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Re: Diogenes of Sinope post# 8207

Monday, 11/19/2012 8:40:50 PM

Monday, November 19, 2012 8:40:50 PM

Post# of 18157
As far as surprise facts recently:

The 13D filed by AGS capital recently is interesting. Not sure if a question arises or an answer is needed:

http://www.sec.gov/Archives/edgar/data/1404593/000121390012005690/sc13d0512ags_medicalcare.htm

"On July 23, 2012, the Issuer sent to AGS a letter terminating the Reserve Equity Financing and Registration Rights Agreement, however, the Issuer did not pay the required termination fee. This was disclosed in Item 1.02 to the Issuer’s Current Report on Form 8-K, filed June 12, 2012, and incorporated herein by reference."

So the above hints at what? A default on an agreement, and this is why AGS holds or held a rather large amount of shares and basically a partner now?

Seeing the above, would it not make sense to question what will happen if MDCE defaults with the loan with Oceanwise(see below) now that there is an history of not paying for an agreed on thing; seeings how no or low cash?


http://www.sec.gov/Archives/edgar/data/1404593/000147793212002493/mdce_ex1047.htm

"Then UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTIONS 8.1, 8.2 AND/OR 8.3, THE LOAN, including principal and all accrued interest incurred up to occurrence of any such event of default, SHALL BECOME IMMEDIATELY DUE AND PAYABLE (hereinafter referred to as the “Default Amount”) AND PARTY B SHALL PAY AS PENALTY FOR OCCURRENCE OF EVENT OF DEFAULT TO PARTY A:

8.4 THE DEFAULT SUM defined as FORTY (40%) PERCENT OF PARTY B’S JOINT VENTURE SHARE IN REACHOUT HOLDINGS LIMITED

8.5 So long as Party B remains in default and fails to pay the Default Amount, then Party A shall have the right to demand at any time from Party B, and for every five (5) business days that Party B remains in default, to immediately issue, an additional FIVE (5%) PERCENT OF PARTY BS JOINT VENTURE SHARE IN REACHOUT HOLDINGS LIMITED until such time the Default Amount is paid in FULL or Party Bs joint venture share in Reachout Holdings Limited is reduced to ZERO holdings."

Am thinking questioning how will MDCE pay this off by or upon maturity. Maybe the current report has some info on status of this loan. And is the default sum actual share of Reachout holdings to be transfered to Oceanwise in the event of default or just the value.

"1.2. The term of the Loan shall be six (6) months, commencing from June 12, 2012 to December 12, 2012. This is the “Maturity Date”."