PRVT » Topics » Section 3.2 Callco Redemption Call Right
This excerpt taken from the PRVT 8-K filed Nov 3, 2009.
Section 3.2 Callco Redemption Call Right
(1)
Callco shall have the overriding right (the “Redemption Call Right”), notwithstanding the proposed redemption of the Exchangeable Shares by Corporation
pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from the Holders on the Automatic Redemption 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 “Redemption Call Purchase Price”) equal to the Exchangeable Share Consideration applicable on the last Business Day prior to the Automatic Redemption 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 Redemption Call Purchase Price. In the event of the exercise of the Redemption Call Right by Callco, the Holders shall be
obligated to sell all of the Exchangeable Shares held by the Holders to Callco on the Automatic Redemption Date on payment by Callco to the Holders of the Redemption 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 Redemption Price for such shares so purchased by Callco.
(2)
To exercise the Redemption Call Right, Callco must notify Corporation and the Holders of Callco’s intention to exercise such right at least five (5) days
before the Automatic Redemption Date. Corporation will notify the Holders as to whether Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the
Redemption Call Right, then on the Automatic Redemption 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 Redemption Call Purchase Price, which price
shall be satisfied in the manner set forth in Section 3.2(1) hereof.
(3)
For the purposes of completing the purchase of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, Callco shall deliver (or
cause to be delivered) to the Holders, on or before the Automatic Redemption Date, the Exchangeable Share Consideration 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 other Additional Transfer Documents as Callco may reasonably require. If Callco does not exercise the Redemption Call Right in the manner and within the time period described above, then on
the Automatic Redemption Date the Holders will have the right to require PMG to pay the Redemption Price, provided, however, that if such right is not
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exercised by the Holders, the Holders will be entitled to receive in exchange therefor the redemption price otherwise payable by Corporation in connection with the redemption of Exchangeable
Shares pursuant to Article 7 of the Exchangeable Share Provisions.
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