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Re: None

Friday, 03/20/2015 8:44:10 AM

Friday, March 20, 2015 8:44:10 AM

Post# of 730169
M&A can be done today, no need to wait for shareholder meeting IMO because

1) KKR can exercise their warrants today since 03/19/2015 passed by yesterday (they agreed not to exerciese them until that date)
2) Reincorporation in Delaware is a sure thing because B-preferreds have voting power and more than 57% and the holder of the B-preferreds have agreed to VOTE FOR the reincorporation
3) The number of authorized common shares is not enough at the moment to convert all B-preferreds when an qualified acquisition takes place, but that is no problem because of

(d) If upon the applicable Mandatory Conversion Date the shares of Common Stock issuable upon such Mandatory Conversion Date exceeds the number of authorized shares of Common Stock (that are not otherwise reserved on the Issue Date), such shares of the Series B Preferred Stock shall automatically convert, to the fullest extent possible, into all authorized shares of Common Stock (that are not otherwise reserved on the Issue Date) available for issuance on a pro rata basis using the applicable conversion price on such Mandatory Conversion Date (the “Partial Conversion”). Shares of Series B Preferred Stock entitled to be converted but not actually converted in the Partial Conversion (such shares, the “Unconverted Shares”) shall remain outstanding and shall continue to be entitled to all the rights and preferences of the Series B Preferred Stock, including, without limitation, the rights and preferences set forth in Sections 3, 4, 6, 7, 12 and 15. For the avoidance of doubt, shares of the Series B Preferred Stock converted into shares of Common Stock in the Partial Conversion shall not remain outstanding and shall not retain the rights and preferences of the Series B Preferred Stock.
(e) Upon the Reincorporation or such earlier date that authorized shares of Common Stock sufficient to effect the Mandatory Conversion of the Unconverted Shares are available (the “Remainder Conversion Date”), the Unconverted Shares shall automatically convert into shares of Common Stock using the applicable conversion price on such Mandatory Conversion Date.



http://www.sec.gov/Archives/edgar/data/933136/000119312515001790/d845621dex31.htm

So let's have an M&A better today than July IMO!!!

Contrary opinions???

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