VOTING AGREEMENTVoting Agreement |
|
|
|
You are currently viewing: This Voting Agreement involves
MYEH Corporation, | Mary S. Myers Foundation | MSM & Associates Limited Partnership. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Voting Agreement by:
VOTING AGREEMENT
VOTING AGREEMENT, dated as of April 24, 2007 (this " Agreement ") by and among MYEH Corporation, a Delaware corporation (the " Parent "), Mary S. Myers, Stephen E. Myers, Semantic Foundation, Louis S. Myers & Mary S. Myers Foundation and MSM & Associates Limited Partnership (the " Shareholders ").
RECITALS
Pursuant
to the Agreement and Plan of Merger, entered into as of April 24,
2007 (as amended, modified, supplemented or waived from time to
time, the " Merger Agreement "), between Parent, MYEH
Acquisition Corporation, an Ohio corporation (" MergerCo "),
and Myers Industries, Inc., an Ohio corporation (the "
Company "), it is intended that MergerCo be merged with and
into the Company, with the Company surviving that merger on the
terms and subject to the conditions set forth in the Merger
Agreement (the " Merger "). Capitalized terms used, but not
defined, herein shall have the meanings set forth in the Merger
Agreement.
As
of the date hereof, the Shareholders are the record and beneficial
owners of the number of shares of Common Stock set forth opposite
their respective names on Schedule 1 attached hereto
(the " Existing Shares " and, together with any shares of
Common Stock acquired by the Shareholders after the date hereof,
whether upon the exercise of options or rights, the conversion or
exchange of any Existing Shares or convertible or exchangeable
securities or by means of purchase, dividend, distribution or
otherwise, the " Subject Shares ").
Pursuant
to the Recitals of the Merger Agreement, it is a condition and
inducement to Parent's and MergerCo's willingness to enter into the
Merger Agreement that the Shareholders enter into this Agreement of
even date with the Merger Agreement as provided therein.
AGREEMENT
To
implement the foregoing and in consideration of the mutual
agreements contained herein, the parties agree as follows:
1.
Covenants of the Shareholders . Until the termination of
this Agreement in accordance with Section 2 , the
Shareholders severally agree as follows:
(a)
Agreement to Vote . At any meeting of shareholders of the
Company called for the approval of the Merger, however called, or
at any adjournment thereof, or in connection with any written
consent of the holders of Common Shares, or in any other
circumstances in which the Shareholders are entitled to vote,
consent or give any other approval with respect to the Merger, the
Shareholders shall vote (or cause to be voted) the Subject Shares
under the Shareholders' control on the record date established for
such meeting or other action in favor of adoption and approval of
the Merger.
(b)
Transfer Restrictions . Each Shareholder agrees not to sell,
transfer, pledge, encumber, assign or otherwise dispose of
(including by gift or by contribution or distribution to any trust
or similar instrument or to any beneficiaries of the Shareholders
(collectively, " Transfer ")) any of the Subject Shares, or
enter into any contract, option or other arrangement or
understanding (including any profit sharing arrangement) with
respect to the Transfer of any of the Subject Shares. The foregoing
restrictions shall not apply to (i) Transfers to immediate family
members or affiliates of such Shareholder who have executed an
instrument, in form and substance reasonably satisfactory to
Parent, agreeing to be bound by this Agreement to the same extent
as such Shareholder with respect to the Subject Shares to which
such Transfer relates; provided that such Shareholder shall remain
liable for any failure by such Affiliate to so perform under this
agreement; (ii) the Transfer of up to 23,000 Subject Shares owned
of record by The Mary and Louis Myers Foundation (the "Myers
Foundation") in satisfaction of funding commitments established
prior to the date hereof; and (iii) the Transfer of up to 1,000
Subject Shares owned of record by the Semantic Foundation in
satisfaction of funding commitments established prior to the date
hereof.
(c)
Representations and Warranties of the Shareholders . Each
Shareholder hereby represents and warrants to Parent as of the date
hereof that such Shareholder's Existing Shares constitute all of
the shares of Common Stock owned of record or beneficially by the
Shareholder as of the date hereof. Except for the Subject Shares
held by the Myers Foundation, as to which the Sharehol






