This is what the covenant says,
For so long as IBC or any of its affiliates holds any shares of Common Stock, neither Company nor any of its affiliates shall vote any shares of Common Stock owned or controlled by it (*unless voting in favor of a proposal approved by a majority of Company’s Board of Directors*), or solicit any proxies or seek to advise or influence any person with respect to any voting securities of Company; in favor of (1) an extraordinary corporate transaction, such as a reorganization or liquidation, involving Company or any of its subsidiaries, (2) a sale or transfer of a material amount of assets of Company or any of its subsidiaries, (3) any material change in the present capitalization or dividend policy of Company, (4) any other material change in Company’s business or corporate structure, (5) a change in Company’s charter, bylaws or instruments corresponding thereto (6) causing a class of securities of Defendant to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (7) causing a class of equity securities of Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, (8) terminating its Transfer Agent (9) taking any action which would impede the purposes and objects of this Settlement Agreement or (10) taking any action, intention, plan or arrangement similar to any of those enumerated above. *Nothing in this section shall be deemed to exclude strategic decisions by Company made in an effort to expand the Company except as expressly stated herein*. The provisions of this paragraph may not be modified or waived without further order of the Court.
"unless voting in favor of a proposal approved by a majority of Company’s Board of Directors" - This says that FROZ can make moves as long as it benefits FROZ and is voted on and approved by a majority vote of FROZ's board of directors. It is also saying that FROZ cannot have a common share holder vote unless it is to approve a board of directors majority vote.
"Nothing in this section shall be deemed to exclude strategic decisions by Company made in an effort to expand the Company except as expressly stated herein." - This states FROZ is still able to make moves to expand the company.
The hearing was on February 14th. The LOI with Motovox occurred on the 10th. LOI is not worthy of merger status, so the merger still has the ability of falling apart; however I don't see the covenant restricting such actions.
AI
