EXHIBIT 3
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "REGISTRATION AGREEMENT") is made
and entered into as of July 16, 1997, by and between The Kafus Capital
Corporation, a British Columbia Corporation (the "Company") and the person(s)
listed on the signature pages to this Registration Agreement (the "Purchaser").
RECITALS
WHEREAS, the Company and the Purchaser are parties to a Subscription
Agreement of even date herewith (the "Subscription Agreement"), pursuant to
which the Company shall issue and sell to the Purchasers, and the Purchasers
shall purchase from the Company, Shares, and Warrants and Additional Warrants to
acquire shares of Common Stock, as more particularly described therein.
Capitalized terms used but not otherwise defined in this Registration Agreement
shall have the meanings given to such terms in the Subscription Agreement.
WHEREAS, the Purchaser desires that the Company register the Registerable
Securities for resale upon the terms and subject to the conditions set forth in
this Registration Agreement.
WHEREAS, the execution and delivery of this Registration Agreement is a
condition precedent to the Purchaser's obligations under the Subscription
Agreement.
NOW, THEREFORE, the parties hereto, intending legally to be bound, hereby
agree as follows:
1. DEFINITIONS.
As used in this Registration Agreement, the following terms shall have the
meanings ascribed to them below:
(a) "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control," when used with respect to any Person,
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise, and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
(b) "Applicable Rate" shall mean 1.5% monthly with respect to the first
month and 2% monthly for each subsequent month, until the Registration Statement
shall become effective.
(c) "Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday
that is not a day on which banking institutions in the City of New York, New
York or Toronto, Ontario are required by law, regulation or executive order to
close.
(d) "Holder" shall mean the Purchaser and any other Person who has become a
Permitted Transferee pursuant to Section 9(c).
(e) "Registrable Securities" means (v) the Shares, (w) the Conversion
Shares, (x) the Warrant Shares, (y) all other shares of Common Stock purchased,
acquired or received from any Person by the Purchaser and its Affiliates (or
which they shall have the right to purchase or acquire) pursuant to or in
connection with the purchase of the Securities or the transactions contemplated
by the Subscription Agreement and (z) any securities issued or issuable in
respect of or in exchange for any of the shares of Common Stock referred to in
clauses (v) through (y) above by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, reclassification,
merger, consolidation, or exchange offer ("Distribution Securities"). For
purposes of this Registration Agreement, a Registrable Security ceases to
constitute a Registrable Security hereunder (i) when such Registrable Security
shall have been effectively registered under the Securities Act and disposed of
in a public market transaction pursuant to a Registration Statement, (ii) when
such Registrable Security shall have been sold pursuant to Rule 144 (or any
successor provision) under the Securities Act, (iii) when such Registrable
Security shall have been otherwise transferred and a new certificate for such
Registrable Security not bearing a legend restricting further transfer shall
have been delivered by the Company, (iv) with respect to a
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particular Holder, at any time when all of such Holder's remaining Registrable
Securities can be sold in a single transaction in compliance with Rule 144 under
the Securities Act, (v) on the third anniversary of the original issuance date
of such Registrable Security, provided that the Holder of such Registerable
Security is not an Affiliate of the Company as of such date, and has not been an
Affiliate of the Company for a period of three months preceding such date, or
(vi) when such Registrable Security shall have ceased to be outstanding.
(f) "Registration Statement" shall have the meaning set forth in Section 2.
(g) "Registration Termination Date" means, the first date on which all
Conversion Shares and all Warrant Shares (and any Distribution Securities with
respect thereto) cease to be Registrable Securities.
(h) "Securities Act" means the Securities Act of 1933, as amended.
(i) "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(j) "SEC" means the United States Securities Exchange Commission, or any
successor agency thereto.
Other capitalized terms shall have the meanings ascribed to them in the
other sections of this Registration Agreement or in the Subscription Agreement
if not defined herein.
2. SHELF REGISTRATION.
(a) Effective Registration. As soon as practicable, but in any event
within ninety (90) days following the Closing Date under the Subscription
Agreement, the Company shall file with the SEC under the Securities Act a
Registration Statement on Form F-1 ("Registration Statement"), or on such other
registration form under the Securities Act as the Company shall deem
appropriate, covering the sale by the Holders on a continuous or delayed basis
pursuant to Rule 415 thereunder (or any similar rule that may be adopted by the
SEC) of (i) the Conversion Shares and (ii) the Warrant Shares. The Company
shall use its best
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efforts to cause each Registration Statement to be declared effective on or
prior to the one hundred and fiftieth (150th) day following the Closing Date and
shall thereafter keep such Registration Statement continuously effective until
the Registration Termination Date.
(b) Delay in Effectiveness. In the event any Registration Statement is not
declared effective by the SEC within 150 days after the Closing Date (the
"Effectiveness Deadline"), or in the event the effectiveness of any Registration
Statement is suspended or terminated at any time after its Effectiveness
Deadline and prior to the Registration Termination Date, then for each month (or
portion thereof) such Registration Statement is not so effective, the Company
shall pay to the Holders, as liquidated damages and not as a penalty, an amount
equal to the product of $21,000,000 (being the total purchase price of the
Securities) and the Applicable Rate. The Company shall pay such liquidated
damages to each Holder based upon the proportion of the Registerable Securities
owned by such Holder. Such payments shall be made on the first Business Day of
each month following any month in which such Registration Statement is not
effective, with a final payment within five (5) Business Days after such
Registration Statement becomes effective.
3. REGISTRATION PROCEDURES.
(a) Company Procedures. In connection with the Company's registration
obligations pursuant to Section 2, the Company shall keep each Registration
Statement continuously effective for the period of time provided in Section 2,
to permit the sale of Registrable Securities covered by such Registration
Statement in accordance with the intended method or methods of distribution
thereof specified in such Registration Statement or in the related
prospectus(es), and shall:
(i) comply with such provisions of the Securities Act as may be
necessary to facilitate the disposition of all Registrable Securities
covered by such Registration Statement during the applicable period in
accordance with the intended method or methods of disposition thereof set
forth in such Registration Statement or such prospectus or supplement
thereto;
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(ii) notify the Holders, promptly (A) when each Registration
Statement, prospectus or supplement thereto or further post-effective
amendment has been filed, and, with respect to each Registration Statement
or further post-effective amendment, when it has become effective, (B) of
any request by the SEC for amendments or supplements to any Registration
Statement or prospectus or for additional information, (C) of the issuance
by the SEC of any comments with respect to any filing and of any stop order
suspending the effectiveness of any Registration Statement or the
initiation of any proceedings for that purpose, (D) of the receipt by the
Company of any notification with respect to the suspension of the
qualification of any Registrable Securities for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose, (E) of
the happening of any event that makes any statement made in any
Registration Statement, prospectus or any other document incorporated
therein by reference untrue or that requires the making of any changes in
such Registration Statement, prospectus or any document incorporated
therein by reference in order that such documents 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, and (F) of the Company's determination that a further post-
effective amendment to such Registration Statement would be appropriate;
(iii) furnish to each Holder, without charge, as many conformed
copies as may reasonably be requested by such Holder, of each Registration
Statement and any further post-effective amendments thereto, including
financial statements and schedules, all documents incorporated therein by
reference and all exhibits (including those incorporated by reference);
(iv) deliver to each Holder, without charge, as many copies of the
then effective prospectus covering such Registrable Securities and any
amendments or supplements thereto as such Holder may reasonably request;
(v) register, qualify, obtain an exemption therefrom, or cooperate
with the Holders and their
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counsel in connection with the registration or qualification or exemption
therefrom of such Registrable Securities for offer and sale under the
securities or blue sky laws of such jurisdictions as may be reasonably
requested in writing by the Holders and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of
the Registrable Securities covered by the then effective Registration
Statements; provided, however, that the Company shall not be required to
(A) qualify as a foreign corporation or generally to transact business in
any jurisdiction where it is not then so qualified, (B) qualify as a dealer
(or other similar entity) in securities, (C) otherwise subject itself to
taxation in connection with such activities, or (D) take any action which
would subject it to general service of process in any jurisdiction where it
is not then so subject;
(vi) upon the occurrence of any event contemplated by clauses (E)
or (F) of paragraph (ii) above, promptly prepare and file, if necessary, a
further post-effective amendment to each Registration Statement or a
supplement to the related prospectuses or any document incorporated therein
by reference or file any other required document so that each Registration
Statement and the related prospectuses will not thereafter contain an
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading;
(vii) in no event later than five (5) Business Days before filing
any Registration Statement, any further post-effective amendment thereto,
any prospectus or any amendment or supplement thereto (other than any
amendment or supplement made solely as a result of incorporation by
reference of documents), furnish to the Holders copies of all such
documents proposed to be filed;
(viii) not file any Registration Statement or amendment thereto or
any prospectus or any supplement thereto (other than any amendment or
supplement made solely as a result of incorporation by reference of
documents) to which the Holders holding a majority of the Registrable
Securities shall have reasonably
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objected in writing, within three (3) Business Days after receipt of such
documents, to the effect that such Registration Statement or amendment
thereto or prospectus or supplement thereto does not comply in all material
respects with the requirements of the Securities Act (including, without
limitation respect of any information describing the manner in which the
Holders acquired such Registrable Securities and the intended method or
methods of distribution of such Registrable Securities), (provided that the
foregoing shall not limit the right of any Holder reasonably to object,
within three (3) Business Days after receipt of such documents, to any
particular information relating specifically to such Holder that is to be
contained in any Registration Statement, prospectus or supplement including
without limitation, any information describing the manner in which such
Holder acquired such Registrable Securities and the intended method or
methods of distribution of such Registrable Securities), and if the Company
is unable to file any such document due to the objections of the Holders,
the Company shall exert commercially reasonable efforts to cooperate with
the Holders to prepare, as soon as practicable, a document that is
responsive in all material respects to the reasonable objections of the
Holders, provided however, that the Effectiveness Deadline (as defined in
Section 2(b)) shall be extended by the period, during which the Company is
prevented from filing a Registration Statement or amendment thereto by
reason of this paragraph 3(a)(viii);
(ix) promptly after the filing of any document that is to be
incorporated by reference into any Registration Statement or prospectus,
provide copies of such document to the Holder;
(x) cause all Registrable Securities covered by each Registration
Statement to be listed on the Nasdaq National Market, American Stock
Exchange, any national securities exchange, an over-the-counter market or,
if the Common Stock securities of the Company are not listed thereon, on
the primary exchanges, markets, or inter-dealer quotations systems
(including NASDAQ) if any, on which similar securities issued by the
Company are then listed, prior to the date on which such Registrable
Securities were issued;
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(xi) take all actions reasonably required to prevent the entry of
any stop order by the Securities and Exchange Commission or by any state
securities regulators or to remove any such order if entered; and
(xii) file post-effective amendments to any Registration Statement
or supplement the related prospectus, as required, to permit sales of
Registrable Securities covered thereby to be made by Permitted Transferees
of the Holders.
(b) Holder Procedures.
(i) The Company may require each Holder to furnish to the Company
such information regarding such Holder and the proposed distribution of
such Registrable Securities as the Company may from time to time reasonably
request in writing and which is necessary for compliance with applicable
law.
(ii) Each Holder agrees to cooperate with the Company in all
reasonable respects in connection with the preparation and filing of the
Registration Statement, any Amendment, any prospectus and any prospectus
supplement.
(c) Additional Information Available. So long as any Registration
Statement is effective covering the resale of Registrable Securities owned by a
Holder, the Company will furnish to such Holder(s):
(i) as soon as practicable after it becomes available (but in the
case of the Company's Annual Report to Stockholders, within 140 days after
the end of each fiscal year of the Company), one copy of: (A) its Annual
Report to Stockholders (which Annual Report shall contain financial
statements audited in accordance with Canadian generally accepted
accounting principles by a national firm of certified public accountants);
(B) its Annual Report on Form 20-F; and (C) its Quarterly Reports on Form
6-K; and
(ii) upon the reasonable request of a Holder, all exhibits to the
Annual Report on Form 20-F; and the Company, upon the reasonable request of
a Holder, will meet with such Holder or a representative thereof at
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the Company's headquarters to discuss all information relevant for
disclosure in any Registration Statement and will otherwise cooperate with
any Holder conducting an investigation for the purpose of reducing or
eliminating such Holder's exposure to liability under the Securities Act
including the reasonable production of information at the Company's
headquarters.
4. REGISTRATION EXPENSES.
All expenses incident to the Company's performance of or compliance with
this Registration Agreement, including without limitation all registration and
filing fees, fees and expenses of compliance with state securities or blue sky
laws (including fees and disbursements of counsel in connection with blue sky
qualifications or registrations (or the obtaining of exemptions therefrom) of
the Registrable Securities), messenger and delivery expenses, internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), fees and disbursements of its
counsel and its independent certified public accountants, securities acts
liability insurance (if the Company elects to obtain such insurance), and
reasonable fees and expenses of any special experts retained by the Company in
connection with any registration hereunder (all of such expenses herein referred
to as "Registration Expenses"), shall be borne by the Company; provided,
however, the Registration Expenses shall not include any sales or underwriting
discounts, commissions or fees attributable to the sale of the Registrable
Securities or the fees and expenses of counsel to the Holders (other than to the
extent provided in the Subscription Agreement).
5. INDEMNIFICATION; CONTRIBUTION.
(a) Indemnification by the Company. The Company shall indemnify and hold
harmless, to the full extent permitted by law, each Holder, and such Holder's
respective officers, directors, employees, representatives, agents and
controlling persons (within the meaning of the Securities Act), against all
losses, claims, damages, liabilities and expenses, but in no event greater than
the gross purchase price Holder paid to the Company for Registrable Securities,
resulting from any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, any
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prospectus, or any amendment or supplement thereto, or any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, except in each case insofar as the same
directly arises out of or is directly based upon an untrue statement or alleged
untrue statement of a material fact or an omission or alleged omission to state
a material fact in such Registration Statement, prospectus, amendment or
supplement, as the case may be, made or omitted, as the case may be, in reliance
upon and in conformity with information furnished to the Company in writing by
such Holder expressly for use therein.
(b) Indemnification by the Holders. Each Holder shall indemnify and hold
harmless, to the full extent permitted by law, the Company, its officers,
directors, employees, representatives, agents and controlling persons (within
the meaning of the Securities Act), against all losses, claims, damages,
liabilities and expenses (including, without limitation, reasonable costs of
investigation and legal expenses) resulting from any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, any
prospectus, or any amendment or supplement thereto, and any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, to the extent the same directly result
from any untrue statement or alleged untrue statement of a material fact or any
omission or alleged omission to state a material fact in such Registration
Statement, prospectus, amendment or supplement, as the case may be, made or
omitted, as the case may be, in reliance upon and in conformity with information
furnished to the Company in writing by such Holder expressly for use therein.
The liability of each Holder under the indemnity and contributions provisions of
this Section 5 shall be several and not joint and shall be limited to an amount
equal to the gross price of the Registrable Securities sold by such Holder
pursuant to the Registration Statement.
(c) Conduct of Indemnification Proceedings. Each party entitled to
indemnification under this Section 5 (the "Indemnified Party") shall give
written notice to the party required to provide indemnification (the
"Indemnifying Party") promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the
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defense of any such claim or any litigation resulting therefrom; provided, that
counsel for the Indemnifying Party who will conduct the defense of such claim or
litigation, is approved by the Indemnified Party (whose approval will not be
unreasonably withheld or delayed); and provided, further, that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations except to the extent that its defense of
the claim or litigation involved is prejudiced by such failure. The Indemnified
Party may participate in such defense at such party's expense; provided,
however, that the Indemnifying Party shall pay such expense if representation of
such Indemnified Party by the counsel retained by the Indemnifying Party would
be inappropriate due to actual or potential conflicts of interest between the
Indemnified Party and any other party represented by such counsel in such
proceeding. No Indemnifying Party, in the defense of any such claim or
litigation, except with the consent of each Indemnified Party, shall consent to
entry of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of any claim or
litigation, and no Indemnified Party will consent to entry of any judgment or
settle any claim or litigation without the prior written consent of the
Indemnifying Party (not to be unreasonably withheld or delayed). Each
Indemnified Party shall furnish such information regarding himself, herself or
itself and the claim in question as the Indemnifying Party may reasonably
request and as shall be reasonably required in connection with the defense of
such claim and litigation resulting therefrom.
(d) Contribution.
(i) If for any reason the indemnification provided for in this
Section 5 from an Indemnifying Party, although otherwise applicable by its
terms, is unavailable to an Indemnified Party hereunder, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by the Indemnified Parties as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of such
Indemnifying Party and the Indemnified Parties in connection with the
actions that
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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 the 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, has been made
by, or relates to information supplied by, such Indemnifying Party or the
Indemnified Parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount
paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in Section 5(c), any legal or other
fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding.
(ii) The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 5(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 the immediately
preceding paragraph. 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.
6. RULE 144 REQUIREMENTS.
The Company agrees to:
(a) use its best efforts to make and keep public information available, as
those terms are understood and defined in Rule 144 under the Securities Act;
(b) use its best efforts to file with the SEC in a timely manner all
reports and other documents required of the Company under the Securities Act and
the Securities Exchange Act; and
(c) furnish to each Holder upon request a written statement by the Company
as to its compliance with the
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reporting requirements of said Rule 144 and of the Securities Act and the
Securities Exchange Act.
7. INJUNCTIONS.
Each of the parties hereto acknowledges and agrees that one or more of the
parties would be damaged irreparably in the event the provisions of this
Agreement are not performed in accordance with their specific terms or otherwise
are breached. Accordingly, each of the parties agrees that the other party
shall be entitled to an injunction or injunctions to prevent breaches of the
provisions hereof in any action instituted in any court of the United States or
any state thereof having jurisdiction over the parties in the matter, in
addition to any other remedy to which it may be entitled, at law or in equity.
8. TERMINATION.
This Agreement shall terminate on the Registration Termination Date;
provided, however, that the provisions of Section 5, 6 and 7 shall survive the
termination of this Agreement.
9. 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 the Company shall have obtained the prior written consent of the Holders
holding more than 80% of the Registrable Securities at the time of such
amendment.
(b) Notices. All notices, requests, waivers, releases, consents, and other
communications required or permitted by this Agreement (collectively, "Notices")
shall be in writing. Notices shall be deemed sufficiently given for all
purposes under this Agreement (i) when delivered in person, (ii) on the next
business day following the date when dispatched by telegram (upon written
confirmation of receipt), by electronic facsimile transmission (upon written
confirmation of receipt) or by a nationally recognized overnight courier
service, or (iii) five (5) Business Days after being deposited in the Canadian
certified or
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registered mail, return receipt requested, and first class postage prepaid. All
Notices shall be delivered as follows:
(i) if to a Holder, at the address indicated on the Company's
register relating to the Preference Shares, Warrants, or Registrable
Securities held by such Holder or at such other address as such Holder may
have furnished to the Company in writing:
(ii) if to the Company, at:
The Kafus Capital Corporation
Suite 600
6 Eva Road
Toronto, Ontario
(c) Successors and Assigns. This Registration Agreement shall be binding
upon and shall inure to the benefit of the Company and each Holder, their
respective successors, heirs, legal representatives and, with respect to the
Company, its assignees. The rights provided by this Agreement shall be
transferred automatically to any Person to whom Registrable Securities, the
Convertible Note, Preference Shares or Warrants are transferred, provided that
(x) the Company is given written notice of the transfer and the name, address,
telephone number and facsimile number of the transferees and (y) the subsequent
transferee agrees in writing to be bound by all of the terms of this
Registration Agreement (any transferee referred to in the foregoing clauses
being referred to herein as a "Permitted Transferee").
(d) Counterparts. This Registration Agreement may be executed in any
number of counterparts and by the parties 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; Construction. The Section numbers and headings in this
Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. Unless the context otherwise requires, all
references to Sections are to sections of this Registration Agreement, "or" is
inclusively disjunctive, and words in the singular include the plural and vice
versa. In computing any period of time specified in this Registration Agreement
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or in any Notices, the date of the act or event from which such period of time
is to be measured shall be included, any such period shall expire at 5:00 p.m.,
New York time, on the last day of such period, and any such period denominated
in months shall expire on the date in the last month of such period that has the
same numerical designation as the date of the act or event from which such
period is to be measured; provided, however, that if there is no date in the
last month of such period that has the same numerical designation as of the date
of such act or event, such period shall expire on the last day of the last month
of such period.
(f) Governing Law. This Registration Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
regard to the principles of conflicts of laws thereof.
(g) Severability. If one or more of the provisions hereof, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable in any respect, for any reason, the validity, legality and
enforceability of the remaining provisions hereof shall not be in any way
affected or impaired thereby, and the provisions held to be invalid, illegal or
unenforceable shall be reformed to the minimum extent necessary, and in a manner
as consistent with the purposes thereof as is practicable, so as to render it
valid, legal and enforceable.
(h) Entire Agreement. This Registration Agreement is intended by the
parties hereto to be a final expression thereof and is intended to be a complete
and exclusive statement of the agreement and understanding of such parties in
respect of the subject matter contained herein. This Registration Agreement
supersedes all prior agreements and understandings among the Company and any of
the Holders with respect to such subject matter.
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IN WITNESS WHEREOF, the parties hereto have caused this Registration
Agreement to be duly executed as of the day and year first above written.
THE KAFUS CAPITAL CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxxxxx
----------------------
Title: President
---------------------
ENRON CAPITAL & TRADE RESOURCES CORP.
By:/s/ J. Xxxxx XxXxxxxxxx
----------------------------
Name: J. Xxxxx XxXxxxxxxx
--------------------------
Title: Vice President
-------------------------
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