ARTG » Topics » Related Party Transactions

This excerpt taken from the ARTG DEF 14A filed Apr 21, 2009.
Related Party Transactions
 
Our Audit Committee reviews and approves all related party transactions required to be disclosed pursuant to applicable SEC rules and discusses with management the business rationale for any such transactions and whether appropriate disclosures have been made.
 
Related Party Transactions
 
Our Audit Committee reviews and approves all related party transactions required to be disclosed pursuant to applicable SEC rules and discusses with management the business rationale for any such transactions and whether appropriate disclosures have been made.
 
Related Party Transactions
 
On October 2, 2006, we acquired eStara, Inc. for total consideration consisting of 14,915,567 shares of our common stock and approximately $3.8 million in cash paid to eStara’s stockholders. As the former Chief Executive Officer and a former stockholder of eStara, John Federman, who is now Senior Vice President of ATG, received 366,537 shares of our common stock and approximately $19,779 in cash as merger consideration for his eStara shares. Approximately five percent of Mr. Federman’s merger consideration is being held in escrow pending any working capital adjustments, and an additional 10 percent is being held in escrow for one year for the purpose of securing amounts that may be payable to ATG by the eStara stockholders as a result of indemnification provisions in the merger agreement between ATG and eStara. In addition, Mr. Federman received a transaction bonus of $1,572,500. If eStara’s revenue meets specified 2007 targets, Mr. Federman and the other former eStara stockholders will receive total earn-out payments and bonuses of between $2.0 million and $6.0 million.
 
Our Audit Committee reviews and approves all related party transactions required to be disclosed pursuant to applicable SEC rules and discusses with management the business rationale for any such transactions and whether appropriate disclosures have been made.
 
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