Common use of Reciprocal Changes Clause in Contracts

Reciprocal Changes. (a) So long as any Class C Units are outstanding, Canadian Parent will not: (i) issue or distribute Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares) to holders of all or substantially all outstanding Canadian Parent Common Shares by way of stock dividend or other distribution, including an issue of Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares) to holders of Canadian Parent Common Shares who elect to reinvest the proceeds of any cash dividends they receive for additional Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares) in connection with any dividend reinvestment plan or similar plan; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all outstanding Canadian Parent Common Shares entitling them to subscribe for or to purchase Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares); or (iii) issue or distribute to the holders of all or substantially all outstanding Canadian Parent Common Shares (A) evidences of indebtedness of Canadian Parent or (B) cash or other assets of Canadian Parent, unless, in each case, rights, options, securities, warrants, shares, evidences of indebtedness, amounts of cash or other assets are issued or distributed on an equitably equivalent basis (per Class C Unit) simultaneously to all holders of the Class C Units; provided that, for greater certainty, the above restrictions shall not apply (A) to dividends or distributions on Canadian Parent Common Shares where an equal distribution is made on each Class C Unit in accordance with Section 9.1(a), (B) to any securities issued or distributed by Canadian Parent in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement, or (C) to payments made by the Company pursuant to Section 9.1(c) . Neither the foregoing nor any other provision hereof shall prohibit the Canadian Parent from making distributions to holders of Canadian Parent Common Shares in the form of cash denominated in Canadian dollars or any other currency, and the Company from simultaneously making distributions to holders of Class C Units in the form of (1) cash denominated in U.S. dollars or (2) additional Class C Units, in each case so long as such distributions are otherwise made on an equitably equivalent basis (per Class C Unit) based on the U.S. Dollar Equivalent of the cash distributions made to holders of Canadian Parent Common Shares (per Canadian Parent Common Share), and, as applicable, the Fair Market Value of a Class C Unit. For the avoidance of doubt, in the case of any cash distributions made by Canadian Parent in connection with any dividend reinvestment plan or other similar plan pursuant to which holders of Canadian Parent Common Shares have the right to elect to reinvest the proceeds of such distribution for additional Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares), the distribution to be made on an equitably equivalent basis (per Class C Unit) under this Section 4.6 to the holders of the Class C Units shall be determined, in the case of a cash distribution by the Company, based on the amount of the cash distributions made by Canadian Parent (per Canadian Parent Common Share), or in the case of a Unit distribution by the Company, based on the Fair Market Value of each Canadian Parent Common Share (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares) issuable in consideration of the reinvested proceeds (per Canadian Parent Common Share). (b) So long as any Class C Units are outstanding, Canadian Parent will not: (i) subdivide, redivide or change the then outstanding Canadian Parent Common Shares into a greater number of Canadian Parent Common Shares; or (ii) reduce, combine, consolidate or change the then outstanding Canadian Parent Common Shares into a lesser number of Canadian Parent Common Shares; or (iii) reclassify or otherwise change Canadian Parent Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting Canadian Parent Common Shares (other than an amalgamation, merger, reorganization or other transaction affecting Canadian Parent Common Shares where such Canadian Parent Common Shares are used as consideration in an acquisition by the Company or any Subsidiary of the Company), unless, in each case, the same or an equitably equivalent change shall simultaneously be made to, or in the rights of the holders of, the Class C Units. (c) Canadian Parent and the Managing Member will ensure that the record date for any event referred to in Section 4.6(a) or (b) hereof or if no record date is applicable for such event the effective date for any such event), as well as the payment or effective date thereof, will be the same with respect to both the Class C Units and the Canadian Parent Common Shares, and that such record date or effective date is not less than five Business Days after the date on which such event is declared or announced by Canadian Parent (with contemporaneous notification thereof by Canadian Parent to the Company). (d) The Managing Member with the approval of a majority of the Independent Directors shall determine, in good faith, and if desired by the Managing Member with assistance of such reputable and qualified independent financial advisors and/or other experts as the Managing Member may require, equitable equivalence for the purposes of any event referred to in Section 4.6(a) or (b) hereof, and each such determination shall be conclusive and binding on the Members. In making each such determination, the following factors shall, without excluding other factors determined by the Managing Member to be relevant, be considered by the Managing Member: (i) in the case of any stock dividend or other distribution payable in any Canadian Parent Common Shares, the number of such shares issued in proportion to the number of Canadian Parent Common Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase any Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire any Canadian Parent Common Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price of such Canadian Parent Common Shares; (iii) in the case of the issuance or distribution of any other form of property (including without limitation any rights, options or warrants other than those referred to in Section 4.6(d)(ii) hereof, any evidences of indebtedness of Canadian Parent or any cash or other assets of Canadian Parent), the relationship between the Fair Market Value (as determined by the Managing Member in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Canadian Parent Common Share and the Current Market Price of such Canadian Parent Common Share; and (iv) in the case of any subdivision, redivision or change of the then-outstanding Canadian Parent Common Shares into a greater number of Canadian Parent Common Shares or the reduction, combination, consolidation or change of the then-outstanding Canadian Parent Common Shares into a lesser number of Canadian Parent Common Shares or any amalgamation, merger, reorganization or other transaction affecting Canadian Parent Common Shares, the effect thereof upon the then outstanding Canadian Parent Common Shares (other than an amalgamation, merger, reorganization or other transaction affecting Canadian Parent Common Shares where such Canadian Parent Common Shares are used as consideration in an acquisition by the Company or any Subsidiary of the Company). (e) The Company agrees that, to the extent required, upon due notice from Canadian Parent, the Company will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate distributions are paid or other distributions are made by the Company, or subdivisions, redivisions or changes are made to the Class C Units, in order to implement the required equitable equivalence with respect to distributions on any Canadian Parent Common Shares and Class C Units as provided for in this Section 4.6. (f) The Company shall not effect any subdivision or combination of Units, by reverse split, reclassification, recapitalization or otherwise, other than in accordance with this Section 4.6. (g) No actions in respect of the Class C Units contemplated or permitted pursuant to Section 4.5 or Section 4.6 shall be made without the corresponding action contemplated or permitted pursuant to in Section 4.5 or Section 4.6, as applicable, having been made in respect of Canadian Parent Common Shares. (h) Notwithstanding anything in this Agreement to the contrary, Canadian Parent shall not take any action that would require an equitably equivalent action with respect to Class C Units to be taken pursuant to Section 4.5 or this Section 4.6, if such equitable equivalent action would result in a violation of, or constitute a default under, the Indenture, as determined by the Managing Member in consultation with the Independent Directors, without the approval of the Canadian Parent board of directors.

Reciprocal Changes. (a) So long as any Class C Units are outstanding, Canadian Parent will not: (i) issue or distribute Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares) to holders of all or substantially all outstanding Canadian Parent Common Shares by way of stock dividend or other distribution, including an issue of Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares) to holders of Canadian Parent Common Shares who elect to reinvest the proceeds of any cash dividends they receive for additional Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares) in connection with any dividend reinvestment plan or similar plan; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all outstanding Canadian Parent Common Shares entitling them to subscribe for or to purchase Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares); or (iii) issue or distribute to the holders of all or substantially all outstanding Canadian Parent Common Shares (A) evidences of indebtedness of Canadian Parent or (B) cash or other assets of Canadian Parent, unless, in each case, rights, options, securities, warrants, shares, evidences of indebtedness, amounts of cash or other assets are issued or distributed on an equitably equivalent basis (per Class C Unit) simultaneously to all holders of the Class C Units; provided that, for greater certainty, the above restrictions shall not apply (A) to dividends or distributions on Canadian Parent Common Shares where an equal distribution is made on each Class C Unit in accordance with Section 9.1(a), (B) to any securities issued or distributed by Canadian Parent in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement, or (C) to payments made by the Company to Canadian Parent pursuant to Section 9.1(c) . Neither the foregoing nor any other provision hereof shall prohibit the Canadian Parent from making distributions to holders of Canadian Parent Common Shares in the form of cash denominated in Canadian dollars or any other currency, and the Company from simultaneously making distributions to holders of Class C Units in the form of (1) cash denominated in U.S. dollars or (2) additional Class C Units, in each case so long as such distributions are otherwise made on an equitably equivalent basis (per Class C Unit) based on the U.S. Dollar Equivalent of the cash distributions made to holders of Canadian Parent Common Shares (per Canadian Parent Common Share), and, as applicable, the Fair Market Value of a Class C Unit. For the avoidance of doubt, in the case of any cash distributions made by Canadian Parent in connection with any dividend reinvestment plan or other similar plan pursuant to which holders of Canadian Parent Common Shares have the right to elect to reinvest the proceeds of such distribution for additional Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares), the distribution to be made on an equitably equivalent basis (per Class C Unit) under this Section 4.6 to the holders of the Class C Units shall be determined, in the case of a cash distribution by the Company, based on the amount of the cash distributions made by Canadian Parent (per Canadian Parent Common Share), or in the case of a Unit distribution by the Company, based on the Fair Market Value of each Canadian Parent Common Share (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares) issuable in consideration of the reinvested proceeds (per Canadian Parent Common Share). (b) So long as any Class C Units are outstanding, Canadian Parent will not: (i) subdivide, redivide or change the then outstanding Canadian Parent Common Shares into a greater number of Canadian Parent Common Shares; or or (ii) reduce, combine, consolidate or change the then outstanding Canadian Parent Common Shares into a lesser number of Canadian Parent Common Shares; or (iii) reclassify or otherwise change Canadian Parent Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting Canadian Parent Common Shares (other than an amalgamation, merger, reorganization or other transaction affecting Canadian Parent Common Shares where such Canadian Parent Common Shares are used as consideration in an acquisition by the Company or any Subsidiary of the Company), unless, in each case, the same or an equitably equivalent change shall simultaneously be made to, or in the rights of the holders of, the Class C Units. (c) Canadian Parent and the Managing Member will ensure that the record date for any event referred to in Section 4.6(a) or (b) hereof or if no record date is applicable for such event the effective date for any such event), as well as the payment or effective date thereof, will be the same with respect to both the Class C Units and the Canadian Parent Common Shares, and that such record date or effective date is not less than five Business Days after the date on which such event is declared or announced by Canadian Parent (with contemporaneous notification thereof by Canadian Parent to the Company). (d) The Managing Member with the approval of a majority of the Independent Directors shall determine, in good faith, and if desired by the Managing Member with assistance of such reputable and qualified independent financial advisors and/or other experts as the Managing Member may require, equitable equivalence for the purposes of any event referred to in Section 4.6(a) or (b) hereof, and each such determination shall be conclusive and binding on the Members. In making each such determination, the following factors shall, without excluding other factors determined by the Managing Member to be relevant, be considered by the Managing Member: (i) in the case of any stock dividend or other distribution payable in any Canadian Parent Common Shares, the number of such shares issued in proportion to the number of Canadian Parent Common Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase any Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire any Canadian Parent Common Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price of such Canadian Parent Common Shares; (iii) in the case of the issuance or distribution of any other form of property (including without limitation any rights, options or warrants other than those referred to in Section 4.6(d)(ii) hereof, any evidences of indebtedness of Canadian Parent or any cash or other assets of Canadian Parent), the relationship between the Fair Market Value (as determined by the Managing Member in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Canadian Parent Common Share and the Current Market Price of such Canadian Parent Common Share; and (iv) in the case of any subdivision, redivision or change of the then-outstanding Canadian Parent Common Shares into a greater number of Canadian Parent Common Shares or the reduction, combination, consolidation or change of the then-outstanding Canadian Parent Common Shares into a lesser number of Canadian Parent Common Shares or any amalgamation, merger, reorganization or other transaction affecting Canadian Parent Common Shares, the effect thereof upon the then outstanding Canadian Parent Common Shares (other than an amalgamation, merger, reorganization or other transaction affecting Canadian Parent Common Shares where such Canadian Parent Common Shares are used as consideration in an acquisition by the Company or any Subsidiary of the Company). (e) The Company agrees that, to the extent required, upon due notice from Canadian Parent, the Company will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate distributions are paid or other distributions are made by the Company, or subdivisions, redivisions or changes are made to the Class C Units, in order to implement the required equitable equivalence with respect to distributions on any Canadian Parent Common Shares and Class C Units as provided for in this Section 4.6. (f) The Company shall not effect any subdivision or combination of Units, by reverse split, reclassification, recapitalization or otherwise, other than in accordance with this Section 4.6. (g) No actions in respect of the Class C Units contemplated or permitted pursuant to Section 4.5 or Section 4.6 shall be made without the corresponding action contemplated or permitted pursuant to in Section 4.5 or Section 4.6, as applicable, having been made in respect of Canadian Parent Common Shares. (h) Notwithstanding anything in this Agreement to the contrary, Canadian Parent shall not take any action that would require an equitably equivalent action with respect to Class C Units to be taken pursuant to Section 4.5 or this Section 4.6, if such equitable equivalent action would result in a violation of, or constitute a default under, the Indenture, as determined by the Managing Member in consultation with the Independent Directors, without the approval of the Canadian Parent board of directors.

Reciprocal Changes. (a) So long as any Class C Units are outstanding, Canadian Parent will not: (i) issue or distribute Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares) to holders of all or substantially all outstanding Canadian Parent Common Shares by way of stock dividend or other distribution, including an issue of Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares) to holders of Canadian Parent Common Shares who elect to reinvest the proceeds of any cash dividends they receive for additional Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares) in connection with any dividend reinvestment plan or similar plan; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all outstanding Canadian Parent Common Shares entitling them to subscribe for or to purchase Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares); or (iii) issue or distribute to the holders of all or substantially all outstanding Canadian Parent Common Shares (A) evidences of indebtedness of Canadian Parent or (B) cash or other assets of Canadian Parent, unless, in each case, rights, options, securities, warrants, shares, evidences of indebtedness, amounts of cash or other assets are issued or distributed on an equitably equivalent basis (per Class C Unit) simultaneously to all holders of the Class C Units; provided that, for greater certainty, the above restrictions shall not apply (A) to dividends or distributions on Canadian Parent Common Shares where an equal distribution is made on each Class C Unit in accordance with Section 9.1(a), (B) to any securities issued or distributed by Canadian Parent in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement, or (C) to payments made by the Company pursuant to Section 9.1(c) ). Neither the foregoing nor any other provision hereof shall prohibit the Canadian Parent from making distributions to holders of Canadian Parent Common Shares in the form of cash denominated in Canadian dollars or any other currency, and the Company from simultaneously making distributions to holders of Class C Units in the form of (1) cash denominated in U.S. dollars or (2) additional Class C Units, in each case so long as such distributions are otherwise made on an equitably equivalent basis (per Class C Unit) based on the U.S. Dollar Equivalent of the cash distributions made to holders of Canadian Parent Common Shares (per Canadian Parent Common Share), and, as applicable, the Fair Market Value of a Class C Unit. For the avoidance of doubt, in the case of any cash distributions made by Canadian Parent in connection with any dividend reinvestment plan or other similar plan pursuant to which holders of Canadian Parent Common Shares have the right to elect to reinvest the proceeds of such distribution for additional Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares), the distribution to be made on an equitably equivalent basis (per Class C Unit) under this Section 4.6 to the holders of the Class C Units shall be determined, in the case of a cash distribution by the Company, based on the amount of the cash distributions made by Canadian Parent (per Canadian Parent Common Share), or in the case of a Unit distribution by the Company, based on the Fair Market Value of each Canadian Parent Common Share (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares) issuable in consideration of the reinvested proceeds (per Canadian Parent Common Share). (b) So long as any Class C Units are outstanding, Canadian Parent will not: (i) subdivide, redivide or change the then outstanding Canadian Parent Common Shares into a greater number of Canadian Parent Common Shares; or (ii) reduce, combine, consolidate or change the then outstanding Canadian Parent Common Shares into a lesser number of Canadian Parent Common Shares; or (iii) reclassify or otherwise change Canadian Parent Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting Canadian Parent Common Shares (other than an amalgamation, merger, reorganization or other transaction affecting Canadian Parent Common Shares where such Canadian Parent Common Shares are used as consideration in an acquisition by the Company or any Subsidiary of the Company), unless, in each case, the same or an equitably equivalent change shall simultaneously be made to, or in the rights of the holders of, the Class C Units. (c) Canadian Parent and the Managing Member will ensure that the record date for any event referred to in Section 4.6(a) or (b) hereof or if no record date is applicable for such event the effective date for any such event), as well as the payment or effective date thereof, will be the same with respect to both the Class C Units and the Canadian Parent Common Shares, and that such record date or effective date is not less than five Business Days after the date on which such event is declared or announced by Canadian Parent (with contemporaneous notification thereof by Canadian Parent to the Company). (d) The Managing Member with the approval of a majority of the Independent Directors shall determine, in good faith, and if desired by the Managing Member with assistance of such reputable and qualified independent financial advisors and/or other experts as the Managing Member may require, equitable equivalence for the purposes of any event referred to in Section 4.6(a) or (b) hereof, and each such determination shall be conclusive and binding on the Members. In making each such determination, the following factors shall, without excluding other factors determined by the Managing Member to be relevant, be considered by the Managing Member: (i) in the case of any stock dividend or other distribution payable in any Canadian Parent Common Shares, the number of such shares issued in proportion to the number of Canadian Parent Common Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase any Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire any Canadian Parent Common Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price of such Canadian Parent Common Shares; (iii) in the case of the issuance or distribution of any other form of property (including without limitation any rights, options or warrants other than those referred to in Section 4.6(d)(ii) hereof, any evidences of indebtedness of Canadian Parent or any cash or other assets of Canadian Parent), the relationship between the Fair Market Value (as determined by the Managing Member in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Canadian Parent Common Share and the Current Market Price of such Canadian Parent Common Share; and (iv) in the case of any subdivision, redivision or change of the then-outstanding Canadian Parent Common Shares into a greater number of Canadian Parent Common Shares or the reduction, combination, consolidation or change of the then-outstanding Canadian Parent Common Shares into a lesser number of Canadian Parent Common Shares or any amalgamation, merger, reorganization or other transaction affecting Canadian Parent Common Shares, the effect thereof upon the then outstanding Canadian Parent Common Shares (other than an amalgamation, merger, reorganization or other transaction affecting Canadian Parent Common Shares where such Canadian Parent Common Shares are used as consideration in an acquisition by the Company or any Subsidiary of the Company). (e) The Company agrees that, to the extent required, upon due notice from Canadian Parent, the Company will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate distributions are paid or other distributions are made by the Company, or subdivisions, redivisions or changes are made to the Class C Units, in order to implement the required equitable equivalence with respect to distributions on any Canadian Parent Common Shares and Class C Units as provided for in this Section 4.6. (f) The Company shall not effect any subdivision or combination of Units, by reverse split, reclassification, recapitalization or otherwise, other than in accordance with this Section 4.6. (g) No actions in respect of the Class C Units contemplated or permitted pursuant to Section 4.5 or Section 4.6 shall be made without the corresponding action contemplated or permitted pursuant to in Section 4.5 or Section 4.6, as applicable, having been made in respect of Canadian Parent Common Shares. (h) Notwithstanding anything in this Agreement to the contrary, Canadian Parent shall not take any action that would require an equitably equivalent action with respect to Class C Units to be taken pursuant to Section 4.5 or this Section 4.6, if such equitable equivalent action would result in a violation of, or constitute a default under, the Indenture, as determined by the Managing Member in consultation with the Independent Directors, without the approval of the Canadian Parent board of directors.