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Re: boston745 post# 10368

Monday, 08/21/2017 9:03:07 PM

Monday, August 21, 2017 9:03:07 PM

Post# of 41781
Yes Boston...I keep checking the Knee & Hip Meeting in NOV...

Thanks for pointing that out!

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My opinion again:

It doesn’t matter what type of M&A listed below:
Full-blown merger: A merger in which there is no common ownership between or among the companies. For a full-blown merger to move forward, the shareholders of all the constituent companies must approve it.

Parent-subsidiary merger: Occurs when one company owns all or substantially all (usually 90% or greater, depending on the jurisdiction) of the shares of the other constituent companies. Shareholders don’t need to approve a parent-subsidiary merger; instead, the board of directors of the parent company can act alone.

Upstream merger: A parent-subsidiary merger in which the parent company survives.

Downstream merger: A parent-subsidiary merger in which a subsidiary company survives.

Primary merger: The merger that occurs in the domestic states of the merging entities.

Surviving entities: Entities that continue to exist after a merger.

Non-surviving entities: Entities that are absorbed by a surviving entity.

Horizontal Merger

Reverse Merger

Etc…

As long as AMDA can submit to NASDAQ hearing panels:

1. A plan of M&A type from the above (In our case, it could be an acquisition by Z or horizontal merger)…We will find out the details of the speculative M&A between Z and A very soon!

2. Proposed R/S (Just proposal to vote! Not Effects the R/S yet) <<< This is the current ones to fix the minimum bid price of $1.

3. Etc...

Then NASDAQ will accept their plans & will grant continued listing exceptions like the below examples (Dif. scenarios of M&As with dif. type of delisting issues):

================ EXAMPLE 1 ==========================================
Sonus Pharmaceuticals Receives Favorable NASDAQ Decision
BOTHELL, Wash., July 17, 2008 /PRNewswire-FirstCall via COMTEX News Network/ -- Sonus Pharmaceuticals, Inc. (Nasdaq: SNUS) today announced that it received a notice from the NASDAQ Listing Qualifications Hearings Panel on July 16, 2008 indicating that the NASDAQ Panel has determined to grant Sonus' request to continue the listing of its securities on The NASDAQ Global Market. The Company's continued listing on NASDAQ is subject to its compliance with certain conditions by August 29, 2008, including the implementation of a reverse stock split, the completion of its planned merger with OncoGenex Technologies Inc., and approval from NASDAQ of the combined entity's application for initial listing on The NASDAQ Capital Market upon completion of the merger.
http://ir.oncogenex.com/releasedetail.cfm?ReleaseID=322857

============== EXAMPLE 2 ==========================
On May 16, 2017, Jaguar Animal Health, Inc. (the "Company") received a letter from the Listing Qualifications Staff (the "Staff") of The NASDAQ Stock Market LLC ("NASDAQ") indicating that the bid price for the Company's common stock for the last 30 consecutive business days had closed below the minimum $1.00 per share required for continued listing under NASDAQ Listing Rule 5550(a)(2).

On April 20, 2017, the Company appeared before the NASDAQ Hearings Panel (the "Panel"), at which hearing the Company presented its plan to evidence compliance with the $2.5 million stockholders' equity requirement for continued listing concurrent with the closing of the Company's proposed merger with Napo Pharmaceuticals, Inc. ("Napo"). On April 27, 2017, the Company received formal notice that the Panel had determined to grant the Company's request for continued listing on NASDAQ, subject to the Company's completion of its proposed merger with Napo on or before July 31, 2017, and the Company's compliance with the $2.5 million stockholders' equity requirement as a result of the merger.
http://www.4-traders.com/JAGUAR-ANIMAL-HEALTH-INC-18445415/news/JAGUAR-ANIMAL-HEALTH-INC-Notice-of-Delisting-or-Failure-to-Satisfy-a-Continued-Listing-Rule-or-S-24458146/

============= EXAMPLE 3 =============================================
Nasdaq’s authorization for the continued listing of the Company’s common stock on the Nasdaq Capital Market following the Merger is a condition to closing under the Merger Agreement.
http://pdf.secdatabase.com/1067/0001101680-16-000095.pdf

&

I believe Boston posted an example before too. Boston, can you please dig in your posts and post it again?
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From my previous post:
The whole voting for R/S carries 2 purposes:

1. For the appeal hearing to buy time (while they are wrapping the merger later...once announce.)...during these time, they need to stay listed until the merger is done.

*** In order to qualify for hearing, they must have some plans to show to the hearing panels later...this DEFA14A vote "TODAY" on R/S plays 1 perfect part (together w/ other plans) for hearing qualification purpose ***
2. #1 above & possibly coordinate w/ share swapping ratio. Many of my past posts show plenty of examples already. If the R/S is used to swap share, they will announce this the same moment the merger news come out.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133935532
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*** They will NOT R/S out of nowhere ***

*** If they really wanted to fix the $1 issue to stay listed....the whole voting should have been done on July 29th, 2017 & R/S would have been effected already & the minimum $1 trading price should have been traded since July 31st, 2017 ***

If R/S ever be used to coordinate with share swapping in conjunction with swap ratio, it will only effect under 2 situations & it will be spelled out CLEARLY ON THE M&A NEWS:

PRIOR TO THE MERGER …

OR

PRIOR TO THE CLOSING OF THE MERGER…

&

You can find examples of the news announcements from my previous posts:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133775048
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133838866

*** Looking down from NASA ISS, ones can easily spot poisonous posts with agenda (intention to create Fear, Uncertainty, & Doubt) ***

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Like always, nothing speak louder than a post full of links for readers to verify the info!
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