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MarketScreener Homepage  >  Equities  >  Nyse MKT  >  Northern Oil & Gas, Inc.    NOG

NORTHERN OIL & GAS, INC.

(NOG)
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NORTHERN OIL & GAS, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

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02/21/2020 | 04:52pm EDT

Item 1.01. Entry into a Material Definitive Agreement.


On February 20, 2020, Northern Oil and Gas, Inc. (the "Company") entered into an
Exchange Agreement (the "Exchange Agreement") with TRT Holdings, Inc., a
Delaware corporation, and certain related entities and individuals named therein
(collectively, the "TRT Holders"), which are considered by the Company to be
related parties in accordance with the Company's policy regarding the same.

The Certificate of Designations of the Preferred Stock filed with the Secretary
of State of the State of Delaware on November 22, 2019, as amended (the
"Certificate of Designations"), contains limitations on the ability of the
Company and holders of Preferred Stock to effect conversions of shares of
Preferred Stock for shares of the Company's common stock, par value $0.001 per
share (the "Common Stock"), if after a conversion a holder would beneficially
own shares of common stock in excess of the "Conversion Cap," as set forth
therein. As of the date of the Exchange Agreement, the TRT Holders collectively
beneficially owned a number of shares of Common Stock in excess of the
Conversion Cap. The Exchange Agreement provides, notwithstanding anything to the
contrary in the Certificate of Designations, including the Conversion Cap, for
the TRT Holders to be able to exchange shares of Preferred Stock for shares of
Common Stock in the manner otherwise contemplated by the Certificate of
Designations. As of the date hereof, the TRT Holders have not exchanged or
converted any shares of Preferred Stock into Common Stock.

The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


   Exhibit Number                                          Description
               10.1         Exchange Agreement, dated as of February 20, 

2020, among Northern Oil and

                            Gas, Inc., TRT Holdings, Inc. and the other signatories thereto
                  104       The cover page from this Current Report on Form 8-K, formatted in Inline
                            XBRL





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© Edgar Online, source Glimpses

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