NeoMedia Technologies, Inc (NEOM)

[brewskih]

They have no voting interest in NEWCO, and they surely arent in any position to drive them to push their product QODE.

And in my last post to YJ I stated I stand corrected, but technically speaking I was right all along.

NEOM now owns 18000 shares of NEWCO, which is the parent company of MOBOT. NEOM now holds 100 shares of MOBOT, which technically is a subsidiary of NEWCO. So NEOM has no power of MOBOT, and has no power over their parent company NEWCO, since their NEWCO shares are non voting, and have 2 stamps on the certificates, one stating they are non transferrable, and the second stating they have restrictions on voting.

What would be ironic is for NEWCO to resell MOBOT, which I dont see any prohibitions from them doing so

"""""""“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred or otherwise disposed of in the absence of an effective registration statement under such Act or an opinion of counsel satisfactory to the corporation to the effect that such registration is not required.”


“The shares represented by this certificate are subject to restrictions on transfer and agreements with respect to repurchase and voting, a copy of which will be furnished by the Company to the holder of this certificate upon written request and without charge.”""""""""

And NEOM lost a potential business partner in the deal as well, since they cant approach this party for at least 2 years.......

""""""""6.7 Joint Venture Transaction. NeoMedia agrees that the proposed joint venture transaction initially contemplated among NeoMedia, Mobot and a third party with respect to the CPG market, which transaction was described in a letter of intent among such parties entered into in March 2006 and was subsequently negotiated by such parties using a proposed name for the joint venture entity of “Ilumena,” is a business opportunity of Mobot and not of NeoMedia. NeoMedia agrees that during the period of two (2) years following the date of this Agreement it will not solicit such third party with respect to any similar transaction and will not interfere in any way with efforts by Mobot to enter into such transaction with such third party.
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