The schedules not viewable in the abridged version
Post# of 36728
Posted On: 05/06/2014 8:05:09 PM
The schedules not viewable in the abridged version of the merger agreement posted at OTCM allow for exceptions in regard to issuance of new shares up to the effective date. Therefore, one cannot assume the O/S of either SKTO or its sister were frozen on 04/04/2014 at the values given in the viewable agreement.
Commentary on schedules referred to in public version of 8-K. Schedules are included only in the nonpublic version. Key word in text: "except."
1) "There is no injunction, order, judgment or decree imposed upon AEGY, or any of its officers or directors, or the assets of AEGY except as set forth on Exhibit 3.8." (public 8-K)
There is no companion statement like the above applying to SKTO. Draw your own conclusions.
2) Schedule 2.9 would tell us details about outstanding instruments that entitle holders to receive common shares after 04/04/2014. A similar schedule in the agreement applies to AEGY.
"All of the outstanding liabilities of SKTO at closing of the Merger shall be discharged or otherwise paid or resolved, and all options, warrants, conversion rights or privileges of SKTO which entitle the holder to receive shares of the stock of SKTO shall be cancelled or converted into common stock of SKTO prior to the closing of the merger, except as set forth to the contrary in a list of liabilities, options, warrants, conversion rights or privileges of SKTO which entitle the holder to receive shares of the stock of SKTO, to remain outstanding, due and payable included in Schedule 2.9 of this Agreement, as mutually agreed between SKTO and AEGY prior to Closing." (public 8-K)
3) Schedule 4.2(a) would tell us how many shares SKTO can issue after 04/04/2014.
"Except as set forth above and as described in Schedule 4.2 (a), as of the date hereof, no shares of capital stock or other voting securities of SKTO are issued, reserved for issuance or outstanding and no additional shares of capital stock or other voting securities of SKTO shall be issued or become outstanding after the date of this Agreement." (public 8-K)
4) Rights of preferred shareholders.
"The preferred stock of the Surviving Entity shall have the rights and preferences as set forth in the Statement of Rights and Preferences set forth on Exhibit 2.7." (public 8-K)
Commentary on schedules referred to in public version of 8-K. Schedules are included only in the nonpublic version. Key word in text: "except."
1) "There is no injunction, order, judgment or decree imposed upon AEGY, or any of its officers or directors, or the assets of AEGY except as set forth on Exhibit 3.8." (public 8-K)
There is no companion statement like the above applying to SKTO. Draw your own conclusions.
2) Schedule 2.9 would tell us details about outstanding instruments that entitle holders to receive common shares after 04/04/2014. A similar schedule in the agreement applies to AEGY.
"All of the outstanding liabilities of SKTO at closing of the Merger shall be discharged or otherwise paid or resolved, and all options, warrants, conversion rights or privileges of SKTO which entitle the holder to receive shares of the stock of SKTO shall be cancelled or converted into common stock of SKTO prior to the closing of the merger, except as set forth to the contrary in a list of liabilities, options, warrants, conversion rights or privileges of SKTO which entitle the holder to receive shares of the stock of SKTO, to remain outstanding, due and payable included in Schedule 2.9 of this Agreement, as mutually agreed between SKTO and AEGY prior to Closing." (public 8-K)
3) Schedule 4.2(a) would tell us how many shares SKTO can issue after 04/04/2014.
"Except as set forth above and as described in Schedule 4.2 (a), as of the date hereof, no shares of capital stock or other voting securities of SKTO are issued, reserved for issuance or outstanding and no additional shares of capital stock or other voting securities of SKTO shall be issued or become outstanding after the date of this Agreement." (public 8-K)
4) Rights of preferred shareholders.
"The preferred stock of the Surviving Entity shall have the rights and preferences as set forth in the Statement of Rights and Preferences set forth on Exhibit 2.7." (public 8-K)
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