Common use of PEGI Buy-Up Option Clause in Contracts

PEGI Buy-Up Option. (a) Starting on December 23, 2002 and continuing through December 23, 2012, PEGI (or its Affiliates who are then Members of the Company) has the option to acquire up to *** of additional Membership Interests in the Company (the applicable percentage from time to time being the "INITIAL OPTION PERCENTAGE") by purchasing such additional Membership Interests from Lifford (and any of its Affiliates which hold Membership Interests, collectively) (the "PEGI BUY-UP OPTION") provided, however; (i) that if PEGI (and its Affiliates, collectively) Transfers Membership Interests to any Person(s) which is not an Affiliate of PEGI, the Initial Option Percentage will be adjusted downward, pro rata, in accordance with the decline in PEGI's and its Affiliates' aggregate Membership Interests in the Company; (ii) in the event that Lifford receives additional Membership Interests in the Company, the Initial Option Percentage shall be increased in accordance with the then outstanding Membership Interests of the Company such that following the exercise by PEGI of its option to acquire the Initial Option Percentage pursuant to this Section 9.8, PEGI and any third Person not affiliated with Lifford shall hold *** of the Membership Interests of the Company. Starting on December 23, 2007 and continuing through December 23, 2008, PEGI (or its Affiliates who are then Members of the Company) has the option (the "ADDITIONAL BUY-UP OPTION") to acquire up to the remaining *** of additional Membership Interest in the Company (the applicable percentage from time to time being the "SECOND OPTION PERCENTAGE") by purchasing all of the additional Membership Interests owned by Lifford (and any of its Affiliates which hold Membership Interests, collectively); provided, that PEGI (or its Affiliates) has previously or concurrently exercised its option to acquire the entire Initial Option Percentage, it being the intent of the Members that PEGI would own *** of the Membership Interests following PEGI's purchase of the Second Option Percentage, and payment therefor. (b) PEGI's buy-in price for the Initial Option Percentage and the Second Option Percentage will be *** at the time of purchase (as determined in accordance with EXHIBIT C). PEGI may pay the purchase price for the Initial Option Percentage ***, which election will be set forth in PEGI's notice that it is exercising its buy-up option; ***. The closing of any purchase by PEGI as provided in this Section 9.8 shall take place at the offices of the Company (i) on such date as mutually agreed to by PEGI and Lifford, ***, or (ii) ***. At such closing, PEGI will be entitled to receive customary representations and warranties from Lifford (and any of its Affiliates which hold Membership Interests, collectively) regarding ownership and title of the purchased Membership Interest and the Company will evidence such Transfer on the books of the Company. *** In the event PEGI fails to timely pay for any additional Percentage Interests for which it exercised its buy-up option, Lifford may elect either: (i) to terminate permanently PEGI's right to purchase such Percentage Interests; or (ii) to cause the Company to withhold any payments otherwise due to PEGI under this Agreement or the Program Supply Agreement or any other agreement that requires the Company to make payments to PEGI or its Affiliates and to pay such amounts to Lifford until Lifford is paid in full (including interest at the Reference Rate from the date such payment was due) for such additional interests, and Lifford will then transfer such interests to PEGI. (d) In the event Lifford sells Membership Interests representing fifty and one-tenths percent (50.1%) or more of the Company to a third party after giving PEGI the opportunity to exercise its right of first offer and right of first refusal pursuant to Sections 9.3 and 9.4 of this Agreement (which Lifford may do at any time), the Additional PEGI Buy-Up Option will terminate.

PEGI Buy-Up Option. (a) Starting on December 23, 2002 and continuing through December 23, 2012, PEGI (or its Affiliates who are then Members of the Company) has the option to acquire up to *** of additional Membership Interests in the Company (the applicable percentage from time to time being the "INITIAL OPTION PERCENTAGEInitial Option Percentage") by purchasing such additional Membership Interests from Lifford (and any of its Affiliates which hold Membership Interests, collectively) (the "PEGI BUYBuy-UP OPTIONUp Option") provided, however; (i) that if PEGI (and its Affiliates, collectively) Transfers Membership Interests to any Person(s) which is not an Affiliate of PEGI, the Initial Option Percentage will be adjusted downward, pro rata, in accordance with the decline in PEGI's and its Affiliates' aggregate Membership Interests in the Company; (ii) in the event that Lifford receives additional Membership Interests in the Company, the Initial Option Percentage shall be increased in accordance with the then outstanding Membership Interests of the Company such that following the exercise by PEGI of its option to acquire the Initial Option Percentage pursuant to this Section 9.8, PEGI and any third Person not affiliated with Lifford shall hold *** of the Membership Interests of the Company. Starting on December 23, 2007 and continuing through December 23, 2008, PEGI (or its Affiliates who are then Members of the Company) has the option (the "ADDITIONAL BUYAdditional Buy-UP OPTIONUp Option") to acquire up to the remaining *** of additional Membership Interest in the Company (the applicable percentage from time to time being the "SECOND OPTION PERCENTAGESecond Option Percentage") by purchasing all of the additional Membership Interests owned by Lifford (and any of its Affiliates which hold Membership Interests, collectively); provided, that PEGI (or its Affiliates) has previously or concurrently exercised its option to acquire the entire Initial Option Percentage, it being the intent of the Members that PEGI would own *** of the Membership Interests following PEGI's purchase of the Second Option Percentage, and payment therefor. (b) PEGI's buy-in price for the Initial Option Percentage and the Second Option Percentage will be *** at the time of purchase (as determined in accordance with EXHIBIT Exhibit C). PEGI may pay the purchase price for the Initial Option Percentage ***, which election will be set forth in PEGI's notice that it is exercising its buy-up option; ***. The closing of any purchase by PEGI as provided in this Section 9.8 shall take place at the offices of the Company (i) on such date as mutually agreed to by PEGI and Lifford, ***, or (ii) ***. At such closing, PEGI will be entitled to receive customary representations and warranties from Lifford (and any of its Affiliates which hold Membership Interests, collectively) regarding ownership and title of the purchased Membership Interest and the Company will evidence such Transfer on the books of the Company. *** *. In the event PEGI fails to timely pay for any additional Percentage Interests for which it exercised its buy-up option, Lifford may elect either: (i) to terminate permanently PEGI's right to purchase such Percentage Interests; or (ii) to cause the Company to withhold any payments otherwise due to PEGI under this Agreement or the Program Supply Agreement or any other agreement that requires the Company to make payments to PEGI or its Affiliates and to pay such amounts to Lifford until Lifford is paid in full (including interest at the Reference Rate from the date such payment was due) for such additional interests, and Lifford will then transfer such interests to PEGI. (d) In the event Lifford sells Membership Interests representing fifty and one-tenths percent (50.1%) or more of the Company to a third party after giving PEGI the opportunity to exercise its right of first offer and right of first refusal pursuant to Sections 9.3 and 9.4 of this Agreement (which Lifford may do at any time), the Additional PEGI Buy-Up Option will terminate.

PEGI Buy-Up Option. (a) Starting on On or before December 23, 2002 and continuing through December 23, 20122022, PEGI (or its Affiliates who are then Members of the Company) has the option to acquire up to *** of additional Membership Interests in the Company (the applicable percentage from time to time being the "INITIAL OPTION PERCENTAGE"“Initial Option Percentage”) by purchasing such additional Membership Interests from Lifford (and any of its Affiliates which hold Membership Interests, collectively) (the "“PEGI BUYBuy-UP OPTION"Up Option”) provided, however; (i) that if PEGI (and its Affiliates, collectively) Transfers Membership Interests to any Person(s) which is not an Affiliate of PEGI, the Initial Option Percentage will be adjusted downward, pro rata, in accordance with the decline in PEGI's ’s and its Affiliates' ’ aggregate Membership Interests in the Company; (ii) in the event that Lifford receives additional Membership Interests in the Company, the Initial Option Percentage shall be increased in accordance with the then outstanding Membership Interests of the Company such that following the exercise by PEGI of its option to acquire the Initial Option Percentage pursuant to this Section 9.8, PEGI and any third Person not affiliated with Lifford shall hold *** of the Membership Interests of the Company. Starting on December 23, 2007 2012 and continuing through December 23, 20082022, PEGI (or its Affiliates who are then Members of the Company) has the option (the "ADDITIONAL BUY“Additional Buy-UP OPTION"Up Option”) to acquire up to the remaining *** of additional Membership Interest in the Company (the applicable percentage from time to time being the "SECOND OPTION PERCENTAGE"“Second Option Percentage”) by purchasing all of the additional Membership Interests owned by Lifford (and any of its Affiliates which hold Membership Interests, collectively); provided, that PEGI (or its Affiliates) has previously or concurrently exercised its option to acquire the entire Initial Option Percentage, it being the intent of the Members that PEGI would own *** of the Membership Interests following PEGI's ’s purchase of the Second Option Percentage, and payment therefor. (b) PEGI's ’s buy-in price for the Initial Option Percentage and the Second Option Percentage will be *** at the time of purchase (as determined in accordance with EXHIBIT Exhibit C). PEGI may pay the purchase price for the Initial Option Percentage or the Second Option Percentage ***, which election will be set forth in PEGI's ’s notice that it is exercising its buy-up option; . ***. * The closing of any purchase by PEGI as provided in this Section 9.8 shall take place at the offices of the Company (i) on such date as mutually agreed to by PEGI and Lifford, ***, or (ii) ***. At such closing, PEGI will be entitled to receive customary representations and warranties from Lifford (and any of its Affiliates which hold Membership Interests, collectively) regarding ownership and title of the purchased Membership Interest and the Company will evidence such Transfer on the books of the Company. *** In the event PEGI fails to timely pay for any additional Percentage Interests for which it exercised its buy-up option, Lifford may elect either: (i) to terminate permanently PEGI's ’s right to purchase such Percentage Interests; or (ii) to cause the Company to withhold any payments otherwise due to PEGI under this Agreement or the Program Supply Agreement or any other agreement that requires the Company to make payments to PEGI or its Affiliates and to pay such amounts to Lifford until Lifford is paid in full (including interest at the Reference Rate from the date such payment was due) for such additional interests, and Lifford will then transfer such interests to PEGI. (d) In the event Lifford sells Membership Interests representing fifty and one-tenths percent (50.1%) or more of the Company to a third party after giving PEGI the opportunity to exercise its right of first offer and right of first refusal pursuant to Sections 9.3 and 9.4 of this Agreement (which Lifford may do at any time), the Additional PEGI Buy-Up Option will terminate.

PEGI Buy-Up Option. (a) Starting on On or before December 23, 2002 and continuing through December 23, 20122022, PEGI (or its Affiliates who are then Members of the Company) has the option to acquire up to *** thirty and nine-tenths percent (30.9%) of additional Membership Interests in the Company (the applicable percentage from time to time being the "INITIAL OPTION PERCENTAGEInitial Option Percentage") by purchasing such additional Membership Interests from Lifford (and any of its Affiliates which hold Membership Interests, collectively) (the "PEGI BUYBuy-UP OPTIONUp Option") provided, however; (i) that if PEGI (and its Affiliates, collectively) Transfers Membership Interests to any Person(s) which is not an Affiliate of PEGI, the Initial Option Percentage will be adjusted downward, pro rata, in accordance with the decline in PEGI's and its Affiliates' aggregate Membership Interests in the Company; (ii) in the event that Lifford receives additional Membership Interests in the Company, the Initial Option Percentage shall be increased in accordance with the then outstanding Membership Interests of the Company such that following the exercise by PEGI of its option to acquire the Initial Option Percentage pursuant to this Section 9.8, PEGI and any third Person not affiliated with Lifford shall hold *** forty-nine and nine-tenths percent (49.9%) of the Membership Interests of the Company. Starting on December 23, 2007 2012 and continuing through December 23, 20082022, PEGI (or its Affiliates who are then Members of the Company) has the option (the "ADDITIONAL BUYAdditional Buy-UP OPTIONUp Option") to acquire up to the remaining *** fifty and one-tenth percent (50.1%) of additional Membership Interest in the Company (the applicable percentage from time to time being the "SECOND OPTION PERCENTAGESecond Option Percentage") by purchasing all of the additional Membership Interests owned by Lifford (and any of its Affiliates which hold Membership Interests, collectively); provided, that PEGI (or its Affiliates) has previously or concurrently exercised its option to acquire the entire Initial Option Percentage, it being the intent of the Members that PEGI would own *** one hundred percent (100%) of the Membership Interests following PEGI's purchase of the Second Option Percentage, and payment therefor. (b) PEGI's buy-in price for the Initial Option Percentage and the Second Option Percentage will be *** a pro rata portion of the Fair Market Value of the Company at the time of purchase (as determined in accordance with EXHIBIT Exhibit C). PEGI may pay the purchase price for the Initial Option Percentage ***or the Second Option Percentage in cash, shares of PEI's Class B common stock ("PEI Stock") (if upon the closing of any such transaction such stock is a Marketable Security) or a combination of cash and PEI Stock, which election will be set forth in PEGI's notice that it is exercising its buy-up option; ***. If PEGI elects to pay for some or all of its purchase with cash, it will make such payment prior to the later of (i) sixty (60) days after the delivery of such notice or (ii) twenty (20) days after the final determination of Fair Market Value with respect to such purchase. If PEGI elects to pay for some or all of its purchase with PEI Stock, such transfer of stock will be made on or prior to the date that is the later of (i) ninety (90) days after the delivery of such notice, (ii) twenty (20) days after the final determination of Fair Market Value with respect to such purchase or (iii) the effective date of the registration statement filed by PEI with respect to the PEI Stock. The number of shares of PEI Stock issued with respect to such payment will be determined at the time the registration statement filed by PEI with respect to such shares becomes effective by dividing (x) the aggregate consideration elected by PEGI to be paid in PEI Stock by (y) the average closing trading price for PEI Stock for the twenty (20) trading days ending on the trading day three trading days prior to the effective date of such registration statement. The closing of any purchase by PEGI as provided in this Section 9.8 shall take place at the offices of the Company (i) on such date as mutually agreed to by PEGI and Lifford, ***if PEGI elects to pay the purchase price solely in cash, or (ii) ***if PEI elects to pay any or all of the purchase price in shares of PEI Stock, on the date on which the registration statement filed by PEI with respect to such shares is declared effective. In the event that the registration statement to be filed with respect to the PEI Stock has not become effective within one-hundred-eighty (180) days from the date of the delivery of PEGI's notice of its election to exercise the PEGI Buy-Up Option or Additional Buy-Up Option, Lifford shall have the option to either: (i) allow an extension of such one-hundred-eighty (180) day period, or (ii) refuse to allow such extension and cause the applicable option to expire, unless PEGI pays for the applicable option in cash within fifteen (15) days from the expiration of such one-hundred-eighty (180) day period. At such closing, PEGI will be entitled to receive customary representations and warranties from Lifford (and any of its Affiliates which hold Membership Interests, collectively) regarding ownership and title of the purchased Membership Interest and the Company will evidence such Transfer on the books of the Company. *** After the date on which the cash portion of the purchase price is due, PEGI may determine that it wishes to pay all or any part of the portion of the purchase price previously elected to be paid in PEI Stock in cash, in which event such additional cash payment will be due immediately. In the event PEGI fails to timely pay for any additional Percentage Interests for which it exercised its buy-up option, Lifford may elect either: (i) to terminate permanently PEGI's right to purchase such Percentage Interests; or (ii) to cause the Company to withhold any payments otherwise due to PEGI under this Agreement or the Program Supply Agreement or any other agreement that requires the Company to make payments to PEGI or its Affiliates and to pay such amounts to Lifford until Lifford is paid in full (including interest at the Reference Rate from the date such payment was due) for such additional interests, and Lifford will then transfer such interests to PEGI. (c) If PEGI pays for some or all of the Initial Option Percentage or the Second Option Percentage in PEI Stock, Lifford shall have registration rights and obligations with respect to the PEI Stock as set forth in Exhibit G. (d) In the event Lifford sells Membership Interests representing fifty and one-tenths percent (50.1%) or more of the Company to a third party after giving PEGI the opportunity to exercise its right of first offer and right of first refusal pursuant to Sections 9.3 and 9.4 of this Agreement (which Lifford may do at any time), the Additional PEGI Buy-Up Option will terminate.