Have they analyzed the register and noted how many URF holders own larger stakes in URFPA, which combined with general apathy and a tendency for many to vote in line with management recommendations, concluded that they are confident a vote by only URF holders will still be yes? Making the vote only for URF holders might be their weak response when they get complaints the whole deal is unfair?
If they are wrong and URF holders vote no, the break fee comes into play.
Ann: URF executes Purchase and Sale agreement, page-62
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