Common use of Optional Redemption; Tax Redemption Clause in Contracts

Optional Redemption; Tax Redemption. On or after July 5, 2027, the Company shall have the right to redeem all or part of the Securities at a Redemption Price payable in cash, but only if the Closing Sale Price of the Common Shares for 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the Trading Day prior to the date the Company provides the Notice of Redemption to Holders exceeds 130% of the Conversion Price in effect on each such Trading Day. The Redemption Price will equal the sum payable in cash of (1) 100% of the principal amount of the Securities to be redeemed and (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Company shall have the right, at the Company’s option, to redeem the Securities, in whole but not in part, at a the Redemption Price payable in cash equal to the sum of (1) 100% of the principal amount of the Securities to be redeemed plus (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring from June 6, 2024 onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring from June 6, 2024 onwards in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an Opinion of Counsel from Canadian legal counsel specializing in taxation and an Officer’s Certificate attesting to such change and obligation to pay Additional Amounts. Upon receiving such Notice of Redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Section 3.08 of the Indenture can elect to (i) convert its Securities pursuant to Article X of the Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the Securities after such Redemption Date. All future cash payments on the Securities will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article X of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Notice of Redemption, a Notice of Election upon Tax Redemption form (the “Notice of Election”) on the back of this Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may convert the Securities only until the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in the payment of the Redemption Price.

Optional Redemption; Tax Redemption. On or after July 5March 6, 20272021, the Company shall have the right to redeem all or part of the Securities at a Redemption Price payable in cash, but only if the Closing Sale Price of the Common Shares for 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the Trading Day prior to the date the Company provides the Notice of Redemption to Holders exceeds 130% of the Conversion Price in effect on each such Trading Day. The Redemption Price will equal the sum payable in cash of (1) 100% of the principal amount of the Securities to be redeemed and (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Company shall have the right, at the Company’s option, to redeem the Securities, in whole but not in part, at a the Redemption Price payable in cash equal to the sum of (1) 100% of the principal amount of the Securities to be redeemed plus (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring from June 6January 24, 2024 2018 onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring from June 6January 24, 2024 2018 onwards in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an Opinion of Counsel from Canadian legal counsel specializing in taxation and an Officer’s Certificate attesting to such change and obligation to pay Additional Amounts. Upon receiving such Notice of Redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Section 3.08 of the Indenture can elect to (i) convert its Securities pursuant to Article X of the Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the Securities after such Redemption Date. All future cash payments on the Securities will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article X of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Notice of Redemption, a Notice of Election upon Tax Redemption form (the “Notice of Election”) on the back of this Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. If the Arrangement is not consummated for any reason by May 30, 2018, or if the Arrangement Agreement is terminated for any reason (other than by consummation of the Arrangement), the Company may redeem (an “M&A Redemption”) all, but not less than all, of the outstanding Securities on a Redemption Date to occur on or prior to November 30, 2018, at a redemption price for each $1,000 principal amount of Securities equal to the sum payable in cash of (1) $1,010, (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date and (3) 75% of the excess, if any, of the M&A Redemption Conversion Value over the Initial Conversion Value. Following November 30, 2018, the Securities shall be redeemable at the Company’s option only in accordance with the immediately preceding two paragraphs. A Holder may convert the Securities only until the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in the payment of the Redemption Price.

Optional Redemption; Tax Redemption. On or after July 51, 20272018 and before July 1, 2019, the Company shall have the right to redeem all or part of the Securities at a Redemption Price payable in cash, but only if the Closing Sale Price price of the Common Shares for 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the Trading Day prior to the date the Company provides the Notice of Redemption to Holders exceeds 130% of the Conversion Price in effect on each such Trading Day. The Redemption Price will equal the sum payable in cash of (1) 100110.3125% of the principal amount of the Securities to be redeemed and (2) redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date; (ii) on or after July 1, 2019 and before July 1, 2020, the Company shall have the right to redeem all or part of the outstanding Securities at a price of 105.15625% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date; or (iii) on or after July 1, 2020, until the Maturity Date, the Company shall have the right to redeem all or part of the outstanding Securities at a price of 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (each of (i), (ii) and (iii), a “Redemption Price”). The Company shall have the right, at the Company’s option, to redeem the Securities, in whole but not in part, at a the redemption price (a “Redemption Price Price”) payable in cash equal to the sum of (1) 100% of the principal amount of the Securities to be redeemed plus (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring from June 627, 2024 2017 onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring from June 627, 2024 2017 onwards in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an Opinion of Counsel from Canadian legal counsel specializing in taxation and an Officer’s Certificate attesting to such change and obligation to pay Additional Amounts. Upon receiving such Notice notice of Redemptionredemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Section 3.08 of the Indenture can elect to (i) convert its Securities pursuant to Article X XI of the Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the Securities after such Redemption Date. All future cash payments on the Securities will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article X XI of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying AgentTrustee), or to a Paying Agent Trustee designated by the Company for such purpose in the Notice notice of Redemptionredemption, a Notice of Election upon Tax Redemption form (the “Notice of Election”) on the back of this Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent Trustee no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may convert the Securities only until the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in the payment of the Redemption Price.

Optional Redemption; Tax Redemption. On or after July 51, 20272018 and before July 1, 2019, the Company shall have the right to redeem all or part of the Securities at a Redemption Price payable in cash, but only if the Closing Sale Price price of the Common Shares for 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the Trading Day prior to the date the Company provides the Notice of Redemption to Holders exceeds 130% of the Conversion Price in effect on each such Trading Day. The Redemption Price will equal the sum payable in cash of (1) 100110.3125% of the principal amount of the Securities to be redeemed and (2) redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The ; (ii) on or after July 1, 2019 and before July 1, 2020, the Company shall have the right, at the Company’s option, right to redeem all or part of the outstanding Securities at a price of 105.15625% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date; or (iii) on or after July 1, 2020, until the Maturity Date, the Company shall have the right to redeem all or part of the outstanding Securities at a price of 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (each of (i), (ii) and (iii), a‎“Redemption Price”). The‎Company‎shall‎have‎the‎right,‎at‎the‎Company’s‎option,‎to‎redeem‎the‎ Securities, in whole but not in part, at a the redemption price (a “Redemption Price Price”) payable in cash equal to the sum of (1) 100% of the principal amount of the Securities to be redeemed plus (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring from June 6, 2024 onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring from June 6, 2024 onwards in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an Opinion of Counsel from Canadian legal counsel specializing in taxation and an Officer’s Certificate attesting to such change and obligation to pay Additional Amounts. Upon receiving such Notice of Redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Section 3.08 of the Indenture can elect to (i) convert its Securities pursuant to Article X of the Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the Securities after such Redemption Date. All future cash payments on the Securities will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article X of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Notice of Redemption, a Notice of Election upon Tax Redemption form (the “Notice of Election”) on the back of this Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may convert the Securities only until the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in the payment of the Redemption Price.plus

Optional Redemption; Tax Redemption. On or after July 5, 2027, the The Company shall have the right right, at the Company’s option, at any time, and from time to time, on a Redemption Date on or after March 5, 2013, to redeem all or any part of the Securities at a Redemption Price payable in cash, but only if the Closing Sale Price of the Common Shares for 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the Trading Day prior to the date the Company provides the Notice of Redemption to Holders exceeds 130% of the Conversion Price in effect on each such Trading Day. The Redemption Price will equal the sum price payable in cash of equal to one hundred percent (1100%) 100% of the principal amount of the Securities to be redeemed and (2) redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Company shall have the right, at the Company’s option, to redeem the Securities, in whole but not in part, at a the Redemption Price price payable in cash equal to the sum of (1) 100% of the principal amount of the Securities to be redeemed Redemption Price plus (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring from June 6February 21, 2024 2008 onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring from June 6February 21, 2024 2008 onwards in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an Opinion of Counsel from Canadian legal counsel specializing in taxation and an Officer’s Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. Upon receiving such Notice notice of Redemptionredemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Section 3.08 of the Indenture can elect to (i) convert its Securities pursuant to Article X of the Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the Securities after such Redemption Date. All future cash payments on the Securities will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article X of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Notice notice of Redemptionredemption, a written Notice of Election upon Tax Redemption form (the “Notice of Election”) on the back of this Security, or any other form of written notice substantially similar to the Notice of Election, in each case, Security duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may convert the Securities only until the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in the payment of the Redemption Price.

Optional Redemption; Tax Redemption. On or after July 51, 20272018 and before July 1, 2019, the Company shall have the right to redeem all or part of the Securities at a Redemption Price payable in cash, but only if the Closing Sale Price price of the Common Shares for 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the Trading Day prior to the date the Company provides the Notice of Redemption to Holders exceeds 130% of the Conversion Price in effect on each such Trading Day. The Redemption Price will equal the sum payable in cash of (1) 100110.3125% of the principal amount of the Securities to be redeemed and (2) redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date; (ii) on or after July 1, 2019 and before July 1, 2020, the Company shall have the right to redeem all or part of the outstanding Securities at a price of 105.15625% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date; or (iii) on or after July 1, 2020, until the Maturity Date, the Company shall have the right to redeem all or part of the outstanding Securities at a price of 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (each of (i), (ii) and (iii), a “Redemption Price”). The Company shall have the right, at the Company’s option, to redeem the Securities, in whole but not in part, at a the redemption price (a “Redemption Price Price”) payable in cash equal to the sum of (1) 100% of the principal amount of the Securities to be redeemed plus (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring from June 627, 2024 2017 onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring from June 627, 2024 2017 onwards in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an Opinion of Counsel from Canadian legal counsel specializing in taxation and an Officer’s Certificate attesting to such change and obligation to pay Additional Amounts. Upon receiving such Notice notice of Redemptionredemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Section 3.08 Error! Reference source not found. of the Indenture can elect to (i) convert its Securities pursuant to Article X Error! Reference source not found. of the Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the Securities after such Redemption Date. All future cash payments on the Securities will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article X Error! Reference source not found. of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying AgentTrustee), or to a Paying Agent Trustee designated by the Company for such purpose in the Notice notice of Redemptionredemption, a Notice of Election upon Tax Redemption form (the “Notice of Election”) on the back of this Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent Trustee no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may convert the Securities only until the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in the payment of the Redemption Price.

Optional Redemption; Tax Redemption. On or after July 5October 20, 20272026, the Company shall have the right to redeem all or part of the Securities at a Redemption Price payable in cash, but only if the Closing Sale Price of the Common Shares for 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the Trading Day prior to the date the Company provides the Notice of Redemption to Holders exceeds 130% of the Conversion Price in effect on each such Trading Day. The Redemption Price will equal the sum payable in cash of (1) 100% of the principal amount of the Securities to be redeemed and (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Company shall have the right, at the Company’s 's option, to redeem the Securities, in whole but not in part, at a the Redemption Price payable in cash equal to the sum of (1) 100% of the principal amount of the Securities to be redeemed plus (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring from June 6September 18, 2024 2023 onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring from June 6September 18, 2024 2023 onwards in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an Opinion of Counsel from Canadian legal counsel specializing in taxation and an Officer’s 's Certificate attesting to such change and obligation to pay Additional Amounts. Upon receiving such Notice of Redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Section 3.08 of the Indenture can elect to (i) convert its Securities pursuant to Article X of the Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the Securities after such Redemption Date. All future cash payments on the Securities will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article X of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Notice of Redemption, a Notice of Election upon Tax Redemption form (the “"Notice of Election”") on the back of this Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may convert the Securities only until the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in the payment of the Redemption Price.

Optional Redemption; Tax Redemption. (a) On or after July 5May 26, 20272024, the Company shall have the right to may redeem (an “Optional Redemption”) for cash all or part any portion of the Securities Notes, at a the Redemption Price payable in cashPrice, but only if (i) the Closing Last Reported Sale Price of the Common Shares for 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the Trading Day prior to the date the Company provides the Notice of Redemption to Holders exceeds Stock has been at least 130% of the Conversion Price then in effect on each such for at least 20 Trading Day. The Days (whether or not consecutive), including the Trading Day immediately preceding the Redemption Price will equal Notice Date, during any 30 consecutive Trading Day period ending on, and including the sum payable in cash of last Trading Day immediately preceding the Redemption Notice Date, and (1ii) 100% either (A) a registration statement covering the resale of the principal amount Common Stock issuable upon conversion of the Securities to be redeemed and Notes (2) accrued and unpaid interest, if any, to, but excluding, including any shares issuable as part of the Redemption Make Whole Amount) is effective and available for use and is expected to remain effective and available for use during the Redemption Period as of the Redemption Notice Date. The Company shall have , or (B) the right, at Common Stock issuable upon conversion of the Notes (including any shares issuable as part of the Redemption Make Whole Amount) are eligible for immediate resale by Holders other than the Company’s optionAffiliates or Holders that were the Company’s Affiliates at any time during the three months immediately preceding. For the avoidance of doubt, the Company shall not be entitled to elect an Optional Redemption prior to May 26, 2024. (b) The Company may redeem the SecuritiesNotes for cash, in whole but not in partpart (except in respect of Holders that elect otherwise as described below), at the Company’s option (a “Tax Redemption”) at the Redemption Price payable in cash equal to the sum of (1) 100% if all of the principal amount of following are satisfied: (i) on the Securities to be redeemed plus (2) accrued and unpaid interest, if any, to, but excludingnext Interest Payment Date, the Redemption Date if the Company has become or would become obligated be required to pay to the Holders more than de minimis Additional Amounts (which are more than a de minimis amount) as a result of: (A) any amendment to, or change in, the laws, tax treaties, or any regulations, protocols or rulings promulgated thereunder of a Relevant Taxing Jurisdiction that is formally announced and becomes effective, in each case, after the Last Original Issue Date (or, if the applicable Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after the Last Original Issue Date, such later date); or (B) any amendment to, or change in, an official interpretation or application regarding such laws, tax treaties, regulations, protocols or rulings, including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in administrative practice that is formally announced and becomes effective, in each case, after the Last Original Issue Date (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Last Original Issue Date, such later date) (any such amendment or change occurring from June 6described in clauses (A) or (B), 2024 onwards a “Change in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring from June 6, 2024 onwards in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority Tax Law”); (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided ii) the Company cannot avoid these obligations any payment obligation specified in clause (i) above by taking reasonable measures available to it the Company (including, without limitation, using reasonable measures to appoint a new or additional Paying Agent in another jurisdiction); and (iii) either (A) a registration statement covering the resale of the Common Stock issuable upon conversion of the Notes is effective and available for use and is expected to remain effective and available for use during the Redemption Period as of the Redemption Notice Date, or (B) the Common Stock issuable upon conversion of the Notes are eligible for immediate resale by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately preceding. (c) Prior to the publication, delivery or mailing of any Redemption Notice pursuant to Section 15.01(b), the Company will deliver to the Trustee (i) an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to so redeem have been satisfied and that it delivers cannot avoid the obligations to the Trustee pay Additional Amounts by taking reasonable measures available to it; and (ii) an Opinion of Counsel from Canadian legal of an independent tax counsel specializing to the effect that the circumstances referred to in taxation and an (b)(i) above exist. The Trustee will accept such Officer’s Certificate attesting to such change and obligation to pay Additional Amounts. Upon receiving such Notice Opinion of Redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Section 3.08 Counsel as sufficient evidence of the Indenture can elect to (i) convert its Securities pursuant to Article X existence of satisfaction of the Indenture or (ii) not have its Securities redeemedconditions precedent as described above, provided that no Additional Amounts in which event it will be payable by the Company on any payment of interest or principal with respect to the Securities after such Redemption Date. All future cash payments conclusive and binding on the Securities will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article X Holders of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Notice of Redemption, a Notice of Election upon Tax Redemption form (the “Notice of Election”) on the back of this Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may convert the Securities only until the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in the payment of the Redemption PriceNotes.