Here it is all summed up and highlighted. Below is information including links to the information needed to determine the post merger price of FHAL (CVSU) as $15.00 a share.
6.3 COVENANTS OF BOTH PARTIES TO THE AGREEMENT.
(a) Reorganization for TAX Purposes. Each of the parties hereto undertakes and agrees to use its reasonable efforts to cause the Merger to qualify as "reorganization" within the meaning of Section 368(a) of the Code and that it will not intentionally take any action that would cause the Merger to fail to so qualify.
The proposed Treasury Regulations add a similar rule that must be satisfied for a transaction to qualify as a reorganization under section 368 of the Code. Section 368 generally allows for the tax-free acquisition of the stock or assets of one corporation by another corporation if the transaction is structured in a manner set forth in Section 368 of the Code. If the reorganization involves the transfer of assets, the transaction will qualify as a reorganization only if (i) the fair market value of the assets transferred by the target corporation exceeds the sum of the liabilities of the target corporation that are assumed by the acquiring corporation and the amount of “boot” received by the target corporation in connection with the exchange, and (ii) the fair market value of the assets of the issuing corporation exceeds the amount of its liabilities immediately after the exchange. If the reorganization involves a transfer of the stock of the target corporation, then the Net Value Requirement is modified and the determination as to whether there is a surrender of net value is made by examining the fair market value of the target corporation’s assets and the sum of the target corporation’s liabilities immediately prior to the exchange.
Here is the kicker in the 8K. CEO has confirmed by telephone that they will be offering $15.00 per share. Or you can continue to hold your share for above that price.
2.6 AVERAGE CLOSING PRICE ADJUSTMENT.
In the event that the Actual Average Closing Price is less than $15.00, the Surviving Holdings Company shall deliver written notice to the Company no later than the second (2 nd ) Business Day preceding the Closing Date pursuant to which the Surviving Holdings Company shall elect, in its sole discretion, to: (a) maintain the Average Closing Price at a price equal to the Actual Average Closing Price; (b) set the Average Closing Price at $15.00 and pay the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ) an amount in cash equal to $15.00 minus the Actual Average Closing Price per share of Buyer's Stock to be received by such holders of Company Shares; or (c) set the Average Closing Price at $15.00 and pay no additional consideration to the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ). In the event that the Buyer elects option (c) described above, the Company may terminate this Agreement by providing the Buyer written notice of termination no later than one (1) Business Day prior to the Closing Date.
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