These provisions permit release of 25% of the escrowed shares
at the time of the Final Exchange Bulletin approving the transaction and further 25% every six months thereafter.
The earn-out portion of the escrowed shares
will be earned and released from escrow only to the extent that Maximum attains certain financial targets over the five years following closing.
Ten percent of the escrowed shares
will be released to the holders upon issuance of the TSX Venture Exchange's final bulletin in respect of the qualifying transaction.
Some or all of the escrowed shares
may be released to the stockholders of Empire based on a two-year earn-out formula.
While the Company has agreed to register these escrowed shares
, it cautions investors that these shares are being provided as collateral and compensating balances, and are not for immediate resale purposes.
With the issuance of escrowed shares
for the pending Australian acquisition we combined shares issued for the quarter with the HCI transaction giving the appearance of nearly 11,000,000 being issued for $4,000,000.
The shares will remain in escrow until the Company's 2009 Annual Meeting of Stockholders, at which time the issuance of the escrowed shares
will be submitted for stockholder approval.
The TSX-V has confirmed that the Escrowed Shares
(assuming conversion and/or exercise) will be released from escrow upon receipt by the Company of shareholder approval to a 5:1 consolidation.
The remaining 2,777,779 escrowed shares
will be released
In the event that Able's Board, in exchange for additional consideration from AAP, agrees to assume AAP's obligations as to certain convertible debentures it had previously issued, then the escrowed shares
will be issued to the debenture holders that elect to convert their debentures to Able common stock, with any remaining escrowed shares
to be released to AAP.
As part of the Company's listing requirements, an aggregate of 4,799,239 common shares controlled by Company Officers and Directors will be subject to the TSX-V's value security escrow requirements, applicable to a Tier 1 issuer, and will be released from escrow as follows: 25% of the escrowed shares
at the time of listing and 25% of the escrowed shares
every six months thereafter.
These escrowed shares
, approximately 90% of which are held by directors and officers of the Company, were scheduled to be released in six month increments up until July 22, 2009.