<2.01. Preferred Stock. The Preferred Stock will be valued at its liquidation value, will be non-voting, will have a liquidation preference over all other classes of capital stock of Southwestern and will be convertible at the option of the holder thereof into shares of Southwestern's Common Stock having a value of $2,200,000 twelve (12) months following the Closing Date.>
Very interesting..... non-voting.... liquidation preference...
<The Shareholder will not sell, assign, transfer or encumber any of such shares unless (i) a registration statement under the Act with respect thereto is in effect and the prospectus included therein meets the requirements of Section 10 of the Act, or (ii) a no-action letter is obtained from the staff of the Commission in respect of such proposed sale, assignment, transfer or encumbering, or (iii) Southwestern has received a written opinion of counsel reasonably satisfactory to it that, after an investigation of the relevant facts, such counsel is of the opinion that such proposed sale, assignment, transfer or encumbering does not require registration under the Act.>
More things of interest.....
<Neither the Corporation nor any of the Subsidiaries is infringing upon any patent, copyright, trade name or trademark or otherwise is violating the rights of any third party with respect thereto, and no proceedings have been instituted or, to the knowledge of the Corporation and the Shareholder, after reasonable inquiry, are threatened and no claim has been received by the Corporation, any of the Subsidiaries or the Shareholder alleging any such violation.>
Good to read this in print... the proprietary nature of the process is very important as is the opening of new treatment facilitities in key areas across the country...
Thanks for posting the excerpts. Looks like the Ides of March will be upon us shortly. The year is sailing by already.... stop the world ...I want to get off for a while.<g> |
