If the Merger has not closed by November 30, 2013 or the merger agreement is earlier terminated without closing (such earlier date being the "Merger Termination Date"), amounts owed under the Notes automatically convert into shares of AllDigital common stock at a conversion price equal to the lesser of (i) the lowest price per share at which AllDigital's common stock is sold in an offering of capital stock for cash by AllDigital that closes, or in which firm commitments are received, after the date of the Notes and prior to the Merger Termination Date, and (ii) the quotient of (A) $6,750,000, divided by (B) number of shares of AllDigital common stock issued and outstanding on the Merger Termination Date (assuming the exercise or conversion of all options or warrants to purchase, and all instruments convertible into, AllDigital common stock, other than the Notes and agreements on substantially similar terms).
Our unified digital broadcasting platform branded as AllDigital Cloud provides a scalable, flexible and secure architecture where various types of digital media (live events, video-on-demand, digital services and applications) can reach a global audience across mobile, desktop and digital televisions. We also provide related integration services including maintenance, service and support to power global deployments of digital media services.
AllDigital Cloud is based on our proprietary modular and grid computing based architecture that provides a unified digital broadcasting experience across the three screens.
In addition to historical information, this release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements encompass AllDigital's beliefs, expectations, hopes or intentions regarding future events. Words such as "expects," "intends," "believes," "anticipates," "should," "likely", "will" and similar expressions identify forward-looking statements. All forward-looking statements included in this release are made as of the date hereof and are based on information available to AllDigital as of such date. AllDigital assumes no obligation to update any forward-looking statement. Readers should note that many factors could affect the proposed combination AllDigital and Broadcast, as well as the future operating and financial results of AllDigital and/or Broadcast, and could cause actual results to vary materially from those expressed in forward-looking statements set forth in this release. These factors include, but are not limited to, the risk that the transaction contemplated by the merger agreement will not close; the risk that, if the proposed merger does close, the operations of AllDigital and Broadcast will not be integrated successfully or at all; the risk that the parties will be unable to successfully implement a combined business strategy; the risk that the combined company will not realize potential synergies and other anticipated marketing and financial impacts of the proposed merger; the risk that future financial and operating results of the combined company will not be as anticipated or suggested; the risks that the shareholders of either AllDigital or Broadcast will not approve the proposed merger; and the risk that the various conditions to closing of the proposed merger will not be satisfied. Additional risk factors, cautionary statements and other conditions which could cause actual results to differ from management's current expectations are contained in the filings of AllDigital with the Securities and Exchange Commission, including the risk factors identified in its most recent Annual Report on Form 10-K.