Exhibit 2.19
MITEL NETWORKS CORPORATION
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SUBSCRIPTION AGREEMENT
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September 21, 2006
Portions of this document marked with "***" are subject to a pending
Confidential Treatment Request filed with the Secretary of the Securities and
Exchange Commission and have been filed separately with the Securities and
Exchange Commission.
SUBSCRIPTION AGREEMENT
THIS AGREEMENT is made September 21, 2006,
BETWEEN:
MITEL NETWORKS CORPORATION, a corporation governed by the laws of Canada
(the "CORPORATION")
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THE PERSONS LISTED ON SCHEDULE A (collectively, the "INVESTORS")
RECITAL
The Corporation wishes to issue and sell Common Share Purchase Warrants
("WARRANTS") to purchase common shares in the capital of the Corporation
("COMMON SHARES") to the Investors, for an aggregate consideration of $40
million, and the Investors wish to purchase Warrants, on the terms set out in
this Agreement.
THE PARTIES agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
Whenever used in this Agreement, the following words and terms have the
following meanings:
"1933 ACT" means the United States Securities Act of 1933, as amended.
"1934 ACT" means the United States Securities Exchange Act of 1934, as
amended.
"2006 EQUITY COMPENSATION PLAN" means the Corporation's equity
compensation plan approved by the shareholders on September 7, 2006.
"AFFILIATE" of a Person means any Person that would be deemed to be an
"affiliated entity" of such first mentioned Person under National
Instrument 45-106 promulgated under the Securities Act (Ontario) as it
exists on the date of this Agreement.
"AFFILIATED GROUP" includes any combined, consolidated, or unitary group,
as defined under any applicable United States, Canadian, state,
provincial, local, or foreign income tax law.
"AGREEMENT" means this Subscription Agreement, including all schedules and
all amendments or restatements, and references to "Article" or "Section"
mean the specified Article or Section of this Agreement.
"ARM'S LENGTH" has the meaning ascribed to such term for the purposes of
the Income Tax Act (Canada).
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"ARTICLES OF INCORPORATION" means the Corporation's Articles of
Incorporation, as amended and as in effect on the date hereof.
"BENEFICIAL OWNER" has the meaning given to it in Rule 13d-3 of the 1934
Act.
"BUSINESS" means the business currently carried on or proposed to be
carried on by the Corporation.
"BUSINESS DAY" means a day, other than a Saturday or Sunday, on which the
principal commercial banks located in Ottawa are open for business during
normal banking hours.
"BYLAWS" means the Corporation's Bylaws, as amended and as in effect on
the date hereof.
"CANADIAN SECURITIES LAWS" means securities legislation and regulations
of, and the instruments, policies, rules, orders, codes, notices and
published interpretation notes of, the securities regulatory authorities
of the provinces and territories of Canada.
"CLAIM" means any act, omission or state of facts, and any Legal
Proceeding, assessment, judgment, settlement or compromise relating
thereto, which may give rise to a right to indemnification under Article
6.
"CLAIM NOTICE" has the meaning given to it in Section 6.3(a).
"CLOSING" means the First Tranche Closing, Second Tranche Closing, Third
Tranche Closing or Fourth Tranche Closing , as applicable.
"CLOSING DATE" means the First Tranche Closing Date, Second Tranche
Closing Date, Third Tranche Closing Date or Fourth Tranche Closing Date as
applicable.
"CODE" means the United States Internal Revenue Code of 1986, as amended.
"COLLECTIVE AGREEMENT" means any collective agreement, letter of
understanding, letter of intent or other written communication with any
labour union or employee association that governs the terms and conditions
of employment of any employees of the Corporation or any Subsidiary,
including the collective agreements listed in Section 3.22 of the
Disclosure Schedule;
"COMMON SHARES" means common shares in the capital of the Corporation.
"CONTRACT" means any written, oral, implied or other agreement, contract,
understanding, arrangement, instrument, note, guarantee, indemnity,
representation, warranty, deed, assignment, power of attorney,
certificate, commitment, option, covenant, assurance or undertaking of any
nature. For the purposes of any disclosure required under Section 3.23,
the term "Contracts" shall not include any Contracts as between the
Corporation and its Subsidiaries.
"DISCLOSURE SCHEDULE" means the Disclosure Schedule set out in Schedule C.
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"EMPLOYEE PLANS" means all plans, arrangements, agreements, programs,
policies, practices or undertakings, whether or not in writing, with
respect to some or all of the current or former directors, officers,
employees, independent contractors, agents or other service providers of
the Corporation or any of the Subsidiaries which provide for or relate to:
(a) bonus, profit sharing or deferred profit sharing, performance
compensation, deferred or incentive compensation, share
compensation, share purchase or share option purchase, share
appreciation rights, phantom stock, employee loans, or any
compensation in addition to salary,
(b) retirement or retirement savings, including, without limitation,
registered or unregistered pension plans, pensions, supplemental
pensions, registered retirement savings plans and retirement
compensation arrangements, or
(c) insured or self-insured benefits for or relating to income
continuation or other benefits during absence from work (including
short term disability, long term disability and workers
compensation), vacation, sick pay, hospitalization, health, welfare,
legal costs or expenses, medical or dental treatments or expenses,
life insurance, accident, death or survivor's benefits,
supplementary employment insurance, day care, tuition or
professional commitments or expenses or similar employment benefits.
"ENCUMBRANCE" means any mortgage, hypothec, lien, charge, pledge, security
interest, right of set-off, or other type of encumbrance whether fixed or
floating, on any asset or assets, whether real, personal or mixed,
tangible or intangible, or pledge or hypothecation of any such assets or
any conditional sales agreement or any other title retention agreement
relating to any such assets, option, right of pre-emption, privilege, or
any obligation to assign, license or sub-license any asset including the
Business IP (as defined in Section 1.2), or any action, claim, right to
salvage, execution or demand of any nature whatsoever, howsoever created
or arising, or any Contract to create any of the foregoing.
"ENVIRONMENTAL LAWS" means, collectively, any and all federal, provincial,
state, local or foreign statutes, regulations, ordinances, orders, and
decrees relating to public health and safety, or the environment.
"ERISA" means the United States Employment Retirement Income Security Act
of 1974, as amended.
"ERISA AFFILIATE" means any entity that, together with the Corporation,
would be treated as a single employer under section 414 of the Code.
"FINANCIAL STATEMENTS" means the audited consolidated financial statements
of the Corporation and its subsidiaries for the 2006 fiscal year, ended
April 30, 2006.
"FIRST TRANCHE" has the meaning given to it in Section 2.1(d).
"FIRST TRANCHE CLOSING" has the meaning given to it in Section 2.2(a).
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"FIRST TRANCHE CLOSING DATE" has the meaning given to it in Section
2.2(a).
"FOURTH TRANCHE" has the meaning given to it in Section 2.1(d).
"FOURTH TRANCHE CLOSING" has the meaning given to it in Section 2.2(b).
"FOURTH TRANCHE CLOSING DATE" has the meaning given to it in Section
2.2(b).
"GAAP" means United States generally accepted accounting principles.
"GOVERNMENTAL AUTHORITY" means any government, regulatory authority,
governmental department, agency, commission, bureau, official, minister,
Crown corporation, court, board, tribunal, governmental or administrative
dispute settlement panel or body or other law, rule or regulation-making
entity:
(a) having or purporting to have jurisdiction on behalf of any nation,
province, territory, state or other geographic or political
subdivision thereof; or
(b) exercising, or entitled or purporting to exercise any
administrative, executive, judicial, legislative, policy, regulatory
or taxing authority or power.
"HAZARDOUS SUBSTANCE" means any pollutant, contaminant, toxic substance,
methane gas, oil, or hazardous materials or other chemicals or substances
regulated by any Environmental Laws.
"INDEBTEDNESS" means:
(a) all indebtedness for borrowed money, whether current or long-term,
or secured or unsecured,
(b) all indebtedness for the deferred purchase price of property or
services represented by a note or security agreement,
(c) all indebtedness created or arising under any conditional sale or
other title retention agreement (even though the rights and remedies
of the seller or lender under such agreement in the event of default
may be limited to repossession or sale of such property),
(d) all indebtedness secured by a purchase money security interest or
other Lien to secure all or part of the purchase price of property
subject to such interest or Lien,
(e) all obligations under leases that have been or must be, in
accordance with generally accepted accounting principles, recorded
as capital leases in respect of which the Corporation or any
Subsidiary is liable as lessee,
(f) any liability in respect of banker's acceptances or letters of
credit, and
(g) all indebtedness of any Person that is directly or indirectly
guaranteed by the Corporation or any Subsidiary or that the
Corporation or any Subsidiary has
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agreed (contingently or otherwise) to purchase or otherwise acquire
or in respect of which it has otherwise assured a creditor against
loss.
"INDEMNITEE" has the meaning given to it in Section 6.2.
"INSIDERS" has the meaning ascribed thereto in the Securities Act
(Ontario).
"INSOLVENT" means (i) the present fair saleable value of the Corporation's
assets is less than the amount required to pay the Corporation's total
Indebtedness, (ii) the Corporation is unable to pay its debts and
liabilities as such debts and liabilities become absolute and matured,
(iii) the Corporation intends to incur or believes that it will incur
debts that would be beyond its ability to pay as such debts mature or (iv)
the Corporation has unreasonably small capital with which to conduct the
business in which it is engaged as such business is now conducted and is
proposed to be conducted.
"INTELLECTUAL PROPERTY RIGHTS" means trademarks, trade names, service
marks, service ▇▇▇▇ registrations, service names, patents, patent rights,
copyrights, inventions, licenses, approvals, governmental authorizations,
trade secrets and other intellectual property rights.
"INVESTOR" means the persons listed on Schedule A, as amended from time to
time by the execution of a counterpart signature page in the form attached
as Schedule E.
"IPO WARRANTS" has the meaning given to it in the Warrants.
"IPO WARRANT SHARES" means the Common Shares issued or issuable upon the
exercise of the IPO Warrants.
"LAWS" means applicable laws (including common law), statutes, codes,
by-laws, rules, regulations, orders, ordinances, protocols, codes,
guidelines, treaties, policies, notices, directions, decrees, judgments,
awards or requirements, in each case of any Governmental Authority.
"LEASED REAL PROPERTY" means real property which the Corporation or a
Subsidiary has a right to use or occupy pursuant to a lease, including
those set forth and described in Section 3.17(a) of the Disclosure
Schedule.
"LEGAL PROCEEDING" means any litigation, action, suit, investigation,
inquiry, hearing, claim, complaint, grievance, arbitration proceeding,
mediation, alternative dispute resolution procedure or other proceeding
(court, administrative, regulatory or otherwise), and includes any appeal
or review of and any application for same.
"LIENS" means any and all liens, claims, mortgages, hypothecs, security
interests, charges, Encumbrances, and restrictions on transfer of any
kind, except, in the case of references to securities, any of the same
arising under applicable corporate or securities laws solely by reason of
the fact that such securities were issued pursuant to exemptions from
registration or prospectus requirements under such securities laws or
otherwise arising pursuant to the Shareholders Agreement or Registration
Rights Agreement.
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"LOCK-UP AGREEMENT" has the meaning given to it in Section 2.3.
"LOSS" means any and all loss, liability, damage, cost, expense, charge,
fine, penalty or assessment (including consequential damages, but
excluding loss of profits or revenue), resulting from or arising out of
any Claim, including the costs and expenses of any Legal Proceeding in
relation to any such Claim, and any assessment, judgment, settlement or
compromise relating thereto and all interest, punitive damages, fines and
penalties and reasonable legal fees and expenses incurred in connection
therewith.
"MATERIAL ADVERSE EFFECT" means, with reference to the Corporation or any
of the Subsidiaries, a material adverse effect on the condition (financial
or otherwise), operations, business, assets, or prospects of the
Corporation and the Subsidiaries taken as a whole, the Corporation's
ability to consummate the transactions hereby contemplated, or the value
of the Warrants or the Warrant Shares, other than any Material Adverse
Effect resulting from industry-wide conditions affecting the industry in
which the Corporation or any of the Subsidiaries carry on business or
conditions affecting the economy in general.
"MATERIAL SUBSIDIARY" means each of Mitel Networks Limited, Mitel
Networks, Inc., Mitel Networks International Limited and Mitel Networks
Overseas Limited.
"NOTES" means an aggregate principal amount of notes of $55,000,000 sold
by the Corporation to certain buyers pursuant to a Securities Purchase
Agreement dated April 27, 2005.
"OWNED REAL PROPERTY" means the real and immoveable property owned by the
Corporation or any Subsidiary, as described in Section 3.17(a) of the
Disclosure Schedule, and includes all plants, buildings, structures,
erections, improvements, appurtenances and fixtures situate thereon or
forming part thereof.
"PARTIES" means the Corporation and the Investors.
"PERMIT" means any permit, license, approval, authorization, certificate,
directive, order, variance, registration, right, privilege, concession or
franchise issued, granted, conferred or otherwise created by any
Governmental Authority.
"PERSON" means an individual, a limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.
"REAL PROPERTY" means the Leased Real Property and the Owned Real
Property.
"REGISTRATION RIGHTS AGREEMENT" means the registration rights agreement
dated April 23, 2004 among the Corporation, the Investors and certain
other shareholders of the Corporation.
"SECOND TRANCHE" has the meaning given to it in Section 2.1(d).
"SECOND TRANCHE CLOSING" has the meaning given to it in Section 2.2(b).
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"SECOND TRANCHE CLOSING DATE" has the meaning given to it in Section
2.2(b).
"SECURITIES" means the Warrants, the Warrant Shares, the IPO Warrants and
the IPO Warrant Shares.
"SECURITIES PURCHASE AGREEMENT" means the agreement dated April 27, 2005,
under which the Notes were purchased by certain buyers from the
Corporation.
"SERIES A SHARES" means Class A Convertible Preferred Shares, Series 1 of
the Corporation.
"SERIES B SHARES" means Class B Convertible Preferred Shares, Series 1 of
the Corporation.
"SHAREHOLDER AGREEMENT" means the shareholder agreement dated April 23,
2004 between the Corporation, the Investors and certain other shareholders
of the Corporation.
"STOCK OPTION PLAN" means the stock option plan of the Corporation enacted
on March 6, 2001, as amended on May 8, 2001, August 3, 2001, June 18,
2002, September 6, 2002, June 13, 2003, July 15, 2004, March 17, 2005 and
September 9, 2005.
"SUBSIDIARIES" means: (a) any corporation 50% or more of whose outstanding
voting shares are owned, directly or indirectly, by the Corporation or by
one or more of its Subsidiaries, or by the Corporation and by one or more
of its Subsidiaries, and includes each of the companies identified in the
Disclosure Schedule as a Subsidiary; (b) any general partnership 50% or
more of whose outstanding partnership interests shall at the time be owned
by the Corporation, or by one or more of its Subsidiaries, or by the
Corporation and one or more of its Subsidiaries; and (c) any limited
partnership of which the Corporation or any of its Subsidiaries is a
general partner, and "Subsidiary" means any one of them.
"TAX" or "TAXES" means all taxes, assessments, duties, fees, levies, or
other charges imposed by any Governmental Authority, including, without
limitation, all federal, provincial, state, local, foreign and other
income, corporation, franchise, profits, capital gains, estimated, sales,
use, transfer, registration, value added, excise, natural resources,
severance, stamp, occupation, premium, environmental, customs, duties,
imposts, real property, personal property, capital stock, unemployment,
disability, payroll, license, employee, deficiency assessments,
withholding and other taxes, assessments, charges, duties, fees, levies or
other charges of any kind whatsoever imposed by any Governmental Authority
(whether payable directly or by withholding and whether or not requiring
the filing of a Tax Return) including any interest, penalties, or
additions to tax in respect of the foregoing and shall include any
liability for such amounts as a result either of being a member of a
combined, consolidated, unitary or Affiliated Group or of a contractual
obligation to indemnify any person or other entity.
"TAX RETURN" means any return, declaration, report, claim for refund,
information return, or other document (including any related or supporting
estimates, elections, schedules, statements, or information) filed or
required to be filed in connection with the
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determination, assessment, or collection of any Tax or the administration
of any laws, regulations, or administrative requirements relating to any
Tax.
"THIRD PARTY CLAIM" has the meaning given to it in Section 6.3(c).
"THIRD TRANCHE" has the meaning given to it in Section 2.1(d).
"THIRD TRANCHE CLOSING" has the meaning given to it in Section 2.2(b).
"THIRD TRANCHE CLOSING DATE" has the meaning given to it in Section
2.2(b).
"TRANSACTION DOCUMENTS" means all of the agreements, instruments,
certificates and other documents executed and delivered by or on behalf of
the Corporation at the Closing or otherwise in connection with this
Agreement and the transactions contemplated in this Agreement, including
the Shareholder Agreement, the Registration Rights Agreement and the
Warrants.
"U.S. EMPLOYEE PLANS" means each "employee benefit plan", as such term is
defined in section 3(3) of ERISA, that is maintained or contributed to by
the Corporation or any ERISA Affiliate to the extent that any such plan
benefits U.S. employees.
"WARRANTS" has the meaning given to it in Section 2.1.
"WARRANT SHARES" means the Common Shares issued or issuable upon the
exercise of the Warrants.
1.2 INTELLECTUAL PROPERTY DEFINITIONS
Whenever used in this Agreement, the following words and terms shall have the
meanings set out below:
"BUSINESS IP", "LICENSED IP" and "OWNED IP" shall have the respective
meanings set forth in Section 3.25 hereof;
"COMMERCIAL SOFTWARE LICENSES" means "SHRINK-WRAP", "WEB-WRAP",
"CLICK-WRAP" or other similar generic licenses for commercially available
software available to the public through retail dealers, and which are
not, individually or in the aggregate, material to the Business;
"EMPLOYEE IP AGREEMENT" means the agreements entered into and to be
entered into by employees and consultants of the Corporation or the
Subsidiaries in favour of the Corporation or a Subsidiary, as the case may
be, relating to proprietary information and assignment of inventions;
"INTELLECTUAL PROPERTY" or "IP" means any or all of the following and all
intellectual property and other rights in, arising out of or associated
with:
(a) all patents and utility models and applications therefor (whether
registered or not) and all provisionals, re-issuances,
continuations, continuations-in-part, divisions, revisions,
supplementary protection certificates, extensions, and
re-examinations
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thereof and all equivalent or similar rights anywhere in the world
in inventions and discoveries including invention disclosures
("PATENTS"),
(b) all registered trade-marks, service marks, trade names, trade dress,
logos, business, corporate and product names and slogans and
registrations and applications for registration thereof
("TRADE-MARKS");
(c) all copyrights in copyrightable works, and all other rights of
authorship, worldwide, and all applications, registrations and
renewals in connection therewith ("COPYRIGHTS"),
(d) all integrated circuit topographies, integrated circuit topography
registrations and applications therefor, and any equivalent or
similar rights in semiconductor topographies, layouts, architectures
or maskworks ("IC TOPOGRAPHIES"),
(e) all industrial design registration and applications therefor, and
any equivalent or similar rights in any features of shape,
configuration, pattern or ornament and combination of those features
("INDUSTRIAL DESIGNS"), and
(f) all Internet or world wide web addresses, domain names and sites and
applications and registrations therefor ("DOMAIN NAMES");
"REGISTERED IP" means all Canadian, United States, international and
foreign: (i) Patents, including applications therefor; (ii) registered
Trade-marks, applications to register Trade-marks, including intent-to-use
applications, or other registrations or applications related to
Trade-marks and Domain Name registrations; (iii) Copyrights registrations
and applications to register Copyrights; (iv) IC Topography registrations
and applications to register IC Topographies; (v) Industrial Design
registrations and applications to register Industrial Designs; and (vi)
any other Technology that is the subject of an application, certificate,
filing, registration or other document issued by, filed with, or recorded
by, any federal, state, provincial or foreign government or other public
or private legal authority at any time; and
"TECHNOLOGY" means any or all of the following: (i) works of authorship
including, without limitation, computer programs, source code and
executable code, whether embodied in software, firmware or otherwise,
documentation, designs, methods, techniques, processes, files, industrial
models, schematics, specifications, net lists, build lists, records and
data; (ii) inventions (whether or not patentable), improvements and
enhancements; (iii) proprietary and confidential business and technical
information, including manufacturing processes, technical data, trade
secrets, ideas, research and development and know how; (iv) databases,
data compilations and collections and technical data; and (v) all
documentation related to the foregoing, including without limitation
installation manuals, operator's manuals, system manuals, user manuals,
conversion and other materials, printout specifications, system test data
and error message listings.
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1.3 CERTAIN RULES OF INTERPRETATION
In this Agreement:
(a) CURRENCY - Unless otherwise specified, all references to money
amounts are to the lawful currency of the United States.
(b) GOVERNING LAW - This Agreement is a contract made under, governed by
and construed in accordance with the laws of the Province of Ontario
and the federal laws of Canada applicable in the Province of
Ontario.
(c) HEADINGS - Headings of Articles and Sections are inserted for
convenience of reference only and do not affect the construction or
interpretation of this Agreement.
(d) INCLUDING - Where the word "including" or "includes" is used in this
Agreement, it means "including (or includes) without limitation".
(e) NUMBER AND GENDER - Unless the context requires otherwise, words
importing the singular include the plural and vice versa and words
importing gender include all genders.
(f) SEVERABILITY - If, in any jurisdiction, any provision of this
Agreement or its application to any Party or circumstance is
restricted, prohibited or unenforceable, such provision is, as to
that jurisdiction, ineffective only to the extent of such
restriction, prohibition or unenforceability without invalidating
the remaining provisions of this Agreement, affecting the validity
or enforceability of such provision in any other jurisdiction or
affecting its application to other Parties or circumstances.
(g) STATUTORY REFERENCES - A reference to a statute includes all
regulations made pursuant to the statute and, unless otherwise
specified, the provisions of any statute or regulation that amends,
supplements or supersedes the statute or the regulation.
1.4 KNOWLEDGE
Any reference to the knowledge of the Corporation means the actual knowledge,
information and belief of the Corporation so long as it can demonstrate that it
has reviewed all relevant records and made due enquiries regarding the relevant
matter of all relevant directors, officers and employees of the Corporation. If
it cannot so demonstrate, any reference to the knowledge of the Corporation
means the actual and constructive knowledge that the Corporation would have had
after reviewing such records and making such enquiries.
1.5 ENTIRE AGREEMENT
This Agreement and the Transaction Documents constitute the entire agreement
between the Parties and set out all the covenants, promises, warranties,
representations, conditions, understandings and agreements between the Parties
concerning the subject matter of this
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Agreement and supersede all prior agreements, understandings, negotiations and
discussions, whether oral or written, including those contained in a term sheet
dated September 13, 2006 between the Corporation and the Investors. There are no
covenants, promises, warranties, representations, conditions, understandings or
other agreements, oral or written, express, implied or collateral between the
Parties in connection with the subject matter of this Agreement except as
specifically set forth in the Transaction Documents.
ARTICLE 2
SHARE SUBSCRIPTION AND PURCHASE
2.1 SUBSCRIPTION AND PURCHASE OF SHARES
(a) The Corporation will issue and sell to each Investor, and each
Investor will purchase from the Corporation, the number of Warrants
as set out in Schedule A set opposite such Investor's name in
Schedule A, as amended from time to time by the execution of a
counterpart signature page in the form attached as Schedule E, for a
purchase price of U.S.$1,000 per Warrant, up to an aggregate of $40
million.
(b) ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation or his other
Affiliates (collectively, "▇▇▇▇▇▇▇▇") will subscribe for a minimum
of $15 million of Warrants.
(c) Investors, other than ▇▇▇▇▇▇▇▇, may subscribe for, in aggregate, up
to $25 million of Warrants.
(d) The sale of Warrants contemplated hereby shall take place in four
separate tranches (the "FIRST TRANCHE", the "SECOND TRANCHE", the
"THIRD TRANCHE" and the "FOURTH TRANCHE", respectively and each
"TRANCHE".)
(e) At the closing of each Tranche, each Investor shall purchase up to
the number of Warrants indicated opposite the name of such Investor
in respect of such Tranche in Part II of Schedule A, as amended from
time to time by the execution of a counterpart signature page in the
form attached as Schedule E.
2.2 CLOSING
(a) The closing of the First Tranche (the "FIRST TRANCHE CLOSING") will
take place at the offices of the Corporation's legal counsel on the
date of this Agreement or such other place or time determined by the
Corporation and the Investors (the actual date on which the First
Tranche takes place is the "FIRST TRANCHE CLOSING DATE").
(b) Subject to Section 2.2(e), the closing of the Second Tranche (the
"SECOND TRANCHE CLOSING"), the Third Tranche (the "THIRD TRANCHE
CLOSING") and the Fourth Tranche (the "FOURTH TRANCHE CLOSING") will
take place at the offices of the Corporation's legal counsel on a
date determined by the Corporation and the Investors (the "SECOND
TRANCHE CLOSING DATE", the "THIRD TRANCHE CLOSING DATE" and the
"FOURTH TRANCHE CLOSING DATE", respectively).
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(c) The Fourth Tranche Closing will occur no later than 120 days
following the First Tranche Closing.
2.3 FIRST TRANCHE CLOSING DELIVERIES
At the First Tranche Closing:
(a) the Investors will pay to the Corporation, by certified cheque or
wire transfer of immediately available funds, the aggregate purchase
price for the Warrants set out in Part I of Schedule A;
(b) the Corporation will issue the Warrants set out in Part I of
Schedule A to the Investors;
(c) if requested, the Investors will enter into lock-up agreements with
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and RBC Capital Markets
Corporation with respect to the Warrant Shares and IPO Warrant
Shares (the "LOCK-UP AGREEMENT"); and
(d) the Corporation will deliver to the Investors purchasing Warrants in
the First Tranche each of the following documents, together with
other standard documents in a transaction of this nature:
(i) a certificate of compliance issued by Industry Canada dated on
or about the First Tranche Closing Date, with respect to the
legal existence and good standing of the Corporation under the
laws of Canada;
(ii) a certificate of an authorized senior officer of the
Corporation, dated as of the First Tranche Closing Date,
certifying:
(A) an attached copy of the Corporation's Articles of
Incorporation;
(B) an attached copy of the Corporation's Bylaws; and
(C) an attached copy of the resolutions of the Corporation's
board of directors with respect to the transactions
contemplated by this Agreement or otherwise to be
effected at the First Tranche Closing; and
(iii) a written legal opinion of counsel to the Corporation dated
the First Tranche Closing Date in a form acceptable to the
Investors.
2.4 SECOND TRANCHE CLOSING DELIVERIES
At the Second Tranche Closing:
(a) the Investors will pay to the Corporation, by certified cheque or
wire transfer of immediately available funds, the aggregate purchase
price for the Warrants set out in Part II of Schedule A;
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(b) the Corporation will issue the Warrants set out in Part II of
Schedule A to the Investors;
(c) if requested, the Investors will enter into Lock-up Agreements; and
(d) the Corporation will deliver to the Investors purchasing Warrants in
the Second Tranche each of the following documents, together with
other standard documents in a transaction of this nature:
(i) a certificate of compliance issued by Industry Canada dated on
or about the Second Tranche Closing Date, with respect to the
legal existence and good standing of the Corporation under the
laws of Canada;
(ii) a certificate of an authorized senior officer of the
Corporation, dated as of the Second Tranche Closing Date,
certifying:
(A) an attached copy of the Corporation's Articles of
Incorporation;
(B) an attached copy of the Corporation's Bylaws; and
(C) an attached copy of the resolutions of the Corporation's
board of directors with respect to the transactions
contemplated by this Agreement or otherwise to be
effected at the Second Tranche Closing; and
(iii) a written legal opinion of counsel to the Corporation dated
the Second Tranche Closing Date in a form acceptable to the
Investors.
2.5 THIRD TRANCHE CLOSING DELIVERIES
At the Third Tranche Closing:
(a) the Investors will pay to the Corporation, by certified cheque or
wire transfer of immediately available funds, the aggregate purchase
price for the Warrants set out in Part II of Schedule A;
(b) the Corporation will issue the Warrants set out in Part II of
Schedule A to the Investors;
(c) if requested, the Investors will enter into Lock-up Agreements; and
(d) the Corporation will deliver to the Investors purchasing Warrants in
the Third Tranche each of the following documents, together with
other standard documents in a transaction of this nature:
(i) a certificate of compliance issued by Industry Canada dated on
or about the Third Tranche Closing Date, with respect to the
legal existence and good standing of the Corporation under the
laws of Canada;
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(ii) a certificate of an authorized senior officer of the
Corporation, dated as of the Third Tranche Closing Date,
certifying:
(A) an attached copy of the Corporation's Articles of
Incorporation;
(B) an attached copy of the Corporation's Bylaws; and
(C) an attached copy of the resolutions of the Corporation's
board of directors with respect to the transactions
contemplated by this Agreement or otherwise to be
effected at the Third Tranche Closing; and
(iii) a written legal opinion of counsel to the Corporation dated
the Third Tranche Closing Date in a form acceptable to the
Investors.
2.6 FOURTH TRANCHE CLOSING DELIVERIES
At the Fourth Tranche Closing:
(a) the Investors will pay to the Corporation, by certified cheque or
wire transfer of immediately available funds, the aggregate purchase
price for the Warrants set out in Part II of Schedule A;
(b) the Corporation will issue the Warrants set out in Part II of
Schedule A to the Investors;
(c) if requested, the Investors will enter into Lock-up Agreements; and
(d) the Corporation will deliver to the Investors purchasing Warrants in
the Fourth Tranche each of the following documents, together with
other standard documents in a transaction of this nature:
(i) a certificate of compliance issued by Industry Canada dated on
or about the Fourth Tranche Closing Date, with respect to the
legal existence and good standing of the Corporation under the
laws of Canada;
(ii) a certificate of an authorized senior officer of the
Corporation, dated as of the Fourth Tranche Closing Date,
certifying:
(A) an attached copy of the Corporation's Articles of
Incorporation;
(B) an attached copy of the Corporation's Bylaws; and
(C) an attached copy of the resolutions of the Corporation's
board of directors with respect to the transactions
contemplated by this Agreement or otherwise to be
effected at the Fourth Tranche Closing; and
(iii) a written legal opinion of counsel to the Corporation dated
the Fourth Tranche Closing Date in a form acceptable to the
Investors.
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2.7 SUBSEQUENT OFFERING
The Investors will have the right, in their discretion, to exchange their
investment in Warrants for an equivalent monetary investment in any form of
security which may be issued by the Corporation by way of private placement
within 120 days of the First Tranche Closing Date.
2.8 REGISTRATION RIGHTS
The Corporation will use reasonable efforts to grant qualification and
registration rights in accordance with the Registration Rights Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
The Corporation represents and warrants to the Investors as of Closing as
follows, and acknowledges that the Investors are relying on such representations
and warranties in connection with the transactions contemplated herein:
3.1 INCORPORATION AND ORGANIZATION
The Corporation is a corporation duly incorporated, organized and validly
subsisting under the laws of Canada, and is in good standing under such laws.
The Corporation has full corporate power, authority and capacity: (i) to own or
lease and operate its properties and assets; (ii) to carry on its Business as
presently conducted and proposed to be conducted; and (iii) to execute and
deliver the Transaction Documents and to perform all obligations contemplated
herein or therein, including the issue, sale and delivery of the Securities, the
issue and delivery of any and all Warrant Shares on the exercise of the Warrants
and the issue and delivery of any and all IPO Warrant Shares on the exercise of
the IPO Warrants.
3.2 CORPORATE RECORDS
The minute books of the Corporation and the minute books of each Material
Subsidiary are up-to-date and have been maintained in accordance with the
applicable law of their respective jurisdictions of incorporation. Such minutes
books contain all articles and by-laws and a complete and accurate record of all
resolutions and meetings and actions of directors (and committees thereof) and
shareholders of the Corporation and each Material Subsidiary since the
respective dates of incorporation of the Corporation and each Material
Subsidiary, and reflect all transactions referred to in such proceedings
accurately up until and including the Closing Date. All such meetings were duly
called and held and all such by-laws and resolutions were duly passed or
enacted. The share ledgers and registers of the Corporation and each Material
Subsidiary as at the Closing Date are complete and reflect all issuances,
transfers, repurchases and cancellations of shares in the capital of the
Corporation and each Material Subsidiary, as applicable, as at the Closing Date.
The full and complete minute books of the Corporation have been made available
to the Investors or their counsel for review where specifically requested.
3.3 SUBSIDIARIES
The full corporate name, jurisdiction of incorporation and registered and
beneficial ownership of the issued and outstanding shares of each direct and
indirect Subsidiary is as set forth in Section 3.3
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of the Disclosure Schedule. Each of the Subsidiaries is duly incorporated,
organized and validly subsisting under the laws of its jurisdiction of
incorporation, and, except as disclosed in Section 3.3 of the Disclosure
Schedule, is in good standing under such laws. All of the issued and outstanding
shares of each Subsidiary have been duly authorized and are validly issued,
fully-paid and non-assessable and except pursuant to the Notes are free and
clear of Liens. Except for the Subsidiaries and except as set forth in Section
3.3 of the Disclosure Schedule, neither the Corporation nor any Subsidiary is or
has been a partner in any partnership, participated in a joint venture, or owns
or agreed or become bound to acquire any securities issued by, or acquire any
equity or other ownership interest in, any other business or Person. The
Material Subsidiaries are the only Subsidiaries that hold material assets or
have material liabilities or that are otherwise material to the condition
(financial or otherwise), operations, business, assets, or prospects of the
Corporation and the Subsidiaries, taken as a whole. None of the Subsidiaries
incorporated under the laws of United Kingdom are dormant (within the meaning of
section 249AA of the United Kingdom Companies Act 1985).
3.4 QUALIFICATION IN FOREIGN JURISDICTIONS
The Corporation and each Subsidiary is duly qualified to carry on the Business
and is in good standing as a foreign corporation in each jurisdiction in which
the character of its properties owned or leased or the nature of its activities
makes such qualification necessary (other than any jurisdictions in which the
failure to so qualify or be in good standing would not, either in any case or in
the aggregate, have a Material Adverse Effect).
3.5 AUTHORIZED, ISSUED AND OUTSTANDING CAPITAL
Except as disclosed in the Disclosure Schedule, as of the date hereof, after
giving effect to the transactions contemplated by the Transaction Documents, the
authorized capital stock of the Corporation consists of (i) unlimited Common
Shares, of which as of the date hereof, 205,130,063 are issued and outstanding,
24,615,608 (representing 12% of issued and outstanding) shares are reserved for
issuance pursuant to the Corporation's stock option plan of which 5,024,383
shares are available for issuance, (ii) 20,000,000 Series A Shares and (iii)
67,789,300 Series B Shares. The Series A Shares and the Series B Shares are
convertible into Common Shares in accordance with their terms at the option of
the holders and upon certain triggering events. All of such outstanding shares
have been, or upon issuance will be, validly issued and are fully paid and
nonassessable. Except as disclosed in the Disclosure Schedule, the Securities
Purchase Agreement, the Notes, the Shareholders Agreement, the terms of Series A
Shares, and the terms of the Series B Shares, none of the Corporation's capital
stock is subject to preemptive rights or any other similar rights or any liens
or encumbrances suffered or permitted by the Corporation. Except as disclosed in
the Disclosure Schedule, the Financial Statements, the Notes, the terms of the
Series A Shares, and the terms of the Series B Shares, there are no outstanding
options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, or
exercisable or exchangeable for, any capital stock of the Corporation or any of
its Subsidiaries, or contracts, commitments, understandings or arrangements by
which the Corporation or any of its Subsidiaries is or may become bound to issue
additional capital stock of the Corporation or any of its Subsidiaries or
options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, or
exercisable or exchangeable for, any capital stock of the Corporation or any of
its Subsidiaries. Except as disclosed in the Financial
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Statements and Disclosure Schedule, there are no agreements or arrangements
under which the Corporation or any of its Subsidiaries is obligated to register
the sale of any of their securities under the 1933 Act or under any applicable
Canadian securities laws. Except as disclosed in the Financial Statements, the
Disclosure Schedule, the Notes, the terms of the Series A Shares, and the terms
of the Series B Shares, there are no outstanding securities or instruments of
the Corporation or any of its Subsidiaries which contain any redemption or
similar provisions, and there are no contracts, commitments, understandings or
arrangements by which the Corporation or any of its Subsidiaries is or may
become bound to redeem a security of the Corporation or any of its Subsidiaries.
Except as disclosed in the Financial Statements, the Disclosure Schedule, the
Notes, the terms of the Series A Shares, and the terms of the Series B Shares,
there are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Securities. Except as
disclosed in the Disclosure Schedule, and other than the Stock Option Plan and
the 2006 Equity Compensation Plan, the Corporation does not have any stock
appreciation rights or "phantom stock" plans or agreements or any similar plan
or agreement. The Corporation has furnished to each Investor true, correct and
complete copies of the Corporation's Articles of Incorporation and the
Corporation's Bylaws, and the terms of all securities convertible into, or
exercisable or exchangeable for, Common Shares and the material rights of the
holders thereof in respect thereto. Set forth in Section 3.5 of the Disclosure
Schedule is a true, correct and complete list of the record holders of shares of
capital stock of the Corporation and each of its Subsidiaries as of the date
hereof. As of the date specified therein, such holders own of record all the
outstanding capital stock of the Corporation and each such Subsidiary, each of
them so owning the number of shares set forth opposite such holder's name in
Section 3.5 of the Disclosure Schedule. Set forth in Section 3.5 of the
Disclosure Schedule is a true, correct and complete list (except as otherwise
noted on such schedule) of the record holders of the Notes, options and warrants
exercisable for or convertible into shares of capital stock of the Corporation
and its Subsidiaries. The shares held by the Corporation or any of its
Subsidiaries are held free and clear of all liens except pursuant to the Notes
or any other restriction on the right to vote, sell or otherwise dispose of such
capital stock. Except pursuant to the Notes, there are no bonds, debentures,
notes or other indebtedness or securities of the Corporation or its Subsidiaries
having the right to vote (or convertible into, or exchangeable or exercisable
for, securities having the right to vote) on any matters on which shareholders
of the Subsidiaries of the Corporation or their respective Subsidiaries may
vote.
3.6 LAWFUL ISSUANCE
Except as disclosed in Section 3.6 of the Disclosure Schedule, all of the
outstanding shares in the capital of the Corporation and each Subsidiary and all
outstanding options, warrants and other securities of the Corporation and each
Subsidiary were offered, issued, and sold, and the Warrants, the IPO Warrants
Shares, the Warrant Shares and IPO Warrant Shares have been offered and (as and
when issued) shall be issued and sold, in compliance with: (i) all applicable
pre-emptive or similar rights of all Persons (except for any non-compliance
which has been waived in writing); (ii) all applicable provisions of applicable
securities laws in Canada, the United States and the United Kingdom in
transactions exempt from the prospectus, registration or analogous requirements
of such securities laws (subject to and assuming the accuracy of any
representations and warranties made by purchasers of such securities, and the
representations of the Investors contained in Article 4 hereof to the
Corporation); and (iii) all other applicable laws. No person has any valid right
to rescind any purchase of, or any statutory rights of action with
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respect to, any shares or other securities in the capital of the Corporation or
any Subsidiary, except in accordance with this Agreement.
3.7 CORPORATE AUTHORIZATION
The Transaction Documents, and the transactions contemplated hereby and thereby,
have been duly approved and authorized by all requisite corporate action on the
part of the Corporation, and this Agreement has been duly executed and delivered
by the Corporation and constitutes, and each of the Transaction Documents
constitute, a legal, valid, and binding obligation of the Corporation
enforceable against it in accordance with its terms (subject to bankruptcy,
insolvency and other laws affecting the rights of creditors generally and
subject to the qualification that equitable remedies may only be granted in the
discretion of a court of competent jurisdiction). The execution, delivery, and
performance by the Corporation of the Transaction Documents in accordance with
their respective terms, and the consummation by the Corporation of the
transactions contemplated hereby or thereby, will not result (with or without
the giving of notice or the lapse of time or both) in any conflict, violation,
breach, or default, or the creation of any Lien, or the termination,
acceleration, vesting, or modification of any right or obligation, under or in
respect of: (i) the articles or by-laws of the Corporation or any Subsidiary;
(ii) any judgment, decree, order, statute, rule, or regulation binding on or
applicable to any of them; or (iii) any Contract to which the Corporation or any
Subsidiary is a party or by which any of its assets are bound; or (iv) any
Permit held by the Corporation or any Subsidiary. There are no rights of first
refusal or pre-emptive rights, or other rights restricting the issuance of
securities of the Corporation, pursuant to the Shareholders Agreement or
otherwise, that have not either been complied with or duly and validly waived
with respect to the issuance of the Warrants, the IPO Warrants and the IPO
Warrant Shares prior to the Closing Date.
3.8 NO GOVERNMENTAL OR THIRD PARTY CONSENTS
Except as disclosed in Section 3.8 of the Disclosure Schedule, no consent,
approval, authorization, declaration, filing, or registration with any
Governmental Authority or other Person is required to be made or obtained by the
Corporation in connection with: (i) the execution and delivery of the
Transaction Documents; or (ii) the performance by the Corporation of its
obligations hereunder, thereunder or under the articles of the Corporation, as
amended, except as may be required pursuant to applicable securities laws
(including Canadian Securities Laws) to report the issuance and sale of
securities issued or issuable pursuant to the transactions contemplated in the
Transaction Documents and except for such filings required to be made with the
Securities and Exchange Commission (the "SEC") with respect to the transactions
contemplated in the Transaction Documents.
3.9 FINANCIAL STATEMENTS - ABSENCE OF CERTAIN CHANGES
The audited annual financial statements for the year ended April 30, 2006,
annexed hereto as Schedule D (the "FINANCIAL STATEMENTS"), have been prepared in
accordance with Untied States generally accepted accounting principles applied
on a basis consistent with that of the preceding period and present fairly: (i)
all of the assets, liabilities and financial position of the Corporation on a
consolidated basis as at April 30, 2006; and (ii) the sales, earnings, results
of operation and changes in financial position of the Corporation on a
consolidated basis for the year ended April 30, 2006. Except as otherwise
described in the Financial Statements or as disclosed in or
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contemplated by this Agreement or as set forth in Section 3.9 of the Disclosure
Schedule, since April 30, 2006 (the "FINANCIAL STATEMENT DATE") there has not
been:
(a) other than those in the ordinary course of business, any acquisition
(by purchase, lease as lessee, license as licensee, or otherwise) or
disposition (by sale, lease as lessor, license as licensor, or
otherwise) by the Corporation or any of the Subsidiaries of any
properties or assets;
(b) to the knowledge of the Corporation, any change in the condition
(financial or otherwise), of its properties, assets, liabilities,
investments, revenues, expenses, income, operations, Business, or
prospects of the Corporation or any of the Subsidiaries, or in any
of its relationships with any suppliers, customers, key employees or
other third parties with whom it has financial, commercial, or other
business relationships, other than changes in the ordinary course of
business that have not caused and cannot be reasonably expected to
cause, in any case or in the aggregate, a Material Adverse Effect;
(c) any material transaction by the Corporation or any of the
Subsidiaries with their respective Affiliates, Insiders or any other
Person not at Arm's Length with the Corporation or any Subsidiary,
other than the payment of compensation and reimbursement of
reasonable employee travel and other business expenses in accordance
with existing employment arrangements and usual past practices;
(d) any damage, destruction, or loss, whether or not covered by
insurance, that, either in any case or in the aggregate, has caused,
or could reasonably be expected to cause, a Material Adverse Effect;
(e) any declaration, setting aside, or payment of any dividend or any
other distribution (in cash, stock, and/or property or otherwise) in
respect of any shares or other securities of the Corporation or any
of the Subsidiaries;
(f) any issuance of any shares or other securities of the Corporation or
any of the Subsidiaries, or any direct or indirect redemption,
repurchase, or other acquisition by the Corporation or any of the
Subsidiaries of any of its shares or other securities (other than
the issuance of shares to optionholders upon the exercise of options
granted under the Stock Option Plan, the 2006 Equity Compensation
Plan or pursuant to any other Employee Plan and the repurchase or
redemption of shares from employees terminated involuntarily by the
Corporation or any Subsidiary, as described in Section 3.5(d) of the
Disclosure Schedule);
(g) any change in the officers, directors or key employees of the
Corporation or any of the Material Subsidiaries;
(h) other than in the ordinary course of business, any increase in the
compensation or other benefits payable or to become payable by the
Corporation or any of the Subsidiaries to any of its Affiliates, or
to any of the respective officers, employees, or independent
contractors of the Corporation or any of the Subsidiaries, or any
bonus, severance or termination payments or arrangements made to or
with any of such officers, employees, or independent contractors;
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(i) any forgiveness or cancellation of any material debt or claim by the
Corporation or any of the Subsidiaries or any waiver by the
Corporation or any of the Subsidiaries of any right of material
value, other than compromises of accounts receivable in the ordinary
course of business;
(j) other than in the ordinary course of business, any incurrence,
payment, discharge, or satisfaction by the Corporation or any of the
Subsidiaries of any other Indebtedness, material obligations or
material liabilities, whether absolute, accrued, contingent or
otherwise (including, without limitation, liabilities, as guarantor
or otherwise, with respect to obligations of others), other than (A)
current liabilities to Persons other than Affiliates of the
Corporation incurred in the ordinary course of business, and (B)
current liabilities to Persons other than Affiliates of the
Corporation incurred in connection with the transactions
contemplated hereby;
(k) other than in the ordinary course of business, any incurrence,
discharge or satisfaction of any Lien: (i) by the Corporation or any
of the Subsidiaries; or (ii) on any of the shares, other securities,
properties, or assets owned or leased by the Corporation or any of
the Subsidiaries;
(l) any settlement of any Legal Proceeding threatened or pending against
the Corporation or any Subsidiary or any of their respective assets
that, either in any case or in the aggregate, has caused or could
reasonably be expected to cause a Material Adverse Effect;
(m) any change of auditor or material change with respect to any method
of management operation or accounting in respect of the Business;
(n) any conduct of business by the Corporation or any of the
Subsidiaries outside the ordinary course of business; or
(o) any Contract by or on behalf of the Corporation, or by or on behalf
of its respective Affiliates, directors, officers, employees,
agents, or representatives, whether in writing or otherwise, to do
or permit any of the things referred to in this Section 3.9.
3.10 INVENTORY VALUATION
Except as disclosed in Section 3.10 of the Disclosure Schedule, neither the
Corporation nor any Subsidiary has material obsolete or unusable inventory as
reflected on the balance sheets forming part of the Financial Statements, or
otherwise. The finished goods, work in process, raw materials and other
materials and supplies included in such inventory are of a standard which is not
lower than the generally accepted standard prevailing in the Corporation's
industry.
3.11 ACCOUNTS RECEIVABLE
The accounts receivable reflected on the balance sheets included in the
Financial Statements and all accounts receivable arising after the Financial
Statement Date and prior to the Closing are bona fide and are, in the good faith
judgment of the Corporation, collectible in the ordinary
- 21 -
course of business (other than those accounts receivable which are doubtful
accounts and in respect of which a reasonable allowance not exceeding
$3,000,000 consistent with past practice, has been made), no material set-off
or counterclaim has been asserted with respect to such accounts receivable, and,
to the knowledge of the Corporation, there is no basis for any such set-off or
counterclaim.
3.12 ACCOUNTS PAYABLE
The accounts payable reflected on the balance sheets included in the Financial
Statements and all accounts payable arising after the Financial Statement Date
and prior to the Closing are bona fide.
3.13 INDEBTEDNESS
Neither the Corporation nor any of the Subsidiaries is in default with respect
to any outstanding material Indebtedness or any Contract relating thereto, and
no such Indebtedness or Contract relating thereto purports to limit the issuance
of any securities by the Corporation or any of the Subsidiaries or its operation
of the Business. Complete and correct copies of all Contracts (including all
amendments, supplements, waivers, and consents) relating to any material
Indebtedness of the Corporation or any of the Subsidiaries have been made
available by the Corporation to the Investors or their counsel for inspection.
Except as disclosed in Section 3.13 of the Disclosure Schedule or in the
Financial Statements, neither the Corporation nor any Subsidiary has outstanding
any bonds, debentures, notes, mortgages or other indebtedness which mature more
than one year after the date of their original creation or issuance and neither
the Corporation nor any Subsidiary has agreed to create or issue any bonds,
debentures, notes, mortgages or other indebtedness which will mature more than
one year after the date of their creation or issue.
The total Indebtedness of the Corporation and the Subsidiaries, considered on a
consolidated basis, including all capital leases and revolving or short-term
credit facilities, as at the date of this Agreement is not greater than
$250,000,000.
3.14 ABSENCE OF UNDISCLOSED LIABILITIES
Other than as set forth in the Financial Statements or as disclosed in Section
3.14 of the Disclosure Schedule, or as incurred by the Corporation or the any of
the Subsidiaries in the ordinary course of business and consistent with past
practice, neither the Corporation nor any Subsidiary has any material
liabilities or obligations of any nature, whether accrued, absolute, contingent,
or otherwise (including liabilities as guarantor or otherwise with respect to
obligations of others) and whether due or to become due.
3.15 CASH AND CASH EQUIVALENTS
As of the date of this Agreement, the Corporation had no material amount of cash
and cash equivalents.
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3.16 TAX MATTERS
(a) Neither the Corporation nor any Subsidiary has any liability,
obligation or commitment, actual or contingent, for the payment of
any Tax, except such as have arisen since the Financial Statement
Date in the usual and ordinary course of its business. Except as
disclosed in Section 3.16(a) of the Disclosure Schedule, neither the
Corporation nor any of the Subsidiaries is in arrears with respect
to any required withholdings or installment payments of any Tax.
There are no agreements, waivers or other arrangements providing for
an extension of time with respect to the assessment or reassessment
of Tax, the filing of any Tax Return or the payment of any Tax by
the Corporation or any Subsidiary, as the case may be, under the
Income Tax Act (Canada) or any other legislation imposing Tax on the
Corporation or any Subsidiary, as the case may be.
(b) Except as disclosed in Section 3.16(b) of the Disclosure Schedule,
the Corporation and each of the Subsidiaries has filed within the
times and in the manner prescribed by law all Tax Returns required
to be filed by or with respect to the Corporation or any of the
Subsidiaries, as the case may be, and have paid all Taxes shown as
accruing therein. All such Tax Returns are correct and complete in
all material respects and the Corporation and each Subsidiary has
made complete and accurate disclosure in such Tax Returns and in all
materials accompanying such Tax Returns.
(c) Except as disclosed in Section 3.16(c) of the Disclosure Schedule,
no claim (including any claim for refunds or credits) in any Tax
Return filed by the Corporation or any Subsidiary has been refused
or denied by any relevant Tax authority. Adequate provision has been
made in accordance with Canadian generally accepted accounting
principles, and, to the knowledge of the Corporation, charges,
accruals and reserves on the books of each of the Corporation and
the Subsidiaries in respect of any liability for Taxes are
sufficient, to meet any reasonable assessment or reassessment for
installments and Taxes not yet due.
(d) Except as disclosed in Section 3.16(d) of the Disclosure Schedule,
each of the Corporation and the Subsidiaries have withheld from all
payments made to its officers, directors, employees, debtholders,
shareholders and other Persons the amount of all Taxes including but
not limited to income tax, federal or provincial pension and medical
plan contributions, unemployment insurance contributions and other
deductions required to be withheld therefrom and, where such Taxes
are due, have paid the same to the proper receiving officers or Tax
authorities.
(e) Except as disclosed in Section 3.16(e) of the Disclosure Schedule,
neither the Corporation nor any of the Subsidiaries is a party to or
bound by any Tax sharing or allocation agreement, nor does it have
any current or potential contractual obligation to indemnify any
other person with respect to Taxes.
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(f) The Corporation is eligible for investment tax credits with respect
to certain of its research and development activities within the
meaning of the Income Tax Act (Canada).
(g) With respect to the Corporation's investment tax credits, the
Corporation has complied with applicable provisions and requirements
of the Income Tax Act (Canada).
(h) Except as disclosed in Section 3.16(h) of the Disclosure Schedule,
neither the Corporation nor any of the Subsidiaries have any
knowledge of: (x) any liability for any Tax to be imposed upon its
properties or assets as of the date of this Agreement that is not
adequately provided for in the Financial Statements or in its books
in respect of any such liabilities arising or accruing since the
Financial Statement Date; or (y) any investigations, audits or
reassessments initiated or to be initiated against the Corporation
or a Subsidiary by any Tax authority.
(i) The Corporation has made or obtained records or documents that meet
the requirements of paragraphs 247(4)(a) to (c) of the Income Tax
Act (Canada) with respect to transactions and arrangements between
the Corporation and any Person with whom the Corporation was not
dealing at Arm's Length within the meaning of the Income Tax Act
(Canada).
(j) Each of the Corporation and each Subsidiary has complied with all
registration, reporting, collection and remittance requirements in
respect of Taxes. Except as disclosed in Section 3.16(j) of the
Disclosure Schedule, the Corporation and the Subsidiaries have
collected or withheld from each receipt from or in respect of any of
their past and present customers (or other persons paying amounts to
the Corporation or the Subsidiaries) the amount of all Taxes
(including goods and services tax and provincial, state and foreign
sales taxes) required to be collected and have remitted such Taxes
when due, in the form required under the appropriate legislation or
made adequate provision in the books of each of the Corporation and
the Subsidiaries for the payment of such amount to the proper
receiving Tax authorities.
3.17 REAL PROPERTY
(a) Except as described and set forth in Section 3.17(a) of the
Disclosure Schedule, neither the Corporation nor any Subsidiary owns
or has any interest in, nor is the Corporation or any Subsidiary a
party to or bound by or subject to any Contract respecting the
purchase or sale of, any real or immoveable property or any right of
occupancy with respect thereto. Section 3.17(a) of the Disclosure
Schedule accurately specifies.
(b) Each lease for the Leased Real Property listed in Section 3.17(a) of
the Disclosure Schedule is valid and subsisting and in good
standing, and the Corporation or a Subsidiary is entitled to all
rights and benefits under such leases in accordance with the terms
thereof and neither the Corporation nor a Subsidiary has sublet,
assigned, licensed or otherwise conveyed any rights in such leases
or the property subject thereto to any other Person, except as set
forth in Section 3.17(b) of the
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Disclosure Schedule. Neither the Corporation nor a Subsidiary nor,
to the Corporation's knowledge, any other party thereto is in breach
of any of the provisions of any such lease, nor is there any dispute
between the Corporation or any Subsidiary and any landlord or tenant
under any such lease.
3.18 PERSONAL PROPERTY
Except as disclosed in Schedule 3.18 of the Disclosure Schedule, and except with
respect to Real Property which is separately addressed in Section 3.17, each of
the Corporation and the Subsidiaries has: (i) good and sufficient title to all
of the assets and properties owned by it; (ii) good and sufficient title to the
lessee interest in all assets and properties leased by it as lessee; and (iii)
full right to hold and use all of the respective assets and properties used in
or necessary to the Business, in each case all free and clear of Liens except
applicable restrictions on assignment and/or subletting and distress rights and
except for any Liens that, in any case or in the aggregate, would not have a
Material Adverse Effect. All such assets and properties are, to the knowledge of
the Corporation, in good condition and repair, reasonable wear and tear
excepted, and are adequate and sufficient in all material respects to carry on
the Business as presently conducted and as proposed to be conducted.
3.19 HEALTH, SAFETY AND ENVIRONMENTAL MATTERS
(a) To the knowledge of the Corporation, the operations of the
Corporation and its Subsidiaries are not in, and have not been in,
violation of any applicable Environmental Laws, and neither the
Corporation nor any of the Subsidiaries has received any written
notice alleging any such violation.
(b) Neither the Corporation nor any Subsidiary has received written
notice, or has knowledge of any facts that could give rise to any
notice, that it is potentially responsible for any remedial or other
corrective action or any work, repairs, construction or capital
expenditures to be made under any Environmental Law.
(c) The Corporation has no knowledge of any Hazardous Substance
originating from any adjoining or neighbouring properties which has
migrated or is suspected to be migrating onto, into or under the
Real Property.
3.20 EMPLOYMENT CONTRACTS
(a) True and complete copies of all Contracts of employment or
engagement with each senior officer of the Corporation or any
Subsidiary have been made available to the Investors or their
counsel, where specifically requested. For the purposes of this
clause (a), the term "senior officer" means any senior officer of
the Corporation or any Subsidiary as such term is defined in section
1(1) of the Securities Act (Ontario). There is no Contract of
employment or engagement entered into with any employee, director or
independent contractor of the Corporation or any Subsidiary which is
not terminable on the giving of reasonable notice in accordance with
applicable law or in accordance with the terms of the relevant
Contract.
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(b) The Corporation and each Subsidiary has the approximate number of
full-time employees, and has retained the services of the number of
independent contractors, set forth next to its name in Section
3.20(b) of the Disclosure Schedule. Other than as disclosed in
Section 3.20(b) of the Disclosure Schedule, there is no current
labour unrest, threatened labour strike or other material
disagreements or difficulties with any of the Corporation's or the
Subsidiaries' employees or independent contractors. To the knowledge
of the Corporation, no senior officer or key employee of the
Corporation or any Subsidiary has stated any intention of
terminating his or her employment with or services to the
Corporation or any Subsidiary, as the case may be, nor does the
Corporation or any of the Subsidiaries have any present intention of
terminating the employment of any such person, as the case may be.
(c) Except as disclosed in Section 3.20(c) of the Disclosure Schedule,
the Corporation is not party to or bound by any Contract or policy
providing for severance payments, termination payments, or the
acceleration of any option or warrant held by any director, officer,
employee or consultant of the Corporation or any Subsidiary.
(d) To the knowledge of the Corporation, no present or former employee
or independent contractor of the Corporation or any Subsidiary is a
party to or has violated any term of any employment contract,
consulting agreement, non-competition or non-solicitation agreement,
patent or other proprietary information agreement or similar
Contract with, or any fiduciary duty in favour of, a former employer
of such employee or independent contractor or any other third party.
Neither the Corporation nor any Subsidiary has received any notice
from any third party alleging that such a violation has occurred. To
the knowledge of the Corporation, the continued employment or
engagement by the Corporation and the Subsidiaries of their
respective present employees and independent contractors will not
result in any such violation.
(e) Except as set forth in Section 3.20(e) of the Disclosure Schedule,
no complaint, grievance, claim, work order or, to the knowledge of
the Corporation, investigation, has been filed, made, commenced or,
to the knowledge of the Corporation, threatened against the
Corporation or any of the Subsidiaries, pursuant to, nor is the
Corporation or any of its Subsidiaries in violation in any material
respect of:
(i) with respect to employees in Ontario, the Ontario Human Rights
Code, the Occupational Health & Safety Act (Ontario), the
Workplace Safety and Insurance Act (Ontario), the Employment
Standards Act, 2000 (Ontario) or the Pay Equity Act (Ontario);
and
(ii) with respect to employees in the United States, all applicable
laws in the United States relating to wages, hours and
collective bargaining; and
(iii) with respect to employees in the United Kingdom, the Trade
Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, the Equal
Pay ▇▇▇ ▇▇▇▇, the
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Sex Discrimination Acts 1975 and 1986, the Race Relations ▇▇▇
▇▇▇▇, the Employment Rights Act, the Trade Union Reform and
Employment Rights ▇▇▇ ▇▇▇▇, the Disability Discrimination ▇▇▇
▇▇▇▇, the Employment Relations ▇▇▇ ▇▇▇▇, the Social Security
and Housing Benefits ▇▇▇ ▇▇▇▇, the Social Security
Contributions and Benefits ▇▇▇ ▇▇▇▇, the Transfer of
Undertakings (Protection of Employment) Regulations 1981 and
the Working Time Regulations 1998.
Neither the Corporation nor any of the Subsidiaries is, to its
knowledge, engaged in any unfair labour practice. There is no work
stoppage or, to the knowledge of the Corporation, any other action,
grievance or dispute currently existing or threatened against the
Corporation or any of the Subsidiaries that could, in the good faith
judgment of the Corporation, lead to a work stoppage by the
employees of the Corporation or any of the Subsidiaries. Except as
disclosed in Section 3.20(e) of the Disclosure Schedule, there are
no outstanding decisions or settlements or pending settlements under
any employment standards legislation which place any obligation upon
the Corporation or any of the Subsidiaries to do or refrain from
doing any act.
(f) Except as disclosed in Section 3.20(f) of the Disclosure Schedule,
all salary, wages, vacation pay, bonuses, commissions and employee
benefit payments have been paid or are accrued but not yet due, and
all such accruals are properly reflected in the books and records of
the Corporation or the Subsidiaries, as the case may be.
(g) Except as disclosed in the Financial Statements or as disclosed in
Section 3.20(g) of the Disclosure Schedule, since the Financial
Statement Date no payments have been made or authorized by the
Corporation to Insiders of the Corporation, except in the ordinary
course of the business of the Corporation or at the regular rates
payable to them of salary, pension, bonuses, rents or other
remuneration of any nature.
3.21 EMPLOYEE PLANS
(a) Section 3.21(a) of the Disclosure Schedule lists all Employee Plans
to which the Corporation or any Subsidiary is party, bound by or in
respect of which either has any contingent or actual liability.
Where specifically requested, the Corporation has made available to
the Investors or their counsel true, correct and complete copies of
all the Employee Plans as amended as of the date hereof, together
with all related material documentation, including, plan texts, plan
summaries, material correspondence, if any, to and from regulatory
authorities, funding documents and insurance contracts.
(b) Except as disclosed in Section 3.21(b) of the Disclosure Schedule,
to the knowledge of the Corporation all of the Employee Plans are
and have been, in all material respects, established, registered,
qualified, funded, invested, contributed to and administered in
accordance with their terms and the terms of the Collective
Agreements and all applicable laws, accounting standards, rules and
regulations.
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(c) Except as disclosed in Section 3.21(c) of the Disclosure Schedule,
all employer payments, contributions or premiums required to be
remitted or paid to or in respect of each Employee Plan have been
remitted or paid in a timely fashion in accordance with the terms
thereof, all applicable actuarial reports and all applicable law.
(d) Except in the ordinary course of business or as disclosed in Section
3.21(d) of the Disclosure Schedule, no Employee Plan has been
amended or improved and no commitment to amend or improve any
Employee Plan has been made since the Financial Statement Date
except as required by applicable laws and no discretion has been
exercised to augment benefits.
(e) Section 3.21(a) of the Disclosure Schedule lists all Employee Plans,
registered or unregistered, under which employees of the Corporation
or any Subsidiary accrue pension benefits or under which benefits
are provided to former employees (or to the beneficiaries or
dependants of such persons) on or after retirement or termination of
employment. As of the date hereof, the liability under the Employee
Plans listed in Section 3.21(a) of the Disclosure Schedule does not
exceed $50,000,000 in the aggregate.
(f) Except as disclosed in Section 3.21(f) of the Disclosure Schedule,
to the knowledge of the Corporation, no fact or circumstance exists
which would adversely affect the tax-exempt status of any Employee
Plan.
(g) Except as disclosed in Section 3.21(g) of the Disclosure Schedule,
all benefits under all Employee Plans are either fully insured or
funded and fully and accurately reflected in the books and records
of the Corporation or its Subsidiaries, as applicable. Where
required pursuant to applicable law or pursuant to Employee Plans,
each Employee Plan has been fully funded or fully insured on an
on-going, solvency and annuity buy-out basis pursuant to actuarial
assumptions and methodology appropriate to the employees or former
employees of the Corporation and the Subsidiaries and the Business.
(h) Except as disclosed in Section 3.21(h) of the Disclosure Schedule,
to the knowledge of the Corporation, there exists no liability in
connection with any former benefit plan relating to the employees or
former employees of the Corporation or a Subsidiary and their
beneficiaries that has terminated and all procedures for termination
of each such former benefit plan has been properly followed in
accordance with the terms of such former benefit plan and applicable
law. In respect of employees or former employees, there is no
investigation, examination, proceeding, action, suit or claim (other
than routine claims for benefits or remuneration) pending or
threatened involving any Employee Plan and to the knowledge of the
Corporation no facts or circumstances exist which could reasonably
be expected to give rise to any such investigation, examination,
proceeding, action, suit or claim (other than routine claims for
benefits or remuneration).
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(i) No non-exempt "prohibited transaction", as defined in section 406 of
ERISA or section 4975 of the Code, has occurred with respect to any
U.S. Employee Plan that could reasonably be expected to subject the
Corporation or any of its Subsidiaries to liability. Neither the
Corporation nor any of its ERISA Affiliates have ever sponsored,
maintained, or contributed to (i) an employee benefit plan subject
to the provisions of Title IV of ERISA; (ii) a "multiemployer plan,"
as defined by section 3(37) of ERISA; or (iii) a "multiple employer
welfare arrangement," as defined by section 3(40) of ERISA. Each
U.S. Employee Plan which is intended to be qualified under section
401(a) of the Code is so qualified and has been so qualified during
the period from its adoption to date, and, to the knowledge of the
Corporation, each trust forming a part thereof is exempt from tax
pursuant to section 501(a) of the Code, except as set forth in
Section 3.21(b) of the Disclosure Schedule. The Corporation has made
available to the Investors or their counsel copies of the most
recent Internal Revenue Service determination letters, if any, with
respect to each such plan. All U.S. Employee Plans have been
maintained in compliance with its terms and with the requirements
prescribed by all applicable statutes, orders, rules and
regulations.
(j) The Corporation has designated a registered stakeholder pension
scheme in accordance with the requirements of the United Kingdom
Welfare Reform and Pensions Act 1999 (and Regulations made under it)
in relation to all of its "relevant employees" (as defined for the
purposes of that Act), and has complied with all obligations
pursuant to the United Kingdom Welfare Reform and Pensions Act 1999
(and Regulations made under it).
3.22 UNIONS
A list of all Collective Agreements is contained in Section 3.22 of the
Disclosure Schedule. No Collective Agreement restricts the relocation or closing
of any part of the Business. Neither the Corporation nor any Subsidiary is, to
the knowledge of the Corporation, currently in breach of any Collective
Agreement. There are no written or oral agreements or, to the knowledge of the
Corporation, courses of conduct that modify any Collective Agreement, except to
the extent otherwise provided under applicable laws. Except as disclosed in
Section 3.22 of the Disclosure Schedule:
(a) no employee association, trade union, council of trade unions,
employee bargaining agency or affiliated bargaining agent holds
bargaining rights with respect to any of the Corporation's or any
Subsidiary's employees by way of certification, interim
certification, voluntary recognition, designation or successor
rights;
(b) no labour representatives have applied to have the Corporation or
any Subsidiary declared a related employer pursuant to the Labour
Relations Act (Ontario); and
(c) there are no current or to the Corporation's knowledge threatened
attempts to organize or establish any trade unions or employee
association with respect to the Corporation or any Subsidiary.
- 29 -
3.23 MATERIAL CONTRACTS
Except as disclosed in Section 3.23 of the Disclosure Schedule, neither the
Corporation nor any of the Subsidiaries is a party to or otherwise bound by: (i)
any Contract that may affect its ability to consummate the transactions
contemplated hereby or by any of the Transaction Documents; (ii) any other
Contract or Contracts that are individually, or in the aggregate (in the case of
a series of related agreements or agreements with the same or related parties),
material to the Corporation (considered on a consolidated basis) or its
Business, prospects, financial condition, operations, property or affairs (other
than those purchase and sale agreements, instruments or commitments for the sale
of the products or services of the Corporation entered into in the ordinary
course of business); or (iii) any:
(a) Contract requiring it to purchase all or substantially all of its
requirements for a particular product or service from a particular
supplier or suppliers, or requiring it to supply all of a particular
customer's or customers' requirements for a certain service or
product;
(b) Contract entered into outside of the ordinary course of business
pursuant to which the Corporation or any Subsidiary has agreed to
indemnify or hold harmless any other Person from third-party claims
beyond the value of the Contract to the Corporation;
(c) employment agreement, consulting agreement or other Contract
providing for severance payments, acceleration of options or other
additional rights or benefits (whether or not optional) in the event
of the sale or other change in control of the Corporation or any
Subsidiary;
(d) Contract with any current or former Affiliate, Insider or other
Person not at Arm's Length with the Corporation or any Subsidiary or
with any Person in which any such Affiliate, Insider or other Person
has a material interest;
(e) joint venture agreement;
(f) Contract with any domestic or foreign government or agency or
executive office thereof or any subcontract between the Corporation
or any Subsidiary and any third party relating to a Contract between
such third party and any domestic or foreign government or agency or
executive office thereof, in any case the loss of which may
reasonably be expected to have a Material Adverse Effect;
(g) Contract imposing non-competition or exclusive dealing obligations
on the Corporation or any Subsidiary;
(h) Contract with respect to the escrow or other deposit or availability
of any Business IP; or
(i) Contract with respect to the license, distribution, or resale of the
Business IP or joint developments related thereto (other than
customer contracts on the Corporation's standard terms entered into
in the ordinary course of business) in
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any case the loss of which may reasonably be expected to have a
Material Adverse Effect.
For purposes of clause (ii) above, a Contract will be considered "material"
where the loss of such Contract could reasonably be expected to result in a
Material Adverse Effect.
The Corporation has made available to the Investors or their counsel for
inspection correct and complete copies (or written summaries of the material
terms of oral agreements or understandings) of each Contract listed in Section
3.23 of the Disclosure Schedule, each as amended to date. Each such Contract is
a valid, binding and enforceable obligation of the Corporation or a Subsidiary,
as the case may be, and to the knowledge of the Corporation, of the other party
or parties thereto, and is in full force and effect. None of such Contracts
(except for Contracts disclosed in connection with clause (d) above) contain any
obligation of the Corporation or any Subsidiary that is contingent upon, or that
accelerates upon, the change of control of the Corporation or any Subsidiary.
Neither the Corporation nor any of the Subsidiaries, nor to the knowledge of the
Corporation, any other party thereto, is, or is (to the knowledge of the
Corporation) considered by any other party thereto to be, in breach of or
non-compliance with any term of any such Contract (nor, to the knowledge of the
Corporation, is there any basis for any of the foregoing, including, without
limitation, the entering into and performance by the Corporation of the
Transaction Documents), except for any breaches or non-compliances that singly
or in the aggregate would not have a Material Adverse Effect. Neither the
Corporation nor any Subsidiary is party to any Contract which it does not have
the capacity to perform, including the necessary personnel, equipment and
supplies.
3.24 CUSTOMERS, LICENSORS AND SUPPLIERS
(a) Section 3.24(a) of the Disclosure Schedule lists accurately and
completely: (i) all Contracts (the "CUSTOMER CONTRACTS") between the
Corporation or any Subsidiary and the ten most significant customers
(including distributors) of the Corporation or the Subsidiary, as
the case may be, considered on a consolidated basis, based on annual
sales to such customer in the 24 months preceding the date of this
Agreement; and (ii) all Contracts (the "SUPPLIER CONTRACTS") between
the Corporation or any Subsidiary and the ten most significant
suppliers (including licensors of Licensed IP) of the Corporation or
the Subsidiary, as the case may be, considered on a consolidated
basis, based on payments to such supplier or licensor in the 24
months preceding the date of this Agreement.
(b) Neither the Corporation nor any Subsidiary is in default or breach
of any Customer Contracts or Supplier Contract and, to the knowledge
of the Corporation, there exists no state of facts, including,
without limitation, the execution, delivery and performance of the
Transaction Documents, which with notice or the passage of time
would result in a default or breach or, if applicable, acceleration
of any rights in the Customer Contracts or Supplier Contracts,
except to the extent any such default or breach would not, singly or
in the aggregate, be reasonably expected to have a Material Adverse
Effect.
(c) Complete and accurate copies of all Customer Contracts and Supplier
Contracts have been made available to the Investors or their counsel
by the Corporation.
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(d) During the 12 month period ended on the date hereof: (i) there has
been no cancellation of or adverse modification to any Customer
Contract or Supplier Contract except as indicated thereon (including
any material decrease to the services, supplies or materials
provided to a customer or to a customer's usage or purchase of the
services or products of the Corporation and any material increase in
pricing or any material decrease in service levels provided by a
supplier); and (ii) neither the Corporation nor any Subsidiary has
received any notice to the effect or has any reason to believe that
there will be any cancellation or adverse modification to any
Customer Contract or Supplier Contract. To the knowledge of the
Corporation, there is at present no state of facts or rate of
progress concerning any such obligations which, if it continued,
would result in a default or breach of any Customer Contract or
Supplier Contract.
(e) Except as disclosed in Section 3.24(e) of the Disclosure Schedule,
in the event of the termination of, or failure of the licensor or
supplier to perform, any Supplier Contract, alternative sources of
supply for the products and services previously supplied under such
Supplier Contract are readily available on commercially reasonable
terms.
3.25 DESCRIPTION OF BUSINESS INTELLECTUAL PROPERTY
Section 3.25 of the Disclosure Schedule contains a complete and accurate list of
all Intellectual Property and Technology that the Corporation and/or one or more
of the Subsidiaries owns, uses or has the right to use in the conduct of its
Business and that is individually or in the aggregate material to the conduct of
the Business or the loss of which could reasonably be expected to result in a
Material Adverse Effect. The listing set forth in Section 3.25 of the Disclosure
Schedule specifies, for each item, whether such listed Intellectual Property or
Technology is owned by the Corporation or one of the Subsidiaries ("OWNED IP")
or whether such listed Intellectual Property or Technology is used by the
Corporation or the Subsidiaries under a Contract with another Person ("LICENSED
IP"), and:
(i) in the case of the Owned IP that is Registered IP, contains a
list of all the jurisdictions in which such Intellectual
Property has been issued or registered or in which an
application for such issuance and registration has been filed
(including abandoned or rejected applications), including the
respective registration or application numbers and the names
of all registered owners; and
(ii) in the case of the Licensed IP, sets forth all Contracts
entered into in connection with the Licensed IP.
The Owned IP and Licensed IP (collectively referred to herein as the "BUSINESS
IP") listed in Section 3.25 of the Disclosure Schedule constitutes all of the
Intellectual Property and Technology necessary to carry on the Business as
presently conducted and as proposed to be conducted by the Corporation and the
Subsidiaries.
True and complete copies of each Contract listed in Section 3.25 of the
Disclosure Schedule with respect to the Licensed IP have been made available to
the Investors or counsel for the Investors.
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3.26 INTELLECTUAL PROPERTY RIGHTS
(a) Except as disclosed in Section 3.26(a) or Section 3.26(g) of the
Disclosure Schedule, the Corporation or one of the Subsidiaries owns
all right, title and interest in and to the Owned IP free and clear
of any Liens and Encumbrances and, to the knowledge of the
Corporation, has sole and exclusive rights (and is not contractually
obligated to pay any compensation to any other Person in respect
thereof) to the use thereof or the material covered thereby. Except
as disclosed in Section 3.26(a) of the Disclosure Schedule, no
portion of the Owned IP was jointly developed or is jointly owned by
any other Person. Other than with respect to the Licensed IP and the
Commercial Software Licenses, no royalties or other amounts are
required to be paid by the Corporation or any Subsidiary in
connection with the continued use or exploitation by the Corporation
or the Subsidiaries of the Business IP.
(b) The Corporation or one of the Subsidiaries has valid and subsisting
rights to use and exploit the Licensed IP in the manner currently
used or required by the operation of the Business as currently
carried on and proposed to be carried on. Each Contract with respect
to the Licensed IP is valid and subsisting and in good standing and
there is no material default thereunder. The Corporation or one of
the Subsidiaries has the right to exploit, sell, license and
sub-license the Licensed IP incorporated in or distributed with any
existing products and/or products under development to the current
and/or proposed distributors, purchasers and end-users thereof.
Alternative sources of supply for the Licensed IP are available on
commercially reasonable terms.
(c) Except as disclosed in Section 3.26(c) and Section 3.27 of the
Disclosure Schedule, none of the Owned IP nor any service rendered
by the Corporation or any of the Subsidiaries, nor any product
currently developed, manufactured, produced, marketed, or sold by
the Corporation or the Subsidiaries:
(i) to the knowledge of the Corporation, infringes upon the Patent
or Trade-▇▇▇▇ rights of any other Person;
(ii) infringes upon the Copyright, Domain Name, IC Topography, or
Industrial Design rights of any other Person; or
(iii) to the knowledge of the Corporation, uses, is derived from or
otherwise incorporates any trade secrets or confidential
information of any other Person, without such Person's
authorization.
Except as disclosed in Section 3.26(c) of the Disclosure Schedule,
to the best of the Corporation's knowledge there are no outstanding
charges, complaints, claims, demands, or notices against the
Corporation or any of the Subsidiaries alleging any interference,
infringement, misappropriation or violation with respect to any
Business IP (including any claim that the Corporation and/or any
Subsidiary must obtain a license or refrain from using any such
Business IP), nor does the Corporation know of any valid grounds for
any bona fide claims.
- 33 -
(d) Except as disclosed in Section 3.26(d) of the Disclosure Schedule,
neither the Corporation nor any Subsidiary is a party to or bound by
any Contract that limits or impairs its ability to use, sell,
transfer, assign, commercially exploit or convey the Owned IP.
(e) Except as disclosed in Section 3.26(e) of the Disclosure Schedule,
to the knowledge of the Corporation the Owned IP is not subject to
any outstanding Lien, judgment, ruling, order, writ, decree,
stipulation, injunction or determination by or with any Governmental
Authority, nor is there any pending or, to the knowledge of the
Corporation threatened, Legal Proceeding relating to any Owned IP or
the ownership, use, enforceability or validity thereof (including
any interference, reissue, re-examination or opposition proceeding
or proceeding contesting the rights of the Corporation to any Owned
IP which is Registered IP).
(f) To the knowledge of the Corporation, there is no unauthorized use,
infringement or misappropriation of any Owned IP by any other Person
and neither the Corporation nor any of the Subsidiaries has
covenanted or agreed with any Person not to ▇▇▇ or otherwise enforce
any legal rights with respect to any of the Owned IP.
(g) Section 3.26(g) of the Disclosure Schedule lists all Contracts
entered into by the Corporation or a Subsidiary (other than
Contracts between the Corporation or a Subsidiary and end users of
their products or services entered into in the ordinary course of
business) under which any Person has been granted a license by the
Corporation or a Subsidiary with respect to any Owned IP, and
specifies for each such Contract whether the licenses granted are
exclusive or non-exclusive in nature. Except as disclosed in Section
3.26(g) of the Disclosure Schedule, neither the Corporation nor any
Subsidiary is bound by, nor has any obligation to enter into, any
Contract (other than Contracts entered into in the ordinary course
of business) that requires the Corporation or any Subsidiary to
transfer or assign any of its rights in the Owned IP to any other
Party.
(h) The Owned IP which is Registered IP has not been used or enforced,
or failed to be used or enforced, in a manner that would result, as
of the date hereof, in the non-renewal, expiration, modification,
abandonment, cancellation or unenforceability thereof. All presently
required filing, examination and maintenance fees have been paid and
all proofs of working or use have been filed in respect to the Owned
IP which is Registered IP (excluding any abandoned or rejected
applications set out in Section 3.25(i) of the Disclosure Schedule).
The Corporation has obtained valid patent assignments from each of
the inventors of the Patents that are comprised in the Owned IP.
Except as disclosed in Section 3.26(h) of the Disclosure Schedule,
to the knowledge of the Corporation, there is no state of facts
which casts doubt on the validity or enforceability of any of the
Owned IP.
(i) The Corporation and the Subsidiaries have each taken all
commercially reasonable steps (including measures to protect secrecy
and confidentiality) to protect such company's right, title and
interest in and to all Owned IP. All agents
- 34 -
and representatives of the Corporation and the Subsidiaries who have
or have had access to confidential or proprietary information of the
Corporation and the Subsidiaries have a legal obligation of
confidentiality to the Corporation with respect to such information.
(j) Except as disclosed in Section 3.26(j) of the Disclosure Schedule,
all of the Owned IP, other than that acquired from third parties,
was developed by full-time employees or contractors of the
Corporation or a Subsidiary during the time they were employed or
engaged with the Corporation or one of the Subsidiaries or
predecessors of the Corporation or one of the Subsidiaries as
software, information technology or hardware developers or related
or supporting roles (the "DEVELOPERS"). All of the Developers and
other current or former employees or contractors of the Corporation
and each of the Subsidiaries have duly executed and delivered
Employee IP Agreements to the Corporation or a Subsidiary, as the
case may be, on or before the date of commencement of their
respective employment or engagement with the Corporation or a
Subsidiary, as the case may be, pursuant to which they: (A) have
agreed to retain in confidence any confidential or proprietary
information provided or otherwise made available to them by the
Corporation or any Subsidiary (including confidential or proprietary
information of the third parties to whom the Corporation or any
Subsidiary owes a duty of confidence); (B) have granted, assigned
and transferred to the Corporation or one the Subsidiaries or
predecessors of the Corporation or one of the Subsidiaries all of
their right, title and interest in and to all Intellectual Property
and Technology developed, conceived of, reduced to practice,
authored or otherwise created by them during the course of their
engagement with the Corporation or a Subsidiary; and (C) except as
disclosed in Section 3.26(j) of the Disclosure Schedule, have
irrevocably and unconditionally waived all moral rights and other
non-assignable rights in respect of such Intellectual Property and
Technology where applicable. The Corporation is not aware of any
material breach of any of the Employee IP Agreements. No current or
former employee or contractor of the Corporation or any Subsidiary
owns, or to the knowledge of the Corporation, has claimed an
interest in, any of the Business IP. Except as disclosed in Section
3.26(j) of the Disclosure Schedule, it will not be necessary to
utilize any Intellectual Property or Technology of any current of
former employees of or contractors to the Corporation or any
Subsidiary (or any Person the Corporation or any Subsidiary
currently intends to hire or engage) acquired prior to their
employment or engagement by the Corporation or a Subsidiary in order
to carry on the Business as presently conducted, or as anticipated
to be conducted. There are no Legal Proceedings pending, or to the
knowledge of the Corporation threatened, involving the prior
employment of any of the employees or contractors of the Corporation
or any Subsidiary, or their use in connection with the Business of
the Corporation of any information, creation or technique allegedly
proprietary to any of their former employers or other Persons.
(k) Except to obtain patent or other IP protection, any disclosure of
confidential or proprietary information by the Corporation, any of
the Subsidiaries or any of their respective employees or agents has
been pursuant to valid, binding and enforceable non-disclosure
agreements, which non-disclosure agreements have
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not and will not result in the deemed acquisitions by any party of
any right, title or interest, or the deemed grant of any license, to
use any of the Owned IP for any commercial purposes. To the
knowledge of the Corporation, no disclosure of the Owned IP has been
made in a manner that would prevent the Corporation or a Subsidiary
or their respective successors in interest, if any, from obtaining a
patent in respect of any Owned IP that would, if not for such
disclosure, have been capable of being the subject matter of a
patent. In relation to each Patent application (in preparation or
filed) or Patent for an invention comprised in the Owned IP, to the
Corporation's knowledge, after due inquiry, there is no professional
opinion, such as the opinion of a patent agent or patent attorney,
whether preliminary in nature or in any other manner qualified, to
the effect that the chances of obtaining or sustaining valid patent
rights to the invention in any jurisdiction are considered to be
unlikely, or less than even, or about even, or in any other manner
doubtful.
(l) Except as disclosed in Section 3.26(l) of the Disclosure Schedule,
no national, federal, provincial, state or other regulatory agency
or body has provided any funding to the Corporation or any
Subsidiary which: (i) would give such national, federal, provincial,
state or other regulatory agency or body any right, title or
interest in or to the Business IP; or (ii) limits or impairs the
ability of the Corporation or any Subsidiary to use or to sell,
transfer, assign, convey or license the Business IP outside of
Canada or otherwise.
(m) Neither the Corporation nor any Subsidiary has used Publicly
Available Software in whole or in part in the development of any
Technology which forms part of the Owned IP in a manner that may
subject such Technology or Owned IP in whole or in part, to all or
part of the license obligations of any Publicly Available Software.
"PUBLICLY AVAILABLE SOFTWARE" means any software that contains, or
is derived in any manner (in whole or in part) from, any software
that is distributed pursuant to a licensing and distribution model
that requires, as a condition of use, modification, and/or
distribution of such software, that such software or other software
incorporated into, derived from, or distributed with such software
be: (A) disclosed or distributed in source code form; (B) licensed
for the purpose of making derivative work; or (C) redistributable at
no or minimal charge. Publicly Available Software includes, without
limitation, software licensed or distributed under any of the
following licenses or distribution models similar to any of the
following: (i) GNU General Public License (GPL) or Lesser/Library
GPL (LGPL); (ii) the Artistic License (e.g. PERL); (iii) the Mozilla
Public License; (iv) the Netscape Public License; (v) the Sun
Community Source License (SCSL); (vi) the Sun Industry Source
License (SISL); and (vii) the Apache Server License.
(n) Except as disclosed in Section 3.26(n) of the Disclosure Schedule,
neither the Corporation nor any Subsidiary has provided the source
code for the software comprised in the Owned IP to any other Person,
directly or indirectly, by license, transfer, sale, escrow, or
otherwise, except in the ordinary course of business and subject to
appropriate license or confidentiality restrictions. Neither the
Corporation nor any Subsidiary is aware that any other Person has
reverse
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engineered, disassembled or decompiled the software comprised in the
Owned IP to derive such source code.
(o) The Corporation and each Subsidiary has complied with all applicable
export and import laws and regulations in each jurisdiction in which
the Corporation or a Subsidiary export or import Business IP.
3.27 LITIGATION
Except as disclosed in Section 3.27 of the Disclosure Schedule: (i) there is no
Legal Proceeding against or involving the Corporation or any of the Subsidiaries
(whether in progress or, to the knowledge of the Corporation, threatened); (ii)
to the knowledge of the Corporation, no event has occurred which could
reasonably be expected to give rise to any Legal Proceeding, or result in
litigation; and (iii) there is no judgment, writ, decree, injunction, rule,
award or order of any court, government department, board, commission, agency,
arbitrator or similar body outstanding against the Corporation or any of the
Subsidiaries. Without limiting the generality of the foregoing, except as
disclosed in Section 3.27 of the Disclosure Schedule, there is no Legal
Proceeding involving any product liability claim in progress, pending or, to the
Corporation's knowledge, threatened against or affecting the Corporation or any
Subsidiary alleging any defect in the design or manufacture of or the materials
used in any of the products of the Corporation or any Subsidiary or breach of
any express or implied warranty. Except as disclosed in Section 3.27 of the
Disclosure Schedule, neither the Corporation nor any of the Subsidiaries is the
plaintiff or complainant in any Legal Proceeding. The Corporation is not and has
not been since the Financial Statement Date engaged in any dispute with any of
its Insiders. Except as disclosed in Section 3.27 of the Disclosure Schedule, no
shareholders of the Corporation have exercised or asserted, or to the knowledge
of the Corporation, have expressed any intent to exercise or assert, any right
of dissent or any oppression or other statutory remedy in connection with the
Articles of Incorporation or the other transactions contemplated by this
Agreement.
3.28 INSURANCE
Section 3.28 of the Disclosure Schedule lists the policies of theft, fire,
liability, worker's compensation, life, property and casualty, directors' and
officers', and other insurance owned or held by the Corporation or the
Subsidiaries. Such policies of insurance are of the kinds and cover such risks,
and are in such amounts and with such deductibles and exclusions, as are
consistent with prudent business practice for owners of comparable assets and
operators of comparable businesses. To the knowledge of the Corporation, all
such policies are, and at all times since the respective dates set forth in
Section 3.28 of the Disclosure Schedule, have been, in full force and effect,
are sufficient for compliance in all material respects by the Corporation and
the Subsidiaries with all requirements of law and of all Contracts (including
Contracts relating to Indebtedness) to which the Corporation or any of the
Subsidiaries is party, and provide that they will remain in full force and
effect through the respective expiry dates set forth in Section 3.28 of the
Disclosure Schedule, and will not terminate or lapse or otherwise be affected in
any way by reason of the transactions contemplated hereby. Section 3.28 of the
Disclosure Schedule set forth and describes all material pending claims under
any of such insurance policies. No notice of cancellation or non-renewal with
respect to, or disallowance of any claim under, any of such insurance policies
has been received by the Corporation or a
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Subsidiary. To the knowledge of the Corporation, there are no circumstances or
occurrences which would or might form the basis of a material increase in
premiums for the current insurance coverage maintained by the Corporation or a
Subsidiary.
3.29 INSIDERS AND CONFLICTS OF INTEREST
(a) Except as contemplated by the Transaction Documents, there are no
Contracts between the Corporation or the Subsidiaries and any
Insiders other than contracts of employment entered into in the
ordinary course and those disclosed in Section 3.23(e) or Section
3.29(a) of the Disclosure Schedule.
(b) Except as disclosed in Section 3.29(b) of the Disclosure Schedule,
neither the Corporation nor any of the Subsidiaries has any
currently outstanding material amounts due to or from any of its
Insiders.
(c) Except as set out in Section 3.29(c) of the Disclosure Schedule,
neither the Corporation nor any of the Subsidiaries owns, directly
or indirectly, any interest (except passive holdings for investment
purposes only of not more than 1% of the securities of any publicly
held and traded company) in, or is an Insider of, any Person (other
than any Subsidiary) that:
(i) is a competitor, lessor, lessee, customer, or supplier of the
Corporation or any of the Subsidiaries;
(ii) owns, directly or indirectly, any interest in any tangible or
intangible property used in or necessary to the Business; or
(iii) has any cause of action or other claim whatsoever against the
Corporation or any of the Subsidiaries, or owes any amount to
the Corporation, except for claims in the ordinary course of
business, such as for accrued vacation pay, accrued benefits
under employee benefit plans, and similar matters and
agreements.
(d) To the knowledge of the Corporation, no director or senior officer
of the Corporation has been involved in any Legal Proceeding,
offence or disciplinary action that would disqualify, or could
reasonably be expected to disqualify, such person from acting as a
director or officer of a public company.
3.30 BROKERS
No finder, broker, agent, or other intermediary has acted for or on behalf of
the Corporation or any of its Affiliates in connection with the negotiation or
consummation of the transactions contemplated hereby to be completed at the
Closing and, no fee will be payable by the Corporation or any of its Affiliates
to any such Person in connection with such transactions.
3.31 NO SALE AGREEMENTS
Except in respect of inventory to be sold in the ordinary course of business,
there are no Contracts, or any right or privilege capable of becoming an
agreement, for the purchase of the
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Business or any of the material assets of the Corporation or any Subsidiary.
Neither the Corporation nor any of the Subsidiaries is currently involved in any
discussions, conditions or proceedings with respect to its sale, merger,
consolidation, liquidation or reorganization.
3.32 COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC.
Except as disclosed in Section 3.32 of the Disclosure Schedule, the Corporation
and each of the Subsidiaries has complied with, and is in compliance with: (i)
all laws, statutes, governmental regulations, judicial or administrative
tribunal orders, judgments, writs, injunctions, decrees, and similar commands
applicable to it and its Business, and all unwaived terms and provisions of all
agreements, instruments, and commitments to which it is a party or to which it
or any of its assets or properties is subject, except for any non-compliances
that, both individually and in the aggregate, have not had and could not
reasonably be expected to have a Material Adverse Effect; and (ii) its articles
and by-laws, each as amended to date. Neither the Corporation nor any of the
Subsidiaries has committed, been charged with, or, to the knowledge of the
Corporation, been under investigation with respect to, any violation by the
Corporation or any of the Subsidiaries of any provision of any applicable
national, federal, state, provincial, or local law or administrative regulation,
except for any violations that, both individually or in the aggregate, do not
and could not reasonably be expected to have a Material Adverse Effect. The
Corporation and each of the Subsidiaries has complied in all material respects
with all applicable laws, statutes, governmental regulations, judicial or
administrative tribunal orders, judgments, writs, injunctions, decrees, and
similar commands, including without limitation, the Personal Information
Protection and Electronic Documents Act (Canada), regarding the Corporation's
and the Subsidiaries' collection, use and disclosure of information about
identifiable individual Persons. The Corporation and each of the Subsidiaries
has and maintains all such Permits as are necessary or desirable: (i) for the
conduct of the Business as conducted on the date hereof and as anticipated to be
conducted; (ii) in connection with the ownership or use of its properties; or
(iii) to permit the Corporation to enter into or perform its obligations under
the Transaction Documents. All of such Permits are in full force and effect and
the Corporation and each Subsidiary is in compliance with all of the terms and
provisions thereof, except for any non-compliance that, either individually or
in the aggregate, does not and could not reasonably be expected to have a
Material Adverse Effect. No Legal Proceeding is pending, or to the knowledge of
the Corporation threatened, with respect to the cancellation or revocation of
any such Permit. True and complete copies of all such Permits have been made
available by the Corporation to the Investors or their counsel for inspection.
3.33 PUBLIC DISCLOSURES
No event or circumstance has occurred or exists with respect to the Corporation
or any Subsidiary or their respective businesses, properties, prospects,
operations or financial condition, which, under any applicable law, rule or
regulation, requires public disclosure or announcement by the Corporation but
which has not been so publicly announced or disclosed. The Corporation is a
"foreign private issuer" as defined Rule 3b-4 under the Exchange Act. The annual
report of the Corporation for the Corporation's most recently completed
financial year, as filed with the SEC on Form 20-F (the "REPORT") did not at the
time filed with the SEC contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading. Each of the
financial statements, and other financial information included in the Reports,
has
- 39 -
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis (except as may be indicated therein or in the
notes thereto) and fairly present in all material respects the financial
condition, results of operations and cash flows of the Corporation as of, and
for, the periods presented. The Corporation's disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls
over financial reporting comply in all material respects with all applicable
securities laws, including, without limitation, the provisions of the United
States ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 applicable to foreign private issuers.
3.34 COMPLIANCE WITH SECURITIES LAW
Subject to and assuming the accuracy of the representations and warranties given
by the Investors in Article 4, the offer, issuance, and delivery of the Warrants
and IPO Warrants as contemplated by this Agreement is exempt from the
registration requirements of the Securities Act, and is exempt from the
prospectus, registration and/or qualification requirements, as applicable, under
any applicable states' securities laws and is exempt from the prospectus and
registration requirements under Canadian Securities Laws.
3.35 FULL ACCESS
The Investors and their representatives have had full and open access to the
management of the Corporation and to such other information as the Investors
have requested in considering its decision with respect to the Investment and
have had an opportunity to ask questions with respect to the business and
affairs of the Corporation and the Investment. The Corporation has complied in
good faith with all requests of the Investors and their representatives for
documents and information relating to the Corporation, the Subsidiaries and the
Business in connection with the transactions contemplated hereby, and has not
failed to deliver any available document or other information requested by the
Investors or their representatives in connection herewith.
3.36 DISCLOSURE
The Corporation has disclosed to the Investors all facts known to it relating to
the Business and assets of the Corporation and the Subsidiaries which could
reasonably be expected to be material to a purchaser of the Warrants or the
Warrant Shares. No representation or warranty by the Corporation contained in
the Transaction Documents, contains any untrue statement of a material fact or
omits to state a material fact necessary to make the statements therein, in
light of the circumstances in which they were made, not false or misleading. To
the knowledge of the Corporation, there is no fact or circumstance relating
specifically to the Business or condition of the Corporation and the
Subsidiaries, taken as a whole, that could reasonably be expected to result in a
Material Adverse Effect and that is not disclosed in this Agreement or the
Disclosure Schedule.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
Each Investor, severally and not jointly, represents and warrants to the
Corporation as of Closing as follows, and acknowledges that the representations
and warranties contained in this Agreement are made by it with the intent that
they may be relied upon by the Corporation in determining the Investor's
eligibility to purchase the Warrants.
- 40 -
4.1 NO PUBLIC SALE OR DISTRIBUTION
Such Investor is (i) acquiring the Warrants and (ii) upon exercise of the
Warrants or the IPO Warrants, will acquire the Warrant Shares and IPO Warrant
Shares issuable upon exercise of the Warrants and IPO Warrants, respectively, in
each case, for its own account for investment purposes only and not for the
benefit of any other person and not with a view towards, or for resale in
connection with, the public sale or distribution thereof in violation of
provincial, state or federal securities Laws in Canada or the United States.
4.2 ACCREDITED INVESTOR STATUS
Such Investor is an "accredited investor" as defined in National Instrument
45-106.
Such Investor is not an entity formed for the sole purpose of acquiring the
Securities. Such investor will provide a declaration to the Corporation with
respect to its accredited investor status in a form acceptable to the
Corporation.
4.3 RELIANCE ON EXEMPTIONS.
Such Investor understands that the Securities are being offered and sold to it
in reliance on specific exemptions from (i) the registration requirements of
United States federal and state securities laws and (ii) the prospectus and
registration requirements of Canadian Securities Laws and that the Corporation
is relying in part upon the truth and accuracy of, and such Investor's
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Investor set forth herein in order to determine the
availability of such exemptions and the eligibility of such Investor to acquire
the Securities.
4.4 NO GENERAL SOLICITATION OR ADVERTISING
Such Investor acknowledges that it is not purchasing the Warrants as a result of
any general solicitation or general advertising, as such terms are used in Rule
502(c) of Regulation D under the 1933 Act, including advertisements, articles,
notices or other communications published in any newspaper, magazine or similar
media or broadcast over radio or television, or any seminar or meeting whose
attendees have been invited by general solicitation or general advertising.
4.5 INFORMATION
Such Investor and its advisors, if any, have been furnished with all materials
relating to the business, finances and operations of the Corporation and
materials relating to the offer and sale of the Securities which have been
requested by such Investor. Such Investor and its advisors, if any, have been
afforded the opportunity to ask questions of, and receive answers from, the
Corporation. Neither such inquiries nor any other due diligence investigations
conducted by such Investor or its advisors, if any, or its representatives shall
modify, amend or affect such Investor's right to rely on the Corporation's
representations and warranties contained herein. Such Investor understands that
its investment in the Securities involves a high degree of risk and is able to
bear the economic risk of a loss of all of such investment. Such Investor has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of its investment in the Securities and has
sought such accounting, legal and tax
- 41 -
advice as it has considered necessary to make an informed investment decision
with respect to its acquisition of the Securities.
4.6 NO GOVERNMENTAL REVIEW
Such Investor understands that no United States or Canadian federal, state or
provincial agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Securities or the fairness or
suitability of the investment in the Securities nor have such authorities passed
upon or endorsed the merits of the offering of the Securities.
4.7 TRANSFER OR RESALE
Such Investor understands that: (i) except as provided in the Registration
Rights Agreement, the Securities have not been and will not be registered under
the 1933 Act or any state securities laws or qualified under Canadian Securities
Laws; and (ii) such Investor understands and acknowledges that the Warrants and
the Warrant Shares are "restricted securities" within the meaning of Rule 144
under the 1933 Act, and such Investor agrees that if it decides to offer, sell
or otherwise transfer any of the Securities, such Securities may be offered,
sold or otherwise transferred only: (A) pursuant to an effective registration
statement under the 1933 Act; (B) to the Corporation; (C) outside the United
States in accordance with Rule 904 of Regulation S under the 1933 Act and in
compliance with local laws; or (D) within the United States (1) in accordance
with the exemption from registration under the 1933 Act provided by (i) Rule 144
or (ii) Rule 144A thereunder, if available, and in compliance with any
applicable state securities laws or (2) in a transaction that does not require
registration under the 1933 Act or applicable state securities laws, and the
seller shall, in the case of transfers pursuant to D(1)(i) or D(2) above, be
required to furnish to the Corporation an opinion to such effect from counsel of
recognized standing reasonably satisfactory to the Corporation prior to such
offer, sale or transfer.
4.8 LEGENDS
Such Investor understands that upon the original issuance thereof, and until
such time as the same is no longer required under applicable requirements of the
1933 Act or applicable state or provincial securities laws, the certificates or
other instruments representing the Warrants and, unless no longer applicable at
the time of issuance, the Warrant Shares, the IPO Warrants and the IPO Warrant
Shares, and all certificates or other instruments issued in exchange therefor or
in substitution thereof, shall bear the following legend:
"UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE
SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF SHALL NOT TRADE SUCH SECURITIES BEFORE THE DATE THAT IS FOUR MONTHS
AND A DAY AFTER THE LATER OF (I) [THE DISTRIBUTION DATE], AND (II) THE
DATE THE CORPORATION BECAME A REPORTING ISSUER IN ANY PROVINCE OR
TERRITORY."
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4.9 CONSENT
Such Investor consents to the Corporation making a notation on its records or
giving instructions to any transfer agent of the Common Shares in order to
implement the restrictions on transfer set forth and described herein.
4.10 FOREIGN ISSUER
Such Investor understands and acknowledges that the Corporation (i) is not
obligated to remain a "foreign issuer" within the meaning of Regulation S under
the 1933 Act, (ii) may not, at the time the Warrants or the Warrant Shares are
resold or converted by such Investor, or at any other time, by a foreign issuer;
and (iii) may engage in one or more transactions which could cause the
Corporation to not be a foreign issuer.
4.11 FILINGS
If required by applicable securities legislation, regulatory policy or order, or
if required or requested by any securities commission, stock exchange or other
regulatory authority, at the request of and at the sole expense of the
Corporation, such Investor will execute, deliver and file and otherwise assist
the Corporation in filing reports, questionnaires, undertakings and other
documents with respect to the issue of the Securities.
4.12 VALIDITY; ENFORCEMENT
This Agreement, the Registration Rights Agreement and the Shareholders Agreement
have been duly and validly authorized, executed and delivered on behalf of such
Investor and constitute the legal, valid and binding obligations of such
Investor enforceable against such Investor in accordance with their respective
terms, except as such enforceability may be limited by general principles of
equity or by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the
enforcement of applicable creditors' rights and remedies and except that the
enforcement of any rights to indemnity and contribution in the Registration
Rights Agreement may be limited by federal, provincial and state securities laws
and the principles of public policy underlying those laws.
4.13 RESIDENCY
For purposes of securities Laws, such Investor is a resident of that
jurisdiction specified below its address in Schedule A.
4.14 EVALUATION OF RISK
The Investor:
(a) is knowledgeable, sophisticated and experienced in business and
financial matters;
(b) has had access to management of the Corporation and its records for
the purpose of conducting its due diligence;
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(c) is capable of evaluating the merits and risks of an investment in
the Securities; and
(d) is able to bear the economic risk of an investment in the
Securities, including a complete loss of its investment.
4.15 NO REPRESENTATIONS REGARDING RESALE
No Person has made any written or oral representation to the Investor:
(a) that the Person will resell or repurchase the Securities;
(b) that any Person will refund the purchase price of such Securities;
(c) as to the future price or value of such Securities; or
(d) that such Securities will be listed on any stock exchange or that
application has been or will be made to list such Securities upon
any stock exchange.
ARTICLE 5
ADDITIONAL COVENANTS
5.1 PAYMENT OF INVESTOR EXPENSES
The Corporation will, on Closing, pay all of the reasonable legal fees and
disbursements and other reasonable out-of-pocket expenses incurred by the
Investors in connection with the transactions contemplated in this Agreement and
the various agreements and documents referred to in this Agreement, up to a
maximum aggregate amount of $- (plus GST, if applicable).
5.2 USE OF PROCEEDS
The Corporation will use the proceeds from the sale of the Warrants for working
capital.
ARTICLE 6
SURVIVAL AND INDEMNIFICATION
6.1 SURVIVAL
Subject to the limitations contained in this Agreement, all representations and
warranties contained in this Agreement on the part of each of the Parties
survive the Closing, the payment of the purchase price for the Warrants and the
issuance of the Securities.
6.2 INDEMNIFICATION OBLIGATIONS
(a) In consideration of each Investor's execution and delivery of the
Transaction Documents and acquiring the Securities hereunder and in
addition to all of the Corporation's other obligations under the
Transaction Documents, the Corporation shall defend, protect,
indemnify and hold harmless each Investor and such Investor's
stockholders, partners, members, officers, directors, employees and
direct or indirect investors and any of the foregoing Persons'
agents or other
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representatives (including, without limitation, those retained in
connection with the transactions contemplated by this Agreement)
(each, an "INDEMNITEE" and collectively, the "INDEMNITEES"), as
incurred, from and against any and all actions, causes of action,
suits, claims, losses, costs, penalties, fees, liabilities and
damages, and expenses in connection therewith (irrespective of
whether any such Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable
attorneys' fees and disbursements (the "INDEMNIFIED LIABILITIES"),
incurred by any Indemnitee as a result of, or arising out of, or
relating to (a) any misrepresentation or breach of any
representation or warranty made by the Corporation in the
Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, (b) any breach of any
covenant, agreement or obligation of the Corporation contained in
the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby or (c) any cause of action,
suit or claim brought or made against such Indemnitee by a third
party (including for these purposes a derivative action brought on
behalf of the Corporation) and arising out of or resulting from (i)
the execution, delivery, performance or enforcement of the
Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, (ii) any transaction
financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of the issuance of the Securities or
(iii) the status of such Investor or holder of the Securities as an
investor in the Corporation pursuant to the transactions
contemplated by the Transaction Documents; provided that
indemnification pursuant to this clause (iii) shall not be available
to the extent arising primarily from such Investor's bad faith,
breach of the Transaction Documents, fraud, gross negligence or
willful misconduct. To the extent that the foregoing undertaking by
the Corporation may be unenforceable for any reason, the Corporation
shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under
applicable law.
(b) The obligations of the Corporation under Section 6.2(a) are subject
to the following limitations:
(i) except for the matters referred to in paragraphs (ii) and
(iii), the obligations of the Corporation under Section 6.2(a)
terminate on the date that is two years following the date of
this Agreement, except with respect to bona fide claims by any
Indemnitee set forth in written notices given by them to the
Corporation prior to such date;
(ii) the obligations of the Corporation in respect of any claim
relating to tax matters, including any claim arising out of
Section 3.16, terminate on the date that is 90 days after the
relevant governmental authorities are no longer entitled to
assess or reassess liability for taxes (other than interest,
penalties, fines, additions to tax or other additional
amounts) against the Corporation, having regard to any waivers
given by the Corporation in respect of any taxation year,
except with respect to bona fide claims by any Indemnitee set
forth in written notices given by them to the Corporation
prior to such date;
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(iii) the obligations of the Corporation in respect of any claim
relating to Section 3.1 (Incorporation and Organization) or
Section 3.7 (Corporate Authorization), and any claim based
upon fraud, survive indefinitely; and
(iv) for greater certainty, if the Indemnitee has not given notice,
in the manner and within the time periods specified in this
Section 6.2(b), to the Indemnifying Party of an alleged Loss
arising from any Claim relating to a breach of any
representation or warranty or of any covenant or other
obligation contained in any of the Transaction Documents, the
Indemnifying Party will have no financial obligation to the
Indemnitee in respect of such breach.
(c) No Claims may be asserted by any Indemnitee under this Article 6
unless and until the aggregate amount of any Losses of the
Indemnitees in respect of any and all Claims asserted pursuant to
this Article 6 collectively exceeds one hundred thousand dollars
($100,000) in which event the amount of all such Loss including such
one hundred thousand dollar ($100,000) amount may be asserted.
Notwithstanding the foregoing, the threshold for any Claims asserted
based on a breach of any representation and warranty contained in
Section 3.16 hereof shall be five hundred thousand dollars
($500,000). Notwithstanding any other provision of this Agreement,
no Claims may be asserted by any Indemnitee hereunder and in no
event shall the Indemnifying Party be required to indemnify the
Indemnitees, collectively, for Losses in an aggregate amount greater
than the purchase price for the Warrants.
6.3 PROCEDURE FOR INDEMNIFICATION CLAIMS
(a) Claim Notice. If an Indemnitee becomes aware of any claim in respect
of which the Corporation is required to indemnify the Indemnitee
pursuant to Section 6.2, the Indemnitee will promptly give written
notice of the claim (a "CLAIM NOTICE") to the Corporation. The Claim
Notice must specify whether the claim arises as a result of a Third
Party Claim (as defined in paragraph (c) below) and must also
specify with reasonable particularity:
(i) the factual basis for the claim; and
(ii) the amount of the claim, if known.
(b) Claims Other Than Third Party Claims. Following receipt from an
Indemnitee of a Claim Notice for indemnification that has not arisen
in respect of a Third Party Claim and in respect of which a right of
indemnification given pursuant to Section 6.2 may apply, the
Corporation has 30 days to make such investigation of the claim as
it considers necessary or desirable. For the purpose of such
investigation, the Indemnitee will make available to the Corporation
the information relied upon by the Indemnitee to substantiate the
claim. If the Indemnitee and the Corporation agree at or prior to
the expiry of such 30-day period (or any mutually agreed upon
extension) to the validity and amount of the claim, the Corporation
will immediately pay to the Indemnitee the full agreed upon amount
of the claim. If the Indemnitee and the Corporation do not agree
- 46 -
within such period (or any mutually agreed upon extension), such
dispute will be resolved in a manner determined by the Parties or in
such other manner available by Law to either Party.
(c) Third Party Claims. The Indemnitee will notify the Corporation in
writing after being informed that facts exist that might result in a
claim originating from a Person other than the Indemnitee (a "THIRD
PARTY CLAIM") and in respect of which a right of indemnification
given pursuant to Section 6.2 might apply. The Corporation may
elect, by written notice delivered to the Indemnitee within 30 days
of receipt by the Corporation of the Claim Notice from the
Indemnitee in respect of the Third Party Claim, at the sole expense
of the Corporation, to participate in or assume control of the
negotiation, settlement or defence of the Third Party Claim, but
only if:
(i) such participation or assumption of control is carried out at
all times in a diligent and bona fide manner;
(ii) the Corporation acknowledges in writing its obligation to
indemnify the Indemnitee in accordance with the terms
contained in this Agreement in respect of the Third Party
Claim and furnishes such security or other assurances as the
Indemnitee may reasonably request in connection the
Corporation's indemnification obligations; and
(iii) the Corporation pays all reasonable out-of-pocket expenses
incurred by the Indemnitee as a result of such participation
or assumption.
If the Corporation elects to assume such control, the Indemnitee
will cooperate with the Corporation and its counsel and will have
the right to participate in the negotiation, settlement or defence
of such Third Party Claim. The costs of the Indemnitee's counsel
will be paid by the Indemnitee unless the named parties to any
action or proceeding include both the Corporation and the Indemnitee
and representation of both the Corporation and the Indemnitee by the
same counsel would be inappropriate due to the actual or potential
differing interests between them (such as the availability of
different defences), in which case the Corporation will pay such
expenses. If the Corporation does not elect to assume control or,
having elected to assume such control, fails to proceed diligently
with the settlement or defence of any such Third Party Claim, the
Indemnitee may (but is not obligated) to assume such control. In
such case, the Corporation will cooperate where necessary with the
Indemnitee and its counsel in connection with such Third Party Claim
and, subject to Section 6.4, the Corporation is bound by the results
obtained by the Indemnitee with respect to such Third Party Claim.
6.4 ADDITIONAL RULES AND PROCEDURES.
The obligation of the Corporation to indemnify the Indemnitees pursuant to this
Article 6 is also subject to the following:
(a) whether or not the Corporation assumes control of the negotiation,
settlement or defence of any Third Party Claim, the Indemnitee will
not settle or compromise
- 47 -
any Third Party Claim except with the prior written consent of the
Corporation (which consent may not be unreasonably withheld). A
failure by the Corporation to respond in writing to a written
request given in accordance with Section 7.1 by the Indemnitee for
consent for a period of 15 Business Days or more is deemed a consent
by the Corporation to such request. If any such consent is not
obtained, the liability of the Corporation is limited to the
proposed settlement amount;
(b) the Corporation and the Indemnitee will provide each other on an
ongoing basis with all information that may be relevant to the
other's liability under this Agreement and will supply copies of all
relevant documentation promptly as they become available; and
(c) the Corporation will not settle any Third Party Claim or conduct any
related legal or administrative proceeding in a manner that would,
in the opinion of the Indemnitee, acting reasonably, have a Material
Adverse Effect on the Indemnitee, but only if the Indemnitee has
notified the Corporation in writing of such opinion after the
Corporation has notified the Indemnitee in writing of the
Corporation's intention to settle such Third Party Claim.
6.5 INVESTORS INDEMNITY
Each Investor will indemnify, defend and hold harmless the Corporation and each
of its officers, directors, employees, trustees, agents and representatives, and
their successors, on an after-tax basis, from and against any damages or losses
incurred or suffered by any of them in any capacity and resulting from or
relating to the breach by such Investor of any of the representations,
warranties or covenants contained in this Agreement. In the case of any claim
against the Investors pursuant to this Section 6.5, Sections 6.3 and 6.4 apply
to such claim, mutatis mutandis.
ARTICLE 7
GENERAL
7.1 NOTICES
Any notice given in connection with this Agreement must be in writing and is
sufficiently given if delivered (whether in person, by courier service or other
personal method of delivery), or if transmitted by fax:
(a) in the case of a notice to the Corporation at:
Mitel Networks Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attention: Senior Corporate Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
- 48 -
Osler, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇ ▇'▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(b) in the case of a notice to the Investors at the addresses set out on
Schedule A.
Any notice delivered or transmitted to a Party in accordance with the foregoing
is deemed given and received on the day it is delivered or transmitted if it is
delivered or transmitted on a Business Day prior to 5:00 p.m. local time in the
place of delivery or receipt. If the notice is delivered or transmitted after
5:00 p.m. local time or if such day is not a Business Day, then the notice is
deemed to have been given and received on the next Business Day. Any Party may,
from time to time, change its address or fax number by giving notice to the
other Parties in accordance with the provisions of this Section 7.1.
7.2 AMENDMENT
This Agreement may only be amended, supplemented, modified or terminated by the
agreement in writing of the Corporation and the Investors.
7.3 ADDITIONAL PARTY
The Parties acknowledge that, subsequent to the date of this Agreement, the
Corporation may issue Warrants to additional purchasers and that such additional
purchasers may become parties to this Agreement by executing a counterpart
signature page substantially in the form attached as Schedule E. Upon execution
and delivery of the counterpart signature page and acceptance by the
Corporation, the additional purchaser will be a party to this Agreement as an
Investor and be subject to the terms and conditions of this Agreement as if it
were an original signatory.
7.4 EXECUTION AND DELIVERY
This Agreement may be executed by the parties in counterparts and may be
executed and delivered by fax, and all such counterparts and faxes together
constitute one agreement.
7.5 BENEFIT OF THE AGREEMENT
This Agreement enures to the benefit of and is binding upon the respective
heirs, executors, administrators, successors and permitted assigns of the
parties.
7.6 ASSIGNMENT
Subject to applicable securities Laws and the Shareholder Agreement:
(a) the Investors may assign any of their rights under this Agreement to
any Affiliate or to any permitted transferee of the Warrants if, as
a condition of such
- 49 -
assignment, the assignee assumes in writing the liabilities and
obligations of the Investors under this Agreement; and
(b) the Corporation may not assign any of its rights, or delegate any of
its obligations, under this Agreement without the prior written
consent of each of the other Parties, and any such purported
assignment without the written consent of the other Parties is void.
7.7 FURTHER ASSURANCES
From time to time, on and after the Closing, each Party will promptly execute
and deliver all such further instruments and assurances, and will promptly take
all such further actions, as the other Party may reasonably request in order to
effect or confirm the transactions contemplated by this Agreement or any of the
Transaction Documents and to carry out the purposes of this Agreement and any of
the Transaction Documents.
[SIGNATURE PAGES FOLLOW.]
S-1
IN WITNESS WHEREOF the Parties have duly executed this Agreement.
MITEL NETWORKS CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: CFO
[SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT]
S-2
▇▇▇▇▇▇ ▇▇▇▇▇▇ CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: VP Finance
[COUNTERPART SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT]
SCHEDULE A
INVESTORS
PART I
AGGREGATE
AGGREGATE
NUMBER OF PURCHASE
NAME ADDRESS WARRANTS PRICE
------------------------- ----------------------- --------- -----------
▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 15,000 $15,000,000
Suite 534, Tower B
Kanata, Ontario, Canada
K2K 2X3
- - - $ -
- - - $ -
- - - $ -
- - - $ -
TOTAL - $ -
PART II
FIRST TRANCHE
AGGREGATE
NUMBER OF PURCHASE
NAME ADDRESS WARRANTS PRICE
------------------------- ----------------------- --------- -----------
▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 15,000 $15,000,000
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇
SCHEDULE B
FORM OF WARRANT
SCHEDULE "C"
DISCLOSURE SCHEDULE
This document constitutes the disclosure schedule (the "Disclosure Schedule")
referred to in the Subscription Agreement (the "Subscription Agreement") dated
September 21, 2006 between the Corporation and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation. Unless
the context otherwise requires, words and expressions defined in the
Subscription Agreement shall have the same meanings in this Disclosure Schedule.
Disclosure in any one section of this Disclosure Schedule shall be deemed to be
disclosure for purposes of all other Sections of this Disclosure Schedule to the
extent such actual disclosure in the one Section contains sufficient information
so as to constitute adequate disclosure for purposes of that other Section or
Sections and where such actual disclosure would be reasonably apparent to be
applicable to such other Section or Sections. Reference to any matter in any
Section shall not be deemed to an acknowledgement by the Corporation that such
matter meets or exceeds any applicable threshold of materiality or any other
relevant threshold.
In some respects, this Disclosure Schedule sets forth conditions, sets of facts
or other disclosure not strictly called for by the Subscription Agreement where
it was thought that such disclosure might be helpful. No implication shall be
drawn that any condition, set of facts or other disclosure set forth herein is
necessarily material or is otherwise required to be disclosed or that the
inclusion of such disclosure establishes or implies a standard of materiality, a
standard for what is or is not in the usual and ordinary course of business or
any other standard for disclosure set forth in the Agreement.
The following specific disclosures are made in relation to the Subscription
Agreement:
SECTION 3.3
SUBSIDIARIES
LIST OF SUBSIDIARIES:
The full corporate name, jurisdiction of incorporation and registered and
beneficial ownership of the issued and outstanding shares of each direct and
indirect Subsidiary is as follows:
JURISDICTION
OF
NAME OF SUBSIDIARY INCORPORATION OWNERSHIP OF SECURITIES
------------------ -------------- ----------------------------------
Mitel Networks Holdings Limited United Kingdom Wholly-owned by the Corporation
Mitel Networks Asia Pacific Limited Hong Kong Wholly-owned by the Corporation
Mitel Networks International Limited Barbados Wholly-owned by the Corporation
Mitel Networks Overseas Limited Barbados Wholly-owned by the Corporation
Mitel Networks Limited United Kingdom Wholly-owned by Mitel Networks
Holdings Limited, which is in turn
wholly-owned by the Corporation
Mitel Networks SARL France Wholly-owned by Mitel Networks
Limited, which is in turn
wholly-owned by Mitel Networks
Holdings Limited, which is in turn
wholly-owned by the Corporation
Mitel Networks Italia SRL Italy Wholly-owned by Mitel Networks
Limited, which is in turn
wholly-owned by Mitel Networks
Holdings Limited, which is in turn
wholly-owned by the Corporation
Mitel Networks, Inc. Delaware Wholly owned by Mitel Networks
Limited, which is in turn
wholly-owned by Mitel Networks
Holdings Limited, which is in turn
wholly-owned by the Corporation
Mitel Networks Germany GmbH Germany Wholly-owned by Mitel Networks
Limited, which is in turn
wholly-owned by Mitel Networks
Holdings Limited, which is in turn
wholly-owned by the Corporation
Mitel Telecom Limited United Kingdom Wholly-owned by Mitel Networks
Limited, which is in turn
wholly-owned by Mitel Networks
Holdings Limited, which is in turn
wholly-owned by the Corporation
Mitel Financial Services Limited United Kingdom 25% owned by First Asset Finance
PLC; 75% owned by Mitel Networks
Limited, which is in turn
wholly-owned by Mitel Networks
Holdings Limited, which is in turn
wholly-owned by the Corporation
Mitel Networks (Mexico), S.A. de Mexico Wholly owned by the Corporation
-2-
JURISDICTION
OF
NAME OF SUBSIDIARY INCORPORATION OWNERSHIP OF SECURITIES
------------------ -------------- ----------------------------------
C.V. Brazil Wholly owned by the Corporation
Mitel Comercio e Servicos do Brasil
Ltda.
Certain corporate filings for Mitel Networks Holdings Limited, namely, annual
audited financial statements for the fiscal year ended April 27, 2005, which
were due February 2006 have not yet been filed with the UK Companies House. The
Corporation expects to complete and to undertake such filings, on behalf of
Mitel Networks Holdings Limited, in the 2nd quarter of the Corporation's next
fiscal year (FY07). As a result of having not completed such corporate filings,
Mitel Networks Holdings Limited may not be in good standing under the laws of
its jurisdiction.
PARTNERSHIPS, JOINT VENTURES, ETC.:
The Corporation or its Subsidiaries are a partner or participant in the
following partnerships or joint ventures, or own or have agreed to acquire
securities in the following businesses or Persons:
NAME OF JOINT VENTURE JURISDICTION OWNERSHIP OF SECURITIES
--------------------- ------------ -----------------------------
Tianchi Mitel Telecommunications China 50 % owned by the Corporation
Corp
- 25% owned by Tricom
Tianchi Limited
- 21.25% owned by Tianjin
Zhonghuan Electronic
Computer Corporation
- 3.125% owned by Tianjin
Economic Technological
Development Area
Industrial Investment
Company
- 0.625% owned by Trianjin
Post and
Telecommunications
Administration of China
The Corporation is not a partner in a partnership.
SECTION 3.5
AUTHORIZED, ISSUED AND OUTSTANDING CAPITAL
A. STOCKHOLDER RIGHTS AND RESTRICTIONS (INTER ALIA, PRICE PROTECTION,
TRANSFER, PREEMPTIVE. CONVERSION, REDEMPTION, PUT AND ANTI-DILUTION
RIGHTS).
a) Pursuant to an arrangement between the Corporation and ▇▇▇▇▇, ▇▇▇▇▇▇ &
Harcourt LLP ("OHH") in respect of the provision of legal services to
the Corporation, (a) the Corporation may issue Common Shares to OHH in
partial satisfaction of outstanding accounts with that firm, up to 25%
of the value of each eligible invoice capped at a dollar amount of
$200,000 per year, and (b) certain "price protection" rights have been
granted to OHH such that OHH will be issued additional Common Shares
if the Corporation subsequently issues Common Shares (or grants
options) at a lower price.
b) The Corporation, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation (by virtue of amalgamation
between ▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and Mitel Systems Corporation),
Zarlink Semiconductor Inc., Power Technology Investment Corporation
("PTIC"), ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, EdgeStone and Celtic Tech Jet Limited
("CTJL"), are parties to the Shareholders Agreement. CTJL, in
purchasing all of the common shares of the Corporation held by Mitel
Knowledge Corporation, is now a party to the Shareholders Agreement.
In disposing its interest in the Corporation, Mitel Knowledge is no
longer a party to the Shareholders Agreement. The Shareholders
Agreement contains provisions relating to the entitlement of EdgeStone
to appoint two directors to the Board of Directors of the Corporation,
the obligation to obtain Edgestone approval in connection with certain
matters (including but not limited to changes to the Corporation's
by-laws or articles of incorporation and material changes to the
business of the Corporation and various other provisions respecting
the management of the Corporation and dealings with the securities of
the Corporation held by the shareholders which are parties to the
Shareholders Agreement (please also see Section 3.8 to this Disclosure
Schedule). Certain parties to the Shareholders Agreement, namely,
▇▇▇▇▇▇ ▇▇▇▇▇▇ and CTJC, are corporations controlled directly or
indirectly by ▇▇. ▇▇▇▇▇▇▇▇.
The Shareholders Agreement also contains put rights in favour of
certain of the shareholders, as follows:
- If the Corporation has not completed an initial public offering
by September 1, 2006, Zarlink shall have the right, exercisable
for 90 days after September 1, 2006, to require the Corporation
to repurchase all or any portion of the 10,000,000 common shares
held by Zarlink (subject to appropriate adjustment for events
such as stock splits) at a purchase price of CAD$2.85 per share.
- If the Corporation has not completed an initial public offering
by September 1, 2006, PTIC shall have the right, exercisable for
90 days after September 1, 2006, to require the Corporation to
repurchase all or any portion of the 16,000,000 Series B Shares
(subject to appropriate adjustment for events such as stock
splits) held by it on the date of the Shareholders Agreement (or
the common shares issued on the conversion thereof). The purchase
price shall be with respect to each Series B Shares, CAD$1.00
per share (subject to appropriate adjustments) and, with respect
to each common share issued on the conversion of a Series B
Share, equal to CAD$1.00 divided by the number of common shares
issued upon conversion of such Series B Share, in either case
together with an amount equal to the interest on the aggregate
amount payable for such shares at a rate of 7% per annum
commencing August 31, 2001 and compounded semi-annually.
-2-
- If either of Zarlink or PTIC exercises its put rights as
described above, EdgeStone shall also have the right to require
the Corporation to repurchase all but not less than all of the
Series A Shares then held by EdgeStone, for a purchase price
equal to the sum of (i) CAD$1.00 per share (subject to
appropriate adjustment for events such as stock splits) plus an
amount equal to any declared but unpaid dividends on such shares;
plus (ii) the issuance of that number of common shares equal to
the number of common shares then issuable on the conversion of
the Series A Shares then held by EdgeStone. Following the
purchase of such Series A Shares from EdgeStone by the
Corporation upon the exercise of such put rights by EdgeStone,
EdgeStone shall also have the right, upon certain sale events or
after five years plus one day after the date of the Financing, to
require the Corporation to repurchase all or any of its common
shares or convertible securities then held, for a purchase price
based on the then fair market value of such securities.
- Where EdgeStone and one or more of the other shareholders
exercises their put rights, EdgeStone shall have priority, such
that the Corporation will be required to repurchase all of
EdgeStone's securities which are the subject of the exercise of
its put right, before any payments are made to Zarlink and/or
PTIC. Thereafter, where both Zarlink and PTIC have exercised
their put rights, their put rights shall rank pari passu.
- By Amending Agreement dated June 26, 2006, the shareholders to
the Shareholders Agreement agreed to extend the date under which
PTIC and Zarlink (and by extension, Edgestone) can exercise their
respective put rights, to May 1, 2007. The Noteholders (as
required under the terms of the Notes), provided their written
consent to the extension by Consent dated June 26, 2006.
The Shareholders Agreement also contains certain pre-emptive rights in
favour of certain shareholders to the Shareholders Agreement. Please
see Section 3.8 of this Disclosure Schedule.
Please see the Shareholders Agreement, Amending Agreement, and
Noteholder Consent, all of which are annexed to this Section 3.5 as
Appendix "A", "B", and "C", respectively, for further details.
c) On April 27, 2005, the Corporation completed a convertible debt
financing transaction in accordance with the terms and conditions of
the Securities Purchase Agreement, in which the Corporation issued and
sold $55.0 million in aggregate principal amount of convertible Notes
and warrants to purchase 16.5 million of the Corporation's Common
Shares:
- Each of the convertible Notes issued and sold to the noteholders
contains identical terms and conditions, although the principal
amount may vary between noteholders. The convertible Notes mature
on April 28, 2010 and accrue interest, payable semi-annually in
arrears, (a) prior to the consummation of a qualified initial
public offering ( "Qualified IPO", as described in the
convertible Notes), at the London Inter-Bank Offer Rate plus 5%,
(b) following consummation of a Qualified IPO, at London
Inter-Bank Offer Rate plus 2.5% and (c) on or after the 30 month
anniversary of the issuance date of the convertible Notes if a
Qualified IPO has not been consummated, at LIBOR plus 10%.
- Conversion: Each noteholder is entitled to convert any portion of
the balance of the principal and accrued interest outstanding on
its convertible Note into Common Shares of the Corporation, with
the number of Common Shares to be received being determined by
dividing the outstanding principal and accrued interest owing on
each convertible Note
-3-
by a conversion price (the "Conversion Price") calculated
(subject to applicable adjustments) following completion of a
Qualified IPO on the basis of a formula that is 110% of the lower
of (a) the price per common share in Qualified IPO, and (b) the
higher of (i) the average 10-day trading price of Common Shares
of the Corporation on the Nasdaq Global Market immediately
following the date of expiry of the lock-up restrictions entered
into by a noteholder in connection with the Qualified IPO and
(ii) 80% of the price per common share in the Qualified IPO, and
(b) in connection with certain fundamental changes to the
Corporation's business, including a sale of all or substantially
all of the assets of the Corporation, and prior to the
consummation of a Qualified IPO calculated on the basis of $1.50
per common share..
- Default: The Securities Purchase Agreement, convertible Notes and
related transaction documentation, contain customary events of
default, including but not limited to payment defaults, breaches
of agreements and conditions, covenant defaults, cross defaults
and certain events of bankruptcy or insolvency. A default in the
performance by the Corporation of any covenant, agreement or
condition in the convertible Notes will generally not constitute
an event of default unless the default continues, unremedied, for
a period of 30 days after the Corporation has been given notice
of the default by a noteholder. In the event of an uncured
default under the convertible Notes, the noteholders have the
right to accelerate and require the Corporation to redeem all or
any portion of the convertible Notes at a price equal to the
principal plus accrued interest of the convertible Notes then
outstanding.
- Fundamental Change: In the event of a fundamental change that
occurs prior to the maturity date, each noteholder will have the
option to either convert all or a portion of its convertible Note
into Common Shares of the Corporation or obligate the Corporation
to repurchase all or a portion of the convertible Note principal
and accrued interest. In the event of conversion, each
convertible noteholder will receive a number of common shares
determined by dividing the outstanding principal and accrued
interest owing on the convertible Note(s) by the Conversion
Price. Under the terms of the convertible Notes, a fundamental
change includes the sale of all or substantially all of the
property or assets of the Corporation, a change of control,
shareholder approved liquidation or dissolution, a merger or
acquisition, or the number of shares in the Corporation's capital
held directly or indirectly by ▇▇. ▇▇▇▇▇▇▇▇ falling below
115,000,000 (subject to adjustments for stock splits,
consolidations or other similar adjustments).
- Make-Whole Premium: In addition, each noteholder that converts in
connection with a fundamental change which occurs on or after
November 1, 2007 will be entitled to receive a make-whole premium
in the form of additional common shares or cash. The make-whole
premium is determined based on the effective date of the
fundamental change, the current value of the Corporation's common
shares, and whether the fundamental change occurs prior to or
after a Qualified IPO. The amount of the make-whole premium
decreases (i) the larger the increase in the share price from the
price per share under a Qualified IPO, and (ii) the longer the
period of time that has passed from the issuance date (April 27,
2005) of the Notes. The amount will be zero on or after May 1,
2010.
- Pledge, Security and Guarantee Agreements: The convertible Notes,
and the Corporation's performance under them are, subject to
certain exceptions, secured by a security interest over the
assets of the Corporation and certain stock and assets of the
Material Subsidiaries, as evidenced by certain pledge agreements,
security agreements, guarantees, debentures and other related
security documents provided by such entities in
-4-
favor of the convertible noteholders (collectively, the
Noteholder Security"). The Noteholder Security terminates (and is
discharged) upon the consummation of a Qualified IPO.
- Participation Rights: Please see Section 3.8 to this Disclosure
Schedule.
Please see the Securities Purchase Agreement (excluding Schedules and
Exhibits) and form of Note, both of which are annexed to this Section
3.5 as Appendix "D" and "E", respectively, for further details. A list
of the record holders of the Notes, as at September 19, 2006, is
attached as Appendix "F" to this Schedule 3.5.
d) Series A Shares:
- Liquidation Preference -- Upon the occurrence of a liquidation,
dissolution or winding-up of the Corporation, or a "change of
control" of the Corporation (as defined in the Series A Share
provisions), holders of Series A Shares will be entitled to
receive from the Corporation, in preference to any distribution
to holders of Series B Shares (or any other series of Class B
Convertible Preferred Shares) or common shares, an amount, in
respect of each Series A Share, equal to the original issue price
of CAD$1.00 per share plus any declared but unpaid dividends on
such share (the "Series A Liquidation Preference"), subject to
customary adjustments. After payment (whether in cash or other
consideration) of the Series A Liquidation Preference, and
payment (whether in cash or other consideration) of the Series B
Liquidation Preference as described below, the holders of the
Series A Shares are entitled to receive the amount (the "Series A
Participation Amount") resulting from the remaining assets of the
Corporation available for distribution to the shareholders of the
Corporation rateably on an as-if-converted to common shares
basis. Notwithstanding the above, if the liquidation,
dissolution, winding-up or change of control occurs within the
first two years from the date the Series A Shares were originally
issued:
- If Series A Participation Amount per share would be equal to
or greater than the sum of two times the original issue
price of the Series A Shares plus declared but unpaid
dividends, the holders of Series A Shares will not be
entitled to receive the Series A Liquidation Amount and will
only receive the Series A Participation Amount; and
- If Series A Participation Amount per share is less than the
sum of two times the original issue price of the Series A
Shares plus declared but unpaid dividends, then the maximum
amount per Series A Share that the holders are entitled to
receive shall be the sum of two times the original issue
price of the Series A Shares plus declared but unpaid
dividends.
- Voting -- The Series A Shares have voting rights on an
as-if-converted to common shares basis, and shall vote together
with the holders of common shares and Series B Shares.
- Conversion -- The Series A Shares are convertible, at the option
of the holder, and automatically in certain circumstances, into
common shares of the Corporation, on the basis of one common
share for each Series A Share so converted, subject to customary
adjustments for events such as stock splits and the anti-dilution
protection described below. Events that will trigger the
automatic conversion of Series A Shares into common shares
include: (i) the completion of an initial public offering meeting
certain preconditions; and (ii) the vote of the holders of a
certain percentage of the outstanding Series A Shares to require
conversion. In addition, if the conversion occurs after two years
from the original issuance date of the Series A Shares, holders
of Series A Shares will also receive, in respect of each Series A
Share, an additional number of common
-5-
shares (the "Additional Common Shares") equal to the original
issue price (as adjusted) of the Series A Shares, divided by the
fair market value of a Common Share at the time of such
conversion. Further, in the event of a conversion in connection
with an initial public offering that does not meet certain
pre-conditions within the first two years from the original
issuance date, holders of Series A Shares shall also be entitled
to receive certain additional common shares, determined, with
respect to each Series A Share so converted by a fraction, where
the numerator is the difference between two times the issue price
less the greater of (i) the issue price and (ii) the IPO offering
price, and the denominator is the IPO offering price.
- Anti-Dilution Protection-- The Series A Shares have "full
ratchet" anti-dilution protection, such that if the Corporation
issues common shares (or securities exercisable for, convertible
into or exchangeable for common shares) at a price per common
share which is less than the issue price (as adjusted) of the
Series A Shares, then the number of common shares into which the
Series A Shares will then be convertible will thereafter be
calculated on the basis of the lowest price at which the common
shares (or securities exercisable for, convertible into or
exchangeable for common shares) were issued.
- Redemption -- The Series A Shares have redemption rights, which
entitle the holders of a certain percentage of the outstanding
Series A Shares, at any time following five years and one day
from the last date that shares are issued in connection with the
Financing, to require the Corporation to redeem the Series A
Shares. Subject to the availability of sufficient funds for
redemption, upon any such redemption, holders of Series A Shares
will be entitled to receive from the Corporation an amount equal
to the sum of (i) the number of Series A Shares outstanding
multiplied by the sum of the issue price and the per share amount
of any declared but unpaid dividends; and (ii) the then fair
market value of the common shares into which such Series A Shares
are then convertible.
The terms of the Series A Shares are set forth in the Corporation's
Articles of Incorporation as amended which will be delivered to the
Investor on or before closing,
e) Series B Shares
- The Series B Shares are substantially the same as the Series A
Shares, except that the Series B Shares rank junior to the Series
A Shares (but senior to the common shares) with respect to
entitlements on a liquidation, dissolution or winding up of the
Corporation or a change of control of the Corporation and, where
there are insufficient assets available to fully redeem the
Series A Shares and Series B Shares, with respect to priorities
to certain redemption payments.
The terms of the Series B Shares are set forth in the Corporation's
Articles of Incorporation as amended which will be delivered to the
Investor on or before closing,
B. WARRANTS.
a) Warrants to acquire 35,785,410 Common Shares (as at September 19,
2006) have been granted by the Corporation to the Government of Canada
pursuant to the Integrated Communications Solutions R&D Project
Agreement dated October 10, 2002, between the Corporation, March
Networks Corporation and the Government of Canada (the "TPC
Agreement"). The warrants are exercisable on a one-for-one basis for
Common Shares of the Corporation for no additional consideration. The
TPC Agreement and warrant rights are further described in the
Corporation's most recent SEC filing on Form F-l dated July 6, 2006,
and as described in and attached as an exhibit to the Corporation's
SEC filing on Form 20-F dated October 24, 2005. Warrants to acquire an
additional 1,389,476 Common Shares were approved by the Board on
September 7,
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2006, in favour of the Government of Canada. The Warrants will be
granted upon receipt by the Corporation of CDN$1,570,109 from TPC,
representing the remaining funding to the Corporation under the TPC
Agreement.
b) In favour of CIBC World Markets Inc., warrants to purchase a total of
1.000,000 common shares of the Corporation at an exercise price of
CDN$1.00, as set forth in the Warrant Certificate and Amendment
Agreement, both of which are attached as Appendix "G" to this Schedule
3.5.
c) In favour of the holders of the convertible Notes, warrants to
purchase at total (in the aggregate) of 16 million common shares of
the Corporation at an exercise price (subject to appropriate
adjustments) (a) prior to the last day of the first 10 trading days
following the date of expiry of any lock-up restrictions entered into
by the noteholders in connection with a qualified initial public
offering ("Qualified IPO", as defined in the Notes), $1.50 per common
share, and (b) thereafter, the lower of (i) $1.50 per common share and
(ii) the average closing price for the 10 day trading price
immediately following the date of expiry of such lock-up restrictions
which shall be no less than the greater of (A) $1.29 per common share,
and (B) 80% of the price per common share in a Qualified IPO. Each of
these warrants have been issued and sold to the noteholders on
identical terms and conditions, although the number of warrants
granted may vary between noteholders. A copy of the form of noteholder
warrant is attached as Appendix "H" to this Schedule 3.5.
d) In favour of Edgestone Capital Equity Fund II-A, L.P., for the
aggregate price of CAD$1.00, a warrant (the "Series 2 Warrant") to
purchase certain common shares (the "Series 2 Warrant Shares"), in
order to provide certain anti-dilution protection to the holder of the
Series 2 Warrant upon the occurrence of certain events relating to the
exercise of put rights under the Shareholders Agreement. Upon the
exercise of certain of such put rights whereby the Corporation is
required to repurchase a certain number of common shares and Preferred
Shares (the "Repurchased Securities"), the Series 2 Warrant will be
exercisable for a number of common shares, determined by multiplying
the Series 2 Warrant holder's proportionate share of the then
outstanding common shares of the Corporation by the number of shares
determined in accordance with the following formula: by dividing (a)
the amount by which the aggregate purchase price of the Repurchased
Securities exceeds the greater of (i) the fair market value of the
Repurchased Securities or (ii) the number of Repurchased Securities
multiplied by CAD$1.00; by (b)the then applicable fair market value of
a common share. A copy of the Series 2 Warrant is attached as Appendix
"I" to this Schedule 3.5.
e) A list of the record holders of warrants exercisable for shares of
capital stock of the Corporation and its Subsidiaries, as at September
19, 2006, is attached as Appendix "J" to this Schedule 3.5.
C. OPTIONS
a) The 2001 Employee Stock Option Plan was initially approved by our
shareholders on March 6, 2001, and has since been superseded by the
2006 Employee Stock Option Plan. All of (a) the Corporation's
non-employee directors, (b) the Corporation's full-time employees and
officers, (c) employees, officers and directors of any of the
Corporation's subsidiaries and affiliates, and (d) any of its
consultants and consultant companies are eligible to participate in
the stock option plan. There are no other service requirements or
prerequisites to participation in the stock option plan. A total of
25,000,000 common shares are authorized for issuance under the stock
option plan. As of August 31, 2006, there were outstanding options to
purchase 19,434,045 common shares under the Stock Option Plan.
Appropriate adjustments will be made to the number of authorized
shares under this plan and to the shares subject to outstanding awards
in the event of any reorganization, recapitalization, share split,
dividend or other change in our capital structure
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in order to account for the changed circumstances. The stock option
plan contains change of control provisions which accelerate vesting of
options under certain circumstances. No acceleration to the vesting of
any of our outstanding options will occur as a result of the
completion of this offering. As of September 8, 2006, no further
options will be granted under the Stock Option Plan. A copy of the
Stock Option Plan is attached as Appendix "K" to this Schedule 3.5,
and is described in the Corporation's recent SEC filing on Form 20-F
(October 24, 2005).
b) The 2006 Equity Compensation Plan is attached as Appendix "L" to this
Schedule 3.5. As of September 19, 2006, no grants have been made under
this plan.
c) A list of options outstanding for shares of capital stock of the
Corporation and its Subsidiaries, as at August 31, 2006, is attached
as Appendix "M" to this Schedule 3.5.
F. OTHER PLANS
a) Effective May 14, 2001, the Corporation entered into the Mitel
Networks Corporation U.S. Employee Stock Purchase Plan which plan
provided a means for employees of Mitel Networks Inc. and Mitel
Networks Solutions, Inc. to purchase common shares in the Corporation
for a period of one (1) year from the effective date and in accordance
with the terms provided therein. Although the plan is no longer active
for the issuance of shares, shares remain issued and outstanding under
the agreement.
b) On December 9, 2004, the Corporation adopted a deferred share unit
plan in order to promote a greater alignment of interests among two
members of the Corporation's senior management staff and our
shareholders. (One of the senior management participants has since
left the Corporation.) The Corporation's previous supplemental
executive retirement plan was wound up and terminated by the
Corporation in favour of the deferred share unit plan. Each deferred
share unit entitles the holder to receive a cash lump sum payment
equal to the market value of our common shares within one year of
cessation of employment. Deferred share units are not considered
shares, nor is the holder of any deferred share unit entitled to
voting rights or any other rights attaching to the ownership of
shares. The number of deferred share units that may be awarded to a
participant in any calendar year under the deferred share unit plan is
equal to 15% of the participant's annual salary, less the maximum
amount of the participant's eligible retirement savings plan
contributions in that particular taxable year. Within a year of a
participant's cessation of employment with the Corporation, such
participant will receive a lump sum payment in cash having a value
equal to the number of deferred share units recorded on his account
multiplied by the market value of our common shares, less any
applicable withholding taxes. The deferred share unit plan is
administered by the Corporation's Compensation Committee. A copy of
the DSUP is attached to this Schedule 3(s) as Appendix "N".
G. OTHER REDEMPTION OBLIGATIONS, SHAREHOLDER AGREEMENTS OR REGISTRATION RIGHTS
AGREEMENTS
a) As a general practice, the Corporation accepts share subscriptions
from certain employees for the purchase of Common Shares, and agrees
to advance interest free loans to such employees to purchase such
Common Shares. The Corporation has made it a practice, although it is
not an obligation, to forgive loans for employees who are terminated
involuntarily. In such instances, the Corporation redeems the shares
not yet paid for.
b) Pursuant to the registration rights agreement dated April 27, 2005,
(the "2005 Registration Rights Agreement") among the Corporation,
Highbridge International LLC, Marathon Special
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Opportunity Master Fund, Ltd. and Fore Master Convertible Fund, Ltd.,
the holders of registration rights under this agreement are entitled
to the rights described below:
- General Registration Rights. Promptly following the closing of a
Qualified IPO, the Corporation is required to prepare and file a
resale shelf registration statement with respect to the
registrable common shares (the common shares issuable upon
conversion of our convertible notes and the 16,500,000 common
shares issuable upon exercise of our warrants) under this
agreement and use reasonable best efforts to cause the resale
shelf registration statement to become effective within 180 days
to permit resales by the holders upon the expiry of the 180 day
lock-up period. If the resale shelf registration statement has
not been declared effective by the SEC within 180 days following
completion of a Qualified IPO, the Corporation will be required
to make additional interest payments on any outstanding
convertible notes held by the holders who asked to have their
registrable shares included in the resale shelf registration
statement.
- Piggyback Registration Rights. If the resale shelf registration
statement has not been declared effective, and the Corporation
registers any other securities for public sale on another
registration statement, the holders will have the right to
include their common shares in the other registration statement.
- Termination. The rights under this registration rights agreement
terminate on April 27, 2007.
A copy of this registration rights agreement is attached to this
Schedule 3.5 as Appendix "O".
c) Pursuant to the registration rights agreement dated April 23, 2004,
among the Corporation and EdgeStone Capital Equity Fund II-B GP, Inc.,
Mitel Systems Corporation, Mitel Knowledge Corporation, Zarlink
Semiconductor Inc., Power Technology Investment Corporation, and
▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation (the "2004 Registration Rights Agreement"),
the holders of registration rights under this agreement are entitled
to the rights described below:
- Demand Registration Rights. At any time after 180 days following
the closing date of an initial public offering (as defined in the
agreement), the holders of at least 10,000,000 of the common
shares having registration rights (as adjusted for share splits,
consolidation and other similar events) can request that the
Corporation register all or a portion of their shares, so long as
the minimum offering amount for any demand registration is
C$8,000,000 (or C$5,000,000 in the case of a short-form
registration statement on Form F-3 or S-3).
- Piggyback Registration Rights. Holders have the right to include
their shares in an initial public offering, if the Corporation
registers any securities for public sale after the offering
pursuant to any registration statement, including pursuant to the
2005 Registration Rights Agreement, the holders will have the
right to include their common shares in the registration
statement.
- Termination. The rights under this registration rights agreement
terminate five years following the date of the initial public
offering.
A copy of this registration rights agreement is attached to this
Schedule 3.5 as Appendix "P".
Appendices
Appendix A: Shareholder Agreement(1)
Appendix B: Amending Agreement(2)
Appendix C: Consent
Appendix D: Securities Purchase Agreement(2)
Appendix E: Form of Note(2)
Appendix F: Note Register
Appendix G: CIBC Warrant(3), as amended
Appendix H: Form of Noteholder Warrant(2)
Appendix I: Series 2 Warrant(3)
Appendix J: Warrant Register
Appendix K: 2006 Employee Stock Option Plan(4)
Appendix L: 2006 Equity Incentive Plan(2)
Appendix M: Outstanding Options
Appendix N: Deferred Share Unit Plan for Executives(5)
Appendix O: Registration Rights Agreement(5)
Appendix P: Registration Rights Agreement(1)
(1) Filed on May 3, 2004 as an exhibit to a Schedule 13D (Mitel as issuer) by
EdgeStone Capital Equity Fund II-A, L.P.; EdgeStone Capital Equity Fund
II-US, L.P.; EdgeStone Capital Equity Fund II-US-Inst., L.P.; National Bank
Financial & Co. Inc.; EdgeStone Capital Equity Fund II-A GP, L.P.;
EdgeStone Capital Equity Fund II US GP, L.P.; EdgeStone Capital Equity Fund
II-US-Inst. GP, L.P.; EdgeStone Capital Equity Fund II-A GP, Inc.;
EdgeStone Capital Equity Fund II-US Main GP, Inc.; EdgeStone Capital Equity
Fund II-US-Inst. GP, Inc.; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇; and EdgeStone Capital Equity Fund II-B GP, Inc. and
incorporated herein by reference.
(2) Filed separately as an exhibit to the annual report on Form 20-F of Mitel
for the year ended April 30, 2006 and incorporated herein by reference.
(3) Filed on May 9, 2006 as an exhibit to the Form F-1 of the Registrant, dated
May 9, 2006, and incorporated herein by reference.
(4) Filed on March 6, 2006 as an exhibit to the Form S-8 of the Registrant,
dated March 6, 2006, and incorporated herein by reference.
(5) Filed separately as an exhibit to the annual report on Form 20-F of Mitel
for the year ended April 24, 2005 and the transition period ended April 30,
2005 and incorporated herein by reference.
APPENDIX C
CONSENT AND WAIVER
TO: MITEL NETWORKS CORPORATION (THE "CORPORATION") AND THE DIRECTORS AND
CERTAIN SHAREHOLDERS THEREOF
RE: SENIOR SECURED CONVERTIBLE NOTES OF THE CORPORATION DATED APRIL 27,
2005, ISSUED BY THE CORPORATION AND HELD BY EACH OF THE UNDERSIGNED (THE
"NOTES")
AND: SECURITIES PURCHASE AGREEMENT IN WHICH THE CORPORATION ISSUED AND SOLD
THE NOTES AND WARRANTS TO PURCHASE 16.5 MILLION OF ITS COMMON SHARES,
DATED APRIL 27, 2005 (THE "SECURITIES PURCHASE AGREEMENT")
FROM: THE UNDERSIGNED HOLDERS OF THE NOTES (THE "NOTEHOLDERS")
WHEREAS:
A. The Corporation desires to offer warrants (the "OFFERED SECURITIES") to
acquire securities of the Corporation (the "OFFERING") substantially on the
terms set out in the term sheet attached as Schedule "A" (the "TERM
SHEET").
B. Section 4(j)(ii) of the Securities Purchase Agreement grants the
Noteholders pre-emptive rights with respect to issuances of new securities
until one year after a Qualified IPO (the "PRE-EMPTIVE RIGHTS") pursuant to
which the Corporation shall deliver to each of the Noteholders a written
notice (the "OFFER NOTICE") of any proposed or intended issuance or sale or
exchange of the Offered Securities.
C. To accept an Offer, in whole or in part, the Noteholders must deliver a
written notice to the Corporation prior to the end of the tenth (10th)
Business Day after the undersigned's receipt of the Offer Notice (the
"OFFER ACCEPTANCE PERIOD").
D. Section 17(t) of the Notes contains a covenant restricting the Corporation
from engaging in transactions with Affiliates (the "AFFILIATE COVENANT").
E. The Corporation has provided to each of the undersigned a copy of the Term
Sheet attached in Schedule "A".
-3-
F. The undersigned now desire to provide the following Consent and Waiver in
contemplation of the Offering.
NOW THEREFORE, in furtherance of the foregoing and for good and valuable
consideration (the receipt and adequacy of which is hereby acknowledged):
CONSENT AND WAIVER
1. Each of the undersigned waives its Pre-Emptive Rights and the Offer
Acceptance Period in respect of the intended issuance or sale or exchange
of the Offered Securities.
2. Each of the undersigned waives the Affiliate Covenant in respect of the
Offering only. Such Affiliate Covenant shall continue in full force and
effect with respect to any other transactions with Affiliates.
3. All capitalized terms which are used and not defined in this Consent and
Waiver shall have the meaning ascribed thereto in the Securities Purchase
Agreement.
4. Each of the undersigned acknowledges that:
(a) it has had an opportunity to ask questions of the Corporation with
respect to the Offering; and
(b) the Corporation and the Corporation's officers, directors and
shareholders are relying upon each of the undersigned's consent and
waiver set out in this Consent and Waiver in connection with the
Offering.
5. Each of the undersigned agrees to promptly execute and deliver such other
agreements and instruments as may be requested by the Corporation to: (i)
further evidence the undersigned's agreements and acknowledgments set forth
in this Consent and Waiver; and (ii) complete the Offering.
CONSENT
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6. This Consent and Waiver shall be governed by and construed in accordance
with the laws of the State of New York and the laws of the United States
applicable therein without regard to any conflict of law principles. Each
party irrevocably submits to the non-exclusive jurisdiction of the courts
of the State of New York and all courts competent to hear appeals from
those courts with respect to any matter related to this Consent and Waiver.
7. This Consent and Waiver shall enure to the benefit of the Corporation and
the Corporation's directors and officers and each of the parties hereto and
be binding upon each of the undersigned, and its administrators, successors
and assigns.
8. The invalidity or unenforceability of any provision of this Consent and
Waiver shall not affect the validity or enforceability of any other
provision contained herein and any such invalid provision shall be deemed
to be severable from the rest of this Consent and Waiver.
9. This Consent and Waiver may be signed and delivered by facsimile and/or in
counterpart and when so signed and delivered shall be deemed to be an
original document.
CONSENT
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DATED as of _____________, 2006.
HIGHBRIDGE INTERNATIONAL LLC
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
MARATHON SPECIAL OPPORTUNITY MASTER
FUND, LTD.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
FORE CONVERTIBLE MASTER FUND, LTD.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
FORE MULTI STRATEGY MASTER FUND, LTD.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
CONSENT
SCHEDULE "A"
TERM SHEET
MITEL NETWORKS CORPORATION
("MITEL")
TERM SHEET
(WARRANTS TO PURCHASE COMMON SHARES)
The following terms are set out below solely for the purpose of outlining the
principal terms pursuant to which an investment may be made in Mitel (the
"Investment").
KEY PROVISIONS
INVESTORS ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (or companies controlled by him)
("▇▇▇▇▇▇▇▇") will invest a minimum of US$15 million.
Other investors approved by Mitel may invest an
aggregate of up to US$25 million.
▇▇▇▇▇▇▇▇ and the other investors are referred to in
this Term Sheet individually as an "Investor",
collectively as "Investors".
SECURITY Common Share Purchase Warrants ("Warrants") to purchase
common shares in the capital of Mitel ("Common
Shares"). The Warrants will be sold on a private
placement basis to accredited investors in Canada and
to "large" institutional accredited investors in the
United States without an Offering Memorandum.
PRICE PER WARRANT US$1,000 per Warrant; the number of Common Shares
issuable on the exercise of each Warrant is set out
below. See also "Common Shares Issuable on Exercise"
below.
MINIMUM PURCHASE Investors must purchase a minimum of US$1 million
unless otherwise agreed by Mitel.
EXERCISE PRICE No additional amount is payable by the holder on
exercise of the Warrants.
AGGREGATE PROCEEDS Up to a maximum of US$40 million.
USE OF PROCEEDS Working Capital
CLOSING DATE The Investment will close in several tranches on dates
determined by the Investors and Mitel (the "CLOSING
DATES").
The first tranche will close on or about September 22,
2006 (the
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"FIRST TRANCHE CLOSING DATE").
SUBSEQUENT OFFERING The Investors will have the option to exchange their
Warrants for equity securities issued in any subsequent
private placement entered into by Mitel within 90 days
of the First Tranche Closing Date on terms more
favourable to the new Investors.
CLOSING CONDITIONS Prior to or at each of the Closing Dates, Mitel and
each Investor will enter into the agreements set out
below and any other agreements which are customarily
entered into in connection with the transactions
contemplated in this Term Sheet.
TERMS OF WARRANTS
EXERCISE EVENT Warrants will only be exercised (and shall be exercised
automatically) upon any of the following events (each
an "Exercise Event"):
(i) immediately prior to the completion of an initial
public offering in which the Common Shares are listed
and posted for trading, traded or quoted on one or more
of the Toronto Stock Exchange, the New York Stock
Exchange or the NASDAQ Global Market System (an "IPO");
or
(ii) immediately prior to a sale of all or
substantially all of the equity of Mitel to a purchaser
(i) on an all cash basis, or (ii) for shares (or a mix
of cash and shares) of the purchaser where such shares
are publicly traded on one or more of the TSX, Nasdaq,
or NYSE (a "Change of Control Event"); or
(iii) immediately prior to a "Fundamental Transaction"
as defined in the warrants dated April 27, 2005 (a
"Fundamental Transaction Event"); or
(iv) the date that is 24 months following the First
Tranche Closing Date (the "Warrant Term" or "End of
Warrant Term Event", as the context requires).
COMMON SHARES ISSUABLE If the Exercise Event is an IPO, the number of Common
ON EXERCISE Shares issuable on the exercise of each Warrant shall
equal US$1,000 divided by the lesser of (i) (A) during
the first 12 months of the Warrant Term, 85% of the US
dollar price per Common Share being offered in the IPO,
and (B) during the remaining 12 months of the Warrant
Term, an additional 1 1/4% discount per month (to an
additional maximum discount, in the aggregate, of 15%)
of the US dollar price per Common Share being offered
in the IPO and (ii) US$1.50.
In addition to the foregoing, if the Exercise Event is
an IPO,
CONSENT
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each Investor shall receive a warrant to purchase, at
an exercise price equal to the US dollar price per
Common Share being offered in the IPO, an additional
number of Common Shares equal to the number of Common
Shares issued to that Investor upon exercise of the
Warrant as set forth above (the "IPO Warrant"). This
IPO Warrant shall expire on the date that is eighteen
months following the completion of the IPO.
If the Exercise Event is a Change of Control Event, the
number of Common Shares issuable on the exercise of
each Warrant shall equal US$1,000 divided by the lesser
of (1) (A) during the first 12 months of the Warrant
Term, 85% of the Change of Control Price, and (B)
during the remaining 12 months of the Warrant Term, an
additional 1 1/4% discount per month (to an additional
maximum discount, in the aggregate, of 15%) of the
Change of Control Price and (2) US$1.50. The "Change of
Control Price" shall be equal to the US dollar price
per Common Share paid in cash or shares (or a mix of
cash and shares) to the holders of Common Shares in a
Change of Control Event.
If the Exercise Event is a Fundamental Transaction
Event that is not also a Change of Control Event, the
number of Common Shares issuable on the exercise of
each Warrant shall equal US$1,000 divided by US$1.50.
If the Exercise Event is an End of Warrant Term Event,
the number of Common Shares issuable on the exercise of
each Warrant shall equal US$1,000 divided by US$1.50.
The Warrants will contain customary anti-dilution
provisions for stock splits, dividends, subdivisions
and combinations.
VOTING The Warrants will not possess any voting rights.
QUALIFICATION AND REGISTRATION RIGHTS
TERMS AND CONDITIONS The Investors will be granted qualification and
registration rights in accordance with the registration
rights agreement dated April 23, 2004 among Mitel and
certain of its shareholders.
MARKET STAND-OFF The Investors will agree to enter into a lock-up
agreement under which the Investors will agree to not
offer, sell, or otherwise dispose of any Registrable
Securities or other equity securities of Mitel during
the 180-day period (plus a possible additional 18 days
if required under US securities law) following an IPO,
except any such securities offered and sold pursuant to
a secondary offering as permitted by Mitel.
CONSENT
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SUBSCRIPTION AGREEMENT
CUSTOMARY TERMS AND The purchase of the Warrants will be made pursuant to a
CONDITIONS Subscription Agreement. Such agreement shall contain,
among other things, customary representations and
warranties of Mitel and the Investors, customary
affirmative and negative covenants of Mitel, and any
conditions of closing reasonably requested by the
Investors, including an opinion of counsel to Mitel
reasonably satisfactory to the Investors.
GENERAL
BINDING EFFECT This Term Sheet is not a binding commitment of either
the Investors or Mitel.
EXPENSES If the Investment is completed, Mitel will bear the
reasonable legal fees of the Investors. If the
Investment is not completed, each party will bear its
own legal fees and expenses. However, if the Investment
is not completed by reason of Mitel's refusal to
proceed on the terms set out herein, Mitel shall pay
all reasonable legal fees of the Investors.
CONSENT
APPENDIX F
SENIOR SECURED CONVERTIBLE NOTES REGISTER
Date of Principal Amount Principal Amount Principal Amount Date of
Registered Name Issue US$ Transferred $US Outstanding $US Transfer
--------------- -------- ---------------- ---------------- ---------------- ---------
Fore Convertible Master Fund, Ltd. 04/27/05 $13,750,000.00 $13,750,000.00
Highbridge International LLC 04/27/05 $13,750,000.00 $13,750,000.00
Lakeshore International, Ltd. 04/27/05 $13,750,000.00 $13,750,000.00 $ 0.00 8/29/2005
Marathon Special Opportunity Master Fund, Ltd. 04/27/05 $13,750,000.00 $13,750,000.00
Fore Convertible Master Fund, Ltd. 04/27/05 $ 9,750,000.00 $ 9,750,000.00 8/29/2005
Fore Multi Strategy Master Fund, Ltd. 04/27/05 $ 4,000,000.00 $ 4,000,000.00 8/29/2005
$55,000,000.00
MITEL NETWORKS CONFIDENTIAL 9/19/2006 Page 2
APPENDIX G
AMENDMENT TO COMMON SHARE PURCHASE WARRANT ISSUED BY MITEL
NETWORKS CORPORATION TO CIBC WORLD MARKETS INC.
THIS AMENDMENT AGREEMENT is made this 11th day of August, 2006,
BETWEEN:
CIBC WORLD MARKETS INC. ("CIBCWM")
AND
MITEL NETWORKS CORPORATION (THE "CORPORATION")
RECITALS:
A. On April 29, 2004 the Corporation issued a warrant to CIBCWM to purchase up
to one million (1,000,000) fully paid and non-assessable Common Shares (the
"Shares") in the capital of the Corporation (the "Warrant");
B. The Corporation and CIBCWM now wish to amend the terms of the Warrant to add
a cashless exercise feature;
THEREFORE in consideration of the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, the Corporation and CIBCWM
hereby agree as follows:
ARTICLE 1
EXERCISE
1.1 Section 4 of the Warrant is hereby deleted in its entirety and replaced
with the following:
4.1 METHOD OF EXERCISE. This Warrant may be exercised by the Holder prior
to 5:00 p.m. (Ottawa time) on the Expiry Date by surrendering this Warrant
to the Corporation at its office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, or
such other place as may be designated by the Corporation, together with
either
(i) the notice of exercise in the form attached hereto as Schedule "A"
(the "Notice of Exercise"), setting forth the number of Shares for
which it is being exercised, the name or names in which certificates
are to be issued, and the number of Shares which are to be issued in
each name, accompanied or preceded by payment to the Corporation, by
cash, certified cheque or wire transfer of immediately available
funds, of the Exercise Price multiplied by the number of Shares being
purchased; or
-2-
(ii) if the exercise is in connection with a Liquidity Event that is
the initial public offering of the Corporation, the notice of net
issuance in the form attached hereto as Schedule "B" (the "Notice of
Net Issuance"), setting forth the number of Shares for which it is
being exercised as determined by Section 4.2, the name or names in
which certificates are to be issued, and the number of Shares which
are to be issued in each name.
4.2 NET-ISSUANCE EXERCISE. If the Holder elects to exercise this Warrant by
delivery of a Notice of Net Issuance, the Holder shall receive the number
of fully-paid nonassessable Shares as is computed by the following formula:
X = Y(A-B)
------
A
where
X = the number of Shares that shall be issued to the Holder.
Y = the number of Shares in respect of which the Notice of Net
Issuance is being made.
A = the offering price of one Share in the Corporation's initial
public offering.
B = the Exercise Price.
1.2 The following shall be attached as Schedule "B" to the Warrant as
referenced in Section 4.1 above.
SCHEDULE "B"
NOTICE OF NET ISSUANCE
TO: MITEL NETWORKS CORPORATION
The undersigned, holder of the Warrant hereby elects to receive, without
payment by the undersigned of any additional consideration,
________________ Shares (as that term is defined in the Warrant) pursuant
to Section 4.2 of the attached Warrant.
The undersigned Holder hereby directs that the Shares hereby subscribed for
be issued and delivered as follows:
-3-
NAME IN FULL ADDRESS IN FULL NUMBER OF SHARES
Dated as of this _____ day of ___________.
Holder:
----------------------------------------
Authorized Signatory:
Name:
----------------------------------
ARTICLE 2
ISSUANCE OF SHARES
2.1 The first sentence of Section 5 of the Warrant is hereby deleted in its
entirety and replaced with the following:
Upon surrender of this Warrant and delivery of a duly executed (i) Notice
of Exercise and payment of the Exercise Price; or (ii) Notice of Net
Issuance, the Corporation will issue to the Holder the number of Shares
subscribed for and the Holder will be a shareholder of the Corporation in
respect of such Shares at the date of surrender, delivery and payment,
where applicable.
ARTICLE 3
GENERAL
3.1 All capitalized terms used in this Amendment Agreement and not otherwise
defined herein shall have the meanings given to them in the Warrant.
3.2 The Warrant and this Amendment Agreement shall together constitute the
"Warrant" as referred to in the Warrant and in this Amendment Agreement.
3.3 Save and except as set out herein, all other terms and conditions of the
Warrant remain unchanged and in full force and effect.
3.4 This Amendment Agreement shall be governed by the laws of Ontario and the
laws of Canada applicable therein.
-4-
IN WITNESS WHEREOF, the parties have caused this to be signed, by their
respective duly authorized officers, as the case may be.
CIBC WORLD MARKETS INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
MITEL NETWORKS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: CFO
APEENDIX J
MITEL NETWORKS CORPORATION
WARRANTS (EXERCISABLE ANY TIME)
Date of Certificate Shares Subject Price Per Expiry
Registered Name Issue No. to Warrant Share Date
--------------- -------- ----------- -------------- --------- ---------
Her Majesty the Queen in Right of Canada 10/16/02 1 4,634,522 $2.75 $12,744,935.50
Her Majesty the Queen in Right of Canada 10/25/02 2 1,548,066 $2.75 $ 4,257,181.50
Her Majesty the Queen in Right of Canada 09/30/03 3 6,804,380 $2.00 $13,608,760.00
Her Majesty the Queen in Right of Canada 09/30/04 4 13,862,943 $1.00
Her Majesty the Queen in Right of Canada 09/30/05 5 8,935,499 $1.00 $13,862,943.00
----------
35,785,410 $ 8,935,499.00
----------
CIBC World Markets Inc. 04/29/04 1,000,000 $1.00 28-Apr-09 $ 1,000,000.00
----------
EdgeStone Capital Equity Fund II Nominee, Inc. 04/23/04 Series 1 5,000,000 $1.25 23-Apr-11 $ 6,250,000.00
----------
EdgeStone Capital Equity Fund Il-A, L.P. Series 2 tbd $0.00
----------
41,785,410
----------
NOTEHOLDERS' WARRANTS (EXERCISABLE AT IPO)
Shares Shares Shares
Price Subject Subject Subject
Date of Certificate Per to to Note to Note Cancellation
Registered Name Issue No. Share Note Cancelled Outstanding Expiry Date Date
--------------- -------- ----------- ------- --------- --------- ----------- ----------- ------------
Highbridge International LLC 04/27/05 SPA-1 US$1.50 4,125,000 4,125,000 4/27/2009
Lakeshore International, Ltd. 04/27/05 SPA-2 US$1.50 4,125,000 4,125,000 0 4/27/2009 8/29/2005
Marathon Special Opportunity Master
Fund, Ltd. 04/27/05 SPA-3 US$1.50 4,125,000 4,125,000 4/27/2009
Fore Master Convertible Fund, Ltd. 04/27/05 SPA-4 US$1.50 4,125,000 4,125,000 0 4/27/2009
Fore Convertible Master Fund, Ltd. 08/29/05 SPA-5 US$1.50 2,925,000 2,925,000 4/27/2009 12/08/05
Fore Multi Strategy Master Fund, Ltd. 08/29/05 SPA-6 US$1.50 1,200,000 1,200,000 4/27/2009
Fore Convertible Master Fund, Ltd. 12/08/05 SPA-7 US$1.50 4,125,000 4,125,000 4/27/2009
--------- ----------
8,250,000 16,500,000
--------- ----------
APPENDIX M
OUTSTANDING REPORT MITEL NETWORKS CORPORATION
AS OF 8/31/2006
AGGREGATE
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ OUTSTANDING
DATE TYPE GRANTED PER SHARE EXERCISED CANCELED EXERCISABLE OUTSTANDING PRICE
----- ------------- ---------- ----------- --------- ---------- ----------- ----------- --------------
MITEL NETWORKS CORPORATION
3/6/2001 Non-Qualified 11,958,400 3.50 51,162 11,907,238 0 0 $ 0.00
5/9/2001 Non-Qualified 2,650,116 3.50 9,800 2,640,316 0 0 $ 0.00
6/15/2001 Non-Qualified 553,350 4.00 1,750 551,600 0 0 $ 0.00
6/27/2001 Non-Qualified 154,600 4.00 0 154,600 0 0 $ 0.00
7/30/2001 Non-Qualified 18,800 4.00 0 18,800 0 0 $ 0.00
8/29/2001 Non-Qualified 17,877 4.00 1,895 15,982 0 0 $ 0.00
9/21/2001 Non-Qualified 242,250 4.00 0 179,750 62,500 62,500 $ 250,000.00
12/13/2001 Non-Qualified 212,950 4.00 0 123,250 89,700 89,700 $ 358,800.00
2/25/2002 Non-Qualified 232,290 4.00 0 136,440 95,850 95,850 $ 383,400.00
4/26/2002 Non-Qualified 666,785 4.00 0 359,660 307,125 307,125 $ 1,228,500.00
6/18/2002 Non-Qualified 184,200 2.75 0 159,200 25,000 25,000 $ 68,750.00
7/12/2002 Non-Qualified 114,000 2.75 0 0 114,000 114,000 $ 313,500.00
9/6/2002 Non-Qualified 385,500 2.75 0 212,500 129,750 173,000 $ 475,750.00
12/11/2002 Non-Qualified 204,500 2.75 3,750 50,500 111,750 150,250 $ 413,187.50
3/11/2003 Non-Qualified 37,500 2.75 0 4,500 24,750 33,000 $ 90,750.00
6/12/2003 Non-Qualified 383,500 2.75 0 321,500 46,500 62,000 $ 170,500.00
7/18/2003 Non-Qualified 118,000 2.75 0 0 88,500 118,000 $ 324,500.00
9/4/2003 Non-Qualified 101,500 2.75 0 80,500 10,500 21,000 $ 57,750.00
12/9/2003 Non-Qualified 635,700 2.00 2,125 478,075 78,750 155,500 $ 311,000.00
7/15/2004 Non-Qualified 250,000 1.00 0 0 125,000 250,000 $ 250,000.00
7/26/2004 Non-Qualified 10,399,044 1.00 19,075 842,275 4,921,422 9,537,694 $ 9,537,694.00
8/20/2004 Non-Qualified 49,451 1.00 0 0 24,725 49,451 $ 49,451.00
9/9/2004 Non-Qualified 269,387 1.00 0 5,000 66,096 264,387 $ 264,387.00
12/9/2004 Non-Qualified 336,783 1.00 748 23,102 78,176 312,933 $ 312,933.00
3/17/2005 Non-Qualified 3,733,600 1.00 9,750 481,875 854,150 3,241,975 $ 3,241,975.00
6/9/2005 Non-Qualified 445,888 1.00 1,500 21,500 105,720 422,888 $ 422,888.00
7/27/2005 Non-Qualified 3,704,946 1.00 0 1,825,000 469,984 1,879,946 $ 1,879,946.00
9/9/2005 Non-Qualified 315,483 1.00 0 97,000 0 218,483 $ 218,483.00
12/8/2005 Non-Qualified 447,633 1.00 0 27,150 0 420,483 $ 420,483.00
3/8/2006 Non-Qualified 246,883 1.16 0 8,000 1,250 238,883 $ 277,104.28
5/5/2006 Non-Qualified 55,000 1.55 0 0 0 55,000 $ 85,250.00
6/8/2006 Non-Qualified 1,115,497 1.55 0 10,500 0 1,104,997 $ 1,712,745.35
6/28/2006 Non-Qualified 30,000 1.55 0 0 0 30,000 $ 46,500.00
PLAN TOTALS 40,271,413 101,555 20,735,813 7,831,198 19,434,045 $23,166,227.13
SCHEDULE 3.6
LAWFUL ISSUANCE OF SECURITIES
NON-COMPLIANCE WITH PRE-EMPTIVE RIGHTS, SECURITIES LAWS OR OTHER LAWS:
With respect to prior issuances of securities by the Corporation to Persons
resident in jurisdictions other than Canada, the United States or the United
Kingdom, the Corporation did not make independent inquiry into whether all such
issuances fully complied with all applicable laws in such other jurisdictions.
As a result, those securities of the Corporation may not have been offered,
issued and sold in compliance with such laws.
SECTION 3.8
GOVERNMENTAL OR THIRD PARTY CONSENTS
The following consents, approvals, authorizations, declarations, filings or
registrations with any Governmental Authority or any other Person have been or
will be obtained as follows:
- Section 2.8 of the Shareholders Agreement requires the Corporation to
obtain the prior written consent of EdgeStone Capital Equity Fund II-B
GP, Inc., as agent for EdgeStone Capital Equity Fund II-A, L.P. and
its parallel investors, and EdgeStone Capital Equity Fund II Nominee,
Inc., as nominee for EdgeStone Capital Equity Fund II-A, L.P. and its
parallel investors (collectively, "Edgestone"), prior to (a) issuing
any equity securities or warrants and (b) granting or acquiescing to
the assertion of, any price protection, anti-dilution or similar
rights with respect to any securities of the Corporation.
- The Corporation will be required to obtain a waiver from Principal
Shareholders (Edgestone, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Celtic Tech Jet Limited,
Power Technology Investment Corporation, Zarlink Semiconductor Inc.,
and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation) to the Shareholders Agreement if it is
unable to comply with the pre-emptive rights notice provisions under
Section 4.1 of that agreement.
- Section 4.1 provides that: (a) a written notice of the
Corporation's intention to issue New Securities (as defined in
the Shareholders Agreement) must be provided to the Principal
Shareholders, describing the amount and type of New Securities
and the price and the proposed closing date, upon which the
Corporation proposes to issue the New Securities (the
"Pre-Emptive Rights Notice") and (b) the parties to the
Shareholders Agreement shall have 15 Business Days from the date
of receipt of the pre-emptive rights notice to agree in writing
to participate in the new issuance (the "Pre-Emptive Rights
Acceptance Period").
- Sections 4.1(d) of the Shareholders Agreement provides that sales
of any New Securities will be subject to further pre-emptive
rights if not sold within 60 Business Days following the end of
the Pre-emptive Rights Acceptance Period (the "Closing Period").
- Sections 4.1(e) of the Shareholders Agreement provides that sales
of any New Securities not accepted by the Principal Shareholders
must be consummated within 60 Business Days following the end of
the Pre-emptive Rights Acceptance Period.
- The Corporation will be required to obtain a waiver from the holders
of the Notes if it is unable to comply with the pre-emptive rights
notice provisions under Section 4(j) of the Securities Purchase
Agreement:
- Section 4(j) grants the noteholders pre-emptive rights with
respect to issuances of new securities until one year after a
Qualified IPO (the "Pre-Emptive Rights") pursuant to which the
Corporation shall deliver to each of the noteholders a written
notice (the "Offer Notice") of any proposed or intended issuance
or sale or exchange of the Offered Securities. To accept an
Offer, in whole or in part, the noteholders must deliver a
written notice to the Corporation prior to the end of the tenth
(10th) Business Day after the undersigned's receipt of the Offer
Notice (the "Offer Acceptance Period").
- Section 17(t) of the Notes contains a covenant restricting the
Corporation from engaging in transactions with Affiliates. The
Corporation will require a waiver from the noteholders waiving this
covenant.
SECTION 3.9
FINANCIAL STATEMENTS & ABSENCE OF CERTAIN CHANGES
TO BE DISCUSSED
SECTION 3.9(C): MATERIAL TRANSACTION WITH INSIDERS
- As described under 3.23(iii)(d) the Corporation is a party to a Letter
of Agreement - Purchase of Prepaid Software Licences dated April 25,
2006 with Natural Convergence Inc. Since April 30, 2006 the
Corporation has purchased $300,000.00 of licenses and an additional
$300,000.00 of debentures under this Agreement.
SECTION 3.9(F): ISSUANCE OF SHARES
- The Corporation has obligations to grant or has granted/issued the
options, warrants and shares as described under Section 3.5(b) of this
Disclosure Schedule.
SECTION 3.9(G): OFFICERS, DIRECTORS AND KEY EMPLOYEE
Since the Financial Statement Date, the following changes occurred in the
position of the officers, directors and key employees of the Corporation or any
of the Material Subsidiaries:
DATE OF
NAME OF OFFICER TERMINATION/ REPLACEMENT
COMPANY NAME TERMINATED/RESIGNED TITLE RESIGNATION OFFICER
------------ ------------------- --------- ------------ ------------
Mitel Networks, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇ President 12-May-06 ▇▇▇▇ ▇▇▇▇▇▇▇
SECTION 3.9(H): COMPENSATION
▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
Effective as of May 5, 2006, the Corporation executed an Agreement to
Amending the Amended and Restated Employment Agreement with ▇▇. ▇▇▇▇▇. ▇▇. ▇▇▇▇▇
is employed for an indefinite term, subject to termination in accordance with
the terms of his employment agreement, as amended. If ▇▇. ▇▇▇▇▇ is terminated
without cause, he will receive a severance payment totaling 24 months' salary
and bonus compensation (paid over a 24-month period), plus benefit continuation
and continued vesting of options for the same period. Upon death or disability,
▇▇. ▇▇▇▇▇ is entitled to a lump sum payment of one year's total salary plus
bonus, and, in addition, continued vesting of options for one year. ▇▇. ▇▇▇▇▇
receives a base salary of C$750,000, a monthly car allowance of C$1,000, stock
options, and fuel and maintenance reimbursement for one vehicle, and he
participates in the Corporation's standard employee benefit plans. ▇▇. ▇▇▇▇▇ is
also entitled to receive an annual bonus payment in an amount determined by the
Compensation Committee of the Board of Directors of the Corporation. ▇▇. ▇▇▇▇▇'▇
employment agreement contains provisions addressing confidentiality,
non-disclosure, non-competition and ownership of intellectual property. In the
event of a change in control there is accelerated vesting of 100% of any
remaining unvested options.
By way of a letter agreement between ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇ dated March
1, 2002, as amended, ▇▇. ▇▇▇▇▇▇▇▇ granted to ▇▇. ▇▇▇▇▇ options to purchase
3,000,000 common shares of the
-2-
Corporation with an exercise price of C$3.50 from the holdings of ▇▇. ▇▇▇▇▇▇▇▇.
All of these options have vested and none have been exercised. These options to
▇▇. ▇▇▇▇▇ expire on March 1, 2012.
▇▇▇▇ A.N. Butcher.
▇▇▇▇ ▇▇▇▇▇▇▇ is employed as President and Chief Operating Officer of the
Corporation, reporting to the Chief Executive Officer. Effective as of May 5,
2006, the Corporation executed an Agreement Amending the Amended and Restated
Employment Agreement with ▇▇. ▇▇▇▇▇▇▇. ▇▇. ▇▇▇▇▇▇▇ is employed for an indefinite
term, subject to termination in accordance with the terms of his employment
agreement, as amended. If ▇▇. ▇▇▇▇▇▇▇ is terminated without cause, he will
receive a severance payment totaling 18 months' salary and bonus compensation
(paid over an 18-month period), plus benefit continuation and continued vesting
of options for the same period. Upon death or disability, ▇▇. ▇▇▇▇▇▇▇ is
entitled to a lump sum payment of one year's total salary plus bonus, and, in
addition, accelerated vesting of 25% of any remaining unvested options. ▇▇.
▇▇▇▇▇▇▇ receives a base salary of C$500,000, a monthly car allowance of C$1,500,
stock options, and fuel and maintenance reimbursement for one vehicle, and he
participates in the Corporation's standard employee benefit plans. ▇▇. ▇▇▇▇▇▇▇
is also entitled to receive an annual bonus payment in an amount determined by
the Compensation Committee, in its sole discretion. ▇▇. ▇▇▇▇▇▇▇'▇ employment
agreement contains provisions addressing confidentiality, non-disclosure,
non-competition and ownership of intellectual property. In the event of a change
in control there is accelerated vesting of 100% of any remaining unvested
options.
By way of a letter agreement between ▇▇. ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇ dated
March 1, 2002, as amended, ▇▇. ▇▇▇▇▇▇▇▇ granted to ▇▇. ▇▇▇▇▇▇▇ options to
purchase 1,000,000 common shares of the Corporation with an exercise price of
C$3.50 from the holdings of ▇▇. ▇▇▇▇▇▇▇▇. All of these options have vested and
none have been exercised. These options to ▇▇. ▇▇▇▇▇▇▇ expire on March 1, 2012.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is employed as Chief Financial Officer of the Corporation,
reporting to our Chief Executive Officer. Effective as of January 1, 2006, the
Corporation executed an Employment Agreement with ▇▇. ▇▇▇▇▇▇▇ under which he is
employed for an indefinite term, subject to termination in accordance with its
terms. If ▇▇. ▇▇▇▇▇▇▇ is terminated without cause, he will receive a severance
payment totaling 18 months' salary and bonus compensation (paid over an 18-month
period), plus benefit continuation and continued vesting of options for the same
period. Upon death or disability, ▇▇. ▇▇▇▇▇▇▇ is entitled to a lump sum payment
of one year's total salary plus bonus, and, in addition, accelerated vesting of
25% of any remaining unvested options. ▇▇. ▇▇▇▇▇▇▇ receives a base salary of
C$300,000, a monthly car allowance of C$1,000, stock options, and fuel and
maintenance reimbursement for one vehicle, and he participates in the
Corporation's standard employee benefit plans. ▇▇. ▇▇▇▇▇▇▇ is also entitled to
receive an annual bonus payment of up to 50% of his annual base salary, in an
amount determined by the Compensation Committee, in its sole discretion. ▇▇.
▇▇▇▇▇▇▇'▇ employment agreement contains provisions addressing confidentiality,
non-disclosure, non-competition and ownership of intellectual property. In the
event of a change in control there is accelerated vesting of 100% of any
remaining unvested options.
SECTION 3.10
INVENTORY VALUATION
As disclosed in note 2(j) of the Financial Statements, the Corporation provides
inventory allowances based on estimated excess and obsolete inventories. For the
financial year ended April 30, 2006, the inventory allowance was in the amount
of $2.5 million.
SECTION 3.13
INDEBTEDNESS
A. INDEBTEDNESS WITH AT LEAST ONE YEAR MATURITY:
The Corporation or one of its Subsidiaries have incurred Indebtedness which
matures more than one year after the date of their original creation or issuance
under the following:
- certain capital leases of not more than USD$5,000,000, at interest
rates varying from 9.0% to 12.0%, payable in monthly instalments, with
maturity dates ranging from September, 2007 to August, 2009, and
secured by the leased assets.
- certain real property leases entered into by the Corporation or its
Subsidiaries as set forth in Section 3.17(a) of this Disclosure
Schedule.
- certain outstanding convertible Notes, maturing on April 28, 2010. If
the convertible Notes have not been converted into common shares by
their maturity date, the Corporation will have to repay the note
holders the principal amount of $55.0 million plus accrued and unpaid
interest. In addition, repayment may be required prior to the maturity
date in the event of a default or fundamental change under the
convertible Notes plus accrued and unpaid interest.
SECTION 3.14
ABSENCE OF UNDISCLOSED LIABILITIES
INTEREST RATE HEDGE
In September 2005, the Corporation entered into a derivative contract with ▇▇
▇▇▇▇▇▇ (AA- latest S&P rating), in order to limit the impact of a change in
LIBOR on interest expense related to the convertible Notes for the period
commencing November 1, 2005 to November 1, 2007. The derivative contract, based
on $55 million, effectively provides a cap on LIBOR of 5.27% and a floor on
LIBOR of 4.00%. At quarter end, the FMV of the derivative contract was $158,364.
OUTSTANDING FOREIGN EXCHANGE CONTRACTS
As at September 15, 2006, the Corporation had the following foreign currency
contracts outstanding:
MITEL MITEL
COUNTER TRANSACTION VALUE BUY BUY
PARTY DATE DATE CURRENCY (SELL) RATE CURRENCY (SELL)
------- ----------- --------- -------- ------ ------- -------- -------
CIBC 28-Jun-06 21-Sep-06 CAD 3,000 0.89326 USD (2,680)
CIBC 31-Jul-06 5-Oct-06 CAD 3,000 0.88723 USD (2,662)
CIBC 31-Jul-06 19-Oct-06 CAD 3,000 0.88723 USD (2,662)
RBC 16-Aug-06 17-Oct-06 EUR (7,350) 1.28665 USD 9,457
RBC 16-Aug-06 17-Oct-06 GBP 6,450 1.89670 USD (12,234)
BONDING
As at September 15, 2006, the Corporation had less than USD$5,000,000 in bonds
outstanding. These bonds are related to various customer contracts. Potential
payments due under these may be related to our performance and/or our resellers'
performance under the applicable contract. Historically, we have not made any
payments and we do not anticipate that we will be required to make any material
payments under these types of bonds.
SECTION 3.16
TAX MATTERS
SECTION 3.16(A): ARREARS
None.
SECTION 3.16(B): TAX RETURNS
The following Subsidiaries have not filed tax returns within the times
prescribed:
Mitel Networks Holdings Limited
Mitel Networks Asia Pacific Limited
SECTION 3.16(C): CLAIMS
None.
SECTION 3.16(D): WITHHOLDING
None.
SECTION 3.16(E): TAX SHARING
None.
SECTION 3.16(H): AUDITS
MITEL NETWORKS CORPORATION: OPEN TAX
AUDITS (AS OF SEPTEMBER 2006)
CANADA
Income Tax Federal 2002 - 2003 International audit still to be completed
Income Tax Ontario 2003 - 2005 Commenced September 2006
USA
Sales tax California 07/01/03 - 06/30/06 Status: The auditor has completed his field
work and we are in process of reviewing
invoices & exemption certificates for the
"Sales tax" test. The response to the
"Accrued tax analysis" is being mailed out
today. The requested invoices for the "Fixed
Asset" test are in process.
Income tax New York FYE 2003, 2004, 2005 Status: The auditor was scheduled for on site
review of these MNSI returns during August.
No further contact by the auditor at this
time.
Income tax Alabama FYE 2005 Status: Desk audit assumed to be closed. No
response to information sent May 31, 2006.
SECTION 3.16(J): COLLECTION AND REMITTANCE
None.
SECTION 3.17
REAL PROPERTY
SECTION 3.17(A): LEASED REAL PROPERTY
The Corporation's Head Office (located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇)
totaling approximately 512,000 square feet are leased from Brookstreet Research
Park Corporation (formerly known as Mitel Research Park Corporation), a company
controlled by ▇▇. ▇▇▇▇▇▇▇▇. In addition, the Corporation and its Subsidiaries
are parties under certain leases for office space - please see chart below:
COMMENCEMENT EXPIRY ANNUAL RENT
LEASED PROPERTY LANDLORD TENANT DATE DATE PAYABLE
--------------- ----------------- --------------- ----------------- ------------- ------------------------
CANADA
2800, 350-7th Avenue SW First Executive Mitel Networks 15-APR-04 30-NOC-07 ***
Suite 2830 Centre Ltd. Corporation
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Life Mitel 01-JUL-98 30-JUN-11 ***
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ Assurance Company Networks
Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Mitel Networks 09-AUG-06 ▇▇-▇▇▇-▇▇ ***
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ Executive Centre Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Mitel 01-JAN-02 ▇▇-▇▇▇-▇▇ ***
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ Properties Networks
Corporation Corporation
(Former
Trizic Properties
Limited)
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Mitel 03-OCT-96 ▇▇-▇▇▇-▇▇ ***
▇▇▇▇, ▇▇▇▇, ▇▇ Health Care Group Networks
Board of Trustees Corporation
▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ Mitel 27-MAR-01 31-MAR-11 ***
and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ Corporation Corporation
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Mitel 28-OCT-98 ▇▇-▇▇▇-▇▇ ***
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ Leaseholds Incl Networks
L5R 3L1 ▇/▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇ boulevard Alexis Nihon Mitel Networks 01-FEB-05 31-JAN-12 ***
Dr. -Frederik-Philips Corporation
Bureau ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 200 Common Wealth Mitel 11-JAN-99 31-JAN-11 ***
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Partners Networks, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Mitel 01-MAY-02 30-APR-07 ***
▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Investment Networks, Inc.
Company
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Real Mitel 15-JAN-98 31-JAN-07 ***
B-9 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Estate Company Network
Solutions, Inc.
-2-
COMMENCEMENT EXPIRY ANNUAL RENT
LEASED PROPERTY LANDLORD TENANT DATE DATE PAYABLE
--------------- ----------------- --------------- ----------------- ------------- ------------------------
Corporate Centre V 485 Properties, Mitel 09-DEC-05 31-DEC-13 ***
Five Concourse LLC Networks,
parkway, Suite 1950 Inc.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇▇▇▇ county, GA)
The ▇▇▇▇▇▇ Building 241 The ▇▇▇▇▇▇ Mitel 01-JAN-03 31-DEC-06 ***
S. Frontage Rd, Suite Building Joint Network
37 Bun-Ridge, IL 60551 Venture Solutions,
(Chicago) Inc.
Three First national ▇▇▇▇▇ 70 Mitel 01-JAN-06 31-DEC-12 ***
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ LP Inc.
1157 ▇.▇▇▇▇▇▇▇▇▇ Quantum Mitel 01-APR-06 31-MAR-09 ***
Chicago, IL Crossings, LLC Networks Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Capital Mitel l-AUG-01 31-JUL-08 ***
Suite 130 Group Network
Southborough, MA Properties Solutions,
(Boston) Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Mitel Ol-DEC-01 ▇▇-▇▇▇-▇▇ ***
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ltd. Network
(Minneapolis) Solutions,
Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Mitel 16-MAY-03 ▇▇-▇▇▇-▇▇ ***
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ Business Network
07071 Properties Solutions,
Inc.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ Property Mitel 07-AUG-06 ▇▇-▇▇▇-▇▇ ***
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ Limited Networks,
08053 Partnership Inc.
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. Nocha Group 3 LLC Mitel 01-MAR-96 ▇▇-▇▇▇-▇▇ ***
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Network
(Albany) Solutions,
Inc.
▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Mitel 14-MAY-04 30-JUN-09 ***
Floor New York, NY Avenue Building Network
10015 Co., L.P. Solutions,
Inc.
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Di Chario Mitel 01-JAN-01 31-DEC-06 ***
Suite 40 Town of Chili, Network
NY (Rochester) Solutions,
Inc.
GSW Sistribution Centre 805 Carrier Mitel 01-MAY-04 30-JUN-07 ***
#1 805 W.N. Carrier Partners Networks,
parkway Ltd. Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇ Mitel 01-AUG-99 ▇▇-▇▇▇-▇▇ ***
▇▇▇ ▇▇▇▇▇▇, ▇▇ Associates LLC Networks,
20170-5344 Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Brandywine Mitel 01-FEB-04 ▇▇-▇▇▇-▇▇ ***
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ Realty Services Network
23236 Solutions,
Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ R K R Investments Mitel 01-NOV-02 31-OCT-07 ***
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Network
(Little Chute) Solutions,
Inc.
N19 W24400 Riverwood MRA-The Mitel 01-JAN-03 31-DEC-06 ***
Drive Waukesha, Management Assoc., Network
Wisconsin (Milwaukee) Inc. Solutions,
Inc.
-3-
COMMENCEMENT EXPIRY ANNUAL RENT
LEASED PROPERTY LANDLORD TENANT DATE DATE PAYABLE
--------------- ----------------- --------------- ----------------- ------------- ------------------------
No Lease
agreements in
please with
storage units.
Monthly only
Mitel Networsk ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Mitel 01-DEC-03 30-NOV-06 ***
Bosque de Alisos 47-A ▇▇▇▇▇▇▇ Networks Inc.
In A2-02 Boseque ▇▇
▇▇▇▇▇▇▇ de las Lomas Caterinals No 48
Delegacion Cuajimalpa
Mexico d.F., C.P. ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇.▇. Mitel Networks, 01-APR-06 31-MAR-09 ***
Metro Office Park Inc.
▇▇ ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
Chamic Business Charmic Holdings Mitel 01-JUL 04 Renewable ***
Centre St. ▇▇▇▇▇▇▇, Ltd Networks, Inc. annually
Barbados (cancel with
6 month
notice)
Note, This is the
US Archive
company. We do
not have a lease
Agreement.
Invoiced monthly
UK OFFICES
Unit 1, Castelgate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Mitel 17-MAR-06 09-MAR-21 ***
Business park Ltd. Networks Ltd.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ***
▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ Networks Vacated
Business Park, Limited in Nov. 2003
Bellshill, (Glasgow)
▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mitel 1991 ▇▇▇▇ ***
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ Networks
Limited
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Mitel 1990 2015 ***
Birmingham Business Business Park Networks Office sublet
Park, Solihull Parkway, Limited from Sep
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ 3005-
Sep 2010
▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Mitel 2003 2013 ***
▇▇▇▇▇▇-▇▇-▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ OJQ Limited
(Haydock)
▇▇▇▇▇▇▇ House, EDP Mitel 1995 2020 ***
Strathclyde Business Networks
Park, Bellshill, Limited
Lanarkshire (Glasgow)
▇▇▇ ▇▇▇▇▇ House, Glasgow City Mitel 2002 2014 ***
India Street, Glasgow Council Networks
Limited
-4-
COMMENCEMENT EXPIRY ANNUAL RENT
LEASED PROPERTY LANDLORD TENANT DATE DATE PAYABLE
--------------- ----------------- --------------- ----------------- ------------- ------------------------
▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Mitel 17-OCT-05 ▇▇-▇▇▇-▇▇ ***
▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ Communications Networks
Centre Limited
INTERNATIONAL OFFICES
Centro Direzional Edilnord Mitel 2001 Sept 2007 ***
Milano ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ SRL
Segrate, MI
(Milan, Italy)
Plusfour, Corio Mitel 2001 2006 ***
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇, Limited
2132HC (Schipol, NL)
Dubai Internet City, Dubai Technology, Mitel Renewable Renewable ***
Office 122/123, Electronic Networks annually annually
Building No. 9. ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇, UAE Free Zone
Le Quebec, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Mitel 2002 2011 ***
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 78280 Networks SARL
Guyancourt (Paris,
▇▇▇▇▇▇)
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇▇ Mitel 2003 2013 ***
▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Networks
Germany Limited
▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ Mitel 2005 Renewable ***
3era planta Inversiones S.A. Networks annually
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Riyadh Kingdom Centre - Regus Mitel Networks Sep 05 31-AUG-08 ***
The Kingdome Centre Ltd
▇▇▇▇ ▇▇▇▇▇., ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
First Floor, Forest AECI Pension Fund Mitel South 01-SEP-05 31-AUG-08 ***
Ridge ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
ASIA AND FAR EAST (US $'S)
Suite 1203B 157-159 Epsom Enterprises Mitel 01-JUL-04 30-JUN-07 ***
▇▇▇▇▇▇ Street Pty Ltd. Networks Asia
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ Pacific Ltd
Australia
88 Hing Fat St. Mitel 01-APR-05 31-MAR-07 ***
2002-20 Floor Networks Asia
Causeway Bay, Pacific Ltd
Hong Kong China
1 ▇▇▇▇ ▇▇▇▇ First Ae Mitel No Lease No
Teda Tianjin Pr Networks Asia Rent -- Use of
China 200457 Pacific Ltd office only
-5-
COMMENCEMENT EXPIRY ANNUAL RENT
LEASED PROPERTY LANDLORD TENANT DATE DATE PAYABLE
--------------- ----------------- --------------- ----------------- ------------- ------------------------
Prudential Tower 14 Diamond Town Mitel 01-JUL-05 30-JUN-07 ***
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Asia Pacific
Ltd
SECTION 3.17(B): SUBLETTING OR ASSIGNMENT OF LEASED REAL PROPERTY
- The Corporation has entered into sublease lease agreements with each
of General Dynamics, Newheights Software Corporation and InGenius
Software for certain space at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇.
- Mitel Networks Limited has sublet the property leased to it under the
lease entered into with Grand Metropolitan Hotel, which lease is
described in Section 3.17(a) of this Disclosure Schedule, to
Continuity Company.
- Mitel Networks Limited has sublet 71.25% of its interest in the lease
entered into with Birmingham Business Park, which lease is described
in Section 3.17(a) of this Disclosure Schedule, to Kingston
Communications Ltd.
- Mitel Networks Limited has sublet the property leased to it under the
lease entered into with EDP, which lease is described in Section
3.17(a) of this Disclosure Schedule, to SBP.
SECTION 3.18
PERSONAL PROPERTY
The Notes, and the Corporation's performance under them are, subject to certain
exceptions, secured by a security interest over the assets, including, including
certain Owned IP (namely certain United States and Canadian registered patents,
trademarks and copyrighted materials) of the Corporation and certain stock and
assets of the Material Subsidiaries, as evidenced by certain pledge agreements,
security agreements, guarantees, debentures and other related security documents
provided by such entities in favor of the Noteholders (collectively, the
"Convertible Noteholder Security"). The Convertible Noteholder Security
terminates (and is discharged) upon the consummation of a Qualified IPO.
SECTION 3.20
EMPLOYMENT CONTRACTS
SECTION 3.20(B): NUMBER OF EMPLOYEES AND INDEPENDENT CONTRACTORS
Full Time Employees and Independent Contractors:
The Corporation and its Subsidiaries have in aggregate approximately 1559 full
time employees and a number of independent contractors retained by the
Corporation from time to time as required.
Current Labour Unrest and Threatened Labour Strike:
None.
SECTION 3.20(C): SEVERANCE OBLIGATIONS
Please see disclosure set out under Section 3.21(a) of this Disclosure Schedule.
SECTION 3.20(E): COMPLAINTS OR GRIEVANCES UNDER EMPLOYMENT LEGISLATION
None, other than the complaints grievances, claims, work orders or
investigations disclosed in Section 3.27 of this Disclosure Schedule.
Outstanding decisions or settlements refraining the Corporation from doing any
act
None.
SECTION 3.20(F): PAYMENT AND ACCRUAL OF COMPENSATION
Mitel Networks Limited may not be in compliance with the Employment Rights ▇▇▇
▇▇▇▇ and may have acted in breach of contract in connection with the hours
reduction program as disclosed in Section 3.21(d) of this Disclosure Schedule.
The extent of such liability, if any, is unknown (contingent) and, as such, has
not been accrued.
SECTION 3.21
EMPLOYEE PLANS
SECTION 3.21(A): EMPLOYEE PLANS
The Employee Plans are as follows:
Global or Multi-regional Employee Plans
- "Stock Option Administration Policy & Procedures" - policy and
procedure for employee stock option plan (Global)
- "Sales Incentive Compensation Plan - Fiscal year 2004" - sales
incentive compensation plan for employees in US and Canada
- "Invention Disclosure Program" - description of program in place for
patent management - Note: the Invention Disclosure Program document is
provided in draft form as it has not been finalized but, in the form
provided, substantially reflects the practices of the Corporation
- "Patent Portfolio Policy" - policy for administration and maintenance
of patent portfolio
- "Layoff" - description of policy for layoffs, as amended by
Termination Agreements which were issued by the Corporation to certain
key employees, as a retention strategy, to increase entitlement upon
layoff
Employee Plans available to Canadian Employees
- "Choices & Opportunities - 2006 Employee Benefits" - information
booklet for Flexible Benefit Program
- "Member's Booklet for Mitel Networks Corporation Pension Plan for
Quebec and Ontario Members" - information booklet for Pension Plan
(DCPP and RRSP)
- "Termination of Employment" - Canada Policies - Employment -
guidelines for termination of employees
- "Compensation" - Canada Policies - Rewards, Recognition & Benefits -
additional compensation programs for employees, eg. call-in pay,
overtime, etc.
Employee Plans available to EMEA Employees
- "Schedule of Employee Benefits" - summary of benefits available to
employees
- "Your Benefits" - information booklet for benefits availably to
employees
- "Redundancy & Redeployment" - MFHR0024 - policy for the redundancy and
redeployment of permanent employees
- "Family Security Plan" - information booklet for pension program
available to employees
- "Family Security Plan - Additional Voluntary Contributions" -
information booklet for additional voluntary contributions that can be
made under the pension program
-2-
- "Out of Hours Working and Overtime Payments" - policy and procedure
for payment of overtime for eligible employees
- "Payment to Employees Moved to Higher Cost Housing Areas" - policy and
procedure for compensation payments to employees transferred at the
company's request
- "Working Time Policy" - policy and procedure for calculation and
management of working time to ensure the company complies with Working
Time Regulations, application in the UK
- "Voluntary Termination of Employment" - MFHR0006 - policy and
procedure relating to resignation
- "Sales Incentive Scheme" - policy and procedure applicable to all
employees eligible for the sales incentive scheme in EMEA
- "Bid Management Bonus Scheme" - policy and procedure for bonus scheme
applicable to employees who are responsible for bid management
- "Service Account Management Incentive Scheme" - policy and procedure
for bonus scheme applicable to employees who are responsible for
service account management
- "Micros for the Masses" - interest free loan made available to
employees to enable the purchase of home computer (no written
documentation of program available)
- "Stakeholder Plan" - pension scheme facilitated by Friend Provident
(insurance company) which enables employees to access, subject to the
employees contribution, a contribution by the Corporation equal to 6%
of the employees salary (no written documentation of program
available)
Employee Plans available to US Employees
- "Mitel Networks Corporation U.S. Employee Stock Purchase Plan" -
policy and procedure for employee stock option purchase by employees
of Mitel Networks Inc. and Mitel Networks Solutions Inc.
- "▇. ▇▇▇▇ Price Update" booklet - information on 401K plan
- "Severance Plan" - US HR Guide - Severance Pay - guidelines for
severance benefits for employees (available by internet), as amended
by Termination Agreements which were issued by the Corporation to
certain key employees, as a retention strategy, to increase
entitlement upon layoff
- "Benefits to Meet Your Needs" - information" booklet for Flexible
Benefit Program"
SECTION 3.21(B):
None.
-3-
SECTION 3.21(D): AMENDMENTS TO EMPLOYEE PLANS
In June 2001, the Corporation introduced a global hours reduction program
("Global Hours Reduction Program") which resulted in a reduction in hours of
one-half day per week. After October 11, 2002, the Corporation introduced a
modified hours reduction program, under which the total number of hours
reduction was reduced from 10% to 6.7%. The modified hours reduction program
introduced "designated" or "alternate" days on which employees were not required
to work. The modified hours reduction program was terminated on December 30,
2002 and the Global Hours Reduction Program was re-instated. Such program was
discontinued in March 2004.
In December 2001, the Corporation introduced a pension reduction program
affecting all its employees in North America, other than those employees who are
members of the International Brotherhood of Electrical Workers and, as such,
subject to the Collective Agreement disclosed in section 3.22 of this Disclosure
Schedule. The pension reduction programs were effective December 15, 2001, in
Canada and January, 2003, in the US. Under this program, the Corporation's
contribution to its pension plan is reduced by a total of 1% of the enrolled and
affected employee's earnings. The pension reduction program is still in force.
Termination Agreements were issued by the Corporation to certain key employees,
as a retention strategy, to increase entitlement upon lay off. See also Section
3.9(h) to this Disclosure Schedule.
SECTION 3.21(F): TAX EXEMPT STATUS OF EMPLOYEE PLANS
None.
SECTION 3.21(G): INSURANCE AND ACCRUALS
The Deferred Stock Unit Plan
The U.K. pension Plan.
SECTION 3.22
UNIONS
LIST OF COLLECTIVE AGREEMENTS:
Collective Agreement with the International Brotherhood of Electrical Workers
effective until September 30, 2007.
EXISTENCE OF UNIONS AND OTHER BARGAINING AGENTS:
The International Brotherhood of Electrical Workers represents approximately 101
American field technicians who perform installation, maintenance and systems
changes for Mitel Networks Solutions Inc., an indirect wholly-owned subsidiary
of the Corporation (see above - Collective Agreement).
SECTION 3.23
MATERIAL CONTRACTS
SECTION 3.23(II); MATERIAL CONTRACTS
The Corporation or its Subsidiaries entered into the following Contracts that
are individually, or in the aggregate (in the case of a series of related
agreements or agreements with the same or related parties), material to the
Corporation (considered on a consolidated basis) or its Business, prospects,
financial condition, operations, property or affairs (other than those purchase
and sale agreements, instruments or commitments for the sale of the products or
services of the Corporation entered into in the ordinary course of business on
the Corporation's standard terms):
- please see disclosure of the Contracts listed under Sections 3.13 and
3.23(iii) of this Disclosure Schedule.
- lease agreement between Brookstreet Research Park Corporation and the
Corporation for the lease of ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, which
lease agreement is described in Section 3.17(a) of this Disclosure
Schedule.
- The Corporation is a party to a "R/3 Software End User Value License
Agreement with SAP Canada Inc.", effective February 16, 2001 and
entered into with SAP Canada Inc. This license agreement provides the
Corporation with business process management software.
- please see disclosure of the Contracts set forth in the Financial
Statements.
- please see disclosure of the TPC Agreement set forth in Section 3.5B
of this Disclosure Schedule.
SECTION 3.23(III)(A): SINGLE SOURCE CONTRACTS
The Corporation outsources most of its worldwide manufacturing and repair
operations to BreconRidge Manufacturing Solutions Corporation. In addition to
BreconRidge, the Corporation outsources the manufacturing of a number of its
products to Plexus Corp. of the United States and certain desktop sets to WKK
Technology Ltd. in China.
SECTION 3.23(III)(C): EMPLOYMENT AGREEMENTS
Please see disclosure set out in Section 3.9(h) of this Disclosure Schedule.
SECTION 3.23(III)(D): CONTRACTS WITH AFFILIATES, INSIDERS AND NON-ARMS LENGTH
PARTIES (OTHER THAN SUBSIDIARIES)
- Please see Section 3.5 to this Disclosure Schedule (Shareholders
Agreement and 2004 Registration Rights Agreement)
- The Corporation is party to a lease agreement with Brookstreet
Research Park Corporation, a corporation controlled directly or
indirectly by ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, respecting its corporate
headquarters at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇. The Corporation is
a party to the TPC Agreement with TPC and March Networks
-2-
Corporation, each (other than TPC) being a corporation controlled by
directly or indirectly ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
- The Corporation and certain of its Subsidiaries, Mitel Networks Inc.
and Mitel Networks Limited, are parties to a supply agreement with
BreconRidge Manufacturing Solutions, Inc. and BreconRidge
Manufacturing Solutions Limited dated August 31, 2001.
- In connection with the acquisition of the Mitel name, certain assets
and subsidiaries from Zarlink, the Corporation entered into:
- a non-exclusive supply agreement dated February 16, 2001, as
amended, with Zarlink pursuant to which Zarlink has agreed to
supply semiconductor components to the Corporation; and
- an intellectual property license agreement dated February 16,
2001, with Zarlink pursuant to which Zarlink licensed to the
Corporation certain intellectual property retained by Zarlink at
the time the communications systems business of Zarlink was sold
to the Corporation.
Zarlink is a shareholder of the Corporation.
- The Corporation is a party to certain lease agreements, as disclosed
in Section 3.17 of this Disclosure Schedule, with BreconRidge
Manufacturing Solutions Corporation.
- The Corporation is a party to a services agreement with BreconRidge
Manufacturing Solutions Corporation, BreconRidge Manufacturing
Solutions Inc. and BreconRidge Manufacturing Solutions Limited dated
August 31st, 2001.
- The Corporation has entered into technology transfer, technology
licensing and distribution agreements with each of the following
companies related to ▇▇. ▇▇▇▇▇▇▇▇: NewHeights Software Corporation,
Encore Networks, Inc., Natural Convergence Inc. and MKC Corporation.
These companies develop technology that the Corporation integrates
with, distributes or sells alone or as part of its own products. The
Corporation also purchases services from time to time from the
following companies that are directly or indirectly related to ▇▇.
▇▇▇▇▇▇▇: CTJL and Brookstreet Hotel Corporation, Celtic Manor Resort
Manor Limited, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation, and Bridegwater Systems
Corporation.
- The Corporation and its Subsidiaries, Mitel Networks Limited and Mitel
Networks International Limited, are a party to an Alliance Agreement
entered into effective September 21, 2001.
SECTION 3.23(III)(E): JOINT VENTURE AGREEMENT
- As described in Section 3.3 of this Disclosure Schedule, the
Corporation is a party to a joint venture named Tianchi Mitel
Telecommunications Corp.
SECTION 3.23(III)(F): GOVERNMENT CONTRACTS
- The Corporation entered into the TPC Agreement, as described in
Section 3.5B of this Disclosure Schedule.
- Mitel Networks, Inc. holds a federal supply schedule Contract No.
GS-35F-0398K with the General Services Administration ("GSA") that
governs the terms and conditions of
-3-
sales to federal and state government entities that procure goods and
services under through the GSA.
SECTION 3.23(III)(G): EXCLUSIVE DEALINGS
- The Corporation is a party to a Distribution Agreement with Digital
Telecom Company effective November 1st, 1990 pursuant to which the
Corporation appointed Digital Telecom Company as the exclusive
distributor in Egypt.
SECTION 3.23(III)(H): ESCROW AGREEMENTS
- The Corporation is a party to an escrow agreement with Zarlink and
Royal Trust (Escrow Agent), in favour of the Corporation whereby
Zarlink has escrowed certain of its VoIP and Hybrid products used by
the Corporation in its products.
- Mitel Networks Limited is a party to an escrow agreement with Marks &
▇▇▇▇▇▇▇ in the U.K., and NCC Escrow International Ltd., in favour of
Marks & ▇▇▇▇▇▇▇ for the escrow of certain of the Corporation's product
source code.
SECTION 3.24
CUSTOMERS, LICENSORS AND SUPPLIERS
SECTION 3.24(A): CUSTOMER CONTRACTS AND SUPPLIER CONTRACTS
(i) Contracts between the Corporation and any Subsidiary and the ten most
significant suppliers (including licensors of Licensed IP):
***
(ii) Contracts between the Corporation and the ten most significant suppliers
(including licensors of licensed IP):
***
SECTION 3.24(E): ALTERNATIVE SOURCES OF SUPPLY
***
The Corporation depends on sole source and limited source suppliers for key
components of its products. In addition, the Corporation's contract
manufacturers often acquire these components through purchase orders and may
have no long-term commitments regarding supply or pricing from their suppliers.
Lead-times for various components may lengthen, which may make certain
components scarce. As component demand increases and lead-times become longer,
the Corporation's suppliers may increase component costs. The Corporation also
depends on anticipated product orders to determine our materials requirements.
Lead-times for limited-source materials and components can be as long as six
months, vary significantly and depend on factors such as the specific supplier,
contract terms and demand for a component at a given time. From time to time,
shortages in allocations of components have resulted in delays in filling
orders.
SECTION 3.25
DESCRIPTION OF BUSINESS INTELLECTUAL PROPERTY
The following is a list of the Intellectual Property and Technology that the
Corporation owns, uses or has the right to use in the conduct of its Business
and that is individually or in the aggregate material to the conduct of the
Business or the loss of which could reasonably be expected to result in a
Material Adverse Effect.
With the exception of the following Mitel referenced Patents, there is no
Intellectual Property and Technology registered in the name of the Subsidiaries:
- Mitel Ref. No. 502 (registered in the name of Mitel Networks, Inc.)
- Mitel Ref. No. 200, 353, 399, 400, 401, 402, 403, 410, and 481
(registered in the name of Mitel Inc. (now Mitel Networks, Inc.).
The Corporation is in the process of assigning the above referenced Patents into
the name of the Corporation.
The Corporation is in the process of obtaining (and in the case of Zarlink
negotiating) assignments of the following Patents in favour of the Corporation
- Mitel Ref No., 98, 386, 436, 472, 111103, 111110, 111123,111125,
111138 and 111145 (registered in the name of Mitel Knowledge
Corporation, now owned by CTJL).
- Mitel Ref No. 210, 382, 417, 467,486 and 552 (registered in the name
of Zarlink).
OWNED IP
INDUSTRIAL DESIGN PATENTS REFERENCE NUMBER JURISDICTION
------------------------- ---------------- ----------------------
Plastic Door 394 Canada, US, UK
Telephone Attendant Console (Superconsole 2000) 494 Canada, US, UK
Mouse Controller 514 Canada, France, US, UK
5303 Conference Phone 538 Canada, France, US, UK
Audio Conferencing Unit Canada
Attendant Console 494 Canada, UK & US
Mitel 5230 IP Appliance 553 Canada, France,
Germany, UK
TRADEMARKS REFERENCE NUMBER JURISDICTION
---------- ---------------- ----------------------
"MITEL" 431,328 Canada
M & design 217,058 Canada
Mitel and M design 433,249 Canada
-2-
COPYRIGHT REFERENCE NUMBER JURISDICTION
--------- ---------------- ----------------------
SX-2000 PBX Software LIGHTWARE 28 - MS2008 CR0027 US
SX-2000 PBX Software LIGHTWARE 27- MS2007 CR0028 US
SX-2000 PBX Software LIGHTWARE 26 - MS2006 CR0029 US
SX-2000 PBX Software LIGHTWARE 29 - MS2009 CR0031 US
SX-2000 PBX Software LIGHTWARE 30 - MS20I0 CR0040 US
SX-2000 for Windows NT CR0041 US
SX-200 PBX Software LIGHTWARE 17 - G1007 CR0043 US
SX-200 PBX Software LIGHTWARE 18 - G1010 CR0044 US
SX-200 PBX Software LIGHTWARE 19 - G1012 CR0045 US
SX-2000 PBX Software LIGHTWARE 31 - MS2011 CR0046 US
MITEL NETWORKS 3200ICP System Software -
IPERA 2000 System Software CRQ047 US
DOMAIN NAMES REGISTRAR
▇▇▇▇▇.▇▇▇ ▇▇▇.▇▇▇▇▇▇▇▇.▇▇
PATENTS
STATUS MITEL # TITLE COUNTRY SERIAL # DATE FILED PATENT # PATENT GRANT DATE
-------- -------- ------------------------- --------- ---------------- -------------- ----------- -----------------
AGENT
604 Prospective Availablity
Service and Client
620 Dynamic Alarm
Adjustment
621 Incoming Caller
Information on Self
Labelling Keys
623 Beamforming Weights
Conditioning for
Efficient Implementations
of Broadband Beamformers
625 Dynamic Programmable Key
Allocation
FILED
334D Processing By Use of US 11/471742 06/21/2006
Synchronized Tuple Spaces
and Assertions
356D Call Control System and Canada 2551861 08/17/2000
Method
466 Voice activated language Canada 2419112 02/18/2003
translation
466 Voice activated language Europe 03250851.7 08/27/2003
translation
466 Voice activated language UK 0204056.6 02/12/2003
translation
466 Voice activated language UK 0204056.6 02/21/2002
translation
466 Voice activated language US 10/370313 02/19/2003
translation
469 Visually Impaired Canada 2431124 06/05/2003
-3-
Application
469 Visually Europe 03253594.0 06/06/2003
Impaired
Application
469 Visually UK 0213134.0 06/07/2002
Impaired
Application
469 Visually US 10/457076 06/05/2003
Impaired
Application
477 Execution sets Canada 2343705 04/10/2001
for generated
logs
477 Execution sets Europe 01303374.1 04/10/2000
for generated
logs
477 Execution sets US 09/832373 04/11/2001
for generated
logs
484 Noise masking of US 09/571,534 05/16/2000
microphone signals
in wired
telecommunications
equipment and power
loss disconnect
489 Minet IP Canada 2339320 03/02/2001
Protocol
Extensions,
489 Minet IP US 09/800112 03/05/2001
Protocol
Extensions,
491 A better Canada 2400148 08/29/2002
presentation of a
menu for an
interactive voice
response system
491 A better Europe 02255935.5 08/27/2002
presentation of a
menu for an
interactive voice
response system
491 A better UK 0121150.7 08/31/2001
presentation of a
menu for an
interactive voice
response system
491 A better US 10/231612 08/30/2002
presentation of a
menu for an
interactive voice
response system
502 Methods and Canada 2,354,803 08/07/2001
Apparatus for
Previewing
Multimedia
Attachments of
Electronic Messages
502 Methods and Europe 01306796.2 08/09/2001
Apparatus for
Previewing
Multimedia
Attachments of
Electronic Messages
502 Methods and US 09/643150 08/21/2000
Apparatus for
Previewing
Multimedia
Attachments of
Electronic Messages
508 Pro-Active Canada 2413574 12/05/2003
Features for
Telephony
508 Pro-Active Europe 02258428.8 12/06/2002
Features for
Telephony
508 Pro-Active Features UK 0129250.7 12/06/2001
-4-
for Telephony
508 Pro-Active US 10/310558 12/05/2002
Features for
Telephony
509 A Split Browser Canada 2,400,139 08/29/2002
for Stimulus
Phones
509 A Split Browser Europe 02256054.6 08/30/2002
for Stimulus
Phones
509 A Split Browser UK 0121160.6 08/31/2001
for Stimulus
Phones
509 A Split Browser US 10/232146 08/30/2002
for Stimulus
Phones
513 Method and Europe 03250228.8 01/14/2003
Apparatus for
Establishing and
maintining voice
communications Among
a Community of
Interest
513 Method and Apparatus UK 0200746.6 01/14/2002
for Establishing and
maintining voice
communications Among
a Community of
Interest
513 Method and Apparatus US 10/339996 01/10/2003
for Establishing and
maintining voice
communications Among
a Community of
▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 2,381,536 05/21/2002
Interactive Logs
516 Mobile Europe 0109241.0 04/12/2002
Interactive Logs
516 Mobile US 10/121779 04/12/2002
Interactive Logs
520D Tuple Space Europe 06076173.1 06/06/2006
Operations for
Fine Grained
Control
523 An Infrared-based Canada 05194156 12/03/2002
Protocol for
Selecting a Service
from a Set of
Discovered Services
523 An Infrared-based Europe 02257705.0 11/06/2002
Protocol for
Selecting a Service
from a Set of
Discovered Services
523 An Infrared-based US 10/281700 10/28/2002
Protocol for
Selecting a Service
from a Set of
Discovered Services
526 A Device for Canada 2452022 12/04/2003
Changing the
Speaking Rate of
Recorded Speech
-5-
526 A Device for Europe 03257650.6 12/04/2003
Changing the
Speaking Rate of
Recorded Speech
526 A Device for UK 0228245.7 12/04/2002
Changing the
Speaking Rate of
Recorded Speech
526 A Device for US 10/729842 12/04/2003
Changing the
Speaking Rate of
Recorded Speech
528 Echo Canceller Canada 2429877 05/27/2003
Employing
H-register and
Storage Register
528 Echo Canceller Europe 03252525.5 04/22/2003
Employing
H-register and
Storage Register
528 Echo Canceller UK 0212298.4 05/28/2002
Employing
H-register and
Storage Register
528 Echo Canceller US 10/446359 05/28/2003
Employing
H-register and
Storage Register
529 Cheap Canada 2418251 01/31/2003
Lightpipe
Design and
Construction
529 Cheap Europe 03250642.0 01/31/2003
Lightpipe
Design and
Construction
529 Cheap UK 0202314.1 02/11/2002
Lightpipe
Design and
Construction
529 Cheap US 10/355181 01/31/2003
Lightpipe
Design and
Construction
534 Robust Canada 2,394,429 09/19/2002
Talker
Localization
in
Reverberant
Environment
534 Robust Europe 02255406.7 08/01/2002
Talker
Localization
in
Reverberant
Environment
534 Robust US 10/222941 08/15/2002
Talker
Localization
in
Reverberant
Environment
539 Integrated US 09/921,288 08/01/2001
Configuration
of Multiple
Content Servers
540 PDA to PDA Canada 2463013 04/01/2004
Communications
Using a Network
Portal
540 PDA to PDA Europe 04252024.7 04/05/2004
Communications
Using a Network
Portal
540 PDA to PDA UK 0307861.5 04/04/2003
Communications
-6-
Using a Network
Portal
540 PDA to PDA US 10/815804 04/02/2004
Communications
Using a Network
Portal
542 Privacy and Canada 2436896 08/11/2003
Security Mechanism
for Presence
Systems with Tuple
Spaces
542 Privacy and Europe 03017604.4 08/11/2003
Security Mechanism
for Presence
Systems with Tuple
Spaces
542 Privacy and UK 0218716.9 08/12/2002
Security Mechanism
for Presence
Systems with Tuple
Spaces
542 Privacy and US 10/638416 08/12/2003
Security Mechanism
for Presence
Systems with Tuple
Spaces
543 Architecture and Canada 2436075 07/24/2003
Implementation for
Context Aware Call
Processing with
Local Feature
Definition
543 Architecture and Europe 03017686.9 08/11/2003
Implementation for
Context Aware Call
Processing with
Local Feature
Definition
543 Architecture and UK 0218713.6 08/12/2002
Implementation for
Context Aware Call
Processing with
Local Feature
Definition
543 Architecture and US 10/631811 08/01/2003
Implementation for
Context Aware Call
Processing with
Local Feature
Definition
544 Context Aware Canada 2436086 07/24/2003
Call Handling
System
544 Context Aware Europe 03017607.7 08/11/2003
Call Handling
System
544 Context Aware UK 0218712.8 08/12/2002
Call Handling
System
544 Context Aware US 10/631834 08/01/2003
Call Handling
System
545 Bimodal Canada 2419884 02/26/2003
Feature Access
for Web
Applications
545 Bimodal Europe 03251200.6 02/27/2003
Feature Access
for Web
Applications
545 Bimodal Feature UK 0204768.6 02/28/2002
-7-
Access for
Web
Applications
545 Bimodal US 10/375439 02/27/2003
Feature Access
for Web
Applications
546 Making Presence Canada 2436061 07/24/2003
Services Aware
of Communication
Services
546 Making Presence Europe 03017608.5 08/11/2003
Services Aware
of Communication
Services
546 Making Presence UK 0218711.0 08/12/2002
Services Aware
of Communication
Services
546 Making Presence US 10/631789 08/01/2003
Services Aware of
Communication
Services
547 Personalized and Canada 2436072 07/24/2003
Customizable Feature
Execution and
Specification System
for Application in IP
Telephony and
elsewhere with
Operational Semantics
and Implemntation
with Deontic Task
Trees
547 Personalized and Europe 03017609.3 08/11/2003
Customizable Feature
Execution and
Specification System
for Application in
IP Telephony and
elsewhere with
Operational
Semantics and
Implemntation with
Deontic Task
Trees
547 Personalized and UK 0218710.2 08/12/2002
Customizable Feature
Execution and
Specification System
for Application in
IP Telephony and
elsewhere with
Operational
Semantics and
Implemntation with
Deontic Task
Trees
547 Personalized and US 10/631853 08/01/2003
Customizable
Feature Execution
and
Specification
System for
Application in IP
Telephony and
-8-
elsewhere with
Operational
Semantics and
Implemntation with
Deontic Task Trees
550 Generation of Europe 03017605.1 08/11/2003
availability
indicators from
call control
policies for
presence enabled
telephony systems
550 Generation of UK 0218714.4 08/12/2002
availability
indicators from
call control
policies for
presence enabled
telephony systems
550 Generation of US 10/631747 08/01/2003
availability
indicators from
call control
policies for
presence enabled
telephony systems
551 Internet Canada 2455469 01/19/2004
Appliance Proxy
Protocol to
Support
Location-based
Services
551 Internet Europe 04250146.0 01/14/2004
Appliance Proxy
Protocol to
Support
Location-based
Services
551 Internet UK 0301285.3 01/20/2003
Appliance Proxy
Protocol to
Support
Location-based
Services
551 Internet US 10/759249 01/20/2004
Appliance Proxy
Protocol to
Support
Location-based
Services
552 Availability and Canada 2436067 07/24/2003
Location Predictor
Using Call
Processing
Indications
552 Availability and Europe 03017610.1 08/11/2003
Location Predictor
Using Call
Processing
Indications
552 Availability and UK 0218708.6 08/12/2002
Location Predictor
Using Call
Processing
Indications
552 Availability and US 10/631819 08/01/2003
Location Predictor
Using Call
Processing
Indications
554 Method for extending Canada 2453076 12/15/2003
the frequency range
of a beamformer
without spatial
aliasing
-9-
554 Method for extending the Europe 03257799.1 12/11/2003
frequency range of a
beamformer without
spatial aliasing
554 Method for extending the UK 0229267.0 01/16/2003
frequency range of a
beamformer without
spatial aliasing
554 Method for extending the US 10/734116 12/15/2003
frequency range of a
beamformer without
spatial aliasing
556 IP Device Registration Canada 2399979 08/28/2002
for a Multiple DHCP
Server Network
556 IP Device Registration UK 0227885.1 11/29/2002
for a Multiple DHCP
Server Network
557 Role-based Presence Canada 2436102 07/24/2003
557 Role-based Presence Europe 03017611.9 08/11/2003
557 Role-based Presence UK 0218707.8 08/12/2002
557 Role-based Presence US 10/631794 08/01/2003
558 Remote Policy Asst with Canada 2463565 04/07/2004
means for PSTN/Internet
Interworking for QuS and
Enabled Services
558 Remote Policy Asst with Europe 04252025.4 04/05/2004
means for PSTN/Internet
Interworking for QuS and
Enabled Services
558 Remote Policy Asst with UK 0308189.0 04/09/2003
means for PSTN/Internet
Interworking for QuS and
Enabled Services
558 Remote Policy Asst with US 10/820132 04/08/2004
means for PSTN/Internet
Interworking for QuS and
Enabled Services
559 Asymmetrical loudspeaker Canada 2442180 09/22/2003
enclosures to achieve
enchanced low frequency
response
559 Asymmetrical loudspeaker Europe 03255913.0 09/22/2003
enclosures to achieve
enchanced low frequency
response
-10-
559 Asymmetrical loudspeaker UK 0222067.1 09/23/2002
enclosures to achieve
enchanced low frequency
response
559 Asymmetrical loudspeaker US 10/669138 09/22/2003
enclosures to achieve
enchanced low frequency
response
560 Interactive Conflict Canada 2443337 09/29/2003
Resolution for
Personalized Policy-Based
Services
560 Interactive Conflict Europe 03256555.8 10/17/2003
Resolution for
Personalized Policy-Based
Services
560 Interactive Conflict UK 0224187.5 10/17/2002
Resolution for
Personalized Policy-Based
Services
560 Interactive Conflict US 10/680345 10/08/2003
Resolution for
Personalized Policy-Based
Services
561 Method for Broadband Canada 2453048 12/11/2003
Constant Directivity
Beamforming for Non
Linear and Non
Axi-symmetric Sensors
Arrays Embedded in an
Obstacle
561 Method for Broadband Europe 03257798.3 12/11/2003
Constant Directivity
Beamforming for Non
Linear and Non
Axi-symmetric Sensors
Arrays Embedded in an
Obstacle
561 Method for Broadband UK 0229059.1 12/12/2002
Constant Directivity
Beamforming for Non
Linear and Non
Axi-symmetric Sensors
Arrays Embedded in an
Obstacle
561 Method for Broadband US 10/732283 12/11/2003
Constant Directivity
Beamforming for Non
Linear and Non
Axi-symmetric Sensors
Arrays Embedded in an
Obstacle
563 Embedded VOIP Security Canada 2479086 08/25/2004
Monitor for PDA attached
telephone
-11-
563 Embedded VOIP Security Europe 04104100.5 08/26/2004
Monitor for PDA attached
telephone
563 Embedded VOIP Security UK 0319950.2 08/26/2003
Monitor for PDA attached
telephone
563 Embedded VOIP Security US 10/926077 08/26/2004
Monitor for PDA attached
telephone
564 A Method to Capture the Canada 2414636 12/18/2003
Constant Echo Path
Information in
Full-Duplex Telephones
564 A Method to Capture the US 10/321499 12/18/2002
Constant Echo Path
Information in
Full-Duplex Telephones
565 One method of capturing Canada 2451417 11/28/2003
and reusing the constant
echo path information
using the default
coefficients in an echo
canceller
565 One method of capturing Europe 03257532.6 11/28/2003
and reusing the constant
echo path information
using the default
coefficients in an echo
canceller
565 One method of capturing UK 0227885.1 11/29/2002
and reusing the constant
echo path information
using the default
coefficients in an echo
canceller
565 One method of capturing US 10/722472 11/28/2003
and reusing the constant
echo path information
using the default
coefficients in an echo
canceller
566 One method to reduce the Canada 2453867 12/18/2003
switching effects when
AES algorithm is used for
echo suppression
566 One method to reduce the Europe 04250395.3 01/24/2004
switching effects when
AES algorithm is used for
echo suppression
-12-
566 One method to reduce the UK 0302219.1 01/31/2003
switching effects when
AES algorithm is used for
echo suppression
566 One method to reduce the US 10/765465 01/26/2004
switching effects when
AES algorithm is used for
echo suppression
567 A method to reduce Canada 2475183 07/20/2004
acoustic coupling and
howling effects in
full-duplex audio
conferencing systems
based on the beamforming
technology
567 A method to reduce Europe 04254345.4 07/21/2004
acoustic coupling and
howling effects in
full-duplex audio
conferencing systems
based on the beamforming
technology
567 A method to reduce US 10/896444 07/22/2004
acoustic coupling and
howling effects in
full-duplex audio
conferencing systems
based on the beamforming
technology
568 Spontaneous Discovery of Canada 2509991 06/15/2005
Remote Bluetooth Data
Profiles over an Internet
Protocol Communication
Session
568 Spontaneous Discovery of UK 0413431.8 06/15/2004
Remote Bluetooth Data
Profiles over an Internet
Protocol Communication
Session
568 Spontaneous Discovery of US 11/153200 06/15/2005
Remote Bluetooth Data
Profiles over an Internet
Protocol Communication
Session
569 High Availability Canada 2461910 03/25/2004
Telephone Set
569 High Availability Europe 04251746.6 03/25/2004
Telephone Set
569 High Availability UK 0306947.3 03/26/2003
Telephone Set
-13-
569 High Availability US 10/439882 05/16/2003
Telephone Set
570 A method of optimal Canada 2481640 09/15/2004
microphone arry design
under uniform acoustic
coupling constraints
570 A method of optimal Europe 04104469.4 09/15/2004
microphone arry design
under uniform acoustic
coupling constraints
570 A method of optimal UK 0321722.1 09/16/2003
microphone arry design
under uniform acoustic
coupling constraints
570 A method of optimal US 10/941961 09/16/2004
microphone arry design
under uniform acoustic
coupling constraints
572 Low cost otocoupled DAA Canada 2486335 10/29/2004
572 Low cost otocoupled DAA Europe 04256715.6 10/29/2004
572 Low cost otocoupled DAA UK 0325301.0 10/30/2003
572 Low cost otocoupled DAA US 10/976279 10/29/2004
573 System and Method of Canada 2491849 12/30/2004
Self-Discovery and
Self-Calibration in a
Video Conferencing System
573 System and Method of Europe 04107073.1 12/30/2004
Self-Discovery and
Self-Calibration in a
Video Conferencing System
573 System and Method of UK 0330253.6 12/31/2003
Self-Discovery and
Self-Calibration in a
Video Conferencing System
573 System and Method of US 11/027234 12/30/2004
Self-Discovery and
Self-Calibration in a
Video Conferencing System
574 Detecting Acoustic Echoes Canada 2485728 10/21/2004
using Microphone Arrays
574 Detecting Acoustic Echoes Europe 04105221.8 10/21/2004
using Microphone Arrays
574 Detecting Acoustic Echoes UK 0324536.2 10/21/2003
using Microphone Arrays
-14-
574 Detecting Acoustic Echoes US 10/971213 10/21/2004
using Microphone Arrays
575 Physical Beamforming Canada 2472938 07/02/2004
Using Omnidirectional
Microphones
575 Physical Beamforming Europe 04253970.0 07/01/2004
Using Omnidirectional
Microphones
575 Physical Beamforming UK 0315426.7 07/01/2003
Using Omnidirectional
Microphones
575 Physical Beamforming US 10/881468 01/01/2004
Using Omnidirectional
Microphones
576 Narrow Band Tone Canada 2494386 01/26/2005
Detection in Echo
Canceller Systems
576 Narrow Band Tone Europe 05100496.8 01/24/2005
Detection in Echo
Canceller Systems
576 Narrow Band Tone UK 0402096.2 01/30/2004
Detection in Echo
Canceller Systems
576 Narrow Band Tone US 11/045825 01/27/2005
Detection in Echo
Canceller Systems
577 Using Information Path Canada 2506927 05/09/2005
Transformation to Adapt
Legacy Systems for
Multiple Language Support
577 Using Information Path Europe 05103835.4 05/09/2005
Transformation to Adapt
Legacy Systems for
Multiple Language Support
577 Using Information Path UK 0412424.4 06/03/2004
Transformation to Adapt
Legacy Systems for
Multiple Language Support
577 Using Information Path US 11/128004 05/12/2005
Transformation to Adapt
Legacy Systems for
Multiple Language Support
578 A method to detect an Canada 2494500 01/27/2005
echo path change in Echo
Canceller System
578 A method to detect an Europe 05250270.5 01/20/2005
echo path change in Echo
Canceller
-15-
System
578 A method to detect UK 0402102.8 01/30/2004
an echo path change
in Echo Canceller System
578 A method to detect US 11/045743 01/27/2005
an echo path change
in Echo Canceller System
579 High Precision Canada 2498444 02/24/2005
Beamsteerer Based on
Fixed Beamforming
Approach
579 High Precision Europe 05251419.7 03/09/2005
Beamsteerer Based on
Fixed Beamforming
Approach
579 High Precision UK 0405455.7 03/11/2004
Beamsteerer Based on
Fixed Beamforming
Approach
579 High Precision US 11/075811 03/10/2005
Beamsteerer Based on
Fixed Beamforming
Approach
580 Optimal design of a Canada 2489113 12/06/2004
leak to correct the
negative effect of
enslosure acoustic
modes on the loudspeaker
frequency response
580 Optimal design of a Europe 04106448.6 12/09/2004
leak to correct the
negative effect of
enslosure acoustic
modes on the
loudspeaker
frequency response
580 Optimal design of a UK 0328639.0 12/10/2003
leak to correct the
negative effect of
enslosure acoustic
modes on the
loudspeaker
frequency response
580 Optimal design of a US 11/008510 12/10/2004
leak to correct the
negative effect of
enslosure acoustic
modes on the
loudspeaker
frequency response
584 Method of Adjusting Canada 2499249 03/02/2005
Speakerphone
Performance Based
-16-
on Set Tilt
584 Method of Europe 05251339.7 03/07/2005
Adjusting
Speakerphone
Performance Based
on Set Tilt
584 Method of UK 0405341.9 03/10/2004
Adjusting
Speakerphone
Performance Based
on Set Tilt
584 Method of US 11/075048 03/07/2005
Adjusting
Speakerphone
Performance Based
on Set Tilt
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2499232 03/03/2005
Microphone Array
Stand
585 Universal Europe 05251486.6 03/11/2005
Microphone ▇▇▇▇▇
▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ 0405790.7 03/15/2004
Microphone Array
Stand
585 Universal US 11/077069 03/10/2005
Microphone Array
Stand
586 A Method for Canada 2503929 04/07/2005
Recognizing
Location Move of
VoIP Phones in a
Closed Environment
586 A Method for Europe 05102826.4 04/11/2005
Recognizing
Location Move of
VoIP Phones in a
Closed Environment
586 A Method for UK 0408671.6 04/19/2004
Recognizing
Location Move of
VoIP Phones in a
Closed Environment
586 A Method for US 11/104827 04/13/2005
Recognizing
Location Move of
VoIP Phones in a
Closed Environment
587 Method for Canada 2497106 02/15/2005
Selecting Impedance
Setting for LS
Trunk Line
587 Method for Europe 05251210.0 03/01/2005
Selecting Impedance
Setting for LS
Trunk Line
587 Method for UK 0404911.0 03/04/2004
Selecting Impedance
Setting for LS
Trunk Line
587 Method for Selecting US 11/060514 02/16/2005
-17-
Impedance Setting
for LS Trunk Line
588 Method of Dynamic Canada 2457812 02/16/2004
Adaptation for
Jitter Buffering
in Packet
Networks
588 Method of Dynamic Europe 04102763.2 06/16/2004
Adaptation for
Jitter Buffering
in Packet
Networks
588 Method of Dynamic US 10/780220 02/17/2004
Adaptation for
Jitter Buffering
in Packet
Networks
589 Dynamic mailbox Canada 2551707 07/05/2006
size configuration
by self modification
based on
historical behaviour
589 Dynamic mailbox Europe 05106378.2 07/12/2005
size configuration
by self modification
based on
historical behaviour
589 Dynamic mailbox US 11/483893 07/10/2006
size configuration
by self modification
based on
historical behaviour
593 Adaptation Step Canada 2514434 08/04/2005
Control Based on
Expected Echo Return
Loss Enhancement
Achievable in Echo
Canceller Systems
593 Adaptation Step Europe 05107144.7 08/02/2005
Control Based on
Expected Echo Return
Loss Enhancement
Achievable in Echo
Canceller Systems
593 Adaptation Step UK 0417375.3 08/04/2004
Control Based on
Expected Echo
Return Loss
Enhancement
Achievable in Echo
Canceller Systems
593 Adaptation Step US 11/196624 08/03/2005
Control Based on
Expected Echo Return
Loss Enhancement
Achievable in Echo
Canceller Systems
594 A method to reduce Canada 2539798 03/15/2006
training time of
the acoustic echo
canceller in
full-duplex
beamforming-based audio
conferencing systems
594 A method to reduce Europe 05103821.4 05/09/2005
training time of
the acoustic echo
canceller in
full-duplex
beamforming-based audio
conferencing systems
-18-
594 A method to reduce US 11/381788 05/05/2006
training time of
the acoustic echo
canceller in
full-duplex
beamforming-based
audio conferencing
systems
595 Twinning Handoff Europe 06250453.5 01/27/2006
596 Accelerated Canada 2539143 03/09/2006
training for
acoustic echo
cancellation in
full-duplex
beamforming-based
audio conferencing
systems
596 Accelerated Europe 05252066.5 04/01/2005
training for
acoustic echo
cancellation in
full-duplex
beamforming-based
audio conferencing
systems
596 Accelerated US 11/392915 03/29/2006
training for
acoustic echo
cancellation in
full-duplex
beamforming-based
audio conferencing
systems
598 E-911 Managed Canada 2541287 03/03/2006
Call Routing
598 E-911 Managed Europe 05103393.3 04/26/2005
Call Routing
598 E-911 Managed US 11/380034 04/25/2006
Call Routing
599 Shared Europe 05107535.6 08/16/2005
Space
Preferences
600 Method of Early Canada 2537083 02/21/2006
Detection of
Encrypted Signals
in Packet Networks
600 Method of Early Europe 06250957.5 02/23/2006
Detection of
Encrypted Signals
in Packet Networks
600 Method of Early US 11/063563 02/24/2005
Detection of
Encrypted Signals
in Packet Networks
601 Method of Canada 2535662 02/09/2006
Measuring
Distortion
(Nonlinearity)
for LS Trunk
Circuit and
Calculating
Residue-Error
Threshold
601 Method of Europe 05101003.1 02/22/2005
Measuring
Distortion
(Nonlinearity)
for LS Trunk
Circuit and
Calculating
Residue-Error
Threshold
-19-
601 Method of Measuring US 11/351133 02/09/2006
Distortion
(Nonlinearity) for
LS Trunk Circuit
and Calculating
Residue-Error
Threshold
603 Computer-Telephony Europe 05250670.6 02/07/2005
Device
605 Anti-Howling Canada 2545551 05/02/2006
Structure for
Full-Duplex
Hands-Free
Communications
Systems
605 Anti-Howling Europe 06011405.5 06/01/2006
Structure for
Full-Duplex
Hands-Free
Communications
Systems
605 Anti-Howling US 11/272813 11/15/2005
Structure for
Full-Duplex
Hands-Free
Communications
Systems
606 Adaptive Canada 09/13/2006
Loudspeaker-coupling
equalisation for
full-duplex
switched-beamforming
based audio
conference phones
606 Adaptive US 11/253634 10/20/2005
Loudspeaker-coupling
equalisation for
full-duplex
switched-beamforming
based audio
conference phones
▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 09/13/2006
of Various Devices
Within a Room
607 Method of Detection US 11/272814 11/15/2005
of Various Devices
Within a Room
608 Personal Directory Canada 2544008 04/18/2006
608 Personal Directory Europe 06011170.5 05/31/2006
608 Personal Directory US 11/259090 10/27/2005
609 Midspan Power Canada 2545525 05/02/2006
Delivery System
for Reduced
Emissions
609 Midspan Power Europe 06011384.2 06/01/2006
Delivery System
for Reduced
Emissions
609 Midspan Power US 11/242857 10/05/2005
Delivery System
for Reduced
Emissions
611 Method to Create a Europe 05257443.1 12/02/2005
Distributed TFTP
Server Network
Among IP Phones by
Temporarily
Transforming TFTP
-20-
Clients into
TFTP Servers
612 Voicemail Podcasting Europe 06014553.9 07/13/2006
613 Method to Accelerate Europe 06110115.0 02/17/2006
IP Phone TCP Control
Link Loss Detection
Using Networks
Neighbour Knowledge
614 Modified Europe 06111900.4 03/20/2006
Least-Mean-Squares
Algorithm with
Reduced
Computational
Complexity
615 Method to Europe 06251290.0 03/10/2006
Distribute
Connection Attempts
by Stimulus IP
Phones to their
Server
616 An Approach to Europe 05257586.7 12/09/2005
Improve Echo
Performance
617 Queuing Method to Europe 06251301.5 03/10/2006
Coordinate
Connection Attempts
by Stimulus IP
Phones to Their
Server
618 Method to Share Europe 06110118.4 02/17/2006
Networks Access
Resources with Other
Stimulus Devices in
the Same Networks
619 Incoming Caller Europe 06114731.0 05/30/2006
Information on
Self Labeling Keys
622 The Echo Path Change US 11/422747 06/07/2006
Detector Employing
Short Adaptive
Filter, Default
Filter and Long
Adaptive Filter
624 Delayed adaptation Europe 06118535.1 08/07/2006
structure for
improved
double-talk
immunity in echo
cancellation devices
GRANTED
1 Communication Canada 558123 02/04/88 1293042 12/10/91
System Supporting
Remote Operations
1 Communication UK 8901981.4 01/30/89 2215561 05/20/92
System Supporting
Remote Operations
1 Communication US 07/304472 02/01/89 5007080 04/09/91
System Supporting
Remote Operations
2 Telephone Call Canada 561623 03/16/88 1336449 07/25/95
Answering System
-21-
3 Telephone or Data Canada 2009034 01/31/90 2009034 04/04/95
Switching System with
Variable Protocol
Inter-Office
Communication
3 Telephone or Data US 494668 03/16/90 5140590 08/18/92
Switching System with
Variable Protocol
Inter-Office
Communication
4 Voice Activated Canada 2058644 12/31/91 2058644 06/18/96
Telephone Set
4 Voice Activated Canada 2149012 12/31/91 2149012 09/02/97
Telephone Set
4 Voice Activated UK 9227115.4 12/30/92 2263042 06/28/95
Telephone Set
47 Wireless Zone Canada 2043127 05/23/91 2043127 05/07/96
Management
47 Wireless Zone Italy MI92A001048 04/30/92 1255119 10/20/95
Management
47 Wireless Zone Mexico 922398 05/21/92 175334 07/21/94
Management
47 Wireless Zone UK 9211039 05/22/92 2257321 05/22/92
Management
47 Wireless Zone US 238632 05/05/94 5586167 12/17/96
Management
47 Wireless Zone US 875981 04/29/92 5329576 07/12/94
Management
55 PABX Common Relay Canada 2052500 09/30/91 2052500 09/19/95
System
55 PABX Common Relay Canada 2141772 09/30/91 2141772 04/21/98
System
55 PABX Common Relay Germany P4232667.2 09/29/92 P4232667.2 09/29/92
System
55 PABX Common Relay UK 9220539.2 09/29/92 2260064 09/29/92
System
55 PABX Common Relay UK 9514139.6 09/29/92 2289601 09/29/92
System
55 PABX Common Relay UK 9514140.4 09/29/92 2289391 09/29/92
System
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ 09/24/92 5274634 12/28/93
System
63 Charger/Detector for Canada 2108225 10/12/93 2108225 07/22/97
Cordless Telephone
63 Charger/Detector for UK 9420589.5 10/12/94 2283389 08/12/98
Cordless Telephone
63 Charger/Detector for US 321239 10/11/94 5596633 01/21/97
Cordless Telephone
70 Cell Relay Transport Canada 2,120,542 07/08/2003
Mechanism
70 Cell Relay Transport Europe 04/04/95 0754397 08/05/98
Mechanism
70 Cell Relay Transport France 95914259.7 04/04/95 EP0754397B1 08/05/98
Mechanism
70 Cell Relay Transport Germany 69503892.3-08 12/09/98 EP0754397B1 08/05/98
Mechanism
70 Cell Relay Transport Japan ▇▇▇▇▇▇▇ 04/04/95 3379759 12/13/2002
Mechanism
-22-
70 Cell Relay UK 95914259.7 04/04/95 EP0754397B1 08/05/98
Transport Mechanism
70 Cell Relay US 08/716319 04/04/1005 5970068 10/19/99
Transport Mechanism
77 Regulated Canada 2053382 10/11/91 2053382 04/12/2000
Auxiliary Power
Supply
77 Regulated Europe 92921197.7 10/09/92 0607246 12/13/95
Auxiliary Power
Supply
77 Regulated US 211618 10/09/92 5502634 03/26/96
Auxiliary Power
Supply
78 Off-Hook Telephone Canada 2049583 08/21/91 2049583 04/18/2000
With Temporary Park
Feature
78 Off-Hook Telephone UK 92917629.5 08/21/92 0599931 05/14/97
With Temporary Park
Feature
78 Off-Hook Telephone US 08/196,238 08/21/92 5440628 08/08/95
With Temporary Park
Feature
79 Wireless Interface Canada 2053776 10/22/91 2053776 05/23/2000
79 Wireless Interface Germany 92921893.1 10/22/91 69217238.6 01/29/97
79 Wireless Interface Mexico 180750 10/21/92 180750 02/01/96
79 Wireless Interface UK 92921893.1 10/22/91 0610287 01/29/97
79 Wireless Interface US 08/702,801 08/26/96 5677942 10/14/97
81 Mobile Wireless Canada 2062040 02/28/92 2062040 01/16/2001
Communications
System
81 Mobile Wireless Mexico 182643 02/26/93 182643 08/13/96
Communications
System
81 Mobile Wireless UK 9303876.8 02/26/93 2264841 02/08/95
Communications
System
81 Mobile Wireless US 08/21862 02/24/93 5423065 06/06/95
Communications
System
93 Method of Defining Canada 2065131 04/03/92 2065131 09/15/98
Operation of
Switching System
Peripherals
93 Method of Defining US 41955 04/02/93 5386459 01/31/95
Operation of
Switching System
Peripherals
105 Delayed Cancel Canada 2085280 12/14/92 2085280 08/15/2000
Waiting
105 Delayed Cancel UK 9324948.0 05/30/94 2273419B 10/30/96
Waiting
105 Delayed Cancel US 08163004 01/26/95 5425092 06/13/95
Waiting
106 Portable Canada 2081125 10/22/92 2081125 03/04/97
Telephone User
Profiles
106 Portable Germany P4335803.9 10/20/93 P4335803.9 10/14/99
Telephone User
Profiles
106 Portable UK 9319628.5 09/23/93 2271912 02/05/97
Telephone User
Profiles
106 Portable US 025869 03/03/93 5657377 08/12/97
Telephone User
Profiles
107 Global Management of Canada 2078045 09/11/92 2078045 11/16/99
Telephone Directory
-▇▇-
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ P4330986.0 09/13/93 P4330986 08/06/98
of Telephone
Directory
107 Global Management UK 9318795.3 09/10/93 2270608 09/25/96
of Telephone
Directory
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇ 09/10/93 5509058 04/16/96
Telephone Directory
109 Method of Operating Canada 2080797 10/16/92 2080797 02/02/99
a Computer Program
109 Method of Operating US 07962330 10/16/92 5,659,738 08/19/97
a Computer Program
111 Associated Equipment Canada 2088420 01/29/93 2088420 10/08/96
Numbers
111 Associated Equipment Germany P4325773.9 07/31/93 P4325773.9 07/31/93
Numbers
111 Associated Equipment UK 9316752.6 08/12/93 2274758B 03/12/97
Numbers
111 Associated Equipment US 58937 05/07/93 5454032 09/26/95
Numbers
113 Unique Ringing Canada 2091278 08/09/93
on Prime Line
113 Unique Ringing Germany P4407671.1 03/09/94 44 07 671 09/23/2004
on Prime Line
113 Unique Ringing UK 9404444.3 03/08/94 2276062 11/13/96
on Prime Line
113 Unique Ringing US 207958 03/08/94 5491746 02/13/96
on Prime Line
114 Wired Wireless Canada 2100699 07/16/93 2100699 07/08/97
114 Wired Wireless Germany 4424896.2 07/15/94 4424896
114 Wired Wireless UK 9413303.0 01/07/94 2280334 01/25/95
114 Wired Wireless US 636777 04/19/96 5703942 12/30/97
118 Multiple Canada 2094210 04/16/93 2094210 07/08/97
Queue Resource
Management
118 Multiple Queue US 08225655 04/11/94 5515428 05/07/96
Resource
Management
119 Signalling System Canada 2110643 12/03/93 2110643 07/08/97
119 Signalling System Germany 4440545.6 11/12/94 4440545 07/03/97
119 Signalling System UK 9423016.6 11/15/94 2284518 03/18/98
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ 10/28/94 5539816 07/23/96
122 Method and Apparatus Canada 2108224 10/12/93 2108224 09/09/97
for Implementing
▇▇▇▇ Groups
-24-
122 Method and Germany P4430344.0 06/07/94 P4430344.0-31 12/13/2001
Apparatus for
Implementing ▇▇▇▇
Groups
122 Method and UK 9429588.7 06/07/94 2282937 05/13/98
Apparatus for
Implementing ▇▇▇▇
Groups
123 Hunting Mode Canada 2108223 10/12/93 2108223 12/23/97
123 Hunting Mode UK 9420594.5 10/12/94 2282938B 09/30/98
125 Automatic Telephone Canada 2110669 12/03/93 2110669 05/23/2000
Feature Selector
125 Automatic Telephone Germany 4442822.7 02/07/95
Feature Selector
125 Automatic Telephone US 352,747 12/02/94 5541983 07/30/96
Feature Selector
126 Method of Providing US 08833426 04/07/97 5949873 09/07/99
a Centrex Type
Operation Using a
PBX and a Central
Switching Office
127 Delayed Seizure Canada 2132610 09/21/94 2132610 04/28/98
on Associated
Devices
127 Delayed Seizure UK 9518147.5 09/06/95 2293521 10/07/98
on Associated
Devices
127 Delayed Seizure US 520590 10/14/94 5586169 12/17/96
on Associated
Devices
132 An Adaptive Canada 2123068 05/06/94 2123068 04/14/98
Method for
Allocating Calls
132 An Adaptive Method Germany P19516364.8 05/04/95 P19516364.8 10/04/2001
for Allocating
Calls
132 An Adaptive UK 9509193.0 05/05/95 2289599 02/24/99
Method for
Allocating Calls
132 An Adaptive US 08426960 04/24/95 5675636 10/07/97
Method for
Allocating Calls
134 Local Area Canada 2148970 09/21/94 2148970 11/09/99
Communications
Server System
134 Local Area Germany P19542122.1 P19542122.1 08/04/2004
Communications
Server System
134 Local Area UK 9523052.0 11/10/95 2295068 11/11/98
Communications
Server System
134 Local Area US 08339463 11/14/94 5,657,446 08/12/97
Communications
Server System
136 ACTIVE DIGIT Canada 2164035 11/29/95 2164035 04/11/2000
CANCELLING
PARALLEL DIALER
136 ACTIVE DIGIT UK 9526687.0 12/29/95 2296624 04/21/99
CANCELLING
PARALLEL DIALER
136 ACTIVE DIGIT US 08366668 12/30/94 5706341 01/06/98
CANCELLING
PARALLEL DIALER
139 Enterprise Canada 2119085 03/15/94 2119085 01/15/2002
Communication
System
-▇▇-
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 195 49 809.7 03/13/95 divisional
Communication applications
System
139 Enterprise Germany 19549810.0 03/13/95 divisional
Communication applications
System
139 Enterprise Germany P19508940.5 03/13/95 195 08 940 03/09/2006
Communication
System
139 Enterprise UK 9505127.2 03/14/95 2289598 12/23/98
Communication
System
139 Enterprise US 257917 06/10/94 5638494 06/10/97
Communication
System
139 Enterprise US 01/03/95 5,802,396 09/01/98
Communication
System
143 Help Desk Canada 2119086 03/15/94 2119,086 06/16/98
Improvement
143 Help Desk UK 9501468.4 01/25/95 2287609 10/21/98
Improvement
143 Help Desk US 369179 01/05/95 5625682 04/29/97
Improvement
160 Service Context Canada 2178153 06/04/96 2178153 11/09/99
Sensitive Features
& Applications
160 Service Context Germany 19622347.4 06/04/96 19622347 08/07/2004
Sensitive Features
& Applications
160 Service Context UK 9611596.9 06/04/96 2301983 08/25/99
Sensitive Features
& Applications
160 Service Context US 08461451 06/05/95 5761288 06/02/98
Sensitive Features
& Applications
161 Transfer of Basic Canada 2224466 12/11/97 2224466 12/23/2003
Knowledge to Agents
161 Transfer of Basic UK 9726965.8 12/19/97 2322719 02/17/99
Knowledge to Agents
161 Transfer of Basic US 09/973,756 10/11/2001 6795969 09/21/2004
Knowledge to Agents
162 Dynamic Load Sharing Canada 2323331 2323331 05/28/2002
162 Dynamic Load Sharing UK 9721574.3 10/10/97 2327174 06/23/99
162 Dynamic Load Sharing US 08/888,618 07/07/97 5,987,117 11/16/99
-26-
163 Method and Canada 2176976 05/21/96 2176976 12/14/99
Apparatus for
Managing Calls Using
a Soft Call Park
163 Method and Germany 19622969.3 06/07/96 196 22 969 05/18/2006
Apparatus for
Managing Calls Using
a Soft Call Park
163 Method and UK 9610790.9 05/23/96 2301981 01/26/2000
Apparatus for
Managing Calls Using
a Soft Call Park
163 Method and US 08474369 06/01/95 5,754,627 05/19/98
Apparatus for
Managing Calls Using
a Soft Call Park
164 Communication Canada 2164550 12/06/95 2164550 07/27/99
System Using Server
164 Communication Germany P19548456.8 12/22/95
System Using Server
164 Communication UK 9526453.7 12/22/95 2296622 10/27/99
System Using Server
164 Communication US 08/364,620 12/27/94 5631954 05/20/97
System Using Server
165 Human Machine Canada 2163948 11/28/95 2163948 09/07/99
Interface For
Telephone Feature
Invocation
165 Human Machine Germany P19543870.1 11/24/95 195 43 870 07/29/2004
Interface For
Telephone Feature
Invocation
165 Human Machine UK 9524217.8 12/29/95 2295747 09/01/99
Interface For
Telephone Feature
Invocation
165 Human Machine US 08346600 11/29/94 5533110 07/02/96
Interface For
Telephone
Feature
Invocation
170 Multi-threading US 08367821 01/03/95 5802396 09/01/98
in a Multi-agent
System
171 Silent Canada 2208629 06/23/97 2208629 08/15/2000
Monitoring
Agent ID'S
171 Silent Germany P19726292.9 06/20/97 19726292 02/16/2006
Monitoring
Agent ID'S
171 Silent UK 9713756.6 06/27/97 2314728 04/05/2000
Monitoring
Agent ID'S
171 Silent US 08671937 06/28/96 5764728 06/09/98
Monitoring
Agent ID'S
172 Application Canada 2239038 06/06/97
Call Routing
172 Application UK 9811268.3 05/26/98 2326057 05/19/99
Call Routing
-27-
180 Org Chart Based Canada 2199573 03/10/97 2199573 06/01/2004
Call Routing
180 Org Chart Based Germany 19709214.4 05/21/2001 19709214 12/06/2001
Call Routing
180 Org Chart Based UK 9703556.2 02/20/97 2311188 02/16/2000
Call Routing
180 Org Chart Based US 08613522 03/11/96 6,075,851 06/13/2000
Call Routing
▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2144270 03/09/95 2144270 08/03/2004
Digit Strings
182 Common ARS Leading Germany 19608114.9 03/09/95 19608114 06/23/2005
Digit Strings
182 Common ARS Leading UK 9604701.4 03/05/96 2298762 04/14/99
Digit Strings
▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ 03/07/96 6,301,353 10/09/2001
Digit Strings
▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇/▇▇▇▇▇▇ 08/01/2000
Digit Strings
192 Voice Custom UK 9726966.6 12/19/97 2322517 02/10/97
Control of Activities
193 Architecture for Canada 21584 09/15/95 2,158,408 12/08/98
Robust Voice CTI
193 Architecture for Germany P19636819 09/11/96 19636819.7-31 03/19/2001
Robust Voice CTI
193 Architecture for UK 9617532.8 08/21/96 2305331 08/04/99
Robust Voice CTI
193 Architecture for US 529441 09/18/95 6,091,803 07/18/2000
Robust Voice CTI
195 PC Speedcall Canada 216508 10/26/95 2161508 01/11/2000
195 PC Speedcall UK 9622280.7 10/25/96 2306871 11/03/99
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2161506 10/26/95 2161506 01/25/2000
Call Indication
196 Transparent Germany P19644210 10/24/96 P19644210 09/13/2001
Call Indication
196 Transparent UK 9622024.9 10/24/96 2306853 09/22/99
Call Indication
200 Series Equipment Canada 2232221 03/16/98 2232221 09/05/2000
With DC Line
Hold Transfer
200 Series Equipment France 9804470 9804470 08/28/2004
With DC Line Hold
Transfer
200 Series Equipment UK 9806193.0 03/23/98 2324439 03/10/99
With DC Line
Hold Transfer
200 Series Equipment US 08/843,250 04/14/97 5,940,500 08/17/99
With DC Line Hold
Transfer
-28-
210 Quotation Mechanism Canada 2307683 05/05/2000
for Service
Environments
210 Quotation UK 0010987.6 05/05/2000
Mechanism for
Service Environments
210 Quotation UK 9910210.5 05/05/99 2349715 10/01/2003
Mechanism for
Service Environments
210 Quotation Mechanism US 09/566049 05/05/2000
for Service
Environments
214 Interconnect Canada 2182438 07/13/96 2182438 05/29/2001
Design for use
Between Flexible
Circuits and
Teledapt Cables
214 Interconnect UK 9716058.4 07/31/97 2315930 01/03/2001
Design for use
Between Flexible
Circuits and
Teledapt Cables
214 Interconnect US 08/902833 07/30/97 5967854 10/19/99
Design for use
Between Flexible
Circuits and
Teledapt Cables
227 Opportunistic Canada 2180684 07/08/96 2,180,684 08/21/2001
Call Forwarding
227 Opportunistic UK 9714255.8 07/08/97 2315191 08/30/2000
Call Forwarding
227 Opportunistic US 08/886,059 06/30/97 6,130,938 10/10/2000
Call Forwarding
234 Sustained UK 9727407.0 12/29/97 2332810 05/24/2000
Call Announce
236 Automatic Speed Call Canada 2180690 07/08/96 2,180,690 10/30/2001
Updating
236 Automatic Speed Call UK 9714057.8 07/04/97 2315189 04/26/2000
Updating
236 Automatic Speed Call US 08/885,033 06/30/97 6047062 04/04/2000
Updating
240 Simulating UK 9715615.2 07/25/97 2,315,859 10/18/2000
Touch Screen
Capability
Using Video
Input
250 Animated Cursor Canada 2217081 12/09/97 2,217,081 10/14/2003
250 Animated Cursor UK 9802075.3 01/30/98 2323259 01/06/99
250 Animated Cursor US 08/815858 03/12/97 5898432 04/27/99
258 Dynamic Canada 2243781 07/21/98 2243781 08/01/2006
Communication
Groups
258 Dynamic Germany 19838055.0 08/21/98 198 38 055 09/15/2005
Communication
Groups
258 Dynamic UK 9718020.2 08/26/97 2328831 05/15/2002
Communication
Groups
258 Dynamic US 09/137630 08/21/98 6816589 11/09/2004
Communication
Groups
261 Integrated Canada 2180991 07/11/96 2,180,991 08/21/2001
PC/Cordless
Phone/Telephone
-29-
Network
Interface Device
261 Integrated UK 9714614.6 07/11/97 2315192 04/26/2000
PC/Cordless
Phone/Telephone
Network
Interface Device
261 Integrated US 08/890801 07/11/97 6006088 12/21/99
PC/Cordless
Phone/Telephone
Network
Interface Device
267 Remote Line UK 9802794.9 04/22/97 2324677 05/08/2002
Monitoring
270 Spatial Audio for Canada 2304900 04/07/2000 2304900 05/30/2006
Virtual Meeting
Places
270 Spatial Audio for UK 9908576.3 04/16/99 2349055 03/24/2004
Virtual Meeting
Places
270 Spatial Audio for US 09/547368 04/11/2000
Virtual Meeting
Places
272 Agent-Based Data Canada 2260647 02/02/99 2260647 11/05/2002
Mining End
Warehousing
272 Agent-Based Data UK 9806879.4 04/01/98 2336007 01/29/2003
Mining End
Warehousing
272 Agent-Based Data US 09/241,304 02/01/99 6,460,037 10/01/2002
Mining End
Warehousing
274 Call Routing Based Canada 2252788 11/04/98 2252788 01/11/2005
on Caller's Mood
274 Call Routing Based Germany 19852002.6 11/05/98 198 52 002 04/29/2004
on Caller's Mood
274 Call Routing Based UK 9824148.2 11/04/98 2,331,201 03/13/2002
on Caller's Mood
274 Call Routing Based US 09/188312 11/10/98 6,411,687 06/25/2002
on Caller's Mood
281 Merged Telephone Canada 2,173,027 03/29/96 2,173,027 01/07/2003
and Data System
281 Merged Telephone Germany 1971306.5 03/27/97
and Data System
281 Merged Telephone UK 9706390.3 03/27/97 2311690 06/28/2000
and Data System
281 Merged Telephone US 08/827,161 04/02/97 5982767 11/09/99
and Data System
282 Multiple Owner Canada 2,181,009 07/11/96 2181009 09/07/99
Resource
Management
282 Multiple Owner UK 9714687.2 07/11/97 2,315,384 01/17/2001
Resource
Management
282 Multiple Owner US 08743346 11/04/96 5920622 07/06/99
Resource
Management
283 Communications Canada 2270820 05/03/99 2270820 07/20/2004
System and Method
-30-
283 Communications Germany 19920692.9 05/05/99
System and Method
283 Communications UK 0319237.4 08/15/2003 2389994 02/11/2004
System and Method
283 Communications UK 9809601.9 05/05/98 2337176 12/24/2003
System and Method
283 Communications US 09305873 05/05/99 6675194 01/06/2004
System and Method
284 Simple Canada 2182237 07/29/96 2,182,237 04/02/2002
Interconnect for
Flexible Circuits
284 Simple UK 9715616.0 07/25/97 2315927 02/14/2001
Interconnect for
Flexible Circuits
284 Simple US 08/899047 07/23/97 5980269 11/09/99
Interconnect for
Flexible Circuits
290 Web Based Help Canada 2246130 08/31/98 2246130 01/14/2003
Desk, Auto Attendant
290 Web Based Help UK 9718823.9 09/04/97 2,329,046 12/18/2002
Desk, Auto Attendant
290 Web Based Help US 09/145,919 09/03/97 6,230,287 05/08/2001
Desk, Auto ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 2230692 03/02/98 2230692 04/24/2001
Intelligent CTI
Dialing
291 One Button UK 9804645.1 04/03/98 2323499 04/14/99
Intelligent CTI
Dialing
291 One Button US 08815564 03/03/97 5903631 05/11/99
Intelligent CTI
Dialing
292 Automatic Web Page Canada 2231980 03/11/98 2231980 06/12/2001
Creation
292 Automatic Web Page UK 9805270.7 03/13/98 2324896 02/23/2000
Creation
292 Automatic Web Page US 08816270 03/13/97 5940834 08/17/99
Creation
296 Off-Hook Detector Canada 2215535 09/15/97 2215535 06/13/2000
for Headset
296 Off-Hook Detector UK 9719901.2 09/18/97 2317783 08/02/2000
for Headset
296 Off-Hook Detector US 08/839091 09/20/96 5832075 11/03/98
for Headset
298 System for Canada 2186928 10/01/96 2186928 06/12/2001
Interactive Control
of Computer and
Telephone
298 System for UK 9720653.6 09/29/97 2318703 09/15/99
Interactive Control
of Computer and
Telephone
298 System for US 08/940246 09/30/97 6018571 01/25/2000
Interactive Control
of Computer and
Telephone
301 Item Selection in Canada 2268996 04/13/99 2268996 12/24/2002
a Telephony
Interface
-31-
301 Item Selection in UK 9808178.9 04/17/98 2336503 07/23/2003
a Telephony
Interface
301 Item Selection in US 09/294175 04/19/99 6,628,758 09/30/2003
a Telephony
Interface
302 Database Access Canada 2197517 02/13/97 2,197,517 01/15/2002
Server for PBX
302 Database Access Germany 19805891.8 02/13/98
Server for PBX
302 Database Access Ireland 980103 02/12/97
Server for PBX
302 Database Access UK 9802888.9 02/12/98 2,323,249 03/06/2002
Server for PBX
302 Database Access US 09/023610 02/13/98 6,246,678 06/12/2001
Server for PBX
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2,243,331 07/14/98 2,243,331 08/14/2001
Screening Profile
310 Dialable Germany 19832433.2 07/18/98
Screening Profile
310 Dialable UK 9716393.5 08/01/97 2,328,110 12/12/2001
Screening Profile
310 Dialable US 09/121354 07/23/98 6,363,140 03/26/2002
Screening Profile
319 E-mail with Canada 2262869 02/10/99 2262869 01/28/2003
Embedded Java
Application
319 E-mail with UK 9806445.4 03/25/98 2,333,824 03/05/2003
Embedded Java
Application
319 E-mail with US 09/274120 03/23/99 6,526,042 02/25/2003
Embedded Java
Application
321 Call Hold Canada 2264230 03/03/99 2264230 10/15/2002
Improvement
321 Call Hold UK 9811967.0 06/03/98 2338146 10/01/2003
Improvement
321 Call Hold US 09/311779 05/13/99 6,415,020 07/02/2002
Improvement
322 Integrated Canada 2217923 10/15/97 2217923 01/15/2002
Directory Services
322 Integrated UK 9722325.9 10/22/97 2330224 06/12/2002
Directory Services
322 Integrated US 09/169644 10/09/98 6,377,950 04/23/2002
Directory Services
323 Bidirectional Canada 2247680 09/17/98
Conversion Library
323 Bidirectional UK 9721353.2 10/08/97 2330222 03/05/2003
Conversion Library
323 Bidirectional US 09/159161 09/23/98 6,314,429 11/06/2001
Conversion Library
325 Smart transfer Canada 2272738 05/25/99 2272738 06/08/2002
for answering
positions
325 Smart transfer UK 9811293.1 05/26/98 2337892 08/27/2003
for answering
positions
325 Smart transfer US 09/320108 05/26/99 6795542 09/21/2004
for answering
positions
330 3D View of Incoming Canada 2271460 05/12/99
-32-
Communications
330 3D View of UK 9810422.7 05/14/98 2337435 10/07/2002
Incoming
Communications
330 3D View of US 09/311188 05/14/99 7072450 07/04/2006
Incoming
Communications
331 PC Server Canada 2253105 11/06/98 2253105 05/07/2002
Telecommunications
Power
331 PC Server UK 9723909.9 11/12/97 2331655 03/20/2002
Telecommunications
Power
331 PC Server US 09/189694 11/12/98 6,434,236 08/13/2002
Telecommunications
Power
333 Method of Operating Canada 2220829 11/11/97 2220829 01/02/2001
a Modem in the
Presence of
Interrupted Dial Tone
333 Method of Operating US 08/970152 11/13/97 5974084 10/26/99
a Modem in the
Presence of
Interrupted Dial Tone
336 Distributed Canada 2291534 12/03/99 2291534 05/24/2005
Technique for
Allocating Calls
336 Distributed UK 9827158.8 12/09/98 2344719 10/15/2003
Technique for
Allocating Calls
336 Distributed US 09/455658 12/07/99 6,646,990 11/11/2003
Technique for
Allocating Calls
341 Remote Peripheral Canada 2289156 11/05/99 2289156 06/17/2003
Switch Backup Call
Service Mechanism
341 Remote Peripheral UK 9825286.9 11/18/98 2344018 06/25/2003
Switch Backup Call
Service Mechanism
341 Remote Peripheral US 09/435581 11/08/99 6,504,922 01/07/2003
Switch Backup
Call Service
Mechanism
345 Adaptive Canada 2299639 02/28/2000 2299639 11/01/2005
Rule-based
Mechanism for
Feature
Interaction
Resolution
345 Adaptive Germany 10010870.9 03/06/2000
Rule-based
Mechanism for
Feature
Interaction
Resolution
345 Adaptive UK 9905156.7 03/05/99 2347579 12/24/2003
Rule-based
Mechanism for
Feature
Interaction
Resolution
345 Adaptive UK 9919941.6 03/07/2001 2,353,916
Rule-based
Mechanism for
Feature
Interaction
Resolution
345 Adaptive US 09/518555 02/28/2000 09/518,555 10/28/2003
Rule-based
Mechanism for
Feature
Interaction
Resolution
347 Telephone Sets Canada 1998-0143 01/23/98 86864 05/28/99
347 Telephone Sets Canada 1998-2908 01/23/98 86862 05/28/99
347 Telephone Sets Canada 1998-2909 01/23/98 86863 05/28/99
347 Telephone Sets Germany 49806617.7AB 07/01/98
-33-
347 Telephone Sets UK 9803352.5 01/23/98 2080316 04/06/99
347 Telephone Sets US 29/090649 07/13/98 423497 04/25/2000
347 Telephone Sets US 29/104935 07/13/99 421264 02/29/2000
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 02/09/2000 2298145 07/15/2003
349 Palm PC Dockable Phone UK 9903042.1 02/11/99 2346761 12/10/2003
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇/▇▇▇▇▇▇ 02/10/2000 6,647,103 11/11/2003
350 Method of Compressing and Canada 2275821 06/15/99 2275821 10/19/2004
Decompressing Audio
Data Using Masking
and Shifting of
Audio Sample Bits
350 Method of Compressing and US 09/336,362 06/18/99 6,408,275 06/18/2002
Decompressing Audio
Data Using Masking
and Shifting of
Audio Sample Bits
▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 04/27/99 2270039 04/22/2003
353 Low Power Dialer UK 9910208.9 05/05/99 2337408 04/12/2000
353 Low Power Dialer UK 9924907.0 10/22/99 2340342 04/12/2000
353 Low Power Dialer US 09/079280 05/15/98 6,185,297 02/06/2001
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 2306638 04/25/2000
Processing
355 MLTS Emergency Call UK 9917644.8 07/27/99 2349774 01/07/2004
Processing
355 MLTS Emergency Call US 09/304544 05/04/99 6711247 03/23/2004
Processing
356 Voice Mail By Twinning Canada 2316128 08/17/2000
356 Voice Mail By Twinning UK 0020702.7 08/22/2000 2356317 10/31/2001
356 Voice Mail By Twinning US 09/642560 08/21/2000 6834106 12/21/2005
357 Method and Apparatus Canada 2236525 05/01/98 2236525 07/15/2003
for Migrating
Embedded PBX System
to Personal Computer
357 Method and Apparatus Germany 19919976 04/30/99
for Migrating
Embedded PBX System
to Personal Computer
-34-
357 Method and UK 9826478.1 12/03/98 2336969 07/02/2003
Apparatus for
Migrating Embedded
PBX System to
Personal Computer
357 Method and US 09/302881 04/30/99 6,366,656 04/02/2001
Apparatus for
Migrating Embedded
PBX System to
Personal Computer
359 Range Editing Dialog Canada 2330260 01/05/2001
359 Range Editing Dialog UK 0000207,1 01/07/2000 2,358,072 01/24/2004
359 Range Editing Dialog US 09/755558 01/05/2001 6,625,499 09/23/2003
361 Combination Canada 2293937 01/05/2000 2293937 05/13/2003
Connector/Microphone
361 Combination UK 9900633.0 01/12/99 2345816 11/06/2002
Connector/Microphone
361 Combination US 09/478646 01/06/2000 6,411,711 06/25/2002
Connector/Microphone
367 A caching mechanism Canada 2331977 01/25/2001 2331977 02/07/2006
to optimize the
bidding process used
to select resources
367 A caching mechanism UK 001695.6 01/25/2000 2,358,762 09/03/2003
to optimize the
bidding process used
to select resources
367 A caching mechanism US 09/768129 01/23/2001
to optimize the
bidding process used
to select resources
370 User Interface Canada 02/28/2000
for Feature
Interaction
Resolution
370 User Interface Germany
for Feature
Interaction
Resolution
370 User Interface UK 9919941.6 08/23/99 2,353,916 12/24/2003
for Feature
Interaction
Resolution
370 User Interface US 02/28/2000
for Feature
Interaction
Resolution
372 Adaptive Canada 2306160 04/14/2000
Feature Behavior
372 Adaptive UK 9908523.5 04/14/99 2349040 09/03/2003
Feature Behavior
372 Adaptive US 09/549013 04/14/2000 7046781 05/16/2006
Feature Behavior
373 Using a Gatekeeper Canada 2307476 05/03/2000 2307476 08/16/2005
to Produce an H.323
PBX
-35-
373 Using a Gatekeeper UK 9910654.4 05/07/99 2349773A 05/30/2001
to Produce an H.323
PBX
373 Using a Gatekeeper US 09/564287 05/04/2000 6819665 11/16/2004
to Produce an H.323
PBX
373 Using a Gatekeeper US 10/564287 07/19/2002
to Produce an H.323
PBX
376 Line Appearance Canada 2281374 09/02/99 2281374 11/16/2004
Security Interface
for TAPI SP
376 Line Appearance UK 9819142.2 09/02/98 2,341,291 07/23/2003
Security Interface
for TAPI SP
376 Line Appearance US 09/388712 09/02/99 6,618,476 09/09/2003
Security Interface
for TAPI SP
382 Features Based On Canada 2317146 08/29/2000
Network Congestion
382 Features Based On US 09/651842 08/31/2000 7062548 06/13/2006
Network Congestion
383 A Mechanism to Canada 2334503 02/17/2001 2334503 07/12/2005
Optimize a
Distributed AARS
Using RIP Caching
383 A Mechanism to UK 0003724.2 02/17/2000 2359446 02/11/2004
Optimize a
Distributed AARS
Using RIP Caching
383 A Mechanism to US 09/784969 02/16/2001 6748065 06/08/2004
Optimize a
Distributed AARS
Using RIP Caching
384 SEDO - Semantic Canada 2297622 02/02/2000 2297622 05/24/2005
Errors Diagnostic
Operation for
Multi-agent System
384 SEDO - Semantic UK 9902540.5 02/04/99 2346461 06/18/2003
Errors Diagnostic
Operation for
Multi-agent System
384 SEDO - Semantic US 09/497305 02/03/2000 6,550,024 04/15/2003
Errors Diagnostic
Operation for
Multi-agent System
386 Feature Canada 2334432 02/07/2001 2334432 05/11/2004
Provisioning by
Injection
386 Feature UK 0002743.3 02/07/2000 2358988 03/17/2004
Provisioning by
Injection
386 Feature US 09/779253 02/07/2001 6456707 09/24/2002
Provisioning by
Injection
394 Plastic Door Canada 1998-2976 12/16/98 87696 09/30/99
-36-
394 Plastic Door UK 2084151 12/09/98 2084151 11/04/99
394 Plastic Door US 29/106430 06/16/99 DES.437312 02/06/2001
399 QuickPick Canada 2297373 01/21/2000
399 QuickPick UK 9919245.2 08/13/99 2347581 12/24/2003
399 QuickPick US 09/259985 03/01/99 6839411 01/04/2005
400 Dynamic Rules Based Canada 2295273 01/12/2000 2295273 07/22/2003
Resource Allocation
400 Dynamic Rules Based UK 9919242.9 08/13/99 2347580 08/27/2003
Resource Allocation
400 Dynamic Rules Based US 09/259986 03/01/99 6745221 06/01/2004
Resource Allocation
▇▇▇ ▇▇-▇▇▇▇▇▇ buffering Canada 2299162 02/23/2000 2299162 11/16/2004
▇▇▇ ▇▇-▇▇▇▇▇▇ buffering UK 9919241.1 08/13/99 2347326 04/14/2004
▇▇▇ ▇▇-▇▇▇▇▇▇ buffering US 09/258507 02/26/99 6,546,366 04/08/2003
402 Automatic synchronization Canada 2299387 02/23/2000 2299387 07/01/2003
of address directories
for unified messaging
402 Automatic synchronization UK 9919248.6 08/13/99 2347308 12/10/2003
of address directories
for unified messaging
402 Automatic synchronization US 09/259811 02/26/99 6,418,200 07/09/2002
of address directories
for unified messaging
403 Automatic selection of Canada 2295267 01/12/2000 2295267 07/22/2003
user preferences based on
CLI data
403 Automatic selection of UK 9919244.5 08/13/99 2347306 07/16/2003
user preferences based on
CLI data
403 Automatic selection of US 09/258717 02/26/99 6795536 09/21/2004
user preferences based on
CLI data
409 Route Optimization Over UK 0002500.7 02/04/2000 2361380 02/11/2004
Diverse Media
410 Onhook Telecom Power Canada 2,279,072 07/29/99 2,279,072 08/12/2003
Supply Current Regulator
Mode
410 Onhook Telecom Power UK 99 18384.0 08/05/99 2347238 02/05/2003
Supply Current Regulator
Mode
410 Onhook Telecom Power US 09/255,461 02/22/99 6,137,276 10/24/2000
Supply Current Regulator
Mode
411 Communications System Canada 2329017 12/18/2000 2329017 03/21/2006
Architecture for Voice
Collaboration
411 Communications System UK 0317654.2 12/23/99 2391134 05/12/2004
Architecture for Voice
Collaboration
-37-
411 Communications System UK 9930496.6 12/23/99 2,357,659 12/24/2003
Architecture for Voice
Collaboration
411 Communications System US 09/740221 12/19/2000
Architecture for Voice
Collaboration
415 Handwriting Phone Canada 2339038 02/28/2001
415 Handwriting Phone UK 0007580.4 03/30/2000 2360903 09/08/2004
415 Handwriting Phone US 09/793985 02/28/2001 6,522,729 02/18/2003
417 Using Line Appearance to Canada 2307742 05/02/2000 2307742 11/30/2004
Allow Multiple Devices to
Appear Over a Single Line
417 Using Line Appearance to UK 9910957.1 05/11/99 2,350,009 04/18/2001
Allow Multiple Devices to
Appear Over a Single Line
417 Using Line Appearance to US 09/563879 05/03/2000 6754201 06/22/2004
Allow Multiple Devices to
Appear Over a Single Line
421 Log In To A Live Canada 2,343,981 04/17/2001
Appearance
421 Log In To A Live UK 0010267.3 04/28/2000 2361831 11/05/2003
Appearance
421 Log In To A Live US 09/843409 04/26/2001 6801609 10/05/2004
Appearance
423 A method for the Canada 2320554 09/25/2000 2320554 02/17/2004
synchronization of
analog call display data
in distributed systems
423 A method for the UK 9922987.4 09/29/99 2355130 10/15/2003
synchronization of
analog call display
data in distributed
systems
423 A method for the US 09/671395 09/27/2000 6,597,767 07/22/2003
synchronization of
analog call display
data in distributed
systems
425 Feature Interaction Canada 2313497 07/10/2000
Resolution Using Policies
event based model and
Fuzzy Logic
425 Feature Interaction Germany
Resolution Using Policies
event based model and
Fuzzy Logic
-38-
425 Feature Interaction UK 9916234.9 07/09/99 2,351,870 09/19/2001
Resolution Using Policies
event based model and
Fuzzy Logic
425 Feature Interaction US 09/613537 07/10/2000 6915285 07/05/2005
Resolution Using Policies
event based model and
Fuzzy Logic
425 Feature Interaction US 10/442571 05/21/2003 6,606,610 08/12/2003
Resolution Using Policies
event based model and
Fuzzy Logic
428 Method to Implement Canada 2308066 05/11/2000 2308066 02/08/2005
Digital Private
Signalling System
(DPNSS)
428 Method to Implement UK 0011237.5 05/11/2000 2350014A 10/29/2003
Digital Private
Signalling
System (DPNSS)
428 Method to Implement US 09/568703 05/11/2000 6735194 05/11/2004
Digital Private
Signalling
System (DPNSS)
429 Branding dynamic link Canada 2297372 01/21/2000 2297372 04/05/2005
libraries
429 Branding dynamic link US 09/260391 03/01/99 6,694,320 02/17/2004
libraries
430 Voice multicast Canada 2307749 05/02/2000 2307749 07/05/2005
method
430 Voice multicast UK 9910495.2 05/06/99 2349772 05/30/2001
method
430 Voice multicast US 09/563552 05/03/2000 6,650,744 11/18/2003
method
433 Complex acoustic path and Canada 2317507 09/07/2000
gasket for use with
microphones
433 Complex acoustic path and UK 9921556.8 09/14/99 2354393 11/12/2003
gasket for use with
microphones
433 Complex acoustic path and US 09/660947 09/13/2000 6744900 06/01/2004
gasket for use with
microphones
436 Security Mechanisms and Canada 2321407 09/28/2000 2321407 05/17/2005
Architecture for
Collaborative Software
System using Tuple Spaces
and Blackboard Systems
-39-
436 Security Mechanisms Germany
and Architecture for
Collaborative
Software System
using Tuple Spaces
and Blackboard
Systems
436 Security Mechanisms UK 9923544.2 10/05/99 2355140 09/03/2003
and Architecture for
Collaborative
Software System
using Tuple Spaces
and Blackboard
Systems
436 Security Mechanisms US 09/676838 09/29/2001
and Architecture for
Collaborative
Software System
using Tuple Spaces
and Blackboard
Systems
437 Policy Canada 2319863 09/15/2000 2319863 07/18/2006
representations and
mechanisms for the
control of software
based communication
and business systems
437 Policy Germany
representations and
mechanisms for the
control of software
based communication
and business systems
437 Policy UK 9922096.4 09/17/99 2,354,350 03/12/2004
representations and
mechanisms for the
control of software
based communication
and business systems
437 Policy US 09/663026 09/15/2000 6778641 08/17/2004
representations and
mechanisms for the
control of software
based communication
and business systems
439 Method of Canada 2326060 11/15/2000 2326060 06/29/2004
releasing
teledapt cables
from deeply
recssed RJ
connectors
439 Method of UK 9926945.8 11/16/99 2,356,495 07/30/2003
releasing
teledapt cables
from deeply
recssed RJ
connectors
439 Method of US 09/713909 11/16/2000 7027596 04/11/2006
releasing
teledapt cables
from deeply
recssed RJ
connectors
440 Powering arrangement Canada 2325767 10/11/2000 2325767 01/20/2004
for an ethemet LAN
connected telephone
440 Powering arrangement UK 9926913.6 11/12/99 2,356,326 12/24/2003
for an ethernet LAN
connected telephone
-40-
440 Powering US 09/710174 10/11/2000 6,480,122 11/12/2002
arrangement for an
ethernet LAN
connected telephone
441 Common data model Canada 2,324,543 10/26/2000
including field
interdependencies
441 Common data model Europe 0003790-3 11/22/2000
including field
interdependencies
441 Common data model France 0013721 10/26/2000 00 13721 11/04/2005
including field
interdependencies
441 Common data model Germany 10053028.1 10/26/2000
including field
interdependencies
441 Common data model UK 9925175.3 10/26/99 2355818 03/03/2004
including field
interdependencies
441 Common data model US 09/695,214 10/25/2000 6,643,659 11/04/2003
including field
interdependencies
444 Efficient Canada 2324423 10/25/2000 2324423 03/15/2005
Controlled current
sink for LED
backlight panel
444 Efficient UK 9925263.7 10/26/99 2,355,816 01/14/2004
Controlled
current sink for
LED backlight
panel
444 Efficient US 09/697538 10/26/2000 6,529,182 03/04/2003
Controlled
current sink for
LED backlight
panel
446 Best Effort US 10/449950 05/30/2003
Search Email
Gateway
448 Ultra-sonic Canada 2,356,603 09/04/2001 2356603 07/18/2006
proximity sensor
for telephony
448 Ultra-sonic UK 0021999.8 09/07/2000 2,366,932 08/25/2004
proximity sensor
for telephony
448 Ultra-sonic US 09/948217 09/06/2001 7010098 03/08/2006
proximity sensor
for telephony
449 Use of handset Canada 2,358,063 10/03/2001 2358063 07/18/2006
microphone to
enhance
speakerphone
loudspeaker
performance
449 Use of handset Europe 0024350.1 10/05/2001
microphone to
enhance
speakerphone
loudspeaker
performance
449 Use of handset US 09/972063 10/07/2001 7031455 04/18/2006
microphone to
enhance
speakerphone
loudspeaker
performance
-41-
458 Resource Sharing Canada 2,355,520 08/20/2001
Using Sliding
Constraints
458 Resource UK 0021089.8 08/25/2000 2366401 06/01/2005
Sharing Using
Sliding
Constraints
458 Resource US 09/933994 08/21/2001
Sharing Using
Sliding
Constraints
460 Simple Supplementary Canada 2331144 01/15/2001
Service Protocol
(SSSP)
460 Simple UK 0001035.5 01/17/2000 2,358,986 03/10/2004
Supplementary
Service Protocol
(SSSP)
460 Simple Supplementary UK 0400689.6 01/13/2004 2393878 06/02/2004
Service Protocol
(SSSP)
460D User Interface for UK 0400689.6 01/17/2000 2393878 06/02/2004
Use in H.323
460 Simple Supplementary US 09/761136 01/16/2001
Service Protocol
(SSSP)
461 PDA Enabled Set Canada 2,368,907 01/22/2002 2368907 07/05/2005
461 PDA Enabled Set Europe 02250330.4 01/17/2002
461 PDA Enabled Set UK 0102139.3 01/27/2001
461 PDA Enabled Set US 10/055150 01/23/2002 7085591 08/01/2006
462 Combination Visible Canada 2,348,258 05/18/2001 2348258 07/12/2005
and Infrared Light
Pipe
462 Combination Visible UK 0011877.8 05/18/2000 2,362,526 04/14/2004
and Infrared Light
Pipe
462 Combination Visible US 09/861207 05/18/2001 6,641,309 11/04/2003
and Infrared Light
Pipe
462 Combination Visible US 10/619306 07/14/2003 6,746,162 B2 06/08/2004
and Infrared Light
Pipe
463 Efficient Canada 2350435 07/13/2001 2350435 09/28/2004
Battery
Transfer
Circuit
463 Efficient UK 0015152.2 06/22/2000 2363919 07/14/2004
Battery
Transfer
Circuit
463 Efficient US 09/881305 06/13/2001 6,642,632 11/04/2003
Battery
Transfer
Circuit
464 Efficient Canada 2339538 03/05/2001 2339538 02/01/2005
dual-source
wide-input isolated
DC-DC converter
with effective
current limit
464 Efficient UK 0005375.1 03/06/2000 2360146 04/28/2004
dual-source
wide-input isolated
DC-DC converter
with effective
current limit
-42-
464 Efficient US 09/800337 03/06/2001 6,424,545 07/23/2002
dual-source
wide-input isolated
DC-DC converter
with effective
current limit
467 Hardware Canada 2341821 03/22/2001 2341821 06/22/2004
Authentication Method
467 Hardware UK 0009618.0 04/18/2000 2,361,567 02/22/2004
Authentication Method
467 Hardware US 09/826554 04/04/2001 6931533 08/16/2005
Authentication Method
472 Intermediate voice Canada 2398579 08/19/2002 2398579 11/15/2005
and DTMF detector
device for improved
speech recognition
utilization and
penetration
472 Intermediate voice Europe 02255290.5 07/29/2002
and DTMF detector
device for improved
speech recognition
utilization and
penetration
472 Intermediate voice UK 0120672.1 08/24/2001
and DTMF detector
device for improved
speech recognition
utilization and
penetration
472 Intermediate voice US 10/224063 08/20/2002 6795533 09/21/2004
and DTMF detector
device for improved
speech recognition
utilization and
penetration
473 Telephone Canada 2,357,326 09/13/2001 2357326 11/16/2004
independent
provision of speech
recognition during
dial tone and
subsequent call
progress states
473 Telephone US 09/972795 09/13/2001
independent
provision of speech
recognition during
dial tone and
subsequent call
progress states
474 Enclosure foot US 09/808682 03/15/2001 6,540,091 04/01/2003
arrangement that
can be used to
stack enclosures
474 Enclosure foot US 10/316110 12/11/2002 6695150 02/24/2004
arrangement that
can be used to
stack enclosures
478 Tree hierarchy Canada 2343695 04/10/2001 2343695 01/24/2006
and description
for generated
logs
478 Tree hierarchy Europe 01303443.4 04/12/2001
and description
for generated
logs
478 Tree hierarchy France 01303443.4 04/12/2001 1146689 10/19/2005
and description
for generated
logs
478 Tree hierarchy and Germany 01303443.4 04/12/2001 1146689 10/19/2005
-43-
description
for generated
logs
478 Tree hierarchy UK 01303443.4 04/12/2001 1146689 10/19/2005
and description
for generated logs
478 Tree hierarchy US 09/832734 04/11/2001 6816576 11/09/2004
and description
for generated logs
479 Dynamic rule sets Canada 2343692 04/10/2001
for generated logs
479 Dynamic rule sets Europe 01303459.0 04/12/2000 1146426 02/02/2005
for generated logs
479 Dynamic rule sets US 09/832619 04/11/2001
for generated logs
481 Telephone line UK 0102632.7 02/02/2001 2364473 12/10/2003
powered CO drop
reconnect
485 Method of Canada 2,353,117 07/16/2001 2353117 04/18/2006
attaching moulded
enclosures
485 Method of UK 0017730.3 07/19/2000 2365093 12/31/2003
attaching moulded
enclosures
485 Method of US 09/907847 07/18/2001 6746174 06/08/2004
attaching moulded
enclosures
486 Voice Mail Number Canada 2375410 03/08/2002 2375410 09/06/2005
and E-Mail
Extraction
486 Voice Mail Number UK 0106960.8 03/20/2001 2373670 09/21/2005
and E-Mail
Extraction
486 Voice Mail Number US 10/101083 03/18/2002 6785367 08/31/2004
and E-Mail
Extraction
487 System and method Canada 2299850 03/01/2000 2299850 06/14/2005
for the management
of computer software
maintenance
492 Method of using Canada 2,351,899 06/29/2001 2351899 04/04/2006
speech recognition
to initiate a WAP
Session
492 Method of using UK 0016144.8 06/30/2000 2,364,480 07/14/2004
speech recognition
to initiate a WAP
Session
492 Method of using US 09/896146 06/29/2001
speech recognition
to initiate a WAP
Session
493 Formed Lens Tab Canada 2,354,203 07/26/2001 2354203 11/30/2004
for Designation
Card Insert
493 Formed Lens Tab UK 0018475.4 07/27/2000 2365481 03/17/2004
for Designation
Card Insert
-44-
493 Formed Lens Tab for US 09/916165 07/26/2001 6,581,315 06/24/2003
Designation Card
Insert
495 Acoustic Canada 2,352,017 06/28/2001
Talker
Localization
495 Acoustic UK 0016142.2 06/30/2000 2364121 11/24/2004
Talker
Localization
495 Acoustic US 09/894539 06/28/2001
Talker
Localization
499 Method for handling Canada 2445180 10/03/2003
far-end speech
effects in
hands-free telephony
systems based on
acoustic beamforming
499 Method for handling Canada 2,358,044 10/03/2001 2358044 12/07/2004
far-end speech
effects in
hands-free telephony
systems based on
acoustic beamforming
499 Method for handling Europe 01308551.9 10/05/2001
far-end speech
effects in
hands-free telephony
systems based on
acoustic beamforming
499 Method for handling UK 0024582.9 10/06/2000 2367730 04/27/2005
far-end speech
effects in
hands-free telephony
systems based on
acoustic beamforming
503 Microphone Gasket Canada 2,372,351 02/18/2002
with Integrated
Acoustic Resistance
503 Microphone Gasket UK 0104084.9 02/20/2001 2372397 10/06/2004
with Integrated
Acoustic Resistance
503 Microphone Gasket US 10/078625 02/19/2002 6978033 12/20/2005
with Integrated
Acoustic Resistance
503 Microphone Gasket US 11/114795 04/26/2005 7035420 04/25/2006
with Integrated
Acoustic Resistance
504 Distributed Canada 2430030 05/26/2003
Echo Cancelling
504 Distributed Europe 03253161.8 05/21/2003 1367738 12/03/2003
Echo Cancelling
504 Distributed UK 0212591.2 05/31/2001 2389287 11/23/2005
Echo Cancelling
504 Distributed US 10/447857 05/29/2003 7085374 08/01/2006
Echo Cancelling
504 Distributed US 11/476926 06/28/2006
Echo Cancelling
507 Automatic Location- Canada 2412238 11/20/2002 2412238 10/25/2005
-45-
Aware Feature
Selection
507 Automatic Location-Aware Europe 02258274.6 11/29/2002
Feature Selection
507 Automatic Location-Aware UK 0128595.6 11/29/2001
Feature Selection
507 Automatic Location-Aware US 10/302119 10/22/2002 7058167 06/06/2006
Feature Selection
510 Method of Enabling a CPE Canada
to Test a Telephone Line
and Report the Results of
the Test
510 Method of Enabling a CPE UK
to Test a Telephone Line
and Report the Results of
the Test
510 Method of Enabling a CPE US 09/938130 08/23/2001 6831965 12/14/2004
to Test a Telephone Line
and Report the Results of
the Test
514 Mouse Controller Canada 2001-1383 06/01/2001 96902 03/22/2002
514 Mouse Controller Canada 2001-2932 12/05/2001
514 Mouse Controller France 016937 11/28/2001 659272-8 03/29/2002
514 Mouse Controller France 020491 01/25/2002
514 Mouse Controller UK 2,106,657 11/30/2001 2106657 07/18/2002
514 Mouse Controller UK 3,000,892 01/23/2002 3000892 07/09/2002
514 Mouse Controller US 29/150658 01/28/2002 D464,052S 10/08/2002
514 Mouse Controller US 01/28/2002 D474,169S 05/06/2003
517 Remote Assembly of Canada 2,384,066 04/30/2002
Messages for Distributed
Applications
517 Remote Assembly of France 0205524 05/02/2002 0205524 05/27/2005
Messages for Distributed
Applications
517 Remote Assembly of Germany 10220556.6 05/02/2002
Messages for Distributed
Applications
517 Remote Assembly of UK 0110713.5 05/02/2001 2375264 10/13/2004
Messages for Distributed
Applications
518 Master/Slave Frame Lock Canada 2385182 05/07/2002 2385182 07/18/2006
Method
518 Master/Slave Frame Lock Europe 02253259.2 05/09/2002 1257059 03/22/2006
Method
518 Master /Slave Frame France 02253259.2 05/09/2002 1257059 03/22/2006
-46-
Lock Method
518 Master /Slave Frame Lock Germany 02253259.2 05/09/2002 1257059 03/22/2006
Method
518 Master /Slave Frame Lock UK 0111300.0 05/09/2001
Method
518 Master /Slave Frame Lock UK 02253259.2 05/09/2002 1257059 03/22/2006
Method
518 Master /Slave Frame Lock US 10/142854 05/09/2002 7062005 06/13/2006
Method
519 Phantom-feed to Canada 2416852 01/21/2003 2416852 05/16/2006
Spare-Pair Conversion
519 Phantom-feed to Europe 03250370.8 01/21/2003
Spare-Pair Conversion
519 Phantom-feed to UK 0201399.3 01/22/2002
Spare-Pair Conversion
519 Phantom-feed to US 10/348839 01/22/2003 7030733 04/18/2006
Spare-Pair Conversion
520 Tuple Space Operations Canada 2416070 01/09/2003
for Fine Grained Control
520 Tuple Space Operations Europe 03250226.2 01/14/2003 1329810 08/16/2006
for Fine Grained Control
520 Tuple Space Operations France 03250226.2 01/14/2003 1329810 08/16/2006
for Fine Grained Control
520 Tuple Space Operations Germany 03250226.2 01/14/2003 1329810 08/16/2006
for Fine Grained Control
520 Tuple Space Operations UK 03250226.2 01/14/2003 1329810 08/16/2006
for Fine Grained Control
520 Tuple Space Operations US 10/339836 01/10/2003 6704734 03/09/2004
for Fine Grained Control
521 A Hardware-Assisted Tuple Canada 0200747.4 01/10/2003
Space
521 A Hardware-Assisted Tuple Europe 03250227.0 01/14/2003
Space
521 A Hardware-Assisted Tuple France 03250227.0 01/14/2003 1329807 08/23/2006
Space
521 A Hardware-Assisted Tuple Germany 03250227.0 01/14/2003 1329807 08/23/2006
Space
521 A Hardware-Assisted Tuple UK 03250227.0 01/14/2003 1329807 08/23/2006
Space
521 A Hardware-Assisted Tuple US 10/341211 01/13/2003 6931491 08/16/2005
Space
522 A protocol for Europe 02257706.8 11/06/2002 1309152 06/14/2006
Facilitating the
Selection of Electronic
Services Using Infrared
and a Network Address ID
522 A protocol for France 02257706.8 11/06/2002 1309152 06/14/2006
Facilitating the
Selection of Electronic
Services Using Infrared
and a Network Address ID
-47-
522 A protocol for Germany 02257706.8 11/06/2002 1309152 06/14/2006
Facilitating the
Selection of Electronic
Services Using Infrared
and a Network Address ID
522 A protocol for UK 02257706.8 11/06/2002 1309152 06/14/2006
Facilitating the
Selection of Electronic
Services Using Infrared
and a Network Address ID
522 A protocol for US 10/287850 11/05/2002
Facilitating the
Selection of Electronic
Services Using Infrared
and a Network Address ID
525 Efficient Power Supply Canada 2416338 01/14/2003 2416338 10/18/2005
Start Up Circuit
525 Efficient Power Supply Europe 03250264.3 01/16/2003
Start Up Circuit
525 Efficient Power Supply UK 0200934.8 01/16/2002
Start Up Circuit
525 Efficient Power Supply US 10/342263 01/15/2003 6804126 10/12/2004
Start Up Circuit
527 Headset or Handset Canada 2,2401,937 09/09/2002
signaling scheme
527 Headset or Handset Europe 02255441.4 09/14/2001 1294160 10/26/2005
signaling scheme
527 Headset or Handset France 02255441.4 09/14/2001 1294160 10/26/2005
signaling scheme
527 Headset or Handset Germany 02255441.4 09/14/2001 60206861.4-08 10/26/2005
signaling scheme
527 Headset or Handset UK 02255441.4 09/14/2001 1294160 10/26/2005
signaling scheme
527 Headset or Handset US 10/241275 09/10/2002
signaling scheme
530 Call Redirection Zones Canada 2447447 10/29/2003
for Wireless
Communications
530 Call Redirection Zones Europe 03256848.7 10/29/2003
for Wireless
Communications
530 Call Redirection Zones UK 0225428.2 10/31/2002
for Wireless
Communications
530 Call Redirection Zones US 10/696734 10/28/2003 7024184 04/04/2006
for Wireless
Communications
532 Line Echo Cancellation Canada 2429928 05/27/2003
System
532 Line Echo Cancellation Europe 03252672.5 04/28/2003 1367737 12/03/2004
System
532 Line Echo Cancellation UK 0212397.4 05/29/2002
System
-48-
532 Line Echo Cancellation US 10/448155 05/29/2003 6956830 10/18/2005
System
533 Loudspeaker cap to Canada 2,405,210 09/25/2002 2405210 05/30/2006
reduce structural
...acoustic modes
533 Loudspeaker cap to Europe 02256665.7 09/25/2002
reduce structural
...acoustic modes
533 Loudspeaker cap to UK 0123451.7 09/28/2001
reduce structural
...acoustic modes
533 Loudspeaker cap to US 10/256569 09/26/2002 6741717 05/25/2004
reduce structural
...acoustic modes
535 Method to Improve Europe 02255766.4 08/19/2002 1286328 06/21/2006
Near-end Voice Activity
Detection in Audio
Systems Based on the
Beamforming Technology
535 Method to Improve France 02255766.4 08/19/2002 1286328 06/21/2006
Near-end Voice Activity
Detection in Audio
Systems Based on the
Beamforming Technology
535 Method to Improve Germany 02255766.4 09/19/2002 1286328 06/21/2006
Near-end Voice Activity
Detection in Audio
Systems Based on the
Beamforming Technology
535 Method to Improve UK 0120322.3 08/21/2001
Near-end Voice Activity
Detection in Audio
Systems Based on the
Beamforming Technology
535 Method to Improve UK 02255766.4 09/19/2002 1286328 06/21/2006
Near-end Voice Activity
Detection in Audio
Systems Based on the
Beamforming Technology
538 5303 Conference Phone Canada 98870 03/08/2002 98870 01/23/2003
538 5303 Conference Phone France 022638 04/23/2002 670150-53 07/19/2002
538 5303 Conference Phone UK 2,104,854 09/17/2001 2,104,854 09/17/2001
538 5303 Conference Phone US 29/156949 03/12/2002 472539 04/01/2003
548 Method to Control Noise Canada 2416003 01/09/2003
Level Calculations in a
Conferencing System
-49-
548 Method to Control UK 2385249 10/04/2002 2385249 10/12/2005
Noise Level
Calculations in a
Conferencing System
548 Method to Control US 1O/044800 01/20/2002
Noise Level
Calculations in a
Conferencing System
549 7 kHz audio earpieces(low Canada 2431526 07/09/2003 2431526 01/24/2006
leak conditions and high
leak conditions)for
wideband audio telephone
handsets, cell phone
handsets or headsets
549 7 kHz audio earpieces(low Europe 03253240.0 05/23/2003 1372352 12/17/2003
leak conditions and high
leak conditions)for
wideband audio telephone
handsets, cell phone
handsets or headsets
549 7 kHz audio earpieces(low UK 0213732.1 06/14/2002
leak conditions and high
leak conditions)for
wideband audio telephone
handsets, cell phone
handsets or headsets
549 7 kHz audio earpieces(low US 10/460449 06/11/2003
leak conditions and high
leak conditions)for
wideband audio telephone
handsets, cell phone
handsets or headsets
553 Mitel 5230 IP Appliance Canada 99306 05/02/2002 99306 01/15/2004
553 Mitel 5230 IP Appliance Canada 99307 05/02/2002 99307 01/15/2004
553 Mitel 5230 IP Appliance France 026602 10/31/2002 026602 04/25/2003
553 Mitel 5230 IP Appliance France 026631 11/04/2002 694332 02/28/2003
553 Mitel 5230 IP Appliance Germany 40209041.1 10/31/2002 40209041.1 12/06/2002
553 Mitel 5230 IP Appliance Germany 40209289.9 11/01/2002 40209289.9 12/11/2002
553 Mitel 5230 IP Appliance UK 3008243 11/01/2002 3008243 11/19/2002
553 Mitel 5230 IP Appliance UK 3008244 11/01/2002 3008244 12/16/2002
553(1) Mitel 5230 IP Appliance US 29/170136 11/01/2002 496652 09/28/2004
555 Replaceable Personal Europe 03252407.6 04/15/2003 1359731 07/20/2005
Digital Assistant Cradle
for Desktop
Telephone
-50-
555 Replaceable Personal France 03252407.6 04/15/2003 1359731 07/20/2005
Digital Assistant Cradle
for Desktop Telephone
555 Replaceable Personal Germany 03252407.6 04/15/2003 1359731 07/20/2005
Digital Assistant Cradle
for Desktop Telephone
555 Replaceable Personal UK 03252407.6 04/15/2003 1359731 07/20/2005
Digital Assistant Cradle
for Desktop Telephone
555 Replaceable Personal US 10/428608 05/02/2003
Digital Assistant Cradle
for Desktop Telephone
562 A Method of Acoustic Echo Canada 2413217 01/22/2003
Cancellation in
Full-duplex Hands Free
Audio Conferencing with
Spatial Directivity
562 A Method of Acoustic Echo US 10/306154 11/29/2002 6990193 01/24/2006
Cancellation in
Full-duplex Hands Free
Audio Conferencing with
Spatial Directivity
592 Parallel GSC Structure Canada 2506439 05/05/2005
for Adaptive Beamforming
Under Equalization
Constraints
592 Parallel GSC Structure Europe 05103862.8 05/10/2005 Publication
for Adaptive Beamforming No.1596624
Under Equalization
Constraints
592 Parallel GSC Structure UK 0410847.8 05/14/2004
for Adaptive Beamforming
Under Equalization
Constraints
592 Parallel GSC Structure US 11/125498 05/10/2005 6999378 02/14/2006
for Adaptive Beamforming
Under Equalization
Constraints
602 "Navigator" Canada 110007 02/04/2005 110007 06/30/2006
Computer-Telephony Device
602 "Navigator" Europe 000384961 08/04/2005 000384961 10/04/2005
Computer-Telephony Device
602 "Navigator" US 29/235613 08/03/2005
Computer-Telephony Device
11178 Solid State Trunk Japan 278524/86 11/20/86
Circuit
11197 Data Storage System UK 8614922 06/19/86 2184577 06/19/86
-51-
11197 Data Storage System US 5034915 07/23/91
11199 Communications UK 8620722 08/27/86 2186762 08/27/86
Switching System
111103 Wireless Telephone Canada 580344 10/17/88 1261981 09/26/89
System
111103 Wireless Telephone UK 8822635.2 09/27/88 2208778 02/04/85
System
111103 Wireless Telephone US 404010 09/07/89 5005183 04/02/91
System
111110 Circuit for US 931410 11/14/86 4742540 05/03/88
Switching Between
Balanced Networks
111119 Latch Up Recovery US 932405 11/20/86 4761702 08/02/88
Circuit
111123 Apparatus and Method UK 8728467 12/04/87 2198917 06/12/91
for Synchronizing a
Communication System
111125 Digital Signal Canada 1279393 01/22/91
Processing System
111125 Digital Signal US 142816 01/11/88 4862452 08/29/89
Processing System
111138 Digital DTMF Tone Canada 566003 05/05/88 1289281 09/17/91
Detector
111138 Digital DTMF Tone UK 8910226.3 05/04/89 2219174 05/04/89
Detector
111138 Digital DTMF Tone US 346750 05/03/89 5119322 06/02/92
Detector
111145 Trunk Cord with Canada 574775 08/15/88 1289280 09/17/91
Distributed
Signalling Voltages
111145 Trunk Cord with UK 8918022.8 08/07/89 2222056 08/07/89
Distributed
Signalling Voltages
111145 Trunk Cord with US 388942 08/03/89 4926467 05/15/90
Distributed
Signalling Voltages
111146 Apparatus for Testing Canada 604279 06/28/89 1311570 12/15/92
111146 Apparatus for Testing US 498102 03/23/90 4996702 02/26/91
111152 Programmable Canada 608745 08/18/89 1326530 01/25/94
Threshold Alert
111152 Programmable US 323374 03/14/89 4964155 10/16/99
Threshold Alert
111153 Group Emergency Call Canada 583164 11/15/88 1333296 11/29/94
System
111153 Group Emergency Call UK 8925199.5 11/08/89 2225194 11/08/89
System
111153 Group Emergency Call US 426418 10/26/89 5166972 11/24/92
System
111159 Redundant Clock & Canada 571908 07/13/88 1302594 06/02/92
Frame Pulse
Synchronization
System
111171 Digitally Canada
Controlled
Ringer Signal
Generator
111171 Digitally US 894632 06/05/92 5323456 06/21/94
Controlled
Ringer Signal
Generator
-52-
111174 Modular Communication Canada 2056827 12/02/91 2056827 02/23/99
System with Allocatable
Bandwidth
111174 Modular Communication UK 9211157.4 05/26/92 2256349 05/26/92
System with Allocatable
Bandwidth
111174 Modular Communication UK 9507657.6 05/26/92 2286099 05/26/92
System with Allocatable
Bandwidth
111174 Modular Communication UK 9507658 05/26/92 2286318 05/26/92
System with Allocatable
Bandwidth
111174 Modular Communication US 07/708769 05/31/91 5164940 11/17/92
System with Allocatable
Bandwidth
111176 Compressed Language Canada 2051135 05/12/86 2051135 09/26/89
Dictionary
111176 Compressed Language UK 9207399.8 04/02/92 2259596 04/02/92
Dictionary
111176 Compressed Language US 878854 05/05/92 5383121 01/17/95
Dictionary
111177 Host Remote Signalling in Canada 2052499 09/30/91 2052499 11/29/94
Telephone Systems
111177 Host Remote Signalling in US 878526 05/05/92 5249222 09/28/93
Telephone Systems
111179 Programmable Call Canada 2068154 05/07/92 2068154 01/14/97
Progress Tones for a
Switching System
111179 Programmable Call UK 9308617.1 04/26/93 2266820
Progress Tones for a
Switching System
111179 Programmable Call US 050900 04/21/93 5436964 07/25/95
Progress Tones for a
Switching System
111182 Digital Class Receiver Canada 2069142 05/21/92 2069142 04/02/96
111182 Digital Class Receiver UK 9309441.5 05/07/93 2267417 05/07/93
111182 Digital Class Receiver US 922616 07/30/92 5400365 03/21/95
111183 Cycling Error Count for US 460733 06/02/95 5680404 10/21/97
Link Maintenance
111183 Cycling Error Count for US 870663 04/17/92
Link Maintenance
190107 Telephone System US 158347 02/22/88 4,887,293 12/12/89
190112 Circuit for Maintaining US 420648 10/11/89 5054062 10/01/91
Hybrid Cancellation of
Signals in a
Communication System
190115 Programmable Subscriber Canada 1261441 05/12/86 1261441 09/26/89
Set
190115 Programmable Subscriber US 903143 09/03/86 4788720 11/29/88
Set
190116 Subscriber Set US 928053 11/07/86 4805211 02/14/89
Programming Module
190117 Expansion Subsystem for Canada 1266717 05/12/86 1266717 03/13/90
Use in a Communication
System
190117 Expansion Subsystem for US 928056 11/07/86 4736406 04/05/88
Use in a
-53-
Communication
System
190121 Digital key system UK 8904889.6 03/03/89 2221596 08/05/92
architecture
190121 Digital key system US 386697 07/31/89 5202883 04/13/93
architecture
8879901B Packet-Based Data Canada 2065578 04/08/92 2065578 02/23/99
Compression Method
8879902B Method and Apparatus for Europe 97650019.9 05/29/97
Performing Simultaneous
Data Compression and
Encryption
S54 Telephone Handsfree Canada 2052351 09/27/91 2052351 05/23/2000
Algorithm
S54 Telephone Handsfree Germany 92920102.8 09/25/92 69223416.0 12/03/97
Algorithm
JOINTLY OWNED PATENTS (GRANTED)
PATENT
STATUS/OWNER MITEL # TITLE COUNTRY SERIAL # DATE FILED PATENT # GRANT DATE
------------ ------- ------------------------- --------- ---------------- -------------- ----------- ------------
Mitel 425 Feature Interaction Canada 2313497 07/10/2000
Networks Resolution Using Policies
Corporation & event based model and
The University Fuzzy Logic
of Ottawa
Mitel 436 Security Mechanisms and Canada 2321407 09/28/2000 2321407 05/17/2005
Networks Architecture for
Corporation & Collaborative Software
The University System using Tuple Spaces
of Ottawa and Blackboard Systems
Mitel 436 Security Mechanisms and Germany
Networks Architecture for
Corporation & Collaborative Software
The University System using Tuple Spaces
of Ottawa and Blackboard Systems
Mitel 436 Security Mechanisms and UK 9923544.2 10/05/99 2355140 09/03/2003
Networks Architecture for
Corporation & Collaborative Software
The University System using Tuple Spaces
of Ottawa and Blackboard Systems
Mitel 436 Security Mechanisms and US 09/676838 09/29/2001
Networks Architecture for
Corporation & Collaborative Software
The University System using Tuple Spaces
of Ottawa and Blackboard
-54-
Systems
Mitel 437 Policy representations Canada 2319863 09/15/2000 2319863 07/18/2006
Networks and mechanisms for the
Corporation & control of software based
The University communication and
of Ottawa business systems
Mitel 437 Policy representations Germany
Networks and mechanisms for the
Corporation & control of software based
The University communication and
of Ottawa business systems
Mitel 437 Policy representations UK 9922096.4 09/17/99 2,354,350 03/12/2004
Networks and mechanisms for the
Corporation & control of software based
The University communication and
of Ottawa business systems
Mitel 437 Policy representations US 09/663026 09/15/2000 6778641 08/17/2004
Networks and mechanisms for the
Corporation & control of software based
The University communication and
of Ottawa business systems
The following Patents are licensed from Zarlink Semiconductor. In the event that
Zarlink no longer wishes to retain the rights in these patents, the Corporation
has the option to obtain an assignment of the Patents (without cost):
229B Agent-Based Web Search Canada 2265292 03/15/99
Engine
385B Marker Packet Method Canada
Measuring Audio Signal to
Packet Delays
385B Marker Packet Method UK 9925878.2 11/01/99
Measuring Audio Signal to
Packet Delays
S163B Double-Talk Canada 2402511 09/10/2002
and Path Change Detection
Using A Matrix of
Correlation
Coefficients
75B Basic Rate Interface Canada 2047641 07/23/91 2047641 01/11/2000
75B Basic Rate Interface Germany 195265866 07/22/92
75B Basic Rate Interface UK 595911 07/22/92
75B Basic Rate Interface US 185821 01/21/94 5432791 07/11/95
76B Digital Wireless Canada 2,053,137 10/22/91 2,053,137 08/21/2001
Interface
-55-
76B Digital Wireless Europe 92921240.5 10/22/91 0607250 12/17/97
Interface
76B Digital Wireless US 08211574 10/01/91 5612990 03/18/97
Interface
88B Time Slot Assign for NX64 Canada 2109007 10/22/93 2109007 05/04/99
Switch System
88B Time Slot Assign for NX64 UK 9429923.61 10/17/94 2283639 08/26/98
Switch System
88B Time Slot Assign for NX64 US 09/902089 07/10/2001 6775294 08/10/2004
Switch System
88B Time Slot Assign for NX64 US 851422 05/05/97 6259703 07/10/2001
Switch System
89B Integrated Wired and Canada 2154335 07/20/95
Wireless
Telecommunications System
89B Integrated Wired and Germany 19526586.6 07/20/95
Wireless
Telecommunications System
89B Integrated Wired and UK 9514931.6 07/20/95 2291565 04/08/98
Wireless
Telecommunications System
89B Integrated Wired and US 08/625302 04/01/96 5602843 02/11/97
Wireless
Telecommunications System
95B Multiple Access UK 9402479 02/09/94 2274961B 11/12/96
95B Multiple Access US 08/191470 02/04/2000 5544158 08/06/96
98B ST Bus DSP Interface Canada 2080159-0 10/08/92 2080159 09/15/98
98B ST Bus DSP Interface Mexico 9306077 09/30/93 186222 10/01/97
98B ST Bus DSP Interface UK 9319629.3 09/23/93 2271448 04/13/94
98B ST Bus DSP Interface US 08065533 05/21/93 5649148 07/15/97
116B Digital FSK Receiver Canada 2116042 02/21/94 2116042 03/23/99
Using Double Zero
Crossing
116B Digital FSK Receiver Germany 19503576.3 02/03/95 19503576 11/13/97
Using Double Zero
Crossing
116B Digital FSK Receiver UK 9502926 02/15/95 2286951 05/15/98
Using Double Zero
Crossing
116B Digital FSK Receiver US 08577777 02/21/94 5,661,759 08/26/97
Using Double Zero
Crossing
117B Programmable Digital Call Canada 2116043 02/21/94 2116043 09/23/97
Progress Tone Detector
117B Programmable Digital Call Germany P19504514.9 02/11/95 19504514 02/27/97
Progress Tone Detector
117B Programmable Digital Call UK 9502893.2 02/15/95 2286746 04/29/98
Progress Tone Detector
117B Programmable Digital Call US 199482 02/22/94 5563942 10/08/96
Progress Tone Detector
131B Low Frequency Canada 2123847 05/18/94 2123847 11/11/97
Discriminator Circuit
131B Low Frequency Germany P19508149.8 03/08/95 19508149 06/13/2002
Discriminator Circuit
131B Low Frequency UK 9502920.3 02/15/95 2287594 05/06/98
Discriminator Circuit
131B Low Frequency US 5546025 03/11/94 5546025 08/13/96
Discriminator Circuit
138B Battery Switch for RAM UK 95084067 04/25/95 2288929 12/02/98
Backup
-56-
138B Battery Switch for RAM US 08/235257 04/29/94 5532676 07/02/96
Backup
152B Loop Current Detector Canada 2146596 04/07/95 2146596 09/21/99
152B Loop Current Detector UK 9508405.9 04/25/95 2288880 06/24/98
152B Loop Current Detector US 08225481 04/29/94 5,768,342 06/16/98
157B Ring Discriminator Canada 2164247 12/01/95 2164247 07/06/99
157B Ring Discriminator Germany P19549112.2 12/29/95
157B Ring Discriminator UK 9526724.1 12/29/95 2297670 12/09/99
168B Reset Circuit with Canada 2164036 11/29/95 2164036 05/12/98
Variable Delay
168B Reset Circuit with Germany 19547116.4-53 12/16/95 19547116 10/22/98
Variable Delay
168B Reset Circuit with UK 9526714.2 12/29/95 2297444 12/29/95
Variable Delay
168B Reset Circuit with US 08366671 12/29/94 5543741 08/01/96
Variable Delay
177B Creating Multi-Port RAM Canada 2199571 03/10/97 2199571 08/08/2000
with TDM
177B Creating Multi-Port RAM UK 9703849 02/25/97 2311153 11/22/2000
with TDM
177B Creating Multi-Port RAM US 08613519 03/11/96 5822776 10/23/98
with TDM
184B Standby High Voltage Canada 2180316 07/02/96 2180316 01/11/2000
Analog Line Feed
184B Standby High Voltage US 08675111 07/02/96 5889858 03/30/99
Analog Line Feed
188B Mechanism For Sharing of Canada 2313614 07/05/2000 2313614 07/05/2003
Guaranteed Resources
188B Mechanism For Sharing of UK 9916208.3 07/09/99 2,353,915 12/12/2001
Guaranteed Resources
188B Mechanism For Sharing of US 09/611054 07/06/2000
Guaranteed Resources
220B Digital Phase Reversal Canada 2161042 10/20/95 2161042 08/28/2001
Detector
220B Digital Phase Reversal Europe 96933290.7 10/16/96 0856 212 09/27/2000
Detector
220B Digital Phase Reversal France 96933290.7 10/16/96 0856 212 09/27/2000
Detector
220B Digital Phase Reversal Germany 96933290.7 10/16/96 69610505.5 09/27/2000
Detector
220B Digital Phase Reversal Japan
Detector
220B Digital Phase Reversal UK 96933290.7 10/16/96 0856212 09/27/0200
Detector
220B Digital Phase Reversal US 09/051,355 06/25/98 6259750 07/10/2001
Detector
231B Intelligent Message Canada 2181199 07/15/96 2181199 08/21/2001
Leaving
231B Intelligent Message UK 9714811.8 05/15/97 2315385 08/09/2000
Leaving
-57-
231B Intelligent Message US 08/893277 07/15/97 6167127 12/26/2000
Leaving
237B Multiplexing TAPI Calls UK 9805321.8 03/12/98 2323251 04/21/99
into one Virtual TAPI
Call
237B Multiplexing TAPI Calls US 08815596 03/12/97 5949765 09/07/99
into one Virtual TAPI
Call
263B Internet Telephony Canada 2180685 07/08/96 2180685 09/09/2003
Gateway
263B Internet Telephony France 9708918 07/08/97
Gateway
263B Internet Telephony Germany 19728878.2 07/07/97
Gateway
263B Internet Telephony UK 9714058.6 07/04/97
Gateway
263B Internet Telephony US 08/885,538 06/30/97
Gateway
285B Synchronization of Canada 2,199,647 03/11/97 2,199,647 01/27/2004
Communication Devices
Connected Over an
Asynchronous Link
300B Circuit to Improve UK 9803352.5 02/17/97 2322257 04/28/99
Transducer Separation in
Handsfree Telephone
300B Circuit to Improve US 08/802001 02/01/97 6438240 08/20/2002
Transducer Separation in
Handsfree Telephone
318B Method of Selecting Canada 2254310 11/16/98 2254310 06/05/2001
Between Multiple Clock
Drive Sources for a
Backplane Clock Signal
318B Method of Selecting UK 9724256.4 11/17/97 2331417 06/27/2001
Between Multiple Clock
Drive Sources for a
Backplane Clock Signal
318B Method of Selecting US 09/193745 11/17/98 6163850 12/19/2000
Between Multiple Clock
Drive Sources for a
Backplane Clock Signal
320B PASIC Digital Switching Canada 2275063 06/17/99 2275063 08/02/2005
System
320B PASIC Digital Switching US 09/344064 06/25/99
System
328B DNIC Peripheral Extender Canada 2308012 05/11/2000 2308012 08/10/2004
328B DNIC Peripheral Extender UK 9917644.8 05/13/99 2350010A 06/20/2001
328B DNIC Peripheral Extender US 09/570116 05/12/2000 6,628,776 09/30/2003
332B Event Detector for OTP Canada 2275116 06/18/99 2275116 10/28/2003
332B Event Detector for OTP UK 9813971.0 06/30/98 2339119 05/21/2003
332B Event Detector for OTP US 09/343227 06/30/99 6741558 05/25/2004
334B Call Processing with Canada 2316549 08/15/2000
Synchronized Tuple Spaces
334B Call Processing with UK 9920051.1 08/24/99 2353612 11/12/2003
Synchronized Tuple
-58-
Spaces
334B Call Processing with US 09/642,340 08/21/2000
Synchronized Tuple Spaces
352B Mechanism for Canada 2288459 11/08/99 2288459 12/31/2002
discounting in a bidding
process based on quality
of Service
352B Mechanism for UK 9824567.3 11/09/98 2343583 05/05/2004
discounting in a bidding
process based on quality
of Service
352B Mechanism for US 09/435857 11/08/99 6687682 02/03/2004
discounting in a bidding
process based on quality
of Service
364B Echo Canada 2293911 12/29/99 2293911 06/01/2004
cancelling/suppression
for handsets
364B Echo UK 9907102.9 03/26/99 2348350 02/18/2004
cancelling/suppression
for handsets
364B Echo US 09/488141 12/29/99 6999582 02/14/2006
cancelling/suppression
for handsets
365B Locating Network Echos Canada 2319639 09/14/2000 2319639 03/16/2004
365B Locating Network Echos UK 9921555.0 09/14/99 2354414 12/22/2004
365B Locating Network Echos US 09/662259 09/14/2000 6947395 09/20/2005
379B Adaptive Buffer Canada
Management for Voice
Over Packet Based
Networks
379B Adaptive Buffer US 2288365 11/02/99 2288365 08/10/2004
Management for Voice
Over Packet Based
Networks
388B A Method for Noise Canada 2293522 12/29/99 2293522 06/10/2003
Dosimeter in Appliances
Employing Earphones or
Handsets
388B A Method for Noise UK 9909708.1 04/27/99 2349466 10/15/2003
Dosimeter in Appliances
Employing Earphones or
Handsets
388B A Method for Noise US 09/488151 01/20/2000 6,507,650 01/14/2003
Dosimeter in Appliances
Employing Earphones or
Handsets
389B Telephone Headset Canada 2286371 10/14/99 2286371 07/30/2002
Click-Free Muting Circuit
389B Telephone Headset UK 9822695.4 10/16/98 2342798 04/16/2003
Click-Free Muting Circuit
-59-
389B Telephone Headset US 09/418704 10/15/99 6,292,560 09/18/2001
Click-Free Muting
Circuit
390B A Technique for Canada 2308544 05/15/2000 2308544 12/28/2004
Eliminating the 'Click'
Noise Associated with
the Activation of a
Microphone Mute Switch
390B A Technique for UK 9911433.2 05/17/99 2350256 05/30/2001
Eliminating the 'Click'
Noise Associated with
the Activation of a
Microphone Mute Switch
390B A Technique for US 09/571808 05/16/2000 6690793 02/10/2004
Eliminating the 'Click'
Noise Associated with
the Activation of a
Microphone Mute Switch
393B Improvement of the Canada 2291428 12/01/99 2291428 05/20/2003
Full Duplex
Speakerphone Startup
Sequence using Default
LEC Coefficients
393B Improvement of the UK 9826501.0 12/02/98
Full Duplex
Speakerphone Startup
Sequence using Default
LEC Coefficients
393B Improvement of the US 09/453147 12/02/99 6768723 07/27/2004
Full Duplex
Speakerphone Startup
Sequence using Default
LEC Coefficients
396B Click Free Muting Canada 2291884 12/09/99 2291884 01/31/2006
Circuit for Headset
396B Click Free Muting UK 9827184.4 12/11/98 2344711 02/25/2004
Circuit for Headset
396B Click Free Muting US 09/459321 12/10/99 6751316 06/15/2004
Circuit for Headset
397B Hardware Germany 19961552.7 12/20/99
Implementation of the
Real Time Protocol
Packet Jitter
Calculation as Given
in RFC 1889.
397B Hardware UK 9828038.1 12/18/98 2347596
Implementation of the
Real Time Protocol
Packet Jitter
Calculation as Given
in RFC 1889.
397B Hardware US 09/466098 12/17/99 6600759
Implementation of the
Real Time Protocol
Packet Jitter
Calculation as Given
in RFC 1889.
398B A Hardware Mechanism to Canada 2308648 05/17/2000 2308648 02/15/2005
Control the Data
Reception Buffers for
Packetized Voice
Channels
-60-
398B A Hardware Mechanism UK 9912575.9 05/28/99 2,350,533 07/04/2001
to Control the Data
Reception Buffers for
Packetized
Voice Channels........
398B A Hardware Mechanism to US 09/577397 05/22/2000 6721825
Control the Data
Reception Buffers for
Packetized
Voice Channels........
420B Synchronization method Canada 2309014 05/23/2000 2309014 11/02/2004
and system for keeping
track of encoding
history to maintain
digital system
syncrhonization during
communication over lossy
transmission
media
420B Synchronization method UK 9913656.6 06/11/99 2350984 10/15/2003
and system for keeping
track of encoding
history to maintain
digital system
syncrhonization during
communication over lossy
transmission
media
420B Synchronization method US 09/587,721 06/05/2000
and system for keeping
track of encoding history
to maintain digital
system syncrhonization
during communication over
lossy transmission
media
431B Comfort Noise Canada 2308647 05/17/2000 2308647 01/04/2005
Generation
431B Comfort Noise UK 9912574.2 05/28/99 2350532 08/08/2001
Generation
431B Comfort Noise US 09/577420 05/22/2000
Generation
435B A hardware mechanism Canada 2309525 05/26/2000 2309525 11/09/2004
to detect silence on a
packetized voice
stream
435B A hardware mechanism UK 0012884.3 05/30/2000 2352378 01/14/2004
to detect silence on a
packetized voice
stream
435B A hardware mechanism US 09/580788 05/30/2000 7055170 05/30/2006
to detect silence on a
packetized voice
stream
438B Packet loss Canada 2331228 01/17/2001 2331228 04/06/2004
compensation by
injecting spectrally
shaped noise
-61-
438B Packet loss UK 0001157.7 01/18/2000 2358558 10/15/2003
compensation by
injecting spectrally
shaped noise
438B Packet loss US 7002913 02/21/2006
compensation by
injecting spectrally
shaped noise
445B An efficient hardware Canada 2320713 09/26/2000 2320713 06/28/2005
mechanism to calculate
the energy of a U-law or
A-law encoded digitized
speach sample
445B An efficient hardware UK 9923940.2 10/08/99 2355087 12/17/2004
mechanism to calculate
the energy of a U-law or
A-law encoded digitized
speach sample
445B An efficient hardware US 09/675577 09/22/2000 6775685 08/10/2004
mechanism to calculate
the energy of a U-law or
A-law encoded digitized
speach sample
447B Comfort noise Canada 2326275 11/20/2000 2326275 03/23/2004
generation scheme for
open discontinuous
transmission systems
447B Comfort noise US 09/717421 11/21/2000 6711537 03/23/2004
generation scheme for
open discontinuous
transmission systems
457B Telephone loudspeaker Canada 2391262 06/25/2002 2391262 05/03/2005
equalization using a
remote microphone
457B Telephone loudspeaker UK 0116215.5 07/03/2001 2377353 06/29/2005
equalization using a
remote microphone
457B Telephone loudspeaker US 10/186305 06/26/2002
equalization using a
remote microphone
459B Transport Protocols Canada 2369383
for Application
Platforms Over
Network Portals
459B Transport Protocols France 0200942 01/25/2002 02 00942 03/10/2006
for Application
Platforms Over
Network Portals
459B Transport Protocols Germany 10203764.7 01/25/2002 Published 08/01/2002
for Application as
Platforms Over DE10203764
Network Portals
459B Transport Protocols UK 0102138.5 01/27/2001 2371726 08/17/2005
for Application
Platforms Over
Network Portals
459B Transport Protocols US 10/056404 01/25/2002 7068670 06/27/2006
for Application
Platforms Over
-62-
Network Portals
465B Integrated Data Clock Canada 2338320 02/26/2001 2338320 05/11/2004
Extractor
465B Integrated Data Clock UK 0004672.2 02/28/2000 2359706 03/10/2004
Extractor
465B Integrated Data Clock US 09/794,644 02/27/2001 6795514 09/21/2004
Extractor
468B Multi-Frequency (MF) Canada 2342467 03/13/2001 2342467 05/25/2004
Tone Detection Spectral
Nulls
468B Multi-Frequency (MF) China 01109183.5 03/19/2001 ZL 01/19/2005
Tone Detection Spectral 01109183.5
Nulls
468B Multi-Frequency (MF) France 0103595 03/16/2001 0103595 07/09/2004
Tone Detection Spectral
Nulls
468B Multi-Frequency (MF) Germany 10112974 10/20/2005
Tone Detection Spectral
Nulls
468B Multi-Frequency (MF) UK 0006576.3 03/17/2000 2360420 02/18/2004
Tone Detection Spectral
Nulls
468B Multi-Frequency (MF) US 11/318775 12/27/2005 7010117 03/07/2006
Tone Detection Spectral
Nulls
470B A Method for line Canada 2342557 03/29/2001 2342557 06/08/2004
circuits to provide
constant current and
voltage feed
capabilities
470B A Method for line UK 0007841.0 03/31/2000 2360906 10/15/2003
circuits to provide
constant current and
voltage feed
capabilities
470B A Method for line US 09/822943 03/30/2001 6865271 03/08/2005
circuits to provide
constant current and
voltage feed
capabilities
470B A Method for line US 11/354336 02/14/2006
circuits to provide
constant current and
voltage feed
capabilities
471B Utilizing sub packets Canada 2372209 03/06/2001 2372209 05/30/2006
for packet loss
compensation in voice
over IP networks
471B Utilizing sub packets China 01800431.8 03/06/2001 159250 06/15/2004
for packet loss
compensation in voice
over IP networks
471B Utilizing sub packets Europe 01914855.0 06/06/2001
for packet loss
compensation in voice
over IP networks
471B Utilizing sub packets France 01914855.0 03/06/2001 1183681 08/02/2006
for packet loss
compensation in voice
over IP networks
471B Utilizing sub packets Germany 10190890.3 03/06/2001 10190890 10/13/2005
for packet loss
compensation in voice
over IP networks
471B Utilizing sub packets UK 0005376.9 03/06/2000 2360178 04/14/2004
for packet loss
compensation in voice
over IP networks
-63-
471B Utilizing sub US 09/800194 03/06/2001 6901069 05/31/2005
packets for packet
loss compensation in
voice over IP
networks
471B Utilizing sub US 11/110245 04/20/2005
packets for packet
loss compensation in
voice over IP
networks
482B Method to register Canada 2341111 03/16/2001
IP phones
482B Method to register US 09/810520 03/16/2001 6958992 10/25/2005
IP phones
482B Method to register US 11/110069 04/20/2005
IP phones
497B Packet buffer Canada 2425278 04/14/2003 2425278 01/24/2006
memory with
integrated
allocation/deallocation
circuit
497B Packet buffer France 0304780 04/16/2003
memory with
integrated
allocation/deallocation
circuit
497B Packet buffer Germany 10318300.0 04/15/2003
memory with
integrated
allocation/deallocation
circuit
497B Packet buffer UK 2387677 A 10/22/2003 2387677 06/22/2005
memory with
integrated
allocation/deallocation
circuit
501B Noise Level Canada 2,357,959 09/27/2001 2357959 02/28/2006
Calculator for Echo
Canceller
501B Noise Level UK 23975.6 09/30/2000
Calculator for Echo
Canceller
501B Noise Level US 09/965881 09/28/2001
Calculator for Echo
Canceller
111163B Data Transfer Canada 2019002 06/14/90 2019002 04/19/94
111163B Data Transfer Canada 2108836 06/14/90 2108836 08/19/97
111163B Data Transfer US 08/025838 03/03/93 5341370 08/23/94
111130B Compensation Canada 531660 03/10/87 1257027 07/04/89
Circuit for Use With
an Integrating
Amplifer
111130B Compensation Germany 3806346.8 02/27/88 3806346 02/06/92
Circuit for Use
With an Integrating
Amplifer
111130B Compensation Japan 057315/88 03/08/88 2109460 11/21/96
Circuit for Use
With an Integrating
Amplifer
111130B Compensation UK 8805580 03/09/88 2202413 10/23/91
Circuit for Use
With an Integrating
Amplifer
111130B Compensation US 157862 01/24/91 4800586 01/24/89
Circuit for Use
With an Integrating
Amplifer
111178B Data Transport Canada 2058654 12/31/91 2058654 12/29/98
for Internal
Messaging
111178B Data Transport Germany P4243266.9 12/31/91 P4243266.9 01/17/2002
for Internal
Messaging
111178B Data Transport UK 9227133.7 12/31/92 2263043 12/31/92
for Internal
Messaging
111178B Data Transport US 07/996662 12/24/92 5638366 06/10/97
for Internal
Messaging
8879902B Method and Apparatus US 08/865766 05/30/97 6,122,379 09/09/2000
for Performing
Simultaneous Data
Compression and
Encryption
8879903B Method and Apparatus Canada 2191403 11/27/96
for Performing Data
-64-
Compression
8879903B Method and Apparatus Europe 97650007.4 02/28/97
for Performing Data
Compression
8879903B Method and Apparatus US 609129 02/29/96 5867114 02/02/99
for Performing Data
Compression
Licensed IP
"R/3 SOFTWARE END USER VALUE LICENSE AGREEMENT WITH SAP CANADA INC.", effective
February 16th, 2001 and entered into between Mitel Networks Corporation and SAP
Canada, Inc.
SECTION 3.26
INTELLECTUAL PROPERTY RIGHTS
SECTION 3.26(A): OWNED IP
Exclusive Rights:
Pursuant to the TPC Agreement, upon the occurrence of certain events of default,
TPC may direct the Corporation to transfer and deliver to TPC title to, and
possession of, and all rights of the Corporation in the Intellectual Property
(as defined in the TPC Agreement) developed in carrying out the Project (as
defined in the TPC Agreement). A uncured default under the TPC Agreement will
result in a cross-default under the Notes.
Please see the disclosure set forth in Section 3.5 "Convertible Notes" of this
Disclosure Schedule.
Joint Ownership:
The Corporation is a party to a Joint Development and Distribution Agreement
with VCON Ltd., effective February 8th, 2000, pursuant to which VCON developed
certain customizations to the Corporation's products and the parties contributed
certain intellectual property, in the case of the Corporation the MiTAI and
MiNET protocols, to ensure the interoperability of the Corporation's ICP and IP
phones with VCON's conferencing endpoints.
Also see Section 3.25 "Jointly Owned IP - Patents (Granted)" to this Disclosure
Schedule.
SECTION 3.26(D): CONTRACTS IMPAIRING RIGHT TO EXPLOIT OWNED IP
As disclosed in Section 3.26(a) of this Disclosure Schedule, upon the occurrence
of certain events of default under the TPC Agreement, TPC may direct the
Corporation to transfer and deliver to TPC title to, and possession of, and all
rights of the Corporation in the Intellectual Property (as defined in the TPC
Agreement) developed in carrying out the Project (as defined in the TPC
Agreement). The TPC Agreement further limits the Corporation's ability to use,
sell, transfer, assign, commercially exploit or convey the Owned IP.
Please see the disclosure set forth in Section 3.5 "Convertible Notes" of this
Disclosure Schedule.
SECTION 3.26(F): COVENANTS NOT TO ▇▇▇
None
SECTION 3.26(G) CONTRACTS GRANTING RIGHTS TO USE OWNED IP
As disclosed in Sections 3.26(a) and 3.26(d) of this Disclosure Schedule,
pursuant to the TPC Agreement, upon the occurrence of certain events of default,
TPC may direct the Corporation to transfer and deliver to TPC title to, and
possession of, and all rights of the Corporation in the Intellectual Property
(as defined in the TPC Agreement) developed in carrying out the Project (as
defined in the TPC Agreement). Please see the disclosure set forth in Section
3.5 "Convertible Notes" of this Disclosure Schedule.
SECTION 3.26(H): VALIDITY OR ENFORCEABILITY OF OWNED IP
None.
-2-
SECTION 3.26(J): DEVELOPMENT OF OWNED IP/WAIVER OF MORAL RIGHTS/IP OF THIRD
PARTIES
Contractors engaged through the Corporation's subsidiary, Mitel Networks
Limited, have not been required to irrevocably or unconditionally waive their
moral rights and other non-assignable rights.
SECTION 3.26(L): GOVERNMENT FUNDING
As set out in Section 3.26(a) of this Disclosure Schedule, pursuant to the TPC
Agreement, upon the occurrence of certain events of default, TPC may direct the
Corporation to transfer and deliver to TPC title to, and possession of, and all
rights of the Corporation in the Intellectual Property (as defined in the TPC
Agreement) developed in carrying out the Project (as defined in the TPC
Agreement). The TPC Agreement further limits the Corporation's ability to use,
sell, transfer, assign, commercially exploit or convey the Owned IP.
SECTION 3.26(N): PUBLICLY AVAILABLE SOFTWARE
None.
SECTION 3.26(N): DISCLOSURE OF SOURCE CODE
As described in Section 3.23(iii)(h) of this Disclosure Schedule, Mitel Networks
Limited is a party to an escrow agreement with Marks & ▇▇▇▇▇▇▇ in the U.K., and
NCC Escrow International Ltd., in favour of Marks & ▇▇▇▇▇▇▇ for the escrow of
certain of the Corporation's product source code.
-3-
SECTION 3.28
INSURANCE
See Summary of Insurance 2005-2006 attached to this Section 3.28 as Appendix
"A".
* * *
SCHEDULE D
FINANCIAL STATEMENTS
Filed on July 5, 2006 as an exhibit to the Amendment No. 1 to Form F-1 of the
Registrant, dated July 5, 2006, and incorporated herein by reference.
SCHEDULE E
COUNTERPART SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
The undersigned hereby acknowledges receipt of a copy of the subscription
agreement dated as of September 21, 2006 (the "Agreement") between Mitel
Networks Corporation and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and, by executing this
Counterpart Signature Page, the undersigned agrees to become a party to the
Subscription Agreement, thereby having all of the rights and benefits, and being
subject to all of the obligations, of an Investor (as such term is defined in
the Agreement) contained in the Agreement as if the undersigned were an original
signatory.
The undersigned hereby represents and warrants to the Corporation as of the
Closing Date that each of the representations and warranties set out in Section
4 of the Agreement is true and correct with respect to the undersigned as of the
date of this counterpart signature page (provided that such representations and
warranties do not lessen or obviate the representations and warranties of the
Corporation set forth in this Agreement), and further acknowledges that the
representations and warranties contained in the Agreement are made by it with
the intent that they may be relied upon by the Corporation in determining the
undersigned's eligibility to purchase the Warrants.
DATED this__________ day of _________ 2006.
By: ____________________________________
Name:
Title:
Accepted as of __________, 2006
MITEL NETWORKS CORPORATION
By: ____________________________________
Name:
Title: