HERETO,
TO THE EXTENT REASONABLY NECESSARY TO MAKE THE PROVISION, AS SO CHANGED, LEGAL,
VALID, BINDING, AND ENFORCEABLE.
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO
BE ILLEGAL, VOID, VOIDABLE, INVALID, NONBINDING OR UNENFORCEABLE IN ITS ENTIRETY
OR PARTIALLY OR AS TO ANY PARTY, FOR ANY REASON, AND IF SUCH PROVISION CANNOT BE
CHANGED CONSISTENT WITH THE INTENT OF THE PARTIES HERETO TO MAKE IT FULLY LEGAL,
VALID, BINDING AND ENFORCEABLE, THEN SUCH PROVISIONS SHALL BE STRICKEN FROM THIS
AGREEMENT, AND THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL NOT IN ANY WAY
BE AFFECTED OR IMPAIRED, BUT SHALL REMAIN IN FULL FORCE AND EFFECT.
15.11
ANNOUNCEMENTS.
EXCEPT FOR THE PRESS RELEASES ATTACHED AS EXHIBIT E
OR AS MAY BE REQUIRED BY LAW OR APPLICABLE STOCK EXCHANGE RULES OR REGULATIONS,
FROM THE DATE OF THIS AGREEMENT, ALL PUBLIC ANNOUNCEMENTS RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL BE MADE ONLY AS AGREED
UPON JOINTLY BY THE PARTIES HERETO.
IF ANY PUBLIC ANNOUNCEMENT IS REQUIRED BY
LAW TO BE MADE BY ANY PARTY HERETO OR BY AN AFFILIATE OF ANY PARTY HERETO, PRIOR
TO MAKING SUCH ANNOUNCEMENT, SUCH PARTY WILL DELIVER A DRAFT OF SUCH
ANNOUNCEMENT TO THE OTHER PARTIES AND SHALL GIVE THE OTHER PARTIES REASONABLE
OPPORTUNITY TO COMMENT THEREON.
15.12
NO THIRD PARTY BENEFICIARIES.
NO PROVISION OF THIS AGREEMENT IS
INTENDED TO, OR SHALL, CONFER ANY THIRD PARTY BENEFICIARY OR OTHER RIGHTS OR
REMEDIES UPON ANY PERSON OTHER THAN THE PARTIES HERETO EXCEPT TO THE EXTENT
PROVIDED IN SECTION 9.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO
PROVISION OF THIS AGREEMENT SHALL CREATE ANY THIRD PARTY BENEFICIARY RIGHTS IN
ANY EMPLOYEE OR FORMER EMPLOYEE OF THE STOCKHOLDER (INCLUDING ANY BENEFICIARY OR
DEPENDENT THEREOF) IN RESPECT OF CONTINUED EMPLOYMENT BY THE STOCKHOLDER OR
OTHERWISE.
[END OF TEXT]
81
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date and year first written above.
DSC SERVICES INC.
By:
/s/ Mark Schwarz
Title:
Chief Executive Officer
BRAM ACQUISITION CORP.
By:
/s/ Mark Schwarz
Title:
Chief Executive Officer
UNITED INDUSTRIAL CORPORATION
By:
/s/ James Perry
Title:
Vice President & CFO
DETROIT STOKER COMPANY
By:
/s/ James Perry
Title:
Vice President & CFO
[Signature Page to Agreement and Plan of Merger]
ANNEX 1
DEFINITIONS
As used in the attached Merger Agreement (and in the Schedules and Exhibits
attached thereto), the following terms shall have the corresponding meaning set
forth below:
A.
"ADDITIONAL ESCROW DEPOSIT" HAS THE MEANING SET FORTH IN SECTION
3.4(B) OF THE AGREEMENT.
B.
"ADDITIONAL ESCROW DEPOSIT PERIOD" HAS THE MEANING SET FORTH IN
SECTION 3.4(B) OF THE AGREEMENT.
C.
"ADDITIONAL MERGER CONSIDERATION PAYMENT DATE" HAS THE MEANING SET
FORTH IN SECTION 3.4(E) OF THE AGREEMENT.
D.
"AFFILIATE" OF, OR A PERSON "AFFILIATED" WITH, A SPECIFIED PERSON,
MEANS A PERSON WHO DIRECTLY, OR INDIRECTLY THROUGH ONE OR MORE INTERMEDIARIES,
CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, THE PERSON
SPECIFIED.
E.
"AGREEMENT" HAS THE MEANING SET FORTH