PRVT » Topics » Section 3.1 Callco Liquidation Call Right
This excerpt taken from the PRVT 8-K filed Nov 3, 2009.
Section 3.1 Callco Liquidation Call Right
(1)
Callco shall have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or
winding-up of Corporation pursuant to Article 5 of the Exchangeable Share Provisions, to purchase from the Holders who hold the Exchangeable Shares on the Liquidation Date all but not less than all of the Exchangeable Shares held by the Holders on
payment by Callco to the Holders of an amount per Exchangeable Share (the “Liquidation Call Purchase Price”) equal to the Exchangeable Share Consideration applicable on the last Business Day prior to the Liquidation Date, 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 Liquidation Call Purchase Price. In the event of the exercise of the Liquidation Call
Right by Callco, the Holders shall be obligated to sell all of the Exchangeable Shares held by the Holders to Callco on the Liquidation Date on payment by Callco to the Holders of the Liquidation Call Purchase Price for each such share less any
amounts withheld pursuant to Section 3.5 hereof, and, provided Callco completes such purchase, Corporation shall have no obligation to pay the Liquidation Amount for such shares so purchased by Callco.
(2)
To exercise the Liquidation Call Right, Callco must notify Corporation and the Holders of Callco’s intention to exercise such right at least fifteen
(15) Business Days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of Corporation, and at least five (5) Business Days before the Liquidation Date in the case of an involuntary liquidation,
dissolution or winding-up of Corporation. Corporation will notify the Holders as to whether Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco
exercises the Liquidation Call Right, then on the Liquidation Date, Callco will purchase, and the Holders will sell, all of the Exchangeable Shares then held by the Holders for a price per share equal to the Liquidation Call Purchase Price, which
price shall be satisfied in the manner set forth in Section 3.1(1) hereof.
(3)
For the purposes of completing the purchase of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, Callco shall deliver (or
cause to be delivered) to the Holders, on or before the Liquidation Date, the Exchangeable Share Consideration in payment of the total Liquidation 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 Liquidation Call Right in the
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manner and within the time period described above, then on the Liquidation Date the Holders will have the right to require PMG to pay the Liquidation Price, provided, however, if such right is
not exercised by the Holders, the Holders will be entitled to receive in exchange therefor the liquidation price otherwise payable by Corporation in connection with the liquidation, dissolution or winding-up of Corporation pursuant to Article 5 of
the Exchangeable Share Provisions.
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