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PRVT » Topics » Section 6.1 Exercise of Retraction Right by Holder

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

Section 6.1 Exercise of Retraction Right by Holder

A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco of the Retraction Call Right, and otherwise upon compliance with the provisions of this Article 6, to require Corporation to redeem all but not less than all of the Exchangeable Shares registered in the name of such holder for an amount equal to the Exchangeable Share Consideration on the last Business Day prior to the Retraction Date (the “Retraction Price”), which as set forth in Section 6.3, shall, subject to the exercise by Callco of the Retraction Call Right, be fully paid and satisfied by the delivery by or on behalf of Corporation of the Exchangeable Share Consideration representing such holder’s total Retraction Price.

 

9

To effect such redemption, the holder shall present and surrender at the Designated Place, the certificate or certificates representing the Exchangeable Shares which the holder desires to have Corporation redeem, together with such other Additional Transfer Documents as Corporation may reasonably require and with a duly executed statement (the “Retraction Request”) in the form of Exhibit “A” hereto or in such other form as may be acceptable to Corporation:

 

  (a) specifying that the holder desires to have all but not less than all of the Exchangeable Shares held by such holder and represented by such certificate or certificates (the “Retracted Shares”) redeemed by Corporation;

 

  (b)

stating the Business Day on which the holder desires to have Corporation redeem the Retracted Shares (the “Retraction Date”), provided that the Retraction Date shall be not less than ten (10) Business Days nor more than thirty (30) Business Days after the date on which the Retraction Request is received by Corporation and further provided that, in the event that no such Business Day is specified by the holder in the Retraction Request, the Retraction Date shall be deemed to be the thirtieth (30th) Business Day after the date on which the Retraction Request is received by Corporation; and

 

  (c) acknowledging the Retraction Call Right of Callco in the Exchange and Support Agreement to purchase all but not less than all of the Retracted Shares directly from the holder and that the Retraction Request shall be deemed to be a revocable offer by the holder to sell the Retracted Shares in accordance with the Exchange and Support Agreement.
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