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I don't know, there has not been any type of release yet, patiently waiting for the kaboom here....and no not the rockets fired at the base hahaha
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(j) Conversion of Shares of UniverCell Common Stock; Conversion or Cancellation of DAYTONA BRANDS Shares; Change of Name. At the Effective Time of the Merger:
(i) Each share of UniverCell Common Stock issued and outstanding immediately before the Effective Time of the Merger (other than shares held by any Person who is a Dissenting Shareholder) shall, by virtue of the Merger, be converted into and represent one-twenty-fifth (1/25) of one (1) share of UniverCell Common Stock.
(ii) Each Person who is a DAYTONA BRANDS Shareholder immediately before the Effective Time of the Merger (other than any Person who is a Dissenting Shareholder) shall, by virtue of the Merger be entitled to receive one hundred twenty five and 3,418/10,000 (125.3418) shares (the “Conversion Number”), of UniverCell Common Stock (the “UniverCell Shares”) in exchange for each issued and outstanding share of DAYTONA BRANDS Common Stock (collectively, the “DAYTONA BRANDS Shares”) held by the DAYTONA BRANDS Shareholder immediately prior to the Effective Time of the Merger. Each of the DAYTONA BRANDS Shares that, immediately prior to the Effective Time of the Merger, is held by DAYTONA BRANDS as treasury stock shall by virtue of the Merger be canceled and retired without payment of any consideration.
(iii) Each share of common stock of the Merger Subsidiary issued and outstanding immediately before the Effective Time of the Merger shall, by virtue of the Merger, be converted into and represent one hundred twenty five and 3,418/10,000 (125.3418) shares of DAYTONA BRANDS Common Stock.
(iv) No fractional UniverCell Shares shall be issued in the Merger.
(v) The name of UniverCell shall be changed to DAYTONA BRANDS Corporation.
(k) Exchange of Certificates for UniverCell Shares.
(i) As promptly as practicable after the Effective Time of the Merger, DAYTONA BRANDS shall cause to be mailed to each DAYTONA BRANDS Shareholder a form of letter of transmittal (“Letter of Transmittal”). After the Effective Time of the Merger, each DAYTONA BRANDS Shareholder, upon surrender to UniverCell of a DAYTONA BRANDS stock certificate or certificates, together with the completed and duly executed Letter of Transmittal, and each UniverCell Shareholder, upon surrender to UniverCell of a UniverCell a stock certificate of certificates, will be entitled to receive a certificate or certificates evidencing the number of shares of UniverCell Shares into which his, her or its shares of DAYTONA BRANDS Common Stock have been converted in connection with the Merger. Until so surrendered, each DAYTONA BRANDS stock certificate shall, after the Effective Time of the Merger, represent for all purposes, only the right to receive UniverCell Shares as provided herein.
(ii) If any portion of UniverCell Shares are to be issued to a Person other than the registered holder of shares of DAYTONA BRANDS Common Stock or UniverCell Common Stock formerly represented by the certificate or certificates surrendered, it shall be a condition to issuance of the new certificates that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such new certificates shall pay to UniverCell any transfer or other Taxes required as a result of such issuance to a Person other than the registered holder of such shares of DAYTONA BRANDS Common Stock or UniverCell Common Stock or establish to the satisfaction of UniverCell that such Tax has been paid or is not payable.
(iii) No dividends or other distributions with respect to the UniverCell Shares shall be paid to a DAYTONA BRANDS Shareholder until the certificate(s) representing the DAYTONA BRANDS Shareholder’s shares of DAYTONA BRANDS Common Stock are surrendered as provided in this Section 1(k). Upon such surrender, there shall be paid, without interest, to the Person in whose name the certificates representing the UniverCell Shares into which such shares of DAYTONA BRANDS Common Stock were converted are registered, all dividends and other distributions payable in respect of such securities on a date subsequent to, and in respect of a record date after, the Effective Time, less the amount of withholding Taxes which may be required thereon.
(iv) If any certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and, if required by UniverCell, the posting by such Person of a bond in such reasonable amount as UniverCell may direct as indemnity against any claim that may be made against it with respect to such certificate, UniverCell shall issue in exchange for such lost, stolen or destroyed certificate the consideration provided for, and in accordance with the procedures set forth, in this Section 1(k) and, if applicable, any unpaid dividends and distributions with respect to UniverCell Shares deliverable in respect thereof pursuant to this Agreement.
(l) Adjustments. If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of UniverCell or DAYTONA BRANDS shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period or any similar event, this Section 1 shall be appropriately adjusted; provided, however, that DAYTONA BRANDS shall be permitted up through the Effective Time to issue additional shares of DAYTONA BRANDS Common Stock in connection with the private placement thereof; provided, further, that in no event shall the shares of DAYTONA BRANDS Common Stock outstanding at the Effective Time exceed 30,000,000 shares.
(m) No Further Transfer of Shares. At and after the Effective Time, there shall be no transfers of shares of DAYTONA BRANDS Common Stock that were outstanding immediately prior to the Effective Time on the stock transfer books of DAYTONA BRANDS. If, after the Effective Time, certificates are presented to DAYTONA BRANDS for transfer, such certificates shall be canceled and exchanged for the UniverCell Shares as provided in this Section 1.
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This is a GOOD R/S, not a bad one! What it means Sarge is we may see $1.00+ a share again like 4 years ago... (Remember though, you'll have only 1/25th of the shares you have now. ie: is you have 250,000, you'll have 10,000.00
I may keep this quite a while..... I guess the Symbol change will be in a few weeks and then I think the RS happens at the same time....So if you have sell orders in - they'll be canceled so you have to re-set them under the new symbol and prices you want!
Good Luck all - I'm leaving on a Cruise tomorrow -Hope I come back to .15 a share BEFORE the RS! HeeHee
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did i get stuck with a bag? was this split a crap deal that I got stuck in ?? Or does someone really think it will go back up with the completion of the merger?
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lol so even with the merger damn! Remember sexually deprived for your freedom and still getting f#($ed in the end. I knew it was too good, at least the tick is up hahaha maybe i can dump this one fast and get all of it back from PGPM
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