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PRVT » Topics » Section 2.7 Automatic Exchange on Liquidation of PMG

This excerpt taken from the PRVT 8-K filed Nov 3, 2009.

Section 2.7 Automatic Exchange on Liquidation of PMG

 

  (a) PMG will give the Holders written notice of each of the following events (each, a “Liquidation Event”) at the time set forth below:

 

  (i) in the event of any determination by the board of directors of PMG to institute voluntary liquidation, dissolution or winding-up proceedings with respect to PMG or to effect any other distribution of assets of PMG among its shareholders for the purpose of winding up its affairs, at least 10 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and

 

  (ii) promptly, upon the earlier of:

 

7

  (A) receipt by PMG of notice of; and

 

  (B) PMG otherwise becoming aware of,

any instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of PMG or to effect any other distribution of assets of PMG among its shareholders for the purpose of winding up its affairs, provided, however, that such proceeding shall only be a Liquidation Event if PMG has failed to contest in good faith any such proceeding commenced in respect of PMG within sixty (60) days of becoming aware thereof or if PMG is not successful in any such good faith contestation and all rights of appeal have expired or been exhausted.

 

  (b) In order that the Holders will be able to participate on a pro rata basis with the Holders of PMG Common Stock in the distribution of assets of PMG in connection with a Liquidation Event, immediately prior to the effective time of a Liquidation Event (the “Liquidation Event Effective Time”), all of the then outstanding Exchangeable Shares shall be automatically exchanged for PMG Common Stock as contemplated in the definition of Exchangeable Share Consideration and shall also be entitled to the remaining Exchangeable Share Consideration, if any. To effect such automatic exchange, PMG shall be deemed to have purchased from the Holders each Exchangeable Share outstanding immediately prior to the Liquidation Event Effective Time, and the Holders shall be deemed to have sold the Exchangeable Shares held by them at such time, for a purchase price per share equal to the PMG Liquidation Price applicable to an Exchangeable Share.

 

  (c) Immediately prior to the Liquidation Event Effective Time, the Holders shall be deemed to have transferred to PMG, all of their right, title and interest in and to such Exchangeable Shares and shall cease to be the Holders of such Exchangeable Shares, and PMG shall transfer and deliver to the Holders the Exchangeable Share Consideration representing the Holders’ total PMG Liquidation Price less any amounts properly withheld pursuant to Section 3.5 hereof. Upon the surrender by the Holders of the certificate or certificates representing the transferred Exchangeable Shares, duly endorsed for transfer to PMG and accompanied by such Additional Transfer Documents as PMG may reasonably require, PMG shall deliver or cause to be delivered to the Holders certificates representing the PMG Common Stock of which the Holders are the Holders.
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