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Message: RE: S&L Warrants 9.99% SGE1 - milestone

RE: S&L Warrants 9.99% SGE1 - milestone

posted on May 05, 2006 09:28AM
We obviously don`t have the actual agreement in front of us, but based on the links I provided and what is said in the PR, S&L are prohibited from exceeding 9.99% ownership. As I said in my post, S&L was aware of the prohibitions when they signed the agreement. I seriously doubt there are any ``legal ramifications of one party`s actions causing another to be in default`` as there is a simple and obvious remedy - S&L would have to reduce their holdings. When there is such a simple remedy to avoid default, the legal ramifications would be S&L being laughed out of court.

I seriously doubt that there is language in the agreement where PTSC is prohibited from buying back their own stock (which would be the only possible source of a ``legal ramification`` as you imply). Such a thing would be silly, and wouldn`t necessarily be in S&L`s best long term interest (as I expressed in my post). And if there were such language, how could PTSC publicly state their intentions to buy back stock? They couldn`t, because if they did state such a thing and there were specific words in the agreement prohibiting PTSC from buying back stock to a point of ``causing`` S&L to be in default, S&L could take PTSC to court to nullify the agreement based on Anticipatory Default. But where would that put S&L? They`d then be in default of the previous agreement which limited their holdings to 4.99%!

There are no logical or tangible reasons to believe that there any ``legal ramifications``. I respectfully believe you are continuing to ``blow smoke`` to cloud the issue, which is in reality very clear.

Nothing prohibits PTSC from buying back their own stock.

When PTSC does buy back stock, S&L is required to sell some of their holdings to avoid default.

It`s that simple.

However, I would think that PTSC would be obligated to advise S&L of their intent immediately before any buy back to provide S&L the opportunity to act. If they didn`t provide such notice to S&L, your argument might have ``a leg to stand on``. But the solution for PTSC is simple - send S&L an email advising of their intent before initiating the buy back.

End of story. Please quit addressing this. Your arguments make no sense based on what is publicly available.

SGE

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