Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Right; Automatic Exchange Rights Parent hereby grants to the Agent as Agent for and on behalf of, and for the use and benefit of, the Beneficiaries: (i) the right (the "Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require Parent to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by the Beneficiary; and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Parent hereby acknowledges receipt from the Agent as Agent for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights by Parent to the Agent. During the term of this Agreement and subject to the terms and conditions of this Agreement, the Agent shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Agent shall:
(a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as Agent solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and
(b) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and the Agent shall not exercise any such rights for any purpose other than the purposes set out in this Agreement.
5.2 Legended Share Certificates Exchangeco will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of:
(a) their right to instruct the Agent with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a Beneficiary; and
(b) the Automatic Exchange Rights.
Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Right
(a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as Trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and
(b) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.
5.2 Legended Share Certificates
(a) their right to instruct Trustee with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a Beneficiary;
(b) the Automatic Exchange Rights; and
(c) any additional rights or restrictions required under applicable laws.
Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Right; Automatic Exchange Rights
Exchange Right and Automatic Exchange. 13 5.1 Grant and Exercise of the Exchange Right 13 5.2 Legended Share Certificates 13 5.3 General Exercise of Exchange Right 14 5.4 Purchase Price 14 5.5 Exercise Instructions 15 5.6 Delivery of Spinco Common Stock; Effect of Exercise 15 5.7 Exercise of Exchange Right Subsequent to Retraction 16
Exchange Right and Automatic Exchange. Pursuant to the terms of the Voting Agreement, the exchange rights and automatic exchange provisions shall be as set out in Article 5 of the Voting Agreement. THIS AGREEMENT is dated for reference ______________________, 2013. AMONG: MARILYNJEAN HOLDINGS INC., a corporation existing under the laws of British Columbia (“ExchangeCo”) AND FUTURE ENERGY CORP., a corporation existing under the laws of the State of Nevada (“Parent”) AND XXXXXXX XX, a business person resident in the Province of British Columbia (“Trustee”)
Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Right Infospace hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the "Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require Infospace to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this trust agreement. Infospace hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the
Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Right 10
5.2 Legended Share Certificates 10 5.3 General Exercise of Exchange Right 10 5.4 Purchase Price 11
Exchange Right and Automatic Exchange. 4.1 GRANT AND OWNERSHIP OF THE EXCHANGE RIGHTS Patch hereby grants to the Trustee as Trustee for and on behalf of, and for the use and benefit of, the Shareholders the right (the "Insolvency Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require Patch to purchase from each or any Shareholder all or any part of the Exchangeable Shares held by the Shareholder and the Automatic Exchange Rights all in accordance with the provisions of this Agreement. Patch hereby acknowledges receipt from the Trustee, as Trustee for and on behalf of the Shareholders, of good and valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Right, and the Automatic Exchange Rights, by Patch to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Insolvency Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall:
Exchange Right and Automatic Exchange. ON LIQUIDATION OF XXXXXX ------------------------
Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Put Right, Exchange Right and Automatic Exchange Right........................................10 5.2 Legended Share Certificates.....................................11 5.3 General Exercise of Exchange Put Right and the Exchange Right...
