|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the CVS 8-K filed Aug 13, 2008. NYSE”)
(unless a waiver or exemption therefrom is obtained from the NYSE), (ii)
the number of Shares issuable upon exercise of the Top-Up Option would exceed
the number of authorized but unissued Shares or (iii) any other provision
of Applicable Law or judgment, injunction, order or decree shall prohibit the
exercise of the Top-Up Option or the delivery of the Top-Up
Shares. The aggregate purchase price payable for the Top-Up Shares
being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be
determined by multiplying the number of such Shares by the Offer Price, without
12
interest. Such
purchase price may be paid by Merger Subsidiary, at its election, either
entirely in cash or by executing and delivering to the Company a promissory note
having a principal amount equal to such purchase price. Any such
promissory note shall bear interest at the rate of 3% per annum, shall mature on
the first anniversary of the date of execution and delivery of such promissory
note and may be prepaid without premium or penalty.
(c) In
the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger
Subsidiary shall deliver to the Company a notice (the “ |
| |||||||
