Replies to post #35103 on iTalk Inc. (fka TALK)

[lloydm]

Affiliates - Merger agreement between TALK and UMS has many reference to Affiliates. The question is who are the affiliates.

We know it's not Mobix and other companies because those are defined as subsidiaries, so who's the affiliates and why do they wish to remain anonymous in the deal? There is more to this than we're aware of.


Merger Agreement

“Talk Indemnified Parties” means Talk and its Affiliates and their respective officers, directors, employees, partners, shareholders, and agents.

Affiliate” means, with respect to any Person, any other Person controlling, controlled by, or under common control with such Person. The terms “control,” “controlling,” and “controlled by” as used in the preceding sentence mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities, by Contract or otherwise.

Subsidiaries. As of immediately prior to Closing, UMS (a) does not own (and has not owned in the last five (5) years) any stock or other equity interest in another entity, or (b) maintain any subsidiaries or other Affiliated company or other corporate entity except as follows:

At the Closing, UMS will also be the 100% owner of United Mobile Solutions, LLC, International Touch Point, LLC, and United Prepaid, LLC (individually and collectively the “Subsidiaries”). The business activities previously conducted and assets previously held by Elephante (IT) and Mobix Wireless shall be 100% owned by UMS at the Closing.