Common use of Disposition Events Clause in Contracts

Disposition Events. If any of the following events (any such event, a “Disposition Event”) occurs: (i) any reclassification (other than as described in Section 3(a)) or exchange of the Common Stock; (ii) any merger, consolidation or other combination to which the Company is a constituent party; or (iii) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Company to any other Person; in each case, as a result of which all or substantially all of the holders of Common Stock shall be entitled to receive cash, securities and/or other property for their shares of Common Stock, then, as a condition precedent to such Disposition Event, proper and adequate provision shall be made so that, upon the basis and terms and in the manner provided in this Warrant, the Holder shall be entitled upon the exercise of this Warrant at any time after the consummation of such Disposition Event, to the extent this Warrant is not exercised in full prior to such Disposition Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation of such Disposition Event, in lieu of the Common Stock otherwise issuable upon such exercise of this Warrant prior to such Disposition Event, the kind and amount of cash, securities and/or other property to which such Holder would have been entitled upon the consummation of such Disposition Event if such Holder had exercised this Warrant immediately prior thereto. In determining the kind and amount of cash, securities and/or other property receivable upon exercise of this Warrant following the consummation of such Disposition Event, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Disposition Event, then the Holder shall have the right to make a similar election upon exercise of this Warrant with respect to the kind and amount of cash, securities and/or other property which the Holder will receive upon exercise of this Warrant. The Company may not cause, or agree to cause or permit to occur, a Disposition Event, unless the issuer of any securities or other property into which this Warrant thereafter becomes exercisable (if other than the Company) agrees, for the express benefit of the holders of record of this Warrant (including making them beneficiaries of such agreement), to issue such securities or other property and to otherwise assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder. To the extent that equity securities are received by the holders of Common Stock in connection with a Disposition Event, the portion of this Warrant that will be exercisable into such equity securities will continue to be subject to the adjustments set forth in this Section 3. The provisions of this Section 3(d) shall similarly apply to successive Disposition Events. If this Section 3(d) applies to any event or occurrence, neither Section 3(a) nor Section 3(e) shall apply; provided, however, that this Section 3(d) shall not apply to any subdivision or combination of shares of Common Stock to which Section 3(a) is applicable.

Disposition Events. (A) If any of the following events (any such event, a “Disposition Event”) occurs: (i1) any reclassification or exchange of the Class A Shares (other than as described in Section 3(aa result of a subdivision or combination)) or exchange of the Common Stock; (ii2) any merger, amalgamation, consolidation or other combination to which the Company Corporation is a constituent party; or (iii3) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Company Corporation to any other Personperson; in each case, as a result of which all or substantially all of the holders of Common Stock Class A Shares shall be entitled to receive cash, securities and/or or other property for their shares Class A Shares, the Convertible Preference Shares converted following the effective date of Common Stock, then, as a condition precedent to such any Disposition Event, proper and adequate provision Event shall be made so thatconverted, in lieu of the Class A Shares otherwise deliverable, into the same amount and type (in the same proportion) of cash, securities or other property received by holders of Class A Shares in the relevant event (collectively, “Reference Property”) received upon the basis and terms and in the manner provided in this Warrant, the Holder shall be entitled upon the exercise of this Warrant at any time after the consummation occurrence of such Disposition EventEvent by a holder of Class A Shares holding, immediately prior to the extent this Warrant is not exercised transaction, the number of Class A Shares into which such Convertible Preference Shares would have been converted pursuant to SECTION 5(a) without giving effect to any limitations on conversion set forth in full SECTION 5(b) immediately prior to such Disposition Event, to receive at ; provided that if the Exercise Price in effect at the time immediately prior to the consummation of such Disposition Event, in lieu of the Common Stock otherwise issuable upon such exercise of this Warrant prior to such Disposition Event, the kind and amount of cash, securities and/or other property to which such Holder would have been entitled upon the consummation of such Disposition Event if such Holder had exercised this Warrant immediately prior thereto. In determining the kind and amount of cash, securities and/or other property receivable upon exercise of this Warrant following the consummation of such Disposition Event, if provides the holders of Common Stock have Class A Shares with the right to elect the kind or amount receive more than a single type of consideration receivable determined based in part upon consummation any form of such Disposition Eventstockholder election, then the Holder Reference Property shall have be comprised of the right to make a similar election upon exercise weighted average of this Warrant with respect to the kind types and amount amounts of cash, securities and/or other property which the Holder will receive upon exercise of this Warrant. The Company may not cause, or agree to cause or permit to occur, a Disposition Event, unless the issuer of any securities or other property into which this Warrant thereafter becomes exercisable (if other than the Company) agrees, for the express benefit of consideration received by the holders of record the Class A Shares. (B) The above provisions of this Warrant (including making them beneficiaries of such agreement)SECTION 5(f)(iv) shall similarly apply to successive Disposition Events. If this SECTION 5(f)(iv) applies to any event or occurrence, neither SECTION 5(f)(i) nor SECTION 5(f)(iii) shall apply; provided, however, that this SECTION 5(f)(iv) shall not apply to issue such securities any share split or other property and combination to otherwise assume the due and punctual observance and performance of each and every covenant and condition of this Warrant which SECTION 5(f)(i) is applicable or to be performed and observed by the Company and all the obligations and liabilities hereundera liquidation, dissolution or winding up to which SECTION 2 applies. To the extent that equity securities of a company are received by the holders of Common Stock Class A Shares in connection with a Disposition Event, the portion of this Warrant that the Convertible Preference Shares which will be exercisable convertible into such equity securities will continue to be subject to the anti-dilution adjustments set forth in this Section 3. The provisions of this Section 3(d) shall similarly apply to successive Disposition Events. If this Section 3(d) applies to any event or occurrence, neither Section 3(a) nor Section 3(e) shall apply; provided, however, that this Section 3(d) shall not apply to any subdivision or combination of shares of Common Stock to which Section 3(a) is applicableSECTION 5(f).

Disposition Events. If any of the following events (any such event, a “Disposition Event”) occurs: (ia) any reclassification of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as described in Section 3(aa result of a subdivision or combination)) or exchange of the Common Stock; (iib) any a consolidation, merger, consolidation or other combination to which involving the Company is a constituent partyCompany; or (iiic) any sale, conveyance, lease, a sale or other disposal conveyance to another Person of all or substantially all the properties and assets of the Company to any other Person; in each case, as a result of which all or substantially all of the assets of the Company; in each case, in which holders of outstanding Common Stock shall would be entitled to receive cashCash, securities and/or or other property for their shares of Common Stock, then, as a condition precedent to such Disposition Event, proper and adequate provision shall be made so that, upon the basis and terms and in the manner provided in this Warrant, the Holder shall be entitled upon the exercise of this Warrant at any time after the consummation of such Disposition Event, subject to the extent this Warrant is not exercised in full prior provisions of Section 3.01, (i) the right to such Disposition Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation convert each $1,000 Accreted Principal Amount of such Disposition Event, in lieu Notes into shares of the Common Stock otherwise issuable upon such exercise will be changed to a right to convert each $1,000 Accreted Principal Amount of this Warrant prior to such Disposition Event, Notes into the kind and amount of cashCash, securities and/or or other property that a holder of a number of shares of Common Stock equal to which the Conversion Rate immediately prior to such Holder transaction would have owned or been entitled to receive (the “Reference Property”) (but such Accreted Principal Amount is to be determined based upon the accreted value as of the date of consummation of such the Disposition Event if and not any accretion after such Holder had exercised date), and (ii) upon conversion the Notes shall be settled as set forth in this Warrant immediately prior theretoSection 10.12. In determining With respect to each $1,000 of Accreted Principal Amount of Notes surrendered for conversion after the effective date of any Disposition Event, upon conversion the Notes shall be settled in units of Reference Property, as follows: the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of cashCash, securities and/or or other property receivable upon exercise or assets that a holder of this Warrant following the consummation of such Disposition Event, if the holders one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive based on the right Weighted Average Consideration) equal to elect (1) the kind or Accreted Principal Amount of Notes to be converted (but such Accreted Principal Amount is to be determined based upon the accreted value as of the date of consummation of the Disposition Event and not any accretion after such date), divided by $1,000, multiplied by (2) the then-applicable Conversion Rate. The Company will deliver the Cash in lieu of fractional units of Reference Property as set forth pursuant to Section 10.03; provided that the amount of consideration receivable upon consummation such Cash shall be determined as if references in such Section to “Closing Price of such Disposition Event, then Common Stock” were instead a reference to the Holder shall have the right to make Closing Price of a similar election upon exercise unit of this Warrant with respect to Reference Property composed of the kind and amount of cashCash, securities and/or other property which the Holder will receive upon exercise of this Warrant. The Company may not cause, or agree to cause or permit to occur, a Disposition Event, unless the issuer of any securities or other property into which this Warrant thereafter becomes exercisable (if other than the Company) agrees, for the express benefit that a holder of the holders of record of this Warrant (including making them beneficiaries of such agreement), to issue such securities or other property and to otherwise assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder. To the extent that equity securities are received by the holders one share of Common Stock in connection with a immediately prior to such Disposition Event, Event would have owned or been entitled to receive based on the portion of this Warrant that will be exercisable into such equity securities will continue to be subject to the adjustments set forth in this Section 3. The provisions of this Section 3(d) shall similarly apply to successive Disposition Events. If this Section 3(d) applies to any event or occurrence, neither Section 3(a) nor Section 3(e) shall apply; provided, however, that this Section 3(d) shall not apply to any subdivision or combination of shares of Common Stock to which Section 3(a) is applicableWeighted Average Consideration.

Disposition Events. (A) If any of the following events (any such event, a “Disposition Event”) occurs: (i1) any reclassification (other than as described in Section 3(a)) or exchange of the Common StockStock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (ii2) any merger, consolidation or other combination to which the Company is a constituent party; or (iii3) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Company to any other Personperson; in each case, as a result of which all or substantially all of the holders of Common Stock shall be entitled to receive cash, securities and/or or other property for their shares of Common Stock, thenthe Company or the successor or purchasing person, as a condition precedent to such the case may be, shall provide that the Series A Preferred Stock converted following the effective date of any Disposition Event, proper and adequate provision shall be made so that, upon the basis and terms and in the manner provided in this Warrant, the Holder shall be entitled upon the exercise of this Warrant at any time after the consummation of such Disposition Event, to the extent this Warrant is not exercised in full prior to such Disposition Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation of such Disposition Eventconverted, in lieu of the Common Stock otherwise issuable deliverable, into the same amount and type (in the same proportion) of cash, securities or other property received by holders of Common Stock in the relevant event (collectively, “Reference Property”) received upon the occurrence of such exercise Disposition Event by a holder of this Warrant Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Amount (without giving effect to any limitations on conversion set forth in SECTION 5(b)) immediately prior to such Disposition Event, ; provided that if the kind and amount of cash, securities and/or other property to which such Holder would have been entitled upon the consummation of such Disposition Event if such Holder had exercised this Warrant immediately prior thereto. In determining the kind and amount of cash, securities and/or other property receivable upon exercise of this Warrant following the consummation of such Disposition Event, if provides the holders of Common Stock have with the right to elect the kind or amount receive more than a single type of consideration receivable determined based in part upon consummation any form of such Disposition Eventstockholder election, then the Holder Reference Property shall have be comprised of the right to make a similar election upon exercise weighted average of this Warrant with respect to the kind types and amount amounts of cash, securities and/or other property which consideration received by the Holder will receive upon exercise holders of this Warrantthe Common Stock. The Company may not cause, or agree to cause or permit to occurcause, a Disposition EventEvent to occur, unless the issuer of any securities or other property into which this Warrant the Series A Preferred Stock that remains outstanding thereafter becomes exercisable (if other than the Companyany) becomes convertible agrees, for the express benefit of the holders of record of this Warrant Series A Preferred Stock (including making them beneficiaries of such agreement), to issue such securities or other property and to otherwise assume the due and punctual observance and performance of each and every covenant and condition property. (B) The above provisions of this Warrant SECTION 5(f)(iv) shall similarly apply to be performed and observed by the Company and all the obligations and liabilities hereundersuccessive Disposition Events. If this SECTION 5(f)(iv) applies to any event or occurrence, neither SECTION 5(f)(i) nor SECTION 5(f)(iii) shall apply; provided, however, that this SECTION 5(f)(iv) shall not apply to any stock split or combination to which SECTION 5(f)(i) is applicable or to a liquidation, dissolution or winding up to which SECTION 3 applies. To the extent that equity securities of a company are received by the holders of Common Stock in connection with a Disposition Event, the portion of this Warrant that the Series A Preferred Stock which will be exercisable convertible into such equity securities will continue to be subject to the anti-dilution adjustments set forth in this Section 3. The provisions of this Section 3(d) shall similarly apply to successive Disposition Events. If this Section 3(d) applies to any event or occurrence, neither Section 3(a) nor Section 3(e) shall apply; provided, however, that this Section 3(d) shall not apply to any subdivision or combination of shares of Common Stock to which Section 3(a) is applicableSECTION 5(f).

Disposition Events. (i) If any of the following events (any such event, a “Disposition Event”) occurs: (iA) any reclassification (other than as described in Section 3(a)) or exchange of the Common StockStock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (iiB) any merger, consolidation or other combination to which the Company is a constituent party; or (iiiC) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Company to any other Person; in each case, as a result of which all or substantially all of the holders of Common Stock shall be entitled to receive cash, securities and/or or other property for their shares of Common Stock, thenthe Company or the successor or purchasing Person, as a condition precedent to such the case may be, shall provide that this Warrant be exercised following the effective date of any Disposition Event, proper and adequate provision shall be made so that, upon the basis and terms and in the manner provided in this Warrant, the Holder shall be entitled upon the exercise of this Warrant at any time after the consummation of such Disposition Event, to the extent this Warrant is not exercised in full prior to such Disposition Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation of such Disposition Eventexercised, in lieu of the Common Stock otherwise deliverable, into the same amount and type (in the same proportion) of cash, securities or other property received by holders of Common Stock in the relevant event (collectively, “Reference Property”) received upon the occurrence of such Disposition Event by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the number of Warrant Shares issuable upon such exercise of under this Warrant (without giving effect to any of the exceptions contained herein) immediately prior to such Disposition Event, ; provided that if the kind and amount of cash, securities and/or other property to which such Holder would have been entitled upon the consummation of such Disposition Event if such Holder had exercised this Warrant immediately prior thereto. In determining the kind and amount of cash, securities and/or other property receivable upon exercise of this Warrant following the consummation of such Disposition Event, if provides the holders of Common Stock have with the right to elect the kind or amount receive more than a single type of consideration receivable determined based in part upon consummation any form of such Disposition Eventstockholder election, then the Holder Reference Property shall have be comprised of the right to make a similar election upon exercise weighted average of this Warrant with respect to the kind types and amount amounts of cash, securities and/or other property which consideration received by the Holder will receive upon exercise holders of this Warrantthe Common Stock. The Company may not cause, or agree to cause or permit to occurcause, a Disposition EventEvent to occur, unless the issuer of any securities or other property into which this Warrant thereafter becomes exercisable (if other than the Company) agrees, for the express benefit of the holders of record of this Warrant (including making them beneficiaries of such agreement), to issue such securities or other property and to otherwise assume the due and punctual observance and performance of each and every covenant and condition property. (ii) The provisions of this Warrant Section 10(f) shall similarly apply to be performed and observed by the Company and all the obligations and liabilities hereundersuccessive Disposition Events. If this Section 10(f) applies to any event or occurrence, neither Section 10(a) nor Section 10(e) shall apply; provided, however, that this Section 10(f) shall not apply to any stock split or combination to which Section 10(a) is applicable. To the extent that equity securities of a company are received by the holders of Common Stock in connection with a Disposition Event, the portion of this Warrant that which will be exercisable into such equity securities will continue to be subject to the anti-dilution adjustments set forth in this Section 3. The provisions of this Section 3(d) shall similarly apply to successive Disposition Events. If this Section 3(d) applies to any event or occurrence, neither Section 3(a) nor Section 3(e) shall apply; provided, however, that this Section 3(d) shall not apply to any subdivision or combination of shares of Common Stock to which Section 3(a) is applicable10.

Disposition Events. If any of the following events (any such event, a “"Disposition Event”") occurs: (i) any reclassification (other than as described in Section 3(a)) or exchange of the Common Stock; (ii) any merger, consolidation or other combination to which the Company is a constituent party; or (iii) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Company to any other Person; in each case, as a result of which all or substantially all of the holders of Common Stock shall be entitled to receive cash, securities and/or other property for their shares of Common Stock, then, as a condition precedent to such Disposition Event, proper and adequate provision shall be made so that, upon the basis and terms and in the manner provided in this Warrant, the Holder shall be entitled upon the exercise of this Warrant at any time after the consummation of such Disposition Event, to the extent this Warrant is not exercised in full prior to such Disposition Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation of such Disposition Event, in lieu of the Common Stock otherwise issuable upon such exercise of this Warrant prior to such Disposition Event, the kind and amount of cash, securities and/or other property to which such Holder would have been entitled upon the consummation of such Disposition Event (without giving effect to the limitations set forth in Section 2(f) and Section 3(f)(iv)) if such Holder had exercised this Warrant immediately prior thereto. In determining the kind and amount of cash, securities and/or other property receivable upon exercise of this Warrant following the consummation of such Disposition Event, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Disposition Event, then the Holder shall have the right to make a similar election upon exercise of this Warrant with respect to the kind and amount of cash, securities and/or other property which the Holder will receive upon exercise of this Warrant. The Company may not cause, or agree to cause or permit to occur, a Disposition Event, unless the issuer of any securities or other property into which this Warrant thereafter becomes exercisable (if other than the Company) agrees, for the express benefit of the holders of record of this Warrant (including making them beneficiaries of such agreement), to issue such securities or other property and to otherwise assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder. To the extent that equity securities are received by the holders of Common Stock in connection with a Disposition Event, the portion of this Warrant that will be exercisable into such equity securities will continue to be subject to the adjustments set forth in this Section 3. The provisions of this Section 3(d) shall similarly apply to successive Disposition Events. If this Section 3(d) applies to any event or occurrence, neither Section 3(a) nor Section 3(e) shall apply; provided, however, that this Section 3(d) shall not apply to any subdivision or combination of shares of Common Stock to which Section 3(a) is applicable.

Disposition Events. If Within two (2) Business Days after any of the following events (any such event, a “Asset Disposition Event”) occurs: (i) any reclassification (other than as described in Section 3(aan Excluded Asset Disposition) the Borrowers shall give written notice to the Administrative Agents thereof (an "ASSET DISPOSITION EVENT OFFER")) or exchange , which shall contain and constitute an offer by and on behalf of the Common StockBorrowers to prepay the Term Loans as specified in SECTIONS 2.10(b)(v) and (ix) in an aggregate principal amount equal to the entire amount of such Asset Disposition Proceeds on a date specified in the Asset Disposition Event Offer that is not less than two Business Days and not more than five Business Days after the date of the Asset Disposition Event Offer. For purposes of this SECTION 2.10(c)(i): (A) Asset Disposition Proceeds shall not include Net Cash Proceeds from an Asset Disposition Event to the extent that (1) no Default or Event of Default then exists or would arise therefrom, and (2) the Borrowers have delivered a certificate of a senior financial officer of the Borrowers to the Administrative Agents on or prior to such date stating that such Net Cash Proceeds shall be reinvested in assets used or usable in the business of the Parent Borrower and its Subsidiaries (but if such Subsidiary is not a Subsidiary Guarantor, such reinvestment must be permitted by SECTION 7.06 hereof) within one year following the date of such Asset Disposition Event (which certificate shall set forth the estimates of the proceeds so expended); (iiB) if all or any mergerportion of Net Cash Proceeds permitted to be applied to reinvestment pursuant to clause (A) above are not so used within the period beginning on the date such Net Cash Proceeds are received and ending on the first anniversary of such date (or if during such period of time the Borrowers shall not have entered into a definitive written agreement to reinvest such Net Cash Proceeds pursuant to clause (A) above and such reinvestment pursuant to such agreement is not consummated within the reasonable period of time not exceeding 60 days after the date of such agreement), consolidation then such remaining portion shall be deemed Asset Disposition Proceeds received on the last day of such period (or other combination such earlier date as the relevant Subsidiary determines not to which reinvest any portion thereof) or upon the Company is a constituent party; oracceleration of the maturity of the Loans, as applicable, as specified in SECTIONS 2.10(b)(v) and (ix) (it being understood that the foregoing shall in no way affect the obligation of any Subsidiary to obtain the consent of the Required Lenders to effect any Asset Disposition not permitted by this Agreement); (iiiC) any salepending reinvestment in accordance with clause (A) above or the making of an Asset Disposition Event Offer, conveyancethe relevant Borrower shall either (1) temporarily prepay U.S. Revolving Loans and/or the Canadian Revolving Loans, leaseas applicable, in accordance with SECTION 2.10(a) in an amount equal to such Net Cash Proceeds or other disposal (2) deposit such Net Cash Proceeds in the relevant Reinvestment Funds Account of all such Borrower established under the U.S. Security Agreement or substantially all PPSA Security Agreement (as applicable), to be released therefrom in connection with such reinvestment (unless the properties and assets maturity of the Company to any other Person; Loans shall have accelerated) or otherwise applied in each caseaccordance with the terms of the PPSA Security Agreement or U.S. Security Agreement, as applicable; and (D) Asset Disposition Proceeds from a result of which all Permitted Securitization Transaction permitted by SECTION 7.05(xiii) or substantially all of the holders of Common Stock a Sale/Leaseback Transaction permitted by SECTION 7.13 shall be entitled limited to receive cash, securities and/or other property for their shares 75% of Common Stock, then, as a condition precedent Net Cash Proceeds from such Permitted Securitization Transaction or such Sale/Leaseback Transaction; PROVIDED that such Asset Disposition Proceeds may not be reinvested and clauses (A) through (C) above shall not apply to such Asset Disposition Event, proper and adequate provision shall be made so that, upon the basis and terms and in the manner provided in this Warrant, the Holder shall be entitled upon the exercise of this Warrant at any time after the consummation of such Disposition Event, to the extent this Warrant is not exercised in full prior to such Disposition Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation of such Disposition Event, in lieu of the Common Stock otherwise issuable upon such exercise of this Warrant prior to such Disposition Event, the kind and amount of cash, securities and/or other property to which such Holder would have been entitled upon the consummation of such Disposition Event if such Holder had exercised this Warrant immediately prior theretoProceeds. In determining the kind and amount of cash, securities and/or other property receivable upon exercise of this Warrant following the consummation of such Disposition Event, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Disposition Event, then the Holder Each Lender shall have the right to make a similar election upon exercise of this Warrant with respect accept or decline the Asset Disposition Event Offer by providing written notice to the kind Parent Borrower (on behalf of itself and amount the other Borrowers) within ten (10) Business Days of cash, securities and/or other property which receipt of the Holder will receive upon exercise of this WarrantAsset Disposition Event Offer. The Company may not cause, or agree to cause or permit to occur, a Disposition Event, unless the issuer failure of any securities or other property into which this Warrant thereafter becomes exercisable Lender to notify the Parent Borrower of its acceptance within such ten (if other than the Company10) agrees, for the express benefit Business Days shall be deemed to be a rejection of the holders of record of this Warrant (including making them beneficiaries of such agreement), to issue such securities or other property and to otherwise assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunderAsset Disposition Event Offer. To the extent that equity securities are received by the holders of Common Stock in connection with a Disposition Event, the any portion of this Warrant that will be exercisable into such equity securities will continue to be -91- Asset Disposition Proceeds subject to the adjustments set forth in Asset Disposition Event Offer are declined by the relevant Lenders, the relevant Borrower may use such portion of the Asset Disposition Proceeds for any purpose not otherwise prohibited by this Section 3. The provisions of this Section 3(d) shall similarly apply to successive Disposition Events. If this Section 3(d) applies to any event or occurrence, neither Section 3(a) nor Section 3(e) shall apply; provided, however, that this Section 3(d) shall not apply to any subdivision or combination of shares of Common Stock to which Section 3(a) is applicableAgreement.

Disposition Events. If any of the following events (any such event, a “Disposition Event”) occurs: (i) any reclassification (other than as described in Section 3(a)) or exchange of the Common Stock; (ii) any merger, consolidation or other combination to which the Company is a constituent party; or (iii) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Company to any other Person; in each case, as a result of which all or substantially all of the holders of Common Stock shall be entitled to receive cash, securities and/or other property for their shares of Common Stock, then, as a condition precedent to such Disposition Event, proper and adequate provision shall be made so that, upon the basis and terms and in the manner provided in this Warrant, the Holder shall be entitled upon the exercise of this Warrant at any time after the consummation of such Disposition Event, to the extent this Warrant is not exercised in full prior to such Disposition Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation of such Disposition Event, in lieu of the Common Stock otherwise issuable upon such exercise of this Warrant prior to such Disposition Event, the kind and amount of cash, securities and/or other property to which such Holder would have been entitled upon the consummation of such Disposition Event (without giving effect to the limitations set forth in Section 2(f) and Section 3(f)(iv)) if such Holder had exercised this Warrant immediately prior thereto. In determining the kind and amount of cash, securities and/or other property receivable upon exercise of this Warrant following the consummation of such Disposition Event, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Disposition Event, then the Holder shall have the right to make a similar election upon exercise of this Warrant with respect to the kind and amount of cash, securities and/or other property which the Holder will receive upon exercise of this Warrant. The Company may not cause, or agree to cause or permit to occur, a Disposition Event, unless the issuer of any securities or other property into which this Warrant thereafter becomes exercisable (if other than the Company) agrees, for the express benefit of the holders of record of this Warrant (including making them beneficiaries of such agreement), to issue such securities or other property and to otherwise assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder. To the extent that equity securities are received by the holders of Common Stock in connection with a Disposition Event, the portion of this Warrant that will be exercisable into such equity securities will continue to be subject to the adjustments set forth in this Section 3. The provisions of this Section 3(d) shall similarly apply to successive Disposition Events. If this Section 3(d) applies to any event or occurrence, neither Section 3(a) nor Section 3(e) shall apply; provided, however, that this Section 3(d) shall not apply to any subdivision or combination of shares of Common Stock to which Section 3(a) is applicable.

Disposition Events. (a) If any of the following events (any such event, a “Disposition Event”) occurs: (i) any reclassification (other than as described in Section 3(a)) or exchange of the Class A Common Stock; (ii) any merger, consolidation or other combination to which the Company is a constituent party; or (iii) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Company to any other Person; in each case, as a result of which all or substantially all of the holders of Class A Common Stock shall be entitled to receive cash, securities and/or other property for their shares of Class A Common Stock, then, as a condition precedent to such Disposition Event, proper and adequate provision shall be made so that, upon the basis and terms and in the manner provided in this Warrant, the Holder shall be entitled upon the exercise of this Warrant at any time after the consummation of such Disposition Event, to the extent this Warrant is not exercised in full prior to such Disposition Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation of such Disposition Event, in lieu of the Class A Common Stock otherwise issuable upon such exercise of this Warrant prior to such Disposition Event, the kind and amount of cash, securities and/or other property to which such Holder would have been entitled upon the consummation of such Disposition Event (without giving effect to the limitations set forth in Section 2.9 and Section 3.6(d)) if such Holder had exercised this Warrant immediately prior thereto. In determining the kind and amount of cash, securities and/or other property receivable upon exercise of this Warrant following the consummation of such Disposition Event, if the holders of Class A Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Disposition Event, then the Holder shall have the right to make a similar election upon exercise of this Warrant with respect to the kind and amount of cash, securities and/or other property which the Holder will receive upon exercise of this Warrant. The Company may not cause, or agree to cause or permit to occur, a Disposition Event, unless the issuer of any securities or other property into which this Warrant thereafter becomes exercisable (if other than the Company) agrees, for the express benefit of the holders of record of this Warrant (including making them beneficiaries of such agreement), to issue such securities or other property and to otherwise assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder. To the extent that equity securities are received by the holders of Class A Common Stock in connection with a Disposition Event, the portion of this Warrant that will be exercisable into such equity securities will continue to be subject to the adjustments set forth in this Section Article 3. The provisions of this Section 3(d) 3.4 shall similarly apply to successive Disposition Events. If this Section 3(d) 3.4 applies to any event or occurrence, neither Section 3(a) 3.1 nor Section 3(e) 3.5 shall apply; provided, however, that this Section 3(d) 3.4 shall not apply to any subdivision or combination of shares of Class A Common Stock to which Section 3(a) 3.1 is applicable.

Disposition Events. If Within two (2) Business Days after any of date on which Disposition Proceeds exceed Cdn$5.0 million, the following events Canadian Borrower shall give written notice to the Administrative Agent thereof (any such event, a “Disposition EventEvent Offer”), which shall contain and constitute an offer by and on behalf of the Relevant Borrowers to prepay the Term Facilities as specified in Sections 3.7(f) occurs:and (g) in an aggregate principal amount equal to the entire amount of such Disposition Proceeds on a date specified in the Disposition Event Offer that is not less than two Business Days and not more than five Business Days after the date of the Disposition Event Offer. For purposes of this Section 3.8(a): (i) Disposition Proceeds shall not include Net Available Proceeds from a Disposition Event to the extent that (A) no Default or Event of Default then exists or would arise therefrom, and (B) the Canadian Borrower has delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Available Proceeds shall be reinvested in assets used or usable in the business of (x) if such Disposition Event was effected by any reclassification Obligor, any Company (but if such Company is not an Obligor, such reinvestment must constitute a Permitted Investment) and (y) if such Disposition Event was effected by any other Company, any Company (other than as described Holdco or a Receivables Co.), in Section 3(a)) or exchange each case within one year following the date of such Disposition Event (which certificate shall set forth the estimates of the Common Stockproceeds to be so expended); (ii) if all or any mergerportion of Net Available Proceeds permitted to be applied to reinvestment pursuant to clause (i) above are not so used within the period beginning on the date such Net Available Proceeds are received and ending on the first anniversary of such date, consolidation then such remaining portion shall be deemed Disposition Proceeds received on the last day of such period (or other combination such earlier date as the relevant Company determines not to which reinvest any portion thereof) or upon the acceleration of the maturity of the Loans, as applicable, as specified in Section 3.7(f) and (g) (it being understood that the foregoing shall in no way affect the obligation of any Company is a constituent partyto obtain the consent of the Majority Lenders to effect any Disposition not permitted by this Agreement); orand (iii) any salepending reinvestment in accordance with clause (i) above or the making of a Disposition Event Offer, conveyancethe Relevant Borrower shall either (A) temporarily prepay Revolving Loans under the U.S. Revolving Facility and/or the Canadian Revolving Facility, leaseas applicable, in accordance with Section 3.6 in an amount equal to such Net Available Proceeds or other disposal (B) deposit such Net Available Proceeds in the relevant Collateral Account of all or substantially all such Borrower, to be released therefrom in connection with such reinvestment (unless the properties and assets maturity of the Company to any other Person; Loans shall have been accelerated) or otherwise applied in each caseaccordance with the terms of the Canadian Security Agreement or U.S. Security Agreement, as a result of which all or substantially all of the holders of Common Stock shall be entitled to receive cash, securities and/or other property for their shares of Common Stock, then, as a condition precedent to such Disposition Event, proper and adequate provision shall be made so that, upon the basis and terms and in the manner provided in this Warrant, the Holder shall be entitled upon the exercise of this Warrant at any time after the consummation of such Disposition Event, to the extent this Warrant is not exercised in full prior to such Disposition Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation of such Disposition Event, in lieu of the Common Stock otherwise issuable upon such exercise of this Warrant prior to such Disposition Event, the kind and amount of cash, securities and/or other property to which such Holder would have been entitled upon the consummation of such Disposition Event if such Holder had exercised this Warrant immediately prior theretoapplicable. In determining the kind and amount of cash, securities and/or other property receivable upon exercise of this Warrant following the consummation of such Disposition Event, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Disposition Event, then the Holder Each Lender shall have the right to make a similar election upon exercise of this Warrant with respect accept or decline the Disposition Event Offer by providing written notice to the kind and amount Canadian Borrower (on behalf of cash, securities and/or other property which all the Holder will receive upon exercise Borrowers) within ten (10) Business Days of this Warrantreceipt of the Disposition Event Offer. The Company may not cause, or agree to cause or permit to occur, a Disposition Event, unless the issuer failure of any securities or other property into which this Warrant thereafter becomes exercisable Lender to notify the Canadian Borrower of its acceptance within such ten (if other than the Company10) agrees, for the express benefit Business Days shall be deemed to be a rejection of the holders of record of this Warrant (including making them beneficiaries of such agreement), to issue such securities or other property and to otherwise assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunderDisposition Event Offer. To the extent that equity securities are received by the holders of Common Stock in connection with a Disposition Event, the any portion of this Warrant that will be exercisable into such equity securities will continue to be Disposition Proceeds subject to the adjustments set forth in Disposition Event Offer are declined by the Relevant Lenders, the Relevant Borrower may use such portion of the Disposition Proceeds for any purpose not otherwise prohibited by this Section 3. The provisions of this Section 3(d) shall similarly apply to successive Disposition Events. If this Section 3(d) applies to any event or occurrence, neither Section 3(a) nor Section 3(e) shall apply; provided, however, that this Section 3(d) shall not apply to any subdivision or combination of shares of Common Stock to which Section 3(a) is applicableAgreement.

Disposition Events. If Within two (2) Business Days after any date on which Disposition Proceeds exceed Cdn$5.0 million, the Canadian Borrower shall give written notice to the Administrative Agent thereof (a ''Disposition Event Offer''), which shall contain and constitute an offer by and on behalf of the following events Relevant Borrowers to prepay the New Term Facility as specified in Sections 3.7(e) and (any f) in an aggregate principal amount equal to the entire amount of such event, Disposition Proceeds on a “date specified in the Disposition Event”) occurs:Event Offer that is not less than five Business Days and not more than ten Business Days after the date of the Disposition Event Offer. For purposes of this Section 3.8(a): (i) Disposition Proceeds shall not include Net Available Proceeds from a Disposition Event to the extent that (A) no Default or Event of Default then exists or would arise therefrom, and (B) the Canadian Borrower has delivered an Officer's Certificate to the Administrative Agent on or prior to such date stating that such Net Available Proceeds shall be reinvested in assets used or usable in the business of (x) if such Disposition Event was effected by any reclassification Obligor, any Company (but if such Company is not an Obligor, such reinvestment must constitute a Permitted Investment) and (y) if such Disposition Event was effected by any other Company, any Company (other than as described Holdco or a Receivables Co.), in Section 3(a)) or exchange each case within one year following the date of such Disposition Event (which certificate shall set forth the estimates of the Common Stockproceeds to be so expended); (ii) if all or any mergerportion of Net Available Proceeds permitted to be applied to reinvestment pursuant to clause (i) above are not so used within the period beginning on the date such Net Available Proceeds are received and ending on the first anniversary of such date, consolidation then such remaining portion shall be deemed Disposition Proceeds received on the last day of such period (or other combination such earlier date as the relevant Company determines not to which reinvest any portion thereof) or upon the acceleration of the maturity of the Loans, as applicable, as specified in Section 3.7(e) and (f) (it being understood that the foregoing shall in no way affect the obligation of any Company is a constituent partyto obtain the consent of the Majority Lenders to effect any Disposition not permitted by this Agreement); orand (iii) any salepending reinvestment in accordance with clause (i) above or the making of a Disposition Event Offer, conveyance, lease, or other disposal of all or substantially all the properties and assets of Relevant Borrower shall either (A) temporarily prepay Revolving Loans under the Company to any other Person; in each caseU.S. Revolving Facility and/or the Canadian Revolving Facility, as a result of which all or substantially all of the holders of Common Stock shall be entitled to receive cashapplicable, securities and/or other property for their shares of Common Stock, then, as a condition precedent in accordance with Section 3.6 in an amount equal to such Disposition Event, proper and adequate provision shall be made so that, upon the basis and terms and Net Available Proceeds or (B) deposit such Net Available Proceeds in the manner provided in this Warrant, the Holder shall be entitled upon the exercise of this Warrant at any time after the consummation relevant Collateral Account of such Disposition EventBorrower, to the extent this Warrant is not exercised in full prior to such Disposition Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation of such Disposition Event, in lieu of the Common Stock otherwise issuable upon such exercise of this Warrant prior to such Disposition Event, the kind and amount of cash, securities and/or other property to which such Holder would have been entitled upon the consummation of such Disposition Event if such Holder had exercised this Warrant immediately prior thereto. In determining the kind and amount of cash, securities and/or other property receivable upon exercise of this Warrant following the consummation of such Disposition Event, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Disposition Event, then the Holder shall have the right to make a similar election upon exercise of this Warrant with respect to the kind and amount of cash, securities and/or other property which the Holder will receive upon exercise of this Warrant. The Company may not cause, or agree to cause or permit to occur, a Disposition Event, unless the issuer of any securities or other property into which this Warrant thereafter becomes exercisable (if other than the Company) agrees, for the express benefit of the holders of record of this Warrant (including making them beneficiaries of such agreement), to issue such securities or other property and to otherwise assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder. To the extent that equity securities are received by the holders of Common Stock released therefrom in connection with a Disposition Eventsuch reinvestment (unless the maturity of the Loans shall have been accelerated) or otherwise applied in accordance with the terms of the Canadian Security Agreement or U.S. Security Agreement, the portion of this Warrant that will be exercisable into such equity securities will continue to be subject to the adjustments set forth in this Section 3. The provisions of this Section 3(d) shall similarly apply to successive Disposition Events. If this Section 3(d) applies to any event or occurrence, neither Section 3(a) nor Section 3(e) shall apply; provided, however, that this Section 3(d) shall not apply to any subdivision or combination of shares of Common Stock to which Section 3(a) is as applicable.

Disposition Events. If On or prior to the third Business Day after the date of receipt by any Company of any Net Available Proceeds from any Disposition Event on or after the Amendment and Restatement Date, in an aggregate principal amount equal to 100% of the following events (any such event, a “Disposition Event”) occurs: (i) any reclassification (other than as described in Section 3(a)) or exchange of the Common Stock; (ii) any merger, consolidation or other combination to which the Company is a constituent party; or (iii) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Company to any other Person; in each case, as a result of which all or substantially all of the holders of Common Stock shall be entitled to receive cash, securities and/or other property for their shares of Common Stock, then, as a condition precedent to Net Available Proceeds from such Disposition Event; PROVIDED, proper HOWEVER, that (x) the Net Available Proceeds from any Disposition Event permitted by Section 9.06(g), (h) and adequate provision (p), shall not be made so that, upon the basis required to be applied as provided herein on such date if and terms and in the manner provided in this Warrant, the Holder shall be entitled upon the exercise of this Warrant at any time after the consummation of such Disposition Event, to the extent this Warrant is not exercised in full that (1) no Event of Default then exists or would arise therefrom and (2) Borrower delivers an Officer's Certificate to the Administrative Agent on or prior to such Disposition Event, to receive at date stating that such Net Available Proceeds shall be reinvested in capital assets of Borrower or any Subsidiary in each case within 180 days following the Exercise Price in effect at the time immediately prior to the consummation of such Disposition Event, in lieu of the Common Stock otherwise issuable upon such exercise of this Warrant prior to such Disposition Event, the kind and amount of cash, securities and/or other property to which such Holder would have been entitled upon the consummation date of such Disposition Event (which certificate shall set forth the estimates of the proceeds to be so expended), (y) all such Net Available Proceeds shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, and (z) if all or any portion of such Holder had exercised Net Available Proceeds not so applied as provided herein is not so used within such 180 day period, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b), unless prior to such 180th day a Company shall have entered into a binding agreement to so use such Net Available Proceeds, in each case within 180 days after the date of such agreement (and if not so used, the Net Available Proceeds shall be applied as specified in Section 2.10(b)); PROVIDED, HOWEVER, that the Net Available Proceeds from a Disposition Event permitted by Section 9.06(q) need not be applied pursuant to this Warrant immediately prior thereto. In determining the kind and amount of cash, securities and/or other property receivable upon exercise of this Warrant following the consummation Section 2.10(a)(iv) so long as all proceeds of such Disposition EventEvent are applied to consummate the Xxxxxxx Acquisition. Any interest income from Net Available Proceeds held in the Collateral Account shall be for the account of Borrower and, so long as no Default then exists, shall be delivered to Borrower (after deduction of customary administrative fees and expenses, if the holders of Common Stock have the right any) from time to elect the kind or amount of consideration receivable time upon consummation of such Disposition Event, then the Holder shall have the right to make a similar election upon exercise of this Warrant with respect to the kind and amount of cash, securities and/or other property which the Holder will receive upon exercise of this Warrant. The Company may not cause, or agree to cause or permit to occur, a Disposition Event, unless the issuer of any securities or other property into which this Warrant thereafter becomes exercisable (if other than the Company) agrees, for the express benefit of the holders of record of this Warrant (including making them beneficiaries of such agreement), to issue such securities or other property and to otherwise assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed request by the Company and all the obligations and liabilities hereunder. To the extent that equity securities are received by the holders of Common Stock in connection with a Disposition Event, the portion of this Warrant that will be exercisable into such equity securities will continue to be subject to the adjustments set forth in this Section 3. The provisions of this Section 3(d) shall similarly apply to successive Disposition Events. If this Section 3(d) applies to any event or occurrence, neither Section 3(a) nor Section 3(e) shall apply; provided, however, that this Section 3(d) shall not apply to any subdivision or combination of shares of Common Stock to which Section 3(a) is applicableBorrower.

Disposition Events. (A) If any of the following events (any such event, a “Disposition Event”) occurs: (i1) any reclassification (other than as described in Section 3(a)) or exchange of the Common Stock;Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); or (ii2) any merger, consolidation or other combination to which the Company is a constituent party; or (iii) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Company to any other Person; in each case, as a result of which all or substantially all of the holders of Common Stock shall be entitled to receive cash, securities and/or or other property for their shares of Common Stock, thenthe Company or the surviving entity of the merger, as a condition precedent to such consolidation or other combination shall provide that the Series C Preferred Stock converted following the effective date of any Disposition Event, proper and adequate provision shall be made so that, upon the basis and terms and in the manner provided in this Warrant, the Holder shall be entitled upon the exercise of this Warrant at any time after the consummation of such Disposition Event, to the extent this Warrant is not exercised in full prior to such Disposition Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation of such Disposition Event, in lieu of the Common Stock otherwise issuable upon such exercise of this Warrant prior to such Disposition Event, calculated based on the kind and amount of cash, securities and/or or other property to which such Holder would have been entitled (collectively, “Reference Property”) received upon the consummation occurrence of such Disposition Event if such Holder had exercised this Warrant by a holder of Common Stock holding, immediately prior thereto. In determining to the kind and amount transaction, a number of cash, securities and/or other property receivable upon exercise shares of this Warrant following Common Stock equal to the consummation of Conversion Amount immediately prior to such Disposition Event, ; provided that if the Disposition Event provides the holders of Common Stock have with the right to elect the kind or amount receive more than a single type of consideration receivable determined based in part upon consummation any form of such Disposition Eventstockholder election, then the Holder Reference Property shall have be comprised of the right to make a similar election upon exercise weighted average of this Warrant with respect to the kind types and amount amounts of cash, securities and/or other property which consideration received by the Holder will receive upon exercise holders of this Warrantthe Common Stock. The Company may not cause, or agree to cause or permit to occurcause, a Disposition EventEvent to occur, unless the issuer of any securities or other property into which this Warrant thereafter the Series C Preferred Stock becomes exercisable (if other than the Company) convertible agrees, for the express benefit of the holders of record of this Warrant Series C Preferred Stock (including making them beneficiaries of such agreement), to issue such securities or other property and to otherwise assume the due and punctual observance and performance of each and every covenant and condition property. (B) The above provisions of this Warrant SECTION 5(f)(v) shall similarly apply to be performed and observed by the Company and all the obligations and liabilities hereundersuccessive Disposition Events. If this SECTION 5(f)(v) applies to any event or occurrence, neither SECTION 5(f)(i) nor SECTION 5(f)(iii) shall apply; provided, however, that this SECTION 5(f)(v) shall not apply to any stock split or combination to which SECTION 5(f)(i) is applicable or to a liquidation, dissolution or winding up to which SECTION 3 applies. To the extent that equity securities of a company are received by the holders of Common Stock of the Company in connection with a Disposition Event, the portion of this Warrant that the Series C Preferred Stock which will be exercisable convertible into such equity securities will continue to be subject to the anti-dilution adjustments set forth in this Section 3. The provisions of this Section 3(d) shall similarly apply to successive Disposition Events. If this Section 3(d) applies to any event or occurrence, neither Section 3(a) nor Section 3(e) shall apply; provided, however, that this Section 3(d) shall not apply to any subdivision or combination of shares of Common Stock to which Section 3(a) is applicableSECTION 5(f).