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Replies to post #88709 on Solaris Power Cells Inc (fka SPCL)
11/15/17 10:08 AM
11/15/17 10:16 AM
11/15/17 10:41 AM
The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior the Closing, including among other reasons, (1) by Origo to HTH if the Closing has not occurred on or prior to March 12, 2018 and by written notice by HTH to Origo if all the conditions to Closing have not been satisfied by December 12, 2017, (2) by either party if Origo receives notice from acceptable securities exchanges, including Nasdaq and NYSE:AMERICAN, that the Successor’s common stock will not be approved for listing on such exchanges, (3) by HTH if at Closing and after payment of all transaction and other expenses payable by Origo and payment in connection with Redemptions (as defined herein), Origo does not have net tangible assets of at least $5,000,001, (4) by either party in the event of the other party’s uncured breach (subject to certain materiality qualifiers), or (5) by Origo if its shareholders do not approve the Merger Agreement and related transactions.
Certain large shareholders of HTH have agreed that they will not, subject to certain exceptions, transfer, sell, tender or otherwise dispose of the shares of the Successor that they will receive as a result of the Merger for a certain period of time. Such stockholders will enter into lock-up agreements prior to the closing to evidence such restrictions. Please read the section entitled, “The Business Combination Proposal — Lock-Up Agreement.”
11/15/17 11:16 AM
AI
