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To: Janice Shell who wrote (2169)5/13/1998 10:44:00 AM
From: CatLady  Read Replies (1) | Respond to of 7491
 
Janice,

I suspect that the answer we'll get is that they knew Merced's lawyer was working on the paperwork for incorporation. If there was any intent to deceive, it's more likely that it was on Merced's part, rather than on CSHK's part, in my opinion.

I'm more interested right now in trying to get a handle on what valuation for CSHK might be justified. I'm still trying to sort out the issues on that a little better before I post.



To: Janice Shell who wrote (2169)5/13/1998 11:10:00 AM
From: jhild  Respond to of 7491
 
Inre to 11th Hour, let me be quick to clarify here that it seems that only 1.5M of the 100M preferred seem to be set aside as the Class A Convertible shares. Their conversion may be exercised 45 days after issue and for up to 3 years there after.

But further down in that document in article XI, it seems that:

The corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation, or any amendment hereto, and any right conferred on the shareholders is subject to this reservation.

Wow. What is this the Indian giver clause?


Also it seems that there is only one member of the board of directors designated originally. Ought to be easy to call a meeting I'm guessing.

So in effect, who knows where any of this stands if it can constantly be subject to revision by the 1 member board of directors.

Conveniently the corporation indemnifies all directors and officers.

Makes me curious now about the Articles of Incorporation of the mother ship.



To: Janice Shell who wrote (2169)5/13/1998 12:21:00 PM
From: jhild  Respond to of 7491
 
I have reviewed the filing for Catalyst Software as well. On a quick comparison basis, it appears to be a monument to the miracle of wordprocessing. The agreement appears to be the same in all regards save the name of the company itself.

So I wonder who that one director is, for each of these companies?

Roni, is that you? Or is this where Tony pops into the picture?