Tim, when I looked at that language after we merged I predicted a loss in arbitration. Ask any PHX people and they will concur. We have already lost one arbitration and the company will hire the best lawyers (O"melveny and Myers) to smack us around if COC is arbitrated again. Yes, this is a POS contract!!!!!!
Respectfully,
P. REZ
P. REZ
We lost the Arbitration because it was rendered on an OPINION from judge Bloch. He ruled such because the the usair stock was cancelled before they came out of BK.
"One begins with the observation that this was a sale of stock, not assets.
The bargained
language requires the sale of common stock, which is further
specified 4 as “then outstanding common stock†issued and in the hands of
shareholders. In this case, however, all “then outstanding stock†of the US
Airways Group that had existed prior to the Company’s emergence from
bankruptcy was cancelled."
P. REZ
The COC is stonger than ever.....there's no ways that either merger partner just cancel their stock if they are not in BK. Especially some one the likes of UA, AA, ??. Our COC language states the following:
"Upon a change in control defined as the sale of all or
substantially all of the assets or
common stock of the
Company or US Airways Group in a single transaction (or in
multi-step related transactions) to a single purchaser (or a
group of purchasers acting in concert."
The ruling was base on the fact that the stock became worthless and new stock was issued as LCC ( because of multiple investors after BK )
"For the purposes of this paragraph,
“Common Stock†is the Common Stock of US Airways
Group, which are then outstanding and the
Common Stock
issuable on exchange, exercise, and/or conversion of
securities of the Company or US Airways Group which are
then currently exchangeable into, exercisable for, or
convertible into such Common stock."
In a merger ( with someone
not in BK ) there would be an exchange of stocks with value that trigger a change of some ones control.
Kind of like DL/NW. Someone will get an amout of new stock like 2 for 3, or 1 for 2, or something like that.