Blackberry 2016 Annual Report Download - page 48

Table of Contents
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defined in the Indenture) and waivers of certain defaults in payment or delivery of shares not less than 90%, of the aggregate
principal amount of the Debentures present at the meeting or represented by proxy, provided that a quorum for all meetings of
Holders of Debentures will be at least 25% of the aggregate principal amount of outstanding Debentures represented in person
or by proxy, or rendered by instruments in writing signed by the Holders of not less than 66-2/3%, or in the case of
Extraordinary Resolutions not less than 90%, of the aggregate principal amount of the Debentures then outstanding. In
addition, without the approval of Holders by Extraordinary Resolution, the Indenture may not be amended to: (i) alter the
manner of calculation of or rate of accrual of interest on the Debentures or change the time of payment; (ii) make the
Debentures convertible into securities other than common shares; (iii) change the Maturity Date or any instalment of interest on
the Debentures; (iv) reduce the principal amount or Change of Control Repurchase Price with respect to the Debentures;
(v) make any change that adversely affects the rights of Holders to require the Company to purchase the Debentures at the
option of Holders; (vi) impair the right to institute suit for the enforcement of payments or the conversion of the Debentures;
(vii) change the currency of payment of principal of, or interest on, the Debentures; (viii) except as contemplated by the
Indenture, change the Conversion Price or otherwise adversely affect the Holders’ conversion rights; (ix) release any of the
Guarantors from any of their obligations under a Guarantee provided for in the Indenture, except in accordance with the
Indenture; or (x) change the provisions in the Indenture that relate to modifying or amending the Indenture.
Defined Terms
In the foregoing summary, the following terms have the meanings set forth below:
“Capital Lease” means, with respect to any Person (as defined in the Indenture), any lease of any property (whether real,
personal or mixed) by such Person as lessee that, in accordance with U.S. GAAP (as in effect on the date of the Indenture), is
required to be classified and accounted for as a capital lease on a balance sheet of such Person;
“Indebtedness” means, with respect to a person, and without duplication:
(a) indebtedness of such person for monies borrowed or raised, including any indebtedness represented by a
note, bond, debenture or other similar instrument of such person;
(b) reimbursement obligations of such person arising from bankers’ acceptance, letters of credit or letters of
guarantee or similar instruments;
(c) indebtedness of such person for the deferred purchase price of property or services, other than for
consumable non-capital goods and services purchased in the ordinary course of business, including arising
under any conditional sale or title retention agreement, but excluding for greater certainty ordinary course
accounts payable;
(d) obligations of such person under or in respect of Capital Leases, synthetic leases, Purchase Money Security
Interests or sale and leaseback transactions;
(e) the aggregate amount at which shares in the capital of such person that are redeemable at fixed dates or
intervals or at the option of the holder thereof may be redeemed; and
(f) guarantees or liens granted by such person in respect of Indebtedness of another person;
“Purchase Money Security Interest” means a lien created or incurred by the Company or one of its subsidiaries securing
Indebtedness incurred to finance the acquisition of property (including the cost of installation thereof), provided that (i) such
lien is created substantially simultaneously with the acquisition of such property, (ii) such lien does not at any time encumber
any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not
increased subsequent to such acquisition, and (iv) the principal amount of Indebtedness secured by any such lien at no time
exceeds 100% of the original purchase price of such property and the cost of installation thereof, and for the purposes of this
definition the term “acquisition” includes a Capital Lease;
“Senior Creditor” means a holder or holders of Specified Senior Indebtedness and includes any representative or
representatives or trustee or trustees of any such holder or holders; and
“Specified Senior Indebtedness” means, without duplication, the Indebtedness under the Company’s asset-backed lending
facility (now terminated) and such other indebtedness as the Company shall designate as “Specified Senior Indebtedness” by
notice to the Trustee in writing; provided that the aggregate principal amount of Specified Senior Indebtedness shall not exceed
$550,000,000 at any one time outstanding; provided, further, that all Specified Senior Indebtedness must constitute:
(a) Indebtedness referred to in paragraphs (a) and (b) of the definition of Indebtedness above;
(b) renewals, extensions, restructurings, refinancings and refundings of any such Indebtedness; and
(c) guarantees of any of the foregoing.
MARKET FOR SECURITIES OF THE COMPANY
The Company’s common shares are listed and posted for trading on the TSX under the symbol “BB” and are listed on
NASDAQ under the symbol “BBRY”. The volume of trading and price ranges of the Company’s common shares on the TSX