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."
How would I ELECT something? Oh, yeah...by VOTING!!! DUH!!!
Here's an example of how the price reset will happen and I think is exactly what will happen with CSHD:
<<Publication: Business Wire Publication Date: 12-APR-05 Format: Online - approximately words Delivery: Immediate Online Access
Article Excerpt DENVER -- In response to Verizon's filing of its S-4 statement with the SEC today, Qwest Communications International Inc. (NYSE: Q) issued the following statement:
"No proxy filing can explain away the wide discrepancy between the shareholder value Qwest offered and Verizon's lower offer.
"The letter in today's S-4 filing from Mr. Capellas, on behalf of the MCI Board of Directors, clearly states that MCI has unanimously adopted the merger agreement. This pronouncement should send a clear message to MCI share owners -- Mr. Capellas and the MCI Board 'unanimously' support the creation of two classes of share owners and that $23.10 is what share owners are entitled to. This declaration by MCI ignores the facts that Qwest offered MCI $27.50 and that Verizon has cut a side deal that will pay one...>>
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