Common use of Capitalization and Listing Clause in Contracts

Capitalization and Listing. (i) The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorized. As of the date of this Agreement, there are: (A) 49,683,779 Company Shares validly issued and outstanding; (B) no preferred shares issued or outstanding; (C) outstanding Company Options providing for the issuance of 60,000 Company Shares upon the exercise thereof; and (D) outstanding Company RSUs providing for the issuance of 694,799 Company Shares upon the exercise thereof. The terms of the Company Options (including exercise price) and Company RSUs are disclosed in the Company Data Room. Except for the Company Options and Company RSUs referred to in this Section 3.1(g)(i) and the Shareholder Rights Plan, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contracts, instruments, commitments or obligations of the Company or any of its Subsidiaries to issue or sell any shares of the Company or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of the Company or any of its Subsidiaries, and other than the Company Employee Share Plans, there are no equity or security based compensation arrangements maintained by the Company. No Person is entitled to any pre-emptive or other similar right granted by the Company or any of its Subsidiaries. The Company Shares are listed on the NYSE and the POMSoX, and are not listed on any other market. (ii) A schedule aggregating all outstanding grants to holders of Company Options and Company RSUs and the number, exercise price, vesting schedule (where applicable) and expiration dates of each grant to such holders has been provided in the Company Data Room. All Company Shares that may be issued pursuant to the exercise of outstanding Company Options will, when issued in accordance with the terms of the Company Options be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. (iii) As of the date hereof, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Shares or any shares of any of its Subsidiaries. No Subsidiary of the Company owns any Company Shares. (iv) No securities commission, stock exchange or similar regulatory authority in Canada or the United States has issued any order which is currently outstanding preventing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened and the Company is not, to its knowledge, in default of any requirement of any Securities Laws, rules or policies applicable to the Company or its securities. No order prohibiting the sale of securities of the Company has been issued and is outstanding against the Company or its directors or officers.

Capitalization and Listing. (i) The authorized share capital of the Company Xxxxxxx consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorizedXxxxxxx Shares. As of at the date of this Agreement, Agreement there are: (A) 49,683,779 Company 50,912,599 Xxxxxxx Shares validly issued and outstandingoutstanding as fully-paid and non-assessable shares of Xxxxxxx; (B) no preferred shares issued or outstanding; (C) outstanding Company Xxxxxxx Options providing for the issuance of 60,000 Company 1,010,000 Xxxxxxx Shares upon the exercise thereof; 152,666 outstanding Xxxxxxx RSUs; and (D) no outstanding Company RSUs providing for the issuance of 694,799 Company Shares upon the exercise thereofXxxxxxx DSUs or Xxxxxxx SARs. The terms of the Company Xxxxxxx Options (including exercise price) and Company Xxxxxxx RSUs are disclosed in Schedule 3.1(g)to the Company Data RoomXxxxxxx Disclosure Letter. Except for as disclosed in Schedule 3.1(g) to the Company Options and Company RSUs referred to in this Section 3.1(g)(iXxxxxxx Disclosure Letter (x) and the Shareholder Rights Plan, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contractscommitments, instruments, commitments or obligations of the Company or any of its Subsidiaries Xxxxxxx to issue or sell any shares of the Company or of any of its Subsidiaries Xxxxxxx or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of the Company or any of its SubsidiariesXxxxxxx, and other than the Company Employee Share Plans, there are (y) no equity or security based compensation arrangements maintained by the Company. No Person is entitled to any pre-emptive or other similar right granted by the Company or any of its SubsidiariesXxxxxxx. The Company Xxxxxxx Shares are listed on the NYSE and the POMSoXTSXV, and are not listed or quoted on any market other marketthan the TSXV. (ii) A schedule aggregating Schedule 3.1(g) to the Xxxxxxx Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding grants to holders of Company Xxxxxxx Options and Company RSUs and the number, exercise price, vesting schedule (where applicable) prices and expiration dates of each grant to such holders has been provided in the Company Data Roomholders. All Company Xxxxxxx Shares that may be issued pursuant to the exercise of outstanding Company Xxxxxxx Options will, when issued in accordance with the terms of the Company Options its Xxxxxxx Options, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. (iii) As Schedule 3.1(g) to the Xxxxxxx Disclosure Letter sets forth, as of the date hereof, there the holders of all outstanding Xxxxxxx RSUs and the number and expiration dates of each grant to such holders. All Xxxxxxx Shares that may be issued pursuant to the exercise of outstanding Xxxxxxx RSUs will, if issued in accordance with its Xxxxxxx RSUs, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. (iv) There are no outstanding contractual obligations of the Company or any of its Subsidiaries Xxxxxxx to repurchase, redeem or otherwise acquire any Company Shares or any shares of any of its Subsidiaries. No Subsidiary of the Company owns any Company Xxxxxxx Shares. (ivv) There are no outstanding Xxxxxxx DSUs or SARs. (vi) No securities commission, stock exchange or similar regulatory authority in Canada or the United States has issued any order which is currently outstanding preventing ceasing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened and the Company is not, to its knowledge, in default of any requirement of any Securities Laws, rules or policies applicable to the Company or its securities. No order Xxxxxxx nor prohibiting the sale of such securities of the Company has been issued and is outstanding against the Company Xxxxxxx or its directors directors, officers or officerspromoters.

Capitalization and Listing. (i) The authorized share capital of the Company Cannex consists of an unlimited number of common shares Cannex Common Shares, an unlimited number of Cannex Class A Shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorizedCannex Preferred Shares. As of at the date of this Agreement, Agreement there are: (A) 49,683,779 Company 87,192,204 Cannex Common Shares validly issued and outstanding as fully-paid and non-assessable shares of Cannex; (B) 96,521,734 Cannex Class A Shares validly issued and outstanding as fully-paid and non-assessable shares of Cannex; (C) no Cannex Preferred Shares issued and outstanding; (B) no preferred shares issued or outstanding; (CD) outstanding Company Cannex Common Share Options providing for the issuance of 60,000 Company 6,925,000 Cannex Common Shares and outstanding Cannex Class A Share Options providing for the issuance of 6,300,000 Cannex Class A Shares upon the exercise thereof; and (DE) outstanding Company RSUs Cannex Notes providing for the issuance of 694,799 Company 38,554,217 Cannex Class A Shares upon the conversion thereof; and (F) outstanding Cannex Warrants providing for the issuance of 39,283,543 Cannex Shares upon the exercise thereof. The terms of the Company Cannex Options and Cannex Warrants (including exercise price) and Company RSUs are disclosed in Schedule “C”, Section (g)(i) to the Company Data RoomCannex Disclosure Letter. Except for as disclosed in Schedule “C”, Section (g)(i) of the Company Options and Company RSUs referred to in this Section 3.1(g)(iCannex Disclosure Letter (x) and the Shareholder Rights Plan, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contractscommitments, instruments, commitments or obligations of the Company Cannex or any of its Subsidiaries to issue or sell any shares of the Company Cannex or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of the Company Cannex or any of its Subsidiaries, and other than the Company Employee Share Plans, there are (y) no equity or security based compensation arrangements maintained by the Company. No Person is entitled to any pre-emptive or other similar right granted by the Company Cannex or any of its Subsidiaries. The Company Cannex Common Shares are listed on the NYSE CSE and the POMSoXOTCQX, and are not listed or quoted on any market other market. than the CSE and the OTCQX. Except as disclosed in Schedule “C”, Section (g)(i) to the Cannex Disclosure Letter, to the knowledge of Cannex, no Person beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the votes attached to the Cannex Shares. (ii) A schedule aggregating Schedule “C”, Section (g)(ii) of the Cannex Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding grants to holders of Company Cannex Options and Company RSUs and the number, class or series of shares, exercise priceprices, vesting schedule schedules (where applicableincluding acceleration terms, if any) and expiration dates of each grant to such holders has been provided in the Company Data Roomholders. All Company Cannex Shares that may be issued pursuant to the exercise of outstanding Company Cannex Options will, when issued in accordance with the terms of the Company Options such Cannex Options, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, of any pre-emptive rights. (iii) As . Each grant of Cannex Options was duly authorized no later than the date on which the grant of such Cannex Options was by its terms to be effective by all necessary corporate action, including, if required as applicable, board of approval or compensation committee approval and required stockholder approval, all Cannex Options have been granted in compliance with applicable Law, including all applicable Securities Laws and in accordance with the Cannex Option Plans. All Cannex Options were granted with a per share exercise price that equals or exceeded the fair market value of a share of the date hereof, there are no outstanding contractual obligations of Cannex Common Shares on the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Shares or any shares of any of its Subsidiaries. No Subsidiary of the Company owns any Company Sharesapplicable grant date. (iv) No securities commission, stock exchange or similar regulatory authority in Canada or the United States has issued any order which is currently outstanding preventing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened and the Company is not, to its knowledge, in default of any requirement of any Securities Laws, rules or policies applicable to the Company or its securities. No order prohibiting the sale of securities of the Company has been issued and is outstanding against the Company or its directors or officers.

Capitalization and Listing. (ia) The authorized share capital of the Company Cxxxxx consists only of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorizedCxxxxx Shares. As of at the date of this Agreement, Agreement there are: (A) 49,683,779 Company 9,555,850 Cxxxxx Shares validly issued and outstandingoutstanding as fully-paid and non-assessable Cxxxxx Shares; (B) no preferred shares issued or outstanding; (C) 911,000 outstanding Company Cxxxxx Options providing for the issuance of 60,000 Company 911,000 Cxxxxx Shares upon the exercise thereofthereof (comprising 1,000 Cxxxxx Options exercisable at $2.00 per share until August 20, 2017, and 910,000 Cxxxxx Options exercisable at $0.28 per share until January 14, 2019); and (DC) outstanding Company RSUs Cxxxxx Warrants providing for the issuance of 694,799 Company 2,965,250 Cxxxxx Shares upon the exercise thereof. The terms of the Company Options (including exercise price) and Company RSUs are disclosed in the Company Data Room. Except for the Company Options and Company RSUs referred to in this Section 3.1(g)(i) and the Shareholder Rights Plan, there There are no options, other warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contractscommitments, instruments, commitments or obligations of the Company Cxxxxx or any of its Subsidiaries to issue or sell any shares of the Company Cxxxxx Shares or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of the Company Cxxxxx Shares or any of its Subsidiaries, and other than the Company Employee Share Plans, there are no outstanding stock appreciation rights, phantom equity or security based compensation similar rights, agreements, arrangements maintained by the Company. No or commitments of Cxxxxx or any of its Subsidiaries, and no Person is entitled to any pre-emptive or other similar right granted by the Company Cxxxxx or any of its Subsidiaries. The Company Shares are listed on the NYSE and the POMSoX, and are not listed on any other market. (iib) A schedule aggregating Schedule 8(c) to the Cxxxxx Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding grants to holders of Company Options and Company RSUs Cxxxxx Warrants and the number, exercise price, vesting schedule (where applicable) prices and expiration dates of each grant to such holders has been provided in the Company Data Roomholders. All Company Cxxxxx Shares that may be issued pursuant to the exercise of outstanding Company Options Cxxxxx Warrants will, when issued in accordance with the terms of the Company Options Cxxxxx Warrants, as the case may be, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. (iiic) As Schedule 8(b) to the Cxxxxx Disclosure Letter sets forth, as of the date hereof, there the holders of all outstanding Cxxxxx Options and the number, exercise prices and expiration dates of each grant to such holders. (d) There are no outstanding contractual obligations of the Company Cxxxxx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Cxxxxx Shares or any shares of any of its Subsidiaries. No Subsidiary Subsidiaries of the Company owns Cxxxxx own any Company Cxxxxx Shares. (ive) No securities commission, stock exchange or similar regulatory authority in Canada or the United States has issued any order which is currently outstanding preventing ceasing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened and the Company is not, to its knowledge, in default of any requirement of any Securities Laws, rules or policies applicable to the Company or its securities. No order Cxxxxx nor prohibiting the sale of such securities of the Company has been issued and is outstanding against the Company Cxxxxx or its directors directors, officers or officerspromoters.

Capitalization and Listing. (ia) The authorized share capital of the Company Cangold consists only of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorizedCangold Shares. As of at the date of this Agreement, Agreement there are: (A) 49,683,779 Company 45,678,279 Cangold Shares validly issued and outstandingoutstanding as fully-paid and non-assessable Cangold Shares; (B) no preferred shares issued or outstanding; (C) 2,585,000 outstanding Company Cangold Options providing for the issuance of 60,000 Company 2,585,000 Cangold Shares upon the exercise thereof; and (DC) 9,519,842 outstanding Company RSUs Cangold Warrants providing for the issuance of 694,799 Company 9,519,842 Cangold Shares upon the exercise thereof. The terms of the Company Options (including exercise price) and Company RSUs are disclosed in the Company Data Room. Except for the Company Options and Company RSUs referred to in this Section 3.1(g)(i) and the Shareholder Rights Plan, there There are no options, other warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contractscommitments, instruments, commitments or obligations of the Company Cangold or any of its Subsidiaries to issue or sell any shares of the Company Cangold Shares or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of the Company Cangold Shares or any of its Subsidiaries, and other than the Company Employee Share Plans, there are no outstanding stock appreciation rights, phantom equity or security based compensation similar rights, agreements, arrangements maintained by the Company. No or commitments of Cangold or any of its Subsidiaries, and no Person is entitled to any pre-emptive or other similar right granted by the Company Cangold or any of its Subsidiaries. The Company Shares are listed on the NYSE and the POMSoX, and are not listed on any other market. (iib) A schedule aggregating Schedule 8(b) to the Cangold Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding grants to holders of Company Cangold Options and Company RSUs and the number, exercise price, vesting schedule (where applicable) prices and expiration dates of each grant to such holders has been provided in the Company Data Roomholders. All Company Cangold Shares that may be issued pursuant to the exercise of outstanding Company Cangold Options will, when issued in accordance with the terms of the Company Options Cangold Options, as the case may be, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. (iiic) As Schedule 8(c) to the Cangold Disclosure Letter sets forth, as of the date hereof, there the holders of all outstanding Cangold Warrants and the number, exercise prices and expiration dates of each grant to such holders. All Cangold Shares that may be issued pursuant to the exercise of outstanding Cangold Warrants will, when issued in accordance with the terms of the Cangold Warrants, as the case may be, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. (d) There are no outstanding contractual obligations of the Company Cangold or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Cangold Shares or any shares of any of its Subsidiaries. No Subsidiary Subsidiaries of the Company owns Cangold own any Company Cangold Shares. (ive) No securities commission, stock exchange or similar regulatory authority in Canada or the United States has issued any order which is currently outstanding preventing ceasing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened and the Company is not, to its knowledge, in default of any requirement of any Securities Laws, rules or policies applicable to the Company or its securities. No order Cangold nor prohibiting the sale of such securities of the Company has been issued and is outstanding against the Company Cangold or its directors directors, officers or officerspromoters. (f) No third party has any right, claims, charges, liens, Encumbrances or interests in respect of the direct or indirect acquisition of Cangold Shares, Cangold Options or Cangold Warrants or the securities of its Subsidiaries (other than as publicly disclosed or disclosed in writing to Great Panther prior to the date of this Arrangement Agreement) or in respect of the GDLR Option, including any rights of first refusal, option or call rights, and on completion of the Arrangement, all Cangold Shares, Cangold Options and Cangold Warrants, the securities of its Subsidiaries and the GDLR Option will be free of any rights, claims, charges, liens, Encumbrances or interests of any third party.

Capitalization and Listing. (i) The authorized share capital of the Company Mitel consists of an unlimited number of common shares Mitel Shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorized. As of the date of this Agreement, Agreement there are: (A) 49,683,779 Company 53,900,060 Mitel Shares validly issued and outstandingoutstanding as fully-paid and non-assessable shares of Mitel; (B) no preferred shares issued or outstanding; (C) 7,162,754 outstanding Company Mitel Options granted under the Mitel Employee Share Plan providing for the issuance of 60,000 Company 515,175 Mitel Shares upon the exercise thereof; and , (D) outstanding Company RSUs Mitel Warrants providing for the issuance of 694,799 Company 2,478,326 Mitel Shares upon the exercise thereof. All Mitel Shares issuable upon the exercise of rights under the Mitel Options and Mitel Warrants in accordance with their terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable. The terms of the Company Mitel Options and Mitel Warrants (including exercise price) and Company RSUs are disclosed in the Company Data Roomhave been provided to Aastra. Except for the Company Mitel Options and Company RSUs Mitel Warrants referred to in this Section 3.1(g)(i) and the Shareholder Rights Plan4.1(g)(i), there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contracts, instruments, commitments or obligations of the Company Mitel or any of its Subsidiaries to issue or sell any shares in the capital of the Company Mitel or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of the Company Mitel or any of its Subsidiaries, and other than the Company Mitel Employee Share Plans, there are no equity or security based compensation arrangements maintained by Mitel. In the Company30 days prior to the date hereof, there have been no authorizations or new issuances under the Mitel Employee Share Plans, other than as disclosed in the Mitel Data Room. No Person is entitled to any pre-emptive or other similar right granted by the Company Mitel or any of its Subsidiaries. The Company Shares are listed on the NYSE and the POMSoX, and are not listed on any other market. (ii) A schedule Mitel has provided to Aastra a schedule, as of the date hereof, aggregating all outstanding grants to holders of Company Mitel Options and Company RSUs and the number, exercise price, vesting schedule (where applicable) and expiration dates of each grant to such holders has been provided in the Company Data Roomholders. All Company Mitel Shares that may be issued pursuant to the exercise of outstanding Company Mitel Options will, when issued in accordance with the terms of the Company Mitel Options be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. (iii) As of the date hereof, there are no outstanding contractual obligations of the Company Mitel or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Mitel Shares or any shares of any of its Subsidiaries. No Subsidiary of the Company Mitel owns any Company Mitel Shares. (iv) No securities commission, stock exchange or similar regulatory authority in Canada or the United States has issued any order which is currently outstanding preventing ceasing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated Mitel or threatened and the Company is not, to its knowledge, in default of any requirement of any Securities Laws, rules or policies applicable to the Company or its securities. No order prohibiting the sale of such securities of the Company has been issued and is outstanding against the Company Mitel or its directors or officers. (v) All outstanding securities of Mitel have been issued in material compliance with all applicable Laws. (vi) There are no bonds, debentures or other evidences of indebtedness of Mitel or its Subsidiaries outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with Mitel Shareholders on any matter.

Capitalization and Listing. (i) The authorized share capital of the Company Xxxxx consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorizedXxxxx Shares. As of at the date of this Agreement, Agreement there are: (A) 49,683,779 Company 42,737,750 Xxxxx Shares validly issued and outstandingoutstanding as fully-paid and non- assessable shares of Xxxxx; and (B) no preferred shares issued or outstanding; (C) 3,025,000 outstanding Company Options options providing for the issuance of 60,000 Company 3,025,000 Xxxxx Shares upon the exercise thereof; and (DC) 22,000,000 outstanding Company RSUs warrants providing for the issuance of 694,799 Company 22,000,000 Xxxxx Shares upon the exercise thereof. The terms of the Company Options (including exercise price) and Company RSUs are disclosed in the Company Data Room. Except for the Company Options and Company RSUs securities referred to in this Section 3.1(g)(i4.1(g)(i) and the Shareholder Rights Planas set out in Schedule G, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contractscommitments, instruments, commitments or obligations of the Company or any of its Subsidiaries Xxxxx to issue or sell any shares of the Company or of any of its Subsidiaries Xxxxx or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of the Company or any of its Subsidiaries, Xxxxx and other than the Company Employee Share Plans, there are no equity or security based compensation arrangements maintained by the Company. No Person is entitled to any pre-emptive or other similar right granted by the Company or any of its SubsidiariesXxxxx. The Company Xxxxx Shares are listed on the NYSE and the POMSoXTSXV, and are not listed or quoted on any market other than the TSXV. The Xxxxx Warrants are not listed or quoted on any market. (ii) A schedule aggregating all outstanding grants to holders of Company Options and Company RSUs and the number, exercise price, vesting schedule (where applicable) and expiration dates of each grant to such holders has been provided in the Company Data Room. All Company Xxxxx Shares that may be issued pursuant to the exercise of outstanding Company Xxxxx Options and Xxxxx Warrants will, when issued in accordance with the terms of such securities, as the Company Options case may be, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. (iii) As of the date hereof, there There are no outstanding contractual obligations of the Company or any of its Subsidiaries Xxxxx to repurchase, redeem or otherwise acquire any Company Shares or any shares of any of its Subsidiaries. No Subsidiary of the Company owns any Company Xxxxx Shares. (iv) No securities commission, stock exchange or similar regulatory authority in Canada or the United States has issued any order which is currently outstanding preventing ceasing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated Xxxxx or threatened and the Company is not, to its knowledge, in default of any requirement of any Securities Laws, rules or policies applicable to the Company or its securities. No order prohibiting the sale of such securities of the Company has been issued and is outstanding against the Company Xxxxx or, its directors, officers or its directors or officerspromoters.

Capitalization and Listing. (i) The authorized share capital of the Company Aastra consists of an unlimited number of common shares Aastra Shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorized. As of the date of this Agreement, Agreement there are: (A) 49,683,779 Company 11,797,114 Aastra Shares validly issued and outstandingoutstanding as fully-paid and non-assessable shares of Aastra; (B) no preferred shares issued or outstanding; (C) 277,966 outstanding Company Aastra Options providing for the issuance of 60,000 Company 470,250 Aastra Shares upon the exercise thereof; and (D) outstanding Company RSUs 45,000 Aastra SARS providing for the issuance of 694,799 Company cash settlement in accordance with Aastra SAR Plan; and (E) 1,608 Aastra DSUs providing for cash settlement in accordance with Aastra DSU Plan. All Aastra Shares issuable upon the exercise thereofof rights under the Aastra Options in accordance with their terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. The material terms of the Company Aastra Options (including exercise price) and Company RSUs are disclosed in the Company Aastra Data Room. Except for the Company Options and Company RSUs Aastra Options, Aastra SARS, Aastra DSUs referred to in this Section 3.1(g)(i) and rights issuable under the Aastra Shareholder Rights Plan, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contracts, instruments, commitments or obligations of the Company Aastra or any of its Subsidiaries to issue or sell any shares in the capital of the Company Aastra or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares in the capital of the Company Aastra or any of its Subsidiaries, and other than the Company Aastra Employee Share Plans, there are no equity or security based compensation arrangements maintained by Aastra. In the Company30 days prior to the date hereof, there have been no authorizations or new issuances under the Aastra Employee Share Plans. No Person is entitled to any pre-emptive or other similar right granted by the Company Aastra or any of its Subsidiaries. The Company Shares are listed on the NYSE and the POMSoX, and are not listed on any other market. (ii) A schedule Aastra has disclosed in the Aastra Data Room a schedule, as of the date hereof, aggregating all outstanding grants to holders of Company Options Aastra Options, Aastra SARs and Company RSUs Aastra DSUs and the number, exercise price, vesting schedule (where applicable) price and expiration dates of each grant to such holders has been provided in the Company Data Room. All Company Shares that may be issued pursuant to the exercise of outstanding Company Options will, when issued in accordance with the terms of the Company Options be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rightsholders. (iii) As of the date hereof, there are no outstanding contractual obligations of the Company Aastra or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Aastra Shares or any shares of any of its Subsidiaries. No Subsidiary of the Company Aastra owns any Company Aastra Shares. (iv) No securities commission, stock exchange or similar regulatory authority in Canada or the United States has issued any order which is currently outstanding preventing ceasing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated Aastra or threatened and the Company is not, to its knowledge, in default of any requirement of any Securities Laws, rules or policies applicable to the Company or its securities. No order prohibiting the sale of such securities of the Company has been issued and is outstanding against the Company Aastra or its directors or officers. (v) All outstanding securities of Aastra have been issued in material compliance with all applicable Laws. (vi) There are no bonds, debentures or other evidences of indebtedness of Aastra or its Subsidiaries outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with Aastra Shareholders on any matter.

Capitalization and Listing. (i) The authorized share capital of the Company Xxxxxx consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series200,000,000 Xxxxxx Shares, of which 1,035,554 series A $0.01 par value per Xxxxxx Share, and 20,000,000 Xxxxxx Preferred Shares of $0.01 par value per Xxxxxx preferred shares have been authorizedShare. As of the date of this Agreementat September 30, 2010 there arewere: (A) 49,683,779 Company 52,883,209 Xxxxxx Shares validly issued and outstanding as fully-paid and non-assessable shares of Xxxxxx; (B) no Xxxxxx Preferred Shares validly issued and outstanding; (B) no preferred shares issued or outstanding; and (C) outstanding Company Options options providing for the issuance of 60,000 Company Shares upon the exercise thereof; and (D) outstanding Company RSUs providing for the issuance of 694,799 Company 710,559 Xxxxxx Shares upon the exercise thereof. The terms of the Company Options (including exercise price) and Company RSUs are disclosed in the Company Data Room. Except for the Company Options and Company RSUs securities referred to in this Section 3.1(g)(i4.1(h)(i), Schedule 4.1(h) of the Xxxxxx Disclosure Letter and for the Shareholder rights issued pursuant to the Xxxxxx Rights PlanAgreement and 201,920 restricted stock units, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contractscommitments, instruments, commitments or obligations of the Company Xxxxxx or any of its Subsidiaries to issue or sell any shares of the Company Xxxxxx or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of the Company Xxxxxx or any of its Subsidiaries, and other than the Company Employee Share Plans, there are no outstanding stock appreciation rights, phantom equity or security similar rights, agreements, arrangements or commitments of Xxxxxx or any of its Subsidiaries based compensation arrangements maintained by upon the Company. No book value, income or any other attribute of Xxxxxx or any of its Subsidiaries, and no Person is entitled to any pre-emptive or other similar right granted by the Company Xxxxxx or any of its Subsidiaries. The Company Xxxxxx Shares are listed on the NYSE and the POMSoXNYSE, and are not listed or quoted on any market other marketthan the NYSE. (ii) A schedule aggregating all outstanding grants to holders of Company Options and Company RSUs and the number, exercise price, vesting schedule (where applicable) and expiration dates of each grant to such holders has been provided in the Company Data Room. All Company Xxxxxx Shares that may be issued pursuant to the exercise of outstanding Company Options Xxxxxx options will, when issued in accordance with the terms of such securities, as the Company Options case may be, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. (iii) As of the date hereof, there There are no outstanding contractual obligations of the Company Xxxxxx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Xxxxxx Shares or any shares of any of its Subsidiaries. No Subsidiary of the Company Xxxxxx owns any Company Xxxxxx Shares. (iv) No securities commission, stock exchange or similar regulatory authority in Canada or the United States has issued any order which is currently outstanding preventing ceasing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened and the Company is not, to its knowledge, in default of any requirement of any Securities Laws, rules or policies applicable to the Company or its securities. No order Xxxxxx nor prohibiting the sale of such securities of the Company has been issued and is outstanding against Xxxxxx or, its directors, officers or promoters. (v) All Consideration Shares and Option Shares will, when issued in accordance with the Company terms of the Arrangement or its directors or officerson exercise of Replacement Options, as the case may be, be duly authorized, validly issued, fully-paid and non-assessable Xxxxxx Shares.

Capitalization and Listing. (i) The authorized information set out in Schedule 3.1(g)(i) of the Absolute Disclosure Letter concerning the authorized, issued and outstanding shares of Absolute is true and complete as at the date hereof. All of the outstanding share capital of Absolute has been duly authorized and validly issued and is fully paid and non-assessable. The Absolute Shares are listed on the Company consists TSX and Nasdaq, and are not and have never been listed or quoted on any market other than the TSX and Nasdaq. (ii) Schedule 3.1(g)(ii) of an unlimited number the Absolute Disclosure Letter sets forth a schedule of common shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorized. As each award under the Absolute Stock Plans as of the date hereof, including, for each award, (i) the holder, (ii) the number of this Agreementshares subject thereto (assuming target and maximum performance, there are: as applicable), (Aiii) 49,683,779 Company Shares validly issued and outstanding; the type of award, (Biv) no preferred shares issued or outstanding; the Absolute Stock Plans pursuant to which such award was granted, (Cv) outstanding Company Options providing for the issuance of 60,000 Company Shares upon the exercise price thereof; , if applicable, and (Dvi) outstanding Company RSUs providing for the issuance vesting schedule, including any terms or conditions that will result in an acceleration of 694,799 Company Shares upon the exercise thereofvesting. The terms Except as set out in Schedule 3.1(g)(ii) of the Company Options (including exercise price) and Company RSUs are disclosed in Absolute Disclosure Letter, as of the Company Data Room. Except for the Company Options and Company RSUs referred to in this Section 3.1(g)(i) and the Shareholder Rights Plandate hereof, there are no optionsissued, outstanding or authorized rights, subscriptions, warrants, conversion privilegesoptions, calls restricted stock, restricted stock units, profits interests, phantom equity interests, equity appreciation rights or other equity-based awards, conversion rights, shareholder rights planscalls, agreements, arrangements, contracts, instrumentspre-emptive, commitments or obligations plans or agreements of the Company any kind outstanding which would entitle any Person to purchase or otherwise acquire (or require Absolute or any of its Subsidiaries to issue issue, qualify or sell register), directly or indirectly, any shares or other securities of Absolute including any securities convertible into or exchangeable or exercisable for shares or other securities of Absolute. (iii) There are no shareholders’ agreements governing the affairs of Absolute or its Subsidiaries or the relationship, rights and duties of its shareholders, nor, to the knowledge of Absolute, are there any voting trusts, pooling arrangements or other similar agreements with respect to the ownership or voting of any shares of the Company Absolute or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the agreements pursuant to which any Person may have any right or obligation to acquire claim in connection with any shares of the Company existing or any of its Subsidiaries, and other than the Company Employee Share Plans, there are no past equity or security based compensation arrangements maintained by the Company. No Person is entitled to any pre-emptive or other similar right granted by the Company interest in Absolute or any of its Subsidiaries. The Company All of the Absolute Shares are listed on the NYSE and the POMSoX, and are not listed on any other market. (ii) A schedule aggregating all outstanding grants to holders of Company Options and Company RSUs and the number, exercise price, vesting schedule (where applicable) and expiration dates of each grant to such holders has been provided in the Company Data Room. All Company Shares that may be issued pursuant to issuable upon the exercise of outstanding Company Options willrights under the Employee Plans governing the Absolute Options, when issued Absolute PSUs and Absolute RSUs have been duly authorized and, upon issuance in accordance with the terms of the Company Options their respective terms, would be duly authorized, validly issued, fully-issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. (iii) As . No Absolute Shares have been issued, and no Absolute Options, Absolute PSUs or Absolute RSUs have been granted in violation of any Law or Order or any pre-emptive or similar rights applicable to them. Other than the date hereofAbsolute Shares, there are no outstanding contractual obligations other authorized classes of the Company or any share capital of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Shares or any shares of any of its Subsidiaries. No Subsidiary of the Company owns any Company SharesAbsolute. (iv) No securities commission, stock exchange or similar regulatory authority in Canada or the United States has issued any order which is currently outstanding preventing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened and the Company is not, to its knowledge, in default of any requirement of any Securities Laws, rules or policies applicable to the Company or its securities. No order prohibiting the sale of securities of the Company has been issued and is outstanding against the Company or its directors or officers.

Capitalization and Listing. (i) The authorized share capital of the Company Metanor consists of an unlimited number of common shares Metanor Shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorized. As of at the date of this Agreement, Agreement there are: (A) 49,683,779 Company 101,947,229 Metanor Shares validly issued and outstandingoutstanding as fully-paid and non-assessable shares of Metanor; (B) no preferred shares issued or outstanding; (C) outstanding Company Metanor Options providing for the issuance of 60,000 Company 3,154,000 Metanor Shares upon the exercise thereof; and (Dc) outstanding Company RSUs Metanor Warrants providing for the issuance of 694,799 Company 26,035,152 Metanor Shares upon the exercise thereof; and (d) no preferred shares are oustanding. The terms of the Company Metanor Options and Metanor Warrants (including exercise price) and Company RSUs are disclosed in Schedule 4.1(g) to the Company Data RoomMetanor Disclosure Letter. Except for as disclosed in Schedule 4.1(g) to the Company Options and Company RSUs referred to in this Section 3.1(g)(iMetanor Disclosure Letter (x) and the Shareholder Rights Plan, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contractscommitments, instruments, commitments or obligations of the Company or any of its Subsidiaries Metanor to issue or sell any shares of the Company or of any of its Subsidiaries Metanor or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of the Company or any of its SubsidiariesMetanor, and other than the Company Employee Share Plans, there are (y) no equity or security based compensation arrangements maintained by the Company. No Person is entitled to any pre-emptive or other similar right granted by the Company or any of its SubsidiariesMetanor. The Company Metanor Shares are listed on the NYSE and the POMSoXTSXV, and are not listed or quoted on any market other marketthan the TSXV. (ii) A schedule aggregating Schedule 4.1(g) to the Metanor Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding grants to holders of Company Metanor Options and Company RSUs Metanor Warrants and the number, exercise price, vesting schedule (where applicable) prices and expiration dates of each grant to such holders has been provided in the Company Data Roomholders. All Company Metanor Shares that may be issued pursuant to the exercise of outstanding Company Metanor Options and Metanor Warrants will, when issued in accordance with the terms of Metanor Options and Metanor Warrants, as the Company Options case may be, be duly authorized, validly issued, fully-fully- paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. (iii) As of the date hereof, there There are no outstanding contractual obligations of the Company or any of its Subsidiaries Metanor to repurchase, redeem or otherwise acquire any Company Shares or any shares of any of its Subsidiaries. No Subsidiary of the Company owns any Company Metanor Shares. (iv) No securities commission, stock exchange or similar regulatory authority in Canada or the United States has issued any order which is currently outstanding preventing ceasing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened and the Company is not, to its knowledge, in default of any requirement of any Securities Laws, rules or policies applicable to the Company or its securities. No order Metanor nor prohibiting the sale of such securities of the Company has been issued and is outstanding against the Company Metanor or its directors directors, officers or officerspromoters.