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Exhibit H
INTERNATIONAL MENU SOLUTIONS INC.
October 22, 1999
SPECIAL WARRANT CERTIFICATE
1.(a) This is to certify that for value received, Southbridge Equities Inc. (the
"Holder"), is the registered holder of 888,889 Special Warrants of
International Menu Solutions Inc. (the "Corporation") and is thereby
entitled, without payment of any additional consideration, to be issued
one Non-Voting Class X Exchangeable Share (an "Exchangeable Share") in the
capital of the Corporation for each Special Warrant held (subject to
adjustment in certain events) by surrendering to the Corporation at 350
Creditstone Road, Concord, Ontario, L4K 3Z2, at any time during the
Exercise Period (defined below) and before the Expiry Time (defined
below), this Special Warrant certificate, together with a notice of
exercise in the form attached as Schedule "A" duly completed and executed.
Surrender of this Special Warrant certificate will be effective on
personal delivery to, or, if sent by mail or other means of transmission,
on actual receipt by, the Corporation at the office specified above.
(b) The Special Warrants will be exerciseable during the period (the "Exercise
Period") beginning on the date hereof and ending on the earlier of 4:30
p.m. (Toronto time) (i) on the day which is the 5th Business Day following
the date of issuance by the Ontario Securities Commission (the
"Commission") of a receipt (the "Receipt") for a (final) prospectus (the
"Prospectus") filed in the province of Ontario (the "Filing Jurisdiction")
in respect of the distribution to the public in Ontario of the
Exchangeable Shares issuable upon exercise of the Special Warrants; and
(ii) on October 22, 2000 (the "Expiry Time"). If, immediately prior to the
expiry of the Exercise Period, any Special Warrants have not been
exercised by the Holder, such Special Warrants shall be deemed to have
been then exercised and surrendered by the Holder without any further
action on the part of the Holder. In the event of such deemed exercise,
the Corporation shall cause to be mailed certificates for the Exchangeable
Shares issued upon such deemed exercise in the name of the Holder to its
address as specified in the register for the Special Warrants.
(c) The Corporation covenants and agrees to use commercially reasonable
efforts to file a preliminary prospectus within 90 days of the date of
completion of the Additional Financing (as defined below) and use
reasonable efforts to obtain the Receipt. In the event the Commission
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does not issue the Receipt dated (the "Receipt Date") on or before August
5, 2000 (the "Qualification Deadline"), the Holder shall be entitled to
receive, without payment of any additional consideration, 1.1 Exchangeable
Shares for each Special Warrant exercised thereafter, in lieu of one
Exchangeable Share.
2. The Holder may exercise at any time and from time to time during the Exercise
Period, and on or before the Expiry Time, the Special Warrants in respect of a
number of Exchangeable Shares which is less than the total number of
Exchangeable Shares into which the Special Warrants may be exercised. In such a
case, the Holder shall be entitled to receive a new Special Warrant certificate
in respect of the Special Warrants not then exercised. No fractional
Exchangeable Shares will be issued upon exercise of the Special Warrants.
3.(a) The Corporation covenants and agrees to use reasonable commercial
efforts to obtain a bona fide and arms' length commitment in writing to
raise additional funds in the aggregate amount of not less than $7 million
(the "Additional Financing") on or before 5:00 p.m. (Toronto time) on
January 20, 2000 (the "Additional Financing Deadline") and to close the
Additional Financing (the "Additional Financing Closing"), on or before
March 30, 2000 (the "Additional Financing Closing Deadline").
(b) In the event that the Additional Financing Closing has not occurred prior
to the expiry of the Additional Financing Closing Deadline, the terms of
this Special Warrant certificate shall on the fifth business day following
the Additional Financing Closing Deadline be automatically amended (the
"IMSC Amendment") without any further act on the part of either the Holder
or the Corporation such that it shall entitle the Holder, without payment
of any additional consideration, to be issued one (1) share of Common
Stock (an "IMSC Share") of International Menu Solutions Corporation
("IMSC") in lieu of one (1) Exchangeable Share. In such event, all
references herein to the Exchangeable Shares shall be deemed to be
references to the IMSC Shares, mutatis mutandis and with respect to the
exercise of this Special Warrant, all references to the Corporation shall
be deemed to be references to IMSC. The Corporation, IMSC and the Holder
have entered into an agreement dated October 22, 1999 (the "Southbridge
Support Agreement") pursuant to which IMSC has provided certain covenants
in favour of the Corporation and the Holder and has agreed to take certain
actions to ensure that the Corporation will be able to cause to be
delivered IMSC Shares to the Holder in satisfaction of the obligations of
the Corporation under this Special Warrant certificate.
(c) In the event that this Special Warrant is subject to the IMSC Amendment as
specified in clause (b) above, IMSC hereby covenants and agrees to use
commercially reasonable efforts to prepare, file and obtain a receipt from
the Commission for a (final) prospectus qualifying the distribution of
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the IMSC Shares to the public in the Province of Ontario on or before
August 5, 2000 (the "IMSC Prospectus Deadline"). In the event that IMSC
fails, for any reason, to obtain a final receipt for such prospectus dated
on or before the IMSC Prospectus Deadline, the terms of this Special
Warrant shall be automatically and immediately amended without any further
act on the part of the Corporation, IMSC or the Holder such that the
Holder is thereafter entitled, without payment of any additional
consideration, to 1.1 IMSC Shares upon the exercise of this Special
Warrant, in lieu of one IMSC Share.
(d) In the event that prior to the expiry of the Additional Financing Closing
Deadline neither of the following has occurred:
(i) the Corporation completed the sale of special warrants or otherwise
raised additional funds in the aggregate amount of not less than $7
million at an effective price per Exchangeable Share or IMSC Share
of at least (U.S.)$3.65; or
(ii) the weighted average trading price of IMSC Shares during any period
of 20 consecutive trading days (the "Trading Period") is at least
(U.S.)$4.00 per IMSC Share and the average daily trading volume
during the Trading Period is greater than or equal to 20,000 IMSC
Shares per day;
the terms of this Special Warrant certificate shall be automatically
amended immediately following the expiry of the Additional Financing
Closing Deadline without any further act on the part of the Corporation or
the Holder such that the Holder is thereafter entitled, without payment of
any additional consideration, to 1.2 Exchangeable Shares upon the exercise
of this Special Warrant, in lieu of one Exchangeable Share.
4. The holding of Special Warrants under this Special Warrant certificate does
not make the Holder a shareholder of the Corporation or IMSC, nor does it
entitle the Holder to any voting right or interest with respect to the
Corporation or IMSC except as is expressly provided in this Special Warrant
certificate.
5. Schedule "A", Schedule "B" and Schedule "C" form part of this Special Warrant
certificate and, without limitation, the Holder shall be entitled to the
additional rights contained in Schedule "B" attached hereto.
6. Unless such transfer is to an "Affiliate" (as such term is defined in the
Securities Act (Ontario)) of the Holder, Special Warrants may only be
transferred once the conditions in Schedule "C" forming part of this Special
Warrant certificate have been met. Additionally, any such transfer may only be
effected if in compliance with applicable law and policy of any applicable
regulatory body on the register kept at the Corporation at its principal office
by the Holder or the Holder's legal representative or
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duly-appointed attorney by an instrument in writing in form and execution
satisfactory to the Corporation, acting reasonably (the "Instrument"). The
Corporation will deem and treat the registered owner of any Special Warrants as
the beneficial owner thereof for all purposes. Upon compliance with the
foregoing conditions and the surrender by the Holder to the Corporation at its
principal offices at 350 Creditstone Road, Concord, Ontario, L4K 3Z2 of the
Special Warrant certificate representing the Special Warrants then outstanding,
the Corporation shall execute and cause to be personally delivered to the person
or persons specified in the Instrument a new certificate for the Special
Warrants transferred at the respective address or addresses specified therein,
registered in the name of the transferee evidencing such transferred Special
Warrants. If less than all Special Warrants represented by the Special Warrant
certificate surrendered are transferred, the Holder shall be entitled to
receive, in the same manner, a new Special Warrant certificate registered in its
name evidencing the Special Warrants not so transferred. All Special Warrant
certificates surrendered for registration of transfer shall be cancelled.
7. From time to time the Corporation may, subject to the provisions of this
Special Warrant certificate, and provided that the Corporation shall have first
obtained the prior written approval of the Holder to the proposed alteration or
amendment, execute and deliver by its proper officers, instruments supplemental
hereto, which thereafter shall form part hereof, for any one or more or all of
the following purposes:
(a) setting forth adjustments in the application of Section One of
Schedule "B";
(b) adding to the provisions hereof such additional covenants and
enforcement provisions as in the opinion of counsel are necessary or
advisable, provided that the same are not in the reasonable opinion
of the Holder and its counsel prejudicial to the Holder;
(c) adding to or amending the provisions hereof in respect of the
transfer of Special Warrants, making provision for the exercise of
Special Warrants, and making any modification in the form of the
Special Warrant certificates which does not affect the substance
thereof;
(d) amending any of the provisions of this Special Warrant or relieving
the Corporation from any of the obligations, conditions or
restrictions herein contained, provided that no such amendment or
relief shall be or become operative or effective if, in the
reasonable opinion of the Holder and its counsel, such amendment or
relief impairs any of the rights of the Holder; and
(e) for the correction or rectification of any ambiguities, defective or
inconsistent provisions, errors or omissions herein.
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In the case of the consolidation, amalgamation, arrangement, merger or transfer
of the undertaking or assets of the Corporation as an entirety or substantially
as an entirety to another corporation ("successor corporation"), the successor
corporation shall be bound by all the provisions hereof including the due and
punctual performance of all covenants of the Corporation and forthwith following
the occurrence of such event the successor corporation resulting from such
consolidation, amalgamation, arrangement, merger or transfer (if not the
Corporation) shall expressly assume, by supplemental certificate satisfactory in
form and substance to the Holder and executed and delivered by such successor
corporation to the Holder, the due and punctual performance and observance of
each and every covenant and condition of this certificate to be performed and
observed by the Corporation.
8. Time shall be of the essence hereof. This Special Warrant certificate shall
be governed by and construed in accordance with the laws in force in the
Province of Ontario and the laws of Canada applicable therein and shall be
treated in all respects as an Ontario contract.
9. All dollar amounts herein are expressed in lawful money of Canada.
10. This Special Warrant shall only be exercisable upon the satisfaction of
those conditions specified in Schedule "C" attached hereto or, where such
satisfaction has not occurred in accordance with the deadlines set out in such
schedule, upon occurrence of the IMSC Amendment.
IN WITNESS WHEREOF, the Corporation has executed this Special Warrant
certificate.
INTERNATIONAL MENU SOLUTIONS
INC.
Per: /s/ [Illegible]
------------------------
PRESIDENT
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SCHEDULE "A"
NOTICE OF EXERCISE
TO: International Menu Solutions Inc.
The undersigned hereby exercises the right to subscribe for __________________
Class X Exchangeable Shares of International Menu Solutions Inc. (the "Company")
or such number of other securities or property to which such Special Warrants
entitle the undersigned in lieu thereof or in addition thereto under the
provisions of the Terms and Conditions of the Special Warrant certificate. If
any of the Class X Exchangeable Shares are to be issued to a person or persons
other than the undersigned in those circumstances as set forth in the Special
Warrant certificate, the holder must pay to the Company all requisite stamp and
security transfer taxes or other governmental charges related thereto.
Such Class X Exchangeable Shares should be delivered to the following address in
the name of the person(s) listed below.
(PRINT CLEARLY)
Name:___________________________________________________________________________
Address in full:________________________________________________________________
________________________________________________________________________________
Number of Special Warrants being exercised: ________________________
DATED this _______ day of _______________________, _______.
______________________________________________
Signature of Special Warrant Holder
______________________________________________
Name of Special Warrant Holder
(As registered on Special Warrant Certificate)
______________________________________________
______________________________________________
______________________________________________
Print Full Address
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SCHEDULE "B"
1. Adjustment of Subscription Rights
Subject to Sections 2 and 3, if at any time after the date hereof
and prior to the Expiry Time any Special Warrants remain unexercised and there
shall be:
(a) a reclassification of the Exchangeable Shares outstanding at the
time or a change of the Exchangeable Shares into other shares or
securities or a subdivision or consolidation of the Exchangeable
Shares into a greater or lesser number of shares or securities any
other capital reorganization;
(b) a consolidation, amalgamation, arrangement or merger of the
Corporation with or into any other corporation (other than a
consolidation, amalgamation, arrangement or merger which does not
result in any reclassification of the outstanding Exchangeable
Shares or a change of the Exchangeable Shares into other shares or
securities);
(c) a transfer of the undertaking or assets of the Corporation as an
entirety or substantially as an entirety to another corporation or
other entity; or
(d) an issue or distribution to the holders of all or substantially all
of the Corporation's outstanding Exchangeable Shares, or other
securities of the Corporation by way of dividend or otherwise, of
securities of the Corporation including rights, options or special
warrants to acquire Exchangeable Shares, or other securities of the
Corporation or securities convertible into or exchangeable for
Exchangeable Shares of the Corporation, or any property or assets
including any evidences of indebtedness, other than securities
issued pursuant to the Corporation's stock option plans,
any such events being called a "Capital Reorganization", the holder of any
Special Warrant who thereafter shall exercise its right to acquire Exchangeable
Shares thereunder shall be entitled to receive, and shall accept for no extra
cost, in lieu of the number of Exchangeable Shares to which he was theretofore
entitled upon such exercise, the kind and amount of Exchangeable Shares, or
other securities or property which such holder would have been entitled to
receive as a result of such Capital Reorganization if, on the effective date
thereof or the record date, as the case may be, he had been the registered
holder of the number of Exchangeable Shares and to which he was theretofore
entitled to acquire upon such exercise. If determined appropriate, adjustments
shall be made as a result of any such Capital Reorganization in the application
of the provisions set forth hereinafter in this Section 1 with respect to the
rights and interest thereafter of Special Warrantholders to the end that the
provisions set forth hereinafter in this Section 1 shall thereafter
correspondingly be made applicable as nearly as may reasonably be in relation to
any Exchangeable Shares,
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other securities or other property thereafter deliverable upon the exercise of
any Special Warrant.
2. Adjustment Rules
(a) The adjustments provided for in Section 1 are cumulative and
shall apply (without duplication) to successive Capital
Reorganizations or other events resulting in any adjustment under
the provisions of Section 1; provided that, notwithstanding any
other provision of this Section 2, no adjustment shall be made in
the number of Exchangeable Shares which may be acquired on the
exercise of a Special Warrant unless it would result in a change of
at least one-hundredth of a share or a warrant (provided, however,
that any adjustments which by reason of this subsection 2(a) are not
required to be made shall be carried forward and taken into account
in any subsequent adjustment).
(b) In the event of any question arising with respect to the adjustments
provided for herein, such question shall be conclusively determined
by a firm of chartered accountants appointed by the Corporation and
acceptable to the Holder acting reasonably (who may be the
Corporation's auditors); such chartered accountants shall have
access to all necessary records of the Corporation and such
determination shall be binding upon the Corporation and the Holder
absent manifest error. In the event that any such determination is
made, the Corporation shall deliver a certificate to the Holder
describing such determination.
(c) No adjustment in the number of Exchangeable Shares which may be
acquired upon exercise of a Special Warrant shall be made in respect
of any event described in Section 1 if Special Warrantholders are
entitled to participate in such event on the same terms mutatis
mutandis as if Special Warrantholders had exercised their Special
Warrants prior to or on the effective date or record date of such
event.
(d) In case the Corporation after the date of this Special Warrant
certificate shall take any action affecting the Exchangeable Shares
other than actions described in this Section 2, which in the opinion
of the directors would materially affect the rights of Special
Warrantholders, the number of Exchangeable Shares which may be
acquired upon exercise of a Special Warrant shall be adjusted in
such manner and at such time, by action by the directors, in their
sole reasonable discretion as they may determine to be equitable in
the circumstances provided that no such adjustment will be made
unless prior approval of any stock exchange on which the
Exchangeable Shares are then listed for trading has been obtained.
Failure of the directors to make such an adjustment shall be prima
facie evidence that the directors have determined that it is
equitable to make no adjustment in the circumstances. In the event
that any such adjustment is made, the Corporation shall deliver a
certificate to the Holder describing
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such adjustment. In the event that no such adjustment is made, the
directors shall provide written notice to the Holder of such
determination.
(e) If the Corporation shall set a record date to determine the holders
of the Exchangeable Shares for the purpose of entitling them to
receive any issue or distribution or for the issue of any rights,
options or warrants and shall thereafter and before such
distribution or issue to such shareholders legally abandon its plan
to make such distribution or issue, then no adjustment in the number
of Exchangeable Shares which may be acquired upon exercise of any
Special Warrant shall be required by reason of the setting of such
record date.
3. Proceedings Prior to any Action Requiring Adjustment
As a condition precedent to the taking of any action which would
require an adjustment pursuant to Section 1, the Corporation shall take any
action which may, in the opinion of counsel, be necessary in order that the
Corporation or any successor to the undertakings or assets of the Corporation
will be obligated to and may validly and legally issue as fully paid and
non-assessable all the Exchangeable Shares or other securities or property which
the holders of the Special Warrants are entitled to receive on the full exercise
thereof in accordance with the provisions hereof.
4. Notice of Adjustment
Promptly after the occurrence of any event which requires an
adjustment in any of the subscription rights pursuant to any of the Special
Warrants pursuant to this Special Warrant certificate, the Corporation shall
forthwith deliver to the Holder a certificate of the Corporation specifying the
particulars of such event and the required adjustment and the computation of
such adjustment and give notice to the Holder of the particulars of such event
and the required adjustment in the manner provided in Subsection 5(b) hereof.
5. General Covenants of the Corporation
The Corporation hereby covenants and agrees with the Holder as
follows:
(a) The Corporation covenants and agrees that it is duly authorized to
enter into and perform its obligations under this Special Warrant
certificate and that the Special Warrants are valid and enforceable
against the Corporation.
(b) The Corporation will cause the certificates representing the
Exchangeable Shares to be duly issued and delivered. At all times
until the Expiry Time while any of the Special Warrants are
outstanding, the Corporation shall reserve and there shall remain
conditionally allotted but unissued out of its authorized capital a
number of Exchangeable Shares sufficient to satisfy the exercise of
all Special Warrants then outstanding. All Exchangeable
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Shares issued upon the exercise of the Special Warrants shall be
fully paid and non-assessable.
(c) The Corporation covenants and agrees that all things necessary have
been done and performed to create the Special Warrants and to make
the Special Warrants and this Special Warrant certificate legal,
valid and binding upon the Corporation with the benefits and subject
to the terms of this Special Warrant certificate. The Corporation
will do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered, all other acts, deeds and
assurances in law as may be reasonably required by the Holder for
the better accomplishing and effecting of the intentions and
provisions of this Special Warrant certificate.
(d) Subject to the express provisions hereof, the Corporation will carry
on and conduct and will cause to be carried on and conducted its
business in a proper and efficient manner and will cause to be kept
proper books of account in accordance with generally accepted
accounting practice; and, subject to the express provisions hereof,
it will do or cause to be done, all things necessary to preserve and
keep in full force and effect its corporate existence, provided,
however, that nothing herein contained shall prevent the
amalgamation, consolidation, merger, sale, winding up or liquidation
of the Corporation or any subsidiary of the Corporation or the
abandonment of any rights and franchises of the Corporation or any
subsidiary of the Corporation if, in the opinion of the board of
directors of the Corporation or officers of the Corporation, it
would be advisable and in the best interests of the Corporation or
of such subsidiary of the Corporation to do so.
(e) The Corporation shall take all such steps and actions and do all
such things as may reasonably be necessary to maintain the listing
and posting for trading on a stock exchange of those Exchangeable
Shares currently listed and posted for trading and to maintain any
status it now has or subsequently obtains as a "reporting issuer",
or the equivalent thereof, not in default in the Filing
Jurisdictions until December 31, 2004.
(f) The Corporation shall use its best efforts to as soon as practicable
satisfy the conditions set out in Schedule "C" hereto.
(g) The Corporation shall not, from and including the date hereof to and
including the Expiry Time: (i) on or in respect of its Exchangeable
Shares, announce, declare or pay any dividends or make any other
corporate distribution or return of capital or income, whether in
money or in securities of the Corporation; or (ii) purchase, redeem
or retire any of its issued share capital, unless the same
distribution is made in respect of each Special Warrant then
outstanding and as if each holder of such Special Warrants was the
holder of the number of Exchangeable Shares which such holder of
such Special Warrants is entitled to receive upon the exercise of
its Special Warrants as at such date.
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(h) If the Corporation, from and including the date hereof to and
including the Expiry Time, becomes obligated to make and makes any
distribution in property, other than in money, or securities of the
Corporation (including, without limitation, rights, options or
warrants to acquire Exchangeable Shares or securities convertible
into or exchangeable for Exchangeable Shares and including evidences
of its indebtedness) on or in respect of its Exchangeable Shares
(collectively, "Property"), the Corporation agrees that it will make
the same distribution of property or securities in respect of each
Special Warrant then outstanding and as if each holder of such
Special Warrants was the holder of the number of Exchangeable Shares
which such holder of such Special Warrants is entitled to receive
upon the exercise of its Special Warrants as at such date.
(i) The Corporation will make all requisite filings, including filings
with the appropriate securities commissions, in connection with the
exercise of the Special Warrants and the issue or transfer, as the
case may be, of the Exchangeable Shares.
(j) The Corporation will use its best efforts to prepare and file, under
the laws of the Filing Jurisdictions, and will use all commercially
reasonable efforts to obtain receipts for a preliminary prospectus
promptly after the Additional Financing Deadline and will prepare
and file other documents relating to the distribution of the
Exchangeable Shares.
(k) The Corporation will use all commercially reasonable efforts to
satisfy as expeditiously as practicable any comments with respect to
the preliminary prospectus made by the Commission.
(l) The Corporation will use its commercially reasonable best efforts to
obtain a receipt for the Prospectus from the Commission not later
than the Qualification Deadline.
(m) The Corporation will use reasonable commercial efforts to complete a
financing with a third party or parties by the issuance of special
warrants exchangeable on a one to one basis into Exchangeable Shares
with substantially similar terms as the Special Warrants evidenced
by this Special Warrant certificate, save for the purchase price per
special warrant in the aggregate amount of $20 million on or before
the Additional Financing Deadline.
6. Notice
(a) Any notice to the Corporation under the provisions hereof shall be
valid and effective if delivered by hand or private courier to the
Corporation, to the attention of the President at 350 Creditstone
Road, Concord, Ontario, L4K 3Z2 and any notice so delivered shall be
deemed to be validly given when delivered. The Corporation may from
time to time notify the Holder
<PAGE> 12
of a change in address which thereafter, until changed by like
notice, shall be the address of the Corporation for all purposes of
this Special Warrant certificate.
(b) Unless herein otherwise expressly provided, any notice to be given
hereunder to a Holder shall be deemed to be validly given if
delivered by hand or private courier, addressed to the Holder at its
post office address appearing on the records of the Corporation and
shall be deemed to have been given when delivered. In determining
under any provision hereof the date when notice of any meeting or
other event must be given, the date of giving notice shall be
excluded and the date of the meeting or other event shall be
included. Accidental error or omission in giving notice to any
Holder shall not invalidate any action or proceeding founded
thereon.
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SCHEDULE "C"
CONDITIONS TO EXERCISE OF SPECIAL WARRANT
This Special Warrant may only become exercisable into Exchangeable Shares
upon the satisfaction of each of the following conditions:
(a) The Corporation shall have amended its articles of incorporation
removing any "private company" restrictions therefrom and amending
the provisions attaching to the Exchangeable Shares in a form
satisfactory to the Holder acting reasonably;
(b) IMSC shall have amended its certificate of incorporation, creating
the IMSC Special Voting Share the provisions of which shall be
satisfactory to the Holder acting reasonably and cancelling all of
the Class N Shares of the Corporation;
(c) Each of the Corporation, IMSC and a trustee reasonably satisfactory
to the Holder shall have executed a Voting Agreement in a form
satisfactory to the Holder acting reasonably and relating to the
IMSC Special Voting Share and to the voting rights attaching to the
Exchangeable Shares;
(d) The Corporation and IMSC shall have amended the support agreement
made as of the 16th day of July, 1998 between the Corporation and
IMSC (formerly known as "ANM Holdings Corporation") in a form
satisfactory to the Holder acting reasonably.
In the event that all of the above-mentioned conditions are not satisfied on or
before the earlier of the Receipt Date or the Qualification Deadline, the IMSC
Amendment shall automatically and immediately occur, without any further act of
the Holder, the Corporation or IMSC.
In the event that at a meeting of the shareholders of the Corporation at which
the amendment to the articles of incorporation set out in paragraph (a) above is
to be voted on or, a meeting of the shareholders of IMSC at which the amendment
to the certificate of incorporation set out in paragraph (b) above is to be
voted on, either such amendment is not passed by the requisite number of votes,
the IMSC Amendment shall immediately following such meeting, as the case may be,
automatically occur, without any further act of the Holder, the Corporation or
IMSC.
