REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("AGREEMENT") is made and entered into
as of January 21, 1997, by and between IMCO Recycling Inc., a Delaware
corporation (the "COMPANY"), and the Purchasers (as defined below).
RECITALS
WHEREAS, the Company and the Purchasers have entered into a Stock Purchase
Agreement dated January 21, 1997 (the "PURCHASE AGREEMENT"), pursuant to which
the Company has acquired all of the issued and outstanding capital stock of Rock
Creek Aluminum, Inc., an Ohio corporation ("ROCK CREEK"); and
WHEREAS, pursuant to the Purchase Agreement, each of the Purchasers has
acquired shares (collectively, the "SHARES") of the Company's common stock, $.10
par value ("COMMON STOCK"); and
WHEREAS, the Company wishes to grant each of the Purchasers certain
registration rights in respect of that portion of the Shares held thereby.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein and in the Purchase Agreement, the parties hereby agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the meanings set forth below:
"COMMISSION" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
"PURCHASERS" shall mean the owners of Common Stock identified on the
signature page hereof, each of whom is referred to individually herein as a
"PURCHASER" and a transferee of Registrable Securities from a Purchaser,
provided such transfer complies with Section 3.2 of this Agreement.
"REGISTRABLE SECURITIES" shall mean (i) the Shares and any and all
shares of Common Stock issued or issuable at any time or from time to time
in respect of which the Company has previously or may in the future grant
in writing registration rights (collectively, the "REGISTRABLE COMMON");
and (ii) any Common Stock issued or issuable at any time or from time to
time in
respect of the Shares or the Registrable Common upon a stock split, stock
dividend, recapitalization or other similar event involving the Company.
The terms "REGISTER," "REGISTERED", and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering by the
Commission of the effectiveness of such registration statement.
"REGISTRATION EXPENSES" shall mean all expenses, other than Selling
Expenses (as defined below), incurred by the Company in complying with
Section 2.1 hereof, including, without limitation, all registration,
qualification and filing fees, exchange listing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, blue sky
fees and expenses and the expense of any special audits incident to or
required by any such registration (but excluding the compensation of
regular employees of the Company which shall be paid in any event by the
Company).
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or
any similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"SELLING EXPENSES" shall mean only the underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities
registered by a Purchaser and all fees and disbursements of counsel for
such Purchaser.
"UNDERWRITTEN PUBLIC OFFERING" shall mean a public offering in which
the Common Stock is offered and sold on a firm commitment basis through one
or more underwriters, all pursuant to an underwriting agreement between the
Company and such underwriters.
2. REGISTRATION RIGHTS.
2.1 COMPANY REGISTRATION.
(a) NOTICE OF REGISTRATION. Subject to the terms hereof, if at any
time or from time to time prior to the expiration of two years from the
date of this Agreement (except as otherwise provided in Section 3.2), the
Company shall determine to register any of its Common Stock, for its own
account relating to an Underwritten Public Offering, the Company shall:
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(i) promptly, but in any event at least 30 days before the
Company files a registration statement pursuant to an Underwritten
Public Offering, give to each Purchaser written notice thereof; and
(ii) include in such registration (and any related qualification
under blue sky laws or other compliance), and in the underwriting
involved therein, such Registrable Securities as each Purchaser may
request in a writing delivered to the Company within 20 days after
each Purchaser's receipt of the Company's written notice delivered
pursuant to Section 2.1(a)(i) above.
(b) UNDERWRITING. The right of each Purchaser to registration
pursuant to Section 2.1 shall be conditioned upon such Purchaser's
participation in such underwriting, and the inclusion of Registrable
Securities in the underwriting shall be limited to the extent provided
herein. Each Purchaser and all other stockholders proposing to distribute
their securities through such underwriting shall (together with the Company
and the other holders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with
the managing underwriter selected for such underwriting by the Company.
Subject only to the provisions of Section 2.1(c) below, if the managing
underwriter determines that marketing factors require a limitation of the
number of shares to be underwritten, the managing underwriter may limit
some or all of the Registrable Securities that may be included in the
registration and underwriting as follows: the number of Registrable
Securities that may be included in the registration and underwriting by
each Purchaser shall be determined by multiplying the number of shares of
Registrable Securities of all selling shareholders of the Company which the
managing underwriter is willing to include in such registration and
underwriting, times a fraction, the numerator of which is the number of
Registrable Securities requested to be included in such registration and
underwriting by each Purchaser, and the denominator of which is the total
number of Registrable Securities which all selling shareholders of the
Company have requested to have included in such registration and
underwriting. To facilitate the allocation of shares in accordance with
the above provisions, the Company may round the number of shares allocable
to any such person to the nearest 100 shares. If any Purchaser disapproves
of the terms of any such underwriting, it may elect to withdraw therefrom
by written notice to the Company and the managing underwriter, delivered
not less than seven days before the effective date.
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(c) SUBORDINATION OF REGISTRATION RIGHTS. Notwithstanding any other
provision of this Section 2.1 to the contrary, the registration rights
granted pursuant hereto are expressly subordinate in all respects to the
registration rights previously granted by the Company to each of Xxxxxxx
Xxxxx Interfunding Inc., a Delaware corporation, Xxx X. Xxxxxx, a resident
of Dallas County, Texas, and PTX Partners, a Texas limited partnership
(collectively, the "EXISTING HOLDERS"), pursuant to that certain Amended
and Restated Registration Agreement, dated September 30, 1988 (the "1988
AGREEMENT"). In the event that the managing underwriter of any
underwriting shall inform the Company of its intention to limit the number
of Registrable Securities to be included in any registration and
underwriting pursuant to Section 2.1(b) above, all Registrable Securities
held by the Existing Holders who have notified the Company of their intent
to include their Registrable Securities in such registration and
underwriting pursuant to Section 2.1(a)(ii) above, shall be included in
such registration and underwriting (subject to the terms of the 1988
Agreement), before the Purchasers shall be permitted to include any of
their Shares in such registration and underwriting. In the event that
additional Registrable Securities are available for inclusion in such
registration and underwriting after the inclusion of the Existing Holders'
Registrable Securities, then the number of Registrable Securities to be
included in such registration and underwriting by the Purchasers shall be
determined by multiplying the number of shares of Registrable Securities
remaining after the inclusion of the Existing Holders' Registrable
Securities which the managing underwriter is willing to include in such
registration and underwriting, times a fraction, the numerator of which is
the number of Registrable Securities requested to be included in such
registration and underwriting by each Purchaser, and the denominator of
which is the total number of Registrable Securities which all Purchasers
have requested to have included in such registration and underwriting.
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(d) RIGHT TO TERMINATE REGISTRATION. The Company shall have the right to
terminate or withdraw any registration initiated by it under this Section 2.1
prior to the effectiveness of such registration whether or not any Purchaser has
elected to include its Registrable Securities in such registration, provided,
however, that in such event, the Company shall promptly pay all reasonable
out-of-pocket costs and expenses of the Purchasers (including, without
limitation, all reasonable fees and disbursements of one law firm chosen to
represent the Purchasers) incurred in connection with such terminated
registration.
(e) NO OTHER REGISTRATION RIGHTS. Except (i) as set forth in the
first sentence of Section 2.1(c) hereof, (ii) the rights granted pursuant
to the Registration Rights Agreement, dated as of October 1, 1995, between
the Company and the former stockholders of Alumar Associates, Inc., (iii)
the rights granted pursuant to the Registration Rights Agreement, dated as
of September 20, 1994, between the Company and the former stockholders of
Phoenix Smelting Corporation, and (iv) except for rights granted pursuant
to this Agreement, the Company has not previously entered into or become a
party to, nor is it bound by any agreement with respect to its capital
stock which grants registration rights to any person or entity.
2.2 EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with all registrations pursuant to Section 2.1 shall be borne by
the Company. Unless otherwise stated herein, all Selling Expenses relating
to securities registered on behalf of any Purchaser shall be borne by such
Purchaser.
2.3 COMPANY'S OBLIGATIONS IN REGISTRATION. In the case of each
registration, qualification or compliance effected by the Company pursuant
to this Agreement the Company will keep each Purchaser advised in writing
as to the initiation of each registration, qualification and compliance and
as to the completion thereof. At its expense, the Company will:
(a) Prepare and file with the Commission a registration statement
with respect to such securities and use its commercially reasonable best
efforts to cause such registration statement to become and remain effective
with respect to a registration statement filed regarding an Underwritten
Public Offering, for the lesser of (i) 90 days or (ii) until the
distribution described in such registration statement has been completed;
and
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(b) Furnish to each underwriter such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as such
underwriter may reasonably request in order to facilitate the public sale
of the shares by such underwriter, and promptly furnish to each underwriter
and Purchaser notice of any stop-order or similar notice issued by the
Commission or any state agency charged with the regulation of securities,
and notice of any NASDAQ or securities exchange listing; and
(c) Furnish prospectuses, including preliminary prospectuses and
amendments and supplements thereto, to the Purchasers electing to sell any
of their Registrable Securities pursuant to Section 2.1 hereof, all in
accordance with applicable securities laws; and
(d) Notify the Purchasers in the event that the Company becomes aware
that a prospectus relating to the Registrable Securities contains a
materially untrue statement or omits to state a material fact; and
(e) Apply to register or otherwise qualify the Registrable Securities
offered by the Purchasers or any of them under all applicable blue sky laws
of any state.
2.4 INDEMNIFICATION.
(a) To the extent permitted by law, the Company will indemnify and
hold harmless each Purchaser, each of its officers and directors and
partners, and each person controlling each Purchaser within the meaning of
Section 15 of the Securities Act, with respect to which registration,
qualification or compliance has been effected pursuant to this Agreement,
against all expenses, claims, losses, damages or liabilities (or actions in
respect thereof) to the extent to which such person or entity is subject,
including any of the foregoing incurred in settlement of any litigation,
commenced or threatened, to the extent such expenses, claims, losses,
damages or liabilities (or proceedings in respect thereof) arise out of or
are based on any untrue statement (or alleged untrue statement) of a
material fact contained in any registration statement, prospectus, offering
circular or other document, or any amendment or supplement thereto,
incident to any such registration, qualification or compliance, or arise
out of or are based on any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made,
not misleading, or any violation by the Company of the Securities Act
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or any rule or regulation promulgated under the Securities Act applicable
to the Company in connection with any such registration, qualification or
compliance, and the Company will reimburse each Purchaser, each of its
officers and directors and partners, and each person controlling each
Purchaser for any legal and any other expenses reasonably incurred in
connection with investigating, preparing or defending any such claim, loss,
damage, liability or action, PROVIDED, HOWEVER, that the indemnity
contained herein shall not apply to amounts paid in settlement of any
claim, loss, damage, liability or expense if settlement is effected without
the consent of the Company (which consent shall not unreasonably be
withheld); PROVIDED, FURTHER, that the Company will not be liable in any
such case to the extent that any such claim, loss, damage, liability or
expense arises out of or is based on any untrue statement or omission or
alleged untrue statement or omission, made in reliance upon and in
conformity with written information furnished to the Company expressly for
inclusion in such registration by such Purchaser or such controlling person
specifically for use therein. Notwithstanding the foregoing, insofar as the
foregoing indemnity relates to any such untrue statement (or alleged untrue
statement) or omission (or alleged omission) made in the preliminary
prospectus but eliminated or remedied in the amended prospectus on file
with the Commission at the time the registration statement becomes
effective or in the final prospectus filed with the Commission pursuant to
the applicable rules of the Commission or in any supplement or addendum
thereto, the indemnity agreement herein shall not inure to the benefit of
any underwriter or (if there is no underwriter) any Purchaser if a copy of
the final prospectus filed pursuant to such rules, together with all
supplements and addenda thereto, was not furnished to the person or entity
asserting the loss, liability, claim or damage at or prior to the time such
furnishing is required by the Securities Act.
(b) To the extent permitted by law, each Purchaser will, severally
but not jointly, if securities held by such Purchaser are included in the
securities as to which such registration, qualification or compliance is
being effected pursuant to the terms hereof, indemnify and hold harmless
the Company, each of its directors and officers, each person who controls
the Company within the meaning of Section 15 of the Securities Act, and
each other person selling the Company's securities covered by such
registration statement, each of such person's officers and directors and
each person controlling such persons within the meaning of Section 15 of
the Securities Act, against all claims, losses, damages and liabilities (or
actions in respect thereof) to the extent to which such person or entity is
subject, arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any
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such registration statement, prospectus, offering circular or other
document, or arising out of or based on any omission (or alleged omission)
to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, or any violation by such
Purchaser of any rule or regulation promulgated under the Securities Act
applicable to such Purchaser and relating to action or inaction required
of such Purchaser in connection with any such registration, qualification
or compliance, and will reimburse the Company, such other persons, such
directors, officers, persons or control persons for any legal or other
expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability or action, in each case to the
extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with information furnished to the Company by
such Purchaser expressly for inclusion in such registration; PROVIDED,
HOWEVER, that the indemnity contained herein shall not apply to amounts
paid in settlement of any claim, loss, damage, liability or expense if
settlement is effected without the consent of the Purchaser (which consent
shall not be unreasonably withheld); and PROVIDED, FURTHER, that the maximum
liability of any Purchaser under this Section 2.4(b) shall be limited to the
aggregate amount of all sales proceeds actually received by such Purchaser
upon the sale of such Purchaser's Registrable Securities in connection with
such registration. Notwithstanding the foregoing, insofar as the foregoing
indemnity relates to any such untrue statement (or alleged untrue
statement) or omission (or alleged omission) made in the preliminary
prospectus but eliminated or remedied in the amended prospectus on file
with the Commission at the time the registration statement becomes
effective or in the final prospectus filed pursuant to applicable rules of
the Commission or in any supplement or addendum thereto, the indemnity
agreement herein shall not inure to the benefit of the Company, any
underwriter or any other person if a copy of the final prospectus filed
pursuant to such rules, together with all supplements and addenda thereto,
was not furnished to the person or entity asserting the loss, liability,
claim or damage at or prior to the time such furnishing is required by the
Securities Act.
(c) Each party entitled to indemnification under this Section 2.4
(the "INDEMNIFIED PARTY") shall give notice to the party required to
provide indemnification (the "INDEMNIFYING PARTY") promptly after such
Indemnified Party has actual knowledge of any action or proceeding
commenced against, or written demand made on any such party in respect of
which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of
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any such claim or any litigation resulting therefrom, provided that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall
not unreasonably be withheld), and the Indemnified Party may participate in
such defense at such party's expense, and provided further that the failure
of any Indemnified Party to give notice as provided herein shall not relieve
the Indemnifying Party of its obligations under this Agreement unless the
failure to give such notice is materially prejudicial to an Indemnifying
Party's ability to defend such action and provided further, that the
Indemnifying Party shall not assume the defense for matters as to which
there is a conflict of interest or as to which the Indemnifying Party is
asserting separate or different defenses, which defenses are inconsistent
with the defenses of the Indemnified Party. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of
each Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release
from all liability in respect to such claim or litigation. No Indemnified
Party shall consent to entry of any judgment or enter into any settlement
without the consent of each Indemnifying Party.
(d) If the indemnification provided for in this Section 2.4 is
unavailable to an Indemnified Party in respect of any losses, claims,
damages or liabilities referred to therein, then each Indemnifying Party,
in lieu of indemnifying such Indemnified Party, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such
losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the
one hand and all stockholders offering securities in the offering (the
"SELLING STOCKHOLDERS") on the other from the offering of the Company's
securities, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and the Selling
Stockholders on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as
any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Selling Stockholders on the other
shall be the net proceeds from the offering (before deducting expenses)
received by the Company on the one hand and the Selling Stockholders on the
other. The relative fault of the Company on the one hand and the Selling
Stockholders on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of material fact or
the
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omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Selling Stockholders and the parties'
relevant intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company and the Selling
Stockholders agree that it would not be just and equitable if contribution
pursuant to this Section 2.4(d) were based solely upon the number of
entities from whom contribution was requested or by any other method of
allocation which does not take account of the equitable considerations
referred to above in this Section 2.4(d). The amount paid or payable by an
Indemnified Party as a result of the losses, claims, damages and liabilities
referred to above in this Section 2.4(d) shall be deemed to include any
legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such action or claim, subject
to the provisions of Section 2.4(c) hereof. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act).
2.5 CERTAIN INFORMATION. Each Purchaser agrees, with respect to any
Registrable Securities included in any registration, to furnish to the
Company such information regarding such Purchaser, the Registrable
Securities and the distribution proposed by such Purchaser as the Company
may reasonably request in writing and as shall be required in connection
with any registration, qualification or compliance referred to in Section
2.1.
2.6 RULE 144 REPORTING. With a view to making available the benefits
of certain rules and regulations of the Commission which may at any time
permit the sale of the Restricted Securities (used herein as defined in
Rule 144 under the Securities Act) to the public without registration, the
Company agrees to:
(a) Make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times
during which the Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT");
(b) File with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act (at all times during which the Company is subject to such reporting
requirements); and
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(c) So long as any Purchaser owns any Restricted Securities, to
furnish to such Purchaser forthwith upon request a written statement by the
Company as to its compliance with the reporting requirements of said Rule
144 and with regard to the Securities Act and the Exchange Act (at all
times during which the Company is subject to such reporting requirements),
a copy of the most recent annual or quarterly report of the Company, and
such other non-confidential reports and documents of the Company and other
non-confidential information in the possession of or reasonably obtainable
by the Company as such Purchaser may reasonably request in availing itself
of any rule or regulation of the Commission allowing Purchaser to sell any
such securities without registration.
3. MISCELLANEOUS.
3.1 GOVERNING LAW. This Agreement shall be governed in all respects
by the internal laws of the State of Delaware.
3.2 NO TRANSFER; TERMINATION. The registration rights contemplated
herein are not transferable, except (i) by operation of law and by the laws
of descent and distribution; (ii) to any member of a Purchaser's immediate
family; or (iii) to any trust, partnership or other entity as to which all
of the beneficiaries or partners consist of a Purchaser or members of such
Purchaser's immediate family. The registration rights granted herein shall
terminate, and the registration rights will not be exercisable by any
Purchaser (or such Purchaser's lawful transferees pursuant to this Section
3.2) after said termination date, on the earlier of (i) the second
anniversary date of this Agreement, or (ii) at such time as all shares of
Registrable Securities held by such Purchaser may immediately be sold under
Rule 144 (as amended from time to time) during any 90-day period.
3.3 ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the full
and entire understanding and agreement between the parties with regard to
the subject hereof. This Agreement, or any provision hereof, may be
amended, waived, discharged or terminated only upon the written consent of
the Company and those Purchasers who are the record holders of at least
majority of the Shares issued pursuant to the Purchase Agreement.
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3.4 NOTICES. All notices or other communications which are required
or may be given under this Agreement shall be in writing and shall be
deemed to have been duly given when delivered in person, transmitted by
telecopier or mailed by registered or certified first class mail, postage
prepaid, return receipt requested to the parties hereto at the address set
forth below (as the same may be changed from time to time by notice
similarly given) or the last known business or residence address of such
other person as may be designated by either party hereto in writing.
If to the Purchasers:
At their respective addresses set forth
next to each signature below
If to the Company:
IMCO Recycling Inc.
0000 Xxxxx X'Xxxxxx Xxxx., Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Chief Executive Officer
3.5 DELAYS OR OMISSIONS. Except as expressly provided herein, no
delay or omission to exercise any right, power or remedy accruing to any
party to this Agreement shall impair any such right, power or remedy of
such party nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind
or character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this agreement, must be in writing and shall be effective
only to the extent specifically set forth in such writing. All remedies,
either under this Agreement or by law or otherwise afforded to any party to
this Agreement, shall be cumulative and not alternative.
3.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall
constitute one instrument.
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3.7 SEVERABILITY. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and
effect without said provision.
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3.8 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not considered in
construing or interpreting this Agreement.
IN WITNESS WHEREOF, the undersigned or each of their respective duly
authorized officers or representatives have executed this agreement effective
upon the date first set forth above.
COMPANY:
IMCO RECYCLING INC.,
a Delaware corporation
/s/ XXXXX X. XXXXXXXXX
---------------------------------
Xxxxx X. Xxxxxxxxx, President and
Chief Executive Officer
PURCHASERS:
/s/ XXXXX X. XXXXX
---------------------------------
Xxxxx X. Xxxxx
Address:
0000 Xxxxxxx Xxxxx
Xxxxxxxx, Xxxx 00000
/s/ XXXXXXX X. XXXXXXXXX
---------------------------------
Xxxxxxx X. Xxxxxxxxx
Address:
00000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
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/s/ XXXXXXX X. XXXXXXX
---------------------------------
Xxxxxxx X. Xxxxxxx
Address:
0000 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
/s/ XXXXX X. XXXXXXX
---------------------------------
Xxxxx X. Xxxxxxx
Address:
0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
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