Posted by: SGE1 on March 14, 2008 02:10PM

In response to: Re: Form 4 (Note in bold) by billwilke

"(a merger or acquisition with TPL excluded),"

You guys could easily be interpreting this parenthetical all wrong - as to the intent.

If it said ""(a merger with or acquisition of TPL excluded)", this conjecture would make sense. But read the whole condition, as to context:

"(a) A successful M & A acquisition brought forth by Mr. Goerner, (a merger or acquisition with TPL excluded), approved by the board of directors"

The way I interpret the intent is that Rick can only satisfy this condition if he, by himself and not in cooperation with TPL (as a possible team move - where TPL may have done all the leg work), makes an acquisition happen. He gets rewarded for HIS work, not piggy-backing the work of TPL.

Now, THAT opens a whole other line of thinking, doesn't it?

PTSC and TPL (perhaps via Alliacense, where they are already 50/50 owners) going in together to acquire another entity? There's some post fodder! Find an entity hurting for money, where their operations complement those of both PTSC and Intellasys, that could be acquired with PTSC's and TPL's pooled resources, that's listed on the NAS or NYSE. Win, win, win?

Hey, I'm just a contracts guy, a world where things are written a very specific way - to avoid mis-interpretation and to assure the intent is understood. And that's how I interpret it.

BTW, I do like "M&A acquisition". To me, that means acquisition and acquisition only. "M&A" is there to only to establish context (e.g., not acquisition of a building or other plant/equipment, but of another corporate/business entity). Another thing - just how I interpret it.

I think I'm correct in all this - so have at it!

SGE