance by any other party hereto with its
obligations hereunder, and any custom or practice of the parties at variance
with the terms hereof shall not constitute a waiver by such party of its right
to exercise any such or other right, power or remedy or to demand such
compliance.
(e) Specific Performance. Each of the parties hereto acknowledges and
agrees that in the event of any breach of this Agreement, each non-breaching
party would be irreparably and immediately harmed and could not be made whole by
monetary damages. It is accordingly agreed that the parties hereto (a) will
waive, in any action for specific performance, the defense of adequacy of a
remedy at law and (b) shall be entitled, in addition to any other remedy to
which they may be entitled at law or in equity, to compel specific performance
of this Agreement.
(f) Capitalized Terms. For purposes of this Agreement, capitalized terms
used and not defined herein shall have the respective meanings ascribed to them
in the Merger Agreement.
(g) Entire Agreement. This Agreement (together with the Merger Agreement,
to the extent referred to herein) constitutes the entire agreement of the
parties and supersedes all prior agreements and undertakings, both written and
oral, between the parties, or any of them, with respect to the subject matter
hereof.
(h) Assignment. This Agreement shall not be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties, except that Purchaser may assign any or all of its
rights, interests and obligations hereunder to Parent, one or more direct or
indirect wholly-owned Subsidiaries of Parent, or a combination thereof. Subject
to the foregoing, this Agreement will be binding upon, inure to the benefit of
and be enforceable by the parties and permitted assigns.
(i) Parties in Interest. This Agreement shall be binding upon and inure
solely to the benefit of each party hereto and their respective successors and
permitted assigns, and nothing in this Agreement, express or implied, is
intended to or shall confer upon any other Person any right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.
(j) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
principles of conflicts of law thereof.
(k) Consent to Jurisdiction. Parent, Purchaser and each Stockholder hereby
expressly and irrevocably submits to the exclusive personal jurisdiction of the
courts of the State of Delaware, in connection with all disputes arising out of
or in connection with this Agreement or the transactions contemplated hereby and
agrees not to commence any litigation relating thereto except in such courts.
Each such party hereby waives the right to any other jurisdiction or venue for
any litigation arising out of or in connection with this Agreement or the
transactions contemplated hereby to which any of them may be entitled by reason
of its present or future domicile.
(l) Service of Process. Parent, Purchaser and each Stockholder irrevocably
consents to the service of process outside the territorial jurisdiction of the
courts referred to in Section 8(k) hereof in any such action or proceeding by
mailing copies thereof by registered United States mail, postage prepaid, return
receipt requested, to its address as specified in or pursuant to Section 8(a)
hereof. However, the foregoing shall not limit the right of a party to effect
service of process on the other party by any other legally available method.
(m) Counterparts. This Agreement may be executed manually or by facsimile
by the parties hereto, in any number of counterparts, each of which shall be
considered one and the same agreement and shall become effective when a
counterpart hereof shall have been signed by each of the parties and delivered
to the other parties.
IN WITNESS WHEREOF, Parent, Purchaser and each Stockholder have caused this
Agreement to be duly executed and delivered as of the date first written above.
NATUREX, S.A.
By: /s/ Xxxxxxx Xxxxxxxx
--------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chief Executive Officer
NATUREX ACQUISITION CORP.
By: /s/ Xxxxxxx Xxxxxxxx
--------------------
Name: Xxxxxxx Xxxxxxxx
Title: President
STOCKHOLDERS:
EMERALD PARTNERS
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: General Partner
/s/ Xxxx X. Xxxxxxx
-------------------
XXXX X. XXXXXXX
XXXX X. XXXXXXX XXX ACCOUNT
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title:
ESTATE OF XXXXXXX X. XXXXXXX
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: Executor
MARITAL TRUST U/W/O XXXXXXX X. XXXXXXX
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: Trustee
RESIDUARY TRUST U/W/O XXXXXXX X. XXXXXXX
By:/s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Trustee
SCHEDULE I
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STOCKHOLDERS NUMBER OF SHARES HELD NUMBER OF OPTIONS HELD
------------ --------------------- ----------------------
Xxxx X. Xxxxxxx 1,621,933* 0
000 Xxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Emerald Partners 110,000 0
000 Xxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Xxxx X. Xxxxxxx Xxx Account 318,020 0
000 Xxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Estate Of Xxxxxxx Xxxxxxx 271,493 0
000 Xxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Marital Trust u/w/o Xxxxxxx X. 513,141 0
Xxxxxxx
000 Xxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Residuary Trust u/w/o Xxxxxxx X. 558,356 0
Xxxxxxx
000 Xxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
--------------
* Does not include shares held in the accounts of certain securities brokerage
customers of Xx. Xxxxxxx over which he exercises discretionary authority. Xx.
Xxxxxxx disclaims beneficial ownership of such shares.
