Here's the relevant info from the 8-k (I believe!)
I believe the top share price is figured at $4.22, and the bottom share price is at $3.25 (actual price is tied to TRY's final share price), but I'm not good at reading this type of language yet so maybe I'm wrong. I do know people on the DRNK thread aren't happy with the terms....
-dave
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(b) Each share of Company Common Stock issued and outstanding
immediately prior to the Effective Time (other than the Excluded Shares and
other than the Dissenting Shares) shall be by virtue of the Merger, and
without any action on the part of the holder thereof, cancelled and converted
solely into the right to receive, upon the surrender of the certificate
formerly representing such share of Company Common Stock in accordance with
Section 2.3 hereof, 0.1722 (the "Conversion Price") of a validly issued,
fully paid and non-assessable share of the Parent Class A Common Stock,
without interest; provided, that (i) if the Average Parent Share Price shall
be less than $18.875, then the Conversion Price shall be adjusted so that it
shall equal the quotient obtained by dividing (A) $3.25 by (B) the Average
Parent Share Price, and (ii) if the Average Parent Share Price shall be
greater than $24.50, then the Conversion Price shall be adjusted so that it
shall equal the quotient obtained by dividing (x) $4.22 by (y) the Average
Parent Share Price (the Conversion Price to reflect such adjustment,
if any, is hereinafter referred to as the "Adjusted Conversion Price"). |
