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VLG » Topics » We are subject to a right of first refusal agreement which may delay or restrict future equity financings and transactions.

This excerpt taken from the VLG 10-K filed Sep 28, 2006.
We are subject to a right of first refusal agreement which may delay or restrict future equity financings and transactions.
 
In connection with one of our acquisitions, we entered into a right of first refusal agreement with our largest shareholder Gary E. West, several of Mr. West’s affiliated persons and entities, and Praxair, Inc. The right of first refusal agreement, which is effective through September 29, 2006, provides Praxair the right:
 
  •  to match any third party offer to purchase all or a material part of our assets;
 
  •  to match any offer to purchase shares from Mr. West and his affiliates that would cause their ownership of our common stock to drop below 51% on a fully-diluted basis; and
 
  •  to purchase all of the shares held by Mr. West and his affiliates if Mr. West proposes to dispose of his shares in a transaction prior to the expiration of the agreement that would result in his controlling less than 51% of our shares, or if we issue additional shares that would cause his ownership to drop below that percentage.
 
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