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PRVT » Topics » Section 3.4 Callco Insolvency Exchange Call Right

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

Section 3.4 Callco Insolvency Exchange Call Right

 

(1) In the event that the Holders exercises the Insolvency Exchange Right directly against PMG, Callco shall have the overriding right (the “Insolvency Exchange Call Right”) to purchase from the Holders all but not less than all of its Exchangeable Shares, on payment by Callco to the Holders of an amount per share (the “Insolvency Exchange Call Purchase Price”) equal to the Exchangeable Share Consideration applicable on the last Business Day prior to the day of closing of the purchase and sale of such Exchangeable Shares, which shall be satisfied in full by Callco delivering or causing to be delivered to the Holders the Exchangeable Share Consideration representing the Holders’ total Insolvency Exchange Call Purchase Price. In the event of the exercise of the Insolvency Exchange Call Right by Callco, the Holders shall be obligated to sell to Callco all but not less than all of the Exchangeable Shares of the Holders on payment by Callco to the Holders of the Insolvency Exchange Call Purchase Price for each such share, less any amounts withheld pursuant to Section 3.5 hereof, and PMG shall have no obligation to purchase such shares so purchased by Callco.

 

(2) To exercise the Insolvency Exchange Call Right, Callco must notify PMG and the Holders of Callco’s intention to exercise such right within five (5) Business Days of notification to Callco by PMG of receipt of the notice of exercise of the Insolvency Exchange Right. Corporation or PMG, as the case may be, will notify the Holders as to whether Callco has exercised the Insolvency Exchange Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Insolvency Exchange Call Right, then Callco will purchase, and the Holders will sell, all but not less than all of the Exchangeable Shares of the Holders, for a price per share equal to the Insolvency Exchange Call Purchase Price, which price shall be satisfied in the manner set forth in Section 3.4(1) hereof.

 

(3) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the exercise of the Insolvency Exchange Call Right, Callco shall deliver (or cause to be delivered) to the Holders the Exchangeable Share Consideration in payment of the total Insolvency Exchange Call Purchase Price upon presentation and surrender by the Holders of the certificate or certificates representing the Exchangeable Shares held by the Holders, duly endorsed for transfer, together with such Additional Transfer Documents as Callco may reasonably require. If Callco does not exercise the Insolvency Exchange Call Right in the manner and within the time period described above, then the Holders will be entitled to receive in exchange therefor the Exchangeable Share Consideration otherwise payable by PMG in connection with the Insolvency Exchange Right.

 

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