SURGE COMPONENTS INC SPRS

election_required = True...o the expiration date by any odd lot holder (as defined below) who: (a) tenders all shares owned beneficially or of record by that odd lot holder (tenders of fewer than all the shares owned by that odd lot holder will not qualify for this preference); and (b) completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. 12 (2) Second, after the purchase of all of the shares tendered by odd lot holders, subject to the conditional tender provisions described in Section 6, Surge will purchase all other shares properly tendered and not properly withdrawn prior to the expiration date, on a pro rata ba...

expiry = 2017-03-03...E Exhibit 99.(a)(1)(A) OFFER TO PURCHASE FOR CASH BY SURGE COMPONENTS, INC. OF UP TO 5,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $1.43 PER SHARE THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 3, 2017, UNLESS THE TENDER OFFER IS EXTENDED. Surge Components, Inc. (“Surge,” “we,” “us” or “our”) is offering to purchase up to 5,000,000 shares of its common stock, $0.001 par value per share, at a price of $1.43 per share, net to the seller in...

mechanism = FIXEDEX-99.(A)(1)(A) 2 sctoi0217ex99aia_surge.htm OFFER TO PURCHASE Exhibit 99.(a)(1)(A) OFFER TO PURCHASE FOR CASH BY SURGE COMPONENTS, INC. OF UP TO 5,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $1.43 PER SHARE THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 3, 2017, UNLESS THE TENDER OFFER IS EXTENDED. Surge Components, Inc. (“Surge,” “we,” “us” or “our”) is offering to purchase up to 5,000,000 shares of its common stock, $0.001 par value per share, at a price of $1.43 per share, net to the seller...

must_tender_all = True...e Act. What happens if more than 5,000,000 shares are tendered in the tender offer? If more than 5,000,000 shares are tendered in the tender offer, we will purchase shares in the following order: • first, from all holders of “odd lots” of less than 100 shares who properly tender all of their shares and do not properly withdraw them before the expiration date; • second, after purchasing the shares from the “odd lot” holders, from all other shareholders who properly tender shares and who do not properly withdraw them before the expiration date, on a pro rata basis, subject to the conditional tender provisions described in Section 6,...

no_priority = True...consult their tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure. 6. Conditional Tender of Shares. Subject to the exceptions for odd lot holders, in the event of an over-subscription of the tender offer, shares tendered prior to the expiration date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular shareholder may affect the tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. Accordingly, a shareholder may tender shares subject to the condition that a specified minimum number of the share...

price = USD 1.43...)(1)(A) 2 sctoi0217ex99aia_surge.htm OFFER TO PURCHASE Exhibit 99.(a)(1)(A) OFFER TO PURCHASE FOR CASH BY SURGE COMPONENTS, INC. OF UP TO 5,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $1.43 PER SHARE THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 3, 2017, UNLESS THE TENDER OFFER IS EXTENDED. Surge Components, Inc. (“Surge,” “we,” “us” or “our”) is offering to purchase...

threshold = 100...pecified number of shares, none of those shares will be purchased. Odd Lots. For purposes of the tender offer, the term “odd lots” shall mean all shares properly tendered prior to the expiration date and not properly withdrawn by any person referred to as an “odd lot holder” who owns beneficially or of record an aggregate of fewer than 100 shares and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth above, odd l...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 sctoi0217ex99aia_surge.htm OFFER TO PURCHASE Exhibit 99.(a)(1)(A) OFFER TO PURCHASE FOR CASH BY SURGE COMPONENTS, INC. OF UP TO 5,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $1.43 PER SHARE THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 3, 2017, UNLESS THE TENDER OFFER IS EXTENDED. Surge Components, Inc. (“Surge,” “we,”...

final_price = 1.43EX-99.(A)(1)(A) 2 sctoi0217ex99aia_surge.htm OFFER TO PURCHASE Exhibit 99.(a)(1)(A) OFFER TO PURCHASE FOR CASH BY SURGE COMPONENTS, INC. OF UP TO 5,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $1.43 PER SHARE THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 3, 2017, UNLESS THE TENDER OFFER IS EXTENDED. Surge Components, Inc. (“Surge,” “we,” “us” or “our”) is offering to purchase up to 5,000,000 shares of its common stock, $0.001 par value...

tendered = 5000000.... Under no circumstances will we pay interest on the purchase price, even if there is a delay in making payment. See Sections 1 and 5. How many shares will Surge purchase? We are offering to purchase 5,000,000 shares validly tendered in the tender offer, or such fewer number of shares as are properly tendered and not properly withdrawn prior to the expiration date. 5,000,000 shares represents approximately 49% of our outstanding common stock as of February 2, 2017. As of February 2, 2017, we had 10,224,431 i...