OVERALL TRANSACTION. It is the ultimate purpose of this transaction to cause Durwxxx xx make an offer to acquire all of the issued and outstanding capital stock, warrants and options of SportsNuts in exchange for like securities of Durwxxx xx further described herein and to cause SportsNuts to become a wholly owned subsidiary of Durwxxx. Xxwever, said transaction shall be accomplished in two steps. In the first step, Durwxxx, xxth the assistance of SportsNuts, shall present an offer to all current shareholders of SNC who are reasonably believed by SNC to be accredited investors as defined by Rule 501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended (the "Act"). The Closing of the Acquisition described herein is conditioned upon the acceptance by accredited SportsNuts Stockholders representing at least 80% of the outstanding SNC Common Stock. In the event the Acquisition is completed, in that Durwxxx xx able to acquire at least 80% of the outstanding SNC Common Stock from accredited SNC Stockholders, Durwxxx xxxll, as the second step, use its best efforts to file and pursue to effectiveness a registration statement with the S.E.C. and any applicable state agencies, covering an offer to all remaining SNC securities holders (common shares, warrants and options) to exchange their existing securities of SNC for like securities of Durwxxx xx the basis described herein, (the "Second Exchange").In the first step, Durwxxx xxxll offer to existing accredited holders of outstanding SNC Warrants ("SNC Warrantholders") the opportunity to exchange such securities for like securities of Durwxxx xx the manner and on the basis described herein (the "Accredited Warrant Exchange").
OVERALL TRANSACTION. From the date of the Agreement until Closing (each included), each of and all the Sellers and the SCP Founders shall not (and shall cause each and every of their Affiliates, including, for the avoidance of doubt, the Companies, not to), directly or indirectly, have any discussion, negotiation, provide information, enter into any Contract or agreement with any person other than Blade (or any Affiliate of Blade) and their advisers, or take any action that would be reasonably likely to interfere, conflict with or otherwise cause all or part of the Overall Transaction (and the exclusive rights to be granted to Blade, or an Affiliate of Blade, contemplated therein) not to be completed as agreed pursuant to this Agreement, the AOA and the TSA.
OVERALL TRANSACTION. In connection with the Merger, the Company has formed Novume as a wholly owned subsidiary, and Novume has formed Merger Sub and Brekford Merger Sub. Pursuant to the Merger Agreement, after Merger Sub has been converted to a limited liability company, the Company will merge with and into Merger Sub, with Merger Sub surviving, and Brekford Merger Sub will merge with and into Brekford, with Brekford surviving. As a result of these transactions, Novume will own 100% of the issued and outstanding capital stock of Merger Sub (which in turn will own all of the assets and assume all of the liabilities (except to the extent assumed by Novume) of the Company) and 100% of the issued and outstanding capital stock of Brekford.
