Edde,
I copied portions of 8K below.
What you said looks correct to me.
Have a good one.
John
(b) Capitalization. The entire authorized capital stock of the Buyer
consists of (i) 900,000,000 Buyer Common Shares, of which 11,681,268 Buyer
Common Shares are issued and outstanding, and no Buyer Common Shares are held in
treasury, (ii) 8,000,000 Buyer Preferred Shares, none of which Buyer Preferred
Shares are issued or outstanding, and (iii) 3,256,500 Buyer Warrants. All of the
Buyer Common Shares to be issued in the Merger have been duly authorized and,
upon consummation of the Merger, will be validly issued, fully paid, and
nonassessable. There are no other outstanding or authorized options, warrants,
purchase rights, subscription rights, conversion rights, exchange rights, or
other contracts or commitments that could require the Buyer to issue, sell, or
otherwise cause to become outstanding any of its capital stock. There are no
outstanding or authorized stock appreciation, phantom stock, profit
participation, or similar rights with respect to the Buyer.
(vii) Buyer Warrants. Each Buyer Warrant outstanding at and as of the
Effective Time will remain outstanding and in full force and effect,
provided, however, (A) that, in the event of any reverse stock split, the
price at which such Buyer Warrant is exercisable shall not be adjusted
(while the number of shares which may be received upon exercise of such
Buyer Warrant shall be adjusted downward), and (B) that in the event of any
exercise of such Buyer Warrant at any time after the date hereof, Target
may issue to any person it designates that number of Common Shares that,
when issued and when added to the number of other Common Shares then held
by Capital One, Inc., an Illinois corporation ("CapitalOne"), its designees
or its transferees, is in the same proportion to the total number of shares
outstanding immediately after the exercise of the Buyer Warrant, as the
number of Common Shares held by CapitalOne, its designees or its
transferees immediately prior to the exercise of such Buyer Warrant is to
the total number of shares outstanding immediately prior to the exercise of
such Buyer Warrant.
(v) Conversion of Target Shares. At and as of the Effective Time, (A)
each Target Share (other than any Dissenting Share or Buyer-owned Share)
shall be converted into the right to receive 41,415.405 Buyer Shares (the
ratio of 41,415.405 Buyer Shares to one Target Share is referred to herein
as the "Conversion Ratio"), (B) each Dissenting Share shall be converted
into the right to receive payment from the Surviving Corporation with
respect thereto in accordance with the provisions of the Illinois General
Corporation Law, and (C) each Buyer-owned Share shall be canceled;
provided, however, that the Conversion Ratio shall be subject to equitable
adjustment in the event of any stock split, stock dividend, reverse stock
split, or other change in the number of Target Shares outstanding. No
Target Share shall be deemed to be outstanding or to have any rights other
than those set forth above in this ss.2(d)(v) after the Effective Time. |
