Exhibit D
INVESTORS RIGHTS AGREEMENT
The Investors Rights Agreement is made as of January __, 1997 by and among
Quality Food Centers, Inc., a Washington corporation (the "Company"), and the
persons that are signatories hereto (the "Investors").
RECITALS
A. Simultaneously herewith, the Company is acquiring Xxxxx Xxxxxxxxx,
Inc., by merger (the "Merger") pursuant to an Agreement and Plan of Merger dated
as of December 18, 1996 (the "Merger Agreement").
B. Pursuant to the Merger Agreement, the Company is issuing to the
Investors on the date hereof certain shares (the "Shares") of its common stock,
par value $.001 per share ("QFC Common Stock").
C. It is a condition precedent to the obligations of Xxxxx Xxxxxxxxx,
Inc. to consummate the transactions contemplated by the Merger Agreement that
the parties enter into this Agreement.
AGREEMENT
NOW, THEREFORE, it is hereby agreed as follows:
1. Certain Definitions
As used in this Agreement, the following terms shall have the following
respective meanings:
"COMMISSION" shall mean the Securities and Exchange Commission.
"HOLDER" shall mean any holder of Registrable Securities and any
person holding such securities to whom the rights under this Agreement have been
transferred in accordance with Section 2.9 hereof.
"INITIATING HOLDERS" shall mean any Holder or Holders who in the
aggregate hold at least 50% of the Registrable Securities first issued in
connection with the Merger.
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"REGISTRABLE SECURITIES" means (i) the Shares and (ii) any QFC Common
Stock or other securities of the Company issued or issuable with respect to or
in exchange for or in replacement of the Shares upon any stock split, stock
dividend, recapitalization, or similar event; provided, however, that those
securities subject to that certain Pledge Agreement dated as of January __, 1997
for the benefit of the Company, which securities constitute Collateral (as
therein defined), shall be excluded from the definition of Registrable
Securities until such time as the Collateral shall revert to the Grantor (as
therein defined) pursuant to the terms thereof; provided further, however, that
the Shares or other securities shall only be treated as Registrable Securities
for the purposes of Section 2 hereof if and so long as they have not been sold
pursuant to Rule 144 under the Securities Act or pursuant to an effective
registration statement under the Securities Act, or otherwise to or through a
broker or dealer or underwriter in a public distribution or a public securities
transaction.
The terms "REGISTER," "REGISTERED" and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
"REGISTRATION EXPENSES" shall mean all expenses, except as otherwise
stated below, incurred by the Company in complying with Section 2 hereof,
including, without limitation, all registration, qualification an filing fees,
printing expenses, escrow fees, fees and disbursements of counsel for the
Company, blue sky fees and expenses, and the expense of any special audits
incident to or required by any such registration. For purposes of this
Agreement, the term "Registration Expenses" shall also include the fees and
disbursements of one special counsel for the Holders.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or
any similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"SELLING EXPENSES" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the selling Holders, fees and disbursements of counsel for any of the selling
Holders other than as set forth in the definition of Registration Expenses
above, and any other expenses that are not Registration Expenses and that are
incurred by the selling Holders.
2. REGISTRATION RIGHTS
2.1 COMPANY REGISTRATION
(a) NOTICE OF REGISTRATION. If at any time or from time to time, the
Company shall determine to register any of its equity securities, either for its
own account or the account of a security holder or holders, other than (i) a
registration relating to employee benefit plans, or (ii) a registration relating
to a Commission Rule 145 transaction, the Company will:
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(i) promptly give to each Holder written notice thereof; and
(ii) subject to Sections 2.1(b) and 2.4 hereof, include in such
registration (and any related qualification under blue sky laws or other
compliance), and in any underwriting involved therein, all the Registrable
Securities specified in a written request or requests, made within 20 days after
receipt of such written notice from the Company, by any Holder.
(b) UNDERWRITING. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 2.1(a) hereof. In such event the right of any Holder to
registration pursuant to this Section 2.1 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of Registrable
Securities in the underwriting to the extent provided herein. All Holders
proposing to distribute their securities through such underwriting shall
(together with the Company) enter into an underwriting agreement in customary
form with the managing underwriter selected for such underwriting by the
Company. Notwithstanding any other provision of this Section 2.1, if the
managing underwriter determines that marketing factors require a limitation of
the number of shares to be underwritten, the managing underwriter may limit the
Registrable Securities and other securities to be distributed through such
underwriting, with shares to be offered by the Company having priority over
shares to be offered by Holders of Registrable Securities. The Company Shall so
advise all Holders distributing their securities through such underwriting of
such limitation, and the number of shares of Registrable Securities, if any,
that may be included in the registration (and underwriting if any) shall be
allocated among all Holders in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities requested by such Holders to be
included in such Registration Statement. To facilitate the allocation of shares
in accordance with the above provisions, the Company may round the number of
shares allocated to any Holder to the nearest 100 shares.
(c) RIGHT TO TERMINATE REGISTRATION. The Company shall have the
right to terminate or withdraw any registration initiated by it under this
Section 2.1 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration. The Registration
Expenses of such withdrawn registration shall be borne by the Company in
accordance with Section 2.3 hereof.
2.2. DEMAND REGISTRATION
(a) If, at any time not earlier than sixty days prior to the second
anniversary of the closing date of the Merger, an Initiating Holder or
Initiating Holders request that the Company file a registration statement on
Form S-3 for a public offering of Registrable Securities, the Company shall,
subject to Section 2.4 hereof, cause such Registrable Securities to be so
registered for the offering and cause such Registrable Securities to be
qualified in such jurisdictions as the Initiating Holder or Holders may
reasonably request. The Company shall use its best efforts to cause such shelf
registration to be maintained effective for at least 90 days.
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(b) Notwithstanding the foregoing, the Company shall not be obligated
to take any action pursuant to this Section 2.2: (i) for more than two
registrations; (ii) in any particular jurisdiction in which the Company would be
required to execute a general consent to service of process in effecting such
registration, qualification or compliance unless the Company is already subject
to service in such jurisdiction and except as may be required by the Securities
Act; (iii) during the period starting with the date 60 days prior to the
Company's estimated date of filing of, and ending on the date 120 days
immediately following, the effective date of any registration statement
pertaining to securities of the Company (other than a registration of securities
in a Rule 145 transaction or with respect to an employee benefit plan), provided
that the Company is actively employing in good faith all reasonable efforts to
cause such registration statement to be become effective, or (iv) if the Company
shall furnish to such Holders a certificate signed by the President of the
Company stating that the Company has reasonably determined that it should
postpone for a specified period of time not to exceed 180 days (a "Blackout
Period") any action pursuant to this Section 2.2, including, without limitation,
the preparation and/or filing of a registration statement or prospectus or any
amendments or supplements to any registration statement or prospectus. Upon
delivery of such a certificate to the Holders by the Company, each of the
Holders covenants that he, she or it shall (X) keep the fact of the notice
strictly confidential, (Y) promptly halt any offer, sale, trading or transfer by
him, her or it and his, her or it affiliates of any QFC Common Stock for the
duration of the Blackout Period set forth in the certificate or until the
Blackout Period is earlier terminated by the Company and (Z) promptly halt any
use or distribution of the registration statement and prospectus by him, her or
its and his, her or its affiliates for the duration of the Blackout Period or
until such Blackout Period is earlier terminated by the Company. The Company
shall not be entitled to deliver a certificate and impose a Blackout Period more
than once in any twelve month period.
(c) The registration statement filed at the request of Holders
pursuant to this Section 2.2 may include other securities of the Company, with
respect to which registration rights have been granted, and may include
securities of the Company being sold for the account of the Company.
(d) If the registration pursuant to this Section 2.2 is for an
underwritten offering, the provisions of Section 2.1(b) shall apply to such
registration.
2.3 EXPENSES OF REGISTRATION
All Registration Expenses incurred in connection with registrations
pursuant to Sections 2.1 and 2.2 shall be borne by the Company. All Selling
Expenses relating to securities registered on behalf of the Holders shall be
borne by the Holders of securities included in such registration pro rata,
severally and not jointly, among each other on the basis of the number of shares
so registered.
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2.4 CONTINUITY OF INTEREST
Notwithstanding anything to the contrary stated herein, no Holder may
dispose of any of the Registrable Securities within two years following the
closing date of the Merger, unless the Holder (at such Holder's expense)
delivers to the Company any opinion of legal counsel reasonably satisfactory to
the Company that such transfer will not violate the continuity of shareholder
interest requirement set forth in Treasury Regulation Section 1.368-1. Any
Holder desiring to dispose of any Registrable Securities pursuant to Section 2
hereof or otherwise shall provide written notice to the Company, not less than
30 days prior to the intended date of disposition, specifying the number of
Registrable Securities which such Holder proposes to dispose.
2.5 REGISTRATION PROCEDURES
In the case of each registration effected by the Company pursuant to this
Section 2, the Company will keep each Holder advised in writing as to the
initiation of each registration and as to the completion thereof. At its
expense the Company will:
(a) Prepare and file with the Commission a registration statement on
Form S-3 with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for at least 90 days or,
if earlier, until the distribution described in the registration statement has
been completed;
(b) Prepare and file with the Commission during the period specified
in Section 2.5(a) such amendments and supplements to such registration statement
and the prospectus used in connection with such registration statement as may be
necessary to comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such registration statement; and
(c) Furnish to the Holders participating in such registration and to
any underwriters of the securities being registered such reasonable number of
copies of the registration statement, preliminary prospectus, final prospectus
and such other documents as the Holders and such underwriters may reasonably
request in order to facilitate the public offering of such securities.
2.6 INDEMNIFICATION
(a) The Company will indemnify each Holder and each person
controlling such Holder within the meaning of Section 15 of the Securities Act,
with respect to which registration has been effected pursuant to this Section 2,
and each underwriter, if any, and each person who controls any underwriter
within the meaning of Section 15 of the Securities Act, against all expenses,
claims, losses, damages or liabilities (or actions in respect thereof),
including any of the foregoing incurred in settlement of any litigation,
commenced or threatened, arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact
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contained in any registration statement, prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any 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, or any violation by the Company of the
Securities Act or any other applicable federal and state securities laws or any
rules or regulations promulgated thereunder in connection with any such
registration, qualification or compliance, and the Company will reimburse each
such Holder, each of its officers, directors, partners, and legal counsel and
each person controlling such Holder, each such underwriter and each person who
controls any such underwriter, for any legal and any other expenses reasonably
incurred in connection with investigating, preparing or defending any such
claim, loss, damage, liability or action, provided that the Company will not be
liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or
omission or alleged untrue statement or omission, made in reliance upon and in
conformity with written information furnished to the Company by such Holder,
controlling person or underwriter and stated to be specifically for use therein.
(b) Each Holder will, if Registrable Securities held by such Holder
are included in the securities as to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors and
officers, each underwriter, if any, of the Company's securities covered by such
a registration statement, each person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, and each
other Holder, each of its officers and directors, and each person controlling
such Holder within the meaning of Section 15 of the Securities Act, against all
claims, losses, damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any such registration statement, prospectus, offering
circular or other document, or 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, and will reimburse the Company, such Holders,
and such directors, officers, underwriters or control persons for any legal or
any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each case to the
extent , but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to the Company by such Holder
and stated to be specifically for use therein. Notwithstanding the foregoing,
the liability of each Holder under this subsection (b) shall be limited to the
proportion of any such loss, claim, damage, liability or expense which is equal
to the proportion that the public offering price of the shares sold by such
Holder under such registration statement bears to the total public offering
price of all securities sold thereunder, but not to exceed the gross proceeds
received by such Holder from the sale of Registrable Securities covered by such
registration statement.
(c) Each party entitled to indemnification under this Section 2.6
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim
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as to which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting therefrom,
provided that counsel for the Indemnifying Party, who shall conduct the defense
of such claim or litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld), and the
Indemnified Party may participate in such defense at such party's expense, 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
under this Section 2 unless the failure to give such notice is materially
prejudicial to an Indemnifying Party's ability to defend such action and
provided further, that the Indemnifying Party shall not assume the defense for
matters as to which there is a conflict of interest or separate and different
defenses but shall bear the expense of such defense nevertheless. Each
Indemnified Party shall furnish such information regarding itself or the claim
in question as an Indemnifying Party may reasonably request in writing and as
shall be reasonably required in connection with the defense of such claim and
litigation resulting therefrom. No Indemnifying Party, in the defense of any
such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which 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
to such claim or litigation. Notwithstanding the other provisions of this
Agreement, no Indemnifying Party shall be obligated to indemnify any Indemnified
Party for amounts paid by the Indemnified Party in settlement of any loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Indemnifying Party (which consent has not been unreasonably
withheld).
(d) If the indemnification provided for in paragraphs (a) through (c)
of this Section 2.6 is unavailable or insufficient to hold harmless an
Indemnified Party under such paragraphs in respect of any losses, claims,
damages, liabilities, expenses or actions in respect thereof referred to
therein, then each Indemnifying Party shall in lieu of indemnifying such
Indemnified Party contribute to the amount paid or payable by such Indemnified
Party as a result of such losses, claims, damages, liabilities or actions in
such proportion as appropriate to reflect the relative fault of the Company, on
the one hand, and the underwriters and the Holder of such Registrable
Securities, on the other, in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities, expenses or actions in
respect thereof as well as any other relevant equitable considerations,
including the failure to give any notice under paragraph (c). The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact relates to information
supplied by the Company, on the one hand, or the underwriters or the Holders of
such Registrable Securities, on the other, and to the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and each of the Holders agrees that it would
not be just and equitable if contributions pursuant to this paragraph were
determined by pro rata allocation (even if all of the Holders of such
Registrable Securities were treated as one entity for such purpose) or by any
other method of allocation which did not take account of the equitable
considerations referred to above in this paragraph. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities
or action in respect thereof, referred to above in this paragraph, shall be
deemed to include any legal
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or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the
provisions of this paragraph, no Holder shall be required to contribute any
amount in excess of the lesser of (i) the proportion that the public offering
price of shares sold by such Holder under such registration statement bears to
the total public offering price of all securities sold thereunder, but not to
exceed the gross proceeds received by such Holder for the sale of Registrable
Securities covered by such registration statement and (ii) the amount of any
damages which they would have otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission. No person guilty of fraudulent
misrepresentations (within the meaning of Section 11(f) of the Securities Act),
shall be entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation.
(e) Notwithstanding the foregoing, to the extent that the provisions
on indemnification and contribution contained in the underwriting agreement (if
any) entered into in connection with an underwritten public offering of the
Registrable Securities are in conflict with the foregoing provisions, the
provisions in such underwriting agreement shall control.
2.7 INFORMATION BY HOLDER
The Holder or Holders of Registrable Securities included in any
registration shall furnish to the Company such information regarding such Holder
or Holders, the Registrable Securities held by them and the distribution
proposed by such Holder or Holders as the Company may reasonably request in
writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Section 2.
2.8 RULE 144 REPORTING
With a view to making available the benefits of certain rules and
regulations of the Commission which may at any time permit the sale of the
Registrable Securities to the public without registration, the Company agrees to
use its best efforts to:
(a) At all times make and keep public information available, as those
terms are understood and defined in Rule 144 under the Securities Act;
(b) File with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Exchange Act of 1934, as
amended;
(c) So long as a Holder owns any Registrable Securities, furnish to
the Holder forthwith upon request a written statement by the Company as to its
compliance with the reporting requirements of said Rule 144, a copy of the most
recent annual or quarterly report of the possession of or reasonably obtainable
by the Company as a Holder may reasonably request in availing itself of any rule
or regulation of the Commission allowing a Holder to sell any such securities
without registration.
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2.9 TRANSFER OF REGISTRATION RIGHTS
The rights to cause the Company to register securities granted Holders
under this Section 2 may only be assigned to the estate of a Holder, provided
that such transfer may otherwise be effected in accordance with applicable
securities laws and written notice of the transfer is given to the Company at
the time of or within a reasonable time after such transfer, stating the, name
and address of the transferee and identifying the Registrable Securities with
respect to which such registration rights are being transferred, and provided,
further, that the transferee of such rights agrees in writing to be bound by the
terms of this Agreement as if such transferee were a party hereto.
2.10 STANDOFF AGREEMENT
As long as the Holders own more than one percent of the outstanding shares
of QFC Common Stock, each Holder agrees, in connection with registered public
offerings of the Company's securities, upon request of the Company or the
underwriters managing any underwritten offering of the Company's securities, not
to sell, make any short sale of or otherwise dispose of any Registrable
Securities (other than those included in the registration) without the prior
written consent of the Company or such underwriters, as the case may be, for
such period of time (not to exceed 180 days) from the effective date of such
registration as may be requested by the underwriters, provided, that the
officers and directors of the Company who beneficially own more than one percent
(1%) of the equity securities of the Company also agree to such restrictions.
2.11 TERMINATION OF REGISTRATION RIGHTS
The rights granted under this Section 2 shall terminated on the earlier of
the third anniversary of the date of this Agreement or such time as all shares
of Registrable Securities held by the Holders may be sold under Rule 144 during
any 90-day period.
2.12 DELAY OF REGISTRATION
No holder or Holders shall have any right to take any action to restrain,
enjoin, or otherwise delay any registration as a result of any controversy that
might arise with respect to the interpretation or implementation of this Section
2.
3. CERTAIN SECURITIES MATTERS
(a) Each Investor acknowledges that the shares of QFC Common Stock to be
received pursuant to the Merger Agreement have not been registered under the
Securities Act and have not been registered or qualified under the securities
laws of any state of the United States, and that such shares must be held
indefinitely unless subsequently registered under the Securities Act and the
applicable state securities laws or unless an exemption from such registration
is available.
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(b) Each Investor acknowledges and agrees that the certificates
representing such shares will bear the following legend:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER FEDERAL
OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE
TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE
SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT
REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL AND STATE
SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH
COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION
OF SHAREHOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO
VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED
TRANSFER OR ASSIGNMENT."
(c) Each Investor represents and warrants to the Company that: (i) such
Investor is acquiring such shares for investment for his, her or its own
account, not as a nominee or agent for or for the account of any other person,
and not with the view to, or for resale in connection with, any distribution
thereof; (ii) such Investor has sufficient experience in evaluating and
investing in private transactions of securities in companies similar to the
Company so that such Investor is capable of evaluating the merits and risks of
its investment in the Company and has the capacity to protect his, her or its
own interests and (iii) such Investor has had an opportunity to discuss the
Company's business, management and financial affairs with the Company's
management and has also had an opportunity to ask questions of the Company's
officers.
4. MISCELLANEOUS
4.1 WAIVERS AND AMENDMENTS
With the written consent of the Company and Holders of a majority of
Registrable Securities outstanding, the obligations of the company and the
rights of the Holders of Registrable Securities under this Agreement may be
waived (either generally or in a particular instance, and either for a specified
period of time or indefinitely), and with the same consent the Company, when
authorized by resolution of its Board of Directors, may enter into a
supplementary agreement for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement. Neither
this Agreement nor any provisions hereof may be changed, waived, discharged or
terminated orally, but only be a signed statement in writing.
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4.2 GOVERNING LAW
This Agreement shall be governed in all respects by the laws of the State
of Washington as such laws are applied to agreements between Washington
residents entered into and to be performed entirely with Washington.
4.3 SUCCESSORS AND ASSIGNS
Except as otherwise expressly provided herein, the provisions hereof shall
inure to the benefit of, and the binding upon, the successors, assigns, heirs,
executors and administrators of the parties hereto.
4.4 ENTIRE AGREEMENT
This Agreement constitutes the full and entire understanding and agreement
between the parties with regard to the subject hereof.
4.5 NOTICES
All notices and other communications required or permitted hereunder shall
be effective upon receipt and shall be in writing and may be delivered in
person, by telecopy, electronic mail, overnight delivery service or U.S. mail,
in which event it may be mailed by first class, postage prepaid, addressed (a)
if to a Holder, at_____________________________________________________________
________________________________________________________________________________
______, or at such other address as the Holder shall have furnished to the
Company, or (b) if to the Company, at 00000 X.X. 00xx Xxxxxx, Xxxxxxxx, XX
00000, Attention: President, or at such other address as shall have furnished to
the Holders in writing.
4.6 TITLES AND SUBTITLES
The titles of the paragraphs and subparagraphs of this Agreement are for
convenience of reference only and are not to be considered in construing the
Agreement.
4.7 LITIGATION; PREVAILING PARTY
In the event of any litigation between the Company and the Investors with
regard to this Agreement, the prevailing party shall be entitled to
reimbursement from the nonprevailing party for all reasonable fees and expenses
of counsel for the prevailing party.
4.8 NOMINEES
Securities registered in the name of a nominee for a Holder shall, for
purposes of this Agreement, be treated as being owned by such Holder.
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4.9 COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
The foregoing Investors Rights Agreement is hereby executed as of the
date first above written.
QUALITY FOOD CENTERS, INC.
By:________________________________
Title:____________________________
___________________________________
___________________________________
___________________________________
____________________________________
____________________________________
____________________________________
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