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See Notes on attached. N. Ovuka, T. Hancock, & R. Smith agree. B. Michael Verne

New formal interpretation being written.

Agree. The distinction in #118 is that the best continued to exist but the shareholder received of his guarantee. N. Ovuka concurs

I agree, As do M. Bruno, R. Smith, T. Hancock & N. Ovuka. This is not an acquisition & therefore not covered by the Act.

(see attached charts)

Agree N. Ovuka concurs

Agree This is not an earn out which must be added to the acquisition price. N. Ovuka & K. Berg concurs.

A&B are not direct competition. A vendor-vendee type relationship does not preclude the use of this exemption. A appears to meet the other requirements of the exemption.

Agree. Nancy Ovuka concurs. This does not constitute the acquisition are a wholesale distribution business.

The conveyance of the membership interest which gives A the right designate a majority of the directions of B is viewed as the acquisition of all of the assets of B by A. If the assets are valued in...