VOTING AGREEMENT
AGREEMENT, dated as of January 23, 1996 among Farnell Electronics PLC,
a public limited company formed under the laws of England ("Farnell"), and the
holders (the "Shareholders") of the shares of capital stock (the "Shares") of
Premier Industrial Corporation, an Ohio corporation (the "Company"), listed on
the signature pages hereof.
WHEREAS, in order to induce Farnell to enter into an Agreement and
Plan of Merger (the "Merger Agreement") with the Company, Farnell has requested
the Shareholders, and the Shareholders have agreed, to enter into this
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
VOTING AGREEMENT AND GRANT OF PROXY
SECTION 1.01. VOTING AGREEMENT. (a) At any meeting of the
shareholders of the Company, however called, and at every adjournment thereof,
or in connection with any written consent of the shareholders of the Company,
each Shareholder will cause all Shares held by such Shareholder as set forth on
Schedule I hereto and any additional Shares acquired by such Shareholder
(whether by purchase or otherwise) after the date of this Agreement
(collectively, the "Shareholder Shares") to be voted (i) during the term of the
Merger Agreement, (x) in favor of the Merger (as defined in the Merger
Agreement) and the approval and adoption of the Merger Agreement and any actions
required in furtherance thereof and (y) against any action or agreement that
would result in a breach in any material respect of any provision of the Merger
Agreement or that is inconsistent with or that is reasonably likely to impede,
interfere with, delay, postpone or attempt to discourage the Merger and (ii)
during the term of this Agreement, against (1) any Acquisition Proposal (as
defined in the Merger Agreement), (2) any extraordinary corporate transaction,
such as a merger, reorganization or liquidation involving the Company or any of
its subsidiaries; (3) any sale or transfer of a material amount of assets of the
Company or its subsidiaries taken as a whole; (4) any change in the management
or board of
directors of the Company, except as otherwise agreed to in writing by Farnell
other than the removal of a member of management or a director for cause; (5)
any material change in the present capitalization or dividend policy of the
Company; or (6) any other material change in the Company's corporate structure
or business. The Shareholders shall not enter into any agreement or
understanding with any person, directly or indirectly, to vote, grant any proxy
or give instructions with respect to the voting of the Shareholder Shares of
such Shareholder in any manner inconsistent with this Agreement.
(b) Each Shareholder agrees that during the term of this Agreement,
such Shareholder (i) shall attend or otherwise participate in all duly called
shareholder meetings and any adjournments thereof and in all actions by written
consent of shareholders, (ii) shall not, without the prior written consent of
Farnell, vote any Shareholder Shares of such Shareholder in favor of any
Acquisition Proposal and (iii) shall otherwise vote such Shareholder Shares, and
use its best efforts in its capacity as shareholder of the Company, to prevent
the consummation of any Acquisition Proposal.
(c) Farnell agrees that the covenants of each Shareholder under this
Agreement relate only to each Shareholder in its capacity as a shareholder and
not to any other capacity in which such person may be acting.
SECTION 1.02. IRREVOCABLE PROXY. (a) In the event that any
Shareholder shall breach its covenant set forth in Section 1.01, such
Shareholder (without any further action on such Shareholder's part) shall be
deemed to have irrevocably appointed Farnell as the attorney and proxy of such
Shareholder pursuant to the provisions of section 1701.48 of the Ohio General
Corporation Law, with full power of substitution, to vote, and otherwise act (by
written consent or otherwise) with respect to the Shareholder Shares of such
Shareholder, at any meeting of shareholders of the Company (whether annual or
special and whether or not an adjourned or postponed meeting) or consent in lieu
of any such meeting or otherwise, to vote such shares as set forth in Section
1.01; PROVIDED that in any such vote or other action pursuant to such proxy,
Farnell shall not have the right (and such proxy shall not confer the right) to
vote to reduce the Merger Consideration (as defined in the Merger Agreement) or
to otherwise modify or amend the Merger Agreement to reduce the rights or
benefits of the Company or any shareholders of the Company (including the
Shareholders) under the Merger Agreement or to reduce the obligations of Farnell
thereunder. This proxy and power of attorney is
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irrevocable and coupled with an interest. Each Shareholder hereby revokes,
effective upon the execution and delivery of the Merger Agreement by the parties
thereto, all other proxies and powers of attorney with respect to the
Shareholder Shares that Shareholder may have heretofore appointed or granted,
and no subsequent proxy or power of attorney (except in furtherance of
Shareholder's obligations under Section 1.01 hereof) shall be given or written
consent executed (and if given or executed, shall not be effective) by
Shareholder with respect thereto so long as this Agreement remains in effect.
Each Shareholder shall forward to Farnell any proxy cards that such Shareholder
receives in respect of its Shareholder Shares.
(b) None of the Shareholders shall, directly or indirectly, except as
contemplated by this Agreement, grant any proxies or powers of attorney with
respect to matters set forth in Section 1.01, deposit any of the Shareholder
Shares into a voting trust or enter into a voting agreement or arrangement with
respect to any of the Shareholder Shares, in each case with respect to such
matters.
SECTION 1.03. DISSENTERS' RIGHTS. None of the Shareholders shall
give demand pursuant to Section 1701.85 of the Ohio General Corporation Law for
appraisal of any Shares of the Company.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF THE SHAREHOLDERS
Each Shareholder represents and warrants with respect to itself only
to Farnell that:
SECTION 2.01. VALID TITLE. The Shareholder is the record owner of
the Shareholder Shares with full power to vote and dispose (other than any
restrictions on disposition which do not limit the Shareholder's ability to
comply with or perform its obligations under this Agreement) of such Shares and
there are no restrictions (other than any restrictions on disposition which do
not limit the Shareholder's ability to comply with or perform its obligations
under this Agreement) on the Shareholder's voting rights or rights of
disposition pertaining thereto. None of the Shareholder Shares is subject to
any voting trust or other agreement or arrangement with respect to the voting of
such Shareholder Shares.
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SECTION 2.02. NON-CONTRAVENTION. The execution, delivery and
performance by the Shareholder of this Agreement and the consummation of the
transactions contemplated hereby do not and will not contravene or constitute a
default under or give rise to a right of termination, cancellation or
acceleration of any right or obligation of the Shareholder under any provision
of applicable law or regulation or of any agreement, judgment, injunction,
order, decree or other instrument binding on the Shareholder.
SECTION 2.03. BINDING EFFECT. This Agreement is the valid and
binding agreement of the Shareholder, enforceable against the Shareholder in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws relating to creditors' rights
generally or by general equitable principles. If this Agreement is being
executed in a representative or fiduciary capacity, the person signing this
Agreement has full power and authority to enter into and perform this Agreement
and has obtained any necessary consents in connection with execution of this
Agreement.
SECTION 2.04. AUTHORIZATION. The execution, delivery and performance
by the Shareholder of this Agreement and the consummation by the Shareholder of
the transactions contemplated hereby are within the Shareholder's powers and
have been duly authorized by all necessary actions, if any, including all
necessary actions by the trustees of a Shareholder, if the Shareholder is a
trust.
SECTION 2.05. FINDER'S FEES. No investment banker, broker or finder
is entitled to a commission or fee from Farnell or the Company in respect of
this Agreement based upon any arrangement or agreement made by or on behalf of
the Shareholder.
SECTION 2.06. BOARD APPROVAL. None of (i) the provisions of Section
1701.831 of the Ohio General Corporation Law ("OGCL") or (ii) the provisions of
Chapter 1704 of the Ohio Revised Code in any way restricts or prohibits the
consummation of the transactions contemplated by this Agreement.
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ARTICLE III
REPRESENTATIONS AND
WARRANTIES OF FARNELL
Farnell represents and warrants to each Shareholder:
SECTION 3.01. CORPORATE POWER AND AUTHORITY. Subject to any required
approval of Farnell's shareholders, Farnell has all requisite corporate power
and authority to enter into this Agreement and to perform its obligations
hereunder. The execution, delivery and performance by Farnell of this Agreement
and the consummation by Farnell of the transactions contemplated hereby have
been duly authorized by the board of directors of Farnell and, subject to any
required approval of Farnell's shareholders, no other corporate action on the
part of Farnell is necessary to authorize the execution, delivery or performance
by Farnell of this Agreement and the consummation by Farnell of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
Farnell and is a valid and binding Agreement of Farnell, enforceable against it
in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, moratorium or other similar laws relating to creditors'
rights generally or by general equitable principles.
ARTICLE IV
COVENANTS OF THE SHAREHOLDERS
Each Shareholder hereby covenants and agrees that:
SECTION 4.01. NO PROXIES FOR OR ENCUMBRANCES ON SHAREHOLDER SHARES.
Except pursuant to the provisions of this Agreement, during the term of this
Agreement, the Shareholder shall not, without the prior written consent of
Farnell, directly or indirectly, and whether or not the Merger Agreement is in
full force and effect, (a) grant any proxies or enter into any voting trust or
other agreement or arrangement with respect to the voting of any Shareholder
Shares or (b) sell, assign, transfer, encumber or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to,
the direct or indirect sale, assignment, transfer, encumbrance or other
disposition of (each a "Transfer"), any Shareholder Shares, including any
Transfer to the Company. The Shareholder shall not seek or solicit any such
sale, assignment, transfer, encumbrance or other disposition or any such
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contract, option or other arrangement, assignment or understanding and agrees to
notify Farnell promptly and to provide all details requested by Farnell if the
Shareholder shall be approached or solicited, directly or indirectly, by any
person with respect to any of the foregoing.
SECTION 4.02. NO SOLICITATION. The Shareholder shall not, during the
term of this Agreement, directly or indirectly and whether or not the Merger
Agreement is in full force and effect, (a) solicit, initiate or encourage (or
authorize any person to solicit, initiate or encourage) any inquiry, proposal or
offer from any person to acquire any material part of the business, property or
capital stock of the Company or any direct or indirect subsidiary thereof, or
any acquisition of a substantial equity interest in, or a substantial amount of
the assets of, the Company or any direct or indirect subsidiary thereof, whether
by merger, purchase of assets, tender offer or other transaction or (b) subject
to the fiduciary duty of the Shareholder as a director of the Company or as a
trustee of any trust which is a Shareholder under applicable law as advised by
counsel, participate in any discussion or negotiations regarding, or furnish to
any other person any information with respect to, or otherwise cooperate in any
way with any effort or attempt by any other person to do or seek any of the
foregoing. The Shareholder shall promptly advise Farnell of the terms of any
communications it may receive relating to any of the foregoing.
SECTION 4.03. EFFORTS. Each Shareholder shall assist and cooperate
with Farnell in doing all things necessary, proper or advisable to consummate
and make effective, in the most expeditious manner practicable, the Merger and
any of the transactions contemplated by this Agreement, including (a) using
reasonable best efforts to defend any lawsuits or other legal proceedings,
whether judicial or administrative, challenging this Agreement or the
consummation of the Merger or any of the transactions contemplated by this
Agreement, including seeking to have any stay or temporary restraining order
entered by any court or other governmental entity vacated or reversed, (b) using
best efforts to cause the execution and delivery of any additional instruments
necessary to consummate the Merger and any of the transactions contemplated by
this Agreement, including the agreements or certificates referred to in Section
5.7 (provided that each Shareholder shall only be required to use its reasonable
best efforts to obtain such agreements and certificates from persons who are not
affiliates of such Shareholder) of the Merger Agreement, and to fully carry out
the purposes of this Agreement, (c) using reasonable best efforts to take all
actions necessary so
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that no state takeover statute or similar statute or regulation is or becomes
applicable to the Merger or any of the transactions contemplated by this
Agreement, and (d) if any state takeover statute or similar statute or
regulation becomes applicable to the Merger, this Agreement or any other
transaction contemplated by this Agreement, using reasonable best efforts to
take (to the extent permitted by applicable law in the case of the obligations
of any trustee) all action necessary so that the Merger and the transactions
contemplated by this Agreement may be consummated as promptly as practicable on
the terms contemplated by the Merger Agreement and this Agreement and otherwise
to minimize the effect of such statute or regulation on the Merger and this
Agreement and the transactions contemplated by this Agreement.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. EXPENSES. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost or
expense.
SECTION 5.02. ADDITIONAL AGREEMENTS. Subject to the terms and
conditions of this Agreement, each of the parties hereto agrees to use all best
efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper or advisable under applicable laws and
regulations and which may be required under any agreements, contracts,
commitments, instruments, understandings, arrangements or restrictions of any
kind to which such party is a party or by which such party is governed or bound,
to consummate and make effective the transactions contemplated by this
Agreement, and to use reasonable best efforts to obtain all necessary waivers,
consents and approvals and effect all necessary registrations and filings,
including, but not limited to, filings under the HSR Act, responses to requests
for additional information related to such filings, and submission of
information requested by governmental authorities, and to rectify any event or
circumstances which could impede consummation of the transactions contemplated
hereby.
SECTION 5.03. SPECIFIC PERFORMANCE. The parties hereto agree that
Farnell would be irreparably damaged if for any reason the Shareholders failed
to perform any of their obligations under this Agreement, and that Farnell would
not have an adequate remedy at law for money damages in such event.
Accordingly, Farnell shall be entitled to
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specific performance and injunctive and other equitable relief to enforce the
performance of this Agreement by the Shareholders. This provision is without
prejudice to any other rights that Farnell may have against the Shareholders for
any failure to perform their obligations under this Agreement.
SECTION 5.04. NOTICES. All notices, requests, claims, demands and
other communications hereunder shall be deemed to have been duly given when
delivered in person, by cable, telegram or telex, or by registered or certified
mail (postage prepaid, return receipt requested) to such party at its address
set forth on the signature page hereto.
SECTION 5.05. AMENDMENTS; TERMINATION. This Agreement may not be
modified, amended, altered or supplemented, except upon the execution and
delivery of a written agreement executed by the parties hereto. This Agreement
and the obligations of Shareholders hereunder shall terminate 15 months from the
date of this Agreement except that this Agreement shall terminate at such
earlier date as the Merger Agreement terminates if such termination of the
Merger Agreement occurs other than as a result of events referred to in Section
10.4(b)(i), (ii) or (v) of the Merger Agreement.
SECTION 5.06. SUCCESSORS AND ASSIGNS. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, PROVIDED that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other parties hereto, except that Farnell
may assign its rights and obligations to any affiliate of Farnell.
SECTION 5.07. GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York, without
regard to the conflict of laws rules of such state.
SECTION 5.08. COUNTERPARTS; EFFECTIVENESS. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received counterparts hereof signed by all of the other parties hereto.
SECTION 5.09. CERTAIN EVENTS. Each Shareholder agrees that this
Agreement and the obligations hereunder shall attach to its Shareholder Shares
and shall be binding
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upon any person to which legal or beneficial ownership of such shares shall
pass, whether by operation of law or otherwise.
SECTION 5.10. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
SECTION 5.11. JURISDICTION. Any action or proceeding seeking to
enforce any provision of, or based on any right arising out of, this Agreement
may be brought against any of the parties in the courts of the State of New
York, or, if it has or can acquire jurisdiction, in the United States District
Court for the Southern District of New York, and each of the parties hereby
consents to the jurisdiction of such courts (and of the appropriate appellate
courts) in any such action or proceeding and waives any obligation to venue laid
therein. Process in any such action or proceeding may be served on any party
anywhere in the world, whether within or without the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
Farnell Electronics PLC
Xxxxxxx Xxxxx
Xxxxxxxx Xxx, Xxxxxxxx
Xxxx Xxxxxxxxx XX00 0XX
Xxxxxxx
By:_______________________
Name:
Title:
__________________________
Name: Xxxx X. Xxxxxx
Address: c/o Parkwood Corporation
X.X. Xxx 0000
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
__________________________
Name: Xxxxxx X. Xxxxxx
Address: c/o Parkwood Corporation
X.X. Xxx 0000
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
__________________________
Name: Xxxxxx X. Xxxxxx
Address: c/o Parkwood Corporation
X.X. Xxx 0000
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
10
Xxxx X. Xxxxxx Revocable Trust
x/x Xxxxxxxx Xxxxxxxxxxx
X.X. Xxx 0000
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
By:_______________________
Name: Xxxxxx X. Xxxxxx
Title: Trustee
By:_______________________
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Xxxxxx X. Xxxxxx Revocable Trust
x/x Xxxxxxxx Xxxxxxxxxxx
X.X. Xxx 0000
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
By:_______________________
Name: Xxxx X. Xxxxxx
Title: Trustee
By:_______________________
Name: Xxxxxx X. Xxxxxx
Title: Trustee
11
Xxxxxx X. Xxxxxx Revocable Trust
x/x Xxxxxxxx Xxxxxxxxxxx
X.X. Xxx 0000
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
By:_______________________
Name: Xxxx X. Xxxxxx
Title: Trustee
By:_______________________
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Xxxxxxxx Xxxxxx Revocable Trust
x/x Xxxxxxxx Xxxxxxxxxxx
X.X. Xxx 0000
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
By:_______________________
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Xxxxxxx X. Xxxxxx Revocable Trust
x/x Xxxxxxxx Xxxxxxxxxxx
X.X. Xxx 0000
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
By:_______________________
Name: Xxxxxx X. Xxxxxx
Title: Trustee
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The Xxxx and Xxxxxx Xxxxxx
Foundation
c/o Parkwood Corporation
X.X. Xxx 0000
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
By:_______________________
Name: Xxxx X. Xxxxxx
Title: President
The Xxxxxx and Xxxxxxxx Xxxxxx
Foundation
x/x Xxxxxxxx Xxxxxxxxxxx
X.X. Xxx 0000
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
By:_______________________
Name: Xxxxxx X. Xxxxxx
Title: President
Xxxxxx and Xxxxxxx Xxxxxx Family
Foundation
x/x Xxxxxxxx Xxxxxxxxxxx
X.X. Xxx 0000
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
By:_______________________
Name: Xxxxxx X. Xxxxxx
Title: President
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SCHEDULE I
Voting Agreement
Shareholder Shares
----------- ------
Xxxx X. Xxxxxx 44,766
Xxxxxx X. Xxxxxx 84,000
Xxxxxx X. Xxxxxx 39,000
Xxxx X. Xxxxxx Revocable Trust created by the Xxxx X. Xxxxxx 11,114,270
Revocable Trust Agreement, originally dated August 27, 1976,
as amended
Xxxxxx X. Xxxxxx Revocable Trust created by the Xxxxxx X. 8,370,719
Xxxxxx Revocable Trust Agreement, originally dated
September 27, 1976, as amended
Xxxxxx X. Xxxxxx Revocable Trust created by the 11,599,754
Xxxxxx X. Xxxxxx Revocable Trust Agreement,
originally dated September 14, 1977, as amended
Xxxxxxxx Xxxxxx Revocable Trust created by the 3,998,495
Xxxxxxxx Xxxxxx Revocable Trust Agreement,
originally dated August 17, 1978, as amended
Xxxxxxx X. Xxxxxx Revocable Trust created by the 64,642
Xxxxxxx X. Xxxxxx Revocable Trust Agreement,
originally dated December 16, 1977, as amended
The Xxxx X. and Xxxxxx Xxxxxx Foundation, 4,880,479
including The Xxxxxx Xxxxxx Fund of the Xxxx
X. and Xxxxxx Xxxxxx Foundation
The Xxxxxx and Xxxxxxxx Xxxxxx Foundation 1,856,420
Xxxxxx and Xxxxxxx Xxxxxx Family Foundation 2,422,541
