Common use of Other Corporate Events Clause in Contracts

Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of Common Shares are entitled to receive securities or other assets with respect to or in exchange for Common Shares (a "Corporate Event"), the Company and the Shareholder shall make appropriate provision to insure that such Holder will thereafter have the right to receive upon an exchange of any Note or Warrant, at such Holder's option, (i) in addition to the Common Shares receivable upon such exchange, such securities or other assets to which such Holder would have been entitled with respect to such Common Shares had such Common Shares been held by such Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility, exercisability or exchange of any Note or Warrant) or (ii) in lieu of the Common Shares otherwise receivable upon such exchange, such securities or other assets received by such holders of Common Shares in connection with the consummation of such Corporate Event in such amounts as such Holder would have been entitled to receive had this Agreement initially included exchange rights for the form of such consideration (as opposed to Common Shares) at a conversion rate for such consideration commensurate with the Note Exchange Rate, the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or Warrants. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of the Registrable Securities. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion, exercise, exchange or redemption of any Note or Warrant.

Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of Common Ordinary Shares are entitled to receive securities or other assets with respect to or in exchange for Common Ordinary Shares (a "“Corporate Event"”), the Company and the Shareholder shall make appropriate provision to insure ensure that such the Holder will thereafter have the right to receive upon an exchange a conversion of any Note or Warrantthis Debenture, at such the Holder's option, (i) in addition to the Common Ordinary Shares receivable upon such exchangeconversion, such securities or other assets to which such the Holder would have been entitled with respect to such Common Ordinary Shares had such Common Ordinary Shares been held by such the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility, exercisability or exchange convertibility of any Note or Warrantthis Debenture) or (ii) in lieu of the Common Ordinary Shares otherwise receivable upon such exchangeconversion, such securities or other assets received by such the holders of Common Ordinary Shares in connection with the consummation of such Corporate Event in such amounts as such the Holder would have been entitled to receive had this Agreement Debenture initially included exchange been issued with conversion rights for the form of such consideration (as opposed to Common Ordinary Shares) at a conversion rate for such consideration commensurate with the Note Exchange Conversion Rate, the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or Warrants. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of the Registrable SecuritiesHolder. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion, exercise, exchange conversion or redemption of any Note or Warrantthis Debenture. Notwithstanding the foregoing, the Company shall have the right to pay in cash the Principal amount of this Debenture, together with interest and other amounts owing in respect thereof, immediately prior to the consummation of the Fundamental Transaction in accordance with the early redemption provisions set forth in Section 2(b).

Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Shares Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Shares Stock (a "“Corporate Event")”) that is not a Change of Control Event, the Company and the Shareholder shall make appropriate provision to insure ensure that such the Holder will thereafter have the right to receive upon an exchange a conversion of any Note or Warrantthis Debenture, at such Holder's optionas determined by the Company in its reasonable discretion, (i) in addition to the shares of Common Shares Stock receivable upon such exchangeconversion, such securities or other assets to which such the Holder would have been entitled with respect to such shares of Common Shares Stock had such shares of Common Shares Stock been held by such the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility, exercisability or exchange convertibility of any Note or Warrantthis Debenture) or (ii) in lieu of the shares of Common Shares Stock otherwise receivable upon such exchangeconversion, such securities or other assets received by such the holders of shares of Common Shares Stock in connection with the consummation of such Corporate Event in such amounts as such the Holder would have been entitled to receive had this Agreement Debenture initially included exchange been issued with conversion rights for the form of such consideration (as opposed to shares of Common SharesStock) at a conversion rate for such consideration commensurate with the Note Exchange Conversion Rate, the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or Warrants. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of Required Holders and the Registrable SecuritiesCompany. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion, exercise, exchange conversion or redemption of any Note or Warrantthis Debenture.

Other Corporate Events. (i) In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction Change pursuant to which holders of Common Shares are entitled to receive securities or other assets with respect to or in exchange for Common Shares (a "Corporate EventCORPORATE EVENT"), the Company and the Shareholder shall make appropriate provision to insure ensure that such Holder the Holder, if it has not elected a Fundamental Change Repurchase, will thereafter have the right to receive Alternate Consideration upon an exchange a conversion of this Note following the Effective Date of such Fundamental Change. (ii) In addition to and not in substitution for any other rights hereunder, should a Corporate Event occur, and should a Holder not elect a Fundamental Change Repurchase and not elect a Fundamental Change Conversion, then the Company shall make appropriate provision to ensure that the Holder will, in respect of a conversion of this Note, have the right to receive Alternate Consideration; provided, however, that this Note will not be convertible into a security other than (x) a "prescribed security" as defined for purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) or Warrant(y) such other security where the right of a Holder to convert the Note into such other security does not cause interest payable on the Note to persons who deal with the Company at arm's length to cease to be exempt from Canadian withholding tax. Should such restriction apply, the Notes will be convertible into securities of the Company that are "prescribed securities" as so defined (the "Substituted Securities") in lieu of the Alternate Consideration, provided that the Substituted Securities into which this Note is convertible will, at the time of such Holder's a conversion, have a fair market value that is equal to the fair market value, at the time of the conversion, of the Alternate Consideration that would have otherwise been received, but for the foregoing restriction, on such a conversion. Notwithstanding the foregoing restriction on conversion into the Alternate Consideration, the Company may, at its option, deliver the Alternate Consideration to a Holder on the conversion of the Notes in lieu of the Substituted Securities. (iiii) In this Section 6, "ALTERNATE CONSIDERATION" means (A) in the event that the Common Shares remain outstanding after such Corporate Event, any securities or others assets to which the Holder would have been entitled (in addition to the Common Shares receivable upon on such exchange, such securities or other assets to which such Holder would have been entitled conversion) with respect to such the number of Common Shares issuable upon conversion at the Conversion Rate in effect at the time of such conversion had such Common Shares been held by such the Holder upon the consummation of such the Corporate Event (without taking into account any limitations or restrictions on the convertibilityconvertibility of this Note) and (B) in the event that the Common Shares are no longer outstanding after any such Corporate Event, exercisability or exchange of any Note or Warrant) or (ii) in lieu of the Common Shares otherwise receivable upon such exchangeconversion, such securities or other assets received by such the holders of Common Shares in connection with the consummation of such Corporate Event as if the consideration attributable to one Common Share in such amounts as such Holder would have been entitled to receive had this Agreement initially included exchange rights for the form of such consideration (as opposed to Common Shares) at a conversion rate for such consideration commensurate connection with the Note Exchange Rate, consummation of the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or Warrants. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of the Registrable Securities. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion, exercise, exchange or redemption of any Note or Warrantwere one Common Share.

Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of Common Shares are entitled to receive securities or other assets with respect to or in exchange for Common Shares (a "“Corporate Event"”), the Company and the Shareholder shall make appropriate provision to insure ensure that such the Holder will thereafter have the right to receive upon an exchange a conversion of any Note or Warrantthis Note, at such the Holder's ’s option, (i) in addition to the Common Shares receivable upon such exchangeconversion, such securities or other assets to which such the Holder would have been entitled with respect to such Common Shares had such Common Shares been held by such the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility, exercisability or exchange convertibility of any Note or Warrantthis Note) or (ii) in lieu of the Common Shares otherwise receivable upon such exchangeconversion, such securities or other assets received by such the holders of Common Shares in connection with the consummation of such Corporate Event in such amounts as such the Holder would have been entitled to receive had this Agreement Note initially included exchange been issued with conversion rights for the form of such consideration (as opposed to Common Shares) at a conversion rate for such consideration commensurate with the Note Exchange Rate, the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or WarrantsConversion Price. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of the Registrable SecuritiesRequired Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion, exercise, exchange conversion or redemption of this Note. Whenever the Conversion Price is adjusted pursuant to Section (3) hereof, the Company shall promptly provide the Holder with a written notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. In case of any (1) merger or consolidation of the Company or any Subsidiary of the Company with or into another Person, or (2) sale by the Company or any Subsidiary of the Company of more than one-half of the assets of the Company in one or a series of related transactions, a Holder shall have the right to (A) exercise any rights under Section (3)(b), (B) convert the aggregate amount of this Note then outstanding into the shares of stock and other securities, cash and property receivable upon or Warrantdeemed to be held by holders of Common Shares following such merger, consolidation or sale, and such Holder shall be entitled upon such event or series of related events to receive such amount of securities, cash and property as the Common Shares into which such aggregate Principal amount of this Note could have been converted immediately prior to such merger, consolidation or sales would have been entitled, or (C) in the case of a merger or consolidation, require the surviving entity to issue to the Holder a convertible Note with a Principal amount equal to the aggregate Principal amount of this Note then held by such Holder, plus all accrued and unpaid interest and other amounts owing thereon, which such newly issued convertible Note shall have terms identical (including with respect to conversion) to the terms of this Note, and shall be entitled to all of the rights and privileges of the Holder of this Note set forth herein and the agreements pursuant to which this Note was issued. In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock or convertible debentures shall be based upon the amount of securities, cash and property that each Common Shares would receive in such transaction and the Conversion Price in effect immediately prior to the effectiveness or closing date for such transaction. The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to receive the securities, cash and property set forth in this Section upon any conversion or redemption following such event. This provision shall similarly apply to successive such events.

Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Shares Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Shares Stock (a "“Corporate Event"”), the Company and the Shareholder shall make appropriate provision to insure that such the Holder will thereafter have the right to receive upon an exchange a conversion of any Note or Warrant, at such Holder's optionthis Convertible Note, (i) in the event that the Class A Common Stock remains outstanding after any such Corporate Event, in addition to the shares of Class A Common Shares Stock receivable upon such exchangeconversion, such securities or other assets to which such the Holder would have been entitled with respect to such shares of Class A Common Shares Stock had such shares of Class A Common Shares Stock been held by such the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility, exercisability or exchange convertibility of any Note or Warrantthis Convertible Note) or (ii) in the event that the Class A Common Stock is no longer outstanding after any such Corporate Event, in lieu of the shares of Class A Common Shares Stock otherwise receivable upon such exchangeconversion, such securities or other assets received by such the holders of shares of Common Shares Stock in connection with the consummation of such Corporate Event in such amounts as such the Holder would have been entitled to receive had this Agreement Convertible Note initially included exchange been issued with conversion rights for the form of such consideration (as opposed to shares of Class A Common SharesStock) at a conversion rate for such consideration commensurate with the Note Exchange Conversion Rate, the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or Warrants. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of the Registrable SecuritiesRequired Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion, exercise, exchange conversion or redemption of this Convertible Note. Notwithstanding this Section (6)(b), in no event shall the Company be obligated to distribute any Note or WarrantPurchase Rights pursuant to this Section (6)(b) if and to the extent that it has distributed such Purchase Rights to the Holder pursuant to Section (6)(a).

Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Shares Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Shares Stock (a "“Corporate Event"”), the Company and the Shareholder shall make appropriate provision to insure ensure that such each Holder will thereafter have the right to receive upon an exchange of any Note or Warrantright, at such Holder's ’s option, to receive upon a conversion of all the Preferred Shares held by such Holder (i) in addition to the shares of Common Shares Stock receivable upon such exchangeconversion, such securities or other assets (the “Corporate Event Consideration”) to which such Holder would have been entitled with respect to such shares of Common Shares Stock had such shares of Common Shares Stock been held by such Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility, exercisability or exchange convertibility of any Note or Warrantthe Preferred Shares set forth in this Certificate of Designations) or (ii) in lieu of the shares of Common Shares Stock otherwise receivable upon such exchangeconversion, such securities or other assets received by such the holders of shares of Common Shares Stock in connection with the consummation of such Corporate Event in such amounts as such Holder would have been entitled to receive had this Agreement the Preferred Shares held by such Holder initially included exchange been issued with conversion rights for the form of such consideration (as opposed to shares of Common SharesStock) at a conversion rate for such consideration commensurate with the Note Exchange Rate, the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or WarrantsConversion Rate of an Alternate Conversion. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of the Registrable SecuritiesRequired Holders. The provisions of this Section 7 shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion, exercise, exchange conversion or redemption of any Note or Warrantthe Preferred Shares set forth in this Certificate of Designations.

Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Shares Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Shares Stock (a "“Corporate Event"”), the Company and the Shareholder shall make appropriate provision to insure ensure that such each Holder will thereafter have the right to receive upon an exchange of any Note or Warrantright, at such Holder's ’s option, to receive upon a conversion of all the Preferred Shares held by such Holder (i) in addition to the shares of Common Shares Stock receivable upon such exchangeconversion, such securities or other assets (the “Corporate Event Consideration”) to which such Holder would have been entitled with respect to such shares of Common Shares Stock had such shares of Common Shares Stock been held by such Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility, exercisability or exchange convertibility of any Note or Warrantthe Preferred Shares set forth in this Certificate of Designations) or (ii) in lieu of the shares of Common Shares Stock otherwise receivable upon such exchangeconversion, such securities or other assets received by such the holders of shares of Common Shares Stock in connection with the consummation of such Corporate Event in such amounts as such Holder would have been entitled to receive had this Agreement the Preferred Shares held by such Holder initially included exchange been issued with conversion rights for the form of such consideration (as opposed to shares of Common SharesStock) at a conversion rate for such consideration commensurate with the Note Exchange Conversion Rate, the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or Warrants. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of the Registrable SecuritiesRequired Holders. The provisions of this Section 7 shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion, exercise, exchange conversion or redemption of any Note or Warrantthe Preferred Shares set forth in this Certificate of Designations.

Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Shares Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Shares Stock (a "“Corporate Event"”), the Company and the Shareholder shall make appropriate provision to insure that such the Holder will thereafter have the right to receive upon an exchange a conversion of any Note or Warrant, at such Holder's optionthis Note, (i) in the event that the Class A Common Stock remains outstanding after any such Corporate Event, in addition to the shares of Class A Common Shares Stock receivable upon such exchangeconversion, such securities or other assets to which such the Holder would have been entitled with respect to such shares of Class A Common Shares Stock had such shares of Class A Common Shares Stock been held by such the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility, exercisability or exchange convertibility of any Note or Warrantthis Note) or (ii) in the event that the Class A Common Stock is no longer outstanding after any such Corporate Event, in lieu of the shares of Class A Common Shares Stock otherwise receivable upon such exchangeconversion, such securities or other assets received by such the holders of shares of Common Shares Stock in connection with the consummation of such Corporate Event in such amounts as such the Holder would have been entitled to receive had this Agreement Note initially included exchange been issued with conversion rights for the form of such consideration (as opposed to shares of Class A Common SharesStock) at a conversion rate for such consideration commensurate with the Note Exchange Conversion Rate, the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or Warrants. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of the Registrable SecuritiesRequired Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion, exercise, exchange conversion or redemption of this Note. Notwithstanding this Section (6)(b), in no event shall the Company be obligated to distribute any Note or WarrantPurchase Rights pursuant to this Section (6)(b) if and to the extent that it has distributed such Purchase Rights to the Holder pursuant to Section (6)(a).

Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of Common Ordinary Shares or ADSs are entitled to receive securities or other assets with respect to or in exchange for Common Ordinary Shares or ADSs (a "Corporate Event"), the Company and the Shareholder shall make appropriate provision to insure ensure that such the Holder will thereafter have the right to receive upon an exchange a conversion of any Note or Warrantthis Note, at such the Holder's option, (i) in addition to the Common Ordinary Shares or ADSs receivable upon such exchangeconversion, such securities or other assets to which such the Holder would have been entitled with respect to such Common Ordinary Shares or ADSs had such Common Shares shares been held by such the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility, exercisability or exchange convertibility of any Note or Warrantthis Note) or (ii) in lieu of the Common Ordinary Shares or ADSs otherwise receivable upon such exchangeconversion, such securities or other assets received by such the holders of Common Ordinary Shares or ADSs in connection with the consummation of such Corporate Event in such amounts as such the Holder would have been entitled to receive had this Agreement Note initially included exchange been issued with conversion rights for the form of such consideration (as opposed to Common Sharesthe Ordinary Shares or ADSs) at a conversion rate for such consideration commensurate with the Note Exchange Conversion Rate, the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or Warrants. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of the Registrable SecuritiesRequired Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion, exercise, exchange conversion or redemption of any Note or Warrantthis Note.

Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Shares Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Shares Stock (a "“Corporate Event"”), the Company and the Shareholder Corporation shall make appropriate provision to insure that such each Holder will thereafter have the right to receive upon an exchange a conversion of any Note or Warrant, at all the Series B held by such Holder's option, Holder (i) in addition to the shares of Common Shares Stock receivable upon such exchangeconversion, such securities or other assets to which such Holder would have been entitled with respect to such shares of Common Shares Stock had such shares of Common Shares Stock been held by such Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility, exercisability or exchange convertibility of any Note or Warrantthe Series B contained in this Certificate of Designations) or (ii) in lieu of the shares of Common Shares Stock otherwise receivable upon such exchangeconversion, such securities or other assets received by such the holders of shares of Common Shares Stock in connection with the consummation of such Corporate Event in such amounts as such Holder would have been entitled to receive had this Agreement the Series B held by such Holder initially included exchange been issued with conversion rights for the form of such consideration (as opposed to shares of Common SharesStock) at a conversion rate for such consideration commensurate with the Note Exchange Conversion Rate, the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or Warrants. Provision The provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of the Registrable SecuritiesHolder. The provisions of this Section 7 shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversionconversion of the Series B contained in this Certificate of Designations. “Fundamental Transaction” means the occurrence of the Corporation (i) directly or indirectly, exerciseincluding through subsidiaries, Affiliates or otherwise, in one or more related transactions, (A) consolidating or merging with or into (whether or not the Corporation is the surviving corporation) another Person, (B) selling, assigning, transferring, conveying or otherwise disposing of all or substantially all of the properties or assets of the Corporation or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Persons, (C) making, or allowing one or more Persons to make, or allowing the Corporation to be subject to or have its Common Stock be subject to or party to one or more Persons making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Persons making or redemption party to, or Affiliated with any Persons making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Persons making or party to, or Affiliated with any Note Person making or Warrantparty to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 0000 Xxx) of at least 50% of the outstanding shares of Common Stock, (D) consummating a stock or share purchase agreement or other business combination (including a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Persons whereby all such Persons, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Persons making or party to, or Affiliated with any Persons making or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock such that the Persons become collectively the beneficial owners (as defined in Rule 13d-3 under the 0000 Xxx) of at least 50% of the outstanding shares of Common Stock, or (E) reorganize, recapitalize or reclassify its Common Stock.

Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Shares Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Shares Stock (a "Corporate Event"), the Company and the Shareholder shall make appropriate provision to insure ensure that such the Holder will thereafter have the right to receive upon an exchange a conversion of any Note or Warrantthis Debenture, at such the Holder's option, (i) in addition to the shares of Common Shares Stock receivable upon such exchangeconversion, such securities or other assets to which such the Holder would have been entitled with respect to such shares of Common Shares Stock had such shares of Common Shares Stock been held by such the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility, exercisability or exchange convertibility of any Note or Warrantthis Debenture) or (ii) in lieu of the shares of Common Shares Stock otherwise receivable upon such exchangeconversion, such securities or other assets received by such the holders of shares of Common Shares Stock in connection with the consummation of such Corporate Event in such amounts as such the Holder would have been entitled to receive had this Agreement Debenture initially included exchange been issued with conversion rights for the form of such consideration (as opposed to shares of Common SharesStock) at a conversion rate for such consideration commensurate with the Note Exchange Conversion Rate, the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or Warrants. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of the Registrable SecuritiesRequired Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion, exercise, exchange conversion or redemption of any Note or Warrantthis Debenture. Notwithstanding the foregoing, the Company shall have the right to pay in cash the Principal amount of this Debenture, together with interest and other amounts owing in respect thereof, immediately prior to the consummation of the Fundamental Transaction in accordance with the early redemption provisions set forth in Section 1(c).

Other Corporate Events. (i) In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction Change pursuant to which holders of Common Shares are entitled to receive securities or other assets with respect to or in exchange for Common Shares (a "Corporate EventCORPORATE EVENT"), the Company and the Shareholder shall make appropriate provision to insure ensure that such Holder the Holder, if it has not elected a Fundamental Change Repurchase, will thereafter have the right to receive Alternate Consideration upon an exchange a conversion of this Note following the Effective Date of such Fundamental Change. (ii) In addition to and not in substitution for any other rights hereunder, should a Corporate Event occur, and should a Holder not elect a Fundamental Change Repurchase and not elect a Fundamental Change Conversion, then the Company shall make appropriate provision to ensure that the Holder will, in respect of a conversion of this Note, have the right to receive Alternate Consideration; provided, however, that this Note will not be convertible into a security other than (x) a "prescribed security" as defined for purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) or Warrant(y) such other security where the right of a Holder to convert the Note into such other security does not cause interest payable on the Note to persons who deal with the Company at arm's length to cease to be exempt from Canadian withholding tax. Should such restriction apply, the Notes will be convertible into securities of the Company that are "prescribed securities" as so defined (the "Substituted Securities") in lieu of the Alternate Consideration, provided that the Substituted Securities into which this Note is convertible will, at the time of such Holder's a conversion, have a fair market value that is equal to the fair market value, at the time of the conversion, of the Alternate Consideration that would have otherwise been received, but for the foregoing restriction, on such a conversion. Notwithstanding the foregoing restriction on conversion into the Alternate Consideration, the Company may, at its option, deliver the Alternate Consideration to a Holder on the conversion of the Notes in lieu of the Substituted Securities. (iiii) In this Section 6, "ALTERNATE CONSIDERATION" means (A) in the event that the Common Shares remain outstanding after such Corporate Event, any securities or others assets to which the Holder would have been entitled (in addition to the Common Shares receivable upon on such exchange, such securities or other assets to which such Holder would have been entitled conversion) with respect to such the number of Common Shares issuable upon conversion at the Conversion Rate in effect at the time of such conversion had such Common Shares been held by such the Holder upon the consummation of such the Corporate Event (without taking into account any limitations or restrictions on the convertibilityconvertibility of this Note) and (B) in the event that the Common Shares are no longer outstanding after any such Corporate Event, exercisability or exchange of any Note or Warrant) or (ii) in lieu of the Common Shares otherwise receivable upon such exchangeconversion, such securities or other assets received by such the holders of Common Shares in connection with the consummation of such Corporate Event as if the consideration attributable to one Common Share in such amounts as such Holder would have been entitled to receive had this Agreement initially included exchange rights for the form of such consideration (as opposed to Common Shares) at a conversion rate for such consideration commensurate connection with the Note Exchange Rate, consummation of the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or Warrants. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of the Registrable Securities. were one Common Share. (iv) The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion, exercise, exchange conversion or redemption of this Note. Notwithstanding this Section (6)(b), in no event shall the Company be obligated to distribute any Note or WarrantPurchase Rights pursuant to this Section (6)(b) if and to the extent that it has distributed such Purchase Rights to the Holder pursuant to Section (6)(a).

Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction transaction pursuant to which holders of shares of Common Shares Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Shares Stock (a "“Corporate Event"”), the Company and the Shareholder shall make appropriate provision to insure that such the Holder will thereafter have the right to receive upon an exchange a conversion of any Note or Warrantthis Note, at such the Holder's ’s option, (i) in addition to the shares of Common Shares Stock receivable upon such exchangeconversion, such securities or other assets to which such the Holder would have been entitled with respect to such shares of Common Shares Stock had such shares of Common Shares Stock been held by such the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility, exercisability or exchange convertibility of any Note or Warrantthis Note) or (ii) in lieu of the shares of Common Shares Stock otherwise receivable upon such exchangeconversion, such securities or other assets received by such the holders of shares of Common Shares Stock in connection with the consummation of such Corporate Event in such amounts as such the Holder would have been entitled to receive had this Agreement Note initially included exchange been issued with conversion rights for the form of such consideration (as opposed to shares of Common SharesStock) at a conversion rate for such consideration commensurate with the Note Exchange Conversion Rate, the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or Warrants. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of the Registrable SecuritiesHolder. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion, exercise, exchange conversion or redemption of any Note or Warrantthis Note. Whenever the Conversion Price is adjusted pursuant to Section 5 hereof, the Company shall promptly mail to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of Common Ordinary Shares or ADSs are entitled to receive securities or other assets with respect to or in exchange for Common Ordinary Shares or ADSs (a "Corporate Event"), the Company and the Shareholder shall make appropriate provision to insure ensure that such the Holder will thereafter have the right to receive upon an exchange a conversion of any Note or Warrantthis Note, at such the Holder's option, (i) in addition to the Common Ordinary Shares or ADSs receivable upon such exchangeconversion, such securities or other assets to which such the Holder would have been entitled with respect to such Common Ordinary Shares or ADSs had such Common Shares shares been held by such the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility, exercisability or exchange convertibility of any Note or Warrantthis Note) or (ii) in lieu of the Common Ordinary Shares or ADSs otherwise receivable upon such exchangeconversion, such securities or other assets received by such the holders of Common Ordinary Shares or ADSs in connection with the consummation of such Corporate Event in such amounts as such the Holder would have been entitled to receive had this Agreement Note initially included exchange been issued with conversion rights for the form of such consideration (as opposed to Common Sharesthe Ordinary Shares or ADSs) at a conversion rate for such consideration commensurate with the Note Exchange Conversion Rate, the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or Warrants. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of the Registrable SecuritiesRequired Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion, exercise, exchange conversion or redemption of any Note or Warrantthis Note. (e) Whenever the Conversion Price is adjusted pursuant to Section (5) hereof, the Company shall promptly mail to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

Other Corporate Events. In addition to and not in substitution for Without duplication of any other rights hereunderor adjustments under this Indenture, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Shares Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Shares Stock (a "Corporate Event"), the Company and the Shareholder shall make appropriate provision to insure that such Holder the Holders will thereafter have the right to receive upon an exchange a conversion of any Note or Warranttheir Securities, at such Holder's option, (i) in addition to lieu of the shares of Common Shares Stock otherwise receivable upon such exchangeconversion, such securities shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other assets to purchase or subscriptions rights) which such Holder the Holders would have been entitled with respect to such Common Shares had such Common Shares been held by such Holder receive upon the consummation happening of such Corporate Event had the Securities been converted immediately prior to such Corporate Event (without taking into account any restrictions or limitations or restrictions on the convertibility, exercisability or exchange of any Note or Warrant) or (ii) in lieu convertibility of the Common Shares otherwise receivable upon such exchange, such securities or other assets received by such holders of Common Shares in connection with the consummation of such Corporate Event in such amounts as such Holder would have been entitled to receive had this Agreement initially included exchange rights for the form of such consideration (as opposed to Common Shares) at a conversion rate for such consideration commensurate with the Note Exchange Rate, the Warrant Exchange Amount or the Payment Default Amount, as applicable, but only to the extent such Holder has not already received the securities or assets contemplated to be received pursuant to such Corporate Event pursuant to the Notes or Warrants. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the holders of a majority of the Registrable Securities). The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion, exercise, exchange conversion or redemption of the Securities. In the event the Company shall execute a supplemental indenture pursuant to this Section 13.14, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders upon the conversion of their Securities after any Note such reclassification, change, combination, consolidation, merger, sale or Warrantconveyance, any adjustment to be made in respect thereof and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.