Common use of Automatic Exchange Clause in Contracts

Automatic Exchange. The Notes, including accrued and unpaid interest thereon, will be exchanged automatically (“Automatic Exchange”), without the consent or action of the holders thereof, into shares of a newly-issued series of Class A Preference Shares of the Guarantor, being Class A Preference Shares, Series 53 (the “Exchange Preference Shares”) upon the occurrence of: (i) the making by the Issuer and/or the Guarantor of a general assignment for the benefit of their creditors or a proposal (or the filing of a notice of their intention to do so) under the Bankruptcy and Insolvency Act (Canada); (ii) any proceeding instituted by the Issuer and/or the Guarantor seeking to adjudicate them as bankrupt (including any voluntary assignment in bankruptcy) or insolvent or, where the Issuer and/or the Guarantor are insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy or insolvency in Canada, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for the Issuer and/or the Guarantor or any substantial part of their property and assets in circumstances where the Issuer and/or the Guarantor are adjudged as bankrupt (including any voluntary assignment in bankruptcy) or insolvent; (iii) a receiver, interim receiver, trustee or other similar official is appointed over the Issuer and/or the Guarantor or for any substantial part of their property and assets by a court of competent jurisdiction in circumstances where the Issuer and/or the Guarantor are adjudged as bankrupt (including any voluntary assignment in bankruptcy) or insolvent under any law relating to bankruptcy or insolvency in Canada; or (iv) any proceeding is instituted against the Issuer and/or the Guarantor seeking to adjudicate them as bankrupt (including any voluntary assignment in bankruptcy) or insolvent or, where the Issuer and/or the Guarantor are insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy or insolvency in Canada, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for the Issuer and/or the Guarantor or any substantial part of their property and assets in circumstances where the Issuer and/or the Guarantor are adjudged as bankrupt or insolvent under any law relating to bankruptcy or insolvency in Canada, and either such proceeding has not been stayed or dismissed within 60 days of the institution of any such proceeding or the actions sought in such proceedings occur (including the entry of an order for relief against the Issuer and/or the Guarantor or the appointment of a receiver, interim receiver, trustee, or other similar official for them or for any substantial part of their property and assets) (each, an “Automatic Exchange Event”). The Automatic Exchange shall occur upon an Automatic Exchange Event (the “Exchange Time”). As of the Exchange Time, noteholders will have the right to receive one Exchange Preference Share for each US$1,000 principal amount of Notes previously held together with the number of Exchange Preference Shares (including fractional shares, if applicable) calculated by dividing the amount of accrued and unpaid interest, if any, on the Notes, by US$1,000. Such right will be automatically exercised, and the Notes shall be automatically exchanged, without the consent or action of the holders of the Notes, into a newly issued series of fully-paid Exchange Preference Shares. At such time, all outstanding Notes shall be deemed to be immediately and automatically surrendered without need for further action by noteholders, who shall thereupon automatically cease to be holders thereof and all rights of any such holder as a debtholder of the Issuer or as a beneficiary of the subordinated guarantee of the Guarantor shall automatically cease. Upon an Automatic Exchange of the Notes, the Guarantor reserves the right not to issue some or all of the Exchange Preference Shares to any person whose address is in, or whom the Guarantor or its transfer agent has reason to believe is a resident of, any jurisdiction outside of the United States or Canada to the extent that: (i) the issuance or delivery by the Guarantor to such person, upon an Automatic Exchange of Exchange Preference Shares, would require the Guarantor to take any action to comply with securities or analogous laws of such jurisdiction; or (ii) withholding tax would be applicable in connection with the delivery to such person of Exchange Preference Shares upon an Automatic Exchange (“Ineligible Persons”). In such circumstances, the Guarantor will hold all Exchange Preference Shares that would otherwise be delivered to Ineligible Persons, as agent for Ineligible Persons, and will attempt to facilitate the sale of such shares through a registered broker or dealer retained by the Guarantor for the purpose of effecting the sale (to parties other than the Guarantor, its affiliates or other Ineligible Persons) on behalf of such Ineligible Persons of such Exchange Preference Shares.

Automatic Exchange. The Notes, including accrued and unpaid interest thereon, will be exchanged automatically (the “Automatic Exchange”), without the consent or action of the holders thereof, into shares units of a newly-newly issued series of Class A Preference Shares of the GuarantorPreferred Units, being Class A Preference SharesPreferred Limited Partnership Units, Series 53 16 (the “Exchange Preference SharesPreferred Units”) upon the occurrence of: (i) the making by the Issuer and/or the Guarantor of a general assignment for the benefit of their its creditors or a proposal (or the filing of a notice of their its intention to do so) under the Bankruptcy and Insolvency Act (Canada); (ii) any proceeding instituted by the Issuer and/or the Guarantor Partnership seeking to adjudicate them as bankrupt (including any voluntary assignment in bankruptcy) or insolvent or, where the Issuer and/or the Guarantor Partnership are insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement, compromise, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy or insolvency in CanadaCanada or Bermuda (as applicable), or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for the Issuer and/or the Guarantor Partnership or in respect of all or any substantial part of their property and assets in circumstances where the Issuer and/or the Guarantor Partnership are adjudged as bankrupt (including any voluntary assignment in bankruptcy) or insolvent; (iii) a receiver, interim receiver, trustee or other similar official is appointed over the Issuer and/or the Guarantor Partnership or for any substantial part all or substantially all of their property and assets by a court of competent jurisdiction in circumstances where the Issuer and/or the Guarantor Partnership are adjudged as bankrupt (including any voluntary assignment in bankruptcy) or insolvent under any law relating to bankruptcy or insolvency in CanadaCanada or Bermuda (as applicable); or (iv) any proceeding is instituted against the Issuer and/or the Guarantor Partnership seeking to adjudicate them as bankrupt (including any voluntary assignment in bankruptcy) or insolvent orinsolvent, or where the Issuer and/or the Guarantor Partnership are insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement, compromise, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy or insolvency in CanadaCanada or Bermuda (as applicable), or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for the Issuer and/or the Guarantor Partnership or in respect of all or any substantial part of their property and assets in circumstances where the Issuer and/or the Guarantor Partnership are adjudged as bankrupt or insolvent under any law relating to bankruptcy or insolvency in CanadaCanada or Bermuda (as applicable), and either in any such case, such proceeding has not been stayed or dismissed within 60 days of the institution of any such proceeding or the actions sought in such proceedings occur (including the entry of an order for relief against the Issuer and/or the Guarantor Partnership or the appointment of a receiver, interim receiver, trustee, or other similar official for them or for any substantial part all or substantially all of their property and assets) (each, an “Automatic Exchange Event”). The Automatic Exchange shall occur upon an Automatic Exchange Event (the “Exchange Time”). As of the Exchange Time, noteholders will have the right to receive one Exchange Preference Share Preferred Unit for each US$1,000 $25 principal amount of Notes previously held together with the number of Exchange Preference Shares Preferred Units (including fractional sharesunits, if applicable) calculated by dividing the amount of accrued and unpaid interest, if any, on the Notes, by US$1,000$25. Such right will be automatically exercised, and the Notes shall be automatically exchanged, without the consent or action of the holders of the Notes, into a the newly issued series of fully-fully paid Exchange Preference SharesPreferred Units. At such time, all outstanding Notes shall be deemed to be immediately and automatically surrendered without need for further action by noteholders, who shall thereupon automatically cease to be holders thereof of Notes and all rights of any each such holder as a debtholder of the Issuer or and as a beneficiary of the subordinated guarantee guarantees of the Guarantor Guarantors shall automatically cease. Upon an Automatic Exchange of the Notes, the Guarantor reserves the right not to issue some or all of the Exchange Preference Shares to any person whose address is in, or whom the Guarantor or its transfer agent has reason to believe is a resident of, any jurisdiction outside of the United States or Canada to the extent that: (i) the issuance or delivery by the Guarantor to such person, upon an Automatic Exchange of Exchange Preference Shares, would require the Guarantor to take any action to comply with securities or analogous laws of such jurisdiction; or (ii) withholding tax would be applicable in connection with the delivery to such person of Exchange Preference Shares upon an Automatic Exchange (“Ineligible Persons”). In such circumstances, the Guarantor will hold all Exchange Preference Shares that would otherwise be delivered to Ineligible Persons, as agent for Ineligible Persons, and will attempt to facilitate the sale of such shares through a registered broker or dealer retained by the Guarantor for the purpose of effecting the sale (to parties other than the Guarantor, its affiliates or other Ineligible Persons) on behalf of such Ineligible Persons of such Exchange Preference Shares.