Common use of Conversion Upon Specified Corporate Transactions Clause in Contracts

Conversion Upon Specified Corporate Transactions. (i) If the Company becomes a party to a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale of all or substantially all of the Company's assets or other combination, in each case pursuant to which the Common Shares are converted into cash, securities, or other property, then at the effective time of the transaction, a Holder of Securities' right to convert the Securities into Common Shares will be changed into a right to convert such Securities into the kind and amount of cash, securities and other property which Holders of the Securities would have received if those Holders had converted such Securities immediately prior to the transaction (the "Reference Property"). If the transaction causes the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Securities shall be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the Holders of the Common Shares that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the foregoing. (ii) If Holders of Securities would otherwise be entitled to receive, upon conversion of the Securities, any property (including cash) or securities that would not constitute ''Prescribed Securities'' for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada), as it applied to the 2007 taxation year (referred to herein as ''Ineligible Consideration''), such Holders shall not be entitled to receive such Ineligible Consideration but the Company or the successor or acquirer, as the case may be, shall have the right (at the sole option of the Company or the successor or acquirer, as the case may be) to deliver either such Ineligible Consideration or Prescribed Securities for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada), as it applied to the 2007 taxation year, with a market value equal to the market value of such Ineligible Consideration. In general, Prescribed Securities would include Common Shares and other shares which are not redeemable by the Holder within five years of the date of issuance of the Securities. The Company shall give notice to the Holders of Securities at least 30 days prior to the effective date of such transaction in writing and by release to a business newswire stating the consideration into which the Securities will be convertible after the effective date of such transaction. After such notice, the Company or the successor or acquirer, as the case may be, may not change the consideration to be delivered upon conversion of the Security except in accordance with any other provision of this Indenture. (iii) If the transaction also constitutes a Fundamental Change, the Company will be required, subject to certain conditions, to offer to purchase for cash all or a portion of a Holder's Securities in accordance with Article 12.

Conversion Upon Specified Corporate Transactions. (i) If the Company becomes a party to a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale of all or substantially all of the Company's assets or other combination, in each case pursuant to which the Common Shares are converted into cash, securities, or other property, then at the effective time of the transaction, a Holder of Securities' right to convert the Securities into Common Shares will be changed into a right to convert such Securities into the kind and amount of cash, securities and other property which Holders of the Securities would have received if those Holders had converted such Securities immediately prior to the transaction (the "Reference Property"). If the transaction causes the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Securities shall be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the Holders of the Common Shares that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the foregoing. (ii) If Holders of Securities would otherwise be entitled to receive, upon conversion of the Securities, any property (including cash) or securities that would not constitute ''"Prescribed Securities'' " for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada), as it applied to for the 2007 taxation year year, (referred to herein as ''"Ineligible Consideration''"), such Holders shall not be entitled to receive such Ineligible Consideration but the Company or the successor or acquirer, as the case may be, shall have the right (at the sole option of the Company or the successor or acquirer, as the case may be) to deliver either such Ineligible Consideration or Prescribed Securities for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada), as it applied to for the 2007 taxation year, with a market value equal to the market value of such Ineligible Consideration. In general, Prescribed Securities would include Common Shares and other shares which are not redeemable by the Holder within five years of the date of issuance of the Securities. The Company shall give notice to the Holders of Securities at least 30 days prior to the effective date of such transaction in writing and by release to a business newswire stating the consideration into which the Securities will be convertible after the effective date of such transaction. After such notice, the Company or the successor or acquirer, as the case may be, may not change the consideration to be delivered upon conversion of the Security except in accordance with any other provision of this Indenture. (iii) If the transaction also constitutes a Fundamental Change, the Company will be required, subject to certain conditions, required to offer to purchase for cash all or a portion of a Holder's Securities in accordance with Article 12.ARTICLE X.

Conversion Upon Specified Corporate Transactions. (i) If the Company becomes a party to a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale of all or substantially all of the Company's assets or other combination, in each case pursuant to which the Common Shares are converted into cash, securities, or other property, then at the effective time of the transaction, a Holder of Securities' right to convert the Securities into Common Shares will be changed into a right to convert such Securities into the kind and amount of cash, securities and other property which Holders of the Securities would have received if those Holders had converted such Securities immediately prior to the transaction (the "Reference Property"). If the transaction causes the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Securities shall be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the Holders of the Common Shares that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the foregoing. (ii) If Holders of Securities would otherwise be entitled to receive, upon conversion of the Securities, any property (including cash) or securities that would not constitute ''Prescribed Securities'' for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada), as it applied to the 2007 taxation year ) (referred to herein as ''Ineligible Consideration''), such Holders shall not be entitled to receive such Ineligible Consideration but the Company or the successor or acquirer, as the case may be, shall have the right (at the sole option of the Company or the successor or acquirer, as the case may be) to deliver either such Ineligible Consideration or Prescribed Securities for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada), as it applied to the 2007 taxation year, ) with a market value equal to the market value of such Ineligible Consideration. In general, Prescribed Securities would include Common Shares and other shares which are not redeemable by the Holder within five years of the date of issuance of the Securities. The Company shall give notice to the Holders of Securities at least 30 days prior to the effective date of such transaction in writing and by release to a business newswire stating the consideration into which the Securities will be convertible after the effective date of such transaction. After such notice, the Company or the successor or acquirer, as the case may be, may not change the consideration to be delivered upon conversion of the Security except in accordance with any other provision of this Indenture. (iii) If the transaction also constitutes a Fundamental Change, the Company will be required, subject to certain conditions, to offer to purchase for cash all or a portion of a Holder's Securities in accordance with Article 12.

Conversion Upon Specified Corporate Transactions. (i) If the Company becomes a party to a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale of all or substantially all of the Company's ’s assets or other combination, in each case pursuant to which the Common Shares are converted into cash, securities, or other property, then at the effective time of the transaction, a Holder of Securities' ’ right to convert the Securities into Common Shares will be changed into a right to convert such Securities into the kind and amount of cash, securities and other property which Holders of the Securities would have received if those Holders had converted such Securities immediately prior to the transaction (the "“Reference Property"”). If the transaction causes the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Securities shall be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the Holders of the Common Shares that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the foregoing. (ii) If Holders of Securities would otherwise be entitled to receive, upon conversion of the Securities, any property (including cash) or securities that would not constitute ''Prescribed Securities'' ’’ for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada), as it applied to the 2007 taxation year ) (referred to herein as ''Ineligible Consideration''’’), such Holders shall not be entitled to receive such Ineligible Consideration but the Company or the successor or acquirer, as the case may be, shall have the right (at the sole option of the Company or the successor or acquirer, as the case may be) to deliver either such Ineligible Consideration or Prescribed Securities for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada), as it applied to the 2007 taxation year, ) with a market value equal to the market value of such Ineligible Consideration. In general, Prescribed Securities would include Common Shares and other shares which are not redeemable by the Holder within five years of the date of issuance of the Securities. The Company shall give notice to the Holders of Securities at least 30 days prior to the effective date of such transaction in writing and by release to a business newswire stating the consideration into which the Securities will be convertible after the effective date of such transaction. After such notice, the Company or the successor or acquirer, as the case may be, may not change the consideration to be delivered upon conversion of the Security except in accordance with any other provision of this Indenture. (iii) If the transaction also constitutes a Fundamental Change, the Company will be required, subject to certain conditionsto, to offer to purchase for cash all or a portion of a Holder's ’s Securities in accordance with Article 12XII.