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Re: mroc237 post# 308

Tuesday, 12/21/2010 12:10:00 AM

Tuesday, December 21, 2010 12:10:00 AM

Post# of 360
ASRG -- it gets better:

"This per share cash consideration is payable by AH Holdings Inc. and subject to increase if less than all of the stock options and warrants to purchase the Company's common stock have been exercised as of the effective time of the merger and/or if some or all of the warrants to purchase the Company's common stock are exercised on a cashless basis. In addition, under the terms of the definitive merger agreement, at the closing of the transaction American Surgical's stockholders will receive (a) additional per share merger consideration consisting of a final cash dividend, if any, payable by the Company and computed in accordance with the definitive merger agreement and (b) an ownership interest in CMC Associates, LLC, a subsidiary of the Company, which will be the beneficial owner of certain pending litigation and litigation rights. The cash consideration payable by AH Holdings Inc. will not be paid on an aggregate of 2,234,707 shares of the Company's common stock owned by certain members of the Company's management team (the "Non-Participating Stockholders"). Instead, these people will receive a 14.9% ownership interest, collectively, in the buyer's parent entity. The proposed transaction is expected to close during the first quarter of 2011."

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