Exhibit 10
SHAREHOLDER'S AGREEMENT
SHAREHOLDER'S AGREEMENT dated as of June 3, 1999 (this "Agreement") by and
among Merrimac Industries, Inc., a New Jersey corporation (the "Company"),
Xxxxxxx X. Xxxxxx, Inc., a New York corporation registered as an investment
advisor under the Investment Advisers Act of 1940 ("Xxxxxx, Inc."), and Xxxxxxx
X. Xxxxxx.
WHEREAS, Xxxxxx, Inc. is the record owner of the Xxxxxx Shares (as defined
herein) and Xxxxxx, Inc., together with Xxxxxxx X. Xxxxxx, are the beneficial
owners of the Xxxxxx Shares; and
WHEREAS, as a condition to amending the Company's shareholder rights plan
to allow Xxxxxx, Inc., together with its Affiliates and Associates (as such
terms are defined herein), to purchase up to a total of 15% of the outstanding
shares of capital stock of the Company, the parties agree to the transfer
provisions relating to the Covered Securities (as defined herein) as set forth
in this Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the
covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Certain Definitions. For purposes of this Agreement, the
following terms shall have the meanings indicated:
"Affiliate" means, with respect to any Person, any other Person which
directly or indirectly controls, or is under common control with, or is
controlled by, such first Person. The term "affiliated" (whether or not
capitalized) shall have a correlative meaning. For the purposes of this
definition, "control," as used with respect to any Person, shall mean the
possession, directly or indirectly through or with one or more intermediaries,
of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise. The terms "controlled by" and "under common control with" shall have
correlative meanings.
"Agreement" means this Shareholder's Agreement and any schedules and
exhibits attached hereto, as the same may be amended, supplemented or modified
from time to time in accordance with the terms hereof.
"Associate" means, with respect to any Person, (a) any Entity of which such
Person is an officer or partner or is, directly or indirectly, the beneficial
owner of 10% or more of any equity securities of any Class, (b) any trust or
other estate in which such Person has a substantial beneficial interest or as to
which such Person serves as trustee or in a similar fiduciary capacity, (c) any
relative or spouse of such Person, or any relative of such spouse, who has the
same home as such Person and (d) any Associates thereof. For purposes of this
Agreement, Xxxxxxx X. Xxxxxx shall be deemed an Associate of Xxxxxx, Inc. and
Xxxxxxx X. Xxxxx, XX shall not be deemed an Associate of Xxxxxx, Inc.
"beneficial owner" or "beneficial ownership" shall have the meaning set
forth in Rule 13d-3 under the Exchange Act.
"Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York are not open for business.
"Class" shall have the meaning set forth in the definition of Covered
Securities.
"Common Stock" shall have the meaning set forth in the definition of Xxxxxx
Shares.
"Company" shall have the meaning set forth in the preamble to this
Agreement.
"Contract" means any agreement, contract, obligation, commitment,
indenture, lease, license, instrument, note, bond, security, agreement in
principle, letter of intent, undertaking, promise, covenant, arrangement or
understanding, whether written or oral.
"Covered Securities" means (i) any and all shares (or other units) of
capital stock of the Company, however denominated, of any class, series, issue
or other type ("Class"), including shares of capital stock into which any such
Class may be changed, and (ii) any and all Rights with respect to any such
shares of capital stock of the Company of any Class. If, at any time, any
Covered Securities of any Class are changed into shares of capital stock of any
other Class or other securities of any Class, whether by reason of a
reclassification, reorganization, recapitalization, consolidation, merger,
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exchange or any other event or transaction of any nature whatsoever, then such
shares of capital stock or other securities into which such Covered Securities
are changed shall also be "Covered Securities", and this sentence shall apply
successively on each and every occasion on which any event or transaction of any
kind referred to shall occur. If, in connection with any consolidation, merger,
binding share exchange or reorganization to which the Company is a party and in
which the Company is not the surviving or continuing corporation or any sales,
conveyance, transfer or lease to another Entity of the properties and assets of
the Company as an entirety or substantially as an entirety, capital stock or
other securities of any Class of the successor or acquiring Entity are issued or
issuable in respect of any Covered Securities on any Class, then such shares of
capital stock or other securities of such successor or acquiring Entity shall
also be "Covered Securities". The term "Covered Securities" also includes all
shares or other appropriate units of capital stock or other securities of any
Class issued as a dividend or distribution on any other shares or other units of
Covered Securities.
"Entity" means any corporation, limited liability company, general or
limited partnership, joint venture, association, joint stock company, trust,
other unincorporated business or organization or other Person which is not
either a natural person or a governmental authority.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.
"Liens" means any liens, claims, charges, conditions, equitable interests,
commitments (fixed or contingent), encumbrances, options, pledges, security
interests, mortgages, retention of title agreements, defects of title, rights of
interest or restrictions of any kind or nature, including any restriction on
use, voting, transfer, receipt of income or exercise of any other attribute of
ownership.
"Person" means any individual, corporation, limited liability company or
entity, general or limited partnership, joint venture, association, joint stock
company, trust, unincorporated business or organization, Governmental Authority
or other entity or legal person, whether acting in an individual, fiduciary or
other capacity.
"Reports" shall have the meaning set forth in Section 4.1(d) of this
Agreement.
"Rights" means options, warrants, convertible or exchangeable securities or
other rights, however denominated, to subscribe for, purchase or otherwise
acquire any equity interest or other security of any Class, with or without
payment of additional consideration in cash or property, either immediately or
upon the occurrence of a specified date or a specified event or the satisfaction
or happening of any other condition or contingency.
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"SEC" shall have the meaning set forth in Section 4.1(d) of this Agreement.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"Total Voting Power" means the aggregate number of votes which may be cast
by holders of issued and outstanding Covered Securities.
"Transfer" means, when used with reference to any Covered Securities or
other securities, to directly or indirectly, voluntarily or involuntarily, (i)
to offer for sale, sell, assign, make a gift of, exchange, tender, dispose of,
pledge, hypothecate, grant an option or other Right for or otherwise transfer
(whether by merger or otherwise) or permit any sale or transfer to satisfy a
margin call or other obligation relating to Covered Securities held as
collateral, encumber or subject to any claim, Lien or restriction any such
Covered Securities or other securities or any interest therein, (ii) grant any
proxy, voting or other rights with respect to any such Covered Securities or
other securities or deposit any Covered Securities into a voting trust or (iii)
enter into any agreement or arrangement regarding the transfer, acquisition,
holding, disposition or voting of such Covered Securities. The terms
"Transferred", "Transferee" and similar variants shall have correlative
meanings.
"Voting Covered Securities" means all Covered Securities entitled to vote
in annual or special meetings of the Company and which would be entitled to vote
in annual or special meetings of the Company if it were assumed that Rights with
respect to Covered Securities then held were duly exercised and converted in
full (whether or not then exercisable or convertible).
"Xxxxxx, Inc." shall have the meaning set forth in the preamble to this
Agreement.
"Xxxxxx Shares" means (i) the 171,899 shares of issued and outstanding
Common Stock, par value $.50 per share (the "Common Stock"), of the Company
owned beneficially or of record or held by Xxxxxx, Inc. and Xxxxxxx X. Xxxxxx
(for themselves or on behalf of their various clients) on the date hereof, (ii)
all shares of Common Stock and Covered Securities of the Company hereafter
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acquired by Xxxxxx, Inc. or any of its Affiliates and Associates (held by them
or on behalf of their various clients) pursuant to the exercise of Rights with
respect to Covered Securities of the Company hereafter acquired or held by
Xxxxxx, Inc. or any of its Affiliates and Associates with the written consent of
the Company, and (iii) all Rights with respect to shares of Common Stock or
Covered Securities of the Company hereafter acquired or held by Xxxxxx, Inc. or
any of its Affiliates and Associates (for themselves or on behalf of their
various clients) with the written consent of the Company.
Section 1.2 Terms Generally; Certain Rules of Construction. The definitions
in Section 1.1 shall apply equally to both the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation." The words "herein", "hereof" and "hereunder" and words of similar
import refer to this Agreement in its entirety and not to any part hereof unless
the context shall otherwise require. The word "or" is not exclusive and means
"and/or." All references herein to Sections, Exhibits and Schedules shall be
deemed references to and Sections of, and Exhibits and Schedules to (if any),
this Agreement unless the context shall otherwise require. Unless otherwise
expressly provided herein or unless the context shall otherwise require, any
references as of any time to any agreement (including this Agreement) or other
Contract, instrument or document or to any statute or regulation or any specific
section or other provision thereof are to it as amended and supplemented through
such time (and, in the case of a statute or regulation or specific section or
other provision thereof, to any successor of such statute, regulation, section
or other provision). Any reference in this Agreement to a "day" or number of
"days" (without the explicit qualification of "Business") shall be interpreted
as a reference to a calendar day or number of calendar days. If any action or
notice is to be taken or given on or by a particular calendar day, and such
calendar day is not a Business Day, then such action or notice shall be deferred
until, or may be taken or given on, the next Business Day. Unless otherwise
expressly provided herein or unless the context shall otherwise require, any
provision of this Agreement using a defined term which is based on a specified
characteristic, qualification, feature or status shall, as of any time, refer
only to such Persons who have the specified characteristic, qualification,
feature or status as of that particular time.
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ARTICLE II
STANDSTILL AND TRANSFER MATTERS
Section 2.1 Acquisitions. Without the prior written consent of the Company,
each of Xxxxxx, Inc. and its Affiliates and Associates will not purchase or
otherwise acquire, or agree or offer to purchase or otherwise acquire, record or
beneficial ownership of any Covered Securities if, after giving effect to such
purchase or acquisition, Xxxxxx, Inc., together with its Affiliates and
Associates, are the beneficial owners of Covered Securities representing in the
aggregate more than 15% of Total Voting Power (it being understood that for
purposes of this Section 2.1, a dividend or a distribution of Covered Securities
pursuant to a reorganization, recapitalization, consolidation, merger or
exchange shall not be deemed a purchase or an acquisition). If Xxxxxx, Inc. or
any of its Affiliates or Associates purchases or otherwise acquires Covered
Securities in violation of the immediately preceding sentence, such Covered
Securities shall immediately be Transferred as permitted by Section 2.2.
Notwithstanding the foregoing, the Company may also pursue any other available
remedy to which it may be entitled to as a result of such violation.
Section 2.2 Transfer Restrictions. Each of Xxxxxx, Inc. and its Affiliates
and Associates will not Transfer or permit any Person to Transfer on its or his
behalf any Covered Securities, except:
(a) to any Person or "group" (within the meaning of Section 13(d)(3) of the
Exchange Act) who, after giving effect to such Transfer, would beneficially own
Voting Covered Securities representing in the aggregate less than 3% of Total
Voting Power;
(b) pursuant to a tender or exchange offer made by the Company or
recommended by the Board of Directors of the Company to the Company's
shareholders; or
(c) to Xxxxxxx X. Xxxxxx or any wholly owned subsidiary of Xxxxxx, Inc.;
provided that such subsidiary agrees in writing to be bound by the terms of this
Agreement.
ARTICLE III
VOTING REQUIREMENTS
Section 3.1. Agreement to Vote. Xxxxxx, Inc. hereby agrees to vote, and
Xxxxxxx X. Xxxxxx hereby agrees to cause Xxxxxx, Inc. to vote, the Xxxxxx Shares
at the Company's 1999 annual meeting of shareholders scheduled for June 10, 1999
(the "Annual Meeting") (i) in favor of the adoption of the amendment to the
Company's Certificate of Incorporation creating a classified Board of Directors,
(ii) for each of the nominees for director of the Company as set forth in the
proxy statement relating to the Annual Meeting (the "Proxy Statement"), (iii)
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for such other proposals and items as recommended by the Company's Board of
Directors in the Proxy Statement and (iv) for or against any other items or
business that may properly come before the Annual Meeting (or any adjournment or
postponement thereof) as directed by the appointed proxies at the Annual
Meeting.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1 Representations and Warranties.
(a) Each party to this Agreement hereby represents and warrants to each
other party that (i) such party has the right, power and authority or legal
capacity, as the case may be, to enter into this Agreement and perform its or
his obligations hereunder, (ii) this Agreement has been duly authorized by all
necessary corporate or other action prerequisite to the execution and delivery
thereof by such party and is a legally valid and binding obligation of such
party enforceable in accordance with its terms and (iii) the execution, delivery
and performance of this Agreement by such party and the transactions
contemplated hereby do not, with or without the giving of notice or the passage
of time or both, (x) violate any law, ordinance, rule or regulation or any
judgment, writ, injunction or order of any court, arbitrator or governmental,
administrative or self-regulatory body or agency, applicable to such party,
(y) require the consent or authorization of or waiver by or filing with any
governmental, administrative, self-regulatory body or agency or any other Person
or (z) conflict with, result in the breach of any provision of, result in the
modification or termination of, require the consent or authorization of or
waiver by or filing with any other Person (other than such as has been obtained
prior to the date hereof) to, or result in the creation or imposition of any
Lien or constitute a default under any material Contract to which such party is
a party.
(b) Xxxxxx, Inc. and Xxxxxxx X. Xxxxxx hereby represent and warrant to the
Company that Xxxxxx, Inc. has good and valid title to, and is the record and,
together with Xxxxxxx X. Xxxxxx, his associates and the various clients of
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Xxxxxx, Inc., the beneficial owner of, the Xxxxxx Shares free and clear of any
Liens, and that Xxxxxx, Inc., together with Xxxxxxx X. Xxxxxx pursuant to his
ownership of a majority of the capital stock of Xxxxxx, Inc., have voting
control of such Xxxxxx Shares. Xxxxxx, Inc. and Xxxxxxx X. Xxxxxx hereby
represent and warrant to the Company that the Xxxxxx Shares constitute all
Covered Securities of the Company owned of record or beneficially by Xxxxxx,
Inc. and Xxxxxxx X. Xxxxxx and their Affiliates and Associates and the various
clients of Xxxxxx, Inc. and all such Covered Securities of the Company as to
which Xxxxxx, Inc. and its Affiliates and Associates have (on behalf of
themselves or their various clients) voting control.
(c) Xxxxxx, Inc. and Xxxxxxx X. Xxxxxx hereby represent and warrant to the
Company that Xxxxxx, Inc. has the sole right to vote or direct the vote of and
dispose or direct the disposition of the Xxxxxx Shares in its sole discretion
(it being understood that Xxxxxxx X. Xxxxxx, by virtue of his ownership of a
majority of the capital stock of Xxxxxx, Inc., has the sole power to control
Xxxxxx, Inc.) and none of the Xxxxxx Shares is subject to any voting trust or
other agreement, arrangement, or restriction with respect to the voting thereof
and there are no Rights or Contracts to which Xxxxxx, Inc. or any of its
Affiliates or Associates is a party, or by which Xxxxxx, Inc. or any of its
Affiliates or Associates is bound or affected, that provides for the Transfer of
any Covered Securities or any interest therein or any Rights with respect
thereto (other than the rights held by the various clients of Xxxxxx, Inc. to
receive or direct the receipt of dividends from, or the proceeds from the sale
of, the Xxxxxx Shares), relates to the voting, Transfer or control of any
thereof, or obligates Xxxxxx, Inc. or any of its Affiliates or Associates to
grant, offer or enter into any of the foregoing.
(d) Xxxxxx, Inc. and Xxxxxxx X. Xxxxxx hereby represent and warrant to the
Company that Xxxxxx, Inc. and its Affiliates and Associates have filed all
required reports, schedules, forms, statements and other documents
(collectively, "Reports") concerning the Xxxxxx Shares with the Securities and
Exchange Commission ("SEC") as required by the Securities Act and the Exchange
Act, and that none of such Reports contained any untrue statement of a material
fact or omitted to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.
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ARTICLE V
CERTAIN COVENANTS
Section 5.1 Certain Actions. Xxxxxx, Inc. and Xxxxxxx X. Xxxxxx, except as
otherwise permitted by this Agreement, will not, and will not permit their
Affiliates and Associates to:
(a) make, or take any action to solicit, initiate or encourage, any offer
or proposal for, or any indication of interest in, a merger or other business
combination involving the Company or any subsidiary of the Company or the
acquisition of any equity interest in, or a substantial portion of the assets
of, the Company or any subsidiary of the Company;
(b) "solicit", or become a "participant" in any "solicitation" of, any
"proxy" (as such terms are defined in Regulation 14A under the Exchange Act) or
written consent from any holder of Covered Securities in connection with any
vote on any matter, or agree or announce his or its intention to vote with any
Person undertaking a "solicitation" or communicate with or seek to advise or
influence any Person with respect to the voting of any Covered Securities;
(c) form, join or in any way participate in a "group" (within the meaning
of Section 13(d)(3)of the Exchange Act) with respect to any Covered Securities;
(d) call or seek to have called any meeting of the shareholders of the
Company or seek election of any representative to the Board of Directors of the
Company or the removal of any member of the Board of Directors of the Company;
(e) otherwise act to seek to control, disrupt or influence the management,
policies or affairs, of the Company or its Affiliates;
(f) without the prior written consent of the Company, issue or make any
announcement or public statement concerning the Company or its Affiliates, any
policies of the Company or its Affiliates or any director, officer, employee or
shareholder of the Company or its Affiliates; or
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(g) instigate or encourage any third party to do any of the foregoing.
Section 5.2 SEC Reports. Upon the Company's request, Xxxxxx, Inc. and its
Affiliates and Associates will deliver to the Company (i) true and complete
copies of all Reports required to be filed by Xxxxxx, Inc. and its Affiliates
and Associates with the SEC concerning the Covered Securities of the Company
owned beneficially or of record or held by Xxxxxx, Inc. or Xxxxxxx X. Xxxxxx or
their Affiliates or Associates and (ii) true and complete copies of all Reports
that would have been required to be filed by Xxxxxx, Inc. and its Affiliates and
Associates with the SEC concerning the Covered Securities of the Company owned
beneficially or of record or held by Xxxxxx, Inc. or Xxxxxxx X. Xxxxxx or any of
their Affiliates or Associates if Xxxxxx, Inc. or Xxxxxxx X. Xxxxxx or any of
their Affiliates or Associates owned beneficially or of record or held a
sufficient number of such Covered Securities to require filing of Reports with
the SEC.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Binding Effect; Assignability. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns. No party to this
Agreement will assign or delegate this Agreement or any rights, interests or
obligations hereunder, except that the Company may assign this Agreement and its
rights, interest or obligations to any Affiliate of the Company.
Section 6.2 Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers of or consents to departures from the provisions
hereof may not be given unless approved in writing by the parties hereto.
Section 6.3 Governing Law. This Agreement and the validity, interpretation
and performance of the terms and provisions hereof shall be governed by, and
construed in accordance with, the laws of the State of New Jersey, without
regard to the provisions thereof relating to choice or conflict of laws.
Section 6.4 Interpretation. The headings of the articles and sections
contained in this Agreement are solely for the purpose of reference, are not
part of the agreement of the parties and shall not affect the meaning or
interpretation of this Agreement.
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Section 6.5 Notices. All notices, requests, consents, demands, elections
and other communications required or permitted hereunder shall be in writing and
shall be given to the intended recipient at:
If to the Company:
Merrimac Industries, Inc.
00 Xxxxxxxxx Xxxxx
Xxxx Xxxxxxxx, Xxx Xxxxxx 00000
Facsimile: (000) 000-0000
Attention: President and
Chief Executive Officer
with a copy to:
Xxxxxxxxxx & Xxxxx LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
If to Xxxxxx, Inc. or Xxxxxxx X. Xxxxxx:
Xxxxxxx X. Xxxxxx, Inc.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
Any such notice, request, consent, demand, election or other communication
shall be deemed to have been duly given if personally delivered or sent by
registered or certified mail, return receipt requested, Express Mail, Federal
Express or similar overnight delivery service for next Business Day delivery or
by telegram, telex or facsimile transmission and will be deemed given, unless
earlier received: (1) if sent by certified or registered mail, return receipt
requested, five calendar days after being deposited in the United States mail,
postage prepaid; (2) if sent by Express Mail, Federal Express or similar
overnight delivery service for next Business Day delivery, the next Business Day
after being entrusted to such service, with delivery charges prepaid or charged
to the sender's account; (3) if sent by telegram or telex or facsimile
transmission, on the date sent; and (4) if delivered by hand, on the date of
delivery.
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Section 6.6 No Implied Waivers. No action taken pursuant to this Agreement,
including any investigation by or on behalf of any party, shall be deemed to
constitute a waiver by the party taking such action of compliance with any
representations, warranties, covenants or agreements contained herein or made
pursuant hereto. The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any preceding or
succeeding breach and no failure by any party to exercise any right or privilege
hereunder shall be deemed a waiver of such party's rights or privileges
hereunder or shall be deemed a waiver of such party's rights to exercise the
same at any subsequent time or times hereunder.
Section 6.7 Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the specific subject matter hereof, and
supersedes all prior agreements and undertakings, both written and oral, among
the parties with respect to such specific subject matter.
Section 6.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to constitute one and the same agreement.
Section 6.9 Further Assurances. Each party shall cooperate and take such
actions as may be reasonably requested by the other party in order to carry out
the provisions and purposes of this Agreement and the transactions contemplated
hereby.
Section 6.10 Specific Performance; Injunctive Relief. In addition to any
other rights or remedies which may be available at law, in equity or by
Contract, the Company shall be entitled to obtain in any court of competent
jurisdiction specific performance of, or an injunction or other order
restraining any act or proposed act which would result in a violation of, any of
the terms or provisions of any of the covenants, agreements or obligations of
Xxxxxx, Inc. or Xxxxxxx X. Xxxxxx hereunder, it being agreed by the parties that
the remedy at law, including monetary damages, for breach of such provision will
be inadequate compensation for any loss and that any defense in any action for
specific performance that a remedy at law would be adequate is waived. The
rights and remedies herein expressly provided are cumulative and not exclusive
of any other rights or remedies which any party would otherwise have pursuant to
this Agreement, at law, in equity, by statute or otherwise.
Section 6.11 Severability. If any provision of this Agreement or the
application thereof to any Person or circumstance is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to Persons or
circumstances other than those as to which it has been held invalid or
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unenforceable, shall remain in full force and effect and shall in no way be
affected, impaired or invalidated thereby; provided, that if any provision
hereof or the application thereof shall be so held to be invalid, void or
unenforceable by a court of competent jurisdiction, then the parties shall
negotiate in good faith in an effort to agree upon a suitable and equitable
substitute provision therefor and, if the parties shall fail to negotiate and
agree upon such a provision, such court of competent jurisdiction may substitute
for such invalid, void or unenforceable provision a suitable and equitable
provision in order to carry out, so far as may be valid and enforceable, the
intent and purpose of the invalid, void or unenforceable provision.
Section 6.12 Consent to Jurisdiction; Service of Process. To the fullest
extent permitted by applicable law, each party hereto hereby irrevocably and
unconditionally (i) submits, for himself and his property or itself and its
property, to the nonexclusive jurisdiction of the courts of the States of New
York and New Jersey and any court of the United States sitting in New York City
(and of any appellate court to which an appeal of any judgment, order, decree or
decision of any such court may be taken) in any suit, action or proceeding
arising out of or relating to this Agreement or for recognition or enforcement
of any judgment rendered in any such suit, action or proceeding, (ii) waives any
objection which he or it may now or hereafter have to the laying of venue of any
such suit, action or proceeding in any such court, including any claim that any
such suit, action or proceeding has been brought in an inconvenient forum, (iii)
waives all rights to a trial by jury in any such suit, action or proceeding,
(iv) waives personal service of any summons, complaint or other process by any
means, manner or method other than in the manner provided for the giving of
notices to such party in Section 6.5, and agrees that any process served upon
such party in such manner provided for in Section 6.5 shall have the same
validity and legal force and effect as if served upon such party personally
within the State of New York or New Jersey, as the case may be and (v) if any
such party at any time is not a resident of the State of New York or New Jersey,
agrees to appoint and maintain the appointment of an agent in the State of New
York and New Jersey as such party's agent for service and acceptance of legal
process in connection with any such action, suit or proceeding with the same
validity and legal force and effect as if served upon such party personally,
within the State of New York or New Jersey, as the case may be, and to notify
promptly each other such party of the name and address of such agent.
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IN WITNESS WHEREOF, the parties have executed this Shareholder's Agreement
as of the date first above written.
Merrimac Industries, Inc.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chairman, President and
Chief Executive Officer
XXXXXXX X. XXXXXX, INC.
By: /S/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
/S/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
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