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  4. OWC Pharmaceutical Research Corp. (OWCP) Message Board

Let's face it, none of us know how this will play

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Post# of 15624
(Total Views: 661)
Posted On: 06/11/2019 11:43:23 AM
Posted By: BruceLake
Let's face it, none of us know how this will play out. Having said that, I do believe that neither side has the ability to act unilaterally.

In a previous post this is what I wrote:
Quote:
Concern has been expressed on the fact that Discovery will have a controlling number of shares. I personally think what will ensue is a cat and mouse situation between the Company and Discovery. The Company still has cards up its sleeve that they can play:

Quote:
Top paragraph of page 73.
Blank check preferred stock
Our amended and restated certificate of incorporation provides for 20,000,000 authorized shares of preferred stock. The existence of authorized but unissued shares of preferred stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of us or our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group. In this regard, our amended and restated certificate of incorporation grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a change in control of us.




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