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PRVT » Topics » Section 10.1 Economic Equivalence

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

Section 10.1 Economic Equivalence

 

  (a) In the event PMG takes any of the following actions:

 

  (i) issues or distributes PMG Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire PMG Common Stock) to all or substantially all of the holders of the then outstanding PMG Common Stock by way of share dividend or other distribution, other than an issue of PMG Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire PMG Common Stock) to holders of PMG Common Stock who exercise an option to receive dividends in PMG Common Stock or PMG Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire PMG Common Stock) in lieu of receiving cash dividends; or

 

  (ii) issues or distributes rights, options or warrants to all or substantially all of the holders of the then outstanding PMG Common Stock entitling them to subscribe for or to purchase PMG Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire PMG Common Stock); or

 

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  (iii) issues or distributes to all or substantially all of the holders of the then outstanding PMG Common Stock, (a) shares or securities of PMG of any class other than PMG Common Stock (and other than shares convertible into or exchangeable for or carrying rights to acquire PMG Common Stock), (b) rights, options or warrants other than those referred to in (ii) above, (c) evidences of indebtedness of PMG or (d) assets of PMG,

Corporation will ensure that the economic equivalent on a per share basis of such rights, options, securities, shares, evidence of indebtedness or other assets shall, at Corporation’s option, be issued or distributed either: (1) simultaneously to holders of the Exchangeable Shares or; (2) at the time the Exchangeable Share Consideration is paid to the holder of Exchangeable Shares pursuant to these provisions or the Exchange and Support Agreement.

 

  (b) In the event PMG takes any of the following actions:

 

  (i) subdivides, redivides or changes the then outstanding PMG Common Stock into a greater number of PMG Common Stock; or

 

  (ii) reduces, combines, consolidates or changes the then outstanding PMG Common Stock into a lesser number of PMG Common Stock; or

 

  (iii) reclassifies or otherwise changes any of the terms and conditions of the PMG Common Stock, or effects an amalgamation, merger, reorganization or other transaction affecting PMG Common Stock,

Corporation will ensure that the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares; and

 

  (c) Corporation agrees that, to the extent required, it will use commercially reasonable efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by Corporation, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent with respect to the PMG Common Shares and the Exchangeable Shares as provided for in this Section.
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