EXHIBIT 1
FIRST REFUSAL AGREEMENT
Agreement entered into this 1st day of July, 1987, by and among
Multi-Color Corporation, an Ohio corporation (hereinafter referred to as the
"Company"), and Xxxx X. Court, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxxxx, Xxxx X.
Xxxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxx (hereinafter referred to
collectively as the "Shareholders" and individually as a "Shareholder");
W I T N E S S E T H
WHEREAS, the Shareholders own or have the present right to acquire
approximately 92 percent of the common stock of the Company ("Common Stock");
and
WHEREAS, the Shareholders and the Company believe it to be in their
best interests to make provision for future disposition of the Common Stock held
by each in the Company in anticipation of a public offering of Common Stock of
the Company; and
WHEREAS, the Shareholders have previously entered into Agreements
concerning their shares and are desirous of cancelling those Agreements;
NOW, THEREFORE, in consideration of the promises contained herein,
the parties agree as follows:
1. CANCELLATION OF PRIOR CONTRACTS. The parties agree that all prior
contracts and agreements between them and the Company, and the Company and any
of them individually relating directly or indirectly to the transferability of
issued shares of Common Stock are hereby cancelled, and the parties release and
forever discharge one another and the Company from any and all liability
thereunder.
2. PERMITTED TRANSFERS.
(a) Any Shareholder may sell shares of Common Stock from time to time
provided that such sale complies with Sections (e)(1) and (f) of Rule 144
promulgated under the Securities Act of 1933 (the "Limitations"). The
Limitations shall apply to transfers made pursuant to this paragraph (2) whether
or not the provisions of such Rule or Act requires the application of the
Limitations.
(b) A Shareholder may pledge shares of Common Stock to financial
institutions to secure borrowings; provided that the pledgee of such Common
Stock shall become subject to the terms hereof and shall acknowledge the
provisions of this Agreement in writing to the Company.
(c) The provisions of paragraph (3) hereof shall not apply to sales of
Common Stock in the Company's initial public offering made pursuant to a
Registration Statement filed with the Securities and Exchange Commission.
3. PURCHASE RIGHTS. Prior to the sale or transfer of Common Stock not
described in paragraph (2) hereof by a Shareholder to any person other than the
Company, the Shareholder proposing to make such sale or transfer hereby grants
to the Company and the other Shareholders who are then holders of Common Stock
of the Company, the right to purchase the Common Stock proposed to be sold or
transferred. For such purposes, the proposing Shareholder shall submit to the
Company and all other Shareholders bound by or entitled to the benefits of this
Agreement a notice of proposed sale of Common Stock identifying the proposed
buyer and setting forth the price and other terms and conditions of such sale on
the form of notice attached as Exhibit A. Thereafter, the Company shall have the
right for a period of four business days, and thereafter the Shareholders then
owning Common Stock shall have the right to the extent not exercised by the
Company for three additional business days, to purchase all, but not less than
all, of such Common
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Stock. Each of the Shareholders, or those Shareholders desiring to purchase
the shares, shall have the right to purchase such shares on a pro rata basis
relative to the number of shares owned beneficially by the purchasing
Shareholders. The purchase price for the Common Stock shall be the average of
the bid and asked prices during the five trading days commencing on the third
trading day preceding the date of notice by the Shareholder. In the event the
Common Stock of the Company is traded on an exchange or otherwise quoted with
last sales prices, the last sale prices for such period shall be utilized for
the purpose of setting the price.
If the Company or the Shareholders do not exercise their purchase
rights within the time period set forth above, the Shareholder submitting the
notice shall thereafter have the right to sell such securities upon the terms
and conditions set forth in the notice for a period of ten business days
thereafter. If the sale is not completed as to all or any part of the shares
covered by the notice, those shares shall continue to be governed by this
Agreement. The Shareholder giving the notice shall have the right to withdraw
such notice at any time prior to acceptance of the right of purchase by any of
the parties set forth above.
4. ENDORSEMENT ON STOCK CERTIFICATES. Each certificate of Common Stock
of the Company now or hereafter owned by Shareholders shall contain the
following legend:
The sale or transfer of the shares represented by this
certificate are subject to a First Refusal Agreement entered
into on July 1, 1987, a copy of which will be furnished to any
holder of this certificate upon written request.
5. EFFECTIVENESS. The provisions of this Agreement shall become
effective as of the close of business on the date preceding that date on which a
Registration Statement filed under the Securities Act of 1933 for a public
offering of Common Stock of the Company becomes effective.
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6. DURATION OF AGREEMENT. This Agreement shall be binding on the
Company and on each Shareholder until such time as this Agreement is
terminated or modified by the written agreement of the parties hereto.
7. MISCELLANEOUS. This Agreement shall be construed under the laws
of the State of Ohio and shall be binding upon and inure to the benefit of
the parties, their personal representatives, heirs, successors, transfers and
assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.
MULTI-COLOR CORPORATION
By: /s/ XXXX X. COURT, PRESIDENT
----------------------------
Xxxx X. Court, President
SHAREHOLDERS
By: /s/ XXXX X. COURT
----------------------------
Xxxx X. Court
By: /s/ XXXXXX X. XXXXXX
----------------------------
Xxxxxx X. Xxxxxx
By: /s/ XXXX X. XXXXXXXXXX
----------------------------
Xxxx X. Xxxxxxxxxx
By: /s/ XXXX X. XXXXXXX
----------------------------
Xxxx X. Xxxxxxx
By: /s/ XXXXXX X. XXXXXXXX
----------------------------
Xxxxxx X. Xxxxxxxx
By: /s/ XXXXXX X. XXXXXXXX
----------------------------
Xxxxxx X. Xxxxxxxx
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FIRST REFUSAL AGREEMENT
MULTI-COLOR CORPORATION AND OTHERS
FORM OF NOTICE REQUIRED BY
SECTION 1
Date: ______________, 1987
To: Multi-Color Corporation and its
Shareholders subject to a
First Refusal Agreement dated July 1, 1987
Please take notice that I intent to sell __________ shares of Common
Stock of Multi-Color Corporation to _______________________________________
whose address is ______________________________________________________ at a
price of $________ per share.
Sincerely,
-----------------------------------
Shareholder
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