Common use of Voting Alignment Clause in Contracts

Voting Alignment. The Debentureholders covenant and agree with the Corporation that, until the Maturity Date: (a) Debentureholders will not convert the Debentures in the circumstances of an unsolicited (hostile) take-over bid being made that constitutes a Change of Control, and will not tender the Debentures to such a bid, unless the board of directors of the Corporation shall subsequently recommend that shareholders accept such bid or the bidder takes-up and pays for sufficient Shares that it, and persons acting jointly or in concert with it, hold more than 66 2/3% of the outstanding Shares on a fully-diluted basis, (b) Debentureholders will not tender any Shares they hold as a result of the conversion of the Debentures or otherwise acquired by them to an unsolicited (hostile) take-over bid being made that constitutes a Change of Control, unless the board of directors of the Corporation shall subsequently recommend that shareholders accept such bid or the bidder takes-up and pays for sufficient Shares that it, and persons acting jointly or in concert with it, hold more than 66 2/3% of the outstanding Common Shares on a fully-diluted basis; and (c) Debentureholders will (i) exercise the votes attached to any and all Shares they hold as a result of the conversion of the Debentures and otherwise acquired by them and, to the extent they are afforded a voting right, the Debentures, in the manner recommended by the board of directors of the Corporation to the shareholders of the Corporation in respect of any Change of Control transaction, and deposit or tender such Shares to the Change of Control transaction, and

Voting Alignment. The Debentureholders covenant and agree with the Corporation that, until the Maturity Date: (a) Debentureholders will not convert the Debentures in the circumstances of an unsolicited (hostile) take-over bid being made that constitutes a Change of Control, and will not tender the Debentures to such a bid, unless the board of directors of the Corporation shall subsequently recommend that shareholders accept such bid or the bidder takes-up and pays for sufficient Shares that it, and persons acting jointly or in concert with it, hold more than 66 2/3% of the outstanding Shares on a fully-diluted basis, (b) Debentureholders will not tender any Shares they hold as a result of the conversion of the Debentures or otherwise acquired by them to an unsolicited (hostile) take-over bid being made that constitutes a Change of Control, unless the board of directors of the Corporation shall subsequently recommend that shareholders accept such bid or the bidder takes-up and pays for sufficient Shares that it, and persons acting jointly or in concert with it, hold more than 66 2/3% of the outstanding Common Shares on a fully-diluted basis; and (c) Debentureholders will (i) exercise the votes attached to any and all Shares they hold as a result of the conversion of the Debentures and otherwise acquired by them and, to the extent they are afforded a voting right, the Debentures, in the manner recommended by the board of directors of the Corporation to the shareholders of the Corporation in respect of any Change of Control transaction, and deposit or tender such Shares to the Change of Control transaction, andand (ii) abstain from voting or withhold such votes if any person is proposing to elect one or more individuals to the Corporation’s board of directors who are not nominees proposed by the Corporation’s management. The Trustee shall have no duty or responsibility with regards to matters in this Section 3.11.