VNL 11.5% 11.5¢ vinyl group ltd

Accept your point on the meaning of anti-dilutive. Thanks.You've...

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    Accept your point on the meaning of anti-dilutive. Thanks.

    You've taken time to lay that all out very clearly, and are also well informed. So I would like to follow up, as I don't want to walk away from a good opportunity without first considering all angles.

    Just following your logic... Songtradr cannot pursue a takeover by exercising the Tranche 2 Notes & Options because it would be considered a takeover and that requires a shareholder vote. Except it wouldn't be considered a takeover because post-White they would be just short of 50%, so maybe they can exercise them without a vote. Is that a fair interpretation? If they are contradictory statements, which one is correct?

    Barring any unforeseen falling-out between the parties, we can be fairly certain White will always vote his shares in support of Songtradr (ditto Wiltshire). So don't they have de facto control, without having formal control? If they unintentionally structured it this way, would it coincidentally help them to skirt some rules?

    Let's say they try to exercise the Notes & Options:
    Either (a) it won't be deemed a takeover, so there will be no vote; or (b) it will be a takeover, and there might be a vote.

    (a) If there is no vote, Songtradr + White + Wiltshire will eventually have 54% of the common stock, but Songtradr will have just less than 50% on its own. They will likely all vote together on everything always.

    (b) If there is a vote, and shareholders decide not to approve it, then Jaxsta become liable to Songrtradr to repay the Note + Interest? $3.7m? At current burn rates, in 12 months time Jaxsta will have $0. So where will that money come from, if Conversion is attempted just prior to profitability? Genuine question.

    Will they also have to compensate Songtradr for the loss of the Option, even though Song wanted to exercise it? Last valued at $5m. Or will Song just have to write this off because the Notes weren't exercised?

    If anyone has the patience to follow this through, I'd appreciate that.
 
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