Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) Notwithstanding anything herein to the contrary, the Conversion Rate applicable to each Note that is surrendered for conversion, in accordance with this Article 15, at any time from, and including, the effective date of a Make-Whole Fundamental Change until, and including, the close of business on the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 30th Trading Day immediately following the effective date of such Make-Whole Fundamental Change) corresponding to such Make-Whole Fundamental Change, shall be increased by a number of additional Common Shares (the “Additional Shares”) as set forth in the table below by reference to the effective date of such Make-Whole Fundamental Change (the “Effective Date”) and the Share Price for such Make-Whole Fundamental Change: June 5, 2009 6.2522 4.7013 2.9552 1.9655 1.3664 0.9840 0.7289 0.5521 0.4256 0.3326 0.2624 0.2085 0.1663 0.1327 August 1, 2010 6.2522 4.6757 2.8256 1.8084 1.2134 0.8468 0.6106 0.4522 0.3421 0.2630 0.2047 0.1606 0.1266 0.0999 August 1, 2011 6.2522 4.4906 2.5569 1.5414 0.9784 0.6507 0.4509 0.3237 0.2391 0.1807 0.1387 0.1077 0.0840 0.0655 August 1, 2012 6.2522 4.0596 2.0782 1.1206 0.6412 0.3912 0.2546 0.1757 0.1273 0.0956 0.0736 0.0574 0.0449 0.0350 August 1, 2013 6.2522 3.2419 1.2744 0.5038 0.2140 0.1055 0.0628 0.0439 0.0336 0.0269 0.0218 0.0177 0.0141 0.0110 August 1, 2014 6.2522 1.3815 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 provided, however, that: (i) if the actual Share Price of such Make-Whole Fundamental Change is between two Share Prices listed in the table above under the column titled “Share Price,” or if the actual Effective Date of such Make-Whole Fundamental Change is between two Effective Dates listed in the table above in the row immediately below the title “Effective Date,” then the number of Additional Shares shall be determined by linear interpolation between the number of Additional Shares set forth for such higher and lower Share Prices, or for such earlier and later Effective Dates based on a 365 day year, as applicable; (ii) if the actual Share Price of such Make-Whole Fundamental Change is greater than $165.00 per share (subject to adjustment in the same manner as the Share Price as provided in clause (iii) below), or if the actual Share Price of such Make-Whole Fundamental Change is less than $36.91 per share (subject to adjustment in the same manner as the Share Price as provided in clause (iii) below), then the number of Additional Shares shall be equal to zero and this Section 15.03 shall not require the Company to increase the Conversion Rate with respect to such Make-Whole Fundamental Change; (iii) if an event occurs that requires, pursuant to this Article 15 (other than solely pursuant to this Section 15.03), an adjustment to the Conversion Rate, then, on the date and at the time such adjustment is so required to be made, each price set forth in the table above under the column titled “Share Price” shall be deemed to be adjusted so that such Share Price, at and after such time, shall be equal to the product of (1) such Share Price as in effect immediately before such adjustment to such Share Price and (2) a fraction whose numerator is the Conversion Rate in effect immediately before such adjustment to the Conversion Rate and whose denominator is the Conversion Rate to be in effect, in accordance with this Article 15, immediately after such adjustment to the Conversion Rate; (iv) the number of Additional Shares set forth in the table above shall be adjusted in the same manner in which, and for the same events for which, the Conversion Rate is to be adjusted pursuant to Section 15.04; and (v) in no event will the total number of Common Shares issuable upon conversion of the Notes exceed 27.0929 per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 15.04. (b) No later than five Business Days after the actual Effective Date of each Make-Whole Fundamental Change, the Company shall mail to each Noteholder, the Trustee and the Conversion Agent written notice of, and shall issue a press release indicating, such Effective Date and the amount by which the Conversion Rate has been so increased. (c) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change pursuant to Section 15.01(b)(iii), the Company shall, at its option, satisfy the Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement pursuant to Section 15.02(b); provided, however, that if the consideration for Common Shares in any Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Share Price for the transaction and shall be deemed to be an amount equal to the Conversion Rate (as increased by any Additional Shares) multiplied by such Share Price. In such event, the Conversion Obligation will be determined and paid to holders, subject to the limitations prescribed under Section 15.06, on the third Business Day following the Conversion Date.
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Sources: Indenture (Goldcorp Inc)
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (aA) Notwithstanding anything herein in the Indenture to the contrary, the Conversion Rate applicable to each Note that is surrendered for conversion, in accordance with this Article 15IX, at any time during the period (the “Make-Whole Conversion Period”) from, and including, the effective date (the “Effective Date”) of a Make-Whole Fundamental Change untilto, and including, the close Close of business Business on the Business Day immediately prior to the related Fundamental Change Purchase Repurchase Date (oror if the Make-Whole Fundamental Change is not a Fundamental Change, in the case of date that is thirty (30) Business Days after such Effective Date), shall be increased to an amount equal to the Conversion Rate that would, but for this Section 9.15, otherwise apply to such Note pursuant to this Article IX, plus an amount equal to the Make-Whole Applicable Increase.
(B) As used herein, “Make-Whole Applicable Increase” shall mean, with respect to a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereofChange, the 30th Trading Day immediately amount, set forth in the following table, which corresponds to the effective date Effective Date and the Applicable Price of such Make-Whole Fundamental Change) corresponding to such Make-Whole Fundamental Change: November 10, shall be increased by a number of additional Common Shares (2010 2.8758 2.7333 2.3935 2.1099 1.6692 1.3498 1.1126 0.9325 0.7932 0.6832 0.4915 0.3700 0.2871 0.2269 November 15, 2011 2.8758 2.7046 2.3384 2.0352 1.5708 1.2415 1.0027 0.8258 0.6924 0.5893 0.4160 0.3106 0.2403 0.1900 November 15, 2012 2.8758 2.6234 2.2277 1.9037 1.4167 1.0820 0.8476 0.6802 0.5585 0.4678 0.3230 0.2398 0.1860 0.1479 November 15, 2013 2.8758 2.4691 2.0375 1.6898 1.1821 0.8507 0.6321 0.4857 0.3863 0.3166 0.2147 0.1607 0.1265 0.1019 November 15, 2014 2.8758 2.2306 1.7386 1.3524 0.8216 0.5126 0.3367 0.2368 0.1797 0.1452 0.1022 0.0803 0.0652 0.0534 provided, however, that where the “Additional Shares”) exact Applicable Price and Effective Date are not as set forth in the table below by reference to the effective date of such Make-Whole Fundamental Change (the “Effective Date”) and the Share Price for such Make-Whole Fundamental Change: June 5, 2009 6.2522 4.7013 2.9552 1.9655 1.3664 0.9840 0.7289 0.5521 0.4256 0.3326 0.2624 0.2085 0.1663 0.1327 August 1, 2010 6.2522 4.6757 2.8256 1.8084 1.2134 0.8468 0.6106 0.4522 0.3421 0.2630 0.2047 0.1606 0.1266 0.0999 August 1, 2011 6.2522 4.4906 2.5569 1.5414 0.9784 0.6507 0.4509 0.3237 0.2391 0.1807 0.1387 0.1077 0.0840 0.0655 August 1, 2012 6.2522 4.0596 2.0782 1.1206 0.6412 0.3912 0.2546 0.1757 0.1273 0.0956 0.0736 0.0574 0.0449 0.0350 August 1, 2013 6.2522 3.2419 1.2744 0.5038 0.2140 0.1055 0.0628 0.0439 0.0336 0.0269 0.0218 0.0177 0.0141 0.0110 August 1, 2014 6.2522 1.3815 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 provided, however, thatabove:
(i) if the actual Share Price of such Make-Whole Fundamental Change is between two Share Prices listed in the table above under the column titled “Share Price,” or if the actual Effective Date of such Make-Whole Fundamental Change is between two Effective Dates listed in the table above in the row immediately below the title “Effective Date,” then the number of Additional Shares shall be determined by linear interpolation between the number of Additional Shares set forth for such higher and lower Share Prices, or for such earlier and later Effective Dates based on a 365 day year, as applicable;
(ii) if the actual Share Price of such Make-Whole Fundamental Change is greater than $165.00 per share (subject to adjustment in the same manner as the Share Price as provided in clause (iii) below), or if the actual Share Price of such Make-Whole Fundamental Change is less than $36.91 per share (subject to adjustment in the same manner as the Share Price as provided in clause (iii) below), then the number of Additional Shares shall be equal to zero and this Section 15.03 shall not require the Company to increase the Conversion Rate with respect to such Make-Whole Fundamental Change;
(iii) if an event occurs that requires, pursuant to this Article 15 (other than solely pursuant to this Section 15.03), an adjustment to the Conversion Rate, then, on the date and at the time such adjustment is so required to be made, each price set forth in the table above under the column titled “Share Price” shall be deemed to be adjusted so that such Share Price, at and after such time, shall be equal to the product of (1) such Share Price as in effect immediately before such adjustment to such Share Price and (2) a fraction whose numerator is the Conversion Rate in effect immediately before such adjustment to the Conversion Rate and whose denominator is the Conversion Rate to be in effect, in accordance with this Article 15, immediately after such adjustment to the Conversion Rate;
(iv) the number of Additional Shares set forth in the table above shall be adjusted in the same manner in which, and for the same events for which, the Conversion Rate is to be adjusted pursuant to Section 15.04; and
(v) in no event will the total number of Common Shares issuable upon conversion of the Notes exceed 27.0929 per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 15.04.
(b) No later than five Business Days after the actual Effective Date of each Make-Whole Fundamental Change, the Company shall mail to each Noteholder, the Trustee and the Conversion Agent written notice of, and shall issue a press release indicating, such Effective Date and the amount by which the Conversion Rate has been so increased.
(c) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change pursuant to Section 15.01(b)(iii), the Company shall, at its option, satisfy the Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement pursuant to Section 15.02(b); provided, however, that if the consideration for Common Shares in any Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Share Price for the transaction and shall be deemed to be an amount equal to the Conversion Rate (as increased by any Additional Shares) multiplied by such Share Price. In such event, the Conversion Obligation will be determined and paid to holders, subject to the limitations prescribed under Section 15.06, on the third Business Day following the Conversion Date.
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