plan of arrangement, common shareholders of
Aastra will receive 3.6 common shares of Mitel and $6.52 in cash for each Aastra
common share held;
D. The parties hereto have entered into this Agreement to provide for the
matters referred to in the foregoing recitals and for other matters related to
the transaction herein provided for;
THEREFORE, the Parties agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions
Whenever used in this Agreement, the following words and terms have the meanings
set out below:
"Aastra 2006 Option Plan" means the stock option plan of Aastra adopted by the
Aastra shareholders on May 23, 2006, as amended;
"Aastra Balance Sheet" has the meaning ascribed thereto in Section 3.1(m);
"Aastra Benefit Plans" means any pension or retirement income plans or other
employee compensation arrangement (other than equity- or security-based
compensation arrangements), or benefit plans, agreements, policies, programs,
arrangements or practices, whether written or oral, which are maintained by or
binding upon Aastra or any of its Subsidiaries for which Aastra or its
Subsidiaries could have any liability or contingent liability, or pursuant to
which payments are
made, or benefits are provided to, or an entitlement to payments or benefits may
arise with respect to any of its employees or former employees, directors or
officers, individuals working on contract with Aastra or other individuals
providing services to Aastra of a kind normally provided by employees (or any
spouses, dependants, survivors or beneficiaries of any such persons), excluding
Statutory Plans;
"Aastra Board" means the board of directors of Aastra as the same is constituted
from time to time;
"Aastra Change in Recommendation" has the meaning ascribed thereto in Section
7.2(a)(iii)(A);
"Aastra Circular" means the notice of the Aastra Meeting and accompanying
management information circular, including all schedules, appendices and
exhibits thereto and enclosures therewith, to be sent to the Aastra Shareholders
in connection with the Aastra Meeting, as amended, supplemented or otherwise
modified from time to time;
"Aastra Data Room" means the secure website at as of 12:00 p.m.
(Toronto time) on November 10, 2013;
"Aastra DSU Plan" means the deferred share unit plan for independent directors
and senior officers of Aastra dated July 17, 2012;
"Aastra DSUs" means deferred share units issued under the Aastra DSU Plan;
"Aastra Employee Share Plans" means the Aastra 2006 Option Plan, Aastra DSU Plan
and Aastra SAR Plan;
"Aastra Expense Fee" has the meaning ascribed thereto in Section 7.3(b)(iv);
"Aastra Expense Fee Event" has the meaning ascribed thereto in Section 7.3(d);
"Aastra Information Technology" means computer programs (including source code,
object code and data) and related documentation and materials in each case as
are necessary for operating the relevant party's business and other information
technology systems owned, leased or held for use in or relating to the business
of Aastra or any of its Subsidiaries;
"Aastra Intellectual Property" means all Intellectual Property Rights that are
used or held for use by Aastra or any of its Subsidiaries;
"Aastra Licensed Intellectual Property" means all Aastra Intellectual Property
which