To: Lord Smooth who wrote (1522 ) 3/2/1998 9:06:00 PM From: Mighty_Mezz Read Replies (1) | Respond to of 14347
Here's a link to the 8-K freeedgar.com Here's the anti-shorting provision: >> 5.1 Prohibition Against Short Sales. No holder of Preferred Shares shall directly or indirectly effect a short sale of the Corporation's Common Stock for the holder's own account or for the account of a Related Person. "Short sale" shall mean any sale of a security which the seller does not beneficially own or any sale which is consummated by the delivery of a security borrowed by, or for the account of, the seller, in either case whether or not the seller is the owner of Common Stock at the time of such sale. "Related Person" shall mean (A) any member of the holder's immediate family; (B) any entity of which the holder is an officer, director, or holder of a position having comparable duties or responsibilities; (C) any entity in which the holder is the owner of an equity interest; and (D) any person which would be deemed to be an "affiliate" of the holder as that term is defined in the Securities Act of 1933 or the rules and regulations promulgated thereunder. (a) In the event of any violation of this prohibition against short sales, the Preferred Shares owned by the violating holder shall cease to be convertible into shares of the Corporation's Common Stock, and the Corporation shall have the assignable right, exercisable at any time thereafter, to redeem all Preferred Shares and all shares of Common Stock issued upon conversion of Preferred Shares beneficially owned by the violating holder for an amount equal to 50% of the following, whichever is applicable: (i) the par value of the Preferred Shares, or (ii) the market value of the shares of Common Stock issued, or which would have been issuable but for such violation, upon full conversion of such Preferred Shares. In the event a holder of Preferred Shares effects a short sale and thereafter converts all or any portion of such Preferred Shares and sells or otherwise disposes of the shares of Common Stock issued upon such conversion, the Corporation shall be entitled, at any time thereafter, to recover from such holder the profit made or realized by such holder upon sale or other disposition of such Common Stock.