Xxxxx Shares Outstanding. (1) The correct total number of shares of Xxxxx Common Stock outstanding as of the date hereof (including Restricted Xxxxx Shares, whether or not vested) is set forth in Section 4.1(b)(iv) of the Xxxxx Disclosure Letter, column A.
(2) The correct total number of shares of Xxxxx Common Stock subject to issuance upon the exercise or payment of any Xxxxx Stock Options (whether vested or unvested) outstanding as of the date hereof is set forth in Section 4.1(b)(iv) of the Xxxxx Disclosure Letter, column B.
(3) The correct total number of shares of Xxxxx Common Stock that would be issued (including Restricted Xxxxx Shares, whether or not vested) or would be subject to issuance upon the exercise or payment of Xxxxx Stock Options (whether vested or unvested) if Xxxxx issued all of the Xxxxx Stock Options and/or Restricted Xxxxx Shares that it is permitted to issue pursuant to Section 5.1(c)(ii), is set forth in Section 4.1(b)(iv) of the Xxxxx Disclosure Letter, column C.
(4) The correct total number of Red Lion Common Shares subject to issuance upon the exercise or payment of options or other rights to acquire Red Lion Common Shares expected to be issued to employees of Xxxxx in connection with the Merger, (other than those to be issued pursuant to Section 2.3 or described in clause (3) above) is set forth in Section 4.1(b)(iv) of the Xxxxx Disclosure Letter, column D.
(5) The correct total number of unvested Restricted Xxxxx Shares as of the date hereof that are both not entitled to vote and for which the safe harbor described in Treasury Regulation Section 1.355-7(d)(8) applies is set forth in Section 4.1(b)(iv) of the Xxxxx Disclosure Letter, column E.
(6) The correct total number of Xxxxx Stock Options outstanding as of the date hereof for which the safe harbor described in Treasury Regulation Section 1.355-7(d)(8) applies is set forth in Section 4.1(b)(iv) of the Xxxxx Disclosure Letter, column F.
Xxxxx Shares Outstanding. At the completion of the Closing and the conversion of the Class “B” Preferred for common shares, there will be issued and outstanding both before and after closing the following Xxxxx shares:
(a) Common shares: DESCRIPTION OF SHAREHOLDER CLASS XXXXX COMMON SHARES HELD PRIOR TO RE-ORGANIZATION XXXXX COMMON SHARES OWNED AFTER RE-ORGANIZATION 2 1 Percentage of all Common Shares Owned at Closing2 Affiliates and Principals of TRBT 0 11,144,150 92.49% Xxxxx Principal and Affiliated Shareholders 303,651 303,651 2.52% Xxxxx Public Shareholders 247,593 601,841 4.99% After Amended Articles are filed, there will one hundred million authorized common shares.
(b) All Class “B” Preferred Shares will be surrendered and cancelled or converted to common shares prior to closing. All Class “B” Preferred Shares of the Xxxxx Principals shall be cancelled upon exchange as set-out above. The common share certificates issued, but not actually delivered, in the conversion of the Class “B” Preferred shares shall be held as set-out below.
(c) After Amended Articles are filed, there will be ten million authorized but unissued Class “A” Preferred Shares.
