trading day. If clause (i) is not permitted by applicable securities regulations, then only clause (ii) shall apply. The rights of conversion set forth in this Note and in all other Convertible Notes shall be exercised in whole, and not in part, on the same date.
(b)Notwithstanding anything in this Note to the contrary, any (i) Subordinated Voting Shares, (ii) dividends, (iii) distributions, (iv) shares or other securities or property in connection with a Capital Reorganization or (v) other amounts or property (other than any payment of interest due with respect to the Convertible Note Loans, which shall be paid to Lender), in each case, to be delivered or paid to Lender pursuant to this Note shall be delivered or paid by Parent to Lender, or to such other Person or Persons designated by Lender. If such delivery is of Subordinated Voting Shares, such delivery shall be in the form of either, at the option of Lender or such Person or Persons, a certificate or certificates or direct registration system (DRS) Advice(s) representing such Subordinate Voting Shares and register such certificate or certificates or DRS Advice(s) in the name of such recipient(s).
(c)If the conversion of this Note would result in the issuance of a fractional share, Parent shall, in lieu of issuance of any fractional share, pay Lender, or to such other Person or Persons as designated by Lender, a sum in cash equal to the product resulting from multiplying the then current fair market value of one Subordinate Voting Share of Parent by such fraction.
3.Adjustment to Conversion Price and Number of Subordinate Voting Shares of Parent Issuable upon Conversion of this Note. The Conversion Price and the number of Subordinate Voting Shares of Parent issuable to Lender upon conversion of this Note shall be subject to adjustment from time to time as follows:
(a)If, at any time prior to the Convertible Note Maturity Date, Parent shall:
(i)subdivide, redivide or change its then outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares of Parent;
(ii)consolidate, reduce or combine its then outstanding Subordinate Voting Shares into a lesser number of Subordinate Voting Shares of Parent; or
(iii)fix a record date for the issue of, or issue, Subordinate Voting Shares of Parent, or any securities of Parent (other than the Warrant Agreements issuable pursuant to the Credit Agreement), directly or indirectly, convertible into or exchangeable for Subordinate Voting Shares of Parent (“Convertible Securities”), to all or substantially all of the holders of Subordinate Voting Shares of Parent as a stock dividend or other distribution (other than a dividend paid in the ordinary course or Subordinate Voting Shares of Parent received, at the holder’s option, in lieu of a cash dividend paid in the ordinary course);
(any such event being referred to as a “Subordinate Voting Share Reorganization”), the Conversion Price shall be adjusted, effective immediately after the effective date or record date at which holders of Subordinate Voting Shares of Parent are determined for purposes of the Subordinate Voting Share Reorganization, by multiplying the Conversion Price in effect immediately prior to such effective date or record date, by a fraction of which:
(A)the numerator shall be the total number of Subordinate Voting Shares of Parent outstanding on such date before giving effect to such Subordinate Voting Share Reorganization; and
(B)the denominator shall be the number of Subordinate Voting Shares of Parent outstanding immediately after giving effect to such Subordinate Voting Share