Adjustments to Price. A "LIQUIDATION EVENT" shall mean any sale or disposition for cash (including, without limitation, a sale or disposition by EGN of all or substantially all of its assets followed by a distribution of the cash proceeds thereof to shareholders of EGN, a merger or consolidation involving EGN, a purchase of all or substantially all of the stock of EGN by a third party or the repurchase by EGN of any of its capital stock from the Company or its Subsidiaries) by the Company or its Subsidiaries of all or any part of its investment in EGN prior to the expiration date of the Offer. In the event of a Liquidation Event (or if more than one such Liquidation Event occurs, with respect to each Liquidation Event), each of the Merger Consideration, the Offer Price and the Option Spread shall be increased by an amount equal to 30% of any after-tax gain (after giving full effect to any capital loss carry-forward available to the Company, the availability of which is confirmed by the Company's independent accountants) on such Liquidation Event, calculated in accordance with GAAP, divided by the total number of Shares then outstanding on a fully diluted basis, assuming for this purpose the exercise only of outstanding Options, whether or not such Options are then vested, which are (or, giving effect to the adjustment in the Merger Consideration contemplated hereby, would be) in-the-money. Parent and Merger Subsidiary shall make such changes in the Offer Documents necessary to reflect any increase in the price per Share of the Offer pursuant to this provision, including extending the expiration date of the Offer as required by applicable Federal securities laws. The price used to compute any after-tax gain on a Liquidation Event shall be the cash received by the Company in such sale or disposition (net of any underwriting discounts and other amounts paid by the Company in connection with such sale), but only if such cash is for an aggregate amount in excess of the Company's then net book value of its interest in EGN.
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Adjustments to Price. A "LIQUIDATION EVENTLiquidation Event" shall mean any sale or disposition for cash (including, without limitation, a sale or disposition by EGN of all or substantially all of its assets followed by a distribution of the cash proceeds thereof to shareholders of EGN, a merger or consolidation involving EGN, a purchase of all or substantially all of the stock of EGN by a third party or the repurchase by EGN of any of its capital stock from the Company or its Subsidiaries) by the Company or its Subsidiaries of all or any part of its investment in EGN prior to the expiration date of the Offer. In the event of a Liquidation Event (or if more than one such Liquidation Event occurs, with respect to each Liquidation Event), each of the Merger Consideration, the Offer Price and the Option Spread shall be increased by an amount equal to 30% of any after-tax gain (after giving full effect to any capital loss carry-forward available to the Company, the availability of which is confirmed by the Company's independent accountants) on such Liquidation Event, calculated in accordance with GAAP, divided by the total number of Shares then outstanding on a fully diluted basis, assuming for this purpose the exercise only of outstanding Options, whether or not such Options are then vested, which are (or, giving effect to the adjustment in the Merger Consideration contemplated hereby, would be) in-the-money. Parent and Merger Subsidiary shall make such changes in the Offer Documents necessary to reflect any increase in the price per Share of the Offer pursuant to this provision, including extending the expiration date of the Offer as required by applicable Federal securities laws. The price used to compute any after-tax gain on a Liquidation Event shall be the cash received by the Company in such sale or disposition (net of any underwriting discounts and other amounts paid by the Company in connection with such sale), but only if such cash is for an aggregate amount in excess of the Company's then net book value of its interest in EGN.
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Sources: Agreement and Plan of Merger (Gibson Greetings Inc)
Adjustments to Price. A "LIQUIDATION EVENT" shall mean any sale or disposition for cash (including, without limitation, a sale or disposition by EGN of all or substantially all of its assets followed by a distribution of the cash proceeds thereof to shareholders of EGN, a merger or consolidation involving EGN, a purchase of all or substantially all of the stock of EGN by a third party or the repurchase by EGN of any of its capital stock from the Company or its Subsidiaries) by the Company or its Subsidiaries of all or any part of its investment in EGN prior to the expiration date of the Offer. In the event of a Liquidation Event (or if more than one such Liquidation Event occurs, with respect to each Liquidation Event), each of the Merger Consideration, the Offer Price and the Option Spread shall be increased by an amount equal to 30% of any after-tax gain (after giving full effect to any capital loss carry-forward available to the Company, the availability of which is confirmed by the Company's independent accountants) on such Liquidation Event, calculated in accordance with GAAP, divided by the total number of Shares then outstanding on a fully diluted basis, assuming for this purpose the exercise only of outstanding Options, whether or not such Options are then vested, which are (or, giving effect to the adjustment in the Merger Consideration contemplated hereby, would be) in-the-money. Parent and Merger Subsidiary shall make such changes in the Offer Documents necessary to reflect any increase in the price per Share of the Offer pursuant to this provision, including extending the expiration date of the Offer as required by applicable Federal securities laws. The price used to compute any after-tax gain on a Liquidation Event shall be the cash received by the Company in such sale or disposition (net of any underwriting discounts and other amounts paid by the Company in connection with such sale), but only if such cash is for an aggregate amount in excess of the Company's then net book value of its interest in EGN.if
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