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PRVT » Topics » Section 2.1 Grant and Ownership of the Insolvency Exchange Right and Automatic Exchange Right

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

Section 2.1 Grant and Ownership of the Insolvency Exchange Right and Automatic Exchange Right

PMG and Callco hereby grant to the Holders:

 

  (a) the right (the “Insolvency Exchange Right”), exercisable upon the occurrence and during the continuance of an Insolvency Event, to require PMG, subject to the exercise by Callco of the Insolvency Exchange Call Right, or Callco to purchase from the Holders all but not less than all of the Exchangeable Shares held by the Holders; and

 

  (b) the Automatic Exchange Rights, subject to the exercise by Callco of its Call Rights (including, for greater certainty, Callco’s overriding right to purchase the Exchangeable Shares in the event of, inter alia, the liquidation or dissolution of PMG), or Callco to purchase from the Holders all but not less than all of the Exchangeable Shares held by the Holders,

the whole in accordance with the provisions of this Agreement and the Exchangeable Share Provisions.

PMG and Callco hereby acknowledge receipt from the Holders of valuable consideration (and the adequacy thereof) for the grant by PMG and Callco to the Holders of the Insolvency Exchange Right and the Automatic Exchange Rights.

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