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VOTING AGREEMENT

Voting Agreement

VOTING AGREEMENT | Document Parties: MYEH Corporation, | Mary S. Myers Foundation | MSM & Associates Limited Partnership You are currently viewing:
This Voting Agreement involves

MYEH Corporation, | Mary S. Myers Foundation | MSM & Associates Limited Partnership

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Title: VOTING AGREEMENT
Governing Law: Ohio     Date: 4/26/2007
Law Firm: Fried, Frank, Harris, Shriver & Jacobson LLP; Calfee, Halter & Griswold LLP    

VOTING AGREEMENT, Parties: myeh corporation  , mary s. myers foundation , msm & associates limited partnership
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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


 
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