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EXHIBIT 3.23
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT MADE AS OF THE 10TH DAY OF MAY, 1999.
BY AND AMONG:
INTERNATIONAL MENU SOLUTIONS CORPORATION,
a corporation incorporated under the laws of the State of Nevada,
(sometimes referred to herein as "IMSC" or the "Company"),
OF THE FIRST PART,
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DONALD KILIMNIK, of the Township of Centre Wellington, in the County of
Wellington (hereinafter called "Donald"),
OF THE SECOND PART,
- and -
DEBORAH KILIMNIK, of the Township of Wellington, in the County of
Wellington (hereinafter called "Deborah"),
OF THE THIRD PART,
- and -
ROBERT CURIK, of the City of Waterloo in the Municipality of Waterloo
(hereinafter called "Robert"),
OF THE FOURTH PART,
- and -
ANJELA CURIK, of the City of Waterloo, in the Municipality of Waterloo
(hereinafter called "Anjela"),
OF THE FIFTH PART,
(Donald, Deborah, Robert and Anjela being hereinafter collectively
called the "Vendors" and individually called a "Vendor")
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WHEREAS:
A. In accordance with the terms and conditions of Share Purchase Agreement
made the 10th day of May, 1999 (the "Share Purchase Agreement") between
the Company, International Menu Solutions Inc. ("IMSI"), a wholly-owned
subsidiary of the Company, and the Vendors, the Company has agreed,
upon the terms and subject to the conditions of the Share Purchase
Agreement, (i) to issue to the Vendors in partial payment of the
Purchase Price for the Purchased Shares (each as defined in the Share
Purchase Agreement), 893,333 Class X Special Shares, 250,000 Class E
Special Shares, Series 1, 250,000 Class E Special Shares, Series 2,
250,000 Class E Special Shares, Series 3 and 250,000 Class E Special
Shares, Series 4 (collectively, the "Special Shares") in the capital of
IMSI; and
B. As a condition to the Closing under the Share Purchase Agreement, the
Company has agreed to provide certain registration rights under the
United States Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively,
the "1933 Act"), and applicable state securities laws;
NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Vendors hereby
agree as follows:
1. DEFINITIONS.
Unless otherwise defined in this agreement or in the recitals hereto,
the following terms shall be deemed to have the following meanings:
a. "Common Stock" means common shares in the capital stock of the
Company;
b. "Person" means any corporation, limited liability company,
association, partnership, organization, business, individual
or governmental agency;
c. "Register", "registered", and "registration" refer to a
registration effected by preparing and filing one or more
Registration Statements in compliance with the 1933 Act and
pursuant to Rule 415 under the 1933 Act or any successor rule
providing for offering securities on a continuous basis ("Rule
415"), and the declaration or ordering of effectiveness of
such Registration Statement(s) by the United States Securities
and Exchange Commission (the "SEC");
d. "Registrable Securities" 2,500,000 shares of Common Stock;
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e. "Registration Statement" means a registration statement of the
Company filed under the 1933 Act;
f. "SEC" means the United States Securities and Exchange
Commission or any successor entity.
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Share Purchase Agreement.
2. REGISTRATION, PIGGYBACK AND DEMAND REGISTRATION.
2.1 The Company shall prepare, and, on or prior to December 31, 1999 (the
"Filing Deadline"), file with the SEC a Registration Statement on Form
SB-2 (the "Registration Statement") or, if such form is unavailable for
such a registration, on such other form as is available for such a
registration for but not limited to the Registrable Securities, which
Registration Statement shall include not less than all of the
Registrable Securities which IMSC shall reserve for issuance and will
at all times keep available, to meet its obligations under the Special
Shares. Such Registration Statement(s) shall state that, in accordance
with Rule 416 promulgated under the 1933 Act, such Registration
Statement also registers such indeterminate number of additional shares
of Common Stock as may become issuable upon the exchange of the Special
Shares to prevent dilution resulting from stock splits, stock dividends
or similar transactions. The Company shall permit the Registration
Statement to become effective within five (5) business days after
receipt of notice from the SEC and any applicable state securities
commissions that it has no further comments. In the event that
following December 31, 2002 (the "Special Share Determination Date") it
is determined that the number of shares of Common Stock required to
satisfy the exchange of the Special Shares is less than 2,500,000 the
obligation of IMSC to maintain the Registration Statement for Common
Stock for the holders of Special Shares shall be reduced from 2,500,000
shares of Common Stock to such lesser number (the "Revised Number of
Common Stock"). In the event that following the Special Share
Determination Date, it is determined that the number of shares of
Common Stock required to satisfy the exchange of Special Shares is
greater than 2,500,000, IMSC shall file an amendment or supplement to
the Registration Statement thereby increasing the number of shares of
Common Stock offered in the Registration Statement accordingly. Through
its best efforts, the Company will maintain the effectiveness of the
Registration Statement until December 31, 2006 (herein called the "End
Date").
2.2 At any time subsequent to the End Date until December 31, 2013, Vendors
who have converted all or a portion of the Special Shares into the
Registrable Securities shall have the right to demand, on one occasion
only, the filing of a Registration Statement to register such
Registrable Securities. In order to exercise such demand right, the
Vendors holding at least 50% of the Registrable
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Securities then outstanding must give IMSC not less than sixty (60)
days advance written notice to IMSC that IMSC effect a registration.
Upon such demand, IMSC shall expeditiously as possible use its
reasonable commercial efforts to cause a Registration Statement
covering the following securities to become effective: (a) the shares
of Common Stock which the Company has been requested to register
pursuant to this Section 2.2; and (b) such other shares of Common Stock
as the Company determined shall be included in such registration,
provided however, that if the securities which are the subject of such
registration are offered through an underwriter, agent or group of
underwriters or agents and such underwriters or agents request that the
additional shares of Common Stock desired by the Company to be
registered be excluded from such registration and such request is
reasonable in light of prevailing market conditions, the applicable
Vendors shall not be obligated to include such additional shares of
Common Stock of the Company in the Registration Statement. The Company
shall maintain the Registration Statement contemplated in this Section
2.2 herein effective until the earlier of: (i) the date upon which the
Vendors may sell all of the Registrable Securities pursuant to Rule 144
promulgated under the 1933 Act (or successor thereto) or (ii) the third
anniversary from the effective date of the Registration Statement
contemplated in this Section 2.2 herein.
2.3 The Company shall have the right to delay, for a period not exceeding
three (3) months, the filing of a Registration Statement concerning the
exercise by the Vendors of a demand right hereunder, in the event that
such filing would, in the Company's reasonable opinion, adversely
impact upon a financing that the Company is involved in at the time
such demand right is received.
2.4 If, the Company, at any time subsequent to the End Date, proposes to
register any of its equity securities under the 1933 Act (otherwise
than pursuant to Section 2.2) on any forms other than on Form S-4 or
S-8, or any successor or similar forms, and the registration form to be
used may be used for the registration of Registrable Securities (a
"Piggyback Registration"), the Company shall give prompt written notice
to the Vendors of its intention to effect such a registration and shall
include (subject to the provisions hereof) in such registration all
Registrable Securities with respect to which the Company has received
written requests for inclusion therein within 10 days after the receipt
of the Company's notice.
2.5 If a Piggyback Registration is an underwritten primary distribution
registration on behalf of the Company, and the managing underwriters
advise the Company in writing that, in their opinion, the number of
securities requested to be included in such distribution or
registration exceeds the number which can be sold in an orderly manner
in such offering within a price range acceptable to the Company or
without adversely affecting the marketability of the offering, the
Company shall include in such distribution or registration all or a
portion of the following securities in the following priority to the
extent that the managing underwriters
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deem advisable: (i) first, the securities the Company proposes to sell;
(ii) second, those securities granted to any party or parties which
obtained piggy back rights prior to the Vendor and is exercising such
rights; and (iii) third, the Registrable Securities of the Vendors
requested to be included in such registration.
2.6 If a Piggyback Registration is an underwritten secondary distribution
or registration on behalf of holders of the Company's securities or
securities convertible into the Company's securities, and the managing
underwriters advise the Company in writing that in their opinion the
number of securities requested to be included in such distribution or
registration exceeds the number which can be sold in an orderly manner
in such offering within a price range acceptable to the holders
initially requesting such distribution or registration, the Company
shall include in such registration or distribution securities in the
following priority to the extent that the managing underwriters deem
advisable: (i) first, the securities requested to be included therein
by the holders requesting such distribution or registration; and (ii)
second, the Registrable Securities requested to be included in such
distribution or registration.
3. ADDITIONAL REGISTRATION PROCEDURES.
3.1 The Company shall promptly prepare and file with the SEC such
amendments (including post-effective amendments) and supplements to the
Registration Statement and the prospectus(es) used in connection with
the Registration Statement, which prospectus(es) are to be filed
pursuant to Rule 424 promulgated under the 1933 Act, as may be
necessary to keep the Registration Statement effective at all times
during the applicable periods specified herein, and, during each such
period, comply with the provisions of the 1933 Act with respect to the
disposition of all Registrable Securities of the Company covered by the
Registration Statement (as such securities may be split, reverse split
or otherwise changed from time to time in order to give full effect to
any stock dividends or similar transaction applicable to the
Registrable Securities). The Company shall use its best efforts to
cause such amendment and/or new Registration Statement to become
effective as soon as practicable following the filing thereof.
3.2 The Company shall furnish to each Vendor without charge promptly after
the same is prepared and filed with the SEC at least ten (10) copies of
the Registration Statement and any amendment thereto, including
financial statements and schedules, all documents incorporated therein
by reference and all exhibits, the prospectus(es) included in such
Registration Statement.
3.3 The Company shall use its commercially reasonable efforts to prevent
the issuance of any stop order or other suspension of effectiveness of
a Registration Statement, or the suspension of the qualification of any
of the Registrable
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Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or
suspension at the earliest possible moment and to notify each Vendor of
the issuance of such order and the resolution thereof or its receipt of
actual notice of the initiation or threat of any proceeding for such
purpose.
3.4 The Company shall hold in confidence and not make any disclosure of
information concerning a Vendor provided to the Company unless: (i)
disclosure of such information is necessary to comply with federal or
state securities law; (ii) the disclosure of such information is
necessary to avoid or correct a misstatement or omission in any
Registration Statement; (iii) the release of such information is
ordered pursuant to a subpoena or other final, non-appealable order
from a court or governmental body of competent jurisdiction; or (iv)
such information has been made generally available to the public other
than by disclosure in violation of this or any other agreement. The
Company agrees that it shall, upon learning that disclosure of such
information concerning a Vendor is sought in or by a court or
governmental body of competent jurisdiction or through other means,
give prompt written notice to such Vendor and allow such Vendor, at the
Vendor's expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.
3.5 The Company shall cooperate with the Vendors who exchange the Special
Shares for Registrable Securities so as to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities which have the benefit
of an effective Registration Statement.
3.6 The Company shall otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC in connection with any
registration hereunder.
3.7 The Company shall furnish, without charge, to the Vendors such number
of prospectuses and other documents incident thereto as the Vendors
from time to time reasonably request in writing in order to facilitate
the disposition of the Registrable Securities in accordance with the
plan of disposition set forth for the Vendors in the Registration
Statement of which such Prospectus forms a part.
3.8 The Company shall use its best efforts, concurrently with the filing of
a Registration Statement with the SEC, to register or qualify the
Registrable Securities included in such Registration Statement for sale
under the securities or "blue sky" laws of such number of state
securities commissions as the Vendors may reasonably request (not to
exceed 5 states), except that IMSC shall not be required in connection
therewith to execute a general consent to service of process or to
qualify to do business in any state. The Company shall only be
responsible for the expenses associated with "blue sky" registration in
up to 5 states and the Vendors shall be solely responsible and shall
indemnify the Company for all expenses associated with registration in
any additional states.
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3.9 The Company shall notify the Vendors promptly and (if requested by the
Vendors) confirm such notice in writing (i) when a Registration
Statement or post-effective amendment to a Registration Statement has
been filed, and, with respect to a Registration Statement or any
post-effective amendment thereto, when the same has become effective,
(ii) of the issuance or threat of issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose, (iii) of the receipt by
IMSC of any notification with respect to the suspension or threat of
suspension of the qualification of any of the Registrable Securities
for sale in any state in which such sale has previously been qualified
or the initiation of any proceeding for such purpose, or (iv) of the
occurrence of any event which makes any statement made in the
Registration Statement, the Prospectus or any document incorporated
therein by reference untrue or which requires any revisions to the
Registration Statement or Prospectus so that they do not contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading.
3.10 The Company shall, upon the occurrence of any event referred to in
Section 3.9(ii) or (iv) above, use its best efforts to promptly prepare
a post-effective amendment to the applicable Registration Statement or
supplement to the related Prospectus so that, as thereafter delivered
to the purchasers of the Registrable Securities being sold thereunder,
such Prospectus does not contain an untrue statement of a material fact
or omit to state a material fact necessary to make the statements
therein not misleading.
3.11 The Company shall make reasonable efforts to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement or
suspending the qualification of the Registrable Securities for sale in
any state where they have previously been qualified.
3.12 The Company shall cause all such Registrable Securities to be listed on
each securities exchange on which similar securities issued by the
Company are then listed.
3.13 If, at any time during the currency of this Agreement, the Company's
principal trading market (based upon weekly volume) is located in one
or more provinces of Canada rather than the United States, the Company
shall cooperate with the Vendors in order to provide the various
registration rights provided in this agreement (or rights substantively
similar thereto) in such province if requested by Vendors then holding
Special Shares entitling them to a majority of the Registrable
Securities issuable, subject to compliance with applicable securities
laws in such jurisdiction. In such event, the Company shall be relieved
from its obligations hereunder provided that an agreement with respect
to registration rights in Canada in form and substance satisfactory to
the Vendors is entered into between the Company and the Vendors.
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4. OBLIGATIONS OF THE VENDORS.
4.1 At least thirty (30) days prior to the first anticipated filing date of
the Registration Statement, the Company shall notify each Vendor in
writing of the information the Company requires from each such Vendor
if such Vendor elects to have any of such Vendor's Registrable
Securities included in the Registration Statement. It shall be a
condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable
Securities that each Vendor shall furnish to the Company such
information regarding itself, as shall be reasonably required to effect
the registration of such Registrable Securities and shall execute such
documents in connection with such registration as the Company may
reasonably request.
4.2 Each Vendor agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing
of the Registration Statement hereunder, unless such Vendor has
notified the Company in writing of such Vendor's election to exclude
all of such Vendor's Registrable Securities from the Registration
Statement.
5. INDEMNIFICATION AND CONTRIBUTION.
(a) IMSC shall indemnify and hold harmless each Vendor,
its directors and officers (if any), each underwriter, within
the meaning of the 1933 Act, who may purchase from or sell for
the Vendors any Registrable Securities and any person or
entity who "controls" any of the foregoing within the meaning
of the 1933 Act (each, a "Seller") from and against any and
all losses, claims, damages, liabilities and expenses
(including without limitation, amounts paid in settlement of
any litigation, commenced or threatened, or claim based upon
matters covered by the indemnities provided for in this
sentence, and expenses reasonably incurred in defending
against any such commenced or threatened litigation or
claims), joint or several, to which such Seller may become
subject which arise out of or are based on any untrue
statement or alleged untrue statement of a material fact
contained in any Registration Statement, Prospectus or other
document incident to any registration, qualification or
compliance (or in any related registration statement,
notification or the like) required to be filed or furnished by
reason of this Agreement or caused by any omission or alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages,
liabilities or expenses are caused by any such untrue
statement or omission or alleged omission based solely upon
written information furnished or required to be furnished to
IMSC by such Seller expressly for use therein.
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(b) Each Seller, severally and not jointly, shall be obligated to
indemnify IMSC, its directors and officers and each person, if
any, who "controls" IMSC within the meaning of the 1933 Act
(each, an "IMSC Affiliate"), from and against any and all
losses, claims, damages, liabilities and expenses (including,
without limitation, amounts paid in settlement of any
litigation, commenced or threatened, or claim based upon
matters covered by the indemnities provided for in this
sentence, and expenses reasonably incurred in defending
against any such commenced or threatened litigation or
claims), joint or several, to which such IMSC Affiliate may
become subject which arise out of or are based on any untrue
statement or alleged untrue statement of a material fact
contained in any Registration Statement, Prospectus or other
document incidental to any registration, qualification or
compliance (or in any written related registration statement,
notification or the like) required to be filed or furnished by
reason of this Agreement or caused by any omission or alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, based solely upon written information furnished or
required to be furnished to IMSC by a Seller expressly for use
therein, provided that the maximum liability of the Vendors
pursuant to this paragraph (b) shall be limited to the net
amount of proceeds received by the Vendors from the sale of
Registrable Securities pursuant to such Registration
Statement.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against an indemnifying party under this Section, notify
the indemnifying party in writing of the commencement thereof.
In case any such action is brought against any indemnified
party and such indemnified party seeks or intends to seek
indemnity from an indemnifying party, the indemnifying party
will be entitled to participate in, and, to the extent that it
may wish, jointly with all other indemnifying parties
similarly notified, to assume the defense thereof with counsel
reasonably satisfactory to such indemnified party; provided,
however, if the defendants in any such action include both the
indemnified party and the indemnifying party and counsel to
the indemnified party shall have reasonably concluded that
there may be a conflict between the positions of the
indemnifying party and the indemnified party in conducting the
defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties which are
different form or additional to those available to the
indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such
indemnified party of its election so to assume the defense of
such action and approval by the indemnified party of its
election so to assume the defense of such action and approval
by
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the indemnified party of counsel, the indemnifying party will
not be liable to such indemnified party under this Section for
any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed counsel
in connection with the assumption of legal defenses in
accordance with the provision of the next preceding sentence
(it being understood, however, that the indemnifying party
shall not be liable for the fees and expenses of more than one
separate counsel representing the indemnified parties who are
parties to such action) or (ii) the indemnifying party shall
not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a
reasonable time after notice of commencement of the action, in
each of which cases the fees and expenses of counsel shall be
at the expense of the indemnifying party.
(d) If the indemnification provided for in this Section is held by
a court of competent jurisdiction to be unavailable to or
otherwise insufficient to hold harmless an indemnified party
in respect of any losses, claims, damages, liabilities or
expenses referred to herein, then each applicable indemnifying
party shall contribute to the amount paid or payable by such
indemnified party as a result of any losses, claims, damages,
liabilities or expenses referred to herein in such proportion
as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or
omissions which resulted in such loss, claim, damage,
liability or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party
and the indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a
material fact relates to information supplied by the
indemnifying party or by the unindemnified party and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
6. EXPENSES OF REGISTRATION.
All expenses incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all
registration, accounting fees, and fees and disbursements of legal counsel of
the Company shall be borne by the Company.
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7. REPORTS UNDER THE 1934 ACT.
With a view to making available to the Vendors the benefits of Rule 144
promulgated under the 1933 Act or any other similar rule or regulation of the
SEC that may at any time permit the Vendors to sell securities of the Company to
the public without registration ("Rule 144"), the Company agrees to:
a. make and keep public information available, as those terms are
understood and defined in Rule 144;
b. file with the SEC in a timely manner all reports and other
documents required of the Company under the 1933 Act and the
1934 Act so long as the Company remains subject to such
requirements and the filing of such reports and other
documents is required for the applicable provisions of Rule
144; and
c. furnish to each Vendor so long as such Vendor owns Registrable
Securities promptly upon request, (i) a written statement by
the Company that is has complied with the reporting
requirements of Rule 144, the 1933 Act and the 1934 Act, (ii)
a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the
Company and, (iii) such other information as may be reasonably
requested to permit the Vendors to sell the Registrable
Securities pursuant to Rule 144 without registration.
8. AMENDMENT OF REGISTRATION RIGHTS.
Provisions of this Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and each of Donald
and Robert. Any amendment or waiver effected in accordance with this Section 8
shall be binding upon each Vendor and the Company.
9. ADDITIONAL COVENANTS.
9.1 The Company covenants and agrees to endeavour, subject to market
conditions, to have its Common Stock quoted or listed on the NASDAQ
National Market, the American Stock Exchange, the New York Stock
Exchange (or any successor thereto) or listed on The Toronto Stock
Exchange on or before May 11, 2000.
9.2 The Company covenants and agrees on or before that date which is 45
days following the date hereof to prepare and file an application for
an order of the Ontario Securities Commission pursuant to Section 74(1)
of the Securities Act (Ontario) (the "Act") exempting the Company and
the Vendors from certain registration and prospectus requirements under
the Act in connection with the various trades contemplated by the share
provisions attaching to the Special
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Shares. The expenses of such application shall be borne by the Company. The
Company agrees to provide the Vendors' counsel with drafts of such application
and proposed order for their review and comment prior to submitting same.
10. GENERAL.
a. Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered (i) upon receipt,
when delivered personally; (ii) upon receipt, the business day
following the date sent by facsimile (with receipt confirmed); (iii)
three (3) days after being sent by mail, or (iv) one (1) day after
deposit with an internationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same. The
addresses and facsimile numbers of such communications shall be:
If to the Corporation:
International Menu Solutions Corporation
350 Creditstone Road
Concord, Ontario
L4K 3Z2
Attention: Michael A. Steele
Telecopier No.: (905) 660-4585
with a copy to:
McCarter Grespan Robson Beynon
675 Riverbend Drive
Kitchener, Ontario
N2K 3S3
Attention: Thomas D. Beynon, Q.C.
Telecopier No.: (519) 742-1841
(i) if to Donald and Deborah:
RR#1
Fergus, Ontario
N1M 2W3
with a copy to:
Borden & Elliot
Scotia Plaza
40 King St. West
Toronto, Ontario
M5H 3Y4
Attention: Andrew Kingsmill
Telecopier No.: (416) 361-7087
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(ii) if to Robert and Anjela:
113 Partridge Place
Waterloo, Ontario
N2V 1S5
with a copy to:
Borden & Elliot
Scotia Plaza
40 King St. West
Toronto, Ontario
M5H 3Y4
Attention: Andrew Kingsmill
Telecopier No.: (416) 361-7087
Each party shall provide five (5) days' prior written notice to the
other party of any change in address or facsimile number.
c. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.
d. This Agreement shall be governed by and interpreted in accordance with
the laws of the Province of Ontario. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of
the remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other
jurisdiction.
e. This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof. There are no
restrictions, promises, warranties or undertakings, other than those
set forth or referred to herein, with respect to the subject matter
hereof. This Agreement supersedes all prior agreements and
understandings among the parties hereto with respect to the subject
matter hereof. For greater certainty, this Agreement overrides any
reference to registration rights in any other agreement between the
parties hereto.
f. This Agreement shall enure to the benefit and binds the parties and
their respective heirs, executors, administrators, personal and legal
representations, successors and permitted assigns. This Agreement and
the rights hereunder shall not be assigned by any of the parties of
this Agreement without the prior consent of all of the parties hereto.
g. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
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h. This Agreement may be executed (by original or facsimile signature) in
two or more counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same agreement.
i. Each party shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such
other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
IN WITNESS WHEREOF the parties hereto have executed this Registration Rights
Agreement to be executed as of date first above written.
INTERNATIONAL MENU SOLUTIONS
CORPORATION
Per /s/ illegible signature
-----------------------------------
Title: President
--------------------------------
/s/ illegible signature /s/ Donald Kilimnik
- ---------------------------------- ------------------------------------
Witness DONALD KILIMNIK
/s/ illegible signature /s/ Deborah Kilimnik
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Witness DEBORAH KILIMNIK
/s/ illegible signature /s/ Robert Curik
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Witness ROBERT CURIK
/s/ illegible signature /s/ Anjela M. Curik
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Witness ANJELA CURIK