Re: Pilot fish- Brian is correct-miles
in response to
by
posted on
Aug 23, 2010 01:25PM
My question was about the green highlighted text as it pertains to redemption and the triggers for such action (specifically change in control). I won't pretend for one minute that I understand most of what is stated under 9. redemption. Perhaps in words of four letters (or less) you would be so kind as to explain what is meant by 9. redemption and if it is still applicable as of this date. Thanks miles.
The rest of what I posted was to show the cash payments received by those who signed the release forms.
9. Redemption. Notwithstanding anything to the contrary herein, in the event
that any one or more of the following occur (each, a "Redemption Trigger"), the
Rights Holder, at its option, may require the COMPANY to effect a Warrant
Redemption (as defined below) of any or all (at the Rights Holders' option) of
the Rights Holders' Warrants (as defined below):
A. The COMPANY merges into or is bought out by another company, or
becomes a private company that does not have publicly traded common
stock, or sells all or substantially all of the COMPANY's assets, or
B. Common stock of the COMPANY is tendered, purchased or exchanged
pursuant to a tender offer, purchase offer or exchange offer, or
C. There is a Change of Control (as defined below) of the COMPANY's
board of directors, and one or more of the following occurs:
(1) COMPANY sells, conveys, disposes of, spins off or assigns
any or all of its NEWCO Stock, or any or all of its rights to
receive the NEWCO Income, to any third party, in each case
without the Right Holder's written consent.
(2) The COMPANY issues or sells, or agrees to issue or sell
Variable Equity Securities (as defined below), for cash in
private capital raising transactions or any securities of the
Company pursuant to an equity line structure or format without
obtaining the prior written approval of the Rights Holder,
with the exception of any such agreements, transactions or
equity lines existing as of the date hereof. For purposes
hereof, the following shall be collectively referred to herein
as, the "Variable Equity Securities": any debt or equity
securities (or securities pursuant to an equity line structure
or similar structure) which are convertible into, exercisable
or exchangeable for, or carry the right to receive additional
shares of Common Stock either (i) at any conversion, exercise
or exchange rate or other price that is based upon and/or
varies with the trading prices of or quotations for Common
Stock at any time after the initial issuance of such debt or
equity security, or (ii) with a fixed conversion, exercise or
exchange price that greater than a thirty percent (30%)
discount to the then prevailing market or is subject to being
reset at some future date at any time after the initial
issuance of such debt or equity security due to a change in
the market price of the Company's Common Stock since date of
initial issuance.
If a Redemption Trigger has occurred and the Rights Holder elects a
redemption, then any of the Rights Holders' Warrants selected by the Rights
Holder for such redemption shall be redeemed ("Warrant Redemption") by the
Company as of the record date for such Redemption Trigger at a price per share
(that is, per share of common stock represented by the warrants) for each Rights
Holder Warrant equal to the "Redemption Price," which shall be defined as the
greater of (A) $0.50 per share, less the Exercise Price per share in effect for
that Rights Holder Warrant on the trading day immediately preceding the record
date of the Redemption Trigger (each subject to adjustment to account for any
forward or reverse stock splits), or (B) the applicable Warrant Redemption
Market Value (as defined below). For purposes hereof, the "Warrant Redemption
Market Value" shall equal the aggregate of the highest Warrant Market Values (as
defined below) for all of the Right Holders' Warrants being so redeemed
calculated on any date during the thirty (30) business day period ending on the
record date for the Redemption Trigger.
For purposes hereof,
"Change in Control" shall mean any change in the makeup of the
COMPANY's board of directors such that the remaining board members from the
following group do not constitute a majority of the board: Gloria Felcyn, David
Pohl, Helmet Faulk, Lowell Giffhorn and Carlton Johnson, Jr.