XML 31 R20.htm IDEA: XBRL DOCUMENT v3.5.0.2
Subsequent Events
9 Months Ended
Sep. 30, 2016
Subsequent Events [Abstract]  
Subsequent Events

14. Subsequent Events

In preparing the consolidated financial statements, management has evaluated all subsequent events and transactions for potential recognition or disclosure through the date the accompanying consolidated financial statements were issued.

Board Representation Agreement

On October 26, 2016, the Company entered into a Board Representation Agreement (“Board Representation Agreement”) with EF Realisation Company Limited (“EF Realisation”). Under the Board Representation Agreement, as long as EFR Guernsey, a wholly-owned subsidiary of EF Realisation and the direct holder of the majority of the Company’s Class A voting common stock, owns 15% or more of the issued and outstanding shares of Class A voting common stock, it has the right to designate up to, but no more than, two directors (each, a “Designee”) to serve on the board of directors of the Company (the “Board”), and for as long as EFR Guernsey owns at least 10% but less than 15% of the issued and outstanding Class A voting common stock, it has the right to designate up to, but no more than, one Designee to serve on the Board.  One Designee, as directed by EF Realisation, must serve on each committee of the Board provided that such appointment would not contravene any applicable rules and regulations of the NASDAQ Stock Market or the Securities and Exchange Commission.

 

Registration Rights Agreement

On October 26, 2016, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with EF Realisation. Pursuant to the Registration Rights Agreement, subject to certain limitations, the Company agreed to register for resale of the Class A voting common stock held by EFR Guernsey (“EF Realisation Stock”).  The Company agreed to file a registration statement (the “Registration Statement”) providing for the resale of EF Realisation Stock no later than the earlier of (the “Filing Deadline”): (i) October 26, 2017, and (ii) 30 days after the date the Company first becomes eligible to file a registration statement on Form S-3.  The Company agreed to cause the Registration Statement to become effective no later than 120 days after the Filing Deadline.

If a Registration Statement is not effective on or prior to the Filing Deadline, EF Realisation will have certain demand registration rights. Subject to certain exceptions, if at any time the Company proposes to register an offering of equity securities or conduct an underwritten offering of its Class A voting common stock, whether or not for its own account, then the Company must notify EF Realisation of such proposal to allow them to include a specified number of their shares of Class A voting common stock in that registration statement or underwritten offering, as applicable.

The registration rights provided under the Registration Rights Agreement are subject to certain conditions and limitations. The Company agreed to generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective.