Common use of Conditions of Exercise Clause in Contracts

Conditions of Exercise. The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met: (a) it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1976 has been made and the waiting period has expired or been terminated; (b) the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and (c) any required approval from the Federal Communications Commission has been received. In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

Conditions of Exercise. The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met: (a) it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock shares hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1976 has been made and the waiting period has expired or been terminatedregulation; (b) the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and (c) any required approval from the Federal Communications Commission has been received. In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

Conditions of Exercise. The Holder (a) Unless the Shares are covered by a then current and effective registration statement or qualified Offering Statement under Regulation A under the securities Act of 1933, as amended (the "Act")), any exercise of this Option by the Employee shall be deemed to be an acknowledgement, representation and agreement by the Employee that (i) such Shares are being purchased for investment and are being acquired by the Employee for investment only and not with a view to distribute or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may at be made without violating the registration provisions of the Act), (ii) the Employee has ben advised and understands that (1) the Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (2) the Company is under no obligation to register the Shares under the Act or to take any time on and after action which would make available to the date hereof exercise this Warrant in whole or in part Employee any exemption from time to timesuch registration, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant (iii) such shares may not be exercised unless at transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the time foregoing restrictions on transfer and any other restrictions imposed herein may be endorsed on the certificates. Notwithstanding the foregoing, if the Company determines that issuance of the Shares should be delayed pending (A) registration under federal or state securities laws, (B) the receipt of an opinion of counsel satisfactory to the Company that an appropriate exemption from such registration is available (C) the listing or inclusion of the Shares on any securities exchange or an automated quotation system or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such exercise all of Shares, the following conditions are met: (a) it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such Company may defer exercise of this Warrant, and Option until any of the exercise of events described in this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1976 sentence has been made and the waiting period has expired or been terminated;occurred. (b) the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory In addition to the Company andsatisfaction of the requirements of Section 7(a) hereof, if no disposition, within the Company requestsmeaning of Section 425(c) of the Code, of any Shares issued hereunder shall be made by the Employee within one year after the transfer of such Shares to the Employee, provided that the foregoing holding periods shall not apply to the disposition of Shares issued hereunder after the death of the Employee by the estate of the Employee, or by a person who acquired the right to exercise the Option by bequest or inheritance, or by reason of the death of the Employee. For purposes of the preceding sentence, in the case of a transfer of any Shares issued by the corporation hereunder by an agreement insolvent Employee to a trustee, receiver, or other similar fiduciary in any proceeding under Title II of the United States Code, or any other similar insolvency proceeding, neither the transfer, nor any other transfer of such Shares for the benefit of the Employee's creditors in such proceeding, shall constitute a "disposition." During the five-year period commencing five years from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and (c) any required approval from the Federal Communications Commission has been received. In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Companydate hereof, the Company Employee shall notify the Corporation immediately upon and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense disposition of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Companyany Shares issued hereunder.

Conditions of Exercise. The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met: (a) it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1976 has been made and the waiting period has expired or been terminatedregulation; (b) the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and (c) any required approval from the Federal Communications Commission has been received. In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

Conditions of Exercise. The Holder Unless the Shares are covered by a then current and effective registration statement or qualified Offering Statement under Regulation A under the securities Act of 1933, as amended (the "Act")), any exercise of this Option by the Optionee shall be deemed to be an acknowledgement, representation and agreement by the Optionee that (i) such Shares are being purchased for investment and are being acquired by the Optionee for investment only and not with a view to distribute or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may at be made without violating the registration provisions of the Act), (ii) the Optionee has ben advised and understands that (1) the Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (2) the Company is under no obligation to register the Shares under the Act or to take any time on and after action which would make available to the date hereof exercise this Warrant in whole or in part Optionee any exemption from time to timesuch registration, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant (iii) such shares may not be exercised unless at the time of such exercise transferred without compliance with all of the following conditions are met: (a) it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrantapplicable federal and state securities laws, and (iv) an appropriate legend referring to the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation foregoing restrictions on transfer and any filing required under other restrictions imposed herein may be endorsed on the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1976 has been made and the waiting period has expired or been terminated; (b) the Company has received such evidence as it may reasonably request confirming certificates. Notwithstanding the foregoing, includingif the Company determines that issuance of the Shares should be delayed pending (A) registration under federal or state securities laws, without limitation, (B) the receipt of an opinion in form and substance, and from counsel, reasonably of counsel satisfactory to the Company andthat an appropriate exemption from such registration is available (C) the listing or inclusion of the Shares on any securities exchange or an automated quotation system or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Shares, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the may defer exercise of this Warrant violates the Communications Act; and (c) Option until any required approval from the Federal Communications Commission has been received. In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable events described in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Companythis sentence has occurred.

Conditions of Exercise. The Holder may Plan and each Option shall be subject to the requirement that, if at any time on and after the date hereof exercise this Warrant Committee determines that the listing, registration or qualification of the Common Shares subject to such Option upon any securities exchange or under any provincial, state, federal or other applicable law, or the consent or approval of any governmental body, securities exchange, or the holders of the Common Shares generally, is necessary or desirable, as a condition of, or in connection with, the granting of such 7 MITEL NETWORKS CORPORATION EMPLOYEE STOCK OPTION PLAN Option or the issue or purchase of Common Shares thereunder, no such Option may be granted or exercised in whole or in part from time unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to timethe Committee. The Committee may, for in its discretion, require as a condition to the number exercise of Warrant Shares which any Option that the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless Optionee shall have represented at the time of exercise, in form and substance satisfactory to the Corporation, that the Optionee (i) understands that the Common Shares are "restricted securities," as that term is defined in Rule 144 under the 1933 Act, and, accordingly, the Optionee may be required to hold the Common Shares indefinitely unless they are registered under the 1933 Act or an exemption from such exercise all of registration is available, (ii) is acquiring the following conditions are met: (a) it is lawful at the time of exercise for the Holder Common Shares issued pursuant to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrantthe Option for his or her own account as an investment and not with a view to, or for sale in connection with, the distribution of any such shares, (iii) understands that the Corporation is not under any obligation to register the Common Shares under the 1933 Act or to comply with any exemption thereunder, and the exercise of this Warrant and such Holder's acquisition of such (iv) understands that if Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required Shares are issued without registration under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1976 has been made and 1933 Act, a legend to this effect may be endorsed upon the waiting period has expired securities so issued, as well as any other legends as the Corporation may deem appropriate or been terminated; (b) that may be required by the Company has received such evidence as it may reasonably request confirming Corporation or by the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and (c) any required approval from the Federal Communications Commission has been received. In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Companysecurities laws.