If the end goal of Pasaca is to keep QTMM public I
Post# of 22454
(Total Views: 457)
Posted On: 07/23/2021 9:22:47 AM
If the end goal of Pasaca is to keep QTMM public IMHO the reactivation will be sooner than later because of the following.
(f) Amendment and Restatement of Articles of Incorporation; Authorization of Shares; Reservation of Shares; Share Issuance Limitations. The Company shall, in accordance with the timing set forth in Schedule 3(f) of the Company Disclosure Schedule (which shall provide that all action necessary to cause the Company to be current in its filings with the SEC shall be taken on or before March 31, 2021), take the additional actions set forth in such Schedule 3(f) to amend and restate its Articles of Incorporation substantially as set forth in Exhibit D to this Agreement (with such changes thereto as shall be approved by Pasaca) to, among other things, authorize sufficient shares of Common Stock to be issued upon conversion of all Notes and issuance of all Purchased Shares as provided for in this Agreement. In addition, as an integral part thereof and thereafter the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 120% of the number of shares of Common Stock needed to provide for issuance of Common Stock upon conversion of any outstanding exercisable, convertible, or exchangeable Securities (without regard to any limitations on exercise, conversion, or exchange thereof). From and after the date hereof, without the prior consent of Pasaca and, following issuance of Notes and Purchased Shares, respectively, the holders of a majority of the Notes (on an as-converted basis) and Purchased Shares, as applicable, then outstanding, the Company shall not issue any Common Stock or any other security convertible into, exchangeable for, or exercisable to acquire Common Stock, or any other security with voting rights in respect of the Company, if the effect of the cumulative of all such issuances will cause the voting rights of the holders of Securities (on an as-converted basis) will be less than Fifty-One Percent (51%) of all voting rights on matters submitted to persons holding voting rights in respect of matters put to stockholders of the Company or in the election of directors.
With that the AS will be increases to cover all the companies obligations plus 20% higher.
(f) Amendment and Restatement of Articles of Incorporation; Authorization of Shares; Reservation of Shares; Share Issuance Limitations. The Company shall, in accordance with the timing set forth in Schedule 3(f) of the Company Disclosure Schedule (which shall provide that all action necessary to cause the Company to be current in its filings with the SEC shall be taken on or before March 31, 2021), take the additional actions set forth in such Schedule 3(f) to amend and restate its Articles of Incorporation substantially as set forth in Exhibit D to this Agreement (with such changes thereto as shall be approved by Pasaca) to, among other things, authorize sufficient shares of Common Stock to be issued upon conversion of all Notes and issuance of all Purchased Shares as provided for in this Agreement. In addition, as an integral part thereof and thereafter the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 120% of the number of shares of Common Stock needed to provide for issuance of Common Stock upon conversion of any outstanding exercisable, convertible, or exchangeable Securities (without regard to any limitations on exercise, conversion, or exchange thereof). From and after the date hereof, without the prior consent of Pasaca and, following issuance of Notes and Purchased Shares, respectively, the holders of a majority of the Notes (on an as-converted basis) and Purchased Shares, as applicable, then outstanding, the Company shall not issue any Common Stock or any other security convertible into, exchangeable for, or exercisable to acquire Common Stock, or any other security with voting rights in respect of the Company, if the effect of the cumulative of all such issuances will cause the voting rights of the holders of Securities (on an as-converted basis) will be less than Fifty-One Percent (51%) of all voting rights on matters submitted to persons holding voting rights in respect of matters put to stockholders of the Company or in the election of directors.
With that the AS will be increases to cover all the companies obligations plus 20% higher.
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