Restrictions -
Wireless has limited rights to sell all or a portion of the shares it
receives from the exchange at any time more than six months after consummation
of the exchange in privately negotiated sales to any person or group that
Metrocall and Wireless has not designated as restricted and subject to
Metrocall's right of negotiation and the transferee's consent to be bound by the
Securities Exchange Agreement. In addition, Wireless may sell all or portion of
the shares of Metrocall common stock it receives from the exchange at any time
more than twelve months after consummation of the exchange in one or more sales
in any available over-the-counter market for the common stock and/or through any
exchange on which the common stock is then traded, subject to the following
permitted period sales:
PERIOD (AFTER CONSUMMATION) PERMITTED SALES
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12 months - 18 months 2,650,000 shares
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18 months - 24 months 2,650,000 shares
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24 months - 30 months 2,650,000 shares
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After 30 months 5,300,000 shares
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PSINet and Aether will not, directly or
indirectly, sell, transfer or otherwise dispose of their shares for a period of
twelve months after the closing, with certain exceptions, unless the investor
has first delivered to Metrocall an offer for Metrocall to repurchase such
shares.
Warrants for HMT&F -
Metrocall also granted HMT&F two options to purchase additional shares of
Metrocall common stock. Metrocall granted an option to purchase 8,333,333 shares
of common stock (Option I), at an exercise price of $3.00 per share, subject to
adjustment under certain events. Option I may be exercised by HMT&F in whole but
not in part, at any time on or before the first anniversary of the closing.
Metrocall also granted HMT&F (i) an option to purchase 12,500,000 shares of
common stock at an exercise price of $4.00 per share plus, (ii) if HMT&F has not
exercised Option I, 8,333,333 shares of common stock at an exercise price per
share of $3.00, in each case subject to adjustment under certain events
(collectively, Option II). |
