LL, I guess we're suffering a little "failure to communicate". LOL

First, read that clause a bit more carefully. At one point it says "as agreed by PTSC and CrossFlo". The last sentence says "For all purposes, the Closing shall be effective as of 12:01 a.m. on the Closing Date.". Now, that would be one minute into the day of the Closing Date, leaving whatever time after the (electronic) filing of paper with the State to conduct business toward meeting the requirements of the "merger".

Now consider the following:

Had the dilution been somewhere near 32M shares added to the OS, would there be any question as to why, or where it came from? I would think not, as this number would be near the expected number of shares involved in the CrossFlo deal.

So there are 12M shares MIA. The point of my last post was that any one of those three things could easily explain where those missing 12M went, or why they have not yet revealed themselves.

On items 1 & 2, it could be that 20M PTSC shares worth of CrossFlo certificates were delivered "on the spot" on the Closing Date, and that number of PTSC shares likewise exchanged. That part of the deal done. The remaining CrossFlo folks did not deliver "on the spot", and therefore the remaining shares have not yet been exchanged, but will be "as soon as practicable" (as soon as possible when it becomes possible).

On item 3, the tax withholding issue, would 12M PTSC shares be an approximately correct amount to withhold for this purpose? Of course such determination would depend on how much was invested, and what their ROI was prior to this deal; but such determination may also take some time, and in the meantime, while the 12M shares (under this scenario) remain in escrow, they belong to no one, essentially, and thus would not be considered additional OS (yet). This also would assume that all the CrossFlow certs were delivered immediately - on the spot on the Closing Date (which IMO would be a logical assumption - do it, get it done).

Just offering possible (probable?) explanations for the "numbers difference". While I doubt it's your intent, the continued questioning of this comes across as if PTSC management is hiding something and/or being less than forthright, which IMO is a little inexcuseable considering we're operating "in the blind" - but I believe THAT is your point. However, even if they have not (yet) disclosed what's up with the 20M OS increase (or the missing 12M from my point of view), they may simply have disclosed the correct information at that instant in time, recognizing the rest will "shake out".

I do have a little problem with some posters' implications, however. Just because the numbers didn't match what is ultimately to be expected from the CrossFlo deal (BTW, the deal we did/do know took place involving an exchange of shares) doesn't mean that "that can't be it, it must be something else". I submit that CrossFlo is IT, but all associated issues are not fully resolved to enable the full and final exchange of shares.

JMHO, and I KNOW nuttin'!

SGE