Common use of Participating Dividends Clause in Contracts

Participating Dividends. (i) Each holder of issued and outstanding Convertible Preference Shares will be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends for each Convertible Preference Share, dividends of the same type as any dividends or other distribution, whether in cash, in kind or in other property, payable or to be made on outstanding Class A Subordinate Voting Shares of the Corporation (the “Class A Shares”), in an amount equal to the amount of such dividends or other distribution as would be made on the number of Class A Shares into which such Convertible Preference Shares could be converted on the applicable record date for such dividends or other distribution on the Class A Shares, without giving effect to the limitations set forth in SECTION 5(b) after aggregating all shares held by the same holder (the “Participating Dividends”) and disregarding any rounding for fractional amounts; provided, however, that notwithstanding the above, the holders of Convertible Preference Shares shall not be entitled to receive any dividends or distributions for which an adjustment to the Conversion Price (as defined below) shall be made pursuant to SECTION 5(f)(i)(A) or SECTION 5(f)(ii) (and such dividends or distributions that are not payable to the holders of Convertible Preference Shares as a result of this proviso shall not be deemed to be Participating Dividends). (ii) Participating Dividends are payable at the same time as and when such dividends or other distributions on the Class A Shares are paid to the holders of Class A Shares and are payable to holders of record of Convertible Preference Shares on the record date for the corresponding dividend or distribution on the Class A Shares.

Participating Dividends. (i) Each holder In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock (which dividends and distributions shall be subject to Section 4(b)(iv)), the holders of issued and outstanding Convertible Preference Shares will each share of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, when, receive as and if declared by the Board of Directors, out of funds legally available for the payment of additional dividends for each Convertible Preference Share, dividends of the same type as any dividends or other distribution, whether in cash, in kind or in other property, payable or to be made on outstanding Class A Subordinate Voting Shares of the Corporation (the “Class A Shares”), in an amount equal to the amount of such dividends or other distribution as would be made on the number of Class A Shares into which such Convertible Preference Shares could be converted on the applicable record date for such dividends or other distribution on the Class A Shares, without giving effect to the limitations set forth in SECTION 5(b) after aggregating all shares held by the same holder (the “Participating Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and disregarding any rounding for fractional amountsin the form) of the dividends or distributions that such holder would have received had such share of Series A Preferred Stock been converted as of the date immediately prior to the record date of such dividend or distribution on the Common Stock into the number of shares of Common Stock into which such share of Series A Preferred Stock would have been convertible as of such date (assuming such conversion was made pursuant to Section 5(a), without giving effect to the Conversion Restrictions); provided, however, that notwithstanding the aboveforegoing, if the Company declares and pays a dividend or makes a distribution on the Common Stock consisting in whole or in part of Common Stock, then no such Participating Dividend shall be payable in respect of the Series A Preferred Stock on account of the portion of such dividend or distribution on the Common Stock that is payable in Common Stock and in lieu thereof, the anti-dilution adjustment in Section 5(d)(i) shall apply; provided, further, that if holders of Convertible Preference Shares shall not be entitled a majority of the Series A Preferred Stock then outstanding waive the right to receive any dividends such Participating Dividends to be received in connection with or distributions for which an adjustment to the Conversion Price (as defined belowpart of a Fundamental Corporate Transaction, Section 5(d)(iii) shall be made pursuant to SECTION 5(f)(i)(A) or SECTION 5(f)(ii) (and such dividends or distributions that are not payable to the holders of Convertible Preference Shares as a result of this proviso shall not be deemed to be Participating Dividends)apply. (ii) Participating Dividends are payable at the same time as and when such dividends dividend or other distributions distribution on the Class A Shares are Common Stock is paid to the holders of Class A Shares Common Stock and are payable to holders of record of Convertible Preference Shares on the record date for the corresponding no such dividend or distribution on Common Stock shall be made unless and until the Class full amount of the Participating Dividends are paid (or are concurrently being paid) to the holders of Series A SharesPreferred Stock pursuant to this Section 2(b). Prior to declaring any dividend or making any distribution on or with respect to shares of Common Stock, the Company shall take all prior corporate actions necessary to authorize the issuance of any securities payable as a dividend in respect of the Series A Preferred Stock.

Participating Dividends. (i) Each holder of issued and outstanding Convertible Preference Shares Series A Preferred Stock will be entitled to receive, when, as and if declared by the Board of DirectorsBoard, out of funds legally available for the payment of dividends for each Convertible Preference Shareshare of Series A Preferred Stock, dividends of the same type as any dividends or other distribution, whether in cash, in kind or in other property, payable or to be made on outstanding Class A Subordinate Voting Shares shares of the Corporation (the “Class A Shares”)Common Stock, in an amount equal to the amount of such dividends or other distribution as would be made on the number of Class A Shares shares of Common Stock into which such Convertible Preference Shares share of Series A Preferred Stock could be converted on the applicable record date for such dividends or other distribution on the Class A SharesCommon Stock, without giving effect to the limitations set forth in SECTION 5(b) after aggregating all shares held by the same holder (the “Participating Dividends”) and disregarding any rounding for fractional amounts); provided, however, that notwithstanding the above, the holders of Convertible Preference Shares Series A Preferred Stock shall not be entitled to receive any dividends or distributions for which an adjustment to the Conversion Price (as defined below) shall be made pursuant to SECTION 5(f)(i)(A) or SECTION 5(f)(ii) (and such dividends or distributions that are not payable to the holders of Convertible Preference Shares Series A Preferred Stock as a result of this proviso shall not be deemed to be Participating Dividends). (ii) Participating Dividends are payable at the same time as and when such dividends dividend or other distributions distribution on the Class A Shares are Common Stock is paid to the holders of Class A Shares Common Stock and are payable to holders of record of Convertible Preference Shares Series A Preferred Stock on the record date for the corresponding dividend or distribution on the Class A SharesCommon Stock; provided, however, that no dividend or distribution on Common Stock shall be made to holders of the Common Stock unless and until (A) all accrued and unpaid Regular Dividends and Additional Dividends (other than Regular Dividends accruing pursuant to SECTION 2(a)(i) in respect of the applicable Dividend Period in which the Participating Dividend is paid) have been paid in full and (B) the Participating Dividends are paid (or are concurrently being paid) pursuant to SECTION 2(b)(ii) hereof.

Participating Dividends. (i) Each holder of issued and outstanding Convertible Preference Shares will be entitled to receive, when, as and if declared by If the Board of Directors, out of funds legally available for the payment of dividends for each Convertible Preference Share, dividends or a duly authorized committee of the same type as Board of Directors, declares and pays a cash dividend in respect of Class A Common Stock or any dividends other dividend or other distribution, whether distribution in cash, respect of Class A Common Stock for which no adjustment in kind or in other property, payable or the Conversion Rate is required to be made on outstanding Class A Subordinate Voting Shares pursuant to Section 9 (other than Section 9(d)) or Section 10 (other than a distribution of rights issued pursuant to a stockholders’ rights plan (in which event the provisions of Section 9(h) shall apply), then the Board of Directors, or a duly authorized committee of the Corporation (the “Class A Shares”)Board of Directors, in an amount equal shall declare and pay to the amount Holders of the Series A-1 Preferred Stock, on the same dates on which such dividends cash dividend (or other distribution dividend or distribution) is declared or paid, as would be made on the number of Class A Shares into which such Convertible Preference Shares could be converted on the applicable record date for such dividends or other distribution applicable, on the Class A SharesCommon Stock, without giving effect a dividend or distribution in the same form and in an amount per share of Series A-1 Preferred Stock equal to the limitations set forth product of (i) the per share dividend or distribution declared and paid in SECTION 5(brespect of each share of Class A Common Stock and (ii) after aggregating all the number of shares held by of Class A Common Stock into which such share of Series A-1 Preferred Stock is then convertible on the same holder (the “Participating Dividends”) and disregarding any rounding Record Date for fractional amountssuch dividend or distribution6; provided, however, that notwithstanding (x) until such dividend or distribution (and each other dividend or distribution declared or (to the aboveextent the applicable Dividend Payment Date has occurred) accrued on the Series A-1 Preferred Stock, including under Section 4.1(b)) has been paid in full in respect of Series A-1 Preferred Stock, the Company may not make any payment of such dividend or distribution with respect to any class or series of capital stock that ranks junior to the Series A-1 Preferred Stock with respect to dividend rights and (y) to the extent that the Company declares a dividend on the Series A-1 Preferred Stock and any class or series of capital stock that ranks on parity with the Series A-1 Preferred Stock with respect to dividend rights but does not make the full payment of such declared dividends, the Company shall allocate the dividend payments on a pro rata basis among the Holders of the Series A-1 Preferred Stock and the holders of Convertible Preference Shares shall not be entitled any class or series of capital stock that ranks on parity with the Series A-1 Preferred Stock with respect to receive dividend rights. No cash dividend (or any dividends other dividend or distributions distribution for which an no adjustment to the Conversion Price (as defined below) shall Rate is required to be made pursuant to SECTION 5(f)(i)(A) Section 9 or SECTION 5(f)(ii) Section 10 (other than a 6 Note to Draft: [This and such dividends or distributions that are not payable to other as-converted amounts in the holders Series A-2 Certificate will take into account the number of Convertible Preference Shares as a result of this proviso shall not be deemed to be Participating Dividends). (ii) Participating Dividends are payable at the same time as and when such dividends or other distributions on the Class A Shares are paid to the holders shares of Class A Shares and are payable Common Stock into which the number of shares of Series A-1 Preferred Stock underlying such Series A-2 Preferred Stock is then convertible (assuming for this purpose that the Requisite Stockholder Approval has been obtained).] distribution of rights issued pursuant to holders a stockholders’ rights plan (in which event the provisions of record of Convertible Preference Shares Section 9(h) shall apply)) may be declared or paid (other than on the record date for Series A-1 Preferred Stock) unless the corresponding dividend or distribution on Board of Directors and the Class A SharesCompany comply with this Section 4(c).

Participating Dividends. (i) Each holder of issued and outstanding shares of Series 8 Convertible Preference Shares Preferred Stock (the “Series 8 Convertible Preferred Shares”) will be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends for each Series 8 Convertible Preference Preferred Share, dividends of the same type as any dividends or other distribution, whether in cash, in kind or in other property, payable or to be made on outstanding shares of Class A Subordinate Voting Shares Common Stock of the Corporation (the “Class A Shares”), in an amount equal to the amount of such dividends or other distribution as would be made on the number of Class A Shares into which such Series 8 Convertible Preference Preferred Shares could be converted on the applicable record date for such dividends or other distribution on the Class A Shares, without giving effect to the limitations set forth in SECTION 5(b6(b) after aggregating all shares held by the same holder (the “Participating Dividends”) and disregarding any rounding for fractional amounts; provided, however, that notwithstanding the above, the holders of Series 8 Convertible Preference Preferred Shares shall not be entitled to receive any dividends or distributions for which an adjustment to the Conversion Price (as defined below) shall be made pursuant to SECTION 5(f)(i)(A6(f)(i)(A) or SECTION 5(f)(ii6(f)(ii) (and such dividends or distributions that are not payable to the holders of Series 8 Convertible Preference Preferred Shares as a result of this proviso shall not be deemed to be Participating Dividends). (ii) Participating Dividends are payable at the same time as and when such dividends or other distributions on the Class A Shares are paid to the holders of Class A Shares and are payable to holders of record of Series 8 Convertible Preference Preferred Shares on the record date for the corresponding dividend or distribution on the Class A Shares.

Participating Dividends. (i) Each holder of issued and outstanding Convertible Preference Series 6 Preferred Shares will be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends for each Convertible Preference Series 6 Preferred Share, dividends of the same type as any dividends or other distribution, whether in cash, in kind or in other property, payable or to be made on outstanding Class A Subordinate Voting Shares of the Corporation (the “Class A Shares”), in an amount equal to the amount of such dividends or other distribution as would be made on the number of Class A Shares into which such Convertible Preference Series 6 Preferred Shares could be converted on the applicable record date for such dividends or other distribution on the Class A Shares, without giving effect to the limitations set forth in SECTION 5(b6(b) after aggregating all shares held by the same holder (the “Participating Dividends”) and disregarding any rounding for fractional amounts; provided, however, that notwithstanding the above, the holders of Convertible Preference Series 6 Preferred Shares shall not be entitled to receive any dividends or distributions for which an adjustment to the Conversion Price (as defined below) shall be made pursuant to SECTION 5(f)(i)(A6(f)(i)(A) or SECTION 5(f)(ii6(f)(ii) (and such dividends or distributions that are not payable to the holders of Convertible Preference Series 6 Preferred Shares as a result of this proviso shall not be deemed to be Participating Dividends). (ii) Participating Dividends are payable at the same time as and when such dividends or other distributions on the Class A Shares are paid to the holders of Class A Shares and are payable to holders of record of Convertible Preference Series 6 Preferred Shares on the record date for the corresponding dividend or distribution on the Class A Shares.

Participating Dividends. (i) Each holder of issued and outstanding Convertible Preference Shares will Holders shall be entitled to receive, and the Corporation shall pay, dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form and at the same time as dividends declared and paid on the outstanding shares of Common Stock when, as and if such dividends (other than dividends in the form of Common Stock) are declared by the Board of Directors, out of funds legally available for the payment of dividends for each Convertible Preference Share, dividends and paid on shares of the same type as any dividends or other distribution, whether in cash, in kind or in other property, payable or to be made on outstanding Class A Subordinate Voting Shares of the Corporation (the “Class A Shares”), in an amount equal to the amount of such dividends or other distribution as would be made on the number of Class A Shares into which such Convertible Preference Shares could be converted on the applicable record date for such dividends or other distribution on the Class A Shares, without giving effect to the limitations set forth in SECTION 5(b) after aggregating all shares held by the same holder (the “Participating Dividends”) and disregarding any rounding for fractional amountsCommon Stock; provided, however, that notwithstanding the above, the holders of Convertible Preference Shares shall not be entitled to receive any dividends or distributions for which an adjustment to the Conversion Price (as defined belowi) shall be made pursuant to SECTION 5(f)(i)(A) or SECTION 5(f)(ii) (and such dividends or distributions that are not payable to the holders of Convertible Preference Shares as a result of this proviso shall not be deemed to be Participating Dividends). (ii) Participating Dividends are payable at the same time as and when such dividends or other distributions on the Class A Shares are payable in shares of Common Stock or rights to acquire shares of Common Stock may be declared and paid to the holders of Class Common Stock without the same dividend or distribution being declared and paid to the holders of the Series A Shares Preferred Stock if, and only if, a dividend payable in shares of Series A Preferred Stock, or rights to acquire shares of Series A Preferred Stock, are declared and paid to the holders of Series A Preferred Stock at the same as-converted rate and with the same record date and payment date and (ii) dividends or other distributions payable in shares of Series A Preferred Stock or rights to acquire shares of Series A Preferred Stock may be declared and paid to the holders of Series A Preferred Stock without the same dividend or distribution being declared and paid to the holders of the Common Stock if, and only if, a dividend payable in shares of Common Stock or rights to acquire shares of Common Stock are declared and paid to the holders of Common Stock at the same rate and with the same record date and payment date; and provided, further, that nothing in the foregoing shall prevent the Corporation from declaring and paying dividends or other distributions payable in shares of Common Stock or rights to acquire shares of Common Stock to holders of record each of Convertible Preference Shares the Common Stock and the Series A Preferred Stock on an as-converted to Common Stock pro rata basis. If the conversion date for any shares of Series A Preferred Stock is after the close of business on a record date for but prior to the corresponding payment date for such dividend or distribution on distribution, the Class A SharesHolder of such shares as of such record date shall be entitled to receive such dividend or distribution, notwithstanding the conversion of such shares prior to the applicable payment date.

Participating Dividends. (i) Each holder of issued and outstanding Convertible Preference Shares will be entitled to receive, when, as and if declared by If the Board of Directors, out of funds legally available for the payment of dividends for each Convertible Preference Share, dividends or a duly authorized committee of the same type as Board of Directors, declares and pays a cash dividend in respect of Common Stock or any dividends other dividend or other distribution, whether distribution in cash, respect of Common Stock for which no adjustment in kind or in other property, payable or the Conversion Price is required to be made on outstanding Class A Subordinate Voting Shares pursuant to Section 11, then the Board of Directors, or a duly authorized committee of the Corporation Board of Directors, shall declare and pay to the Holders of the Series A Preferred Stock, on the same dates on which such cash dividend (or other dividend or distribution) is declared or paid, as applicable, on the “Class A Shares”)Common Stock, a dividend or distribution in the same form and in an amount per share of Series A Preferred Stock equal to the amount product of such dividends (i) the per share dividend or other distribution as would be made on declared and paid in respect of each share of Common Stock and (ii) the number of Class A Shares shares of Common Stock into which such Convertible Preference Shares could be converted share of Series A Preferred Stock is then convertible on the applicable record date Record Date for such dividends dividend or other distribution on the Class A Shares, without giving effect to the limitations set forth in SECTION 5(b) after aggregating all shares held by the same holder (the “Participating Dividends”) and disregarding any rounding for fractional amountsdistribution; provided, however, that notwithstanding (x) until such dividend or distribution (and each other dividend or distribution declared or (to the aboveextent the applicable Dividend Payment Date has occurred) accrued on the Series A Preferred Stock, including under Section 4(b)) has been paid in full in respect of Series A Preferred Stock, the Company may not make any payment of such dividend or distribution with respect to any class or series of capital stock that ranks junior to the Series A Preferred Stock with respect to dividend rights and (y) to the extent that the Company declares a dividend on the Series A Preferred Stock and any class or series of capital stock that ranks on parity with the Series A Preferred Stock with respect to dividend rights but does not have sufficient legally available funds to make the full payment of such declared dividends, the Company shall allocate the dividend payments on a pro rata basis among the Holders of the Series A Preferred Stock and the holders of Convertible Preference Shares shall not be entitled any class or series of capital stock that ranks on parity with the Series A Preferred Stock with respect to receive dividend rights. No cash dividend (or any dividends other dividend or distributions distribution for which an no adjustment to the Conversion Price (as defined below) shall is required to be made pursuant to SECTION 5(f)(i)(ASection 11) may be declared or SECTION 5(f)(ii) (paid unless the Board of Directors and such dividends or distributions that are not payable to the holders of Convertible Preference Shares as a result of Company comply with this proviso shall not be deemed to be Participating DividendsSection 4(c). (ii) Participating Dividends are payable at the same time as and when such dividends or other distributions on the Class A Shares are paid to the holders of Class A Shares and are payable to holders of record of Convertible Preference Shares on the record date for the corresponding dividend or distribution on the Class A Shares.

Participating Dividends. (i) Each holder of issued and outstanding Convertible Preference Shares will The Holders shall also be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends for each Convertible Preference ShareBoard, dividends per share of Series A Preferred Stock of an amount equal to the same type as aggregate amount of any dividends or other distributiondistributions, whether in cash, in kind or in other propertyproperty (including, payable or to be made for the avoidance of doubt, any securities), paid on outstanding Class A Subordinate Voting Shares shares of the Corporation (the “Class A Shares”), in an amount equal to the amount of such dividends or other distribution as would be made Common Stock on a per share basis based on the number of Class A Shares shares of Common Stock into which such Convertible Preference Shares share of Series A Preferred Stock could be converted on the applicable record date for such dividends or other distribution distributions, assuming such shares of Common Stock were outstanding on the Class A Shares, without giving effect to the limitations set forth in SECTION 5(b) after aggregating all shares held by the same holder applicable record date for such dividend or other distributions (the “Participating Dividends”) and disregarding any rounding for fractional amounts; provided, however, that notwithstanding the above, the holders of Convertible Preference Shares shall not be entitled to receive any dividends or distributions for which an adjustment to the Conversion Price (as defined below) ). Participating Dividends shall be made pursuant to SECTION 5(f)(i)(A) or SECTION 5(f)(ii) (and such dividends or distributions that are not payable to the holders of Convertible Preference Shares as a result of this proviso shall not be deemed to be Participating Dividends). (ii) Participating Dividends are payable at the same time as and when such dividends or other distributions on the Class A Shares are paid to the holders of Class A Shares and shares of Common Stock. Participating Dividends are payable to on a cumulative basis once declared, whether or not there shall be funds legally available for the payment thereon. The Company shall not declare or pay any dividends on shares of Common Stock unless the holders of record the Series A Preferred Stock then outstanding shall simultaneously receive Participating Dividends on a pro rata basis as if the shares of Convertible Preference Shares on Series A Preferred Stock had been converted into shares of Common Stock immediately prior to the record date for determining the corresponding dividend stockholders eligible to receive such dividends. If the Company distributes any rights pursuant to any stockholder rights plan on or after the date hereof, then such distribution on will not require a Participating Dividend except to the Class extent provided in the immediately following sentence. If any shares of Common Stock are issued upon conversion of any share of Series A SharesPreferred Stock and, at the time of such conversion, the Company has in effect any stockholder rights plan, then the holder of such share of Series A Preferred Stock will be entitled to receive, in addition to, and concurrently with the delivery of, the consideration otherwise payable under this Certificate of Designations upon such conversion, the rights set forth in such stockholder rights plan, unless such rights have separated from the shares of Common Stock at such time, in which case such separation will require, at the time of such separation, a Participating Dividend pursuant to this Section 4(b).

Participating Dividends. From and after the Issuance Date, the Holders on the record date fixed for holders of Common Shares for dividends or distributions (ior, in the event no such date is fixed prior to the Preferential Dividend Record Date, on the Preferential Dividend Record Date) Each holder of issued and outstanding Convertible Preference Shares will shall be entitled to receive, when, as to the fullest extent permitted by law and if declared by the Board of Directors, out of funds legally lawfully available for therefor, concurrently with the payment of regular quarterly cash dividends (or, in the event no such regular quarterly cash dividends are made, on the Preferential Dividend Date) paid to the holders of Common Shares, the greater of (A) such regular quarterly cash dividends paid to the holders of Common Shares to the same extent as if such Holders had converted the Series A Preferred Shares into Common Shares (without regard to any limitations on conversion) and had held such Common Shares on such record date and (B) US$0.27 (as adjusted for each Convertible Preference Shareany share dividend, dividends share split, share combination, reclassification or similar transaction relating to the Common Shares occurring after the Subscription Date) per Common Share issuable upon conversion of the same type as any dividends or other distribution, whether in cash, in kind or in other property, payable or Series A Preferred Shares pursuant to be made on outstanding Class A Subordinate Voting Shares of the Corporation (the “Class A Shares”), in an amount equal to the amount of such dividends or other distribution as would be made on the number of Class A Shares into which such Convertible Preference Shares could be converted Section 6(a) on the applicable record date for payment of such dividends or other distribution dividend (without regard to any limitations on conversion) (the Class A Shares"Participating Dividends" and together with the Preferential Dividends, without giving effect the "Dividends"). For the avoidance of doubt, Holders shall be entitled to receive to the limitations fullest extent permitted by law and out of funds lawfully available therefor the Participating Dividend set forth in SECTION Section 5(b)(B) each Calendar Quarter regardless of whether a regular quarterly cash dividend is declared on the Common Shares. Notwithstanding anything to the contrary set forth in this Section 5(b) after aggregating all shares held ), in no event shall the Participating Dividend include any special cash dividend payable to the holders of Common Shares, including the special cash dividend, if any, to be declared and paid in connection with the transactions contemplated by the same holder Merger Agreement (the “Participating Dividends”) and disregarding any rounding for fractional amounts"IAA Special Dividend"); provided, however, for the avoidance of doubt, that notwithstanding the abovespecial cash dividends, including, without limitation, the holders of Convertible Preference Shares IAA Special Dividend, shall not be entitled to receive any dividends or distributions for which an adjustment to adjust the Conversion Price (as defined below) shall be made pursuant to SECTION 5(f)(i)(A) or SECTION 5(f)(ii) (and such dividends or distributions that are not payable to the holders of Convertible Preference Shares as a result of this proviso shall not be deemed to be Participating DividendsRate in accordance with Section 7(a)(iii). (ii) Participating Dividends are payable at the same time as and when such dividends or other distributions on the Class A Shares are paid to the holders of Class A Shares and are payable to holders of record of Convertible Preference Shares on the record date for the corresponding dividend or distribution on the Class A Shares.

Participating Dividends. (i) Each holder of issued and outstanding Convertible Preference Shares Series C Preferred Stock will be entitled to receive, when, as and if declared by the Board of DirectorsBoard, out of funds legally available for the payment of dividends for each Convertible Preference Shareshare of Series C Preferred Stock, dividends of the same type as any dividends or other distribution, whether in cash, in kind or in other property, payable or to be made on outstanding Class A Subordinate Voting Shares shares of Common Stock (or Reference Property, to the Corporation (the “Class A Shares”extent applicable), in an amount equal to the amount of such dividends or other distribution as would be made on the largest number of Class A Shares shares of Common Stock (or Reference Property, to the extent applicable) into which such Convertible Preference Shares share of Series C Preferred Stock could be converted on the applicable record date for such dividends or other distribution on the Class A SharesCommon Stock (or Reference Property, to the extent applicable), assuming such converted shares of Common Stock (or Reference Property, to the extent applicable) were outstanding on the applicable record date for such dividend or other distribution and without giving effect to the limitations set forth in SECTION 5(b) after aggregating all shares held by the same holder (the “Participating Dividends”) and disregarding any rounding for fractional amounts); provided, however, that notwithstanding the above, the holders of Convertible Preference Shares Series C Preferred Stock shall not be entitled to receive any dividends or distributions for which an adjustment to the Conversion Price (as defined below) shall be made pursuant to SECTION 5(f)(i)(A) or SECTION 5(f)(ii) (and such dividends or distributions that are not payable to the holders of Convertible Preference Shares Series C Preferred Stock as a result of this proviso shall not be deemed to be Participating Dividends); provided, further, however, that notwithstanding the above, the holders of Series C Preferred Stock shall not be entitled to receive any dividends or distributions of Rights if, following the occurrence of a Distribution Date in respect of such Rights, an adjustment to the Conversion Price would be made pursuant to SECTION 5(f)(ii) (assuming, for purposes of this SECTION 2(a), that the holder of such shares of Series C Preferred Stock were not an Acquiring Person or an Affiliate (as defined in the Company Rights Plan or its comparable term/provision under any successor or substitute shareholder rights plan) or an Associate (as defined in the Company Rights Plan or its comparable term/provision under any successor or substitute shareholder rights plan) of such Acquiring Person)(and such dividends or distributions that are not payable to the holders of Series C Preferred Stock as a result of this proviso shall not be deemed to be Participating Dividends). (iii) Participating Dividends are payable at the same time as and when such dividends dividend or other distributions distribution on Common Stock (or Reference Property, to the Class A Shares are extent applicable) is paid to the holders of Class A Shares and are payable Common Stock (or Reference Property, to holders of record of Convertible Preference Shares on the record date for the corresponding extent applicable); provided, however, that no such dividend or distribution on Common Stock (or Reference Property, to the Class A Sharesextent applicable) shall be made unless and until the Participating Dividends are paid (or are concurrently being paid) pursuant to this SECTION 2(a)(i).