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EXHIBIT 3.19
REGISTRATION RIGHTS AGREEMENT
AGREEMENT, dated as of July __, 2000, is made and entered into by and
among International Menu Solutions Corporation, a Nevada corporation (the
"Company"), and each of the individuals or entities listed on Schedule A hereto
that return to the Company an executed copy of this agreement (individually, a
"Holder," and collectively, the "Holders").
WITNESSETH:
WHEREAS, each Holder beneficially owns the shares or options of the
Company and/or exchangeable shares of International Menu Solutions, Inc.
("IMSI") set forth on Schedule A hereto, which securities constitute or are
exercisable and/or exchangeable for the number of shares of the Company's common
stock as set forth on Schedule A hereto (the "Shares"); and
WHEREAS, the Company is in the process of registering shares of its common
stock, par value $0.00 1 per share (the "Common Stock"), pursuant to a
registration statement on Form SB-2 (the "Registration Statement") for certain
of its stockholders; and
WHEREAS, the Company has agreed to also grant certain registration rights
with respect to the Registration Statement to the Holders of the Shares upon the
terms and subject to conditions set forth below.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
Section 1. Piggyback Registration Rights. The Company is in the process of
preparing and filing the Registration Statement under the Securities Act of
1933, as amended (the "Securities Act") with the Securities and Exchange
Commission (the "Commission"). Upon execution of this Agreement by each Holder,
the Company will cause such Holder's Shares to be included in such Registration
Statement; provided, however, that nothing herein shall prevent the Company
from, at any time, abandoning or delaying the filing of such Registration
Statement. If the Company chooses to undertake an underwritten offering of its
Common Stock in the future, the Company and underwriter(s) thereof may require
the Holders to withhold the Shares from the market for a period designated by
the underwriter(s), not to exceed 180 days.
Section 2. Registration Procedures. To effect the registration of Shares
under the Securities Act as described in Section 1 hereto, the Company will:
(a) prepare and file with the Commission a Registration Statement
with respect to such Shares, and use its best efforts to cause such
Registration Statement to become and remain effective with respect to the
Shares for such
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period as may be reasonably necessary to effect the sale of such Shares,
provided that the Company shall not be required to maintain the
effectiveness thereof for a period to exceed twenty-four months, it being
understood that if at any time the Shares of any Holder can be sold as a
block at one time under Rule 144 under the Securities Act, the Company
shall not be required to maintain the effectiveness of the Registration
Statement with respect to such Holder's Shares;
(b) prepare and file with the Commission such amendments to such
Registration Statement and supplements to the prospectus contained therein
as may be necessary to keep such Registration Statement effective for the
period provided in Section 2(a);
(c) furnish to the Holders such reasonable number of copies of the
Registration Statement, preliminary prospectus, final prospectus and such
other documents as the Holders may reasonably request in order to
facilitate the public offering of such securities;
(d) use its best efforts to register or qualify the securities
covered by such Registration Statement under such state securities or blue
sky laws of such jurisdictions as the Company agrees with holders of
pre-existing registration rights who have a right to reasonably request so
request pursuant to their respective agreements with the Company, it being
understood that the Company shall not for any purpose be required to
execute a general consent to service of process or to qualify to do
business as a foreign corporation in any jurisdiction wherein it is not so
qualified; and
(e) prepare and promptly file with the Commission and promptly
notify the Holders of the filing of such amendment or supplement to such
Registration Statement or prospectus as may be necessary to correct any
statements or omissions if, at the time when a prospectus relating to such
securities is required to be delivered under the Securities Act, any event
shall have occurred as the result of which any such prospectus or any
other prospectus as then in effect would include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances in which they were
made, not misleading.
Section 3. Holder Obligations. In connection with any Registration
Statement filed pursuant to this Agreement, the Holder shall:
(a) furnish the Company with such information regarding the Holder
and pertinent to the disclosure requirements relating to the registration
and the distribution of such securities as the Company may from time to
time reasonably request in writing; and
(b) deliver prospectuses in connection with sales as required under
the Securities Act and upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(e) hereof,
forthwith discontinue
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disposition of the Shares pursuant to the prospectus or Registration
Statement covering such Shares until the Holder shall have received copies
of the supplemented or amended prospectus contemplated by Section 3(e)
hereof, and, if so directed by the Company, the Holder shall deliver to
the Company (at the Company's expense) all copies, other than permanent
file copies then in the Holder's possession, of the prospectus covering
the Shares current at the time of receipt of such notice.
Section 4. Expenses. With respect to the registration of shares pursuant
to Section 1, the Company shall bear the following fees, costs and expenses: all
registration, filing and NASD fees, printing expenses, fees and disbursements of
counsel and accountants for the Company, all internal Company expenses, the
premiums and other costs of policies of insurance against liability arising out
of the public offering, and all legal fees and disbursements and other expenses
of complying with state securities or blue sky laws of any jurisdictions in
which the securities to be offered are to be registered or qualified. Fees and
disbursements of counsel and accountants for the Holders, brokerage fees and
transfer taxes for the Holders and any other expenses incurred by the Holders
not expressly included above shall be borne by the Holders.
Section 5. Indemnification. In the event that any Shares owned by the
Holder are included in the Registration Statement under Section 1:
(a) The Company will indemnify and hold harmless the Holder from and
against any and all loss, damage, liability, cost and expense to which the
Holder may become subject under the Securities Act or otherwise, insofar
as such losses, damages, liabilities, costs or expenses are caused by any
untrue statement or alleged untrue statement of any material fact
contained in such Registration Statement, any prospectus contained therein
or any amendment or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light
of the circumstances in which they were made, not misleading; provided,
however, that the Company will not be liable in any such case to the
extent that any such loss, damage, liability, cost or expense arises out
of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with information
furnished by the Holder.
(b) Each Holder will indemnify and hold harmless the Company from
and against any and all loss, damage, liability, cost or expense to which
the Company may become subject under the Securities Act or otherwise,
insofar as such losses, damages, liabilities, costs or expenses are caused
by (i) the failure of any Holder to comply with the provisions of Section
3(b) hereof, or (ii) any untrue or alleged untrue statement of any
material fact contained in such Registration Statement, any prospectus
contained therein or any amendment or supplement thereto, or arise out of
or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary
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to make the statements therein, in light of the circumstances in which
they were made, not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was so made in reliance upon and in strict
conformity with information furnished by the Holder.
(c) Promptly after receipt by an indemnified party pursuant to the
provisions of paragraph (a) or (b) of this section of notice of the
commencement of any action involving the subject matter of the foregoing
indemnity provisions, such indemnified party will, if a claim thereof is
to be made against the indemnifying party pursuant to the provisions of
said paragraph (a) or (b), promptly notify the indemnifying party of the
commencement thereof; but the omission to so notify the indemnifying party
will not relieve it from any liability which it may have to any
indemnified party otherwise than hereunder. In case such action is brought
against any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party shall have the right to
participate in, and, to the extent that it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party; provided,
however, if the defendants in any action include both the indemnified
party and the indemnifying party and there is a conflict of interest which
would prevent counsel for the indemnifying party from also representing
the indemnified party, the indemnified party or parties shall have the
right to select separate counsel to participate in the defense of such
action on behalf of such indemnified party or parties. After notice from
the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party will not be liable to
such indemnified party pursuant to the provisions of paragraph (a) or (b)
for any legal or other expense subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs
of investigation, unless (i) the indemnified party shall have employed
counsel in accordance with the proviso of the preceding sentence, (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable
time after the notice of the commencement of the action, or (iii) the
indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party.
Section 6. Notices. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given when personally delivered or
three days after being mailed by first class mail, return receipt requested, or
when receipt is acknowledged, if sent by facsimile, telecopy or other electronic
transmission device. Notices, demands and communications to the Company and the
Holders will, unless another address is specified in writing, be sent to the
address indicated below:
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Notices to the Company:
International Menu Solutions Corporation
000 Xxxxxx Xxxxx Xxxx, Xxxx 000
Xxxxxxx, Xxxxxxx, Xxxxxx
X0X 372
Attn:
Fax:
With copies to:
McCarter, Grespan, Xxxxxx, Xxxxxx Xxxxxxxx LLP
000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx, Xxxxxx
X0X 0X0
Attn: Xxxxxx Xxxxxx, Esq.
Fax: (000) 000-0000
Xxxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxxx, Esq.
Fax: (000) 000-0000
Notices to the Holders:
To the addresses set forth
On Schedule A
If notice is given pursuant to this Section 5 of any assignment to the permitted
successor or assignee of a party hereto, the notice shall be given as set forth
above to such successor or the assignee of such party.
Section 7. Entire Agreement; Assignability. This Agreement represents the
entire agreement and understanding between the Company and the other parties to
this Agreement in respect of the subject matter contained herein. There are no
restrictions, promises, warranties, or undertakings, other than those set forth
or referred to herein, with respect to the registration rights granted by the
Company with respect to the Shares. This Agreement supersedes all prior
agreements and understandings between the parties with respect to the subject
matter of this Agreement. Rights in this Agreement may not be assigned by any
Holder without the prior written consent of the Company.
Section 8. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York (other
than its rules of conflicts of law to the extent the application of the laws of
another jurisdiction would be required thereby).
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Section 9. Severability. If any provision of this Agreement or the
application thereof to any person or circumstances is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to persons or
circumstances other than those as to which it has been held invalid or
unenforceable, shall remain in full force and effect and shall in no way be
affected impaired or invalidated thereby, so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party. Upon such determination, the parties shall negotiate in
good faith in an effort to agree upon a suitable and equitable substitute
provision to effect the original intent of the parties.
Section 10. Miscellaneous. The headings in this Agreement are for purposes
of reference only and shall not limit or otherwise affect the meaning of this
Agreement. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which, when taken together,
shall constitute one and the same instrument.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
INTERNATIONAL MENU SOLUTIONS
CORPORATION
By:_____________________________________
Name:
Title:
THE HOLDER:
By:_____________________________________
Name:
Title:
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SCHEDULE A
Securities Exercisable
or Exchangeable for No. of Shares of
Shareholders/Addresses Common Stock Common Stock
---------------------- ---------------------- ----------------
1254859 Ontario Limited
000 Xxxxx Xxxxx 1,513,712 Class X
Xxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 of IMSI 1,513,712
First Marathon Securities Limited, in trust
for Xxxxxxx Xxxxxxxx
c/o Xxxxxx Xxxxxxxx Capital Corporation
000 Xxxx Xxxxxx Xxxx, Xxxxx 000 40,000 Class X 40,000
Xxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 of IMSI
First Marathon Securities Limited, in trust
for Xxxxxx X. Xxxxxxxx
c/o Xxxxxx Xxxxxxxx Capital Corporation
000 Xxxx Xxxxxx Xxxx, Xxxxx 000 40,000 Class X 40,000
Xxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 of IMSI
X.X. Xxxxxx
000 Xxxx Xxxxx Xxxxx Xxxx 60,000 options
Xxxxxxx, Xxxxxxx, Xxxxxx of IMSC 60,000
Xxxxxx X. Xxxxxx, in Trust
c/o McCarter, Grespan, Xxxxxx, 6,000
Xxxxxx Xxxxxxxx LLP
000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx, Xxxxxx 24,000 Class X 24,000
X0X 0X0 of IMSI
Xxxxxxx Xxxxxx
000 Xxxxx Xxxxx 500,000 options
Xxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 of IMSC 500,000
Xxx Xxxxxxxx
00 Xx. Xxxxx Xxxxxx Xxxx 60,000 options
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 of IMSC 60,000
Alrae Investments Inc. 191,858
00 Xxxxxxxxxxx Xxxxx 95,930 Class X
Xxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 of IMSI 95,930
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Xxxxxxxxx Xxx 103,308
00 Xxxxxxxx Xxxxx 51,654 Class X
Xxxxxx, Xxxxxxx, Xxxxxx X00 0X0 of IMSI
51,654
Xxxxx Xxxxxxxxx
00 Xxxxxx Xxxxx 5,000 Class X
Xxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 of IMSI 5,000
Xxxxxx Xxxxxxx
__________________________________ 24,000 Class X 24,000
__________________________________ of IMSI
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