1
EXHIBIT 4
VOTING AGREEMENT AND IRREVOCABLE PROXY
WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated of even date herewith among ICO, Inc., a Texas corporation
("ICO"), ICO Acquisition, Inc., a Texas corporation and wholly-owned subsidiary
of ICO ("Sub"), Bayshore Industrial, Inc., a Texas corporation ("Bayshore") and
the shareholders of Bayshore (including the undersigned), Bayshore is to be
merged with and into Sub and become a wholly-owned subsidiary of ICO (the
"Merger") and, in connection with the Merger, the undersigned shareholder of
Bayshore will receive, among other consideration, certain shares of the Common
Stock, no par value, of ICO (the "Common Stock") in exchange for the shares of
common stock of Bayshore owned by him or her at the effective time of the
Merger; and
WHEREAS, to induce ICO and Sub to enter the Merger Agreement, the
undersigned wishes to enter this agreement to grant the Chairman of the Board or
the President of ICO or, either of them, as designated officers of ICO, as his
or her proxy with respect to the voting of shares of Common Stock owned by the
undersigned in the manner set forth below;
NOW THEREFORE, in consideration of the foregoing, the undersigned
hereby agrees as follows:
1. Agreement to Vote Shares. The undersigned hereby agrees that except
with respect to any merger, sale of all or substantially all of the assets or
liquidation or dissolution of the Company, or any transaction having the same
effect, with respect to all matters hereafter submitted to a vote or consent of
the shareholders of ICO, he or she will vote all shares of Common Stock received
by him or her pursuant to the Merger Agreement at the direction of the Chairman
of the Board or the President of ICO, if so requested by either such person.
2. Grant of Proxy. The undersigned hereby revokes any prior proxies and
appoints the Chairman of the Board and the President of ICO, or either of them,
with or without the other, proxies, with full power of substitution, to vote in
their sole discretion all shares of Common Stock that the undersigned is
entitled to vote at any special or annual meeting of the shareholders of ICO (or
any postponement or adjournment thereof), cumulatively or otherwise, on any
matters on which the shareholders are entitled to vote. In addition, such
proxies are granted the power to execute written consents with respect to any
matter to which they would be entitled to vote at a meeting of the shareholders
of ICO as set forth above.
3. Representations and Warranties. The undersigned represents, warrants
and acknowledges that he or she has full power and authority to execute this
Voting Agreement and Irrevocable Proxy ("Agreement"), and that this Agreement is
binding and enforceable against him or her in accordance with its terms.
4. Proxy Irrevocable. THE UNDERSIGNED AGREES AND ACKNOWLEDGES THAT, AS A
SHAREHOLDER OF BAYSHORE, HE OR SHE WILL RECEIVE SUBSTANTIAL CONSIDERATION IN
CONNECTION WITH THE MERGER, AND THAT THIS AGREEMENT IS EXECUTED BY THE
UNDERSIGNED IN CONSIDERATION FOR EXECUTION OF THE MERGER AGREEMENT BY ICO AND
SUB, AND THAT THE PROXY GRANTED IN PARAGRAPH 2 HEREOF SHALL BE DEEMED TO BE
COUPLED
2
EXHIBIT 4
WITH AN INTEREST AND IS IRREVOCABLE. THE UNDERSIGNED FURTHER AGREES THAT HE OR
SHE WILL NOT GRANT ANY PROXY OR PROXIES INCONSISTENT WITH THIS AGREEMENT.
5. Termination; Transferability of Shares. The provisions of this
Agreement shall apply to the Common Stock for as long. as the Common Stock is
owned by the undersigned or any person or entity related or affiliated to the
undersigned or ten (10) years from the date hereof, whichever is shorter.
Notwithstanding the foregoing, this Agreement shall terminate at such time as i)
the undersigned ceases to be an employee of Bayshore, ICO or a related entity,
or ii) either one or both of Xxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx shall cease to
serve ICO as Chairman of the Board and President and Chief Executive Officer,
respectively. The undersigned will not transfer any shares of Common Stock
received by him or her in the Merger to a person or entity related or affiliated
with the undersigned unless the transferee agrees that the shares transferred
will remain subject to this Agreement. ICO shall have the right to refuse to
transfer, and to instruct its transfer agent to refuse to transfer, any of the
Common Stock unless the foregoing provisions have been satisfied.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as
of this 10 day of December, 1996.
/s/ Xxxxx Xxxxxxx
----------------------------------
XXXXX XXXXXXX
Agreed to and Accepted by ICO, Inc.
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Chairman
Date: December 10, 1996
3
EXHIBIT 4
VOTING AGREEMENT AND IRREVOCABLE PROXY
WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement') dated of even date herewith among ICO, Inc., a Texas corporation
("ICO"), ICO Acquisition, Inc., a Texas corporation and wholly-owned subsidiary
of ICO ("Sub"), Bayshore Industrial, Inc., a Texas corporation ("Bayshore") and
the shareholders of Bayshore (including the undersigned), Bayshore is to be
merged with and into Sub and become a wholly-owned subsidiary of ICO (the
"Merger") and, in connection with the Merger, the undersigned shareholder of
Bayshore will receive, among other consideration, certain shares of the Common
Stock, no par value, of ICO (the "Common Stock") in exchange for the shares of
common stock of Bayshore owned by him or her at the effective time of the
Merger; and
WHEREAS, to induce ICO and Sub to enter the Merger Agreement, the
undersigned wishes to enter this agreement to grant the Chairman of the Board or
the President of ICO or, either of them, as designated officers of ICO, as his
or her proxy with respect to the voting of shares of Common Stock owned by the
undersigned in the manner set forth below;
NOW THEREFORE, in consideration of the foregoing, the undersigned
hereby agrees as follows:
1. Agreement to Vote Shares. The undersigned hereby agrees that except
with respect to any merger, sale of all or substantially all of the assets or
liquidation or dissolution of the Company, or any transaction having the same
effect, with respect to all matters hereafter submitted to a vote or consent of
the shareholders of ICO, he or she will vote all shares of Common Stock received
by him or her pursuant to the Merger Agreement at the direction of the Chairman
of the Board or the President of ICO, if so requested by either such person.
2. Grant of Proxy. The undersigned hereby revokes any prior proxies and
appoints the Chairman of the Board and the President of ICO, or either of them,
with or without the other, proxies, with full power of substitution, to vote in
their sole discretion all shares of Common Stock that the undersigned is
entitled to vote at any special or annual meeting of the shareholders of ICO (or
any postponement or adjournment thereof), cumulatively or otherwise, on any
matters on which the shareholders are entitled to vote. In addition, such
proxies are granted the power to execute written consents with respect to any
matter to which they would be. entitled to vote at a meeting of the shareholders
of ICO as set forth above.
3. Representations and Warranties. The undersigned represents, warrants
and acknowledges that he or she has full power and authority to execute this
Voting Agreement and Irrevocable Proxy ("Agreement"), and that this Agreement is
binding and enforceable against him or her in accordance with its terms.
4. Proxy Irrevocable. THE UNDERSIGNED AGREES AND ACKNOWLEDGES THAT, AS A
SHAREHOLDER OF BAYSHORE, HE OR SHE WILL RECEIVE SUBSTANTIAL CONSIDERATION IN
CONNECTION WITH THE MERGER, AND THAT THIS AGREEMENT IS EXECUTED BY THE
UNDERSIGNED IN CONSIDERATION FOR EXECUTION OF THE MERGER AGREEMENT BY ICO AND
SUB, AND THAT THE PROXY GRANTED IN PARAGRAPH 2 HEREOF SHALL BE DEEMED TO BE
COUPLED
4
WITH AN INTEREST AND IS IRREVOCABLE. THE UNDERSIGNED FURTHER AGREES THAT HE OR
SHE WILL NOT GRANT ANY PROXY OR PROXIES INCONSISTENT WITH THIS AGREEMENT.
5. Termination; Transferability of Shares. The provisions of this
Agreement shall apply to the Common Stock for as long. as the Common Stock is
owned by the undersigned or any person or entity related or affiliated to the
undersigned or ten (10) years from the date hereof, whichever is shorter.
Notwithstanding the foregoing, this Agreement shall terminate at such time as i)
the undersigned ceases to be an employee of Bayshore, ICO or a related entity,
or ii) either one or both of Xxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx shall cease to
serve ICO as Chairman of the Board and President and Chief Executive Officer,
respectively. The undersigned will not transfer any shares of Common Stock
received by him or her in the Merger to a person or entity related or affiliated
with the undersigned unless the transferee agrees that the shares transferred
will remain subject to this Agreement. ICO shall have the right to refuse to
transfer, and to instruct its transfer agent to refuse to transfer, any of the
Common Stock unless the foregoing provisions have been satisfied.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as
of this 10 day of December, 1996.
/s/ Xxx Xxxxxxx
---------------------------------
XXX XXXXXXX
Agreed to and Accepted by ICO, Inc.
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Chairman
Date: December 10, 1996
5
EXHIBIT 4
VOTING AGREEMENT AND IRREVOCABLE PROXY
WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement') dated of even date herewith among ICO, Inc., a Texas corporation
("ICO"), ICO Acquisition, Inc., a Texas corporation and wholly-owned subsidiary
of ICO ("Sub"), Bayshore Industrial, Inc., a Texas corporation ("Bayshore") and
the shareholders of Bayshore (including the undersigned), Bayshore is to be
merged with and into Sub and become a wholly-owned subsidiary of ICO (the
"Merger") and, in connection with the Merger, the undersigned shareholder of
Bayshore will receive, among other consideration, certain shares of the Common
Stock, no par value, of ICO (the "Common Stock") in exchange for the shares of
common stock of Bayshore owned by him or her at the effective time of the
Merger; and
WHEREAS, to induce ICO and Sub to enter the Merger Agreement, the
undersigned wishes to enter this agreement to grant the Chairman of the Board or
the President of ICO or, either of them, as designated officers of ICO, as his
or her proxy with respect to the voting of shares of Common Stock owned by the
undersigned in the manner set forth below;
NOW THEREFORE, in consideration of the foregoing, the undersigned
hereby agrees as follows:
1. Agreement to Vote Shares. The undersigned hereby agrees that except
with respect to any merger, sale of all or substantially all of the assets or
liquidation or dissolution of the Company, or any transaction having the same
effect, with respect to all matters hereafter submitted to a vote or consent of
the shareholders of ICO, he or she will vote all shares of Common Stock received
by him or her pursuant to the Merger Agreement at the direction of the Chairman
of the Board or the President of ICO, if so requested by either such person.
2. Grant of Proxy. The undersigned hereby revokes any prior proxies and
appoints the Chairman of the Board and the President of ICO, or either of them,
with or without the other, proxies, with full power of substitution, to vote in
their sole discretion all shares of Common Stock that the undersigned is
entitled to vote at any special or annual meeting of the shareholders of ICO (or
any postponement or adjournment thereof), cumulatively or otherwise, on any
matters on which the shareholders are entitled to vote. In addition, such
proxies are granted the power to execute written consents with respect to any
matter to which they would be. entitled to vote at a meeting of the shareholders
of ICO as set forth above.
3. Representations and Warranties. The undersigned represents, warrants
and acknowledges that he or she has full power and authority to execute this
Voting Agreement and Irrevocable Proxy ("Agreement"), and that this Agreement is
binding and enforceable against him or her in accordance with its terms.
4. Proxy Irrevocable. THE UNDERSIGNED AGREES AND ACKNOWLEDGES THAT, AS A
SHAREHOLDER OF BAYSHORE, HE OR SHE WILL RECEIVE SUBSTANTIAL CONSIDERATION IN
CONNECTION WITH THE MERGER, AND THAT THIS AGREEMENT IS EXECUTED BY THE
UNDERSIGNED IN CONSIDERATION FOR EXECUTION OF THE MERGER AGREEMENT BY ICO AND
SUB, AND THAT THE PROXY GRANTED IN PARAGRAPH 2 HEREOF SHALL BE DEEMED TO BE
COUPLED
6
EXHIBIT 4
WITH AN INTEREST AND IS IRREVOCABLE. THE UNDERSIGNED FURTHER AGREES THAT HE OR
SHE WILL NOT GRANT ANY PROXY OR PROXIES INCONSISTENT WITH THIS AGREEMENT.
5. Termination; Transferability of Shares. The provisions of this
Agreement shall apply to the Common Stock for as long. as the Common Stock is
owned by the undersigned or any person or entity related or affiliated to the
undersigned or ten (10) years from the date hereof, whichever is shorter.
Notwithstanding the foregoing, this Agreement shall terminate at such time as i)
the undersigned ceases to be an employee of Bayshore, ICO or a related entity,
or ii) either one or both of Xxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx shall cease to
serve ICO as Chairman of the Board and President and Chief Executive Officer,
respectively. The undersigned will not transfer any shares of Common Stock
received by him or her in the Merger to a person or entity related or affiliated
with the undersigned unless the transferee agrees that the shares transferred
will remain subject to this Agreement. ICO shall have the right to refuse to
transfer, and to instruct its transfer agent to refuse to transfer, any of the
Common Stock unless the foregoing provisions have been satisfied.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as
of this 10 day of December, 1996.
/s/ Xxxxx X. Xxxx
--------------------------------
XXXXX X. XXXX
Agreed to and Accepted by ICO, Inc.
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Chairman
Date: December 10, 1996
