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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/01/11 AMP Holding Inc. 8-K:1,3,5,9 5/25/11 8:404K MDM Corp Elec Fi… Inc/FA |
Document/Exhibit Description Pages Size 1: 8-K Amp Holding Inc. Form 8-K HTML 25K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 42K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 42K 4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 46K 5: EX-4.4 Instrument Defining the Rights of Security Holders HTML 44K 6: EX-4.5 Instrument Defining the Rights of Security Holders HTML 46K 7: EX-4.6 Instrument Defining the Rights of Security Holders HTML 43K 8: EX-4.7 Instrument Defining the Rights of Security Holders HTML 51K
(a) | Date of Option: | ||
(b)
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Optionee:
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(c)
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Number of Shares:
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500,000
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(d)
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Exercise Price:
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$0.60 per share
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(b) The Board of Directors (the “Board”) has authorized the granting to Optionee of a stock option ("Option") to purchase shares of common stock of the Company ("Stock") upon the terms and conditions hereinafter stated and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Rule 701 thereunder.
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a) |
a person unaffiliated with the Company acquires more than 40 percent control over its voting securities;
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b) |
the individuals who, as of May 1, 2011 are members of the Company’s board of directors (the “Incumbent Board”), cease to constitute at least two-thirds of the Incumbent Board; however, a newly-elected board member that was elected or nominated by two-thirds of the Incumbent Board shall be considered a member of the Incumbent Board;
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c) |
the Company’s stockholders approve a merger, consolidation or reorganization with an unrelated entity, unless the Company’s stockholders would own at least 51 percent of the voting power of the surviving entity; the individuals who were members of the Incumbent Board constitute at least a majority of the members of the board of directors of the surviving entity; and no person (other than one of the Company’s affiliates) has beneficial ownership of 40 percent or more of the combined voting power of the surviving entity’s then outstanding voting securities;
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d) |
the Company’s stockholders approve a plan of complete liquidation or dissolution of the Company; or
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e) |
the Company’s stockholders approve the sale or disposition of all or substantially all of the Company’s assets.
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(a) Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing
investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement.
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(b) Optionee further represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy of such information.
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(c) Unless and until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form:
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THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.
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AMP HOLDING INC., | |||
a Nevada corporation | |||
COMPANY:
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By:
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/s/ Paul Gonzales | |
Name: Paul Gonzales | |||
Title: Chief Financial Officer | |||
OPTIONEE: | JAMES E. TAYLOR | ||
By: | /s/ JAMES E. TAYLOR | ||
(signature) | |||
Name: |
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By:
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/s/ | |
Name: JAMES E. TAYLOR | |||
This ‘8-K’ Filing | Date | Other Filings | ||
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Filed on: | 6/1/11 | 3, 4 | ||
For Period End: | 5/25/11 | |||
5/1/11 | ||||
List all Filings |