neomfriend - That is not how it would go down.
Try this scenario: Let's say somebody (anybody) came to Neom and said "I want to buy you out for 250mil" What would happen is Neom could accept the buy-out on the premise that 40 or so million goes to pay of YA's debt. Neom approaches YA and states their intent to pay YA off - YA then holds the option to convert their full amount owed into shares as opposed to accepting the pay-off. In other words YA would have an easy decision: Accept the 40 or so million or convert to common (which would in essence give them 50+% of the 5 billion A/S "if they converted it would be O/S") Nevertheless, YA would then hold 50+% percent of Neom of which is being purchased for 250 mil - Equaling a total return of 125 mil as opposed to 40 mil. What decision would you make if you were in their shoes? Safe to say most would opt to convert giving the opportunity...
Now, for us: The ramifications would be; our return would be cut in half due to the O/S maxing out upon YA converting to common in such a scenario (by doubling the O/S from present 2.3 to 5 billion) All of this is based on my understanding and interpretation of the SPA language and what I presume to be logical in relation to YA greedy ways...
By all means if I'm missing something here "chime in"...