Terms of Debentures. (a) The Debentures shall bear interest at the rate of 12% per annum from the Issue Date until December 31, 2019, after which the Debentures shall bear interest at a rate of 10% per annum, in accordance with Section 2.9. (b) Interest shall be payable in equal (with the exception of the first interest payment, which will include interest from and including the Issue Date of the Debentures as set forth below) semi- annual payments, in arrears, on June 30 and December 31 in each year, the first such payment to fall due on December 31, 2019 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. For certainty, the first interest payment will include interest accrued from and including the Issue Date of the Debentures to, but excluding, December 31, 2019, which will be equal to $139.73 for each $1,000 principal amount of Debentures. (c) For certainty, Debentureholders that redeem any Debentures before December 31, 2019 shall forego any accrued interest thereon and be entitled to redeem only the then-outstanding principal amount of the Debentures. (d) Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record dates for the payment of interest on the Debentures will be June 15 and December 15 in each year (or the first Business Day prior to such date if such date is not a Business Day). If the Corporation is required to withhold or deduct any Indemnified Taxes from an amount payable by it in respect of any Debentures, then, notwithstanding any other term of this Indenture (i) the Corporation will pay on behalf of each holder such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder after such withholding or deduction (and after deducting any Indemnified Taxes on such Additional Amounts) will not be less than the amount the holder would have received if such Indemnified Taxes had not been withheld or deducted, (ii) the Corporation shall make such deductions and (iii) the Corporation shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Notwithstanding the foregoing, no Additional Amounts will be payable to a holder (an “Excluded Holder”) in respect of a particular payment made to such holder under or with respect to particular Debentures for Indemnified Taxes: (A) if such holder is subject to such Indemnified Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of such particular Debentures or the receipt of payments thereunder or enforcement of rights thereunder; (B) if such holder waives its right to receive Additional Amounts; (C) if the Corporation does not deal at arm’s length, within the meaning of the Tax Act, with such holder at the time of such particular payment; (D) if the Corporation does not deal at arm’s length, within the meaning of the Tax Act, with another person to whom the Corporation has an obligation to pay an amount in respect of such particular Debentures; (E) if such holder is, or does not deal at arm’s length (within the meaning of the Tax Act) with, a “specified shareholder” of the Corporation for purposes of the thin capitalization rules in the Tax Act and such particular payment is not deductible to the Corporation as interest pursuant to such rules; (F) to the extent the Indemnified Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the holder or other beneficial owner of the Debentures to duly and timely comply with a timely written request of the Corporation to the holder or other beneficial owner, to the extent the holder or other beneficial owner is legally entitled to do so, to provide information, documents, certification or other evidence as may be required by applicable law for exemption from, or reduction in the rate of deduction or withholding of Canadian Taxes; (G) where the holder of the Debenture is a fiduciary, a partnership or not the beneficial owner of any payment on an Debenture, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner owned the Debenture directly (but only if there is no material cost or expense associated with transferring such Debenture to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner); (H) for or on account of any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments under or with respect to the Debenture (other than taxes payable pursuant to Regulation 803 of the Tax Act, or any similar successor provision); or (I) any combination of the foregoing numbered clauses of this proviso. (e) The Debentures will be redeemable in accordance with the terms of this Section 2.3 and Article 4, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. Beginning on the date that is four months and one day following the Issue Date and any time prior to the Maturity Date, provided that the daily VWAP of the Common Shares for 10 consecutive trading days equals or exceeds $0.45, the principal amount of the outstanding Debentures may be mandatorily converted by way of redemption at the option of the Corporation on notice as provided for in Section 4.2 at a Redemption Price equal to the principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date payable by issuing such number of Common Shares as is obtained by dividing the aggregate principal amount by the Conversion Price for the Debentures, with any payment of any accrued but unpaid interest to be paid in cash (subject to Section 5.4(c)) in accordance with Section 2.14. The Redemption Notice for the Debentures shall be substantially in the form of Schedule “B”. When the Corporation determines the actual number of Common Shares to be issued pursuant to the redemption, it will issue a press release on a national newswire disclosing such actual number of Common Shares. (f) The Debentures will not be guaranteed, will be unsecured and will be subordinated and junior in right of payment only to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.9(a), the Debentures will rank pari passu with all other Debentures issued under this Indenture and, except as prescribed by law or as may by its terms rank junior in right of payment to the Debentures, with all other existing unsecured indebtedness of the Corporation to the extent subordinated on the same basis. (g) Upon and subject to the provisions and conditions of Article 6 and Section 3.9, the holder of each Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Debentures; or (ii) if the Debentures are called for redemption by notice to the holders of Debentures in accordance with Sections 2.3(e) and 4.2, on the Business Day immediately preceding the date specified by the Corporation for redemption of the Debentures; (the earlier of which will be a “Time of Expiry” for the purposes of Article 6 in respect of the Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Debentures shall be equal to $0.30 such that approximately 3,333 Common Shares shall be issued for each $1,000 principal amount of Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6. No fractional Common Shares will be issued, any fraction of a Common Share that would otherwise be issued will be rounded down to the nearest whole number and holders will receive a cash payment (subject to Section 5.4(c)) in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Debentures is subject to adjustment pursuant to the provisions of Section 2.3(i) and Section 6.5. Holders converting Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (as modified by Article 6) in respect of the Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date in accordance with Section 6.4(e), subject to Section 2.3(b). Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.3(i) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (h) The Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Certificated Debenture representing Debentures shall be issued in substantially the form set out in Schedule “A”, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Debenture in accordance with Section 2.4, as conclusively evidenced by their execution of a Certificated Debenture representing Debentures. Each Certificated Debenture representing Debentures shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officers’ Certificate. The Certificated Debentures representing Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. (i) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.3(i), the Corporation shall make an offer in writing to holders of Debentures to, at the Debentureholders’ election, either: (i) purchase the Debentures at 100% of the principal amount thereof plus accrued and unpaid interest or (ii) subject to Section 2.3(i)(iii), if the Change of Control results in a Successor Entity, convert all or such portion of the Debentures of such Debentureholders into debentures of the Successor Entity (the “Successor Debentures”) in an aggregate principal amount equal to the Change of Control Conversion Amount. The terms and conditions of such obligation are set forth below: (i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to: (A) purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price per Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”); or (B) convert their Debentures, in whole or in part, and receive Successor Debentures in an aggregate principal amount equal to the Change of Control Conversion Amount. The “Change of Control Conversion Amount” shall be equal to 101% of the aggregate principal amount of the Debentures then outstanding and held by such Debentureholder electing to convert such Debentures into Successor Debentures. The Change of Control Notice for the Debentures shall be substantially in the form of Schedule “D”.
Appears in 1 contract
Samples: Debenture Indenture
Terms of Debentures. (a) The Debentures shall be dated July 6, 2001, shall bear interest (“Interest”) from that date at the rate of 127.0% per annum from the Issue Date until December 31, 2019, after which the Debentures shall bear interest at a rate of 10% per annum, calculated and payable semi-annually in accordance with Section 2.9.
arrears (b) Interest shall be payable in equal (with the exception of the first interest payment, which will include interest from and including the Issue Date of the Debentures as set forth below) semi- annual payments, in arrears, on June 30 and December 31 in each year, the first such payment to fall due on December 31, 2019 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date, payable after as well as before maturity and after as well as before default, default with interest on amounts in default overdue interest at the same said rate) on January 6 and July 6 in each year (each an “Interest Payment Date”), compounded semi-annuallycommencing January 6, 2002 and shall mature on July 6, 2006. For certaintyInterest for the period from July 6, the first interest payment will include interest accrued from and including the Issue Date of the Debentures to2001 to January 6, but excluding, December 31, 2019, which 2002 will be equal to $139.73 35.00 for each $1,000 principal amount of Debentures.
(c) For certainty, Debentureholders that redeem any Debentures before December 31, 2019 shall forego any accrued interest thereon and be entitled to redeem only the then-outstanding principal amount of the Debentures.
(d) Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record dates date for the payment of interest on the Debentures will be June 15 and December 15 in each year (or the first Business Day prior to such date if such date is not a Business Day). If the Corporation is required to withhold or deduct any Indemnified Taxes from an amount payable by it in respect of any Debentures, then, notwithstanding any other term of this Indenture (i) the Corporation will pay on behalf of each holder such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder after such withholding or deduction (and after deducting any Indemnified Taxes on such Additional Amounts) will not be less than the amount the holder would have received if such Indemnified Taxes had not been withheld or deducted, (ii) the Corporation shall make such deductions and (iii) the Corporation shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Notwithstanding the foregoing, no Additional Amounts will be payable to a holder (an “Excluded Holder”) in respect of a particular payment made to such holder under or with respect to particular Debentures for Indemnified Taxes: (A) if such holder is subject to such Indemnified Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of such particular Debentures or the receipt of payments thereunder or enforcement of rights thereunder; (B) if such holder waives its right to receive Additional Amounts; (C) if the Corporation does not deal at arm’s length, within the meaning of the Tax Act, with such holder at the time of such particular payment; (D) if the Corporation does not deal at arm’s length, within the meaning of the Tax Act, with another person to whom the Corporation has an obligation to pay an amount in respect of such particular Debentures; (E) if such holder is, or does not deal at arm’s length (within the meaning of the Tax Act) with, a “specified shareholder” of the Corporation for purposes of the thin capitalization rules in the Tax Act and such particular payment is not deductible to the Corporation as interest pursuant to such rules; (F) to the extent the Indemnified Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the holder or other beneficial owner of the Debentures to duly and timely comply with a timely written request of the Corporation to the holder or other beneficial owner, to the extent the holder or other beneficial owner is legally entitled to do so, to provide information, documents, certification or other evidence as may be required by applicable law for exemption from, or reduction in the rate of deduction or withholding of Canadian Taxes; (G) where the holder of the Debenture is a fiduciary, a partnership or not the beneficial owner of any payment on an Debenture, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner owned the Debenture directly (but only if there is no material cost or expense associated with transferring such Debenture to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner); (H) for or on account of any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments under or with respect to the Debenture (other than taxes payable pursuant to Regulation 803 of the Tax Act, or any similar successor provision); or (I) any combination of the foregoing numbered clauses of this proviso.
(e) The Debentures will be redeemable in accordance with the terms of this Section 2.3 and Article 4, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. Beginning on the date that is four months and one day following the Issue Date and any time prior to the Maturity Date, provided that the daily VWAP of the Common Shares for 10 consecutive trading days equals or exceeds $0.45, the principal amount of the outstanding Debentures may be mandatorily converted by way of redemption at the option of the Corporation on notice as provided for in Section 4.2 at a Redemption Price equal to the principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date payable by issuing such number of Common Shares as is obtained by dividing the aggregate principal amount by the Conversion Price for the Debentures, with any payment of any accrued but unpaid interest to be paid in cash (subject to Section 5.4(c)) in accordance with Section 2.14. The Redemption Notice for the Debentures Interest shall be substantially in the form of Schedule “B”. When the Corporation determines the actual number of Common Shares to be issued pursuant to the redemption, it will issue a press release on a national newswire disclosing such actual number of Common Shares.
(f) The Debentures will not be guaranteed, will be unsecured and will be subordinated and junior in right of payment only to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.9(a), the Debentures will rank pari passu with all other Debentures issued under this Indenture and, except as prescribed by law or as may by its terms rank junior in right of payment to the Debentures, with all other existing unsecured indebtedness of the Corporation to the extent subordinated on the same basis.
(g) Upon and subject to the provisions and conditions of Article 6 and Section 3.9, the holder of each Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the tenth Business Day immediately preceding the Maturity Date of the Debentures; or (ii) if the Debentures are called for redemption by notice to the holders of Debentures in accordance with Sections 2.3(e) and 4.2, on the Business Day immediately preceding the date specified by the Corporation for redemption of the Debentures; (the earlier of which will be a “Time of Expiry” for the purposes of Article 6 in respect of the Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Debentures shall be equal to $0.30 such that approximately 3,333 Common Shares shall be issued for each $1,000 principal amount of Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6. No fractional Common Shares will be issued, any fraction of a Common Share that would otherwise be issued will be rounded down to the nearest whole number and holders will receive a cash payment (subject to Section 5.4(c)) in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Debentures is subject to adjustment pursuant to the provisions of Section 2.3(i) and Section 6.5. Holders converting Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (as modified by Article 6) in respect of the Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date in accordance with Section 6.4(e), subject to Section 2.3(b). Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such relevant Interest Payment Date. A Debenture The Company, at least two Business Days prior to an Interest Payment Date, shall deliver or cause to be delivered by prepaid mail, by courier or by an employee of the Company to registered holders of Debentures, post-dated cheques for interest due thereon (less any tax required by law to be deducted or withheld) payable to the order of the registered holders thereof and negotiable on the Interest Payment Date. The Company may, at its option, cause the amount of such interest to be paid to one or more registered holders thereof by way of electronic transfer of funds, with any such transfer to be made no later than 11:30 a.m. (Toronto time) on the date of such payment. The delivery of such cheques or electronic transfer of funds shall satisfy and discharge the liability for interest on such Debentures to the extent of the sums represented thereby (plus the amount of any tax deducted or withheld as aforesaid) unless, in respect of which a holder has accepted a notice in respect the case of a Change cheque, such cheque shall not be paid on presentation. The Company upon maturity of Control Purchase Offer pursuant the Debentures shall deliver or cause to be delivered by prepaid mail, by courier or by an employee of the Company to the provisions registered holders thereof cheques for such principal amount due, payable to the order of Section 2.3(i) may the registered holders thereof and negotiable on the date of the maturity of the Debentures. The Company may, at its option, cause the amount of any such principal payment to be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture.
(h) The paid to the registered holders of Debentures shall be issued in denominations by way of $1,000 and integral multiples electronic transfer of $1,000. Each Certificated Debenture representing Debentures shall be issued in substantially the form set out in Schedule “A”funds, with such insertionstransfer to be made no later than 11:30 a.m. (Toronto time) on the date of such payment. At its option, omissions, substitutions or other variations as shall be required or permitted by this Indenture, the Company may redeem the Debentures at any time and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Debenture in accordance with Section 2.4, as conclusively evidenced by their execution of a Certificated Debenture representing Debentures. Each Certificated Debenture representing Debentures shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officers’ Certificate. The Certificated Debentures representing Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another.
(i) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.3(i), the Corporation shall make an offer in writing to holders of Debentures to, at the Debentureholders’ election, either: (i) purchase the Debentures at 100% of the principal amount thereof plus accrued and unpaid interest or (ii) subject to Section 2.3(i)(iii), if the Change of Control results in a Successor Entity, convert all or such portion of the Debentures of such Debentureholders into debentures of the Successor Entity (the “Successor Debentures”) in an aggregate principal amount equal to the Change of Control Conversion Amount. The terms and conditions of such obligation are set forth below:
(i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to:
(A) purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price per Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”); or
(B) convert their Debentures, in whole or in part, upon not more than 60 days and receive Successor Debentures not less than 30 days prior notice, at the higher of the Canada Yield Price (as defined below) and par, together in an aggregate principal amount equal each case with accrued and unpaid interest to the Change of Control Conversion Amountdate fixed for redemption. The “Change of Control Conversion Amount” shall be equal to 101% of the aggregate principal amount Less than all of the Debentures then outstanding and held by such Debentureholder electing to convert such Debentures into Successor Debentures. The Change may be redeemed in accordance with Section 4.2 of Control Notice for the Debentures shall be substantially in Indenture. For purposes of the form of Schedule “D”.foregoing redemption provisions, the following terms are defined as follows:
Appears in 1 contract
Terms of Debentures. (a) The Series H Debentures shall bear interest (“Interest”) from the date hereof at the rate of 122.95% per annum from the Issue Date until December 31, 2019, after which the Debentures shall bear interest at a rate of 10% per annum, in accordance with Section 2.9.
(b) Interest shall be calculated and payable in equal semi-annual payments of $14.75 per $1,000 principal amount in arrears (with the exception of the first interest payment, which will include interest from and including the Issue Date of the Debentures as set forth below) semi- annual payments, in arrears, on June 30 and December 31 in each year, the first such payment to fall due on December 31, 2019 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date, payable after as well as before maturity and after as well as before default, default with interest on amounts in default overdue interest at the same said rate) on April 21 and October 21 in each year (each an “Interest Payment Date”), compounded semi-annually. For certaintycommencing April 21, the first interest payment will include interest accrued from 2021 and including the Issue Date of the Debentures toshall mature on October 21, but excluding, December 31, 2019, which will be equal to $139.73 for each $1,000 principal amount of Debentures.
(c) For certainty, Debentureholders that redeem any Debentures before December 31, 2019 shall forego any accrued interest thereon and be entitled to redeem only the then-outstanding principal amount of the Debentures.
(d) Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day2027. The record dates date for the payment of interest on the Debentures will be June 15 and December 15 in each year (or the first Business Day prior to such date if such date is not a Business Day). If the Corporation is required to withhold or deduct any Indemnified Taxes from an amount payable by it in respect of any Debentures, then, notwithstanding any other term of this Indenture (i) the Corporation will pay on behalf of each holder such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder after such withholding or deduction (and after deducting any Indemnified Taxes on such Additional Amounts) will not be less than the amount the holder would have received if such Indemnified Taxes had not been withheld or deducted, (ii) the Corporation shall make such deductions and (iii) the Corporation shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Notwithstanding the foregoing, no Additional Amounts will be payable to a holder (an “Excluded Holder”) in respect of a particular payment made to such holder under or with respect to particular Debentures for Indemnified Taxes: (A) if such holder is subject to such Indemnified Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of such particular Debentures or the receipt of payments thereunder or enforcement of rights thereunder; (B) if such holder waives its right to receive Additional Amounts; (C) if the Corporation does not deal at arm’s length, within the meaning of the Tax Act, with such holder at the time of such particular payment; (D) if the Corporation does not deal at arm’s length, within the meaning of the Tax Act, with another person to whom the Corporation has an obligation to pay an amount in respect of such particular Debentures; (E) if such holder is, or does not deal at arm’s length (within the meaning of the Tax Act) with, a “specified shareholder” of the Corporation for purposes of the thin capitalization rules in the Tax Act and such particular payment is not deductible to the Corporation as interest pursuant to such rules; (F) to the extent the Indemnified Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the holder or other beneficial owner of the Debentures to duly and timely comply with a timely written request of the Corporation to the holder or other beneficial owner, to the extent the holder or other beneficial owner is legally entitled to do so, to provide information, documents, certification or other evidence as may be required by applicable law for exemption from, or reduction in the rate of deduction or withholding of Canadian Taxes; (G) where the holder of the Debenture is a fiduciary, a partnership or not the beneficial owner of any payment on an Debenture, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner owned the Debenture directly (but only if there is no material cost or expense associated with transferring such Debenture to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner); (H) for or on account of any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments under or with respect to the Debenture (other than taxes payable pursuant to Regulation 803 of the Tax Act, or any similar successor provision); or (I) any combination of the foregoing numbered clauses of this proviso.
(e) The Debentures will be redeemable in accordance with the terms of this Section 2.3 and Article 4, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. Beginning on the date that is four months and one day following the Issue Date and any time prior to the Maturity Date, provided that the daily VWAP of the Common Shares for 10 consecutive trading days equals or exceeds $0.45, the principal amount of the outstanding Debentures may be mandatorily converted by way of redemption at the option of the Corporation on notice as provided for in Section 4.2 at a Redemption Price equal to the principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date payable by issuing such number of Common Shares as is obtained by dividing the aggregate principal amount by the Conversion Price for the Debentures, with any payment of any accrued but unpaid interest to be paid in cash (subject to Section 5.4(c)) in accordance with Section 2.14. The Redemption Notice for the Debentures Interest shall be substantially in the form of Schedule “B”. When the Corporation determines the actual number of Common Shares to be issued pursuant to the redemption, it will issue a press release on a national newswire disclosing such actual number of Common Shares.
(f) The Debentures will not be guaranteed, will be unsecured and will be subordinated and junior in right of payment only to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.9(a), the Debentures will rank pari passu with all other Debentures issued under this Indenture and, except as prescribed by law or as may by its terms rank junior in right of payment to the Debentures, with all other existing unsecured indebtedness of the Corporation to the extent subordinated on the same basis.
(g) Upon and subject to the provisions and conditions of Article 6 and Section 3.9, the holder of each Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the tenth Business Day immediately preceding the Maturity Date of the Debentures; or (ii) if the Debentures are called for redemption by notice to the holders of Debentures in accordance with Sections 2.3(e) and 4.2, on the Business Day immediately preceding the date specified by the Corporation for redemption of the Debentures; (the earlier of which will be a “Time of Expiry” for the purposes of Article 6 in respect of the Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Debentures shall be equal to $0.30 such that approximately 3,333 Common Shares shall be issued for each $1,000 principal amount of Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6. No fractional Common Shares will be issued, any fraction of a Common Share that would otherwise be issued will be rounded down to the nearest whole number and holders will receive a cash payment (subject to Section 5.4(c)) in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Debentures is subject to adjustment pursuant to the provisions of Section 2.3(i) and Section 6.5. Holders converting Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (as modified by Article 6) in respect of the Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date in accordance with Section 6.4(e), subject to Section 2.3(b). Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such relevant Interest Payment Date. A Debenture in respect For any interim period, interest to be paid will be computed using the Actual/365 (Canadian Bond) Day-Count Convention as adopted by the Investment Industry Association of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.3(i) may be surrendered for conversion only if such notice is withdrawn in accordance with this IndentureCanada.
(hb) The Company, at least two Business Days prior to an Interest Payment Date, shall deliver or cause to be delivered by prepaid mail, by courier or by an employee of the Company to the registered holders of Series H Debentures, post-dated cheques for Interest due thereon (less any tax required by law to be deducted or withheld) payable to the order of the registered holders thereof and negotiable on the Interest Payment Date. The Company may, at its option but only to the extent the Trustee has the arrangements in place to accommodate such request, cause the amount of such Interest to be paid to one or more registered holders thereof by way of electronic transfer of funds, with any such transfer to be made no later than 11:30 a.m. (Toronto time) on the date of such payment. The delivery of such cheques or electronic transfer of funds shall satisfy and discharge the liability for Interest on such Series H Debentures to the extent of the sums represented thereby (plus the amount of any tax deducted or withheld as aforesaid) unless, in the case of a cheque, such cheque shall not be paid on presentation.
(c) The Company upon maturity of the Series H Debentures shall be issued in denominations pay, by cheque or electronic transfer of $1,000 and integral multiples of $1,000. Each Certificated Debenture representing Debentures shall be issued in substantially funds (to the form set out in Schedule “A”, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Debenture in accordance with Section 2.4, as conclusively evidenced by their execution of a Certificated Debenture representing Debentures. Each Certificated Debenture representing Debentures shall additionally bear such distinguishing letters and numbers as extent the Trustee shall approve. Notwithstanding or any paying agent has the foregoing, an Debenture may be arrangements in place to accommodate such other form or forms as may, from time to time, be, approved by a resolution electronic transfer of the Board of Directors, or as specified in an Officers’ Certificate. The Certificated Debentures representing Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another.
(ifunds) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.3(i)registered holders thereof, the Corporation shall make an offer in writing to holders of Debentures to, at the Debentureholders’ election, either: (i) purchase the Debentures at 100% of the such principal amount thereof plus due, together with accrued and unpaid interest or (ii) subject Interest to Section 2.3(i)(iii)the date of maturity, if payable to the Change of Control results in a Successor Entity, convert all or such portion order of the Debentures registered holders thereof and negotiable on the date of the maturity of the Series H Debentures, against presentation and surrender of the Series H Debentures. The delivery of such Debentureholders into debentures cheques or electronic transfer of funds shall satisfy and discharge the liability for principal on such Series H Debentures to the extent of the Successor Entity sums represented thereby unless, in the case of a cheque, such cheque shall not be paid on presentation.
(the “Successor Debentures”d) in an aggregate principal amount equal The Series H Debentures will, prior to the Change of Control Conversion Amount. The terms and conditions of such obligation are set forth below:
(i) Within 30 days following Par Call Date, be redeemable at the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders option of the Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to:
(A) purchase, on the Change of Control Purchase Date (as defined below), all (or Company at any portion actually tendered to such offer) of the Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price per Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”); or
(B) convert their Debenturestime, in whole or in part, upon not more than 60 days and receive Successor not less than 15 days prior notice, at the higher of the Canada Yield Price and par, together in each case with accrued and unpaid interest to but excluding the date fixed for redemption. On and after the Par Call Date, the Series H Debentures will be redeemable at the option of the Company at any time, in whole or in part, upon not more than 60 days and not less than 15 days prior notice, at par, plus accrued and unpaid interest to but excluding the date fixed for redemption. Except as set out in this Eighth Supplemental Indenture, the Company will give notice of redemption and otherwise carry out the redemption of the Series H Debentures in an aggregate principal amount equal accordance with Article 4 of the Indenture. Less than all of the Series H Debentures may be redeemed in accordance with Section 4.2 of the Indenture.
(e) Any redemption of the Series H Debentures may, at the option of the Company, be made subject to one or more conditions and, in such case, the notice of redemption shall specify, in addition to the Change requirements of Control Conversion Amountthe Indenture, the details and terms of any such event (e.g., a financing, asset disposition or other transaction) upon which such redemption is conditional. The “Change Notwithstanding the terms of Control Conversion Amount” the Indenture, upon the notice of any conditional redemption having been given as outlined in this Section 2.2(e), the Series H Debentures so called for redemption will become due and payable at the redemption price and on the redemption date specified in such notice of redemption only upon the fulfillment or discharge of the conditions stated in such notice of redemption to the satisfaction of the Company, acting reasonably, or the waiver of such conditions by the Company, in whole or in part, anything therein or herein to the contrary notwithstanding. For any notice of redemption that is conditional, in the event that such condition(s) are not satisfied or waived by the Company in its sole discretion on or prior to the redemption date, the redemption shall not be made and the Company shall promptly give notice (but in any event no later than the redemption date), in the manner in which the notice of redemption was given, that such condition was not satisfied or waived and such redemption shall not be made, and the Trustee shall promptly return to the holders thereof any of such Series H Debentures which had been surrendered for payment upon such redemption. For the avoidance of doubt, the Trustee shall have no responsibility for determining whether or not a condition set forth in such notice of redemption is satisfied, and shall be equal entitled to 101% of conclusively rely upon the aggregate principal amount of Company’s determination regarding the Debentures then outstanding and held by such Debentureholder electing to convert such Debentures into Successor Debentures. The Change of Control Notice for the Debentures shall be substantially in the form of Schedule “D”satisfaction or waiver thereof.
Appears in 1 contract
Samples: Trust Indenture (Cameco Corp)
Terms of Debentures. (a) The Debentures shall be dated July 12, 1999, shall bear interest (“Interest”) from that date at the rate of 126.90% per annum from the Issue Date until December 31, 2019, after which the Debentures shall bear interest at a rate of 10% per annum, calculated and payable semi-annually in accordance with Section 2.9.
arrears (b) Interest shall be payable in equal (with the exception of the first interest payment, which will include interest from and including the Issue Date of the Debentures as set forth below) semi- annual payments, in arrears, on June 30 and December 31 in each year, the first such payment to fall due on December 31, 2019 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date, payable after as well as before maturity and after as well as before default, default with interest on amounts in default overdue interest at the same said rate) on January 12 and July 12 in each year (each an “Interest Payment Date”), compounded semi-annuallycommencing January 12, 2000 and shall mature on July 12, 2006. For certaintyInterest for the period from July 12, the first interest payment will include interest accrued from and including the Issue Date of the Debentures to1999 to January 12, but excluding, December 31, 2019, which 2000 will be equal to $139.73 34.50 for each $1,000 principal amount of Debentures.
(c) For certainty, Debentureholders that redeem any Debentures before December 31, 2019 shall forego any accrued interest thereon and be entitled to redeem only the then-outstanding principal amount of the Debentures.
(d) Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record dates date for the payment of interest on the Debentures will be June 15 and December 15 in each year (or the first Business Day prior to such date if such date is not a Business Day). If the Corporation is required to withhold or deduct any Indemnified Taxes from an amount payable by it in respect of any Debentures, then, notwithstanding any other term of this Indenture (i) the Corporation will pay on behalf of each holder such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder after such withholding or deduction (and after deducting any Indemnified Taxes on such Additional Amounts) will not be less than the amount the holder would have received if such Indemnified Taxes had not been withheld or deducted, (ii) the Corporation shall make such deductions and (iii) the Corporation shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Notwithstanding the foregoing, no Additional Amounts will be payable to a holder (an “Excluded Holder”) in respect of a particular payment made to such holder under or with respect to particular Debentures for Indemnified Taxes: (A) if such holder is subject to such Indemnified Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of such particular Debentures or the receipt of payments thereunder or enforcement of rights thereunder; (B) if such holder waives its right to receive Additional Amounts; (C) if the Corporation does not deal at arm’s length, within the meaning of the Tax Act, with such holder at the time of such particular payment; (D) if the Corporation does not deal at arm’s length, within the meaning of the Tax Act, with another person to whom the Corporation has an obligation to pay an amount in respect of such particular Debentures; (E) if such holder is, or does not deal at arm’s length (within the meaning of the Tax Act) with, a “specified shareholder” of the Corporation for purposes of the thin capitalization rules in the Tax Act and such particular payment is not deductible to the Corporation as interest pursuant to such rules; (F) to the extent the Indemnified Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the holder or other beneficial owner of the Debentures to duly and timely comply with a timely written request of the Corporation to the holder or other beneficial owner, to the extent the holder or other beneficial owner is legally entitled to do so, to provide information, documents, certification or other evidence as may be required by applicable law for exemption from, or reduction in the rate of deduction or withholding of Canadian Taxes; (G) where the holder of the Debenture is a fiduciary, a partnership or not the beneficial owner of any payment on an Debenture, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner owned the Debenture directly (but only if there is no material cost or expense associated with transferring such Debenture to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner); (H) for or on account of any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments under or with respect to the Debenture (other than taxes payable pursuant to Regulation 803 of the Tax Act, or any similar successor provision); or (I) any combination of the foregoing numbered clauses of this proviso.
(e) The Debentures will be redeemable in accordance with the terms of this Section 2.3 and Article 4, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. Beginning on the date that is four months and one day following the Issue Date and any time prior to the Maturity Date, provided that the daily VWAP of the Common Shares for 10 consecutive trading days equals or exceeds $0.45, the principal amount of the outstanding Debentures may be mandatorily converted by way of redemption at the option of the Corporation on notice as provided for in Section 4.2 at a Redemption Price equal to the principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date payable by issuing such number of Common Shares as is obtained by dividing the aggregate principal amount by the Conversion Price for the Debentures, with any payment of any accrued but unpaid interest to be paid in cash (subject to Section 5.4(c)) in accordance with Section 2.14. The Redemption Notice for the Debentures Interest shall be substantially in the form of Schedule “B”. When the Corporation determines the actual number of Common Shares to be issued pursuant to the redemption, it will issue a press release on a national newswire disclosing such actual number of Common Shares.
(f) The Debentures will not be guaranteed, will be unsecured and will be subordinated and junior in right of payment only to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.9(a), the Debentures will rank pari passu with all other Debentures issued under this Indenture and, except as prescribed by law or as may by its terms rank junior in right of payment to the Debentures, with all other existing unsecured indebtedness of the Corporation to the extent subordinated on the same basis.
(g) Upon and subject to the provisions and conditions of Article 6 and Section 3.9, the holder of each Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the tenth Business Day immediately preceding the Maturity Date of the Debentures; or (ii) if the Debentures are called for redemption by notice to the holders of Debentures in accordance with Sections 2.3(e) and 4.2, on the Business Day immediately preceding the date specified by the Corporation for redemption of the Debentures; (the earlier of which will be a “Time of Expiry” for the purposes of Article 6 in respect of the Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Debentures shall be equal to $0.30 such that approximately 3,333 Common Shares shall be issued for each $1,000 principal amount of Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6. No fractional Common Shares will be issued, any fraction of a Common Share that would otherwise be issued will be rounded down to the nearest whole number and holders will receive a cash payment (subject to Section 5.4(c)) in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Debentures is subject to adjustment pursuant to the provisions of Section 2.3(i) and Section 6.5. Holders converting Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (as modified by Article 6) in respect of the Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date in accordance with Section 6.4(e), subject to Section 2.3(b). Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such relevant Interest Payment Date. A Debenture The Company, at least two Business Days prior to an Interest Payment Date, shall deliver or cause to be delivered by prepaid mail, by courier or by an employee of the Company to registered holders of Debentures, post-dated cheques for interest due thereon (less any tax required by law to be deducted or withheld) payable to the order of the registered holders thereof and negotiable on the Interest Payment Date. The Company may, at its option, cause the amount of such interest to be paid to one or more registered holders thereof by way of electronic transfer of funds, with any such transfer to be made no later than 11:30 a.m. (Toronto time) on the date of such payment. The delivery of such cheques or electronic transfer of funds shall satisfy and discharge the liability for interest on such Debentures to the extent of the sums represented thereby (plus the amount of any tax deducted or withheld as aforesaid) unless, in respect of which a holder has accepted a notice in respect the case of a Change cheque, such cheque shall not be paid on presentation. The Company upon maturity of Control Purchase Offer pursuant the Debentures shall deliver or cause to be delivered by prepaid mail, by courier or by an employee of the Company to the provisions registered holders thereof cheques for such principal amount due, payable to the order of Section 2.3(i) may the registered holders thereof and negotiable on the date of the maturity of the Debentures. The Company may, at its option, cause the amount of any such interest or principal payment to be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture.
(h) The paid to the registered holders of Debentures shall be issued in denominations by way of $1,000 and integral multiples electronic transfer of $1,000. Each Certificated Debenture representing Debentures shall be issued in substantially the form set out in Schedule “A”funds, with such insertionstransfer to be made no later than 11:30 a.m. (Toronto time) on the date of such payment. At its option, omissions, substitutions or other variations as shall be required or permitted by this Indenture, the Company may redeem the Debentures at any time and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Debenture in accordance with Section 2.4, as conclusively evidenced by their execution of a Certificated Debenture representing Debentures. Each Certificated Debenture representing Debentures shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officers’ Certificate. The Certificated Debentures representing Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another.
(i) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.3(i), the Corporation shall make an offer in writing to holders of Debentures to, at the Debentureholders’ election, either: (i) purchase the Debentures at 100% of the principal amount thereof plus accrued and unpaid interest or (ii) subject to Section 2.3(i)(iii), if the Change of Control results in a Successor Entity, convert all or such portion of the Debentures of such Debentureholders into debentures of the Successor Entity (the “Successor Debentures”) in an aggregate principal amount equal to the Change of Control Conversion Amount. The terms and conditions of such obligation are set forth below:
(i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to:
(A) purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price per Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”); or
(B) convert their Debentures, in whole or in part, upon not more than 60 days and receive Successor Debentures not less than 30 days prior notice, at the higher of the Canada Yield Price (as defined below) and par, together in an aggregate principal amount equal each case with accrued and unpaid interest to the Change of Control Conversion Amountdate fixed for redemption. The “Change of Control Conversion Amount” shall be equal to 101% of the aggregate principal amount Less than all of the Debentures then outstanding and held by such Debentureholder electing to convert such Debentures into Successor Debentures. The Change may be redeemed in accordance with Section 4.2 of Control Notice for the Debentures shall be substantially in Indenture. For purposes of the form of Schedule “D”.foregoing redemption provisions, the following terms are defined as follows:
Appears in 1 contract
Terms of Debentures. (a) The Debentures shall be dated August 30, 2001, regardless of their actual date of issue, shall mature and become due and payable on the Maturity Date and shall bear interest (subject to section 2.6) from and including August 30, 2001 at the rate of 127.25% per annum from the Issue Date until December 31, 2019, after which the Debentures shall bear interest at a rate of 10% per annum, in accordance with Section 2.9.
(b) Interest shall be payable in equal (with the exception of the first interest payment, which will include interest from and including the Issue Date of the Debentures as set forth below) semi- annual payments, in arrears, on June 30 and December 31 in each year, the first such payment to fall due on December 31, 2019 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date, payable after as well as before maturity and after as well as before defaultdefault or judgment, with interest on amounts in default at the same rate, compounded ) payable in arrears in equal semi-annually. For certaintyannual instalments on February 28 and August 30 in each year, the first interest such payment will include interest accrued from and including the Issue Date of the Debentures to, but excluding, December 31, 2019, which will be equal to $139.73 for each $1,000 principal amount of Debentures.
(c) For certainty, Debentureholders that redeem any Debentures before December 31, 2019 shall forego any accrued interest thereon and be entitled to redeem only the then-outstanding principal amount of the Debentures.
(d) Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record dates February 28, 2002 for the payment of period from and including August 30, 2001 to but excluding February 28, 2002.
(b) As interest becomes due on the Debentures will (except interest payable at maturity or on redemption or purchase pursuant to an Offer to Purchase or conversion which shall be June 15 and December 15 in each year (or paid upon surrender of a Debenture for payment), the first Corporation shall, at least three Business Day Days prior to such each date if such date is not a Business Day). If on which interest becomes due, forward or cause to be forwarded by first class mail, postage prepaid, to the Corporation is required to withhold or deduct any Indemnified Taxes from an amount payable by it in respect of any Debentures, then, notwithstanding any other term of this Indenture (i) the Corporation will pay on behalf registered address of each holder registered Holder for the time being, or in the case of joint registered Holders to the registered address of one of the joint Holders, a cheque for such additional amounts interest (“Additional Amounts”less any tax required by law to be deducted) payable to or to the order of such Holder or Holders and negotiable at par at any branch in Canada of such Canadian chartered bank as may be necessary so that designated by the net amount received by each holder after Corporation. The Corporation may make provision for the making of any such withholding or deduction (and after deducting any Indemnified Taxes on payment in such Additional Amounts) will not be less than the amount the holder would have received if such Indemnified Taxes had not been withheld or deducted, (ii) the Corporation shall make such deductions and (iii) the Corporation shall pay the full amount deducted other manner as is acceptable to the relevant governmental authority in accordance with applicable lawTrustee. Notwithstanding the foregoing, no Additional Amounts will be payable Subject to a holder (an “Excluded Holder”) in respect of a particular payment made to such holder under or with respect to particular Debentures for Indemnified Taxes: (A) if such holder is subject to such Indemnified Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of such particular Debentures or the receipt of payments thereunder or enforcement of rights thereunder; (B) if such holder waives its right to receive Additional Amounts; (C) if the Corporation does not deal at arm’s length, within the meaning of the Tax Act, with such holder at the time of such particular payment; (D) if the Corporation does not deal at arm’s length, within the meaning of the Tax Act, with another person to whom the Corporation has an obligation to pay an amount in respect of such particular Debentures; (E) if such holder is, or does not deal at arm’s length (within the meaning of the Tax Act) with, a “specified shareholder” of the Corporation for purposes of the thin capitalization rules in the Tax Act and such particular payment is not deductible to the Corporation as interest pursuant to such rules; (F) to the extent the Indemnified Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the holder or other beneficial owner of the Debentures to duly and timely comply with a timely written request of the Corporation to the holder or other beneficial owner, to the extent the holder or other beneficial owner is legally entitled to do so, to provide information, documents, certification or other evidence as may be required by applicable law for exemption from, or reduction in the rate of deduction or withholding of Canadian Taxes; (G) where the holder of the Debenture is a fiduciary, a partnership or not the beneficial owner of any payment on an Debenture, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner owned the Debenture directly (but only if there is no material cost or expense associated with transferring such Debenture to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner); (H) for or on account of any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments under or with respect to the Debenture (other than taxes payable pursuant to Regulation 803 of the Tax Act, or any similar successor provision); or (I) any combination of the foregoing numbered clauses of this proviso.
(e) The Debentures will be redeemable in accordance with the terms of this Section 2.3 and Article 4, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. Beginning on the date that is four months and one day following the Issue Date and any time prior to the Maturity Date, provided that the daily VWAP of the Common Shares for 10 consecutive trading days equals or exceeds $0.45, the principal amount of the outstanding Debentures may be mandatorily converted by way of redemption at the option of the Corporation on notice as provided for in Section 4.2 at a Redemption Price equal to the principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date payable by issuing such number of Common Shares as is obtained by dividing the aggregate principal amount by the Conversion Price for the Debentures, with any payment of any accrued but unpaid interest to be paid in cash (subject to Section 5.4(c)) in accordance with Section 2.14. The Redemption Notice for the Debentures shall be substantially in the form of Schedule “B”. When the Corporation determines the actual number of Common Shares to be issued pursuant to the redemption, it will issue a press release on a national newswire disclosing such actual number of Common Shares.
(f) The Debentures will not be guaranteed, will be unsecured and will be subordinated and junior in right of payment only to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.9(a), the Debentures will rank pari passu with all other Debentures issued under this Indenture and, except as prescribed by law or as may by its terms rank junior in right of payment to the Debentures, with all other existing unsecured indebtedness of the Corporation to the extent subordinated on the same basis.
(g) Upon and subject to the provisions and conditions of Article 6 and Section 3.9, the holder of each Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Debentures; or (ii) if the Debentures are called for redemption by notice to the holders of Debentures in accordance with Sections 2.3(e) and 4.2, on the Business Day immediately preceding the date specified by the Corporation for redemption of the Debentures; (the earlier of which will be a “Time of Expiry” for the purposes of Article 6 in respect of the Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Debentures shall be equal to $0.30 such that approximately 3,333 Common Shares shall be issued for each $1,000 principal amount of Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6. No fractional Common Shares will be issued, any fraction of a Common Share that would otherwise be issued will be rounded down to the nearest whole number and holders will receive a cash payment (subject to Section 5.4(c)) in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Debentures is subject to adjustment pursuant to the provisions of Section 2.3(i) and Section 6.5. Holders converting Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (as modified by Article 6) in respect of the Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date in accordance with Section 6.4(e), subject to Section 2.3(b). Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.3(i) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture.
(h) The Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Certificated Debenture representing Debentures shall be issued in substantially the form set out in Schedule “A”, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law the mailing of such cheque or with any rules or regulations pursuant thereto or with any rules or regulations the making of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Debenture in accordance with Section 2.4, as conclusively evidenced by their execution of a Certificated Debenture representing Debentures. Each Certificated Debenture representing Debentures shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Debenture may be payment in such other form or forms as may, from time manner shall satisfy and discharge all liability for interest on the Debentures to time, be, approved by a resolution the extent of the Board sum represented thereby (plus the amount of Directors, or as specified in an Officers’ Certificate. The Certificated Debentures representing Debentures may any tax so deducted from such interest payment) unless such cheque shall not be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another.paid upon presentation to any such branch.
(ic) Within 30 days following the occurrence of Interest for any period other than a Change of Control, and subject to the provisions and conditions of this Section 2.3(i), the Corporation shall make an offer in writing to holders of Debentures to, at the Debentureholders’ election, either: (i) purchase the Debentures at 100% of the principal amount thereof plus accrued and unpaid interest or (ii) subject to Section 2.3(i)(iii), if the Change of Control results in a Successor Entity, convert all or such portion of the Debentures of such Debentureholders into debentures of the Successor Entity (the “Successor Debentures”) in an aggregate principal amount equal to the Change of Control Conversion Amount. The terms and conditions of such obligation are set forth below:
(i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Debentures, a notice stating that there has been a Change of Control and specifying the date semi-annual period on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to:
(A) purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price per Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”); or
(B) convert their Debentures, in whole or in part, and receive Successor Debentures in an aggregate principal amount equal to the Change of Control Conversion Amount. The “Change of Control Conversion Amount” shall be equal to 101% of the aggregate principal amount of the Debentures then outstanding and held by such Debentureholder electing to convert such Debentures into Successor Debentures. The Change of Control Notice for the Debentures shall accrue from day to day and shall be substantially calculated on the basis of the actual number of days elapsed and on the basis of a year of 365 days or 366 days in a leap year.
(d) Subject to sections 3.9 and 3.18, the form principal amount, interest and Foregone Interest, if any, due and evidenced by the Debentures on maturity, redemption, purchase pursuant to an Offer to Purchase or conversion, as the case may be, will be made payable in lawful money of Schedule “D”Canada, against surrender of such Debentures by the respective Holders thereof at any of the places at which a register is maintained pursuant to section 2.8.
Appears in 1 contract
Samples: Trust Indenture (Certicom Corp)
Terms of Debentures. (a) The Debentures shall be dated September 16, 2005, shall bear interest (“Interest”) from that date at the rate of 124.70% per annum from the Issue Date until December 31, 2019, after which the Debentures shall bear interest at a rate of 10% per annum, calculated and payable semi-annually in accordance with Section 2.9.
arrears (b) Interest shall be payable in equal (with the exception of the first interest payment, which will include interest from and including the Issue Date of the Debentures as set forth below) semi- annual payments, in arrears, on June 30 and December 31 in each year, the first such payment to fall due on December 31, 2019 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date, payable after as well as before maturity and after as well as before default, default with interest on amounts in default overdue interest at the same said rate) on March 16 and September 16 in each year (each an “Interest Payment Date”), compounded semi-annuallycommencing March 16, 2006 and shall mature on September 16, 2015. For certaintyInterest for the period from September 16, the first interest payment will include interest accrued from and including the Issue Date of the Debentures to2005 to March 16, but excluding, December 31, 2019, which 2006 will be equal to $139.73 23.50 for each $1,000 principal amount of Debentures.
(c) For certainty, Debentureholders that redeem any Debentures before December 31, 2019 shall forego any accrued interest thereon and be entitled to redeem only the then-outstanding principal amount of the Debentures.
(d) Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record dates date for the payment of interest on the Debentures will be June 15 and December 15 in each year (or the first Business Day prior to such date if such date is not a Business Day). If the Corporation is required to withhold or deduct any Indemnified Taxes from an amount payable by it in respect of any Debentures, then, notwithstanding any other term of this Indenture (i) the Corporation will pay on behalf of each holder such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder after such withholding or deduction (and after deducting any Indemnified Taxes on such Additional Amounts) will not be less than the amount the holder would have received if such Indemnified Taxes had not been withheld or deducted, (ii) the Corporation shall make such deductions and (iii) the Corporation shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Notwithstanding the foregoing, no Additional Amounts will be payable to a holder (an “Excluded Holder”) in respect of a particular payment made to such holder under or with respect to particular Debentures for Indemnified Taxes: (A) if such holder is subject to such Indemnified Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of such particular Debentures or the receipt of payments thereunder or enforcement of rights thereunder; (B) if such holder waives its right to receive Additional Amounts; (C) if the Corporation does not deal at arm’s length, within the meaning of the Tax Act, with such holder at the time of such particular payment; (D) if the Corporation does not deal at arm’s length, within the meaning of the Tax Act, with another person to whom the Corporation has an obligation to pay an amount in respect of such particular Debentures; (E) if such holder is, or does not deal at arm’s length (within the meaning of the Tax Act) with, a “specified shareholder” of the Corporation for purposes of the thin capitalization rules in the Tax Act and such particular payment is not deductible to the Corporation as interest pursuant to such rules; (F) to the extent the Indemnified Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the holder or other beneficial owner of the Debentures to duly and timely comply with a timely written request of the Corporation to the holder or other beneficial owner, to the extent the holder or other beneficial owner is legally entitled to do so, to provide information, documents, certification or other evidence as may be required by applicable law for exemption from, or reduction in the rate of deduction or withholding of Canadian Taxes; (G) where the holder of the Debenture is a fiduciary, a partnership or not the beneficial owner of any payment on an Debenture, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner owned the Debenture directly (but only if there is no material cost or expense associated with transferring such Debenture to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner); (H) for or on account of any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments under or with respect to the Debenture (other than taxes payable pursuant to Regulation 803 of the Tax Act, or any similar successor provision); or (I) any combination of the foregoing numbered clauses of this proviso.
(e) The Debentures will be redeemable in accordance with the terms of this Section 2.3 and Article 4, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. Beginning on the date that is four months and one day following the Issue Date and any time prior to the Maturity Date, provided that the daily VWAP of the Common Shares for 10 consecutive trading days equals or exceeds $0.45, the principal amount of the outstanding Debentures may be mandatorily converted by way of redemption at the option of the Corporation on notice as provided for in Section 4.2 at a Redemption Price equal to the principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date payable by issuing such number of Common Shares as is obtained by dividing the aggregate principal amount by the Conversion Price for the Debentures, with any payment of any accrued but unpaid interest to be paid in cash (subject to Section 5.4(c)) in accordance with Section 2.14. The Redemption Notice for the Debentures Interest shall be substantially in the form of Schedule “B”. When the Corporation determines the actual number of Common Shares to be issued pursuant to the redemption, it will issue a press release on a national newswire disclosing such actual number of Common Shares.
(f) The Debentures will not be guaranteed, will be unsecured and will be subordinated and junior in right of payment only to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.9(a), the Debentures will rank pari passu with all other Debentures issued under this Indenture and, except as prescribed by law or as may by its terms rank junior in right of payment to the Debentures, with all other existing unsecured indebtedness of the Corporation to the extent subordinated on the same basis.
(g) Upon and subject to the provisions and conditions of Article 6 and Section 3.9, the holder of each Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the tenth Business Day immediately preceding the Maturity Date of the Debentures; or (ii) if the Debentures are called for redemption by notice to the holders of Debentures in accordance with Sections 2.3(e) and 4.2, on the Business Day immediately preceding the date specified by the Corporation for redemption of the Debentures; (the earlier of which will be a “Time of Expiry” for the purposes of Article 6 in respect of the Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Debentures shall be equal to $0.30 such that approximately 3,333 Common Shares shall be issued for each $1,000 principal amount of Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6. No fractional Common Shares will be issued, any fraction of a Common Share that would otherwise be issued will be rounded down to the nearest whole number and holders will receive a cash payment (subject to Section 5.4(c)) in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Debentures is subject to adjustment pursuant to the provisions of Section 2.3(i) and Section 6.5. Holders converting Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (as modified by Article 6) in respect of the Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date in accordance with Section 6.4(e), subject to Section 2.3(b). Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such relevant Interest Payment Date. A Debenture The Company, at least two Business Days prior to an Interest Payment Date, shall deliver or cause to be delivered by prepaid mail, by courier or by an employee of the Company to registered holders of Debentures, post-dated cheques for interest due thereon (less any tax required by law to be deducted or withheld) payable to the order of the registered holders thereof and negotiable on the Interest Payment Date. The Company may, at its option, cause the amount of such interest to be paid to one or more registered holders thereof by way of electronic transfer of funds, with any such transfer to be made no later than 11:30 a.m. (Toronto time) on the date of such payment. The delivery of such cheques or electronic transfer of funds shall satisfy and discharge the liability for interest on such Debentures to the extent of the sums represented thereby (plus the amount of any tax deducted or withheld as aforesaid) unless, in respect of which a holder has accepted a notice in respect the case of a Change cheque, such cheque shall not be paid on presentation. The Company upon maturity of Control Purchase Offer pursuant the Debentures shall deliver or cause to be delivered by prepaid mail, by courier or by an employee of the Company to the provisions registered holders thereof, cheques for such principal amount due, payable to the order of Section 2.3(i) may the registered holders thereof and negotiable on the date of the maturity of the Debentures. The Company may, at its option, cause the amount of any such interest or principal payment to be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture.
(h) The paid to the registered holders of Debentures shall be issued in denominations by way of $1,000 and integral multiples electronic transfer of $1,000. Each Certificated Debenture representing Debentures shall be issued in substantially the form set out in Schedule “A”funds, with such insertionstransfer to be made no later than 11:30 a.m. (Toronto time) on the date of such payment. The delivery of such cheques or electronic transfer of funds shall satisfy and discharge the liability for principal on such Debentures to the extent of the sums represented thereby unless, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with in the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Debenture in accordance with Section 2.4, as conclusively evidenced by their execution case of a Certificated Debenture representing Debenturescheque, such cheque shall not be paid on presentation. Each Certificated Debenture representing At its option, the Company may redeem the Debentures shall additionally bear such distinguishing letters at any time and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officers’ Certificate. The Certificated Debentures representing Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another.
(i) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.3(i), the Corporation shall make an offer in writing to holders of Debentures to, at the Debentureholders’ election, either: (i) purchase the Debentures at 100% of the principal amount thereof plus accrued and unpaid interest or (ii) subject to Section 2.3(i)(iii), if the Change of Control results in a Successor Entity, convert all or such portion of the Debentures of such Debentureholders into debentures of the Successor Entity (the “Successor Debentures”) in an aggregate principal amount equal to the Change of Control Conversion Amount. The terms and conditions of such obligation are set forth below:
(i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to:
(A) purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price per Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”); or
(B) convert their Debentures, in whole or in part, upon not more than 60 days and receive Successor Debentures not less than 30 days prior notice, at the higher of the Canada Yield Price (as defined below) and par, together in an aggregate principal amount equal each case with accrued and unpaid interest to the Change of Control Conversion Amountdate fixed for redemption. The “Change of Control Conversion Amount” shall be equal to 101% of the aggregate principal amount Less than all of the Debentures then outstanding and held by such Debentureholder electing to convert such Debentures into Successor Debentures. The Change may be redeemed in accordance with Section 4.2 of Control Notice for the Debentures shall be substantially in Indenture. For purposes of the form of Schedule “D”.foregoing redemption provisions, the following terms are defined as follows:
Appears in 1 contract
Samples: Trust Indenture (Cameco Corp)
