Common use of Capital Structure of Parent Clause in Contracts

Capital Structure of Parent. As of the date hereof, the authorized capital stock of Parent consists of 500,000,000 shares of Parent Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of the close of business on November 1, 2013 (the “Parent Capitalization Date”), (i) 31,597,907 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii) no shares of Parent Common Stock were held by Parent in its treasury, (iv) no shares of Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Plan. All outstanding shares of Parent Common Stock are, and all such shares which may be issued prior to the Effective Time or pursuant to the Merger in accordance with the terms of this Agreement will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the Parent Capitalization Date, (i) there were no shares of capital stock of, or other equity or voting interests in, Parent issued, reserved for issuance or outstanding and (ii) there were no options, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity rights, stock-based performance units, commitments, Contracts or undertakings of any kind to which Parent or any Parent Subsidiary was a party or by which any of their respective properties or assets was bound (A) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, right, warrant, security, commitment, Contract, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securities. There are not any outstanding Contracts of any kind that obligate Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any Parent Securities.

Capital Structure of Parent. As of the date hereofof this Agreement, the authorized capital stock of Parent consists of 500,000,000 120,000,000 shares of Parent Common Stock and 50,000,000 5,000,000 shares of preferred stock, par value $0.01 1.00 per share (the “Parent Preferred Stock”). As of At the close of business on November 1February 23, 2013 (the “Parent Capitalization Date”)2005, (i) 31,597,907 48,869,174 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding. Parent has no shares of Parent Common Stock or Parent Preferred Stock reserved for issuance, except that, at the close of business on February 23, 2005, (iiiA) no 1,489,257 shares of Parent Common Stock were reserved for issuance by Parent pursuant to options or stock awards granted under Parent’s stock plans (the “Parent Stock Plans”), (B) 3,139,944 shares of Parent Common Stock were reserved for issuance by Parent pursuant to options or stock awards not yet granted under Parent’s stock plans and (C) 2,053,223 shares of Parent Common Stock were held by Parent in its treasury. Parent has no outstanding SARS. Except for the issuance of shares pursuant to options outstanding on February 23, 2005, between February 23, 2005 and the date of this Agreement, Parent has not (ivi) no shares of Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 issued any shares of Parent Common Stock, options to purchase Parent Common Stock were or other capital stock or voting or equity securities of Parent or (ii) changed the authorized capital of Parent. Except as set forth above, no shares of capital stock or other equity or voting securities of Parent are reserved and available for issuance pursuant to or are outstanding. The Parent Common Stock is listed on the Parent Stock PlanNasdaq National Market. All of the outstanding shares of Parent Common Stock have been duly authorized and are, and all shares of Parent Common Stock issuable upon the exercise of such shares which may be issued prior to the Effective Time options or pursuant to the Merger in accordance with the terms of this Agreement stock awards will be when issued thereunder, validly issued, fully paid and nonassessable and are not subject to any preemptive rights. Each of the outstanding shares of capital stock or other securities or ownership interests of each of Parent’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable nonassessable and owned of record and beneficially by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any Lien and such shares of capital stock or other securities were not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There are no bonds, debentures, notes rights or other indebtedness preferential rights of subscription or purchase of any Person other than those that have been waived or otherwise cured or satisfied. Except for Parent’s Subsidiaries, Parent having the right to vote (does not own, directly or convertible intoindirectly, any capital stock, equity interest or exchangeable forother ownership interest in any corporation, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”)partnership, association, joint venture, limited liability company or other entity. Except as set forth above, as of the Parent Capitalization Date, (i) there were are no shares of capital stock of, preemptive or other equity or voting interests inoutstanding rights, Parent issued, reserved for issuance or outstanding and (ii) there were no options, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity conversion rights, stock-based performance unitsstock appreciation rights, commitmentsredemption rights, Contracts repurchase rights, agreements, arrangements, calls, commitments or undertakings rights of any kind to which Parent that obligate the Company or any Parent Subsidiary was a party or by which any of their respective properties or assets was bound (A) obligating Parent or any Parent Subsidiary its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock ofor other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or other equity giving any Person a right to subscribe for or voting interests inacquire, any securities of the Company or any security of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, right, warrant, security, commitment, Contract, arrangement or undertaking or (C) that give any Person securities having the right to receive vote) with the stockholders of Parent on any economic benefit matter (“Parent Voting Debt”). Neither Parent nor any of its Subsidiaries is a party to any stockholder agreement, voting trust or right similar other agreement with respect to or derived from the economic benefits and rights accruing to holders voting of shares of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securities. There are not any outstanding Contracts of any kind that obligate Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any Parent SecuritiesStock.

Capital Structure of Parent. As of (i) On the date hereof, the authorized capital stock of Parent consists of 500,000,000 shares an unlimited number of common shares, no par value (the "Parent Common Stock and 50,000,000 shares Stock"), an unlimited number of preferred stockClass A Preferred Shares, no par value $0.01 per share (the “"Parent Preferred Stock”") and an unlimited number of Series A Convertible Preferred Shares, no par value (the "Parent Convertible Preferred Stock"). As of At the close of business on November 1January 31, 2013 (the “Parent Capitalization Date”)2008, (i) 31,597,907 52,519,744 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, ; and (iii) no shares of Parent Common Convertible Preferred Stock were held by Parent in its treasuryissued and outstanding. As of January 31, (iv) 2008, no shares of Parent Common Stock, Parent Preferred Stock or Parent Convertible Preferred Stock were held by Parent in its treasury and (v) 2,527,833 reserved for issuance, except for an aggregate of 5,380,447 shares of Parent Common Stock were reserved and available for issuance upon the exercise of Parent Stock Options pursuant to the Parent Stock Plan. All outstanding Plans and 24,337,501 shares of Parent Common Stock arereserved for issuance upon the exercise or conversion of Parent Warrants. Section 3.01(c) of the Parent Disclosure Schedules sets forth a true and correct capitalization table of Parent as of the date hereof. Except as otherwise specified in this Section 3.01(c), and all none of Parent, its Subsidiaries or Merger Sub has or is bound by any outstanding subscriptions, options, warrants, calls, convertible securities, convertible notes, convertible debentures, preemptive rights, redemption rights, stock appreciation rights, stock-based performance units or other similar rights, agreements or commitments of any character relating to the purchase or issuance of any shares of the capital stock or other equity securities of Parent, any of its Subsidiaries or Merger Sub or any securities representing the right to purchase or otherwise receive any shares of the capital stock of Parent, its Subsidiaries or Merger Sub (including any rights plan or agreement) or equity-based awards, nor is there any other agreement to which Parent, its Subsidiaries or Merger Sub is a party obligating any of them to (A) issue, transfer or sell any shares of capital stock or other equity interests of Parent, its Subsidiaries or Merger Sub or securities convertible into or exchangeable or exercisable for such shares which may be issued prior to the Effective Time or pursuant to the Merger in accordance with the terms of this Agreement will be when issuedequity interests, duly authorized(B) issue, validly issuedgrant, fully paid and non-assessable and not subject to extend or issued in violation of enter into any purchase such subscription, option, call optionwarrant, right of first refusalcall, preemptive convertible securities, stock-based performance units or other similar right, subscription right agreement, arrangement or commitment, (C) redeem or otherwise acquire any similar right under such shares of capital stock or other equity interests or (D) provide a material amount of funds to, or make any provision material investment (in the form of the DGCLa loan, the certificate of incorporation capital contribution or bylaws of Parent otherwise) in, Parent, its Subsidiaries or any Parent Material ContractMerger Sub. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of Parent Common Stock may vote (“Voting Parent Debt”)vote. Except as set forth aboveNone of Parent, as of its Subsidiaries or Merger Sub is a party to any voting agreement with respect to the Parent Capitalization Date, (i) there were no shares of capital stock of, or other equity or voting interests in, Parent issued, reserved for issuance or outstanding and (ii) there were no options, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity rights, stock-based performance units, commitments, Contracts or undertakings of any kind to which Parent or any Parent Subsidiary was a party or by which any of their respective properties or assets was bound (A) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, right, warrant, security, commitment, Contract, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securities. There are not any outstanding Contracts of any kind that obligate Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any Parent Securitiessecurities.

Capital Structure of Parent. As of the date hereof, the The authorized capital stock of Parent consists of 500,000,000 200,000,000 shares of Parent Common Stock Stock, of which 86,918,790 shares were outstanding as of the close of business on November 15, 2010, and 50,000,000 10,000,000 shares of preferred stock, Preferred Stock par value $0.01 per share (the “Parent Preferred StockShares”). As , of which no shares were outstanding as of the close of business on November 1, 2013 (the “Parent Capitalization Date”), (i) 31,597,907 shares date of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii) no shares of Parent Common Stock were held by Parent in its treasury, (iv) no shares of Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Planthis Agreement. All of the outstanding shares of Parent Common Stock arehave been duly authorized and are validly issued, fully paid and all such nonassessable. As of the date of this Agreement, Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except for shares which may be issued prior to the Effective Time or of Parent Common Stock reserved for issuance pursuant to (A) Parent’s New Founders’ Stock Option Plan, Outside Directors’ Stock Option Plan and 2005 Employee Equity Incentive Plan, (B) Parent’s 1.375% Senior Convertible Notes due 2012 and (C) warrants to purchase Parent Common Stock. Each of the Merger in accordance with the terms outstanding shares of this Agreement will be when issued, capital stock of each of Parent’s Subsidiaries is duly authorized, validly issued, fully paid and nonnonassessable and, except for directors’ qualifying shares, owned by Parent or by a direct or indirect wholly-assessable owned Subsidiary of Parent, free and not subject to or issued in violation clear of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”)Liens. Except as set forth above, as of the Parent Capitalization Date, (i) there were are no shares of capital stock of, preemptive or other equity or voting interests inoutstanding rights, Parent issued, reserved for issuance or outstanding and (ii) there were no options, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity conversion rights, stock-based performance unitsstock appreciation rights, commitmentsredemption rights, Contracts repurchase rights, agreements, arrangements, calls, commitments or undertakings of any kind to which Parent or any Parent Subsidiary was a party or by which any of their respective properties or assets was bound (A) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, right, warrant, security, commitment, Contract, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securities. There are not any outstanding Contracts of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent Subsidiary or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to repurchasesubscribe for or acquire, redeem any securities of Parent or otherwise acquire any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Parent Securitiesdoes not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.

Capital Structure of Parent. As of the date hereof, the The authorized capital stock of Parent consists of 500,000,000 165,000,000 shares of Parent Common Stock Stock, of which 47,139,031 shares were outstanding as of the close of business on January 3, 2005, and 50,000,000 35,000,000 shares of preferred stock, Preferred Stock par value $0.01 per share (the “Parent Preferred StockShares”). As , none of which was outstanding as of the close of business on November 1January 3, 2013 (2005. All of the “Parent Capitalization Date”), (i) 31,597,907 outstanding shares of Parent Common Stock were issued have been duly authorized and outstandingare validly issued, (ii) fully paid and nonassessable. Parent has no shares of Parent Common Stock or Parent Preferred Stock Shares reserved for issuance, except that, as of January 3, 2005, there were issued and outstanding, (iii) no 4,221,834 shares of Parent Common Stock were held by Parent in its treasury, (iv) no shares of Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock PlanPlans. All Each of the outstanding shares of Parent Common Stock are, and all such shares which may be issued prior to the Effective Time capital stock or pursuant to the Merger in accordance with the terms other equity interests of this Agreement will be when issued, each of Parent’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to owned by Parent or issued in violation by a direct or indirect wholly owned subsidiary of Parent, free and clear of any purchase optionlien, call optionpledge, right of first refusalsecurity interest, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There are no bonds, debentures, notes claim or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”)encumbrance. Except as set forth above, as of the Parent Capitalization Date, (i) there were are no shares of capital stock of, preemptive or other equity or voting interests inoutstanding rights, Parent issued, reserved for issuance or outstanding and (ii) there were no options, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity conversion rights, stock-based performance unitsstock appreciation rights, commitmentsredemption rights, Contracts repurchase rights, agreements, arrangements, calls, commitments or undertakings of any kind to which Parent or any Parent Subsidiary was a party or by which any of their respective properties or assets was bound (A) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, right, warrant, security, commitment, Contract, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securities. There are not any outstanding Contracts of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent Subsidiary or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to repurchasesubscribe for or acquire, redeem any securities of Parent or otherwise acquire any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent Securitiesdoes not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.

Capital Structure of Parent. As of the date hereof, the (i) The authorized capital stock of Parent consists of 500,000,000 forty million (40,000,000) shares of Parent Common Stock and 50,000,000 shares of preferred stockStock, $0.01 par value $0.01 per share (the “Parent Common Stock”), and two million (2,000,000) shares of Series A Perpetual Preferred Stock (“Parent Series A Preferred Stock”). As of the close of business on November August 1, 2013 (the “Parent Capitalization Date”)2008, (i) 31,597,907 23,379,981 shares of Parent Common Stock were issued and outstandingoutstanding (including shares held in treasury), (ii) no of which 261,635 were shares of Parent Preferred Common Stock subject to vesting or other restrictions and 309,887 shares of Parent Common Stock were issued reserved for issuance upon the exercise or payment of outstanding stock options or other equity related awards (such stock option and outstandingrestricted share plans and programs, (iii) no collectively, the “Parent Stock Plans”), and 63,148 shares of Parent Common Stock were held by Parent in its treasurytreasury or by its subsidiaries. As of August 1, (iv) 2008, none of the shares of Parent Series A Preferred Stock were issued and no shares of Parent Series A Preferred Stock were held by Parent in its treasury and (v) 2,527,833 or by its subsidiaries. From March 31, 2008 to the date hereof, Parent has not issued or permitted to be issued any shares of capital stock, stock appreciation rights or securities exercisable or exchangeable for or convertible into shares of capital stock of Parent Common Stock were reserved and available for issuance or any of its subsidiaries, other than pursuant to and as required by the terms of the Parent Stock PlanPlans and, from March 31, 2008 to the date hereof, Parent has not issued any stock options or other awards under the Parent Stock Plans. All outstanding shares of Parent Common Stock are, and all such shares which may of Parent Common Stock to be issued prior to the Effective Time or pursuant to in connection with the Merger in accordance with and the terms of other transactions contemplated by this Agreement Agreement, will be be, when so issued, duly authorized, validly issuedissued and outstanding, fully paid and paid, non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the Parent Capitalization Date, (i) there were no shares of capital stock of, or other equity or voting interests in, Parent issued, reserved for issuance or outstanding and (ii) there were no options, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity rights, stock-based performance units, commitments, Contracts or undertakings of any kind to which Parent or any Parent Subsidiary was a party or by which any of their respective properties or assets was bound (A) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, right, warrant, security, commitment, Contract, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securities. There are not any outstanding Contracts of any kind that obligate Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any Parent Securities.

Capital Structure of Parent. As Immediately prior to the issuance of the date hereofExchange Consideration at Closing, the authorized capital stock of Parent consists will consist of 500,000,000 1,000,000,000 shares of Parent Common Stock, $0.001 par value, of which no more than 23,330,662 shares of Parent Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of the close of business on November 1, 2013 (the “Parent Capitalization Date”), (i) 31,597,907 shares of Parent Common Stock were will be issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii) no shares of Parent Common Stock were held by Parent in its treasurywill be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise (iv) no shares of Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Planexcept as described below). All outstanding shares of capital stock of Parent Common Stock and its Subsidiaries are, and all such shares which may be issued prior to the Effective Time or pursuant to the Merger in accordance with the terms of this Agreement will be be, when issued, duly authorized, validly issued, fully paid and non-assessable and nonassessable, not subject to or preemptive rights, and issued in violation compliance with all applicable state and federal Laws concerning the issuance of any purchase optionsecurities. Except for the Parent Common Stock, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth aboveThere are no outstanding securities, as of the Parent Capitalization Dateoptions, (i) there were no shares of capital stock ofwarrants, or other equity or voting interests in, Parent issued, reserved for issuance or outstanding and (ii) there were no optionscalls, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity rights, stock-based performance units, commitments, Contracts agreements, arrangements or undertakings of any kind to which Parent or any Parent Subsidiary was of its Subsidiaries is a party or by which Parent or any of their respective properties or assets was its Subsidiaries is bound (A) obligating Parent or any Parent Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock securities of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) of its Subsidiaries or obligating Parent or any Parent Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, warrant, security, commitment, Contractagreement, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securitiesundertaking. There are not any no outstanding Contracts contractual obligations, commitments, understandings or arrangements of any kind that obligate Parent or any Parent Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent Securitiesor any of its Subsidiaries. There are no agreements or arrangements pursuant to which the Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Parent with respect to securities of the Parent.

Capital Structure of Parent. As Immediately prior to the issuance of the date hereofMerger Consideration at Closing, the authorized capital stock of Parent consists will consist of 500,000,000 shares of Parent Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of the close of business on November 1, 2013 (the “Parent Capitalization Date”), (i) 31,597,907 2,000,000,000 shares of Parent Class A Common Stock were Stock, $0.001 par value, of which no shares will be issued and outstanding, (ii) 2,000,000,000 shares of Class B Common Stock, $0.001 par value, of which no more than 7,530,000 shares of Class B Common Stock will be issued and outstanding, and, (iii) 50,000,000 shares of Parent Preferred Stock were Stock, $0.001 par value, of which no shares will be issued and outstanding, (iii) outstanding and no shares of Parent Common Stock were held by Parent in its treasury, (iv) no shares of or Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 shares will be issuable upon the exercise of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Planoutstanding warrants, convertible notes, options or otherwise. All outstanding shares of capital stock of Parent Common Stock are, and all such shares which may be issued prior to the Effective Time or pursuant to the Merger in accordance with the terms of this Agreement will be be, when issued, duly authorized, validly issued, fully paid and non-assessable and nonassessable, not subject to or preemptive rights, and issued in violation compliance with all applicable state and federal Laws concerning the issuance of any purchase optionsecurities. Except for the Parent Common Stock, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the Parent Capitalization Dateand there are no outstanding securities, (i) there were no shares of capital stock ofoptions, or other equity or voting interests inwarrants, Parent issued, reserved for issuance or outstanding and (ii) there were no optionscalls, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity rights, stock-based performance units, commitments, Contracts agreements, arrangements or undertakings of any kind to which Parent or any Parent Subsidiary was is a party or by which any of their respective properties or assets was Parent is bound (A) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity securities of Parent or voting interests inobligating Parent to issue, deliver or sell, or any security convertible cause to be issued, delivered or exercisable for or exchangeable into any sold, additional shares of capital stock of or other equity or voting interests in, securities of Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, warrant, security, commitment, Contractagreement, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securitiesundertaking. There are not any no outstanding Contracts contractual obligations, commitments, understandings or arrangements of any kind that obligate Parent or any Parent Subsidiary of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent Securitiesor any of its subsidiaries. There are no agreements or arrangements pursuant to which Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of Parent with respect to securities of Parent.

Capital Structure of Parent. As of the date hereof, the The authorized capital stock of Parent consists of 500,000,000 7,000,000,000 shares of Parent Common Stock Stock, of which 3,302,815,078 shares were outstanding as of the close of business on January 28, 2005, and 50,000,000 shares of 10,000,000 preferred stockshares, par value $0.01 1.00 per share (the “Parent Preferred StockShares”). As , of which no shares were authorized for issuance or outstanding as of the close of business on November 1January 28, 2013 (2005. All of the “Parent Capitalization Date”), (i) 31,597,907 outstanding shares of Parent Common Stock were have been duly authorized and validly issued and outstanding, (ii) no shares of are fully paid and nonassessable. Parent Preferred Stock were issued and outstanding, (iii) has no shares of Parent Common Stock were held by Parent in its treasury, (iv) no shares of or Parent Preferred Stock were held by Shares reserved for issuance. As of January 28, 2005, Parent in its treasury and (v) 2,527,833 has no more than 330,000,000 shares of Parent Common Stock were reserved and available authorized for issuance pursuant to employee or director benefit plans (the “Parent Stock Plan. All outstanding shares of Parent Common Stock are, and all such shares which may be issued prior to the Effective Time or pursuant to the Merger in accordance with the terms of this Agreement will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent DebtPlans”). Except as set forth above, as of the Parent Capitalization Datedate of this Agreement, (i) there were are no shares of capital stock of, preemptive or other equity or voting interests inoutstanding rights, Parent issued, reserved for issuance or outstanding and (ii) there were no options, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity conversion rights, stock-based performance unitsstock appreciation rights, commitmentsredemption rights, Contracts repurchase rights, agreements, arrangements, calls, commitments or undertakings of any kind to which Parent or any Parent Subsidiary was a party or by which any of their respective properties or assets was bound (A) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, right, warrant, security, commitment, Contract, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securities. There are not any outstanding Contracts of any kind that obligate Parent to issue or sell any shares of capital stock or other securities of Parent or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Parent Subsidiary does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to repurchasevote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. All shares of Parent Common Stock to be issued in the Merger will be, redeem or otherwise acquire any Parent Securitieswhen issued in accordance with the terms of this Agreement, duly authorized and validly issued, fully paid and nonassessable and free and clear of all Liens.

Capital Structure of Parent. As of the date hereof, the The authorized capital stock of Parent consists of 500,000,000 1,000,000,000 shares of Parent Common Stock Stock, of which 274,883,337 shares were outstanding as of the close of business on February 17, 2005, and 50,000,000 shares of 10,000,000 preferred stockshares, par value $0.01 per share (the “Parent Preferred StockShares”), of which no shares were outstanding as of the close of business on February 17, 2005, and no shares of Parent Common Stock or Parent Preferred Shares have been issued pursuant to the Parent Stock Plans (as defined below) from such time to and including the date of this Agreement (other than pursuant to the exercise of options issued prior to such time). All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Parent has no shares of Parent Common Stock or Parent Preferred Shares reserved for issuance, except that, as of December 25, 2004, there were 50,352,306 shares of Parent Common Stock reserved for issuance pursuant to employee or director benefit plans of Parent and its Subsidiaries (the “Parent Stock Plans”). As of the close date of business on November 1this Agreement, 2013 (the “Parent Capitalization Date”), (i) 31,597,907 no additional shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii) no shares of Parent Common Stock were held by Parent in its treasury, (iv) no shares of Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 shares of Parent Common Stock were have been reserved and available for issuance pursuant to the Parent Stock Plan. All outstanding shares of Parent Common Stock are, and all such shares which may be issued prior to the Effective Time or pursuant to the Merger in accordance with the terms of this Agreement will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”)Plans. Except as set forth above, as of the Parent Capitalization Datedate of this Agreement, (i) there were are no shares of capital stock of, preemptive rights or other equity or voting interests in, Parent issued, reserved for issuance or outstanding and (ii) there were no options, rights, warrants, convertible or exchangeable securitiesconversion rights, “phantom” stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or other equity rights, stock-based performance units, commitments, Contracts or undertakings of any kind to which Parent or any Parent Subsidiary was a party or by which any of their respective properties or assets was bound (A) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, right, warrant, security, commitment, Contract, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securities. There are not any outstanding Contracts of any kind that obligate Parent to issue or sell any shares of capital stock or other securities of Parent or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Parent Subsidiary does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to repurchasevote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. All shares of Parent Common Stock to be issued in the Merger will be, redeem or otherwise acquire any Parent Securitieswhen issued in accordance with the terms of this Agreement, duly authorized and validly issued, fully paid and nonassessable and free and clear of all Liens.

Capital Structure of Parent. As After the reverse stock split of Parent, and immediately prior to the issuance of the date hereofExchange Consideration at Closing, the authorized capital stock of Parent consists will consist of 500,000,000 2,000,000,000 shares of Parent Common Stock, $0.001 par value, of which no more than approximately 103,247,057 shares of Parent Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of the close of business on November 1, 2013 (the “Parent Capitalization Date”), (i) 31,597,907 shares of Parent Common Stock were will be issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii) no shares of Parent Common Stock were held by Parent in its treasurywill be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise (iv) no shares of Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Planexcept as described below). All outstanding shares of capital stock of Parent Common Stock and its Subsidiaries are, and all such shares which may be issued prior to the Effective Time or pursuant to the Merger in accordance with the terms of this Agreement will be be, when issued, duly authorized, validly issued, fully paid and non-assessable and nonassessable, not subject to or preemptive rights, and issued in violation compliance with all applicable state and federal Laws concerning the issuance of any purchase optionsecurities. Except for the Parent Common Stock, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth aboveThere are no outstanding securities, as of the Parent Capitalization Dateoptions, (i) there were no shares of capital stock ofwarrants, or other equity or voting interests in, Parent issued, reserved for issuance or outstanding and (ii) there were no optionscalls, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity rights, stock-based performance units, commitments, Contracts agreements, arrangements or undertakings of any kind to which Parent or any Parent Subsidiary was of its Subsidiaries is a party or by which Parent or any of their respective properties or assets was its Subsidiaries is bound (A) obligating Parent or any Parent Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock securities of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) of its Subsidiaries or obligating Parent or any Parent Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, warrant, security, commitment, Contractagreement, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securitiesundertaking. There are not any no outstanding Contracts contractual obligations, commitments, understandings or arrangements of any kind that obligate Parent or any Parent Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent Securitiesor any of its Subsidiaries. There are no agreements or arrangements pursuant to which the Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Parent with respect to securities of the Parent.

Capital Structure of Parent. As of the date hereof, the (a) The authorized capital stock of Parent consists of 500,000,000 40,000,000 shares of Parent Common Stock and 50,000,000 Stock, of which 19,307,008 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As were outstanding as of the close of business on November 1February 15, 2013 (2017 and 1,000,000 shares of preferred stock par value $0.0001 per share, none of which were outstanding as of the “Parent Capitalization Date”), (i) 31,597,907 date of this Agreement. All of the outstanding shares of Parent Common Stock were issued have been duly authorized and outstandingare validly issued, (ii) no shares of fully paid and nonassessable. Parent Preferred Stock were issued and outstanding, (iii) has no shares of Parent Common Stock were held by Parent in its treasury, (iv) no or other shares of Parent Preferred Stock its capital stock reserved for issuance, except that, as of February 15, 2017, there were held by Parent in its treasury and (v) 2,527,833 2,247,923 shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Parent’s Amended and Restated 2009 Stock Plan. All outstanding Incentive Plan and 727,573 shares of Parent Common Stock are, and all such subject to outstanding Parent restricted stock units. Each of the outstanding shares which may be issued prior to the Effective Time of capital stock or pursuant to the Merger in accordance with the terms other securities of this Agreement will be when issued, each of Parent’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to owned by Parent or issued in violation by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”)Encumbrance. Except as to the extent set forth above, as of the Parent Capitalization Date, (i) there were are no shares of capital stock of, preemptive or other equity or voting interests inoutstanding rights, Parent issued, reserved for issuance or outstanding and (ii) there were no options, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity conversion rights, stock-based performance unitsstock appreciation rights, commitmentsredemption rights, Contracts repurchase rights, agreements, arrangements, calls, commitments or undertakings of any kind to which Parent or any Parent Subsidiary was a party or by which any of their respective properties or assets was bound (A) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, right, warrant, security, commitment, Contract, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securities. There are not any outstanding Contracts of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent Subsidiary or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to repurchasesubscribe for or acquire, redeem any securities of Parent or otherwise acquire any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Parent Securitiesdoes not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.

Capital Structure of Parent. As of the date hereof, the The authorized capital stock of Parent consists of 500,000,000 an unlimited number of shares of Parent Common Stock and 50,000,000 Stock, of which approximately 158,037,148 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As were outstanding as of the close of business on November 1October 31, 2013 2003, and an unlimited number of Preference Shares, issuable in series, and an unlimited number of Series 1 Preference Shares (collectively, the “"Parent Capitalization Date”Preference Shares"). No Parent Preference Shares were outstanding as of the close of business on October 31, (i) 31,597,907 2003. All of the outstanding shares of Parent Common Stock were issued have been, and outstanding, (ii) no all shares of Parent Preferred Common Stock were to be issued or delivered hereunder will be, when issued, duly authorized and outstandingare validly issued, (iii) fully paid and nonassessable. Parent has no shares of Parent Common Stock were held by or Parent in its treasuryPreference Shares reserved for issuance, (iv) no shares of Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 except for shares of Parent Common Stock were reserved and available for issuance pursuant to existing Parent option and incentive plans and existing Parent option and incentive agreements. Each of the Parent Stock Plan. All outstanding shares of Parent Common Stock are, and all such shares which may be issued prior to the Effective Time or pursuant to the Merger in accordance with the terms capital stock of this Agreement will be when issued, each of Parent's Subsidiaries is duly authorized, validly issued, fully paid and non-assessable nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned Subsidiary of Parent, free and not subject to or issued in violation clear of any purchase optionlien, call optionpledge, right security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of first refusal, preemptive right, subscription right any kind that obligate the Company or any similar right under of its Subsidiaries to issue or to sell any provision shares of the DGCL, the certificate of incorporation capital stock or bylaws other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent Material Contract. There are no does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Parent having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of Parent on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the Parent Capitalization Date, (i) there were no shares of capital stock of, or other equity or voting interests in, Parent issued, reserved for issuance or outstanding and (ii) there were no options, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity rights, stock-based performance units, commitments, Contracts or undertakings of any kind to which Parent or any Parent Subsidiary was a party or by which any of their respective properties or assets was bound (A) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, right, warrant, security, commitment, Contract, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securities. There are not any outstanding Contracts of any kind that obligate Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any Parent Securitiesmatter.

Capital Structure of Parent. As of the date hereof, the The authorized capital stock of Parent consists of 500,000,000 shares of Parent Common Stock Stock, of which 402,034,877 shares were outstanding as of the close of business on September 30, 2005, and 50,000,000 shares of preferred stock, Preferred Stock having a par value $0.01 1.00 per share (the “Parent Preferred Stock”). As of the close of business on November 1, 2013 (the “Parent Capitalization DateShares”), (i) 31,597,907 of which zero shares are outstanding as of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii) no shares of Parent Common Stock were held by Parent in its treasury, (iv) no shares of Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Plandate hereof. All of the outstanding shares of Parent Common Stock arehave been duly authorized and are validly issued, fully paid and all such nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except that, as of September 30, 2005, 2,703,923 shares which may be issued prior to the Effective Time or of Parent Common Stock reserved for issuance pursuant to Parent’s 1995 Incentive Stock Plan, 80,107 shares of Parent Common Stock reserved for issuance pursuant to Parent’s 1996 Restricted Stock Plan, 11,436,492 shares of Parent Common Stock reserved for issuance pursuant to Parent’s 2001 Incentive Compensation Plan, 17,000,000 shares of Parent Common Stock reserved for issuance pursuant to Parent’s 2005 Long-Term Incentive Plan; 1,183,628 shares of Parent Common Stock reserved for issuance under Parent’s dividend reinvestment plan; and 1,497,689 shares of Parent Common Stock reserved for issuance pursuant to Parent’s 401(k) plan (“Parent’s 401(k) Plan”) (together, the Merger in accordance with “Parent Stock Plans”). Each of the terms outstanding shares of this Agreement will be when issued, capital stock of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonnonassessable and owned by Parent or by a direct or indirect wholly-assessable owned subsidiary of Parent, free and not subject to or issued in violation clear of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”)Lien. Except as set forth above, as of the Parent Capitalization Date, (i) there were are no shares of capital stock of, preemptive or other equity or voting interests inoutstanding rights, Parent issued, reserved for issuance or outstanding and (ii) there were no options, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity conversion rights, stock-based performance unitsstock appreciation rights, commitmentsredemption rights, Contracts repurchase rights, agreements, arrangements, calls, commitments or undertakings of any kind to which Parent or any Parent Subsidiary was a party or by which any of their respective properties or assets was bound (A) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, right, warrant, security, commitment, Contract, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securities. There are not any outstanding Contracts of any kind that obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other securities of Parent or any Parent Subsidiary of its Significant Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to repurchasesubscribe for or acquire, redeem any securities of the Company or otherwise acquire any Parent Securitiesof its Significant Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding.

Capital Structure of Parent. As of the date hereof, the The authorized capital stock of Parent consists of 500,000,000 shares of Parent Common Stock Stock, of which 402,034,877 shares were outstanding as of the close of business on September 30, 2005, and 50,000,000 shares of preferred stock, Preferred Stock having a par value $0.01 1.00 per share (the “Parent Preferred Stock”). As of the close of business on November 1, 2013 (the “Parent Capitalization DateShares”), (i) 31,597,907 of which zero shares are outstanding as of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii) no shares of Parent Common Stock were held by Parent in its treasury, (iv) no shares of Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Plandate hereof. All of the outstanding shares of Parent Common Stock arehave been duly authorized and are validly issued, fully paid and all such nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except that, as of September 30, 2005, 2,703,923 shares which may be issued prior to the Effective Time or of Parent Common Stock reserved for issuance pursuant to Parent’s 1995 Incentive Stock Plan, 80,107 shares of Parent Common Stock reserved for issuance pursuant to Parent’s 1996 Restricted Stock Plan, 11,436,492 shares of Parent Common Stock reserved for issuance pursuant to Parent’s 2001 Incentive Compensation Plan, 17,000,000 shares of Parent Common Stock reserved for issuance pursuant to Parent’s 2005 Long-Term Incentive Plan; 1,183,628 shares of Parent Common Stock reserved for issuance under Parent’s dividend reinvestment plan; and 1,497,689 shares of Parent Common Stock reserved for issuance pursuant to Parent’s 401(k) plan (“Parent’s 401(k) Plan”) (together, the Merger in accordance with “Parent Stock Plans”). Each of the terms outstanding shares of this Agreement will be when issued, capital stock of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonnonassessable and owned by Parent or by a direct or indirect wholly-assessable owned subsidiary of Parent, free and not subject to or issued in violation clear of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”)Lien. Except as set forth above, as of the Parent Capitalization Date, (i) there were are no shares of capital stock of, preemptive or other equity or voting interests inoutstanding rights, Parent issued, reserved for issuance or outstanding and (ii) there were no options, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity conversion rights, stock-based performance unitsstock appreciation rights, commitmentsredemption rights, Contracts repurchase rights, agreements, arrangements, calls, commitments or undertakings of any kind to which Parent or any Parent Subsidiary was a party or by which any of their respective properties or assets was bound (A) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, right, warrant, security, commitment, Contract, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securities. There are not any outstanding Contracts of any kind that obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other securities of Parent or any Parent Subsidiary of its Significant Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to repurchasesubscribe for or acquire, redeem any securities LA_LAN01:179306.23 of the Company or otherwise acquire any Parent Securitiesof its Significant Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding.

Capital Structure of Parent. As of the date hereofof this Agreement, the Parent’s authorized capital stock of Parent consists of 500,000,000 shares of Parent Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of the close of business on November 1, 2013 (the “Parent Capitalization Date”), (i) 31,597,907 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii) no shares of Parent Common Stock were held by Parent in its treasury, (iv) no shares of Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Plan. All outstanding shares of Parent Common Stock Stock, issued and outstanding shares of the Parent’s preferred stock and outstanding convertible notes, options, and warrants are set forth on Schedule 4.3 and in the Parent SEC Documents, as defined below. Except as set forth on Schedule 4.3, all outstanding shares of capital stock of Parent and its Subsidiaries are, and all such shares which may be issued prior to the Effective Time or pursuant to the Merger in accordance with the terms of this Agreement will be be, when issued, duly authorized, validly issued, fully paid and non-assessable and nonassessable, not subject to or preemptive rights, and issued in violation compliance with all applicable state and federal Laws concerning the issuance of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”)securities. Except as set forth above, as of on Schedule 4.3 and the Parent Capitalization DateSEC Documents, (i) there were are no shares of capital stock ofoutstanding securities, or other equity or voting interests inoptions, Parent issuedwarrants, reserved for issuance or outstanding and (ii) there were no optionscalls, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity rights, stock-based performance units, commitments, Contracts agreements, arrangements or undertakings of any kind to which Parent or any Parent Subsidiary was of its Subsidiaries is a party or by which Parent or any of their respective properties or assets was its Subsidiaries is bound (A) obligating Parent or any Parent Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock securities of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) of its Subsidiaries or obligating Parent or any Parent Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, warrant, security, commitment, Contractagreement, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and undertaking; (ii)) there are no outstanding contractual obligations, collectivelycommitments, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securities. There are not any outstanding Contracts understandings or arrangements of any kind that obligate Parent or any Parent Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent Securitiesor any of its Subsidiaries; and (iii) there are no agreements or arrangements pursuant to which the Parent is or could be required to register shares of Parent Preferred Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Parent with respect to securities of the Parent.

Capital Structure of Parent. As of the date hereofof this Agreement, the Parent’s authorized capital stock of Parent consists of 500,000,000 shares of Parent Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of the close of business on November 1, 2013 (the “Parent Capitalization Date”), (i) 31,597,907 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii) no shares of Parent Common Stock were held by Parent in its treasury, (iv) no shares of Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Plan. All outstanding shares of Parent Common Stock Stock, issued and outstanding shares of the Parent’s preferred stock and outstanding convertible notes, options, and warrants are set forth on Schedule 5.3 and in the Parent SEC Documents, as defined below. Except as set forth on Schedule 5.3, all outstanding shares of capital stock of Parent and its Subsidiaries are, and all such shares which may be issued prior to the Effective Time or pursuant to the Merger in accordance with the terms of this Agreement will be be, when issued, duly authorized, validly issued, fully paid and non-assessable and nonassessable, not subject to or preemptive rights, and issued in violation compliance with all applicable state and federal Laws concerning the issuance of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”)securities. Except as set forth above, as of on Schedule 5.3 and the Parent Capitalization DateSEC Documents, (i) there were are no shares of capital stock ofoutstanding securities, or other equity or voting interests inoptions, Parent issuedwarrants, reserved for issuance or outstanding and (ii) there were no optionscalls, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity rights, stock-based performance units, commitments, Contracts agreements, arrangements or undertakings of any kind to which Parent or any Parent Subsidiary was of its Subsidiaries is a party or by which Parent or any of their respective properties or assets was its Subsidiaries is bound (A) obligating Parent or any Parent Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock securities of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) of its Subsidiaries or obligating Parent or any Parent Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, warrant, security, commitment, Contractagreement, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and undertaking; (ii)) there are no outstanding contractual obligations, collectivelycommitments, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securities. There are not any outstanding Contracts understandings or arrangements of any kind that obligate Parent or any Parent Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent Securitiesor any of its Subsidiaries; and (iii) there are no agreements or arrangements pursuant to which the Parent is or could be required to register shares of Parent Preferred Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Parent with respect to securities of the Parent. The Parent does not have enough authorized shares of Parent Common Stock to issue upon full conversion of the Parent Preferred Stock.

Capital Structure of Parent. At the Closing, the shares of Class B Common Stock issued to AMR as the Stock Consideration pursuant to Section 3.1 shall constitute 100% of the issued and outstanding Class B Common Shares. As of the date hereofClosing, the authorized Class B Common Stock shall represent 10% of the issued and outstanding capital stock of Parent; provided, however, that in the event and to the extent that there is a Shortfall, additional shares of Class A Common Stock shall be issued at the Closing, at the same purchase price per share of Class A Common Stock as originally paid by TPG and Pharos, to make up such Shortfall and no additional shares of Class B Common Stock shall be issued as Stock Consideration as a consequence of the issuance of additional shares of Class A Common Stock issued in connection with covering the Shortfall. All issued and outstanding Class B Common Stock issued to AMR as the Stock Consideration shall be duly authorized, validly issued and outstanding, fully paid and nonassessable, and free of preemptive rights. Immediately prior to the Closing, Buyer shall own beneficially and of record the shares of Class B Common Stock constituting the Stock Consideration, free and clear of all Encumbrances, and upon issuance of the Stock Consideration to AMR pursuant to Section 3.1, AMR shall receive such shares free and clear of all Encumbrances, except as provided in this Agreement or the Stockholders' Agreement. As of the Closing, Parent will own 100% of the outstanding capital stock of Buyer, free and clear of all Encumbrances. At the Closing, except as provided in this Agreement the Subscription Agreement by and between Parent and TCW, neither Parent nor Buyer is a party to, or bound by, any agreement, arrangement or commitments to issue or sell any shares of capital stock or any securities or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to acquire from Parent or Buyer, any shares of capital stock of Parent consists of 500,000,000 shares of Parent Common Stock or Buyer, and 50,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of the close of business on November 1, 2013 (the “Parent Capitalization Date”), (i) 31,597,907 shares of Parent Common Stock were issued and no such securities or obligations are outstanding, (ii) no shares of Parent Preferred Stock were other than the options issued and outstanding, (iii) no shares of Parent Common Stock were held by Parent in its treasury, (iv) no shares of Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 shares of Parent Common Stock were reserved and available for issuance pursuant at the Closing to the Parent Stock Plan. All outstanding shares of Parent Common Stock are, and all such shares which may be issued prior to the Effective Time or pursuant to the Merger in accordance with the terms of this Agreement will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the Parent Capitalization Date, (i) there were no shares of capital stock of, or other equity or voting interests in, Parent issued, reserved for issuance or outstanding and (ii) there were no options, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity rights, stock-based performance units, commitments, Contracts or undertakings of any kind to which Parent or any Parent Subsidiary was a party or by which any of their respective properties or assets was bound (A) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, right, warrant, security, commitment, Contract, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (the items in clauses (i) and (ii), collectively, “Parent Securities”). From the Parent Capitalization Date through the date hereof, neither Parent nor any Parent Subsidiary has issued any Parent Securities. There are not any outstanding Contracts of any kind that obligate Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any Parent SecuritiesCompany’s management.