Exhibit 10.19
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT dated as of November 5, 1999,
between MED-EMERG INTERNATIONAL, INC. a Canadian corporation with principal
executive offices located at 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxx,
Xxxxxxx, Xxxxxx X0X 0X0 (the "Company") and Xxxxx E-Commerce Corp., a Delaware
corporation having an address at 0 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Buyer").
W I T N E S S E T H:
WHEREAS, the Company desires to sell, and the Buyer desires to
purchase, upon the terms and subject to the conditions of this Agreement,
$400,000 market value as of the date hereof shares (the "Shares") of Common
Stock of the Company (the " Common Stock"); and
WHEREAS, the Company has agreed to register on behalf of Buyer
the Shares under the terms of that certain Registration Rights Agreement, of
even date herewith, by and between the Company and Buyer (the "Registration
Agreement");
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:
I. PURCHASE AND SALE OF PREFERRED STOCK
A. TRANSACTION. Buyer hereby agrees to purchase from the
Company, and the Company has offered and hereby agrees to issue and sell to the
Buyer in a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
the Shares.
B. PURCHASE PRICE; FORM OF PAYMENT. The purchase price (the
"Purchase Price") for the Shares to be purchased by Buyer hereunder shall be (i)
Buyer's agreement to provide services to the Company in accordance with the
terms of that certain Web Site Design and Consulting Agreement, dated as of
November 5, 1999 (the "Web Agreement"), by and between Company and Buyer (the
"Services"), and (ii) a cash payment equal to the aggregate par value of the
Shares, with the Shares being delivered to Buyer on the Delivery Date (as
hereinafter defined).
II. BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO
INFORMATION; INDEPENDENT INVESTIGATION.
Buyer represents and warrants to and covenants and agrees with
the Company, as follows:
A. Buyer is purchasing the Shares for its own account, for
investment purposes only and not with a view towards or in connection with the
public sale or distribution thereof in violation of the Securities Act.
B. Buyer is (i) experienced in making investments of the kind
contemplated by this Agreement, (ii) capable, by reason of its business and
financial experience, of evaluating the relative merits and risks of an
investment in the Securities, and (iii) able to afford the loss of its
investment in the Shares.
C. Buyer understands that the Shares are being offered and
sold by the Company in reliance on an exemption from the registration
requirements of the Securities Act and equivalent state securities and "blue
sky" laws, and that the Company is relying upon the accuracy of, and Buyer's
compliance with, Buyer's representations, warranties and covenants, respectively
and severally, as set forth in this Agreement to determine the availability of
such exemption and the eligibility of Buyer to purchase the Shares;
D. Buyer has been furnished with or provided access to all
materials relating to the business, financial position and results of operations
of the Company, and all other materials requested by Buyer to enable it to make
an informed investment decision with respect to the Shares.
E. Buyer acknowledges that it has been furnished with copies
of the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998 and all other reports and documents heretofore filed by the Company
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the filing of the Annual Report (collectively the
"Commission Filings").
F. Buyer acknowledges that in making its decision to purchase
the Shares it has been given an opportunity to ask questions of and to receive
answers from the Company's executive officers, directors and management
personnel concerning the terms and conditions of the private placement of the
Shares by the Company.
G. Buyer understands that the Shares have not been approved or
disapproved by the Commission or any state or Canadian securities commission,
and that the foregoing authorities have not reviewed any documents or
instruments in connection with the offer and sale to it of the Shares, and have
not confirmed or determined the adequacy or accuracy of any such documents or
instruments.
H. This Agreement has been duly and validly authorized,
executed and delivered by Buyer and is a valid and binding agreement of Buyer
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally.
I. AUTHORITY; VALIDITY AND ENFORCEABILITY. Buyer has the
requisite corporate power and authority to enter into this Agreement and the
Registration Agreement of even date
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herewith between the Company and the Buyer. The execution, delivery and
performance by Buyer of this Agreement and the Registration Agreement, and the
consummation by Buyer of the transactions contemplated hereby and thereby has
been duly authorized by all necessary corporate action on the part of Buyer.
Each of this Agreement and the Registration Agreement has been duly validly
executed and delivered by Buyer, and each such instrument constitutes a valid
and binding obligation of Buyer enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally.
III. COMPANY'S REPRESENTATIONS
The Company represents and warrants to Buyer that:
A. CAPITALIZATION. 1. The Company had 3,095,544 shares of its
common stock (the "Common Stock") outstanding as of November 4, 1999 and 500,000
shares of preferred stock outstanding as of November 4, 1999, which can be
converted into a maximum of 750,000 shares of Common Stock (not including the
payment of dividends thereon in additional shares of Common Stock), subject to
anti-dilution and similar provisions. All of the issued and outstanding shares
of Common Stock and preferred stock have been duly authorized and validly issued
and are fully paid and non-assessable. As of the date hereof, the Company has
outstanding stock options and warrants to purchase 2,758,400 shares of Common
Stock. The Shares have been duly and validly authorized and reserved for
issuance by the Company, and when issued by the Company pursuant to the terms of
this Agreement will be duly and validly issued, fully paid and non-assessable
and will not subject the holder thereof to personal liability by reason of being
such holder. There are no preemptive, subscription, "call" or other similar
rights to acquire the Common Stock or the Company's preferred stock that have
been issued or granted to any person, except as disclosed on Schedule III. A.1.
2. The Company does not own or control, directly or
indirectly, any interest in any other corporation, partnership, limited
liability company, unincorporated business organization, association, trust or
other business entity, except as disclosed on Schedule III.A.2.
B. ORGANIZATION; REPORTING COMPANY STATUS. 1. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of Ontario, Canada and is duly qualified as a foreign corporation in all
jurisdictions in which the failure to so qualify would have a material adverse
effect on the business, properties, prospects, condition (financial or
otherwise) or results of operations of the Company or on the consummation of any
of the transactions contemplated by this Agreement (a "Material Adverse
Effect").
2. The Company has registered the Common Stock pursuant to
Section 12 of the Exchange Act and has timely filed with the Commission all
reports and information required to be filed by it pursuant to all reporting
obligations under Section 13(a) or 15(d), as applicable, of the Exchange Act for
the 12-month period immediately preceding the date hereof. The Common Stock is
listed and traded on the NASDAQ SmallCap Stock Market ("NASDAQ") and the
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Company has not received any notice regarding, and to its knowledge there is no
threat of, the termination or discontinuance of the eligibility of the Common
Stock for such listing.
C. AUTHORITY; VALIDITY AND ENFORCEABILITY. The Company has the
requisite corporate power and authority to enter into this Agreement and the
Registration Agreement. The execution, delivery and performance by the Company
of this Agreement and the Registration Agreement, and the consummation by the
Company of the transactions contemplated hereby and thereby (the issuance of the
Shares and the registration of the Shares), has been duly authorized by all
necessary corporate action on the part of the Company. Each of this Agreement
and the Registration Agreement has been duly validly executed and delivered by
the Company and each instrument constitutes a valid and binding obligation of
the Company enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally.
The Shares have been duly and validly authorized for issuance by the Company.
D. NON-CONTRAVENTION. The execution and delivery by the
Company of this Agreement and the Registration Agreement, the issuance of the
Shares, and the consummation by the Company of the other transactions
contemplated hereby and thereby, do not and will not conflict with or result in
a breach by the Company of any of the terms or provisions of, or constitute a
default (or an event which, with notice, lapse of time or both, would constitute
a default) under (i) the articles of incorporation or by-laws of the Company or
(ii) except for such conflict, breach or default which would not have a Material
Adverse Effect, any indenture, mortgage, deed of trust or other material
agreement or instrument to which the Company is a party or by which its
properties or assets are bound, or any law, rule, regulation, decree, judgment
or order of any court or public or governmental authority having jurisdiction
over the Company or any of the Company's properties or assets, including the
Rules of The Nasdaq Stock Market, Inc.
E. APPROVALS. No authorization, approval or consent of any
court or public or governmental authority is required to be obtained by the
Company for the issuance and sale of the Shares to Buyer as contemplated by this
Agreement, except such authorizations, approvals and consents that have been
obtained by the Company prior to the date hereof.
F. COMMISSION FILINGS. None of the Commission Filings
contained at the time they were filed any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or necessary to
make the statements made therein, in light of the circumstances under which they
were made, not misleading.
G. ABSENCE OF CERTAIN CHANGES. Except as disclosed on Schedule
III.A.I., Schedule III.A.II, or Schedule III.G. or in the Financial Statements
(as defined in Section III.K. hereto), since the Balance Sheet Date (as defined
in Section III.K.), there has not occurred any change, event or development in
the business, financial condition, prospects or results of operations of the
Company, and there has not existed any condition having or reasonably likely to
have, a Material Adverse Effect.]
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H. FULL DISCLOSURE. There is no fact known to the Company
(other than general economic or industry conditions known to the public
generally) that has not been fully disclosed in writing to the Buyer that (i)
reasonably would be expected to have a Material Adverse Effect or (ii)
reasonably would be expected to materially and adversely affect the ability of
the Company to perform its obligations pursuant to this Agreement or the
Registration Agreement.
I. ABSENCE OF LITIGATION. There is no action, suit, claim,
proceeding, inquiry or investigation pending or, to the Company's knowledge,
threatened, by or before any court or public or governmental authority, or under
the aegis of the Listing Investigations Division of The Nasdaq Stock Market,
Inc., which, if determined adversely to the Company, would have a Material
Adverse Effect.
J. ABSENCE OF EVENTS OF DEFAULT. No "Event of Default" (as
defined in any agreement or instrument to which the Company is a party) and no
event which, with notice, lapse of time or both, would constitute an Event of
Default (as so defined), has occurred and is continuing, which could have a
Material Adverse Effect.
K. FINANCIAL STATEMENTS; NO UNDISCLOSED LIABILITIES. The
Company has delivered to Buyer true and complete copies of its audited balance
sheet as at December 31, 1998 and the related audited statements of operations
and cash flows for the three fiscal years ended December 31, 1996, 1997 and
1998, including the related notes and schedules thereto, as well as the same
financial statements as of and for the three and nine-month periods ended
September 30, 1999 (collectively, the "Financial Statements"), and all
management letters, if any, from the Company's independent auditors relating to
the dates and periods covered by the Financial Statements. Each of the Financial
Statements is complete and correct in all material respects, has been prepared
in accordance with United States General Accepted Accounting Principles ("GAAP")
(subject, in the case of the interim Financial Statements, to normal year end
adjustments and the absence of footnotes) and in conformity with the practices
consistently applied by the Company without modification of the accounting
principles used in the preparation thereof, and fairly presents the financial
position, results of operations and cash flows of the Company as at the dates
and for the periods indicated. For purposes hereof, the audited balance sheet of
the Company as at December 31, 1998 is hereinafter referred to as the "Balance
Sheet" and December 31, 1998 is hereinafter referred to as the "Balance Sheet
Date". The Company has no indebtedness, obligations or liabilities of any kind
(whether accrued, absolute, contingent or otherwise, and whether due or to
become due) that would have been required to be reflected in, reserved against
or otherwise described in the Balance Sheet or in the notes thereto in
accordance with GAAP, which was not fully reflected in, reserved against or
otherwise described in the Balance Sheet or the notes thereto or otherwise
described and reflected in the Financial Statements, or was not incurred in the
ordinary course of business consistent with the Company's past practices since
the Balance Sheet Date.
L. NO MISREPRESENTATION. No representation or warranty of the
Company contained in this Agreement, any schedule, annex or exhibit hereto or
any agreement, instrument or certificate furnished by the Company to Buyer
pursuant to this Agreement, contains any
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untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein, not
misleading.
IV. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.
A. RESTRICTIVE LEGEND. Buyer acknowledges and agrees that,
upon issuance pursuant to this Agreement, the Shares shall have endorsed thereon
a legend in substantially the following form (and a stop-transfer order may be
placed against transfer of the Shares):
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE
SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER
LAWS."
B. FILINGS. The Company shall make all necessary SEC, Nasdaq
and "blue sky" filings required to be made by the Company in connection with the
sale of the Shares as contemplated under the terms of this Agreement, and as
required by all applicable laws and the Rules of The Nasdaq Stock Market, Inc.,
and shall provide copies thereof to the Buyer promptly after such filing.
C. REPORTING STATUS. So long as the Buyer beneficially owns
any of the Shares, the Company shall use its best efforts timely to file all
reports required to be filed by it with the Commission pursuant to Section 13 or
15(d) of the Exchange Act.
D. LISTING. Except to the extent the Company lists its Common
Stock on The New York Stock Exchange or the Nasdaq National Market System, the
Company shall use its best efforts to maintain its listing of the Common Stock
on the NASDAQ.
V. TRANSFER AGENT INSTRUCTIONS.
The Company undertakes and agrees that no instruction other
than the instructions referred to in this Section V and customary stop transfer
instructions prior to the registration and sale of the Shares pursuant to an
effective Securities Act registration statement will be given to its transfer
agent for the Shares and that the Shares otherwise shall be freely transferable
on the books and records of the Company as and to the extent provided in this
Agreement, the Registration Agreement and applicable law. Nothing contained in
this Section V shall affect in any way Buyer's obligations and agreement to
comply with all applicable securities laws upon resale of such Shares. If, at
any time, Buyer provides the Company with an opinion of counsel reasonably
satisfactory to the Company that registration of the resale by Buyer of such
Shares is
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not required under the Securities Act and that the removal of restrictive
legends is permitted under applicable law, the Company shall permit the transfer
of such Shares and, promptly instruct the Company's transfer agent to issue one
or more certificates for Common Stock without any restrictive legends endorsed
thereon.
VI. DELIVERY INSTRUCTIONS.
The Shares shall be delivered by the Company on the Delivery
Date.
VII. DELIVERY DATE.
The date and time of the issuance and sale of the Shares (the
"Delivery Date") shall be the later of: (i) May 8, 2000; PROVIDED, that Buyer
has delivered the Services to the Company in accordance with the terms of the
Web Agreement; or (ii) such other date as shall be mutually agreed upon in
writing by the Company and the Buyer. The issuance and sale of the Shares shall
occur on the Delivery Date at the offices of Xxxxx Peabody LLP, 437 Madison
Avenue, New York, New York.
VIII. SURVIVAL; INDEMNIFICATION.
A. The representations, warranties and covenants made by each
of the Company, on the one hand, and Buyer on the other hand, in this Agreement,
the annexes, schedules and exhibits hereto and in each instrument, agreement and
certificate entered into and delivered by them pursuant to this Agreement, shall
survive the consummation of the transactions contemplated hereby. In the event
of a breach or violation of any of such representations, warranties or
covenants, the party to whom such representations, warranties or covenants have
been made shall have all rights and remedies for such breach or violation
available to it under the provisions of this Agreement or otherwise, whether at
law or in equity, irrespective of any investigation made by or on behalf of such
party on or prior to the Closing Date.
B. The Company hereby agrees to indemnify and hold harmless
the Buyer, its Affiliates and their respective officers, directors, partners and
members (collectively, the "Buyer Indemnitees"), from and against any and all
losses, claims, damages, judgments, penalties, liabilities and deficiencies
(collectively, "Losses"), and agrees to reimburse the Buyer Indemnitees for all
out-of-pocket expenses (including the reasonable fees and expenses of legal
counsel), in each case promptly as incurred by the Buyer Indemnitees and to the
extent arising out of or in connection with:
1. any misrepresentation, omission of fact or breach of any of
the Company's representations or warranties contained in this Agreement, the
annexes, schedules or exhibits hereto or any instrument, agreement or
certificate entered into or delivered by the Company pursuant to this Agreement;
or
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2. any failure by the Company to perform in any material
respect any of its covenants, agreements, undertakings or obligations set forth
in this Agreement, the annexes, schedules or exhibits hereto or any instrument,
agreement or certificate entered into or delivered by the Company pursuant to
this Agreement.
C. Buyer hereby agrees to indemnify and hold harmless the
Company, its Affiliates and their respective officers, directors, partners and
members (collectively, the "Company Indemnitees"), from and against any and all
Losses, and agrees to reimburse the Company Indemnitees for all out-of-pocket
expenses (including the reasonable fees and expenses of legal counsel), in each
case promptly as incurred by the Company Indemnitees and to the extent arising
out of or in connection with:
1. any misrepresentation, omission of fact, or breach of any
of Buyer's representations or warranties contained in this Agreement,
the annexes, schedules or exhibits hereto or any instrument, agreement
or certificate entered into or delivered by Buyer pursuant to this
Agreement; or
2. any failure by Buyer to perform in any material respect any
of its covenants, agreements, undertakings or obligations set forth in
this Agreement or any instrument, certificate or agreement entered into
or delivered by Buyer pursuant to this Agreement.
D. Promptly after receipt by either party hereto seeking
indemnification pursuant to this Section XI (an "Indemnified Party") of written
notice of any investigation, claim, proceeding or other action in respect of
which indemnification is being sought (each, a "Claim"), the Indemnified Party
promptly shall notify the party against whom indemnification pursuant to this
Section XI is being sought (the "Indemnifying Party") of the commencement
thereof; but the omission to so notify the Indemnifying Party shall not relieve
it from any liability that it otherwise may have to the Indemnified Party,
except to the extent that the Indemnifying Party is materially prejudiced and
forfeits substantive rights and defenses by reason of such failure. In
connection with any Claim as to which both the Indemnifying Party and the
Indemnified Party are parties, the Indemnifying Party shall be entitled to
assume the defense thereof. Notwithstanding the assumption of the defense of any
Claim by the Indemnifying Party, the Indemnified Party shall have the right to
employ separate legal counsel (together with appropriate local counsel) and to
participate in the defense of such Claim, and the Indemnifying Party shall bear
the reasonable fees, out-of- pocket costs and expenses of such separate legal
counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party
shall have agreed to pay such fees, out-of-pocket costs and expenses, (y) the
Indemnified Party and the Indemnifying Party reasonably shall have concluded
that representation of the Indemnified Party and the Indemnifying Party by the
same legal counsel would not be appropriate due to actual or, as reasonably
determined by legal counsel to the Indemnified Party, (i) potentially differing
interests between such parties in the conduct of the defense of such Claim, or
(ii) if there may be legal defenses available to the Indemnified Party that are
in addition to or disparate from those available to the Indemnifying Party and
which can not be presented by counsel to the Indemnifying Party, or (z) the
Indemnifying Party shall have failed to employ legal counsel reasonably
satisfactory to the Indemnified Party within a reasonable period of time after
notice of
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the commencement of such Claim. If the Indemnified Party employs separate legal
counsel in circumstances other than as described in clauses (x), (y) or (z)
above, the fees, costs and expenses of such legal counsel shall be borne
exclusively by the Indemnified Party. Except as provided above, the Indemnifying
Party shall not, in connection with any Claim in the same jurisdiction, be
liable for the fees and expenses of more than one firm of legal counsel for the
Indemnified Party (together with appropriate local counsel). The Indemnifying
Party shall not, without the prior written consent of the Indemnified Party
(which consent shall not unreasonably be withheld), settle or compromise any
Claim or consent to the entry of any judgment that does not include an
unconditional release of the Indemnified Party from all liabilities with respect
to such Claim or judgment.
E. In the event one party hereunder should have a claim for
indemnification that does not involve a claim or demand being asserted by a
third party, the Indemnified Party promptly shall deliver notice of such claim
to the Indemnifying Party. If the Indemnified Party disputes the claim, such
dispute shall be resolved by mutual agreement of the Indemnified Party and the
Indemnifying Party or by binding arbitration conducted in accordance with the
procedures and rules of the American Arbitration Association. Judgment upon any
award rendered by any arbitrators may be entered in any court having competent
jurisdiction thereof.
IX. GOVERNING LAW: MISCELLANEOUS.
This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York, without regard to the
conflicts of law principles of such state. Each of the parties consents to the
jurisdiction of the federal courts whose districts encompass any part of the
City of New York or the state courts of the State of New York sitting in the
City of New York in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection, including
any objection based on FORUM NON CONVENIENS, to the bringing of any such
proceeding in such jurisdictions. A facsimile transmission of this signed
Agreement shall be legal and binding on all parties hereto. This Agreement may
be signed in one or more counterparts, each of which shall be deemed an
original. The headings of this Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement. If any
provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction. This Agreement may
be amended only by an instrument in writing signed by the party to be charged
with enforcement. This Agreement supersedes all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof.
X. NOTICES.
Except as may be otherwise provided herein, any notice or
other communication or delivery required or permitted hereunder shall be in
writing and shall be delivered personally or sent by certified mail, postage
prepaid, or by a nationally recognized overnight courier service,
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and shall be deemed given when so delivered personally or by overnight courier
service, or, if mailed, three (3) days after the date of deposit in the United
States mails, as follows:
(1) if to the Company, to: (3) if to Buyer, to
Med-Emerg International, Inc. Xxxxx E-Commerce Corp.
0000 Xxxxxxxx Xxxx, Xxxxx 000 0 Xxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxx New York, NY 10004
Canada L5N 5R1 Attention: Xxxxx Xxxxxxxxxx, President
Attention: Xxxxxxxxx Xxxxxx
With a copy to: With a copy to:
Xxxxxxx, Savage & Xxxxxxxxx LLP Xxxxx Peabody LLP
000 Xxxx 00xx Xxxxxx 000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx Xxxxxx, Esq. Attention: Xxxxx X. Xxxxxxxx, Esq.
The Company or Buyer may change its foregoing address by
notice given pursuant to this Section XII.
XI. CONFIDENTIALITY.
Each of the Company and Buyer agrees to keep confidential and
not to disclose to or use for the benefit of any third party the terms of this
Agreement or any other information which at any time is communicated by the
other party as being confidential without the prior written approval of the
other party; PROVIDED, HOWEVER, that this provision shall not apply to
information which, at the time of disclosure, is already part of the public
domain (except by breach of this Agreement) and information which is required to
be disclosed by law (including, without limitation, pursuant to Item 10 of Rule
601 of Regulation S-K under the Securities Act and the Exchange Act).
XII. ASSIGNMENT.
This Agreement shall not be assignable by any of the parties
hereto prior to the Closing without the prior written consent of the other
party, and any attempted assignment contrary to the provisions hereby shall be
null and void; PROVIDED, HOWEVER, that Buyer may assign its rights and
obligations hereunder, in whole or in part, to any affiliate of Buyer who
furnishes to the Company the representations and warranties set forth in Section
II hereof and otherwise agrees to be bound by the terms of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement on the date first above written.
MED-EMERG INTERNATIONAL, INC.
By:/s/Xxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Chief Executive Officer and
President
XXXXX E-COMMERCE CORP.
By:/s/Xxxxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Executive Vice President
