Pegasus Tel Inc (PTEL)

[cashclan]

Call me a Crazy Scots-Irishman...



But I think this is where it's at...


9) MERGER, CONSOLIDATION, ETC .

a. If at any time or from time to time there shall be (i) a merger, or consolidation of the Company with or into another corporation, (ii) the sale of all or substantially all of the Company’s capital stock or assets to any other person, (iii) any other form of business combination or reorganization in which the company shall not be the continuing or surviving entity of such business combination or reorganization, or (iv) any transaction or Series of transactions by the company in which in excess of 50 percent of the Company’s voting power is transferred (each, a “Reorganization”), then as a part of such Reorganization, provision shall be made so that the holders of the Series B Stock shall thereafter be entitled to receive upon conversion of the Series B Stock, the same kind and amount of stock or other securities or property (including cash) of the Company, or of the successor corporation resulting from such Reorganization, to which such holder would have been entitled if such shares of Series B Stock had been converted immediately prior to the effective time of Such Reorganization. In any such case, appropriate adjustment shall be made in the application of the provisions of this SECTION 9 to the end that the provisions of this SECTION 9 (including adjustment of the Conversion Value then in effect and the number of shares of Common Stock or other securities issuable upon conversion of such shares of Series B Stock) shall be applicable after that event in as nearly equivalent a manner as may be practicable.

b. The provisions of this SECTION 9 are in addition to and not in lieu of the provisions of SECTION 7 hereof.