Bottomless? Floorless ? I doubt...
In the 8K, exhibit 4.3 page 1 and 2 I read:
(2) HOLDER'S CONVERSION OF PREFERRED SHARES. A holder of preferred shares shall have the right, at suich holder's option, to convert the Preferred shares into the shares of the company's common stock, $.001 par value per share (the "COMMON STOCK"), on the following terms and conditions:
(a) CONVERSION RIGHT. Subject to the provisions of Section 2(j), at any time or times after the Issuance Date (as defined below), any holder of preferred shares shall be entitled to convert any whole number of Preferred Shares into fully paid and nonassesable shares ( rounded to the nearest whole share in accordance with section 2(h) of Common Stock , at the conversion rate (as defined below);provided however that in no event any holder shall be entitled to convert Preferred Shares in excess of that number of Preferred Shares which, upon giving effect to conversion, would cause the aggregate number of shares of Common Stock benificially owned by the holder and its affiliates to exceed 4.99% of the Common Stock following such conversion. For the purposes of the foregoing proviso, the aggregate number of common shares of Common Stock benificially owned by the holder and its affiliates shall include the number of Common Stock issuable upon conversion of the Preferred Shares with respect the determination of such proviso is made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, non converted etc
There being three buyers, the maximum shares they can get at conversion will be:
3(0.0499).(1.1497. number of outstanding shares). In my view this indicates ca 3,8 mln shares. Additional, not yet convertible Preferred shares,they have to hold on for some time.
Am I right?
Martin |
