Repurchase of Debentures at Option of the Holder upon a Change of Control. (1) If a Change of Control occurs prior to the Maturity Date, the Corporation shall make an offer to each Holder to:
(a) purchase all or a portion of the Debentures of such Holder for a cash payment equal to the Change of Control Repurchase Price (with respect to the Debentures so converted) (the "Repayment Offer"); or
(b) convert all or a portion of the Debentures of such Holder into such number of Common Shares equal to the Change of Control Repurchase Price (with respect to the Debentures so converted) divided by the Conversion Price (the "Conversion Offer", together with the Repayment Offer, the "Change of Control Offer"), in each case, to occur on the Change of Control Repurchase Date, provided that in the event that a Debentureholder does not accept or exercise the Change of Control Offer in accordance with the terms of this Indenture, the Corporation will have the right, but not the obligation, in its sole discretion, to carry out either the purchase or conversion pursuant to the Change of Control Offer, in its sole discretion, on the Change of Control Repurchase Date.
(2) As promptly as practicable following the date on which the Corporation announces the Change of Control, but in no event less than 30 days prior to the anticipated date of completion of a Change of Control, the Corporation shall mail a written notice of the Change of Control to the Trustee and to each Holder (and to beneficial Holders as required by Applicable Securities Laws) (the "Change of Control Notice"). The Change of Control Notice shall include the form of a Change of Control Repurchase Notice (as defined below) to be completed by the Holder and shall state the Change of Control Offer and the following: (i) the events causing such Change of Control; (ii) the date of such Change of Control; (iii) the last date by which the Change of Control Repurchase Notice must be delivered to elect an option pursuant to this Section 3.3; (iv) the Change of Control Repurchase Date; (v) the Change of Control Repurchase Price; (vi) the Holder’s right to require the Corporation to purchase all or a portion of the Debentures, or to convert all or a portion of the Debentures, pursuant to the Change of Control Offer; (vii) the name and address of the Trustee; (viii) the procedures that the Holder must follow to exercise rights under this Section 3.3; (ix) the procedures that the Holder must follow to withdraw a Change of Control Repurchase Notice; (x) that, unless the Corporation fails to pay su...
