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:
Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Right. BackWeb 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 BackWeb (subject to compliance with applicable securities laws) 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 Agreement. BackWeb 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 issuance of the Exchange Right 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 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 Trustee shall:
Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Right 10
Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Put Right, Exchange Right and Automatic Exchange Right. Merilus USA hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders:
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. 3.1 Grant and Ownership of the Exchange Right Parent hereby grants to each of the Shareholders the right (the “Exchange Right”), exercisable upon the occurrence and during the continuance of an Insolvency Event, to require Parent 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. Parent hereby acknowledges receipt from the Shareholders 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 Shareholders.
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. EXHIBIT 1 VOTING AGREEMENT VOTING AND EXCHANGE TRUST 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 PUT RIGHT, EXCHANGE RIGHT AND AUTOMATIC EXCHANGE RIGHT Devon hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders: (a) the Exchange Put Right; (b) the right (the "Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require Devon to purchase from each or any Holder all or any part of the Exchangeable Shares held by the Holders; and (c) the Automatic Exchange Rights, all in accordance with the provisions of this agreement and the Exchangeable Share Provisions, as the case may be. Devon hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights by Devon 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 Exchange Put Right, 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 Put Right, the Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall: (d) hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this agreement; and (e) except as specifically authorized by this agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which this Trust is created pursuant to this agreement. 8 9 5.2 LEGENDED SHARE CERTIFICATES Northstar will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Holders of: (a) their right to instruct the Trustee with respect to the exercise of the Exchange Put Right and the Exchange Right in respect of the Exchangeable Shares held by a Holder; and (b) the Automatic Exchange Rights. 5.3
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. 5.1 Grant and Ownership of the Exchange Put Right, Exchange Right and Automatic Exchange Right Jaws US hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders:
