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EXHIBIT 4
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of September 25, 2000, by and between INTERTAPE POLYMER GROUP
INC., a Canadian corporation ("IPG"), and OLYMPIAN TAPE SALES, INC., a Georgia
corporation (the "Stockholder").
WHEREAS, pursuant to an acquisition agreement entered into with IPG and
its affiliate, UTC Acquisition Corp. (the "Acquisition Agreement"), the
Stockholder has received on the date hereof shares of common stock, without par
value, of IPG ("Common Stock"); and
WHEREAS, in order to induce the Stockholder to enter into the
Acquisition Agreement, IPG has agreed to provide registration rights on the
terms set forth in this Agreement for the benefit of the Stockholder;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. Definitions. The following capitalized terms shall have the meanings
assigned to them in this Section 1 or in the parts of this Agreement referred to
below:
Code: the Internal Revenue Code of 1986, as amended, and any successor
thereto.
Commission: the Securities and Exchange Commission, and any successor
thereto.
Demand Registration: as defined in Section 3.
Effective Time: as defined in Section 3.
Exchange Act: the Securities Exchange Act of 1934, as amended, and any
successor thereto, and the rules and regulations thereunder.
Exempt Offering: as defined in Section 2.
Registrable Common: shares of Common Stock that were issued to the
Stockholder pursuant to the Acquisition Agreement, and any additional shares of
Common Stock issued or distributed in respect of any other shares of Registrable
Common by way of a stock dividend or distribution or stock split or in
connection with a combination of shares, recapitalization, reorganization,
merger, consolidation or otherwise. For purposes of this Agreement, shares of
Registrable Common will cease to be Registrable Common when and to the extent
that (i) a registration statement covering such shares has been declared
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effective under the Securities Act and such shares have been disposed of
pursuant to such effective registration statement, (ii) such shares are sold
pursuant to Rule 144 or (iii) such shares have been otherwise transferred to a
person or entity other than the Stockholder, other than pursuant to Section 11
hereof.
Registration Notice: as defined in Section 2.
Rule 144: Securities Act Rule 144 (or any similar or successor
provision under the Securities Act).
Securities Act: the Securities Act of 1933, as amended and any
successor thereto, and the rules and regulations thereunder.
2. Piggyback Registration Rights. At any time before December 31, 2001,
whenever IPG proposes to register any Common Stock under the Securities Act,
other than a registration relating to the offering or issuance of shares in
connection with (i) employee compensation or benefit plans, or (ii) one or more
acquisition transactions under a Registration Statement on Form S-4 under the
Securities Act (or a successor to Form S-4) (any such offering or issuance being
an "Exempt Offering"), IPG will give the stockholder written notice of its
intent to do so (a "Registration Notice") at least 20 days prior to the filing
of the related registration statement with the Commission. Such notice shall
specify the approximate date on which IPG proposes to file such registration
statement and shall contain a statement that the Stockholder is entitled to
participate in such offering and shall set forth the number of shares of
Registrable Common (as hereinafter defined) that represents the best estimate of
the lead managing underwriter, if the offering is a firm commitment
underwriting, that will be available for sale by the holders of Registrable
Common in the proposed offering; provided, however, that all of the Registrable
Common proposed to be sold by Stockholder will be included in the registration
statement if the offering is not a firm commitment underwriting. If IPG shall
have delivered a Registration Notice, Stockholder shall be entitled to offer and
sell shares of Registrable Common therein only to the extent provided in this
Section 2. If Stockholder desires to participate in an offering it shall notify
IPG at least ten (10) days prior to the date IPG reasonably believes it will
file its registration statement of the aggregate number of shares of Registrable
Common that Stockholder then desires to sell in the offering; provided, however,
if the Registrable Common is to be sold in a firm commitment underwriting,
Stockholder will so notify IPG no later than twenty(20) days after receipt of
the Registration Notice, so long as such date is at least ten (10) days prior to
the date IPG reasonably believes it will file its registration statement. The
Stockholder desiring to participate in such public offering may include shares
of Registrable Common in the registration statement relating to the offering to
the extent that the inclusion of such shares shall not reduce the number of
shares of Common Stock to be offered and sold by IPG to be included therein. If
the lead managing underwriter selected by IPG for a public offering (or, if the
offering is not underwritten, a financial advisor to IPG) determines that
marketing factors require a limitation on the number of shares of Registrable
Common to be offered and sold in such offering, there shall be included in the
offering only that number of shares of Registrable Common, if any, that such
lead managing underwriter or financial advisor, as the case may be, reasonably
and in good faith believes will not jeopardize the success of the offering,
provided that if the lead managing
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underwriter or financial advisor, as the case may be, determines that marketing
factors require a limitation on the number of shares of Registrable Common to be
offered and sold as aforesaid and so notifies IPG in writing, the number of
shares of Registrable Common to be offered and sold by holders having
contractual registration rights with IPG and desiring to participate in the
offering shall be allocated among such holders on a pro rata basis based on
their holdings of Registrable Common.
3. Demand Registration Rights. At any time after the date of this
Agreement, Stockholder may request in writing that after May 15, 2001 and before
September 30, ▇▇▇▇, ▇▇▇ file a registration statement under the Securities Act
covering the registration of all of the shares of Registrable Common then held
by such Stockholder (a "Demand Registration"). After receipt of such request,
IPG shall use its best efforts to effect as soon as practicable the registration
under the Securities Act in accordance with Section 4 hereof (including without
limitation, the execution of an undertaking to file post-effective amendments)
of all shares of Registrable Common which the Stockholder requests be registered
within 30 days after the mailing of such notice; provided however, that (i) IPG
shall not be obligated to effect a Demand Registration if it is not eligible to
use Form S-3 or comparable Form F-3 for a foreign private issuer under the
Securities Act, and (ii) IPG shall be obligated to effect only one Demand
Registration pursuant to this Section 3. In connection with a Demand
Registration, the Stockholder, in its sole discretion, shall determine whether
(a) to proceed with, withdraw from or terminate such offering, (b) to select,
subject to the approval of IPG (which approval shall not be unreasonably
withheld), a managing underwriter or underwriters to administer such offering,
(c) to enter into an underwriting agreement for such offering and (d) to take
such actions as may be necessary to close the sale of Registrable Common
contemplated by such offering, including, without limitation, waiving any
condition to closing such sale that may not have been fulfilled. In the event
the Stockholder exercises its discretion under this paragraph to terminate a
proposed Demand Registration, the terminated Demand Registration shall not
constitute the Demand Registration under this Section 3, if the determination to
terminate such Demand Registration (i) follows the exercise by IPG of any of its
rights provided by the last two paragraphs of this Section 3 or (ii) results
from a material adverse change in the condition (financial or other), results of
operations or business of the Company. Notwithstanding the foregoing, a
registration will not count as the Demand Registration under this Section 3
until such registration has become effective and unless the Stockholder is able
to register and sell at least 75% of the shares of Registrable Common requested
by it to be included in such registration.
Notwithstanding the preceding paragraph, if IPG shall furnish to the
Stockholder a certificate signed by the President of IPG stating that, in the
good faith judgment of the Board of Directors of IPG, it would be detrimental to
IPG and its stockholders if such registration statement were to be filed and it
is therefore beneficial to defer the filing of such registration statement, IPG
shall have the right to defer such filing for a period of not more than 90 days
after receipt of the request of the Stockholder. IPG shall promptly give notice
to the holders of Registrable Common at the end of any delay period under this
paragraph.
Notwithstanding the preceding two paragraphs, if at the time of any
request by the Stockholder for a Demand Registration, the Board of Directors of
IPG has at a meeting duly held, approved the filing within 90 days after
Stockholder's request of a registration statement in connection with the sale of
any of its
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securities in a public offering under the Securities Act (other than an Exempt
Offering), no Demand Registration shall be initiated under this Section 3 until
90 days after the effective date of such registration unless IPG is no longer
proceeding diligently to effect such registration, in which case the request for
Demand Registration shall be promptly fulfilled; provided that IPG shall provide
the Stockholder the right to participate in such public offering pursuant to,
and subject to, Section 2 hereof.
4. Registration Procedures. In connection with registrations under
Sections 2 and 3 hereof, and subject to the terms and conditions contained
therein, IPG shall (a) use its best efforts to prepare and file with the
Commission as soon as reasonably practicable, a registration statement with
respect to the Registrable Common and use its best efforts to cause such
registration to promptly become and remain effective for a period of at least
180 days (or such shorter period during which Stockholder shall have sold all
Registrable Common which it requested to be registered); provided, however, that
such 180-day period shall be extended for a period equal to the period that the
Stockholder agrees to refrain from selling any securities included in such
registration in accordance with Section 8 hereof; (b) prepare and file with the
Commission such amendments (including post-effective amendments) to such
registration statement and supplements to the related prospectus to
appropriately reflect the plan of distribution of the securities registered
thereunder until the completion of the distribution contemplated by such
registration statement or for so long thereafter as a dealer is required by law
to deliver a prospectus in connection with the offer and sale of the shares of
Registrable Common covered by such registration statement and/or as shall be
necessary so that neither such registration statement nor the related prospectus
shall contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and so that such registration statement and the related
prospectus will otherwise comply with applicable legal requirements; (c) provide
to the Stockholder and its counsel an opportunity to review and provide comments
with respect to such registration statement (and any post-effective amendment
thereto) prior to such registration statement (or post- effective amendment)
becoming effective; (d) use its best efforts to register and qualify the
Registrable Common covered by such registration statement under applicable
securities or "Blue Sky" laws of Georgia for the distribution of the Registrable
Common; (e) take such other actions as are reasonable and necessary to comply
with the requirements of the Securities Act; (f) furnish such number of
prospectuses (including preliminary prospectuses) and documents incident thereto
as Stockholder from time to time may reasonably request; (g) provide to
Stockholder, and to any attorney, accountant or other agent retained by the
Stockholder or managing underwriter, reasonable access to appropriate officers
and directors of IPG to ask questions and to obtain information reasonably
requested by the Stockholder, managing underwriter, attorney, accountant or
other agent in connection with such registration statement or any amendment
thereto; provided, however, that (i) in connection with any such access or
request, any such requesting persons shall cooperate to the extent reasonably
practicable to minimize any disruption to the operation by IPG of its business
and (ii) any records, information or documents shall be kept confidential by
such requesting persons, unless (A) such records, information or documents are
in the public domain or otherwise publicly available or (B) disclosure of such
records, information or documents is required by court or administrative order
or by applicable law (including, without limitation, the Securities Act); (h)
notify each Stockholder and any managing underwriters participating in the
distribution pursuant to such registration statement promptly (i) when IPG
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is informed that such registration statement or any post-effective amendment to
such registration statement becomes effective, (ii) of any request by the
Commission for an amendment or any supplement to such registration statement or
any related prospectus, (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of such registration statement or of any
order preventing or suspending the use of any related prospectus or the
initiation or threat of any proceeding for that purpose, (iv) of the suspension
of the qualification of any shares of Registrable Common included in such
registration statement for sale in any jurisdiction or the initiation or threat
of a proceeding for that purpose, (v) of any determination by IPG that any event
has occurred which makes untrue any statement of a material fact made in such
registration statement or any related prospectus or which requires the making of
a change in such registration statement or any related prospectus in order that
the same will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (vi) of the completion of the distribution
contemplated by such registration statement if it relates to an offering by IPG;
(i) in the event of the issuance of any stop order suspending the effectiveness
of such registration statement or of any order suspending or preventing the use
of any related prospectus or suspending the qualification of any shares of
Registrable Common included in such registration statement for sale in any
jurisdiction, use its best efforts to obtain its withdrawal; (j) otherwise use
its best efforts to comply with all applicable rules and regulations of the
Commission, and make available to its security holders, as soon as reasonably
practicable, but not later than fifteen months after the effective date of such
registration statement, an earnings statement covering the period of at least
twelve months beginning with the first full fiscal quarter after the effective
date of such registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act; (k) use reasonable diligence
to cause all shares of Registrable Common included in such registration
statement to be listed on the Securities exchange (including, for this purpose,
the New York Stock Exchange) or such exchange which the Common Stock is then
listed at the initiation of IPG; (1) use reasonable diligence to obtain an
opinion from legal counsel (which may include the General Counsel of IPG) in
customary form and covering such matters of the type customarily covered by
opinions as the underwriters, if any, may reasonably request; (m) provide a
transfer agent and registrar for all such Registrable Common not later than the
effective date of such registration statement; (n) enter into such customary
agreements (including an underwriting agreement in customary form) as the
underwriters, if any, may reasonably request in order to expedite or facilitate
the disposition of such shares of Registrable Common; and (o) use reasonable
diligence to obtain consents to the use of financial statements and a "comfort
letter" from IPG's independent public accountants in customary form and covering
such matters of the type customarily covered by comfort letters as the
underwriters, if any, may reasonably request. As used in this Section 4 and
elsewhere herein, the term "underwriters" does not include the Stockholder.
5. Underwriting Agreement. In connection with each registration pursuant
to Sections 2 and 3 covering an underwritten registered public offering, IPG and
the Stockholder agree to enter into a written agreement with the managing
underwriter in such form and containing such provisions as are customary in the
securities business for such an arrangement between such underwriter and
companies of IPG's size and investment stature, including provisions for
indemnification by IPG and Stockholder as more fully described in Section 12
hereof.
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6. Availability of Rule 144. Notwithstanding anything contained herein to
the contrary, (including Sections 2 and 3 hereof), IPG shall not be obligated to
register shares of Registrable Common held by Stockholder when the resale
provisions of Rule 144(k) are available to such Stockholder or such Stockholder
is otherwise entitled to sell the shares of Registrable Common held by it in a
brokerage transaction without registration under the Securities Act and without
limitation as to volume or manner of sale or both.
7. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may permit the sale of the
shares of Registrable Common held by the Stockholder to the public without
registration, IPG agrees to:
(a) make and keep public information available (as those terms are
understood and defined in Rule 144) at all times from and after 90 days
following the effective date of the registration statement;
(b) use its best efforts to file with the Commission in a timely manner
all reports and other documents required of IPG under the Securities Act and the
Exchange Act at any time that it is subject to such reporting requirements; and
(c) so long as Stockholder owns any shares of Registrable Common,
furnish to the Stockholder forthwith upon request a written statement by IPG as
to its compliance with the reporting requirements of Rule 144, the Securities
Act and the Exchange Act (at any time that it is subject to such reporting
requirements), a copy of the most recent annual or quarterly report of IPG, and
such other reports and documents filed in accordance with such reporting
requirements as a Stockholder may reasonably request in availing itself of any
rule or regulation of the Commission allowing a Stockholder to sell any such
securities without registration; and
(d) if required by the transfer agent and registrar for the Common
Stock, use reasonable diligence to obtain an opinion from legal counsel (which
may include the General Counsel of IPG) addressed to such transfer agent and
registrar, with respect to any sale of shares of Registrable Common pursuant to
Rule 144 (or, at the option of IPG, pay the reasonable fees and expenses of
legal counsel retained by a Stockholder to provide such an opinion).
8. Market Standoff.
(a) In consideration of the granting to Stockholder of the registration
rights pursuant to this Agreement, Stockholder agrees that, for so long as
Stockholder holds shares of Registrable Common, except as permitted by Sections
2 and 3 hereof, Stockholder will not sell, transfer or otherwise dispose of,
including without limitation through put or short sale arrangements, shares of
Common Stock in the ten days prior to the effectiveness of any registration
(other than relating to an Exempt Offering) of Common Stock for sale to the
public and, if required by the managing underwriter, for up to 90 days following
the effectiveness of such registration.
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(b) Except for Exempt Offerings or in connection with the acquisition
by IPG of another company or business, IPG shall not offer to sell or sell any
shares of capital stock of IPG during the 90-day period immediately following
the commencement of an underwritten public offering of shares of Registrable
Common pursuant to a Demand Registration.
9. Registration Expenses. All expenses incurred in connection with any
registration, qualification and compliance under this Agreement (including,
without limitation, all registration filing, qualification, legal, printing and
accounting fees) shall be borne by IPG. All underwriting commissions and
discounts applicable to shares of Registrable Common included in the
registrations under this Agreement shall be borne by the holders of the
securities so registered pro rata on the basis of the number of shares so
registered. Subject to the foregoing, all expenses incident to IPG's performance
of or compliance with this Agreement, including, without limitation, all filing
fees, fees and expenses of compliance with securities or Blue Sky laws
(including, without limitation, fees and disbursements of counsel in connection
with Blue Sky qualifications of the Registrable Common), printing expenses,
messenger and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of IPG's officers and employees performing
legal or accounting duties), the fees and expenses applicable to shares of
Registrable Common included in connection with the listing of the securities to
be registered on each securities exchange (including, for this purpose, the New
York Stock Exchange) on which similar securities issued by IPG are then listed
at the initiation of IPG, registrar and transfer agents' fees and fees and
disbursements of counsel for IPG and its independent certified public
accountants, securities act liability insurance of IPG and its officers and
directors (if IPG elects to obtain such insurance), the fees and expenses of any
special experts retained by IPG in connection with such registration and fees
and expenses of other persons retained by IPG and incurred in connection with
each registration hereunder (but not including, without limitation, any
underwriting fees, discounts or commissions attributable to the sale of
Registrable Common, fees and expenses of counsel and any other special experts
retained by the holders of Registrable Common in connection with a registration
required hereunder, and transfer taxes, if any), will be borne by IPG.
10. Participation in Underwritten Registrations. The Stockholder shall not
participate in any underwritten registration hereunder unless it (a) agrees to
sell such holder's securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, custody agreements, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangements.
11. Indemnification and Contribution.
(a) Indemnification by IPG. To the extent permitted by law, IPG agrees
to indemnify and hold harmless Stockholder, its directors and officers, from and
against any and all losses, claims, damages, liabilities and expenses (including
reasonable legal expenses) arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement or prospectus relating to the Registrable Common or in any amendment
or supplement thereto or in any related
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preliminary prospectus, or arising out of or based upon 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 arise out of, or are based
upon, any such untrue statement or omission or allegation thereof based upon
information furnished in writing to IPG by such Stockholder, its directors and
officers, or on such Stockholder's behalf expressly for use therein. In
connection with an underwritten offering of shares of Registrable Common, IPG
will indemnify any underwriters of the Registrable Common, their partners,
officers and directors and each person who controls such underwriters (within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act) on substantially the same basis as that of the indemnification of
the Stockholder provided in this Section 11 (a). Notwithstanding the foregoing,
IPG's indemnification obligations with respect to any preliminary prospectus
shall not inure to the benefit of any Stockholder or underwriter with respect to
any loss, claim, damage, liability (or actions in respect thereof) or expense
arising out of or based on any untrue statement or alleged untrue statement or
omission or alleged omission to state a material fact in such preliminary
prospectus, in any case where (i) a copy of the prospectus used to confirm sales
of shares of Registrable Common was not sent or given to the person asserting
such loss, claim damage or liability at or prior to the written confirmation of
the sale to such person and (ii) such undue statement or alleged untrue
statement or omission or alleged omission was corrected in such prospectus.
(b) Conduct of Indemnification Proceedings. Promptly after receipt by
Stockholder of notice of any claim or the commencement of any action or
proceeding brought or asserted against Stockholder in respect of which indemnity
may be sought from IPG, Stockholder shall notify IPG in writing of the claim or
the commencement of that action or proceeding; provided, however, that the
failure to so notify IPG shall not relieve IPG from any liability that it may
have to the Stockholder otherwise than pursuant to the indemnification
provisions of this Agreement. If any such claim or action or proceeding shall be
brought against Stockholder and Stockholder shall have duly notified IPG
thereof, IPG shall have the right to assume the defense thereof, including the
employment of counsel. Stockholder shall have the right to employ separate
counsel in any such action and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of Stockholder unless
(i) IPG has agreed to pay such fees and expenses or (ii) the named parties to
any such action or proceeding include both such Stockholder and IPG, and
Stockholder shall have been advised by counsel that there may be one or more
legal defenses available to Stockholder which are different from or additional
to those available to IPG, in which case, if Stockholder notifies IPG in writing
that it elects to employ separate counsel at the expense of IPG, IPG shall not
have the right to assume the defense of such action or proceeding on behalf of
Stockholder; it being understood, however, that IPG shall not, in connection
with any one such action or proceeding or separate but substantially similar or
related actions or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one firm of attorneys (together with appropriate local counsel) at any
time for Stockholder. IPG shall not be liable for any settlement of any such
action or proceeding effected without IPG's written consent.
(c) Indemnification by Stockholder. In connection with any registration
in which a Stockholder is participating, Stockholder will furnish to IPG in
writing such information and affidavits as IPG reasonably
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requests for use in connection with any related registration statement or
prospectus. Stockholder agrees to indemnify and hold harmless IPG, its directors
and officers who sign the registration statement relating to shares of
Registrable Common offered by Stockholder and each person, if any, who controls
IPG within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the foregoing indemnity from IPG to
Stockholder, but only with respect to information concerning Stockholder
furnished in writing by Stockholder or on Stockholder's behalf expressly for use
in any registration statement or prospectus relating to shares of Registrable
Common offered by Stockholder, or any amendment or supplement thereto, or any
related preliminary prospectus. In case any action or proceeding shall be
brought against IPG or its directors or officers, or any such controlling
person, in respect of which indemnity may be sought against Stockholder,
Stockholder shall have the rights and duties given to IPG, and IPG or its
directors or officers or such controlling persons shall have the rights and
duties given to Stockholder, by the preceding paragraph. Stockholder also agrees
to indemnify and hold harmless any underwriters of the Registrable Common, their
partners, officers and directors and each person who controls such underwriters
(within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act) on substantially the same basis as that of the indemnification
of IPG provided in this Section 11 (c). Notwithstanding anything to the contrary
herein, in no event shall the amount paid or payable by any Stockholder under
this Section 12 (c) exceed the amount of proceeds received by Stockholder from
the offering of the Registrable Common.
(d) Contribution. If the indemnification provided for in this Section
11 is unavailable to any indemnified party in respect of any losses, claims,
damages, liabilities or expenses referred to herein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities and expenses in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and the indemnified
parties in connection with the actions that resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and indemnified
parties shall be determined by reference to, among other things whether any
action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnified party or indemnified parties and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action. IPG and the Stockholders agree that it would not
be just and equitable if contribution pursuant to this Section 11 (d) were
determined by pro rata allocation or by any other method of allocation that does
not take account of the equitable considerations referred to in this Section 11
(d). No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. If
indemnification is available under this Section 11, the indemnifying parties
shall indemnify each indemnified party to the full extent provided in Sections
11 (a) and (c) without regard to the relative fault of said indemnifying party
or indemnified party or any other equitable consideration provided for in this
Section 11 (d).
12. Transfer of Registration Rights: Additional Grants of Registration
Rights. The registration rights provided to the Stockholder under Sections 2 and
3 hereof may not be transferred to any other person or
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entity, except (i) pursuant to the laws of descent and distribution or (ii) to
the current stockholders of the Stockholder in the event of a liquidation of
Stockholder; provided that such transferees are bound by and subject to the
terms and conditions contained herein and that A. ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be the
purchaser representative for all such stockholders and have the sole right to
exercise the registration rights granted herein. Nothing herein shall limit the
ability of IPG to grant to any person or entity any registration or similar
rights in the future with respect to Common Stock or other securities of IPG.
13. Miscellaneous.
(a) Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless IPG has obtained the written consent of the Stockholder.
(b) Notices. All notices and other communications provided for or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally or sent by fax or telecopy, or registered or
certified mail (return receipt requested), postage prepaid, or courier to the
parties at the following addresses (or at such other address for any party as
shall be specified by like notice), provided that notices of a change of address
shall be effective only upon receipt hereof. Notices sent by mail shall be
effective when answered back, notices sent by telecopier shall be effective when
receipt is acknowledged, and notices sent by courier guaranteeing next day
delivery shall be effective on the next business day after timely delivery by
the courier. Notices shall be sent to the following addresses:
(i) if to Stockholder, at the following address:
A. ▇▇▇▇▇▇ ▇▇▇▇▇▇, President
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a mandatory copy to:
R. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
11
(ii) if to IPG, at the following address:
Intertape Polymer Group Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
with a mandatory copy to:
▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
(c) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
subsequent holders of the Registrable Securities.
(d) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(e) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED WHOLLY WITHIN THAT STATE.
(g) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way be impaired
thereby, it being intended that all the rights and privileges of the Stockholder
shall be enforceable to the fullest extent permitted by law.
(h) Entire Agreement; Termination. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. This Agreement
12
supersedes all prior agreements and understandings between the parties with
respect to such subject matter. This Agreement and this Section 12 shall
terminate and be of no further force or effect on December 31, 2001.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
IPG:
INTERTAPE POLYMER GROUP INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CFO
Secretary, Treasurer, VP Administration
STOCKHOLDER:
OLYMPIAN TAPE SALES, INC.
By: /s/ A. ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
A. ▇▇▇▇▇▇ ▇▇▇▇▇▇, President
