EXECUTION COPY
SERIES A PREFERRED STOCK AGREEMENT
This Series A Preferred Stock Agreement (the "PREFERRED
STOCK AGREEMENT"), dated as of December 5, 1995, by and among
Hercules Incorporated ("HERCULES"), MacDermid, Incorporated
(MACDERMID") and MacDermid Imaging Technology, Inc. ("MACDERMID
DELAWARE") is entered into pursuant to Section 3.4 of the Sales
and Purchase Agreement dated as of November 29, 1995 between
HERCULES and PARENT (the "SALE AND PURCHASE AGREEMENT"). This
PREFERRED STOCK AGREEMENT is part of the DEFINITIVE AGREEMENTS
referred to in the SALE AND PURCHASE AGREEMENT and is being
entered into by the parties hereto in consideration of the mutual
covenants and agreements contained in the DEFINITIVE AGREEMENTS.
Section 1 - DEFINITIONS
(a) Capitalized terms used herein and not otherwise
defined shall have the same meanings as set forth in the SALE AND
PURCHASE AGREEMENT.
(b) "CERTIFICATE OF DESIGNATIONS" means the
Certificate of Designations of the Series A Preferred Stock,
filed with the Secretary of State of Delaware on December 5,
1995. A copy of the CERTIFICATE OF DESIGNATIONS is attached
hereto as Exhibit A.
(c) "CERTIFICATE OF DESIGNATIONS OF THE EXCHANGE
STOCK" means the Certificate of Designations of the EXCHANGE
STOCK. A copy of the CERTIFICATE OF DESIGNATIONS OF THE EXCHANGE
STOCK for shares of EXCHANGE STOCK to be issued pursuant to
Section 5 upon the occurrence of an EXCHANGE EVENT described in
Sections 5 (a) (I) and (ii) and pursuant to Section 9 is attached
hereto as Exhibit B. A copy of the CERTIFICATE OF DESIGNATIONS OF
THE EXCHANGE STOCK for shares of EXCHANGE STOCK to be issued by
PARENT pursuant to Section 5 hereof upon the occurrence of the
EXCHANGE EVENT described in Section 5 (a) (iii) is attached
hereto as Exhibit C.
(d) "EXCHANGE STOCK" means the 6% Redeemable SERIES
A PREFERRED STOCK no par value, of PARENT to be issued to
HERCULES in exchange for the SERIES A PREFERRED STOCK pursuant to
Sections 5 and 9.
(e) "LIQUIDATION PREFERENCE" means the liquidation
preference defined and provided for in the CERTIFICATE OF
DESIGNATIONS and the CERTIFICATE OF DESIGNATIONS OF THE EXCHANGE
STOCK.
(f) "PARENT" means MACDERMID, unless MACDERMID is
reincorporated into another entity by means of a holding company
merger or otherwise or otherwise restructured so that it is no
longer the ultimate parent of MACDERMID DELAWARE, in which case
then the term PARENT shall mean the ultimate parent of MACDERMID
and MACDERMID DELAWARE.
(g) "PREFERRED STOCK" means the EXCHANGE STOCK
and SERIES A PREFERRED STOCK, as the case may be.
(h) "SERIES A PREFERRED DIRECTORS" means the
Series A Preferred Directors as defined and provided for in the
CERTIFICATE OF DESIGNATIONS OF THE EXCHANGE STOCK.
(i) "SERIES A PREFERRED STOCK" means the 6%
Redeemable Series A Preferred Stock, no par value, of MACDERMID
DELAWARE.
Section 2 - REPRESENTATIONS AND WARRANTIES
PARENT and MACDERMID DELAWARE, jointly and
severally, represent and warrant to HERCULES each of the
representations and warranties set forth below, as of the date
hereof, through and as of the CLOSING. The representations and
warranties set forth below shall survive the CLOSING and continue
so long as any share of the PREFERRED STOCK remains outstanding.
(a) MACDERMID DELAWARE is duly organized, validly
existing and is in good standing under the laws of the State of
Delaware. Complete and correct copies of the Certificate of
Incorporation and Bylaws of MACDERMID DELAWARE, as currently in
effect, have been provided to HERCULES.
(b) MACDERMID DELAWARE has the requisite
corporate power and authority to create the SERIES A PREFERRED
STOCK, to designate the rights and preferences of the SERIES A
PREFERRED STOCK and to issue the SERIES A PREFERRED STOCK to
HERCULES pursuant to this PREFERRED STOCK AGREEMENT. The
creating of the SERIES A PREFERRED STOCK, the designation of the
rights and preferences of the SERIES A PREFERRED STOCK and the
issuance of the SERIES A PREFERRED STOCK have been duly
authorized by the Board of directors of MACDERMID DELAWARE, and
no other consent, approval or other action of its stockholders or
Board of Directors is required therefor.
(c) PARENT has the requisite corporate power and
authority to create the EXCHANGE STOCK required to be issued
pursuant to Section 5 hereof upon the occurrence of an EXCHANGE
EVENT described in Sections 5 (a) (I) and (ii) and pursuant to
Section 9 hereof, to designate the rights and preferences of such
stock and to issue such stock pursuant to this PREFERRED STOCK
AGREEMENT.
(d) PARENT and MACDERMID DELAWARE each has the
requisite corporate power and authority to execute and perform
this PREFERRED STOCK AGREEMENT. All action necessary for the
authorization, execution and delivery of this PREFERRED STOCK
AGREEMENT has been taken, including, but not limited to,
obtaining any necessary approval by the stockholders or the board
of Directors of either PARENT or MACDERMID DELAWARE. This
PREFERRED STOCK AGREEMENT constitutes a valid and binding
obligation on each of PARENT and MACDERMID DELAWARE and neither
the execution, delivery nor performance of this PREFERRED STOCK
AGREEMENT by PARENT or MACDERMID DELAWARE will violate (i) any
provision of the Restated Certificate of Incorporation or Bylaws
of MACDERMID DELAWARE or (iii) subject to the MACDERMID
MATERIALITY STANDARD, any agreement or other instrument to which
PARENT and/or MACDERMID DELAWARE is a party or to which PARENT or
MACDERMID DELAWARE is bound.
(e) No holder of any of the capital stock of
MACDERMID DELAWARE is entitled to any preemptive rights and there
are no outstanding securities convertible into, exchangeable for
or carrying the right to acquire any class of securities of
MACDERMID DELAWARE, or subscriptions, warrants, options, calls,
rights or other arrangements or commitments of any kind that
relate to or require the issuance, sale or other disposition or
transfer of any such securities, or any interest therein. Upon
delivery to HERCULES of certificates representing the SERIES A
PREFERRED STOCK, HERCULES will acquire good and valid title
thereto.
(f) No holder of any of the shares of capital
stock of PARENT is entitled to any preemptive rights. Upon
delivery to HERCULES of certificates representing the EXCHANGE
STOCK, HERCULES will acquire good and valid title thereto, free
and clear of any ENCUMBRANCES other than such as may be imposed
pursuant to this PREFERRED STOCK AGREEMENT.
Section 3 - ISSUANCE OF THE SERIES A PREFERRED STOCK
Pursuant to Section 3.1 of the SALE AND
PURCHASE AGREEMENT, as partial consideration for the purchase and
sale of the E&PD Business, MACDERMID DELAWARE hereby issues and
sells to HERCULES, and HERCULES hereby purchases 30,000 shares of
SERIES A PREFERRED STOCK as such number may be adjusted pursuant
to the terms of the POST-CLOSING ADJUSTMENT, having the rights
and preferences set forth in the CERTIFICATE OF DESIGNATIONS.
Each share when issued pursuant hereto, or when issued in payment
of dividends thereon, is or shall be, as the case may be, validly
issued, fully paid, nonassessable and free and clear of any
ENCUMBRANCES, other than such as may be imposed pursuant to this
PREFERRED STOCK AGREEMENT.
Section 4 - FUNDS FOR REDEMPTION
Subject to the provisions set forth in the
CERTIFICATE OF DESIGNATIONS describing and limiting the
obligation of MACDERMID DELAWARE to redeem shares of SERIES A
PREFERRED STOCK so long as HERCULES holds shares of SERIES A
PREFERRED STOCK, parent shall provide to MACDERMID DELAWARE (by
loan, capital contribution or otherwise) sufficient funds to
enable MACDERMID DELAWARE to fully satisfy in a timely manner all
of its obligations under the CERTIFICATE OF DESIGNATIONS and
under this PREFERRED STOCK AGREEMENT.
Section 5 - EXCHANGE OF THE SHARES
(a) MACDERMID shall be required to immediately
(i) exchange each outstanding share of SERIES A PREFERRED STOCK
regardless of whether such share was issued as a dividend or as
part of the original issuance of the SERIES A PREFERRED STOCK for
one share of EXCHANGE STOCK and (ii) issue one share of EXCHANGE
STOCK for each $1,000 worth of accrued but unpaid dividends on
the SERIES A PREFERRED STOCK (whether or not the applicable
Dividend Payment Date has occurred under the CERTIFICATE OF
DESIGNATIONS) upon the occurrence of any of the following events
(each, an "EXCHANGE EVENT"):
(i) The failure of PARENT to cure any of the
following defaults by MACDERMID DELAWARE within fifteen days
after being notified by HERCULES that such default has occurred
and is continuing: The failure of MACDERMID DELAWARE to perform
its obligation to (a) redeem shares of SERIES A PREFERRED STOCK
pursuant to the terms and conditions in the CERTIFICATE OF
DESIGNATIONS or (b) pay any dividend on the SERIES A PREFERRED
STOCK pursuant to the CERTIFICATE OF DESIGNATIONS, in either
case, whether or not there are sufficient funds or surplus to
make such redemption or payment.
(ii) The incurrence of indebtedness or the
entering into a contractual arrangement by either PARENT or
MACDERMID DELAWARE which is prohibited by Section 7 of this
PREFERRED STOCK AGREEMENT, if such indebtedness or contractual
arrangement continues for fifteen days after PARENT receives
notice of such from HERCULES.
(iii) The reincorporation of PARENT from a
corporation organized under the laws of the State of Connecticut
to a corporation organized under the laws of the State of
Delaware (whether such reincorporation takes the form of a
holding company merger or otherwise). Immediately after PARENT
reincorporates from a corporation organized under the laws of the
State of Connecticut to a corporation organized under the laws of
the State of Delaware, it shall authorize the issuance of the
shares of EXCHANGE STOCK required pursuant to this Section.
(b) PARENT shall take all steps necessary to
ensure that (i) the shares of EXCHANGE STOCK issued upon the
occurrence of an EXCHANGE EVENT described in Section 5 (a) (I)
and (ii) or pursuant to Section 9 have the designations, rights
and preferences provided for in the CERTIFICATE OF DESIGNATIONS
OF THE EXCHANGE STOCK attached as Exhibit B hereto and (ii) the
share of EXCHANGE STOCK issued upon the occurrence of the
EXCHANGE EVENT described in Section 5 (a) (iii) hereof shall have
the designations, rights and preferences provided for in the
CERTIFICATE OF DESIGNATIONS OF THE EXCHANGE STOCK attached as
Exhibit C hereto, unless otherwise agreed to by HERCULES.
(c) Upon the occurrence of an EXCHANGE EVENT,
PARENT (I) shall immediately deposit on the earliest practicable
date (the "EXCHANGE DATE") with a bank or trust company the
number of shares of EXCHANGE STOCK necessary to comply with the
provisions of this Section 5 and (ii) shall notify the holders of
the Series A Preferred Stock as soon as practicable thereafter of
the EXCHANGE EVENT and of the place where certificates for the
shares of SERIES A PREFERRED STOCK are to be surrendered for
exchange. Upon the surrender of a certificate evidencing the
SERIES A PREFERRED STOCK to PARENT at the place designated in
such notice, the holders of the SERIES A PREFERRED STOCK shall
thereupon be entitled to receive one share of EXCHANGE STOCK for
each share of SERIES A PREFERRED STOCK surrendered plus one share
of EXCHANGE STOCK for each $1,000.00 worth of accrued but unpaid
dividends on the SERIES A PREFERRED STOCK held by such holder,
whether or not the applicable Dividend Payment Date has occurred.
Section 6 - BOARD REPRESENTATION
(a) PARENT shall cause and maintain the
election of one designee of HERCULES, who is acceptable to PARENT
(which acceptance may be withheld by PARENT in its absolute
discretion), to the Board of Directors of PARENT as promptly as
possible following the acceptance by PARENT of a HERCULES
designee; PARENT hereby agreeing that Mr. R. ▇▇▇▇▇ ▇▇▇▇▇▇▇,
President and chief Operating Officer of HERCULES ("▇▇.
▇▇▇▇▇▇▇"), if designated by HERCULES, will be accepted.
Notwithstanding the foregoing, if HERCULES does not designate a
person acceptable to PARENT by the second anniversary of the
CLOSING DATE (the "SECOND ANNIVERSARY DATE"), HERCULES, may
thereafter designate only ▇▇. ▇▇▇▇▇▇▇, and if HERCULES does not
so designate ▇▇. ▇▇▇▇▇▇▇ during the thirty day period following
the SECOND ANNIVERSARY DATE, then all of HERCULES' rights under
this Section 6 (a) will terminate. Except as provided in the
preceding sentence, the right of HERCULES to have its designee
serve as a director of PARENT shall continue so long as HERCULES
beneficially owns any outstanding shares of PREFERRED STOCK. If,
at any time HERCULES no longer beneficially owns any outstanding
shares of PREFERRED STOCK (i) the rights and obligations
described above shall thereupon terminate and (ii) the term of
the designee of HERCULES as a director of the Board of Directors
of PARENT shall thereupon terminate.
(b) After the CLOSING DATE, the Board of
Directors of MACDERMID DELAWARE shall, so long as HERCULES is the
beneficial owner of SERIES A PREFERRED STOCK, consist solely of
the following directors: (1) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇"),
unless ▇▇. ▇▇▇▇▇▇ shall be unable to serve as a director, then
the Chief Executive Officer of PARENT, (2) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
("▇▇. ▇▇▇▇▇▇▇▇"), unless ▇▇. ▇▇▇▇▇▇▇▇ shall be unable to serve as
a director, then the Chief Financial Officer of PARENT and (3)
▇▇. ▇▇▇▇▇▇▇, unless ▇▇. ▇▇▇▇▇▇▇ shall be unable to serve as a
director, then another senior executive officer of HERCULES
designated by HERCULES.
Section 7 - SPECIAL COVENANTS
(a) In the event and for so long as MACDERMID
DELAWARE shall be in default of its obligation to redeem shares
of SERIES A PREFERRED STOCK pursuant to the CERTIFICATE OF
DESIGNATIONS or fails to pay any dividend pursuant to the
CERTIFICATE OF DESIGNATIONS, neither PARENT nor MACDERMID
DELAWARE may pay, or declare and set aside for payment, any
dividends or other distributions on any other class or series of
capital stock of PARENT or MACDERMID DELAWARE, as the case may
be.
(b) So long as HERCULES holds shares of
PREFERRED STOCK, neither PARENT nor MACDERMID DELAWARE shall,
directly or indirectly, incur indebtedness, or enter into any
other contractual arrangement, which by its terms would
unconditionally prevent PARENT or MACDERMID DELAWARE from
fulfilling any of its obligations under (i) this PREFERRED STOCK
AGREEMENT, (ii) the CERTIFICATE OF DESIGNATIONS or (iii) the
CERTIFICATE OF DESIGNATIONS OF THE EXCHANGE STOCK, including, but
not limited to any obligations respecting (a) the payment of
dividends to holders of shares of SERIES A PREFERRED STOCK or,
(b) the timely payment of the LIQUIDATION PREFERENCE or
REDEMPTION PRICE of any share of PREFERRED STOCK, pursuant to
either the CERTIFICATE OF DESIGNATIONS or the CERTIFICATE OF
DESIGNATIONS OF THE EXCHANGE STOCK.
Section 8 - MANDATORY REDEMPTION
PARENT shall be required to redeem all
outstanding shares of EXCHANGE STOCK and cause MACDERMID DELAWARE
to redeem all outstanding shares of SERIES A PREFERRED STOCK upon
the occurrence of a change in control of PARENT within the
meaning of Section 3.5 of the SALE AND PURCHASE AGREEMENT.
Shares required to be redeemed pursuant to this Section shall be
redeemed in cash at the redemption price of $1,000.00 per share
plus an amount equal to all accrued but unpaid dividends on such
share, whether or not the applicable DIVIDEND PAYMENT DATE has
occurred pursuant to the CERTIFICATE OF DESIGNATIONS or the
CERTIFICATE OF DESIGNATIONS OF THE EXCHANGE STOCK.
Section 9 - PAYMENT UPON LIQUIDATION, DISSOLUTION OR WINDING-UP
OF THE AFFAIRS OF MACDERMID DELAWARE
In the event of any liquidation, dissolution of
winding-up of the affairs of MACDERMID DELAWARE or any conversion
of the SERIES A PREFERRED STOCK into any other security or
property deemed to be a liquidation, dissolution or winding-up of
the corporation pursuant to Section 5 of the CERTIFICATE OF
DESIGNATIONS (whether by merger, recapitalization or similar
transaction), in which HERCULES receives less than the full
LIQUIDATION PREFERENCE provided for in Section 5 of the
CERTIFICATE OF DESIGNATIONS irrespective of whether sufficient
assets of MACDERMID DELAWARE exist (the "LIQUIDATION PAYMENT"),
HERCULES shall be entitled to receive a payment from PARENT in
the amount of the LIQUIDATION PAYMENT minus the total amount of
payments of the LIQUIDATION PREFERENCE that HERCULES has
received as of the Distribution Date. Such payment may be made
by PARENT in cash or in shares of EXCHANGE STOCK, or any
combination thereof.
Section 10 - SALE OF MACDERMID
If an agreement for the sale, acquisition or
merger of PARENT (including the sale of substantially all of the
assets of PARENT) is entered into and the obligations of PARENT
under this PREFERRED STOCK AGREEMENT, the CERTIFICATE OF
DESIGNATION and/or the CERTIFICATE OF DESIGNATION OF THE EXCHANGE
STOCK are not either unconditionally assumed or assumed to the
reasonable satisfaction of HERCULES by operation of law or by
contract by the acquiring PERSON, PARENT agrees to arrange
alternative means of providing for such obligations prior to the
consummation of such agreement, including providing a performance
bond of an institutional surety or creating an escrow, in each
case, in an amount and upon the terms and conditions reasonably
satisfactory to HERCULES.
Section 11 - RESTRICTIONS ON TRANSFER
Prior to the tenth anniversary of the CLOSING,
no shares of PREFERRED STOCK held by HERCULES may be sold,
transferred or otherwise disposed of (each, a "TRANSFER") except
to PARENT, MACDERMID DELAWARE or a successor to all or
substantially all of the assets and business of HERCULES;
PROVIDED, HOWEVER, that if an EXCHANGE EVENT described in Section
5(a) (i ) or Section 5(a) (ii) shall have occurred or if PARENT
fails to perform its obligation to (i ) redeem shares of EXCHANGE
STOCK pursuant to the terms and conditions in the CERTIFICATE OF
DESIGNATIONS OF THE EXCHANGE STOCK issued pursuant to Section
5(a) (iii) hereof or (ii) pay any dividend on the EXCHANGE STOCK
pursuant to the CERTIFICATE OF DESIGNATIONS OF THE EXCHANGE STOCK
issued pursuant to Section 5(a) (iii) hereof, and such default
continues for fifteen days after HERCULES gives notice of such
default to PARENT, HERCULES shall be free to TRANSFER any of such
shares to a third party, so long as (i )such third party is not,
directly or indirectly, a competitor of PARENT or any of its
subsidiaries and (ii) prior to effecting the proposed TRANSFER to
such a third party, HERCULES shall first grant to PARENT the
right, exercisable during the ensuing thirty days, to purchase
all, but not less than all, of the shares of PREFERRED STOCK
proposed to be TRANSFERRED (the "RIGHT OF FIRST REFUSAL"), on the
same terms and conditions that HERCULES has agreed to TRANSFER
such shares to the third party.
Section 12 - LEGENDS ON CERTIFICATES
HERCULES hereby acknowledges and agrees that
each of the certificates representing SERIES A PREFERRED STOCK
issued to HERCULES in accordance with this PREFERRED STOCK
AGREEMENT shall be subject to stop transfer instructions and
shall include the following legends, to the extend applicable:
The shares represented by this certificate
have not been registered under the
Securities Act of 1933, as amended, or the
securities laws of any state.
The shares represented by this certificate
may not be transferred, sold or otherwise
disposed of except pursuant to and subject
to that certain Series A Preferred Stock
Agreement between MacDermid Imaging
Technology, Inc., MacDermid, Incorporated
and Hercules Incorporated. A copy of such
agreement is on file with the Secretary of
MacDermid Imaging Technology, Inc.
Section 13 - REMEDIES
Notwithstanding any other provision contained in
the DEFINITIVE AGREEMENTS, to ensure a prompt judicial resolution
if (i ) PARENT or MACDERMID DELAWARE shall at anytime be in
default of any of their respective obligations under this
PREFERRED STOCK AGREEMENT or if (ii) PARENT shall at anytime be
in default of its obligation to cause and maintain the election
of the SERIES A PREFERRED DIRECTORS (collectively the
"OBLIGATIONS"), PARENT and MACDERMID DELAWARE, individually and
collectively, agree to cooperate with HERCULES to have a prompt
resolution of such default in a Delaware Court, and:
(a) agree that a breach of any of the
OBLIGATIONS would constitute irreparable harm to HERCULES:
(b) waive PARENT's rights under the SALE AND
PURCHASE AGREEMENT to choose binding arbitration to resolve a
dispute regarding the OBLIGATION;
(c) irrevocably consent to jurisdiction and
venue for any proceeding relating to the OBLIGATIONS in the Court
of Chancery of the State of Delaware in and for New Castle County
(the "CHANCERY COURT");
(d) agree that if the CHANCERY COURT declines
to exercise jurisdiction over the matter it shall immediately be
transferred to the Superior Court of the State of Delaware in and
for New Castle County and that the matter should proceed and be
determined under its Rules governing Summary Proceedings for
Commercial Disputes;
(e) agree to file their answers to any
complaint filed by HERCULES with respect to the OBLIGATIONS
within four days after such complaint is filed and only to assert
affirmative defenses that solely relate to the PREFERRED STOCK,
the SERIES A PREFERRED DIRECTORS or this PREFERRED STOCK
AGREEMENT, and to no other DEFINITIVE AGREEMENT;
(f) agree to set forth their respective
position only in briefs to be filed within fifteen days of the
filing of any complaint by HERCULES with respect to the
OBLIGATIONS and reply briefs to be filed within five days
thereafter and the matter would then be SUB ▇▇▇▇▇▇; and
(g) agree that any counterclaim that they may
have sill solely relate to the PREFERRED STOCK, the SERIES A
PREFERRED DIRECTORS or to this PREFERRED STOCK AGREEMENT, and to
no other DEFINITIVE AGREEMENT.
Section 14 - ASSIGNMENT
This PREFERRED STOCK AGREEMENT and all of the
provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective successors (including
any successor by merger, reorganization, consolidation or other
business combination) and permitted assigns, but neither this
PREFERRED STOCK AGREEMENT nor any of the rights, interests or
obligations hereunder shall be assigned by HERCULES except as
expressly set forth in this PREFERRED STOCK AGREEMENT.
Section 15 - NOTICES
All notices referred to herein shall be in
writing, and all notices hereunder shall be deemed to have been
given upon the earlier of receipt thereof or three (3) business
days after the mailing thereof if sent by registered mail with
postage prepaid, addressed (i )if to PARENT, to its office at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (attention:
Secretary), (ii) if to MACDERMID DELAWARE, to its office at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (attention:
Secretary), (iii) if to HERCULES, to its office at Hercules
Plaza, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(attention: General Counsel) or (iv) to such other address as
the parties listed above shall have designated by notice
similarly given.
Section 16 - GOVERNING LAW
This PREFERRED STOCK AGREEMENT and the legal
relations among the PARTIES hereto shall be governed by and
construed in accordance with the laws of the State of Delaware,
without regard to its conflicts of law doctrine.
Section 17 - COUNTERPARTS
This PREFERRED STOCK AGREEMENT may be executed
simultaneously in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the
same instrument.
Section 18 - HEADINGS
The headings of the Sections of this PREFERRED
STOCK AGREEMENT are inserted for convenience only and shall not
constitute a part hereof or affect in any way the meaning or
interpretation of this PREFERRED STOCK AGREEMENT.
Section 19 - ENTIRE AGREEMENT
This PREFERRED STOCK AGREEMENT and the other
DEFINITIVE AGREEMENTS set forth the entire agreement and
understanding of the parties hereto in respect of the subject
matter contained herein, and supersede all prior agreements,
promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto.
Section 20 - THIRD PARTIES
Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall
be construed to confer upon or give to any person or corporation,
other than the parties hereto and their successors or assigns,
any rights or remedies under or by reason of this PREFERRED STOCK
AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have
caused this PREFERRED STOCK AGREEMENT to be duly executed, all as
of the day and year first above written.
MACDERMID, INCORPORATED
By:_______________________
Its
MACDERMID IMAGING TECHNOLOGY, INC.
By:________________________
Its
HERCULES INCORPORATED
By:_________________________
Its
