Toxic Filings

[e-ore]

CIGW - Common cancelled as part of merger agreement


Upon the closing of the Merger, the outstanding capital stock of the Company will either be converted into the right to receive a pro rata portion of the Merger Consideration, or canceled for no consideration, as follows:

• each outstanding share of Series A-1 Non-Convertible Preferred Stock, par value $0.00001 per share (the “Series A-1 Preferred Stock”), will be converted into the right to receive a pro rata portion of the aggregate preference payment applicable to the Series A-1 Preferred Stock, as set forth in the Certificate of Designation, Preferences and Rights of the Series A-1 Preferred Stock and Series A-2 Convertible Preferred Stock (the “Series A Certificate of Designation”), which is currently calculated at approximately $62.5 million;

• each outstanding share of Series A-2 Convertible Preferred Stock, par value $0.00001 per share (the “Series A-2 Preferred Stock” and, together with the Series A-1 Preferred Stock, the “Series A Preferred Stock”), will be converted into the right to receive a pro rata portion of the remainder of the Merger Consideration, which is less than the aggregate preference payment applicable to the Series A-2 Preferred Stock, under the terms of the Series A Certificate of Designation, to which the holders of the Series A-2 Preferred Stock would otherwise be entitled, and which is currently calculated at approximately $82.4 million (thereby resulting in a shortfall to such holders of approximately $64.3 million);

• each outstanding share of Series B 6% 2012 Convertible Redeemable Preferred Stock of the Company (the “Series B Preferred Stock”), including accrued but unpaid dividends thereon, will be canceled for no consideration; and

• each outstanding share of common stock, par value $0.00001 per share, of the Company (the “Common Stock”) will be canceled for no consideration.

http://archive.fast-edgar.com//20150416/A6A9Q22CZM22Q2Z2222C2WZCJMCPZB22X272/