Section 3.3 does not apply to an issuer in connection with an issuer bid in any of the following circumstances:
(a) Bid for Non-Convertible Securities – the issuer bid is for securities that are not equity securities and that are not, directly or indirectly, convertible into equity securities,
(b) Liquid Market – the issuer bid is made for securities for which
(i) a liquid market exists,
(ii) it is reasonable to conclude that, following the completion of the bid, there will be a market for holders of the securities who do not tender to the bid that is not materially less liquid than the market that existed at the time of the making of the bid, and
(iii) if an opinion referred to in paragraph (b) of subsection 1.2(1) is provided, the person providing the opinion reaches the conclusion described in subparagraph (b)(ii) of this section 3.4 and so states in its opinion.