Common use of Adjustment Upon Issuance of Common Shares Clause in Contracts

Adjustment Upon Issuance of Common Shares. Prior to a Qualified IPO, if and whenever on or after the Subscription Date the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any Common Shares (including the issuance or sale of Common Shares owned or held by or for the account of the Company (but excluding Common Shares deemed to have been issued by the Company (x) in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) or (y) to the Canadian government as warrants exercisable for up to 12,000,000 Common Shares pursuant to the Integrated Communications Solutions R&D Project Agreement between the Company, Mitel Knowledge Corporation, March Networks Corporation and Her Majesty the Queen in Right of Canada dated October 10, 2002) for a consideration per share (the "NEW ISSUANCE PRICE") less than a price (the "APPLICABLE PRICE") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "DILUTIVE ISSUANCE"), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For purposes of determining the adjusted Exercise Price under this Section 2(a), the following shall be applicable:

Adjustment Upon Issuance of Common Shares. Prior to a Qualified IPOIf, if and whenever at any time on or after the Subscription Date issuance of this Note, the Company issues or sells, or in accordance with this Section 2 2A.7 is deemed to have issued or sold, any Common Shares (including the issuance or sale of Common Shares owned or held by or for the account of the Company (Company, but excluding Common Shares deemed to have been issued or sold by the Company (x) in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) or (y) to the Canadian government as warrants exercisable for up to 12,000,000 Common Shares pursuant to the Integrated Communications Solutions R&D Project Agreement between the Company, Mitel Knowledge Corporation, March Networks Corporation and Her Majesty the Queen in Right of Canada dated October 10, 2002Securities) for a consideration per share (the "NEW ISSUANCE PRICE"“New Issuance Price”) less than a price (the "APPLICABLE PRICE"“Applicable Price”) equal to the Exercise Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "DILUTIVE ISSUANCE"“Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Conversion Price then in effect shall be reduced to an amount equal to an amount obtained by dividing the Conversion Price in effect immediately prior to such Dilutive Issuance by a fraction, the numerator of which shall be the product of (i) the total number of Common Shares outstanding immediately after such Dilutive Issuance multiplied by (ii) the Conversion Price on the date of such Dilutive Issuance, and the denominator of which shall be an amount equal to the sum of (a) the number of Common Shares outstanding immediately prior to such Dilutive Issuance multiplied by such Conversion Price plus (b) the aggregate consideration received by the Company (determined as provided below) for such Dilutive Issuance. Notwithstanding the foregoing, if the Post-Closing Equity Financing (as defined in the Amendment) and/or warrants issued therewith constitute a Dilutive Issuance after January 31, 2012, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each Price for such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustmentDilutive Issuance. For purposes of determining the adjusted Exercise Conversion Price under this Section 2(a2A.7(b), the following shall be applicable:

Adjustment Upon Issuance of Common Shares. Prior to a Qualified IPOIf, if and whenever at any time on or after the Subscription Date issuance of this Note, the Company issues or sells, or in accordance with this Section 2 2A.7 is deemed to have issued or sold, any Common Shares (including the issuance or sale of Common Shares owned or held by or for the account of the Company (Company, but excluding Common Shares deemed to have been issued or sold by the Company (x) in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) or (y) to the Canadian government as warrants exercisable for up to 12,000,000 Common Shares pursuant to the Integrated Communications Solutions R&D Project Agreement between the Company, Mitel Knowledge Corporation, March Networks Corporation and Her Majesty the Queen in Right of Canada dated October 10, 2002Securities) for a consideration per share (the "NEW ISSUANCE PRICE"“New Issuance Price”) less than a price (the "APPLICABLE PRICE"“Applicable Price”) equal to the Exercise Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "DILUTIVE ISSUANCE"“Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Conversion Price then in effect shall be reduced to an amount equal to an amount obtained by dividing the Conversion Price in effect immediately prior to such Dilutive Issuance by a fraction, the numerator of which shall be the product of (i) the total number of Common Shares outstanding immediately after such Dilutive Issuance multiplied by (ii) the Conversion Price on the date of such Dilutive Issuance, and the denominator of which shall be an amount equal to the sum of (a) the number of Common Shares outstanding immediately prior to such Dilutive Issuance multiplied by such Conversion Price plus (b) the aggregate consideration received by the Company (determined as provided below) for such Dilutive Issuance. Notwithstanding the foregoing, if the Post-Closing Equity Financing (as defined in the Amendment) and/or warrants issued therewith constitute a Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each Price for such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustmentDilutive Issuance. For purposes of determining the adjusted Exercise Conversion Price under this Section 2(a2A.7(b), the following shall be applicable:

Adjustment Upon Issuance of Common Shares. Prior to a Qualified IPO, if If and whenever on or after the Subscription Date Date, the Company issues issues, sells, publicly announces the contemplated issuance or sellssale of, or in accordance with this Section 2 is deemed to have issued or sold, any Common Shares (including the issuance, sale or public announcement of the issuance or sale sale, of Common Shares owned or held by or for the account of the Company (Company, but excluding Common Shares or other securities deemed to have been issued or sold by the Company (x) in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) or (y) to the Canadian government as warrants exercisable for up to 12,000,000 Common Shares pursuant to the Integrated Communications Solutions R&D Project Agreement between the Company, Mitel Knowledge Corporation, March Networks Corporation and Her Majesty the Queen in Right of Canada dated October 10, 2002Securities) for a consideration per share (the "NEW ISSUANCE PRICE"“New Issuance Price”) less than a price (the "APPLICABLE PRICE"“Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (the foregoing a "DILUTIVE ISSUANCE"“Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment The provisions of this Section 2(a) shall terminate at the time that the Company uplists its Common Shares to a National Securities Market (the “Uplisting”) (provided, that for the avoidance of doubt, any Dilutive Issuance that is consummated, or is contemplated to be consummated, contemporaneously with the Uplisting or to satisfy the conditions of the Exercise Price hereunderUplisting, the number of Warrant Shares shall be adjusted deemed to have occurred prior to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustmentUplisting). For purposes of determining the adjusted Exercise Price under this Section 2(a), the following shall be applicable:

Adjustment Upon Issuance of Common Shares. Prior to a Qualified IPO, if If and whenever on or after the Subscription Date date of this Warrant the Company grants issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 2 3(b) is deemed to have granted, issued or sold, any Common Shares (including the issuance or sale of Common Shares owned or held by or for the account of the Company (Company), including, without limitation, pursuant to an equity line of credit or “at-the-market” offering, but excluding Common Shares deemed to have been any securities issued by the Company in (xor issuable on conversion, exercise or exchange of any securities issued in) an Excluded Issuance or any transaction resulting in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) or (y) to the Canadian government as warrants exercisable for up to 12,000,000 Common Shares pursuant to the Integrated Communications Solutions R&D Project Agreement between the Companyanother adjustment under this Section 3, Mitel Knowledge Corporation, March Networks Corporation and Her Majesty the Queen in Right of Canada dated October 10, 2002) for a consideration per share (the "NEW ISSUANCE PRICE"“New Issuance Price”) less than a price (the "APPLICABLE PRICE") equal to the Exercise Price in effect immediately prior to such issue granting, issuance or sale or deemed granting issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a "DILUTIVE ISSUANCE"“Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment of , provided that the Exercise Price hereunder, the number of Warrant Shares shall may not be reduced pursuant to this Section 3(b) below $0.11 (such minimum Exercise Price to be adjusted to for any stock splits, reverse stock splits or stock dividends), provided that if such Dilutive Issuance is below the number of shares of Common Stock determined by multiplying minimum Exercise Price, the Exercise Price in effect immediately prior to such adjustment by shall remain the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the minimum Exercise Price resulting from such adjustmentPrice. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(a3(b)), the following shall be applicable:

Adjustment Upon Issuance of Common Shares. Prior to a Qualified IPO, if If and whenever on or after the Subscription Date through the second (2nd) year anniversary of the Issuance Date, the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any Common Shares (including the issuance or sale of Common Shares owned or held by or for the account of the Company (Company, but excluding Common Shares deemed to have been issued by the Company (x) in connection with any Excluded Securities (as defined in the Securities Purchase Agreement) or (y) to the Canadian government as warrants exercisable for up to 12,000,000 Common Shares pursuant to the Integrated Communications Solutions R&D Project Agreement between the Company, Mitel Knowledge Corporation, March Networks Corporation and Her Majesty the Queen in Right of Canada dated October 10, 2002SPA Securities) for a consideration per share (the "NEW ISSUANCE PRICENew Issuance Price") less than a price (the "APPLICABLE PRICEApplicable Price") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "DILUTIVE ISSUANCEDilutive Issuance"), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. In the event of any Dilutive Issuance after the second (2nd) year anniversary of the Issuance Date, then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the product of (A) the Exercise Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Exercise Price in effect immediately prior to such Dilutive Issuance and the number of Common Shares Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Exercise Price in effect immediately prior to such Dilutive Issuance by (II) the number of Common Shares Deemed Outstanding immediately after such Dilutive Issuance. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock Shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For purposes of determining the adjusted Exercise Price under this Section 2(a), the following shall be applicable: