Common use of Conversion Privilege; Restrictive Legends Clause in Contracts

Conversion Privilege; Restrictive Legends. (A) Subject to the provisions of Article III and this Article X, the Securities shall be convertible, in integral multiples of $1,000 principal amount, into Common Shares at any time until the close of business on the second (2nd) Business Day immediately preceding January 15, 2031. (B) The initial Conversion Rate shall be 80.2890 Common Shares per $1,000 principal amount of Securities. The Conversion Rate shall be subject to adjustment in accordance with Sections 10.05 through 10.13. (C) A Holder may convert a portion of the principal amount of a Security if such portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of such Security. (D) Any Common Shares that are issued upon conversion of a Security that bears the Private Placement Legend shall also bear the Private Placement Legend. Any Common Shares that are issued upon conversion of a Security that does not bear the Private Placement Legend shall also not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares not bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver Common Shares that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver only Common Shares that bear the Private Placement Legend unless (i) the requested transfer is after the Resale Restriction Termination Date, (ii) there is delivered to the Company and the registrar and transfer agent for the Common Shares an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Common Shares has delivered to the registrar and transfer agent for the Common Shares a notice in the form of Exhibit C hereto, or (iv) provided that the Company is a "foreign issuer" as defined in Rule 902 of Regulation S under the Securities Act at the time of sale, such Security has been sold outside the United States in an offshore transaction pursuant to Regulation S under the Securities Act and the Holder selling such Securities has delivered to the registrar and transfer agent for the Common Shares a certificate in the form of Exhibit D hereto. (E) Any Common Shares that are issued upon conversion of a Security before the date that is four months and a day after the original distribution date of such Security or any additional Security shall bear the Canadian Legend.

Conversion Privilege; Restrictive Legends. (A) Subject to the provisions of Article III and this Article X, the Securities shall be convertible, in integral multiples of $1,000 principal amount, into Common Shares at any time until the close of business on the second (2nd) Business Day immediately preceding January 15April 1, 2031.2039. Doc#: US1:12666659v9 (B) The initial Conversion Rate shall be 80.2890 54.1082 Common Shares per $1,000 principal amount of Securities. The Conversion Rate shall be subject to adjustment in accordance with Sections 10.05 through 10.1310.14. (C) A Holder may convert a portion of the principal amount of a Security if such portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of such Security. (D) Any Common Shares that are issued upon conversion of a Security that bears the Private Placement Legend shall also bear the Private Placement Legend. Any Common Shares that are issued upon conversion of a Security that does not bear the Private Placement Legend shall also not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares not bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver Common Shares that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver only Common Shares that bear the Private Placement Legend unless (i) the requested transfer is after the Resale Restriction Termination Date, (ii) there is delivered to the Company and the registrar and transfer agent for the Common Shares an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder holder selling such Common Shares has delivered to the registrar and transfer agent for the Common Shares a notice in the form of Exhibit C hereto, or (iv) provided that the Company is a "foreign issuer" as defined in Rule 902 of Regulation S under the Securities Act at the time of sale, such Security has been sold outside the United States in an offshore transaction pursuant to Regulation S under the Securities Act and the Holder selling such Securities has delivered to the registrar and transfer agent for the Common Shares a certificate in the form of Exhibit D hereto. (E) Any Common Shares that are issued upon conversion of a Security before the date that is four months and a day after the original distribution date of such Security or any additional Additional Security shall bear the Canadian Legend.

Conversion Privilege; Restrictive Legends. (A) Subject to the provisions of Article III and this Article X, the Securities shall be convertible, in integral multiples of $1,000 principal amount, into Common Shares at any time until the close of business on the second (2nd) Business Day immediately preceding January 15June 30, 20312029. (B) The initial Conversion Rate shall be 80.2890 151.7220 Common Shares per $1,000 principal amount of Securities. The Conversion Rate shall be subject to adjustment in accordance with Sections 10.05 through 10.13. (C) A Holder may convert a portion of the principal amount of a Security if such portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of such Security. (D) Any Common Shares that are issued upon conversion of a Security that bears the Private Placement Legend shall also bear the Private Placement Legend. Any Common Shares that are issued upon conversion of a Security that does not bear the Private Placement Legend shall also not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares not bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver Common Shares that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver only Common Shares that bear the Private Placement Legend unless (i) the requested transfer is after the Resale Restriction Termination Date, (ii) there is delivered to the Company and the registrar and transfer agent for the Common Shares an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Common Shares has delivered to the registrar and transfer agent for the Common Shares a notice in the form of Exhibit C hereto, or (iv) provided that the Company is a "“foreign issuer" ” as defined in Rule 902 of Regulation S under the Securities Act at the time of sale, such Security has been sold outside the United States in an offshore transaction pursuant to Regulation S under the Securities Act and the Holder selling such Securities has delivered to the registrar and transfer agent for the Common Shares a certificate in the form of Exhibit D hereto. (E) Any Common Shares that are issued upon conversion of a Security before the date that is four months and a day after the original distribution date of such Security or any additional Security shall bear the Canadian Legend.

Conversion Privilege; Restrictive Legends. (A) Subject to the provisions of Article III ‎III and this Article X‎XI, the Securities shall be convertible, in integral multiples of $1,000 principal amount, into 67 Doc#: US1:11364518v24 cash, Common Shares Shares, or a combination of cash and Common Shares, at the‎Company’s election as described under Section ‎11.02 at any time until the close of business on the second (2nd) third Business Day immediately preceding January 15July 1, 20312022; provided, however, that the Conversion Make-Whole Payment payable pursuant to Section 11.15 shall be settled in Common Shares. (B) The initial Conversion Rate shall be 80.2890 1,001.1112 Common Shares per $1,000 principal amount of Securities. The Conversion Rate shall be subject to adjustment in accordance with Sections 10.05 ‎11.05 through 10.13‎11.15. (C) A Holder may convert a portion of the principal amount of a Security if such portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of such Security. (D) Any Common Shares that are issued upon conversion of a Security that bears the Private Placement Legend shall also bear the Private Placement Legend. Any Common Shares that are issued upon conversion of a Security that does not bear the Private Placement Legend shall also not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares not bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver Common Shares that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver only Common Shares that bear the Private Placement Legend unless (i) the requested transfer is after the Resale Restriction Termination Date, (ii) there is delivered to the Company and the registrar and transfer agent for the Common Shares an Opinion opinion of Counsel counsel reasonably satisfactory to the Company and addressed to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, (iii) such Security has Common Shares have been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Common Shares has delivered to the registrar and transfer agent for the Common Shares a notice in the form of Exhibit C hereto, or (iv) provided that the Company is a "foreign issuer" as defined in Rule 902 of Regulation S under the Securities Act at the time of sale, such Security Common Shares has been sold outside the United States in an offshore transaction pursuant to Regulation S under the Securities Act and the Holder selling such Securities Common Shares has delivered to the registrar and transfer agent for the Common Shares a certificate in the form of Exhibit D hereto. (E) Any Common Shares that are issued upon conversion of a Security before the date that is four months and a day after the original distribution date of such Security or any additional Additional Security shall bear the Canadian Legend.

Conversion Privilege; Restrictive Legends. (A) Subject to the provisions of Article III and this Article X, the Securities shall be convertible, in integral multiples of $1,000 principal amount, into Common Shares at any time until the close of business on the second (2nd) Business Day immediately preceding January 15March 1, 20312023. (B) The initial Conversion Rate shall be 80.2890 104.3297 Common Shares per $1,000 principal amount of Securities. The Conversion Rate shall be subject to adjustment in accordance with Sections 10.05 through 10.13. (C) A Holder may convert a portion of the principal amount of a Security if such portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of such Security. (D) Any Common Shares that are issued upon conversion of a Security that bears the Private Placement Legend shall also bear the Private Placement Legend. Any Common Shares that are issued upon conversion of a Security that does not bear the Private Placement Legend shall also not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares not bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver Common Shares that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver only Common Shares that bear the Private Placement Legend unless (i) the requested transfer is after the Resale Restriction Termination Date, (ii) there is delivered to the Company and the registrar and transfer agent for the Common Shares an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Common Shares has delivered to the registrar and transfer agent for the Common Shares a notice in the form of Exhibit C hereto, or (iv) provided that the Company is a "“foreign issuer" ” as defined in Rule 902 of Regulation S under the Securities Act at the time of sale, such Security has been sold outside the United States in an offshore transaction pursuant to Regulation S under the Securities Act and the Holder selling such Securities has delivered to the registrar and transfer agent for the Common Shares a certificate in the form of Exhibit D hereto. (E) Any Common Shares that are issued upon conversion of a Security before the date that is four months and a day after the original distribution date of such Security or any additional Additional Security shall bear the Canadian Legend.

Conversion Privilege; Restrictive Legends. (A) Subject to the provisions of Article III and this Article XXI, the Securities shall be convertible, in integral multiples of $1,000 principal amount, into cash, Common Shares Shares, or a combination of cash and Common Shares, at the Company’s election as described under Section 11.02 at any time until the close of business on the second (2nd) third Business Day immediately preceding January 15July 1, 20312022; provided, however, that the Conversion Make-Whole Payment payable pursuant to Section 11.15 shall be settled in Common Shares. (B) The initial Conversion Rate shall be 80.2890 1,001.1112 Common Shares per $1,000 principal amount of Securities. The Conversion Rate shall be subject to adjustment in accordance with Sections 10.05 11.05 through 10.1311.15. (C) A Holder may convert a portion of the principal amount of a Security if such portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of such Security. (D) Any Common Shares that are issued upon conversion of a Security that bears the Private Placement Legend shall also bear the Private Placement Legend. Any Common Shares that are issued upon conversion of a Security that does not bear the Private Placement Legend shall also not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares not bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver Common Shares that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver only Common Shares that bear the Private Placement Legend unless (i) the requested transfer is after the Resale Restriction Termination Date, (ii) there is delivered to the Company and the registrar and transfer agent for the Common Shares an Opinion opinion of Counsel counsel reasonably satisfactory to the Company and addressed to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, (iii) such Security has Common Shares have been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Common Shares has delivered to the registrar and transfer agent for the Common Shares a notice in the form of Exhibit C hereto, or (iv) provided that the Company is a "foreign issuer" as defined in Rule 902 of Regulation S under the Securities Act at the time of sale, such Security Common Shares has been sold outside the United States in an offshore transaction pursuant to Regulation S under the Securities Act and the Holder selling such Securities Common Shares has delivered to the registrar and transfer agent for the Common Shares a certificate in the form of Exhibit D hereto. (E) Any Common Shares that are issued upon conversion of a Security before the date that is four months and a day after the original distribution date of such Security or any additional Additional Security shall bear the Canadian Legend.

Conversion Privilege; Restrictive Legends. (A) Subject to the provisions of Article III and this Article X, the Securities shall be convertible, in integral multiples of $1,000 principal amount, into Common Shares at any time until the close of business on the second (2nd) Business Day immediately preceding January 15February 1, 20312030. (B) The initial Conversion Rate shall be 80.2890 315.2088 Common Shares per $1,000 principal amount of Securities. The Conversion Rate shall be subject to adjustment in accordance with Sections 10.05 through 10.13. (C) A Holder may convert a portion of the principal amount of a Security if such portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of such Security. (D) Any Common Shares that are issued upon conversion of a Security that bears the Private Placement Legend shall also bear the Private Placement Legend. Any Common Shares that are issued upon conversion of a Security that does not bear the Private Placement Legend shall also not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares not bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver Common Shares that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver only Common Shares that bear the Private Placement Legend unless (i) the requested transfer is after the Resale Restriction Termination Date, (ii) there is delivered to the Company and the registrar and transfer agent for the Common Shares an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Common Shares has delivered to the registrar and transfer agent for the Common Shares a notice in the form of Exhibit C hereto, or (iv) provided that the Company is a "foreign issuer" as defined in Rule 902 of Regulation S under the Securities Act at the time of sale, such Security has been sold outside the United States in an offshore transaction pursuant to Regulation S under the Securities Act and the Holder selling such Securities has delivered to the registrar and transfer agent for the Common Shares a certificate in the form of Exhibit D hereto. (E) Any Common Shares that are issued upon conversion of a Security before the date that is four months and a day after the original distribution date of such Security or any additional Security shall bear the Canadian Legend.

Conversion Privilege; Restrictive Legends. (A) Subject to the provisions of Article III and this Article X, the Securities shall be convertible, in integral multiples of $1,000 principal amount, into Common Shares at any time until the close of business on the second (2nd) Business Day immediately preceding January October 15, 20312028. (B) The initial Conversion Rate shall be 80.2890 158.7302 Common Shares per $1,000 principal amount of Securities. The Conversion Rate shall be subject to adjustment in accordance with Sections 10.05 through 10.13. (C) A Holder may convert a portion of the principal amount of a Security if such portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of such Security. (D) Any Common Shares that are issued upon conversion of a Security that bears the Private Placement Legend shall also bear the Private Placement Legend. Any Common Shares that are issued upon conversion of a Security that does not bear the Private Placement Legend shall also not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares not bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver Common Shares that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver only Common Shares that bear the Private Placement Legend unless (i) the requested transfer is after the Resale Restriction Termination Date, (ii) there is delivered to the Company and the registrar and transfer agent for the Common Shares an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Common Shares has delivered to the registrar and transfer agent for the Common Shares a notice in the form of Exhibit C hereto, or (iv) provided that the Company is a "foreign issuer" as defined in Rule 902 of Regulation S under the Securities Act at the time of sale, such Security has been sold outside the United States in an offshore transaction pursuant to Regulation S under the Securities Act and the Holder selling such Securities has delivered to the registrar and transfer agent for the Common Shares a certificate in the form of Exhibit D hereto. (E) Any Common Shares that are issued upon conversion of a Security before the date that is four months and a day after the original distribution date of such Security or any additional Security shall bear the Canadian Legend.

Conversion Privilege; Restrictive Legends. (Aa) Subject to the provisions of Article III and this Article XThirteen and the other provisions of this Indenture, the Securities shall be convertibleincluding Section 2.06 hereof, in integral multiples of $1,000 principal amount, into Common Shares at any time until and from time to time, each Holder shall have the close right to convert all or any portion of business on the second (2nd) Business Day immediately preceding January 15, 2031Notes at such Holder’s option into a number of shares of Company Common Stock as described under Section 13.02(a)(1). (Bb) The initial Conversion Rate shall be 80.2890 Common Shares per $1,000 principal amount of Securities. The Conversion Rate shall be subject to adjustment in accordance with Sections 10.05 13.05 through 10.1313.13. (Cc) A Holder may convert a portion of the principal amount of a Security Note if such portion is $1,000 1.00 principal amount or an integral multiple of $1,000 principal amount1.00 in excess thereof. Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of such SecurityNote. (Dd) Any shares of Company Common Shares Stock that are issued upon conversion of a Security Note that bears the Private Placement Legend shall also bear the Private Placement Legend. Any shares of Company Common Shares Stock that are issued upon conversion of a Security Note that does not bear the Private Placement Legend shall also not bear the Private Placement Legend. Upon the transfer, exchange or replacement of shares of Company Common Shares Stock not bearing the Private Placement Legend, the registrar and transfer agent for the Company Common Shares Stock shall deliver Company Common Shares Stock that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of shares of Company Common Shares Stock bearing the Private Placement Legend, the registrar and transfer agent for the Company Common Shares Stock shall deliver only Company Common Shares Stock that bear the Private Placement Legend unless (i) the requested transfer is after the Resale Restriction Termination Date, Date or (ii) there is delivered to the Company and the registrar and transfer agent for the Company Common Shares Stock an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Common Shares has delivered to the registrar and transfer agent for the Common Shares a notice in the form of Exhibit C hereto, or (iv) provided that the Company is a "foreign issuer" as defined in Rule 902 of Regulation S under the Securities Act at the time of sale, such Security has been sold outside the United States in an offshore transaction pursuant to Regulation S under the Securities Act and the Holder selling such Securities has delivered to the registrar and transfer agent for the Common Shares a certificate in the form of Exhibit D hereto. (Ee) Any Upon receipt of shares of Company Common Shares that are issued Stock, a holder of such shares of Company Common Stock shall become a party to the Stockholders Agreement and such shares of Company Common Stock shall be made subject to the Stockholders Agreement, including the transfer restrictions set forth therein, if such holder is not already a party to the Stockholders Agreement and such shares of Company Common Stock would not automatically become subject to the Stockholders Agreement. (f) Notwithstanding any other provision of this Indenture, the Person in whose name the certificate for any shares of Company Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date. Upon a Security before the date that is four months and conversion of Notes, such Person shall no longer be a day after the original distribution date Holder of such Security or any additional Security shall bear the Canadian LegendNotes surrendered for conversion.

Conversion Privilege; Restrictive Legends. (Aa) Subject to the provisions of Article III Sections 3.4 and this Article X3.8, the Securities shall be convertible, in integral multiples convertible into shares of $1,000 principal amount, into Common Shares Stock at any time on or after the earlier of (x) the Registration Date or (y) two hundred seventy (270) days following the Issue Date but prior to the close of business on the Maturity Date, in accordance with this Article X and as set forth below. A Security, or portion of a Security, which has been called for Redemption pursuant to Paragraph 6 of the Securities may be surrendered for conversion into shares of Common Stock; provided, however, that such Security or portion thereof may be surrendered for conversion pursuant to this paragraph only until the close of business on the second (2nd) Business Day immediately preceding January 15, 2031Redemption Date. (Bb) The initial Conversion Rate Price shall be 80.2890 $8.14 per share of Common Shares per $1,000 principal amount of SecuritiesStock. The Conversion Rate Price shall be subject to adjustment in accordance with Sections 10.05 10.7 through 10.1310.12. (Cc) Whenever any event described in Section 10.1 shall occur which shall cause the Securities to become convertible into shares of Common Stock, the Company shall promptly deliver, in accordance with Section 12.2, written notice of the convertibility of the Securities to the Trustee and each Holder. Such written notice and public announcement shall include a description of such event, a description of the periods during which the Securities shall be convertible and the procedures by which a Holder may convert its Securities. At the Company’s request, upon reasonable prior written notice agreed to by the Trustee, the Trustee shall, in the Company’s name and at the Company’s expense, deliver to each Holder the written notice of the convertibility of the Securities required by this Section 10.1(c); provided, that the form and content of such notice shall be prepared by the Company. (d) A Holder may convert a portion of the principal amount of a such Security if such the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of such Securityit. (De) Any shares of Common Shares that are Stock issued upon conversion of a Security that bears the Private Placement Legend shall also bear the Private Placement Legend. Any Common Shares that are issued upon conversion of a Security that does not bear the Private Placement Legend shall also not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares not bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver Common Shares that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Common Shares bearing the Private Placement Legend, the registrar and transfer agent for the Common Shares shall deliver only Common Shares that bear the Private Placement Legend unless (i) the requested transfer is after the Resale Restriction Termination Date, (ii) there is delivered to the Company and the registrar and transfer agent for the Common Shares an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that neither until such legend nor the related restrictions on transfer shares are required in order to maintain compliance with the provisions of the Securities Act, (iii) such Security has been sold pursuant to an effective registration statement Registration Statement or until after the second anniversary of the later of the Issue Date and the last date on which the Company or any Affiliate was the owner of such shares or the Security (or any predecessor security) from which such shares were converted (or such shorter period of time as permitted by Rule 144(k) under the Securities Act and the Holder selling or any successor provision thereunder) (or such Common Shares has delivered to the registrar and transfer agent for the Common Shares a notice in the form longer period of Exhibit C hereto, or (iv) provided that the Company is a "foreign issuer" time as defined in Rule 902 of Regulation S may be required under the Securities Act at the time of saleor applicable state securities laws, such Security has been sold outside the United States as set forth in an offshore transaction pursuant to Regulation S under Opinion of Counsel, unless otherwise agreed by the Securities Act Company and the Holder selling such Securities has delivered to the registrar and transfer agent for the Common Shares a certificate in the form of Exhibit D heretothereof). (E) Any Common Shares that are issued upon conversion of a Security before the date that is four months and a day after the original distribution date of such Security or any additional Security shall bear the Canadian Legend.