TO EXPRESS THEIR MUTUAL INTENT, AND NO
RULE OF STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
10.13
PUBLIC ANNOUNCEMENT.
ANY PUBLIC ANNOUNCEMENTS OR SIMILAR PUBLICITY
WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER SHALL
BE SUBJECT TO THE MUTUAL AGREEMENT OF BUYER AND THE SHAREHOLDERS'
REPRESENTATIVE, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW OR THE RULES OR
REGULATION OF ANY APPLICABLE STOCK EXCHANGE AND PROVIDED, THAT SUCH RELEASE
SHALL NOT DISCLOSE ANY COMPETITIVE INFORMATION SPECIFICALLY REDACTED OR EXCLUDED
BY BUYER IN ANY DISCLOSURE MADE PURSUANT TO APPLICABLE LAW OR REGULATION OF ANY
APPLICABLE STOCK EXCHANGE; AND PROVIDED, FURTHER, THAT THE PARTY ISSUING SUCH
RELEASE SHALL ALLOW THE OTHER PARTY REASONABLE TIME TO REVIEW AND COMMENT ON
SUCH RELEASE IN ADVANCE OF ITS ISSUANCE.
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10.14
SPECIFIC PERFORMANCE.
EACH PARTY ACKNOWLEDGES THAT THE OTHER
PARTIES WILL BE IRREPARABLY HARMED AND THAT THERE MAY NOT BE AN ADEQUATE REMEDY
AT LAW FOR ANY VIOLATION BY ANY PARTY OF ANY OF THE COVENANTS OR AGREEMENTS
CONTAINED IN THIS AGREEMENT.
IT IS ACCORDINGLY AGREED THAT, IN ADDITION TO ANY
OTHER REMEDIES WHICH MAY BE AVAILABLE UPON THE BREACH OF ANY SUCH COVENANTS OR
AGREEMENTS, EACH PARTY HERETO SHALL HAVE THE RIGHT TO INJUNCTIVE RELIEF TO
RESTRAIN A BREACH OR THREATENED BREACH OF, OR OTHERWISE TO OBTAIN SPECIFIC
PERFORMANCE OF, THE OTHER PARTIES' COVENANTS AND AGREEMENTS CONTAINED IN THIS
AGREEMENT (WITHOUT THE NEED TO POST A BOND) IN ADDITION TO ANY OTHER REMEDY TO
WHICH IT MAY BE ENTITLED, AT LAW OR IN EQUITY.
[Signature page follows on next page]
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IN WITNESS WHEREOF, this Stock Purchase Agreement has been signed by or on
behalf of each of the parties as of the day first above written.
BUYER:
INNOPHOS, INC.
By:
/s/Randolph Gress
Name: Randolph Gress
Title:
President and Chief Executive Officer
[Signature Page Follows]
Signature Page to Stock Purchase Agreement
COMPANY:
KI ACQUISITION INC.
By:
/s/ Scott Dickes
Scott Dickes, President
SHAREHOLDERS SIGNATURE PAGE
ATTACHED AS EXHIBIT A
Signature Page to Stock Purchase Agreement