Common use of Other Securities Clause in Contracts

Other Securities. Except as otherwise set forth in Section 3.2(c) or Section 3.2(e) of the Company Disclosure Letter, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or its Subsidiary is a party or by which any of them is bound obligating the Company or its Subsidiary to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capital, Voting Debt or other voting or non-voting securities of the Company or its Subsidiary, or obligating the Company or its Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding Company Ordinary Shares, Company Options, and all outstanding shares of the Subsidiary of the Company have been issued, granted or repurchased in compliance with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiary. Except for Company Options, there are no outstanding Contracts of the Company or its Subsidiary to (x) repurchase, redeem or otherwise acquire any shares of, or other equity or voting interests in, the Company or its Subsidiary or (y) dispose of any shares of, or other equity or voting interests in, its Subsidiary. The Company is not a party to any voting agreement with respect to shares of, or other equity or voting interests in, the Company or its Subsidiary and, to the knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of, or other equity or voting interests in, the Company or its Subsidiary.

Other Securities. Except as otherwise set forth in Section 3.2(b), Section 3.2(c) or Section 3.2(e) of the Company Disclosure Letter, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalCompany Stock, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding shares of Company Ordinary SharesStock, Company Options, Company Warrants and all outstanding shares of the capital stock of each Subsidiary of the Company have been issued, granted or repurchased in compliance with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or any of its SubsidiarySubsidiaries. Except for shares of Company OptionsUnvested Common Stock, there are no outstanding Contracts of the Company or any of its Subsidiary Subsidiaries to (x) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (y) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries and, to the knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySubsidiaries.

Other Securities. Except as otherwise set forth in Section 3.2(c) this Agreement, the Parent Rights Plan or Section 3.2(e3.2(d) of the Company Parent Disclosure Letter, as of the date hereof, there are no securities, options, warrants, calls, rights, contractsContracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company Parent or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company Parent or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt or other voting or non-voting securities of the Company Parent or any of its SubsidiarySubsidiaries, or obligating the Company Parent or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, Contract, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding Company Ordinary Sharesshares of Parent Common Stock, Company all outstanding Parent Options, and all outstanding shares of the capital stock of each Subsidiary of the Company Parent have been issued, issued and granted or repurchased in compliance in all material respects with (i) all applicable securities laws and all other applicable Legal Requirements, Requirements and (ii) all requirements set forth in applicable Contracts of the Company or its SubsidiaryContracts. Except for Company Options, there are no outstanding Contracts of the Company or its Subsidiary to (x) repurchase, redeem or otherwise acquire any shares of, or other equity or voting interests in, the Company or its Subsidiary or (y) dispose of any shares of, or other equity or voting interests in, its Subsidiary. The Company Parent is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, Parent or any of its Subsidiaries with respect to this Agreement or the transactions contemplated hereby (including the Parent Merger and the Company or its Subsidiary Merger and, to the knowledge Knowledge of the CompanyParent, other than the Parent Voting Agreements and the irrevocable proxies granted pursuant to the Parent Voting Agreements, there are no irrevocable proxies and no voting agreements, agreements or voting trusts, rights plans, anti-takeover plans or registration rights agreements trusts with respect to any shares of the capital stock of, or other equity or voting interests in, Parent or any of its Subsidiaries, in each case with respect to this Agreement or the transactions contemplated hereby (including the Parent Merger and the Company or its SubsidiaryMerger).

Other Securities. Except as otherwise set forth in Section 3.2(c2.2(b)(i) above or Section 2.2(b)(i) or Section 3.2(e2.2(d) of the Company Disclosure Letter, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding Company Ordinary Shares, Company Options, and all outstanding shares of the Subsidiary of the Company have been issued, granted or repurchased in compliance with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiary. Except for Company Options, there There are no outstanding Contracts of or Company Employee Plans to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company is not a party to any voting agreement agreement, other than the Voting Agreements, with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries and, to the knowledge Knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySubsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, directive, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. Except as otherwise set forth in this Section 3.2(c) or Section 3.2(e) of the Company Disclosure Letter3.2, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt, other voting securities or any securities convertible into or exchangeable or exercisable for shares of capital stock, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, binding understanding, obligation or undertaking. All outstanding Company Ordinary Sharesshares of Common Stock, all outstanding Company Options, and all outstanding shares of the capital stock of each Subsidiary of the Company have been issued, issued and granted or repurchased in compliance in all material respects with (i) all applicable securities laws and all other material applicable Legal Requirements, Requirements and (ii) all requirements set forth in applicable Contracts material Contracts. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign (including, without limitation, Taiwanese) or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the Company or its Subsidiaryauthority of any Governmental Entity (as defined in Section 3.3(c) hereof). Except for Company Options, there There are no outstanding Contracts of or Company Employee Plans to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of Subsidiaries to (x) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary or (y) dispose of any shares of, or other equity or voting interests in, its SubsidiarySubsidiaries. The Company is not a party to any voting agreement with respect to shares of, or other equity or voting interests in, Other than the Company or its Subsidiary and, to the knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are the Company is not a party to, and otherwise has no knowledge of, any irrevocable proxies and no or voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySubsidiaries.

Other Securities. Except (1) as described in this Section 3.2 and (2) as otherwise set forth in Section 3.2(c3.2(b) or Section 3.2(e3.2(d) of the Company Disclosure Letter, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding Company Ordinary Shares, Company Options, and all outstanding shares of the Subsidiary of the Company have been issued, granted or repurchased in compliance with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiary. Except for Company Options, there There are no outstanding Contracts of the Company or any of its Subsidiary Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries, except for repurchases from Employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries and, to the knowledge Knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySubsidiaries.

Other Securities. Except as otherwise set forth in this Section 3.2(c) 2.2 or in Section 3.2(e) 2.2 of the Company Disclosure Letter, as of the date hereofAugust 4, 2006, there are no securities, options, warrants, calls, rights, contractsContracts, commitments, agreements, instruments, arrangements, understandings, obligations arrangements or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, or otherwise granting the Company or any of its Subsidiaries the right to have a third party issue, deliver or sell to the Company or any of its Subsidiaries, additional shares of its share capitalcapital stock, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentContract, agreement, instrument, arrangement, understanding, obligation arrangement or undertaking. All outstanding shares of Company Ordinary SharesCommon Stock, all outstanding Company Options, and all outstanding shares of the capital stock of each Subsidiary of the Company have been issued, issued and granted or repurchased in compliance in all material respects with (i) all applicable securities laws and all other applicable Legal Requirements, Requirements and (ii) all requirements set forth in applicable Contracts of the Company or its SubsidiaryContracts. Except for shares of Company OptionsRestricted Stock, there are no not any outstanding Contracts of the Company or any of its Subsidiary Subsidiaries to (xA) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yB) dispose of any shares of, or other equity or voting interests in, its Subsidiary. The Company is not a party to any voting agreement with respect to shares of, or other equity or voting interests in, the Company or its Subsidiary and, to the knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of, or other equity or voting interests in, the Company or its Subsidiary.capital stock

Other Securities. Except as otherwise set forth in Section 3.2(c4.2(b) or Section 3.2(e4.2(d) of the Company Disclosure Letter, as of the date hereofSchedule, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, Table of Contents instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating (or purporting to obligate) the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding Company Ordinary Shares, Company Options, and all outstanding shares of the Subsidiary of the Company have been issued, granted or repurchased in compliance with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiary. Except for Company Options, there There are no outstanding Contracts of to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary and, to the knowledge of the Company, other than the Voting Agreements Subsidiaries and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySubsidiaries to which the Company or any of its Subsidiaries is a party or by which any of them are bound. To the Company’s Knowledge, other than the Tender and Support Agreement and the irrevocable proxies granted pursuant to the Tender and Support Agreement, there are no irrevocable proxies and no voting agreements or voting trusts with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party or by which any of them are bound.

Other Securities. Except as otherwise set forth in Section 3.2(c2.2(b), Section 2.2(c) or Section 3.2(e2.2(d) of the Company Disclosure LetterSchedule, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating (or purporting to obligate) the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding Company Ordinary Shares, Company Options, and all outstanding shares of the Subsidiary of the Company have been issued, granted or repurchased in compliance with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiary. Except for Company Options, there There are no outstanding Contracts of to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries and, to the knowledge of the Company’s Knowledge, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySignificant Subsidiaries to which the Company or any of its Subsidiaries is a party or by which any of them are bound.

Other Securities. Except as otherwise set forth above in this Section 3.2(c) or Section 3.2(e) of the Company Disclosure Letter2.2, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which VGX or any of its Subsidiaries other than VGX International, Inc. ("VGXI"), or to the Company or its Subsidiary Knowledge of VGX, to which VGXI, is a party or by which any of them is bound obligating the Company VGX or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capital, Voting Debt capital stock or other voting or non-voting securities of the Company VGX or any of its SubsidiarySubsidiaries, or obligating the Company VGX or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding Company Ordinary Sharesshares of VGX Common Stock, Company all outstanding VGX Options, outstanding VGX Warrants and the outstanding VGX Convertible Debt, and all outstanding shares of the capital stock of each Subsidiary of VGX other than VGXI, and to the Company Knowledge of VGX, of VGXI, have been issued, issued and granted or repurchased in compliance in all material respects with (i) all applicable corporate and securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiarymaterial Contracts. Except for Company Options, there There are no not any outstanding Contracts of VGX or any of its Subsidiaries other than VGXI, or to the Company or its Subsidiary Knowledge of VGX, of VGXI, to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company VGX or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company VGX is not a party to any voting agreement with respect to shares of the VGX Capital Stock of, or other equity or voting interests in, the Company VGX or any of its Subsidiary Subsidiaries and, to the knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, VGX or any of its Subsidiaries other than VGXI, or to the Company Knowledge of VGX, of or its Subsidiaryin VGXI.

Other Securities. Except as otherwise set forth in Section 3.2(c2.2(b) or Section 3.2(e) of the Company Disclosure Letter2.2(c), as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating (or purporting to obligate) the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt other voting securities or any securities convertible into shares of capital stock, or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding Company Ordinary Shares, Company Options, and all outstanding shares of the Subsidiary of the Company have been issued, granted or repurchased in compliance with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiary. Except for Company Options, there There are no outstanding Contracts of to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary and, Subsidiaries and to the knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements’s Knowledge, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySignificant Subsidiaries to which the Company or any of its Subsidiaries is a party or by which any of them are bound.

Other Securities. As of the date hereof, the Company has no other Subsidiaries and owns no equity in any other entity. None of SCHS, PM or CLSC owns any equity in any entity as of the date hereof. Except as otherwise set forth in this Section 3.2(c) or Section 3.2(e) of the Company Disclosure Letter, as of the date hereof3.2, there are no authorized or outstanding shares of preferred stock and no securities, options, warrants, calls, rights, contractsContracts, commitments, agreements, instruments, arrangements, understandings, obligations arrangements or undertakings of any kind to which the Company or its Subsidiary any Sino-Canada Entity is a party or by which any of them is bound obligating the Company or its Subsidiary any Sino-Canada Entity to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, or otherwise granting any Sino-Canada Entity the right to have a third party issue, deliver or sell to any Sino-Canada Entity, additional shares of its share capitalcapital stock, Voting Debt or other voting or non-voting securities of the Company or its Subsidiaryany Sino-Canada Entity, or obligating the Company or its Subsidiary any Sino-Canada Entity to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentContract, agreement, instrument, arrangement, understanding, obligation arrangement or undertaking. All outstanding Company Ordinary Shares, Company Options, and all outstanding shares of the Subsidiary capital stock of the Company each Sino-Canada Entity have been issued, issued and granted or repurchased in compliance in all material respects with (i) all applicable securities laws Laws and all other applicable Legal Requirements, Laws and (ii) all requirements set forth in applicable Contracts of with respect to such shares to which the Company or its Subsidiaryis a party. Except for Company Options, there There are no outstanding Contracts of the Company or its Subsidiary to which any Sino-Canada Entity is a party to (xA) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or its Subsidiary any Sino-Canada Entity or (yB) dispose of any shares of the capital stock of, or other equity or voting interests in, its Subsidiaryany Sino-Canada Entity. The Company No Sino-Canada Entity is not a party to to, nor are there, any voting agreement agreements, irrevocable proxies, voting trusts, registration rights agreements or other voting arrangements with respect to shares of the capital stock of, or other equity or voting interests in, the Company or its Subsidiary andany Sino-Canada Entity. For purposes of this Agreement, to the knowledge of the Company“Laws” shall mean any federal, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreementsstate, there are no irrevocable proxies and no voting agreementsprovincial, voting trustslocal, rights plansmunicipal, anti-takeover plans or registration rights agreements with respect to any shares of, foreign or other equity law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or voting interests inrequirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the Company or its Subsidiaryauthority of any Governmental Entity.

Other Securities. Except as otherwise set forth in this Section 3.2(c) 2.2 or in Section 3.2(e2.2(c) of the Company Disclosure Letter, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt voting debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding shares of Company Ordinary SharesCommon Stock, all outstanding Company Options, and all outstanding shares of the capital stock of each Subsidiary of the Company have been issued, issued and granted or repurchased in compliance in all material respects with (i) all applicable securities laws and all other applicable Legal Requirements, and Requirements (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiaryas defined below). Except for Company Options, there There are no not any outstanding Contracts of the Company or any of its Subsidiary Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries and, to the knowledge Knowledge (as defined in Section 9.2(b)) of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySubsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. Except as otherwise set forth in this Section 3.2(c2.2 or in Sections 2.2(a) or Section 3.2(eand 2.2(b) of the Company Disclosure Letter, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandingsContracts, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, sell or cause to be issued, delivered or sold, sold additional shares of its share capitalcapital stock, Voting Debt voting debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understandingContract, obligation or undertaking. All outstanding Company Ordinary Sharesshares of Common Stock, all outstanding Company Options, and all outstanding shares of the capital stock of each Subsidiary of the Company have been issued, issued and granted or repurchased in compliance in all material respects with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiary. Except for Company Options, there There are no not any outstanding Contracts of the Company or any of its Subsidiary Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries and, to the knowledge Knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySubsidiaries.

Other Securities. Except as otherwise set forth in Section 3.2(cSECTION 2.2(b) or Section 3.2(eSECTION 2.2(d) of the Company Disclosure Letter, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating (or purporting to obligate) the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertakingundertaking of any kind. All outstanding Company Ordinary Shares, Company Options, and all outstanding shares of the Subsidiary of the Company have been issued, granted or repurchased in compliance with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiary. Except for Company Options, there There are no outstanding Contracts of to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating (or purporting to obligate) the Company or any of its Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Except for the Voting Agreements, the Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries and, to the knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySubsidiaries to which the Company or any of its Subsidiaries is a party or by which any of them are bound. There are no outstanding contractual commitments of the Company or any of its Subsidiaries that obligate the Company or its Subsidiaries to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. For purposes of this Agreement, "LEGAL REQUIREMENTS" shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, directive, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. Except as otherwise set forth in Section 3.2(c) or Section 3.2(e2.2(d) of the Company Disclosure Letter, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, contract, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding shares of Company Ordinary SharesCommon Stock, all outstanding Company Options, and all outstanding shares of the capital stock of each Subsidiary of the Company have been issued, issued and granted or repurchased in compliance in all material respects with (i) all applicable securities laws and all other applicable Legal Requirements, Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiarymaterial Contracts. Except for shares of Company OptionsRestricted Stock, there are no not any outstanding Contracts of the Company or any of its Subsidiary Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Except as otherwise set forth in Section 2.2(d) of the Company Disclosure Letter, the Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries and, to the knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySubsidiaries. For purposes of this Agreement, "CONTRACT" shall mean any written, oral or other agreement, contract, subcontract, settlement agreement, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect. For purposes of this Agreement, "LEGAL REQUIREMENTS" shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. Except as otherwise set forth in this Section 3.2(c) or Section 3.2(e) of the Company Disclosure Letter2.2, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt voting debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding shares of Company Ordinary SharesCommon Stock, all outstanding Company Options, and all outstanding shares of the capital stock of each Subsidiary of the Company have been issued, issued and granted or repurchased in compliance in all material respects with (i) all applicable securities laws and all other applicable Legal Requirements, and Requirements (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiaryas defined below). Except for Company Options, there There are no not any outstanding Contracts of the Company or any of its Subsidiary Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries and, to the knowledge Knowledge (as defined in Section 9.2(b)) of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySubsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, treaties, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. Except as otherwise set forth above in this Section 3.2(c) or Section 3.2(e) of the Company Disclosure Letter2.2, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which VGX or any of its Subsidiaries other than VGX International, Inc. (“VGXI”), or to the Company or its Subsidiary Knowledge of VGX, to which VGXI, is a party or by which any of them is bound obligating the Company VGX or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capital, Voting Debt capital stock or other voting or non-voting securities of the Company VGX or any of its SubsidiarySubsidiaries, or obligating the Company VGX or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding Company Ordinary Sharesshares of VGX Common Stock, Company all outstanding VGX Options, outstanding VGX Warrants, outstanding VGX Debt, outstanding VGX Convertible Debt and all outstanding shares of the capital stock of each Subsidiary of VGX other than VGXI, and to the Company Knowledge of VGX, of VGXI, have been issued, issued and granted or repurchased in compliance in all material respects with (i) all applicable corporate and securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiarymaterial Contracts. Except for Company Options, there There are no not any outstanding Contracts of VGX or any of its Subsidiaries other than VGXI, or to the Company or its Subsidiary Knowledge of VGX, of VGXI, to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company VGX or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company VGX is not a party to any voting agreement with respect to shares of the VGX Capital Stock of, or other equity or voting interests in, the Company VGX or any of its Subsidiary Subsidiaries and, to the knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, VGX or any of its Subsidiaries other than VGXI, or to the Company Knowledge of VGX, of or its Subsidiaryin VGXI.

Other Securities. Except as otherwise set forth in Section 3.2(c2.2(c) or Section 3.2(e2.2(e) of the Company Disclosure LetterSchedule, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating (or purporting to obligate) the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding Company Ordinary Shares, Company Options, and all outstanding shares of the Subsidiary of the Company have been issued, granted or repurchased in compliance with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiary. Except for Company Options, there There are no outstanding Contracts of to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries and, to the knowledge of the Company’s Knowledge, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySignificant Subsidiaries to which the Company or any of its Subsidiaries is a party or by which any of them are bound. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, directive, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. Except as otherwise set forth in Section 3.2(c2.2(b) or Section 3.2(e2.2(d) of the Company Disclosure Letter, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertakingundertaking of any kind. All outstanding Company Ordinary Shares, Company Options, and all outstanding shares of the Subsidiary of the Company have been issued, granted or repurchased in compliance with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable There are no Contracts of to which the Company or any of its Subsidiary. Except for Company Options, there are no outstanding Contracts Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiary Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary and, to the knowledge of the Company, other than the Voting Agreements Subsidiaries and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySubsidiaries to which the Company or any of its Subsidiaries is a party or by which any of them are bound. There are no outstanding contractual commitments of the Company or any of its Subsidiaries that obligate the Company or its Subsidiaries to make a capital contribution in any other Person. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, directive, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. Except as otherwise set forth in Section 3.2(c) or Section 3.2(e) of the Company Disclosure Letter, as As of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating (or purporting to obligate) the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking, other than Company Options and Company RSUs disclosed pursuant to Section 2.2(b). All outstanding Company Ordinary Shares, Company Options, and all outstanding shares of the Subsidiary of the Company have been issued, granted or repurchased in compliance with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiary. Except for Company Options, there There are no outstanding Contracts of to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Except as otherwise set forth in Section 2.2(d) of the Company Disclosure Schedule, the Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries and, to the knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements’s Knowledge, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans trusts or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySignificant Subsidiaries to which the Company or any of its Subsidiaries is a party or by which any of them are bound.

Other Securities. Except as otherwise set forth in this Section 3.2(c) or Section 3.2(e) of the Company Disclosure Letter3.2, as of the date hereof, hereof there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or its Subsidiary subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiary subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt voting debt or other voting or non-voting securities of the Company or its Subsidiarysubsidiaries, or obligating the Company or its Subsidiary subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding shares of Company Ordinary SharesCommon Stock, all outstanding Company Options, and all outstanding shares of capital stock of the Subsidiary of the Company have been issued, issued and granted or repurchased in compliance in all material respects with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiary. Except for Company Options, there There are no not any outstanding Contracts of the Company or any of its Subsidiary subsidiaries that require the Company or its subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or its of the Subsidiary or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, its the Subsidiary. The Neither the Company nor the Subsidiary is not a party to any voting agreement agreement, irrevocable proxy, voting trust, rights plan or anti-takeover plan with respect to shares of the capital stock of, or other equity or voting interests in, the Company or its the Subsidiary and, to the knowledge Knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, irrevocable proxies, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements among any holders of its securities, with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or the Subsidiary. There is no Contract or other agreement between the Company and any holder of its Subsidiarysecurities, or, to the Knowledge of the Company, among any holders of its securities, relating to the sale or transfer (including agreements relating to rights of first refusal, co sale rights or “drag along” rights) or registration under the Securities Act of 1933, as amended, of the Company Capital Stock.

Other Securities. Except as otherwise set forth in Section 3.2(b), Section 3.2(c) or Section 3.2(e3.2(d) of the Company Disclosure LetterSchedule, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating (or purporting to obligate) the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding Company Ordinary Shares, Company Options, and all outstanding shares of the Subsidiary of the Company have been issued, granted or repurchased in compliance with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiary. Except for Company Options, there There are no outstanding Contracts of to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating (or purporting to obligate) the Company or any of its Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries and, to the knowledge of the Company's Knowledge, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting AgreementsAgreement, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySubsidiaries to which the Company or any of its Subsidiaries is a party or by which any of them are bound.

Other Securities. Except as otherwise set forth in Section 3.2(c) or Section 3.2(e) of the Company Disclosure Letter, as As of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding shares of Company Ordinary SharesCommon Stock, Company Options, Options and all outstanding shares of the capital stock of each Subsidiary of the Company have been issued, granted or repurchased in compliance with (i) all applicable securities laws and all other applicable Legal Requirements, Requirements and (ii) all requirements set forth in applicable Contracts of the Company or its SubsidiaryContracts. Except for Company Options, there There are no outstanding Contracts of the Company or any of its Subsidiary Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries, and, to the knowledge Knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreementsagreements or voting trusts with respect to any shares of the capital stock of, or other equity or voting trustsinterests in, the Company or any of its Subsidiaries. There are no rights plans, anti-takeover plans or registration rights agreements with respect to any shares of capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySubsidiaries. For purposes of this Agreement, "Legal Requirements" shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity. For purposes of this Agreement, "Contract" shall mean any written, oral or other agreement, contract, subcontract, settlement agreement, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect.

Other Securities. Except as otherwise set forth described in this Section 3.2 or in Section 3.2(c) or Section 3.2(e) of the Company Disclosure Letter, as of the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. All outstanding Company Ordinary Shares, Company Options, and all outstanding shares of the Subsidiary of the Company have been issued, granted or repurchased in compliance with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiary. Except for Company Options, there There are no outstanding Contracts of the Company or any of its Subsidiary Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries and, to the knowledge Knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySubsidiaries.

Other Securities. Section 3.2(b) of the Disclosure Letter sets forth the Execution Date Spreadsheet. Except as otherwise set forth in Section 3.2(c3.2(a) or Section 3.2(eabove and Sections 3.1(c) and 3.2(b) of the Company Disclosure Letter, as of the date hereof, there are no (i) outstanding shares of capital stock of, or other equity or voting interest in, either the Company or any of its Subsidiaries, (ii) securities, convertible or exchangeable securities, rights, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiary Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its share capitalcapital stock, Voting Debt voting debt or other voting or non-voting securities of the Company or any of its SubsidiarySubsidiaries, or obligating the Company or any of its Subsidiary Subsidiaries to issue, grant, extend or enter into any such security, exchangeable or convertible security, right, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking, or (iii) other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any securities of the Company or any of its Subsidiaries or dividends paid thereon, or revenues, earnings or financial performance or any other attribute of the Company or any of its Subsidiaries. All outstanding shares of Company Ordinary SharesCapital Stock, all outstanding Company OptionsOptions and Company Warrants, and all outstanding shares securities of the any Subsidiary of the Company Company, have been issued, issued and granted or repurchased in compliance in all material respects with (i) all applicable securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts of the Company or its Subsidiary. Except for Company Options, there There are no not any outstanding Contracts of the Company or any of its Subsidiary Subsidiaries that require the Company or its Subsidiaries to (xi) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries or (yii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiarySubsidiaries. The Neither the Company is not nor any of its Subsidiaries are a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiary Subsidiaries and, to the knowledge Knowledge of the Company, other than the Voting Agreements and the irrevocable proxies granted pursuant to the Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration other stockholder agreements that contains restrictions, limitations or requirements on, or otherwise relate to, the voting, redemption, sale, issuance, transfer, registration, preemptive or anti-dilutive rights agreements or other disposition, with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiarySubsidiaries.