Common use of Conversion into Common Shares Clause in Contracts

Conversion into Common Shares. (1) Upon and subject to the provisions, conditions and adjustments of this Article 5, the Holder of this Debenture shall have the right, at his, her or its option, at any time prior to the Close of Business on the last Business Day immediately preceding the Maturity Date, to obtain, in respect of each one thousand ($1,000) dollars principal amount of this Debenture converted, the Specified Number of Common Shares, to be issued as fully paid and non-assessable shares from treasury, the subscription price for such Common Shares to be paid and satisfied by the surrender by the Holder to the Transfer Agent of all or any integral multiple of one thousand ($1,000) dollars of this Debenture provided, for greater certainty if any Debenture shall fail to be redeemed on the Maturity Date when such redemption was required to be made, the right to convert into Common Shares under this Section 5.1 shall again apply. Provided, however, the Corporation may accelerate this right of conversion on at least ten (10) Business Days prior written notice to the Holder (“Notice of Acceleration”) if (i) the Common Shares of the Corporation issuable on such conversion are free-trading and not subject to resale restrictions or statutory hold periods and (ii) the closing price of the Corporation’s Common Shares exceeds two hundred (200%) per cent of the Conversion Price for a period of twenty (20) trading days in a thirty (30) day period. In the event of the issuance of a Notice of Acceleration, the Holder shall have the right to convert the whole or any part of the principal and the accrued and unpaid interest of this Debenture into Common Shares of the Corporation in accordance with Article 5 prior to the date specified in the Notice of Acceleration.

Conversion into Common Shares. (1a) Upon and subject Subject to the provisions, conditions and adjustments provisions of this Article 5, the Holder of this Debenture shall have the right, at his, her or its optionIndenture, at any time following the occurrence of a Conversion Event and prior to the Close of Business on the last Business Day immediately preceding the Maturity Date, the Notes shall be convertible into Common Shares at the Conversion Rate then in effect (i) by delivery to obtain, the Trustee of an instruction by the Company attaching an instruction of Holders of a majority in respect Principal amount of each one thousand ($1,000) dollars Notes specifying the aggregate principal amount of this Debenture Notes to be so converted (“Conversion Notes”), in the case of a Conversion Event specified in clause (a)(i) of the definition thereof, or (ii) by delivery to the Trustee of an instruction by the Company accompanied by a resolution by the Board of Directors of the Company specifying the aggregate principal amount of Notes to be so converted, in the Specified Number case of Common Sharesa Conversion Event specified in clauses (a)(ii) or (b) of the definition thereof; provided that, in each case, any such instruction shall specify the Conversion Rate then in effect (as determined in accordance with this Indenture), an aggregate principal amount of Notes to be issued as fully paid and non-assessable shares from treasuryconverted of not less than $125,000,000, unless such instruction specifies that all outstanding Notes are to be converted, and, in the case of an instruction relating to a Conversion Event specified in clauses (a)(ii) or (b) of the definition thereof, shall be made in the form of an Officer’s Certificate. Promptly after delivery of such instruction, the subscription price Company, or the Trustee at the written request of the Company, shall provide notice of the same to the Holders pursuant to Section 14.02 of this Indenture. Upon the delivery of an instruction pursuant to this Section 13.01(a), on the third Business Day thereafter (or such later date, not exceeding 10 days after the date of the Conversion Event, as shall be specified in such instruction) (the “Conversion Effective Date”), the Conversion Notes shall be deemed converted in accordance with this Article 13, the principal amount of such Conversion Notes shall automatically be extinguished and discharged for such Common Shares to all purposes (without the requirement for any further action on behalf of the Holders, the Trustee, the Company or any Guarantor), appropriate entries shall be paid made on the books and satisfied records of the Trustee reflecting a corresponding reduction in the principal amount represented by the surrender by the Global Notes, and each Holder to the Transfer Agent of all any Note (or any integral multiple of one thousand ($1,000interest therein) dollars of this Debenture provided, for greater certainty if shall thereafter cease to have any Debenture shall fail rights with respect to be redeemed on the Maturity Date when such redemption was required to be made, Conversion Notes except the right to convert into Common Shares under this Section 5.1 shall again apply. Provided, however, the Corporation may accelerate this right of conversion on at least ten (10) Business Days prior written notice to the Holder (“Notice of Acceleration”) if (i) receive the Common Shares of into which such Conversion Notes have been converted upon compliance with the Corporation issuable on such conversion are free-trading and not subject to resale restrictions or statutory hold periods and (ii) the closing price of the Corporation’s Common Shares exceeds two hundred (200%) per cent of the Conversion Price for a period of twenty (20) trading days in a thirty (30) day period. In the event of the issuance of a Notice of Acceleration, the Holder shall have the right to convert the whole or any part of the principal and the accrued and unpaid interest of this Debenture into Common Shares of the Corporation in accordance with Article 5 prior to the date specified in the Notice of Accelerationprocedures set forth below.

Conversion into Common Shares. (1a) Upon and subject Subject to the provisions, conditions and adjustments provisions of this Article 5, the Holder of this Debenture shall have the right, at his, her or its optionIndenture, at any time following the occurrence of a Conversion Event and prior to the Close of Business on the last Business Day immediately preceding the Maturity Date, the Notes shall be convertible into Common Shares at the Conversion Rate then in effect (i) by delivery to obtain, the Trustee of an instruction by the Company attaching an instruction of Holders of a majority in respect Principal amount of each one thousand ($1,000) dollars Notes specifying the aggregate principal amount of this Debenture Notes to be so converted (“Conversion Notes”), in the case of a Conversion Event specified in clause (a)(i) of the definition thereof, or (ii) by delivery to the Trustee of an instruction by the Company accompanied by a resolution by the Board of Directors of the Company specifying the aggregate principal amount of Notes to be so converted, in the Specified Number case of Common Sharesa Conversion Event specified in clauses (a)(ii) or (b) of the definition thereof; provided that, in each case, any such instruction shall specify the Conversion Rate then in effect (as determined in accordance with this Indenture), an aggregate principal amount of Notes to be issued as fully paid and non-assessable shares from treasuryconverted of not less than $125,000,000, unless such instruction specifies that all outstanding Notes are to be converted, and, in the case of an instruction relating to a Conversion Event specified in clauses (a)(ii) or (b) of the definition thereof, shall be made in the form of an Officer’s Certificate. Promptly after delivery of such instruction, the subscription price Company, or the Trustee at the written request of the Company, shall provide notice of the same to the Holders pursuant to Section 14.02 of this Indenture. Upon the delivery of an instruction pursuant to this Section 13.01(a), on the tenth Business Day thereafter (or such later date, not exceeding 15 Business Days after the date of such instruction, as shall be specified in such instruction) (the “Conversion Effective Date”), the Conversion Notes shall be deemed converted in accordance with this Article 13, the principal amount of such Conversion Notes shall automatically be extinguished and discharged for such Common Shares to all purposes (without the requirement for any further action on behalf of the Holders, the Trustee, the Company or any Guarantor), appropriate entries shall be paid made on the books and satisfied records of the Trustee reflecting a corresponding reduction in the principal amount represented by the surrender by the Global Notes, and each Holder to the Transfer Agent of all any Note (or any integral multiple of one thousand ($1,000interest therein) dollars of this Debenture provided, for greater certainty if shall thereafter cease to have any Debenture shall fail rights with respect to be redeemed on the Maturity Date when such redemption was required to be made, Conversion Notes except the right to convert into Common Shares under this Section 5.1 shall again apply. Provided, however, the Corporation may accelerate this right of conversion on at least ten (10) Business Days prior written notice to the Holder (“Notice of Acceleration”) if (i) receive the Common Shares into which such Conversion Notes have been converted. Notwithstanding anything in this Indenture to the contrary, if pursuant to the terms of the Corporation issuable on such conversion are free-trading this paragraph a Conversion Effective Date would occur between a Record Date and not subject to resale restrictions or statutory hold periods and (ii) the closing price of the Corporation’s Common Shares exceeds two hundred (200%) per cent of an Interest Payment Date, the Conversion Price for a period of twenty (20) trading days in a thirty (30) day period. In Effective Date shall occur on the event of the issuance of a Notice of Acceleration, the Holder shall have the right to convert the whole or any part of the principal and the accrued and unpaid interest of this Debenture into Common Shares of the Corporation in accordance with Article 5 prior to the date specified in the Notice of AccelerationBusiness Day next succeeding such Interest Payment Date.