JOINT FILING AND SOLICITATION AGREEMENT
Exhibit
99.2
WHEREAS,
certain of the undersigned are stockholders, direct or beneficial, of GenCorp
Inc., an Ohio corporation (“GenCorp”);
WHEREAS,
Steel Partners II, L.P., a Delaware limited partnership (“Steel”), Steel
Partners II GP LLC, a Delaware limited liability company, Steel Partners II
Master Fund L.P., a Cayman Islands exempted limited partnership, Steel Partners
LLC, a Delaware limited liability company, Xxxxxx X. Xxxxxxxxxxxx, Xxxxx X.
Xxxxxxxxx, Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxx, Xxxxx X. Xxxxx and Xxxxxx X.
Xxxxxxxx wish to form a group for the purpose of soliciting proxies or written
consents to elect Xxxxxx X. Xxxxxxxxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxx,
Xxxxxx Xxxxxxx, Xxxxx X. Xxxxx and Xxxxxx X. Xxxxxxxx, or any other person
designated by the undersigned, as directors of GenCorp and taking all other
action necessary or advisable to achieve the foregoing.
NOW,
IT
IS AGREED, this 30th day of
January
2008 by the parties hereto:
1. In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of
1934,
as amended, each of the undersigned (collectively, the “Group”) agrees to the
joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of GenCorp. Each member of the Group shall
be responsible for the accuracy and completeness of his/its own disclosure
therein, and is not responsible for the accuracy and completeness of the
information concerning the other members, unless such member knows or has reason
to know that such information is inaccurate.
2. So
long as this agreement is in effect, each of the undersigned shall provide
written notice to Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP (“Xxxxxx”)
of (i) any of their purchases or sales of securities of GenCorp; or (ii) any
securities of GenCorp over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each
such transaction.
3. Each
of the undersigned agrees to solicit proxies or written consents to elect Xxxxxx
X. Xxxxxxxxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxx, Xxxxx
X.
Xxxxx and Xxxxxx X. Xxxxxxxx or any other person designated by the Group as
directors of GenCorp and to take all other action necessary or advisable to
achieve the foregoing (the “Solicitation”).
4. Steel
agrees to bear all expenses incurred in connection with the Group’s activities,
including expenses incurred by any of the parties in the
Solicitation. Notwithstanding the foregoing, Steel shall
not be required to reimburse any party for (i) out-of-pocket
expenses incurred by a party in the aggregate in excess of $250
without Steel’s prior written approval; (ii) the value of the time of any party;
(iii) legal fees incurred without Steel’s prior written approval; or
(iv) the costs of any counsel, other than Xxxxxx, employed in connection with
any pending or threatened litigation without Steel’s prior written
approval.
5. The
relationship of the parties hereto shall be limited to carrying on the business
of the Group in accordance with the terms of this Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described
herein. Nothing herein shall be construed to authorize any party to
act as an agent for any other party, or to create a joint venture or
partnership, or to constitute an indemnification. Nothing herein
shall restrict any party’s right to purchase or sell securities of GenCorp, as
he/it deems appropriate, in his/its sole discretion, provided that all such
sales are made in compliance with all applicable securities laws.
6. This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute one and the same
instrument, which may be sufficiently evidenced by one counterpart.
7. In
the event of any dispute arising out of the provisions of this Agreement, the
parties hereto consent and submit to the exclusive jurisdiction of the Federal
and State Courts in the State of New York.
8. Any
party hereto may terminate his obligations under this Agreement at any time
on
24 hours’ written notice to all other parties, with a copy by fax to Xxxxxx
Xxxxxxx at Xxxxxx, Fax No. (000) 000-0000.
9. Each
party acknowledges that Xxxxxx shall act as counsel for both the Group and
Steel.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as
of the day and year first above written.
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STEEL
PARTNERS II, L.P.
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By:
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Steel
Partners II GP LLC
General
Partner
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By:
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/s/
Xxxxxx X. Xxxxxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxxxxx
Title:
Managing Member
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STEEL
PARTNERS II GP LLC
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By:
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/s/
Xxxxxx X. Xxxxxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxxxxx
Title:
Managing Member
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STEEL
PARTNERS II MASTER FUND L.P.
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By:
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Steel
Partners II GP LLC
General
Partner
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By:
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/s/
Xxxxxx X. Xxxxxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxxxxx
Title:
Managing Member
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STEEL
PARTNERS LLC
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By:
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/s/
Xxxxxx X. Xxxxxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxxxxx
Title: Manager
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2
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/s/
Xxxxxx X. Xxxxxxxxxxxx
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XXXXXX
X. XXXXXXXXXXXX
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/s/
Xxxxx X. Xxxxxxxxx
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XXXXX
X. XXXXXXXXX
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/s/
Xxxxxx X. Xxxxxx
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XXXXXX
X. XXXXXX
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/s/
Xxxxxx Xxxxxxx
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XXXXXX
XXXXXXX
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/s/
Xxxxx X. Xxxxx
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XXXXX
X. XXXXX
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/s/
Xxxxxx X. Xxxxxxxx
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XXXXXX
X. XXXXXXXX
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