yEaH Bluff us again?? LOL Sorry, STILL NO R/S! Thinman13 Member Level Wednesday, 11/05/14 09:42:44 PM
Re: None
Post # of 21841
There is no RS pending. Here's what the merger agreement says:
"1.2
Conversion of Shares.
(a)
Conversion of Shares . At the Effective Time, by virtue of the Merger and without any action on the part of the shareholders of SoOum:
(i)
Purchaser Common Stock . The outstanding shares of SoOum common stock shall be converted into and become 6,768,955 shares of SFI convertible preferred stock, which is in turn convertible into approximately 6,768,955,444 shares of common stock of SFI, validly issued, fully paid and nonassessable.
(iii)
Conversion of Shares . All the outstanding SoOum Shares shall be exchanged for preferred stock convertible into 6,768,955,444 shares of SFI common stock in SFI ("SFI Shares”). The SFI shares shall be allocated pro-rata among the SoOum shareholders according to their ownership of SoOum Shares, issued and outstanding on the Closing Date. All such SoOum Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate or agreement representing any such SoOum Share shall cease to have any rights with respect thereto, except the right to receive SFI Shares therefor upon the surrender of such certificate in accordance with Section 1.2(b) hereof, without interest or dividends.
So how many shares is SoOum bringing to the table? (The answer is 1 million) Read here:
"4.4
Capitalization.
(a)
The authorized capital stock of SFI consists of 5,000,000,000 shares of Common Stock at $.0001 par value, and 50,000,000 shares of Preferred Stock at $.0001 par value per share. There are currently 1,692,238,861 shares of SFI Common Stock and 25,000,000 share of preferred stock issued and outstanding. All shares of capital stock of SFI outstanding as of the date of this Agreement have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive rights.
(b)
The authorized capital stock of the Merger Sub consists of 10,000,000 shares of Common Stock at $.0001 par value, and 10,000,000 shares of Preferred Stock at $.0001 par value per share. As of the closing there will be 1,000,000 shares of the Merger Sub Common Stock issued and outstanding and held by SFI. There are currently no shares of preferred stock outstanding. All shares of capital stock of the Merger Sub outstanding as of the date of this Agreement have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive rights.
So who is the Merger Sub? Read here:
"WHEREAS, the Boards of Directors of SoOum, the Merger Sub and SFI, have approved, and deem it advisable and in the best interests of their respective companies and stockholders to consummate a merger of SoOum with and into the Merger Sub (the “Merger”), with the Merger Sub as the surviving corporation in the Merger upon the terms and subject to the conditions set forth in this Agreement; and
WHEREAS, pursuant to the terms of this Agreement, upon consummation of the Merger, the issued and outstanding shares of common stock of SoOum shall have the right to receive approximately 6,786,955 shares of preferred stock, with each such share of preferred stock convertible into 1,000 shares of common stock and entitled to 1,000 votes per share (“Preferred Stock”), subject to adjustment as provided herein; and
WHEREAS, immediately upon the consummation of the Merger, the holders of the SoOum Shares shall collectively own, on a fully diluted basis, preferred stock of SFI convertible into common stock of SFI, the total of which represents approximately eighty percent (80%) of all the outstanding common stock of the then issued and outstanding shares of Common Stock of SFI."
And here:
" The Merger.
(a)
The Merger . At the Effective Time (as defined in Section 1.1(b)), the Merger shall be effected and SoOum shall be merged with and into the Merger Sub, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Minnesota Corporation Law (“MCL”) and Delaware General Corporation Law (“DGCL”), whereupon the separate corporate existence of SoOum shall cease and the Merger Sub shall continue as the surviving corporation in the Merger (the “Surviving Corporation”), and as a wholly owned subsidiary of SFI."
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