Common use of Purchase of Debentures Clause in Contracts

Purchase of Debentures. 4.1 Put Right upon Closing of DenseLight Transaction Upon the closing of the DenseLight Transaction and subject to the provisions and conditions of this Section 4.1, holders of Debentures shall have a right to require the Company to purchase their Debentures. The terms and conditions of such right are set forth below: (a) Following the closing of the DenseLight Transaction and prior to the Maturity Date, each holder of Debentures shall have the right (the "Put Right") to require the Company to purchase, on the last day of each calendar month (or the first Business Day after such date if not a Business Day) (each, a "Put Date"), all or any part of such holder's outstanding Debentures in accordance with the requirements of Applicable Securities Legislation in cash at a price equal to the principal amount thereof (the "Put Price") plus accrued and unpaid interest, if any, on such Debentures up to, but excluding, the Put Date (collectively, the "Total Put Price"), in accordance with and subject to the terms of this Section 4.1. If less than the full principal amount of such Debentures is being put to the Company, such amount must be $1,000 or integral multiples thereof. (b) The Company will, as soon as practicable, and in any event no later than three Business Days after the closing of the DenseLight Transaction, give written notice to the Trustee of the closing of the DenseLight Transaction. The Trustee will, as soon as practicable thereafter, and in any event no later than two Business Days after receiving notice from the Company of the closing of the DenseLight Transaction, provide written notice to the holders of Debentures of the closing of the DenseLight Transaction (the "Put Right Notice"). The Put Right Notice shall be prepared by the Company and shall include (i) a brief description of the DenseLight Transaction; and (ii) details of the Put Right under the terms of this Indenture. (c) To exercise the Put Right, the applicable holder of Debentures must deliver to the Trustee, not less than five Business Days prior to the applicable Put Date (such date, in each calendar month, the "Monthly Put Right Deadline"), written notice of such holder's intent to exercise such right in the form attached hereto as Schedule "E", together with the Debentures with respect to which the Put Right is being exercised, duly endorsed for transfer or, with respect to a Global Debenture, such Depository shall deliver such Global Debenture to the Trustee who shall make notations on the Global Debenture of the principal amount thereof with respect to which the right is being exercised. For greater certainty, any Debentures delivered subsequent to the Monthly Put Right Deadline shall be deemed to have been delivered for purchase by the Company pursuant to the Put Right in the next calendar month. (d) Debentures for which holders have exercised the Put Right shall become due and payable at the Total Put Price on the third Business Day following each Put Date (each, a "Payment Date"), in the same manner and with the same effect as if the Put Date were the date of maturity specified in such Debentures. Notwithstanding anything therein or herein to the contrary, and from and after such Put Date, if the funds necessary to purchase or redeem the Debentures shall have been deposited as provided in Section 4.1(h) and affidavits or other proofs satisfactory to the Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the Debentures shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties in interest. (e) The maximum aggregate principal amount of Debentures that may be surrendered by holders of Debentures for purchase by the Company pursuant to the Put Right in any calendar month is $1,000,000 (the "Maximum Monthly Put Right Amount"). (f) If the Total Put Price of the Debentures delivered to the Trustee during a calendar month to be purchased by the Company pursuant to the Put Right on the Put Date applicable to such calendar month exceeds the Maximum Monthly Put Right Amount, the Debentures to be purchased or redeemed by the Company from each holder under this Section 4.1 shall be reduced on a pro rata basis (in the minimum amount of $1,000 or multiples of $1,000) such that the Total Put Price to be paid by the Company for such Debentures shall be equal to the Maximum Monthly Put Right Amount. (g) In the event that one or more of such Debentures being purchased in accordance with this Section 4.1 becomes subject to purchase in part only, (i) if such Debentures are not in the form of a Global Debenture, upon surrender of such Debentures for payment of the Total Put Price, the Company shall execute and the Trustee shall certify and deliver without charge to the holder thereof or upon the holder's order, one or more new Debentures for the portion of the principal amount of the Debentures not purchased, or (ii) with respect to a Global Debenture, the Depository shall deliver such Global Debenture to the Trustee who shall make notations on the Global Debenture of the principal amount thereof so purchased. (h) The Company shall, on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to each Payment Date, deposit with the Trustee or any paying agent to the order of the Trustee, such funds as may be sufficient to pay the Maximum Monthly Put Right Amount or such lesser principal amount of Debentures as have been delivered to the Trustee for purchase by the Company prior to the applicable Monthly Put Right Deadline. The Company shall satisfy this requirement by providing the Trustee or paying agent with an electronic funds transfer for such amounts required under this Section 4.1. To the extent requested by the Trustee, the Company shall also deposit with the Trustee funds sufficient to pay any charges or expenses which may be reasonably incurred by the Trustee in connection with such purchase and/or redemption, as the case may be. From the sums so deposited, the Trustee shall pay or cause to be paid to the holders of such Debentures, the Total Put Price to which they are entitled on the Company's purchase or redemption. The Trustee shall not be responsible for calculating the amount owing but shall be entitled to rely on the Written Direction of the Company specifying the payments to be made. (i) Subject to the provisions above related to Debentures purchased in part, all Debentures redeemed and paid under this Section 4.1 shall forthwith be delivered to the Trustee and cancelled and no Debentures shall be issued in substitution therefor. (j) The Company will comply with all Applicable Securities Legislation in the event that the Company is required to repurchase Debentures pursuant to this Section 4.1. 4.2 Purchase of Debentures by the Company (a) Subject to regulatory approval, unless otherwise specifically provided with respect to a particular series of Debentures, the Company may, if it is not at the time in default hereunder and provided that no Event of Default has occurred and is continuing, at any time and from time to time, purchase Debentures in the market (which shall include purchases from or through an investment dealer or a firm holding membership on a recognized stock exchange) or by tender or by contract, at any price. All Debentures so purchased will be delivered to the Trustee and shall be cancelled and no Debentures shall be issued in substitution therefor. (b) If, upon an invitation for tenders, more Debentures are tendered at the same lowest price than the Company is prepared to accept, the Debentures to be purchased by the Company shall be selected by the Trustee on a pro rata basis from the Debentures tendered by each tendering Debentureholder who tendered at such lowest price. For this purpose the Trustee may make, and from time to time amend, regulations with respect to the manner in which Debentures may be so selected, and regulations so made shall be valid and binding upon all Debentureholders, notwithstanding the fact that as a result thereof one or more of such Debentures become subject to purchase in part only. The holder of a Debenture of which a part only is purchased, upon surrender of such Debenture for payment, shall be entitled to receive, without expense to such holder, one or more new Debentures for the unpurchased part so surrendered, and the Trustee shall Authenticate and deliver such new Debenture or Debentures upon receipt of the Debenture so surrendered or, with respect to an Uncertificated Debenture, the Depository shall electronically deposit the unpurchased part so surrendered.