Aluf Holdings Inc (AHIX)

[Maria56]

I am only saying that, instead of a provision to hold off on the merger until the lawsuit is settled, the merger agreement says this:

(d) at the Closing, the shares of APII Common Stock and APII Preferred Stock shall be divided among the CWS Stockholders as described in Schedule 1.5. However. a certain amount of shares of APII Common Stock and APII Preferred Stock, as described in Schedule 1.5. shall be held in reserve following the Closing, until the settlement or completion of that certain claim by a former CWS consultant for alleged unpaid compensation and his claim that he owns 15.8% of the issued and outstanding shares of CWS common stock (the "Lawsuit"). CWS categorically denies the validity of the Lawsuit because it received no consideration in exchange for the stock and compensation that is in dispute.

Why bother to write the above at all if there was any uneasiness about ownership? The lawsuit was filed before the agreement. The implications of Sandia Tech owning 15.8% of CWS's pitiful share of WAFR is clear to me.