Common use of Adjustment of Exchange Price Clause in Contracts

Adjustment of Exchange Price. The initial exchange price as stated in Section 5(a) hereof shall be adjusted from time to time (as so adjusted, the "Exchange Price") as follows: (i) In case Parent shall (1) pay a dividend on its Class A Shares in Class A Shares, (2) make a distribution on its Class A Shares in Class A Shares, (3) subdivide its outstanding Class A Shares into a greater number of shares, or (4) combine its outstanding Class A Shares into a smaller number of shares, the Exchange Price in effect immediately prior thereto shall be adjusted so that the Holder upon exchange of the Second Exchangeable Debenture shall thereafter be entitled to receive that number of Class A Shares which it would have owned had the Second Exchangeable Debenture been exchanged immediately prior to the happening of such event. An adjustment made pursuant to this subsection (i) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision or combination. (ii) In case Parent shall, by dividend or otherwise, at any time distribute (a "Triggering Distribution") to all or substantially all holders of its Class A Shares, cash in an aggregate amount that, together with the aggregate amount of (A) any cash and the fair market value (as reasonably determined in good faith by the Board of Directors of Parent, whose determination shall be conclusive evidence thereof) of any other consideration payable to holders of Class A Shares in respect of any offer by Parent or a Subsidiary of Parent to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis and such offer is consummated within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made and (B) all other cash distributions to all or substantially all holders of its Class A Shares made within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made, exceeds an amount equal to 5% of the product of the Current Market Price Per Class A Share on the Business Day (the "Determination Date") immediately preceding the day on which such Triggering Distribution is declared by Parent multiplied by the number of Class A Shares outstanding on the Determination Date (excluding shares held in the treasury of Parent), the Exchange Price shall be reduced so that the same shall equal the price determined by multiplying such Exchange Price in effect immediately prior to the Determination Date by a fraction of which the numerator shall be the Current Market Price Per Class A Share on the Determination Date less the sum of the aggregate amount of cash and the aggregate fair market value (as reasonably determined in good faith by the Board of Directors of Parent, whose determination shall be conclusive evidence of such fair market value) of any such other consideration so distributed, paid or payable within such 12 months (including, without limitation, the Triggering Distribution) applicable to one Class A Share (determined on the basis of the number of Class A Shares outstanding on the Determination Date) and the denominator shall be such Current Market Price Per Class A Share on the Determination Date, such reduction to become effective immediately prior to the opening of business on the day following the date on which the Triggering Distribution is paid. (1) In case any offer, by Parent or any of its Subsidiaries to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis shall expire and such offer (as amended upon the expiration thereof) shall involve the payment of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as reasonably determined in good faith by the Board of Directors of Parent), whose determination shall be conclusive evidence thereof of any other consideration) that, together with the aggregate amount of (A) any cash and the fair market value (as reasonably determined in good faith by the Board of Directors of Parent, whose determination shall be conclusive evidence thereof) of any other consideration payable in respect of any other offers by Parent or any Subsidiary of Parent to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis consummated within the 12 months preceding the date of the Expiration Date (as defined below) and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made and (B) all cash distributions to all or substantially all holders of its Class A Shares made within the 12 months preceding the Expiration Date and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made, exceeds an amount equal to 5% of the product of the Current Market Price Per Class A Share as of the last date (the "Expiration Date") tenders, repurchases or redemptions could have been made pursuant to such offer (as it may be amended) (the last time at which such purchases could have been made on the Expiration Date is hereinafter sometimes called the "Expiration Time") multiplied by the number of Class A Shares outstanding (including tendered shares but excluding any shares held in the treasury of Parent) at the Expiration Time, then, immediately prior to the opening of business on the day after the Expiration Date, the Exchange Price shall be reduced so that the same shall equal the price determined by multiplying the Exchange Price in effect immediately prior to the close of business on the Expiration Date by a fraction of which the numerator shall be the product of the number of Class A Shares outstanding (including tendered, repurchased or redeemed shares but excluding any shares held in the treasury of Parent) at the Expiration Time multiplied by the Current Market Price Per Class A Share on the Trading Day next succeeding the Expiration Date and the denominator shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to Class A stockholders based on the acceptance (up to any maximum specified in the terms of the offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of Class A Shares outstanding (less any Purchased Shares and excluding any shares held in the treasury of Parent) at the Expiration Time and the Current Market Price Per Class A Share on the Trading Day next succeeding the Expiration Date, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Date. In the event that Parent or its Subsidiary, as the case may be, is obligated to purchase shares pursuant to any offer to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis, but Parent or its Subsidiary, as the case may be, is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Exchange Price shall again be adjusted to be the Exchange Price which would have been in effect based upon the number of shares actually purchased. If the application of this Section 5(h) would result in an increase in the Exchange Price, no adjustment shall be made under this Section 5(h). (2) For the purpose of any computation under subsections (i) and (ii) of this Section 5(h), the current market price per Class A Share (the "Current Market Price Per Share") on any date shall be deemed to be the average of the daily Closing Prices for the 30 consecutive Trading Days commencing 45 Business Days before (i) the Determination Date or the Expiration Date, as the case may be, with respect to distributions or offers under subsection (ii) of this Section 5(h) or (ii) the record date with respect to distributions, issuances or other events requiring such computation under subsection (i) of this Section 5(h). The Closing Price for each day (the "Closing Price") shall be the last reported sales price or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices in case on the NYSE. If the Class A Shares are not then quoted or listed or admitted to trading on the NYSE, the last reported sale price referenced above shall be determined based on the last reported sale price on the TSX (and converted to U.S. dollars at the exchange rate quoted by the Bank of Canada at such time) or, if the Class A Shares are not then quoted or listed or admitted to trading on the NYSE or TSX, any national securities exchange or quotation system on which sales of Class A Shares takes place, or, in case no reported sale takes place, the Market Price shall be the fair value of a Class A Shares as reasonably determined in good faith by the Board of Directors of the Company. (3) In any case in which this Section 5(h) shall require that an adjustment be made following a record date or a Determination Date or Expiration Date, as the case may be, established for purposes of this Section 5(h), Parent may elect to defer issuing to the Holder until after such record date or Determination Date or Expiration Date the Class A Shares and other capital stock of Parent issuable upon such exchange over and above the Class A Shares and other capital stock of Parent issuable upon such exchange only on the basis of the Exchange Price prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, Parent shall issue or cause its transfer agent to issue due bills or other appropriate evidence prepared by Parent of the right to receive such shares. If any distribution in respect of which an adjustment to the Exchange Price is required to be made as of the record date or Determination Date or Expiration Date therefor is not thereafter made or paid by the Company for any reason, the Exchange Price shall be readjusted to the Exchange Price which would then be in effect if such record date had not been fixed or such effective date or Determination Date or Expiration Date had not occurred. (iii) If any event occurs as to which the foregoing provisions of this Section 5(h) are not strictly applicable or, if strictly applicable, would not, in the good faith judgment of the Company, fairly and adequately protect the rights of the Holder in accordance with the essential intent and principles of such provisions, then the Company shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the Company, to protect such rights as aforesaid, but in no event shall any such adjustment have the effect of increasing the Exchange Price or decreasing the number of Class A Shares issuable upon exchange of this Second Exchangeable Debenture.

Adjustment of Exchange Price. The initial exchange price as stated in Section 5(a) hereof Exchange Price shall be adjusted from time to time (as so adjustedby the Issuer if any of the following events occurs, except that the "Exchange Price") as follows: (i) In case Parent Issuer shall (1) pay a dividend on its Class A Shares in Class A Shares, (2) not make a distribution on its Class A Shares in Class A Shares, (3) subdivide its outstanding Class A Shares into a greater number of shares, or (4) combine its outstanding Class A Shares into a smaller number of shares, any adjustments to the Exchange Price in effect immediately prior thereto shall be adjusted so that the Holder upon exchange if Holders of the Second Exchangeable Debenture shall thereafter be entitled to receive that number of Class A Shares which it would have owned had the Second Exchangeable Debenture been exchanged immediately prior to the happening of such event. An adjustment made pursuant to this subsection Notes participate (i) shall become effective immediately after the record date other than in the case of (x) a share split or share combination or (y) a tender or exchange offer, in each case, that would result in an adjustment to the Exchange Price pursuant to ‎Section 14.04(a) or ‎Section 14.04(e) below), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this ‎Section 14.04, without having to exchange their Notes, as if they held a number of shares of Common Stock in respect of each $1,000 Initial Principal Amount of Notes held by such Holder equal to the Exchange Amount. (a) If Holdings exclusively issues shares of Common Stock as a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision or combination. (ii) In case Parent shall, by dividend or otherwise, at any time distribute (a "Triggering Distribution") to all or substantially all holders of its Class A Shares, cash in an aggregate amount that, together with the aggregate amount of (A) any cash and the fair market value (as reasonably determined in good faith by the Board of Directors of Parent, whose determination shall be conclusive evidence thereof) of any other consideration payable to holders of Class A Shares in respect of any offer by Parent or a Subsidiary of Parent to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis and such offer is consummated within the 12 months preceding the date of payment shares of the Triggering Distribution and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made and (B) all other cash distributions to all Common Stock, or substantially all holders of its Class A Shares made within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made, exceeds an amount equal to 5% of the product of the Current Market Price Per Class A Share on the Business Day (the "Determination Date") immediately preceding the day on which such Triggering Distribution is declared by Parent multiplied by the number of Class A Shares outstanding on the Determination Date (excluding shares held in the treasury of Parent)if Holdings effects a share split or share combination, the Exchange Price shall be reduced so that the same shall equal the price determined by multiplying such Exchange Price in effect immediately prior to the Determination Date by a fraction of which the numerator shall be the Current Market Price Per Class A Share adjusted based on the Determination Date less the sum of the aggregate amount of cash and the aggregate fair market value (as reasonably determined in good faith by the Board of Directors of Parentfollowing formula: where, whose determination shall be conclusive evidence of such fair market value) of any such other consideration so distributed, paid or payable within such 12 months (including, without limitation, the Triggering Distribution) applicable to one Class A Share (determined on the basis of the number of Class A Shares outstanding on the Determination Date) and the denominator shall be such Current Market Price Per Class A Share on the Determination Date, such reduction to become effective immediately prior to the opening of business on the day following the date on which the Triggering Distribution is paid. (1) In case any offer, by Parent or any of its Subsidiaries to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis shall expire and such offer (as amended upon the expiration thereof) shall involve the payment of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as reasonably determined in good faith by the Board of Directors of Parent), whose determination shall be conclusive evidence thereof of any other consideration) that, together with the aggregate amount of (A) any cash and the fair market value (as reasonably determined in good faith by the Board of Directors of Parent, whose determination shall be conclusive evidence thereof) of any other consideration payable in respect of any other offers by Parent or any Subsidiary of Parent to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis consummated within the 12 months preceding the date of the Expiration Date (as defined below) and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made and (B) all cash distributions to all or substantially all holders of its Class A Shares made within the 12 months preceding the Expiration Date and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made, exceeds an amount equal to 5% of the product of the Current Market Price Per Class A Share as of the last date (the "Expiration Date") tenders, repurchases or redemptions could have been made pursuant to such offer (as it may be amended) (the last time at which such purchases could have been made on the Expiration Date is hereinafter sometimes called the "Expiration Time") multiplied by the number of Class A Shares outstanding (including tendered shares but excluding any shares held in the treasury of Parent) at the Expiration Time, then, immediately prior to the opening of business on the day after the Expiration Date, the Exchange Price shall be reduced so that the same shall equal the price determined by multiplying EP0 = the Exchange Price in effect immediately prior to the close open of business on the Expiration Ex-Dividend Date by a fraction of which the numerator shall be the product of the number of Class A Shares outstanding (including tenderedsuch dividend or distribution, repurchased or redeemed shares but excluding any shares held in the treasury of Parent) at the Expiration Time multiplied by the Current Market Price Per Class A Share on the Trading Day next succeeding the Expiration Date and the denominator shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to Class A stockholders based on the acceptance (up to any maximum specified in the terms of the offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of Class A Shares outstanding (less any Purchased Shares and excluding any shares held in the treasury of Parent) at the Expiration Time and the Current Market Price Per Class A Share on the Trading Day next succeeding the Expiration Date, such reduction to become effective immediately prior to the opening open of business on the day following the Expiration Date. In the event that Parent Effective Date of such share split or its Subsidiaryshare combination, as the case may be, is obligated to purchase shares pursuant to any offer to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis, but Parent or its Subsidiary, as the case may be, is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, applicable; EP1 = the Exchange Price shall again be adjusted to be the Exchange Price which would have been in effect based upon immediately after the open of business on such Ex-Dividend Date or Effective Date; OS0 = the number of shares actually purchasedof Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. If the application of this Section 5(h) would result in an increase in the Exchange Price, no Any adjustment shall be made under this Section 5(h). (2‎Section 14.04(a) For shall become effective immediately after the purpose open of any computation under subsections (i) and (ii) business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of this Section 5(h), business on the current market price per Class A Share (the "Current Market Price Per Share") on any date shall be deemed to be the average of the daily Closing Prices Effective Date for the 30 consecutive Trading Days commencing 45 Business Days before (i) the Determination Date such share split or the Expiration Dateshare combination, as the case may be, with respect to distributions or offers under subsection (ii) of this Section 5(h) or (ii) the record date with respect to distributions, issuances or other events requiring such computation under subsection (i) of this Section 5(h). The Closing Price for each day (the "Closing Price") shall be the last reported sales price or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices in case on the NYSE. If the Class A Shares are not then quoted or listed or admitted to trading on the NYSE, the last reported sale price referenced above shall be determined based on the last reported sale price on the TSX (and converted to U.S. dollars at the exchange rate quoted by the Bank of Canada at such time) or, if the Class A Shares are not then quoted or listed or admitted to trading on the NYSE or TSX, any national securities exchange or quotation system on which sales of Class A Shares takes place, or, in case no reported sale takes place, the Market Price shall be the fair value of a Class A Shares as reasonably determined in good faith by the Board of Directors of the Company. (3) In any case in which this Section 5(h) shall require that an adjustment be made following a record date or a Determination Date or Expiration Date, as the case may be, established for purposes of this Section 5(h), Parent may elect to defer issuing to the Holder until after such record date or Determination Date or Expiration Date the Class A Shares and other capital stock of Parent issuable upon such exchange over and above the Class A Shares and other capital stock of Parent issuable upon such exchange only on the basis of the Exchange Price prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, Parent shall issue or cause its transfer agent to issue due bills or other appropriate evidence prepared by Parent of the right to receive such sharesapplicable. If any dividend or distribution in respect of which an adjustment to the Exchange Price is required to be made as of the record date type described in this ‎Section 14.04(a) is declared but not so paid or Determination Date or Expiration Date therefor is not thereafter made or paid by the Company for any reasonmade, the Exchange Price shall be readjusted immediately readjusted, effective as of the date the board of directors of Holdings determines not to pay such dividend or distribution, to the Exchange Price which that would then be in effect if such record date dividend or distribution had not been fixed or such effective date or Determination Date or Expiration Date had not occurreddeclared. (iiib) If Holdings issues to all or substantially all holders of Common Stock any event occurs as rights, options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to which subscribe for or purchase shares of Common Stock at a price per share that is less than the foregoing provisions of this Section 5(h) are not strictly applicable or, if strictly applicable, would not, in the good faith judgment average of the Company, fairly and adequately protect the rights Last Reported Sale Prices of the Holder in accordance with Common Stock for the essential intent 10 consecutive Trading Day period ending on, and principles including, the Trading Day immediately preceding the date of announcement of such provisionsissuance, then the Company shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the Company, to protect such rights as aforesaid, but in no event shall any such adjustment have the effect of increasing the Exchange Price or decreasing shall be decreased based on the following formula: where, EP0 = the Exchange Price in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; EP1 = the Exchange Price in effect immediately after the open of business on such Ex-Dividend Date; OS0 = the number of Class A Shares issuable upon exchange shares of this Second Exchangeable Debenture.Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;

Adjustment of Exchange Price. The initial exchange price as stated in Section 5(a) hereof Exchange Price shall be adjusted from time subject to time (as so adjusted, adjustment following the "Exchange Price") as followsissuance of the Notes upon the following events: (ia) In case Parent there shall be made or paid a dividend or made a distribution in shares of common stock on any class of Capital Stock of the Company, the Exchange Price in effect immediately following the record date fixed for the determination of shareholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Exchange Price by a fraction of which the numerator shall be the number of shares of common stock outstanding at the close of business on such date and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (i) and (j) below, after such record date. (b) In case the Company shall (1) pay a dividend on its Class A Shares in Class A Shares, (2) make a distribution on its Class A Shares in Class A Shares, (3) subdivide or reclassify its outstanding Class A Shares shares of common stock into a greater number of shares, shares or (42) combine or reclassify its outstanding Class A Shares shares of common stock into a smaller number of shares, the Exchange Price in effect immediately prior thereto following the effectiveness of such action shall be adjusted so that by multiplying such Exchange Price by a fraction of which the Holder upon exchange of numerator shall be the Second Exchangeable Debenture shall thereafter be entitled to receive that number of Class A Shares which it would have owned had the Second Exchangeable Debenture been exchanged shares of common stock outstanding immediately prior to such subdivision or combination and the happening denominator shall be the number of shares outstanding immediately after giving effect to such eventsubdivision, combination or reclassification. An adjustment made pursuant to this subsection (ib) shall become effective immediately after the record date immediately, except as provided in the case of a dividend or distribution subsection (i) and shall become effective immediately (j) below, after the effective date in the case of subdivision a subdivision, combination or combinationreclassification. (iic) In case Parent shallthere shall be an issuance of rights, by dividend options or otherwise, at any time distribute (a "Triggering Distribution") warrants to all or substantially all holders of its Class A Sharescommon stock entitling them to subscribe for or purchase shares of common stock at a price per share less than the then Fair Market Value per share of the common stock on the record date fixed for determination of the shareholders entitled to receive such rights, cash option or warrants, the Exchange Price in an aggregate amount thateffect immediately following such record date shall be adjusted to a price, together with computed to the aggregate amount nearest cent, so that the same shall equal the price determined by multiplying: (i) such Exchange Price by a fraction, of which (ii) the numerator shall be (A) the number of shares of common stock outstanding on such record date plus (B) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such Fair Market Value (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such Fair Market Value), and of which (iii) the denominator shall be (A) the number of shares of common stock outstanding on such record date plus (B) the number of additional shares of common stock which are so offered for subscription or purchase. Such adjustment shall become effective immediately, except as provided in subsection (i) and (j) below, after the record date for the determination of holders entitled to receive such rights, options or warrants; provided, however, that if any such rights, options or warrants issued by the Company as described in this subsection (c) are only exercisable upon the occurrence of certain triggering events, then the Exchange Price will not be adjusted as provided in this subsection (c) until such triggering events occur. Upon the expiration or termination of any rights, options or warrants without the exercise of such rights, options or warrants, the Exchange Price then in effect shall be adjusted immediately to the Exchange Price which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. (d) In case there shall be a distribution to all or substantially all holders of common stock, of any assets, evidences of indebtedness, cash or securities (other than (x) dividends or distributions exclusively in cash, (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection (a) or (c) above and in mergers and consolidations to which Section 14.06 applies, or (z) any distribution of rights or warrants subject to subsection (1) below or any distribution in connection with a liquidation, dissolution or winding up of the Company) then in each such case the Exchange Price in effect immediately following the record date fixed for the determination of the shareholders entitled to such distribution shall be adjusted so that the same shall equal the price determined by multiplying such Exchange Price by a fraction of which the numerator shall be the then Fair Market Value per share of the common stock on such record date less the then fair market value (as reasonably determined in good faith by the Board of Directors of Parent, whose determination shall be conclusive evidence thereofthe Company) of any other consideration payable to holders of Class A Shares in respect of any offer by Parent or a Subsidiary of Parent to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis and such offer is consummated within the 12 months preceding the date of payment portion of the Triggering Distribution and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made and (B) all other cash distributions to all or substantially all holders of its Class A Shares made within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made, exceeds an amount equal to 5% of the product of the Current Market Price Per Class A Share on the Business Day (the "Determination Date") immediately preceding the day on which such Triggering Distribution is declared by Parent multiplied by the number of Class A Shares outstanding on the Determination Date (excluding shares held in the treasury of Parent), the Exchange Price shall be reduced assets so that the same shall equal the price determined by multiplying such Exchange Price in effect immediately prior to the Determination Date by a fraction of which the numerator shall be the Current Market Price Per Class A Share on the Determination Date less the sum of the aggregate amount of cash and the aggregate fair market value (as reasonably determined in good faith by the Board of Directors of Parent, whose determination shall be conclusive evidence of such fair market value) of any such other consideration so distributed, paid or payable within such 12 months (including, without limitation, the Triggering Distribution) distributed applicable to one Class A Share (determined on the basis share of the number common stock, and of Class A Shares outstanding on the Determination Date) and which the denominator shall be such Current Fair Market Price Per Class A Share on Value per share of the Determination Date, such reduction to common stock. Such adjustment shall become effective immediately prior to the opening of business on the day following the date on which the Triggering Distribution is paid. (1) In case any offerimmediately, by Parent or any of its Subsidiaries to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis shall expire and such offer (except as amended upon the expiration thereof) shall involve the payment of aggregate consideration provided in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as reasonably determined in good faith by the Board of Directors of Parent), whose determination shall be conclusive evidence thereof of any other consideration) that, together with the aggregate amount of (A) any cash and the fair market value (as reasonably determined in good faith by the Board of Directors of Parent, whose determination shall be conclusive evidence thereof) of any other consideration payable in respect of any other offers by Parent or any Subsidiary of Parent to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis consummated within the 12 months preceding the date of the Expiration Date (as defined below) and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made and (B) all cash distributions to all or substantially all holders of its Class A Shares made within the 12 months preceding the Expiration Date and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made, exceeds an amount equal to 5% of the product of the Current Market Price Per Class A Share as of the last date (the "Expiration Date") tenders, repurchases or redemptions could have been made pursuant to such offer (as it may be amended) (the last time at which such purchases could have been made on the Expiration Date is hereinafter sometimes called the "Expiration Time") multiplied by the number of Class A Shares outstanding (including tendered shares but excluding any shares held in the treasury of Parent) at the Expiration Time, then, immediately prior to the opening of business on the day after the Expiration Date, the Exchange Price shall be reduced so that the same shall equal the price determined by multiplying the Exchange Price in effect immediately prior to the close of business on the Expiration Date by a fraction of which the numerator shall be the product of the number of Class A Shares outstanding (including tendered, repurchased or redeemed shares but excluding any shares held in the treasury of Parent) at the Expiration Time multiplied by the Current Market Price Per Class A Share on the Trading Day next succeeding the Expiration Date and the denominator shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to Class A stockholders based on the acceptance (up to any maximum specified in the terms of the offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of Class A Shares outstanding (less any Purchased Shares and excluding any shares held in the treasury of Parent) at the Expiration Time and the Current Market Price Per Class A Share on the Trading Day next succeeding the Expiration Date, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Date. In the event that Parent or its Subsidiary, as the case may be, is obligated to purchase shares pursuant to any offer to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis, but Parent or its Subsidiary, as the case may be, is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Exchange Price shall again be adjusted to be the Exchange Price which would have been in effect based upon the number of shares actually purchased. If the application of this Section 5(h) would result in an increase in the Exchange Price, no adjustment shall be made under this Section 5(h). (2) For the purpose of any computation under subsections subsection (i) and (j) below, after the record date for the determination of shareholders entitled to receive such distribution. (e) Rights or warrants distributed by the Company to all holders of its shares of common stock entitling them to subscribe for or purchase shares of the Company's Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("Trigger Event"), (i) are deemed to be transferred with such shares of common stock, (ii) are not exercisable and (iii) are also issued in respect of this future issuances of shares of common stock shall be deemed not to have been distributed for purposes of Section 5(h)14.05(c) (and no adjustment to the Exchange Price under Section 14.05(c) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the current market price per Class A Share (occurrence of which such right or warrant shall become exercisable to purchase different distributed assets, evidences of indebtedness or other assets, or entitle the "Current Market Price Per Share") on holder to purchase a different number or amount of the foregoing or to purchase any date of the foregoing at a different purchase price, then the occurrence of each such event shall be deemed to be the average date of the daily Closing Prices for the 30 consecutive Trading Days commencing 45 Business Days before (i) the Determination Date or the Expiration Date, as the case may be, with respect to distributions or offers under subsection (ii) of this Section 5(h) or (ii) the issuance and record date with respect to distributionsa new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof). In addition, issuances in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other events requiring such computation event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Exchange Price under subsection Section 14.05(c). (if) of this Section 5(hIn addition to the foregoing adjustments in subsections (a). The Closing Price for each day , (the "Closing Price"b), (c) shall be the last reported sales price or, in case no such reported sale takes place on such dateand (d) above, the average of Company, from time to time and to the reported closing bid and asked prices in case on extent permitted by law, may reduce the NYSE. If the Class A Shares are not then quoted or listed or admitted to trading on the NYSE, the last reported sale price referenced above shall be determined based on the last reported sale price on the TSX (and converted to U.S. dollars Exchange Price by any amount for at the exchange rate quoted by the Bank of Canada at such time) orleast 20 Business Days, if the Class A Shares are not then quoted or listed or admitted to trading on the NYSE or TSX, any national securities exchange or quotation system on which sales of Class A Shares takes place, or, in case no reported sale takes place, the Market Price shall be the fair value of a Class A Shares as reasonably determined in good faith by the Board of Directors has made a determination, which determination shall be conclusive, that such reduction would be in the best interests of the Company. The Company shall give notice to the Trustee and cause notice of such reduction to be mailed to each Holder of Notes at such Holder's address as the same appears on the registry books of the Registrar, at least 15 days prior to the date on which such reduction commences. The Company may, at its option, also make such reductions in the Exchange Price in addition to those set forth above, as the Board of Directors deems advisable to avoid or diminish any income tax to holders of shares of common stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for United States Federal income tax purposes. (3g) In any case in which this Section 5(h) 14.05 shall require that an adjustment be made immediately following a record date or a Determination Date or Expiration Datedate, as the case may be, established for purposes of this Section 5(h), Parent Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Note exchanged after such record date and on and before such adjustment shall have become effective (i) defer paying any Cash payment pursuant to Section 14.03 hereof or issuing to the Holder until after of such record date or Determination Date or Expiration Date Note the Class A Shares number of shares of common stock and other capital stock of Parent the Company (or other assets or securities) issuable upon such exchange over and above in excess of the Class A Shares number of shares of common stock and other capital stock Capital Stock of Parent the Company issuable upon such exchange thereupon only on the basis of the Exchange Price prior to adjustment; and, in lieu and (ii) not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate Cash payment pursuant to Section 14.03 hereof and issue to such Holder the additional shares of common stock and other Capital Stock of the shares Company issuable on such exchange. Notwithstanding the issuance foregoing, no adjustment of which is so deferred, Parent shall issue or cause its transfer agent to issue due bills or other appropriate evidence prepared by Parent of the right to receive such shares. If any distribution in respect of which an adjustment to the Exchange Price is required to be made as of the record date or Determination Date or Expiration Date therefor is not thereafter made or paid by the Company for any reason, the Exchange Price shall be readjusted made if the event giving rise to such adjustment does not occur. (h) No adjustment in the Exchange Price shall be required unless such adjustment would require an increase or decrease of at least 1.0% of the Exchange Price; provided that any adjustments which by reason of this subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 14 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. In no event shall the Exchange Price be less than the par value of a share of the Company's common stock. (i) Whenever the Exchange Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each exchange agent an Officers' Certificate setting forth the Exchange Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment and showing in reasonable detail the facts upon which such adjustment is based, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) mail or cause to be mailed a notice of such adjustment to each Holder of Notes at such Holder's address as the same appears on the registry books of the Registrar. Unless and until a Trust Officer has received an Officers' Certificate setting forth an adjustment of the Exchange Price, the Trustee may assume that no such adjustment has been made and that the last Exchange Price for which the Trustee has received an Officers' Certificate is the current Exchange Price. Neither the Trustee nor any exchange agent shall be under any duty or responsibility with respect to any such Officer's Certificate or the information and calculation contained therein, except to exhibit the same to any Holder deserving inspection thereof, at its office during normal business hours. (j) In the event that the Company distributes rights or warrants (other than those referred to in subsection (c) above) pro rata to holders of common stock, so long as any such rights or warrants have not expired or been redeemed by the Company, instead of making an adjustment in the Exchange Price, the Company may make proper provision so that the Holder of any Note surrendered for exchange shall be entitled to receive upon such exchange, in addition to the Exchange Price which would then Shares, a number of rights or warrants to be in effect determined as follows: (i) if such record exchange occurs on or prior to the date had not been fixed for the distribution to the holders of rights or warrants of separate certificates evidencing such effective date rights or Determination Date warrants (the "Distribution Date"), the same number of rights or Expiration Date had not occurred. (iii) If any event occurs as warrants to which a holder of a number of shares of common stock equal to the foregoing provisions number of this Section 5(h) are not strictly applicable or, if strictly applicable, would not, in Exchange Shares is entitled at the good faith judgment time of the Company, fairly and adequately protect the rights of the Holder such exchange in accordance with the essential intent terms and principles provisions of and applicable to the rights or warrants, and (ii) if such exchange occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of common stock into which the principal amount of such provisions, then the Company shall make Note so exchanged was exchangeable immediately prior to such adjustments in the application of Distribution Date would have been entitled on such provisions, Distribution Date in accordance with such essential intent the terms and principles, as shall provisions of and applicable to the rights or warrants. No adjustment need be reasonably necessary, made for any of the foregoing transactions if Holders of the Notes are to participate in the good faith opinion transaction on a basis and with notice that the Board of Directors of the CompanyCompany has determined to be fair and appropriate in light of the basis on which other holders of common stock of the Company participate in the transaction. In addition, to protect such no adjustments will be required upon the adoption of a stockholder rights as aforesaidplan, but in no event shall any such adjustment have and the effect issuance of increasing the Exchange Price or decreasing the number of Class A Shares issuable upon exchange of this Second Exchangeable Debenturerights thereunder.

Adjustment of Exchange Price. The initial exchange price as stated in Section 5(a) hereof Exchange Price shall be adjusted from time to time (as so adjusted, described below if any of the "Exchange Price") as followsfollowing events occurs: (ia) In case Parent shall (1) pay a dividend on its Class A Shares in Class A Shares, (2) make a distribution on its Class A Shares in Class A Shares, (3) subdivide its outstanding Class A Shares into a greater number If Holdings issues shares of shares, or (4) combine its outstanding Class A Shares into a smaller number of shares, the Exchange Price in effect immediately prior thereto shall be adjusted so that the Holder upon exchange of the Second Exchangeable Debenture shall thereafter be entitled to receive that number of Class A Shares which it would have owned had the Second Exchangeable Debenture been exchanged immediately prior to the happening of such event. An adjustment made pursuant to this subsection (i) shall become effective immediately after the record date in the case of Common Stock as a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision or combination. (ii) In case Parent shall, by dividend or otherwise, at any time distribute (a "Triggering Distribution") to all or substantially all holders of its Class A SharesCommon Stock, cash in an aggregate amount that, together with the aggregate amount of (A) any cash and the fair market value (as reasonably determined in good faith by the Board of Directors of Parent, whose determination shall be conclusive evidence thereof) of any other consideration payable to holders of Class A Shares or if Holdings effects a share split or share combination in respect of any offer by Parent or a Subsidiary of Parent to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis and such offer is consummated within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made and (B) all other cash distributions to all or substantially all holders of its Class A Shares made within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made, exceeds an amount equal to 5% of the product of the Current Market Price Per Class A Share on the Business Day (the "Determination Date") immediately preceding the day on which such Triggering Distribution is declared by Parent multiplied by the number of Class A Shares outstanding on the Determination Date (excluding shares held in the treasury of Parent)Common Stock, the Exchange Price shall be reduced so that the same shall equal the price determined by multiplying such Exchange Price in effect immediately prior to the Determination Date by a fraction of which the numerator shall be the Current Market Price Per Class A Share adjusted based on the Determination Date less the sum of the aggregate amount of cash and the aggregate fair market value (as reasonably determined in good faith by the Board of Directors of Parent, whose determination shall be conclusive evidence of such fair market value) of any such other consideration so distributed, paid or payable within such 12 months (including, without limitation, the Triggering Distribution) applicable to one Class A Share (determined on the basis of the number of Class A Shares outstanding on the Determination Date) and the denominator shall be such Current Market Price Per Class A Share on the Determination Date, such reduction to become effective immediately prior to the opening of business on the day following the date on which the Triggering Distribution is paid. (1) In case any offer, by Parent or any of its Subsidiaries to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis shall expire and such offer (as amended upon the expiration thereof) shall involve the payment of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as reasonably determined in good faith by the Board of Directors of Parent), whose determination shall be conclusive evidence thereof of any other consideration) that, together with the aggregate amount of (A) any cash and the fair market value (as reasonably determined in good faith by the Board of Directors of Parent, whose determination shall be conclusive evidence thereof) of any other consideration payable in respect of any other offers by Parent or any Subsidiary of Parent to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis consummated within the 12 months preceding the date of the Expiration Date (as defined below) and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made and (B) all cash distributions to all or substantially all holders of its Class A Shares made within the 12 months preceding the Expiration Date and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made, exceeds an amount equal to 5% of the product of the Current Market Price Per Class A Share as of the last date (the "Expiration Date") tenders, repurchases or redemptions could have been made pursuant to such offer (as it may be amended) (the last time at which such purchases could have been made on the Expiration Date is hereinafter sometimes called the "Expiration Time") multiplied by the number of Class A Shares outstanding (including tendered shares but excluding any shares held in the treasury of Parent) at the Expiration Time, then, immediately prior to the opening of business on the day after the Expiration Date, the Exchange Price shall be reduced so that the same shall equal the price determined by multiplying formula: EP1 = EP0 × OS0 OS1 EP0 = the Exchange Price in effect immediately prior to the close of business on the Expiration Record Date by a fraction for such dividend or distribution, or immediately prior to the open of which business on the numerator shall be effective date of such share split or share combination, as applicable; EP1 = the product Exchange Price in effect immediately after the close of business on such Record Date or immediately after the open of business on such effective date, as applicable; OS0 = the number of Class A Shares shares of Common Stock outstanding (including tenderedimmediately prior to the close of business on such Record Date or immediately prior to the open of business on such effective date, repurchased as applicable; and OS1 = the number of shares of Common Stock that would be outstanding immediately after giving effect to such dividend, distribution, share split or redeemed shares but excluding any shares held in the treasury of Parentshare combination. Any adjustment pursuant to this Section 10.05(a) at the Expiration Time multiplied by the Current Market Price Per Class A Share on the Trading Day next succeeding the Expiration Date and the denominator shall be the sum of become effective immediately after (x) the aggregate consideration (determined as aforesaid) payable to Class A stockholders based close of business on the acceptance (up to any maximum specified in the terms of the offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any Record Date for such maximum, being referred to as the "Purchased Shares") and dividend or distribution or (y) the product of the number of Class A Shares outstanding (less any Purchased Shares and excluding any shares held in the treasury of Parent) at the Expiration Time and the Current Market Price Per Class A Share on the Trading Day next succeeding the Expiration Date, such reduction to become effective immediately prior to the opening open of business on the day following the Expiration Date. In the event that Parent effective date of such share split or its Subsidiary, as the case may be, is obligated to purchase shares pursuant to any offer to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis, but Parent or its Subsidiary, as the case may be, is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Exchange Price shall again be adjusted to be the Exchange Price which would have been in effect based upon the number of shares actually purchased. If the application of this Section 5(h) would result in an increase in the Exchange Price, no adjustment shall be made under this Section 5(h). (2) For the purpose of any computation under subsections (i) and (ii) of this Section 5(h), the current market price per Class A Share (the "Current Market Price Per Share") on any date shall be deemed to be the average of the daily Closing Prices for the 30 consecutive Trading Days commencing 45 Business Days before (i) the Determination Date or the Expiration Date, as the case may be, with respect to distributions or offers under subsection (ii) of this Section 5(h) or (ii) the record date with respect to distributions, issuances or other events requiring such computation under subsection (i) of this Section 5(h). The Closing Price for each day (the "Closing Price") shall be the last reported sales price or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices in case on the NYSE. If the Class A Shares are not then quoted or listed or admitted to trading on the NYSE, the last reported sale price referenced above shall be determined based on the last reported sale price on the TSX (and converted to U.S. dollars at the exchange rate quoted by the Bank of Canada at such time) or, if the Class A Shares are not then quoted or listed or admitted to trading on the NYSE or TSX, any national securities exchange or quotation system on which sales of Class A Shares takes place, or, in case no reported sale takes place, the Market Price shall be the fair value of a Class A Shares as reasonably determined in good faith by the Board of Directors of the Company. (3) In any case in which this Section 5(h) shall require that an adjustment be made following a record date or a Determination Date or Expiration Date, as the case may be, established for purposes of this Section 5(h), Parent may elect to defer issuing to the Holder until after such record date or Determination Date or Expiration Date the Class A Shares and other capital stock of Parent issuable upon such exchange over and above the Class A Shares and other capital stock of Parent issuable upon such exchange only on the basis of the Exchange Price prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, Parent shall issue or cause its transfer agent to issue due bills or other appropriate evidence prepared by Parent of the right to receive such sharesshare combination. If any dividend or distribution in respect of which an adjustment to the Exchange Price is required to be made as of the record date type described in this Section 10.05(a) is declared but not so paid or Determination Date or Expiration Date therefor is not thereafter made or paid by the Company for any reasonmade, the Exchange Price shall be readjusted readjusted, effective as of the date the Board of Directors of Holdings determines not to pay such dividend or distribution, to the Exchange Price which that would then be in effect if such record date dividend or distribution had not been fixed or such effective date or Determination Date or Expiration Date had not occurreddeclared. (iiib) If Holdings issues to all or substantially all holders of Common Stock any event occurs as rights, options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to which subscribe for or purchase shares of Common Stock at a price per share that is less than the foregoing provisions of this Section 5(h) are not strictly applicable or, if strictly applicable, would not, in the good faith judgment average Common Stock Prices of the CompanyCommon Stock for the ten consecutive Trading Day period ending on, fairly and adequately protect including, the rights Trading Day immediately preceding the date of the Holder in accordance with the essential intent and principles announcement of such provisionsissuance, then the Company shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the Company, to protect such rights as aforesaid, but in no event shall any such adjustment have the effect of increasing the Exchange Price or decreasing shall be adjusted based on the following formula: EP1 = EP0 × OS0 + Y OS0 + X EP0 = the Exchange Price in effect immediately prior to the close of business on the Record Date for such issuance; EP1 = the Exchange Price in effect immediately after the close of business on such Record Date; OS0 = the number of Class A Shares issuable upon exchange shares of this Second Exchangeable Debenture.Common Stock outstanding immediately prior to the close of business on such Record Date;