Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 151,875,000 shares of Company Common Stock. As of July 12, 2013, (i) 56,563,459 shares of Company Common Stock were issued and outstanding (including 81,737 outstanding Company Restricted Shares) and (ii) there were no shares of Company Common Stock held in treasury. As of July 12, 2013, there were 7,407,870 shares of Company Common Stock reserved for issuance under Company Plans (including, as of July 12, 2013, outstanding Company Options to purchase 2,696,210 shares of Company Common Stock, 76,600 Performance Units and 670,815 shares subject to outstanding Company Restricted Share Units). Except as set forth above, as of July 12, 2013, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the Company Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (b) Except as set forth in Section 4.2(a) and except as expressly permitted under Section 6.1, there are no outstanding subscriptions, options, warrants, calls, bonds, debentures, notes, convertible securities or other similar rights, agreements, commitments or contracts of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any 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 securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any other equity or equity-based awards, whether settled in cash or other property, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. Except as set forth in Section 4.2(a), there are no obligations, commitments or arrangements, contingent or otherwise, of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stock, other voting securities or equity interests of the Company or any Subsidiary of the Company. (c) As of the date of this Agreement, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are legally and beneficially owned by the Company or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens, (x) the Company does not, directly or indirectly, own any capital stock or other equity interest in any Person other than the Subsidiaries of the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary of the Company and (z) all outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights.

Capitalization; Subsidiaries. (a) As of the date close of this Agreementbusiness on December 18, 2020, the authorized capital stock of the Company consists of 151,875,000 shares of Company Common Stock. As of July 12, 2013, (i) 56,563,459 shares of Company Common Stock were issued and outstanding (including 81,737 outstanding Company Restricted Shares) and (ii) there were no shares of Company Common Stock held in treasury. As of July 12, 2013, there were 7,407,870 shares of Company Common Stock reserved for issuance under Company Plans (including, as of July 12, 2013, outstanding Company Options to purchase 2,696,210 100,000,000 shares of Company Common Stock, 76,600 Performance Units 5,958,479 of which were issued and 670,815 shares subject to outstanding and 641,965 of which were held by the Company Restricted Share Units). Except as set forth abovetreasury stock, as of July 12, 2013, no and (ii) 2,000,000 shares of capital stock ofpreferred stock, or other equity or voting interests in, zero of which were issued and outstanding. No shares of Company Common Stock are held by Subsidiaries of the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the Company Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (b) Except as set forth All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. All of the Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or an appropriate exemption therefrom and in Section 4.2(aaccordance with the Investment Company Act. (c) and except as expressly permitted under Section 6.1As of the date hereof, there are no outstanding subscriptions, existing (i) options, warrants, calls, bonds, debentures, notessubscriptions or other rights, convertible securities securities, agreements or other similar rights, agreements, commitments or contracts of any kind character to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver transfer or sell, or cause to be issued, delivered or sold, additional sell any shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any other equity or equity-based awards, whether settled interest in cash or other property, or obligating the Company or any of its Subsidiaries to issueor securities convertible into or exchangeable for such shares or equity interests, grant, extend or enter into any such security, option, warrant, call, right or contract. Except as set forth in Section 4.2(a), there are no obligations, commitments or arrangements, contingent or otherwise, (ii) contractual obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire shares of any capital stock ofof the Company or any of its Subsidiaries or any securities representing the right to purchase or otherwise receive capital stock of the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or other equity valued in whole or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests inin part in reference to, the Company or any of its Subsidiaries. There are no shareholder agreements, Subsidiaries or (iv) voting trusts or other similar agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stock, other voting securities or equity interests of the Company or any Subsidiary capital stock of the Company. (cd) As of the date of this Agreement, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the outstanding shares of capital stock of, or other equity interests in, each Each Subsidiary of the Company are legally and beneficially owned by on the date hereof is listed on Section 3.2(d) of the Company or one or more wholly owned Subsidiaries Disclosure Letter. Except as set forth on Section 3.2(d) of the CompanyCompany Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted Liens, (x) the Company does not, directly or indirectly, own any capital stock or other equity interest in any Person other than the Subsidiaries of the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary of the Company and (z) all outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights.

Capitalization; Subsidiaries. (ai) As of the date of this Agreement, the authorized The stated capital stock of the Company consists is US$1,695,327,193.42, consisting of 151,875,000 shares of Company Common Stock. As of July 12, 2013(A) 52,706,195 Ordinary Shares issued and outstanding, (iB) 56,563,459 shares 38,971,539 Class B Shares issued and outstanding, and (C) 45,671,846 Ordinary Shares reserved for issuance in respect of Company Common Stock were outstanding options to acquire Ordinary Shares, restricted share units issued and outstanding (including 81,737 outstanding Company Restricted and Class B Shares convertible into Ordinary Shares) and (ii) there were no shares of Company Common Stock held , in treasury. As of July 12, 2013, there were 7,407,870 shares of Company Common Stock reserved for issuance under Company Plans (including, each case as of July 12March 31, 2013, outstanding Company Options to purchase 2,696,210 shares of Company Common Stock, 76,600 Performance Units and 670,815 shares subject to outstanding Company Restricted Share Units)2017. Except as set forth abovein this Section 3.1(g), as of July 12the Company has no outstanding bonds, 2013debentures, no shares of capital stock of, notes or other equity or voting interests inobligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. (ii) As of March 31, 2017, 6,700,307 Ordinary Shares were issuable pursuant to 333,121 options and 6,367,186 restricted share units issued and outstanding pursuant to the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding’s 2001 Equity Option Plan and 2010 Share Incentive Plan. All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the Company Plans will be, when issued in accordance with the terms thereof, Ordinary Shares have been duly authorized, validly issued, fully paid and non-assessable and not subject to free of preemptive rights. (biii) Except as set forth above in this Section 4.2(a3.1(g) and except as expressly permitted under Section 6.1the Company’s share buyback program, there are no outstanding subscriptions(A) shares of capital stock or voting securities of the Company, (B) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (C) (other than as set out in the transaction agreement by and among the Company, MIH Internet SEA Pte. Ltd. and MIH B2C Holdings B.V. dated October 18, 2016 (as amended, supplemented or modified from time to time) and the terms of the Class B Shares) preemptive or other outstanding rights, options, warrants, callsconversion rights, bonds“phantom” stock rights, debenturesstock appreciation rights, notesredemption rights, convertible securities or other similar repurchase rights, agreements, arrangements, calls, commitments or contracts rights of any kind to which that obligate the Company to issue or sell any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any 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 securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any other equity or equity-based awards, whether settled in cash or other property, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. Except as set forth in Section 4.2(a), there are no obligations, commitments or arrangements, contingent or otherwise, of the Company or any of its Subsidiaries to purchase, redeem securities or otherwise acquire shares of capital stock of, or other equity or voting interests in, or securities obligations convertible into, or exchangeable into or exercisable for, shares of capital stock ofor giving any Person a right to subscribe for or acquire, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stock, other voting securities or equity interests of the Company or any Subsidiary of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (civ) As of the date of this Agreement, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the All outstanding shares of capital stock of, or other equity interests in, each Subsidiary securities of the Company Historical Subsidiary and the Ibibo Group are legally duly authorized, validly issued, fully paid and beneficially owned by non-assessable and all such shares in the Company Historical Subsidiary and the Ibibo Group (except for directors’ qualifying shares or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens, (xlike) the Company does notare owned, directly or indirectly, own by the Company free and clear of any capital stock or other equity interest Liens. (v) There are no Subsidiaries that meet the definition of a “significant subsidiary” in any Person Article 1, Rule 1-02 of Regulation S-X under the Exchange Act, other than the Subsidiaries Historical Subsidiary set forth in Schedule A hereto and the members of the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary of the Company and (z) all outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rightsIbibo Group set forth on Schedule B hereto.

Capitalization; Subsidiaries. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of 151,875,000 200,000,000 shares of Company Common Stock and 20,000,000 shares of the Company’s preferred stock, par value $0.0001 per share (the “Company Preferred Stock”). As of July 12April 25, 20132012, (i) 56,563,459 45,412,296 shares of Company Common Stock were issued and outstanding (including 81,737 outstanding of which 47,600 were shares of Company Restricted Shares) and Stock), (ii) there no shares of Company Preferred Stock were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. As of July 12April 25, 20132012, there were 7,407,870 (A) 152,453 shares of Company Common Stock reserved and available for issuance pursuant to the ESPP and (B) 6,209,655 shares of Company Common Stock reserved for issuance under pursuant to the Company Equity Plans (including, as of July 12April 25, 20132012, outstanding Company Options to purchase 2,696,210 5,876,347 shares of Company Common StockStock reserved for issuance pursuant to Company Options, 76,600 313,308 shares of Company Common Stock reserved for issuance pursuant to Company Performance Units Shares, and 670,815 20,000 shares subject of Company Common Stock reserved for issuance pursuant to outstanding Company Restricted Share Unitsdeferred issuance restricted stock awards). Except as set forth above, as of July 12April 25, 20132012, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the ESPP and the Company Equity Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (b) Except as set forth in Section 4.2(a) above and except as expressly permitted under Section 6.1, there are no outstanding subscriptions, options, warrants, calls, bonds, debentures, notes, convertible securities or other similar rights, agreements, commitments or contracts of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any 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 securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any other equity or equity-based awards, whether settled in cash or other property, Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. (c) The Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each of its Subsidiaries, free and clear of any Liens (other than transfer and other restrictions under applicable federal and state securities Laws), and all of such shares of capital stock or other equity interests have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights. Section 4.2(c) of the Company Disclosure Schedule sets forth a list of each Subsidiary of the Company as of the date of this Agreement and the jurisdiction of organization thereof. Except as set forth in on Section 4.2(a)4.2(c) of the Company Disclosure Schedule, there the Company does not own, directly or indirectly, any capital stock of, or other equity interest in, any corporation, partnership, joint venture, association or other entity. There are no obligationsoptions, commitments warrants, rights, convertible or arrangementsexchangeable securities, contingent stock-based performance units, contracts or otherwiseundertakings of any kind to which any Subsidiary of the Company is a party or by which any of them is bound (i) obligating any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of or equity interest in, or any security convertible or exchangeable for any shares of capital stock or other voting securities of or equity interest in, any Subsidiary of the Company, (ii) obligating any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, contract or undertaking or (iii) that gives any person the right to receive any economic interest of a nature accruing to the holders of capital stock of, or any other equity interest in, any of the Subsidiaries of the Company. The Company has made available to Parent true, correct and complete copies of the organizational or governing documents of the Company’s Subsidiaries. (d) There are no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire shares any Company Securities. (e) There are no preemptive rights of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, any kind which obligate the Company or any of its Subsidiaries. Subsidiaries to issue or deliver any Company Securities. (f) There are no shareholder stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or by which it is bound relating to the holding, voting, registration, redemption, repurchase voting or disposition of or that restricts the transfer registration of any capital stock, other voting securities or equity interests of the Company or any Subsidiary of the Company. (c) As of the date of this Agreement, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are legally and beneficially owned by the Company or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens, (x) the Company does not, directly or indirectly, own any capital stock or other equity interest in any Person other than the Subsidiaries of the Company, (y) no shares of capital stock of the Company are owned by or any Subsidiary of its Subsidiaries or preemptive rights with respect thereto. (g) Except as set forth on Section 4.2(g) of the Company Disclosure Schedule, since January 1, 2009, the Company has not declared or paid any dividend or distribution in respect of any Company Securities and neither the Company nor any of its Subsidiaries has issued, sold, repurchased, redeemed or otherwise acquired any Company Securities other than the issuance of shares upon the exercise of Company Options or the vesting of Company Restricted Stock or in connection with the net exercise thereof in accordance with their terms or the withholding of the foregoing to satisfy Tax obligations and their respective Boards of Directors have not authorized any of the foregoing. (zh) all outstanding shares Neither the Company nor any of capital stock and its Subsidiaries has entered into any commitment, arrangement or agreement, or are otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any other voting securities Person, other than Intercompany Debt. (i) No bonds, debentures, notes or equity interests of each Subsidiary other indebtedness having the right to vote generally on any matters on which stockholders of the Company may vote are outstanding. (j) The Company does not have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rightsstockholder rights plan in effect.

Capitalization; Subsidiaries. (a) As of the date of this Agreement, the Section 4.3.1. The authorized capital stock of the Company consists of 151,875,000 shares of Company Common Stock. As of July 12, 2013, (i) 56,563,459 40,000,000 shares of Company Common Stock and 500,000 shares of preferred stock, par value $.10 per share (the “Company Preferred Stock”). As of December 1, 2006, there were (i) 15,062,941 shares of Company Common Stock (other than treasury shares) issued and outstanding (including 81,737 outstanding Company Restricted Shares) and outstanding, (ii) there were no 19,100 shares of Company Common Stock held in treasury. As the treasury of July 12the Company, 2013, there were 7,407,870 (iii) 1,177,440 shares of Company Common Stock reserved for issuance under Company Plans (including, as issuable upon exercise of July 12, 2013, outstanding Company Options to purchase 2,696,210 Options, (iv) 348,328 shares of Company Common Stock, 76,600 Performance Units and 670,815 shares subject to Stock issuable upon vesting of outstanding Company Restricted Share Units). Except as set forth aboveStock Awards, as of July 12, 2013, and (v) no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or Company Preferred Stock issued and outstanding. Section 4.3.2. All of the outstanding shares of capital stock of the Company are, have been duly authorized and all shares that may be validly issued pursuant to the Company Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, and are fully paid and non-assessable nonassessable and free of preemptive rights and were not subject to preemptive rights. (b) issued in violation in any material respect of any federal or state securities Laws. Except as set forth in Section 4.2(a4.3.1 or in Schedule 4.3.2 of the Company Disclosure Schedule, (i) and except as expressly permitted under Section 6.1there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound obligating the Company to issue or sell any Equity Interests, or securities convertible into or exchangeable for Equity Interests, (ii) there are no outstanding subscriptionscontractual obligations of the Company affecting the voting rights of or requiring the repurchase, redemption or disposition of any Equity Interests in the Company, and (iii) since December 1, 2006, the Company has not issued any Equity Interests, or securities convertible into or exchangeable for Equity Interests, other than as would otherwise be permitted by this Agreement. Section 4.3.3. All of the outstanding shares of capital stock or other Equity Interests of each Company Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights and, except as set forth in Schedule 4.3.3 of the Company Disclosure Schedule, are held, directly or indirectly, by the Company or another Company Subsidiary free and clear of all Liens. Except as set forth in Schedule 4.3.3 of the Company Disclosure Schedule, (i) there are no options, warrants, calls, bonds, debentures, notes, convertible securities warrants or other similar rights, agreements, arrangements or commitments or contracts of any kind character to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which the Company or any of its Subsidiaries Company Subsidiary is bound obligating the any Company Subsidiary to issue or sell any 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 inEquity Interests, or securities convertible into, into or exchangeable or exercisable forfor Equity Interests, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any other equity or equity-based awards, whether settled in cash or other property, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. Except as set forth in Section 4.2(a), (ii) there are no obligations, commitments or arrangements, contingent or otherwise, outstanding contractual obligations of the Company or any Company Subsidiary affecting the voting rights of its Subsidiaries to purchaseor requiring the repurchase, redeem redemption or otherwise acquire shares disposition of capital stock ofany Equity Interests in any Company Subsidiary, or other equity or voting interests inand (iii) since December 1, 2006, no Company Subsidiary has issued any Equity Interests, or securities convertible into, into or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stockfor Equity Interests, other voting securities or equity interests of the Company or any Subsidiary of the Company. (c) As of the date of than as would otherwise be permitted by this Agreement, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are legally and beneficially owned by the Company or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens, (x) the Company does not, directly or indirectly, own any capital stock or other equity interest in any Person other than the Subsidiaries of the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary of the Company and (z) all outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights.

Capitalization; Subsidiaries. (a) As of the date of this AgreementApril 28, 2015, the authorized capital stock of the Company consists of 151,875,000 (i) 200,000,000 shares of Company Common Stock. As , 37,074,117 of July 12, 2013, (i) 56,563,459 shares of Company Common Stock which were issued and outstanding (including 81,737 outstanding Company 356,555 Restricted Shares) ), and (ii) there were no 1,000 shares of Company Common Stock held in treasury. As of July 12preferred stock, 2013, there were 7,407,870 shares of Company Common Stock reserved for issuance under Company Plans (including, as of July 12, 2013, outstanding Company Options to purchase 2,696,210 shares of Company Common Stock, 76,600 Performance Units and 670,815 shares subject to outstanding Company Restricted Share Units). Except as set forth above, as of July 12, 2013par value $0.01 per share, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities which were issued, reserved for issuance or outstanding. All the outstanding shares of the Company’s capital stock of the Company are, and all shares that may be issued pursuant to the Company Plans will be, when issued in accordance with the terms thereof, are duly authorized, validly issued, fully paid paid, nonassessable and non-assessable and not subject to free of preemptive rights. . As of April 28, 2015, other than pursuant to the Company Benefit Plans (b) Except as set forth in Section 4.2(a) and except as expressly permitted under Section 6.1which there were 356,555 Restricted Shares outstanding), there are were no outstanding subscriptions, existing (i) options, warrants, calls, bonds, debentures, notessubscriptions or other rights, convertible securities securities, agreements or other similar rights, agreements, commitments or contracts of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound character obligating the Company or any of its Subsidiaries to issue, deliver transfer or sell, or cause to be issued, delivered or sold, additional sell any shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any other equity or equity-based awards, whether settled interest in cash or other property, or obligating the Company or any of its Subsidiaries to issueor securities convertible into or exchangeable for such shares or equity interests, grant, extend or enter into any such security, option, warrant, call, right or contract. Except as set forth in Section 4.2(a), there are no obligations, commitments or arrangements, contingent or otherwise, (ii) contractual obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire shares of any capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries or (iii) voting trusts or similar agreements to which the Company is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stock, other voting securities or equity interests of the Company or any Subsidiary capital stock of the Company. (cb) As All of the date of this Agreement, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the outstanding shares of capital stock of, or other equivalent equity interests in, of each Subsidiary of the Company Company’s Subsidiaries are legally owned of record and beneficially owned beneficially, directly or indirectly, by the Company or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens, (x. Section 4.2(b) the Company does not, directly or indirectly, own any capital stock or other equity interest in any Person other than the Subsidiaries of the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary Disclosure Letter sets forth, as of the Company date hereof, the name and (z) all outstanding shares jurisdiction of capital stock and other voting securities or equity interests of incorporation for each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rightsCompany.

Capitalization; Subsidiaries. (a) As of the date of this Agreementhereof, the authorized capital stock of the Company consists of 151,875,000 200,000,000 shares of Company Common Stock and 5,000,000 shares of the Company’s preferred stock, par value $0.50 per share (the “Preferred Stock”). As of July 12January 29, 2013, (i) 56,563,459 54,626,031 shares of Company Common Stock were issued and outstanding (including 81,737 52,731 outstanding Company Restricted Shares) and ), (ii) there no shares of Preferred Stock were no issued and outstanding, and (iii) 5,085,473 shares of Company Common Stock were held in treasury. As of July 12January 29, 2013, there were 7,407,870 (i) 229,633 shares of Company Common Stock reserved for issuance pursuant to the ESPP, (ii) 12,256,020 shares of Company Common Stock reserved for issuance under Company Plans (including, as of July 12January 29, 2013, outstanding Company Options to purchase 2,696,210 6,289,444 shares of Company Common Stock, 76,600 Performance Units and 670,815 541,688 shares subject to outstanding Company Restricted Share Units), and 587,272 Performance Units) and (iii) 825,000 shares of Company Common Stock reserved for issuance under Company Warrants. As of January 29, 2013, there were 54,613 Company Phantom Units issued and outstanding. Except as set forth above, as of July 12January 29, 2013, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the ESPP, the Company Plans and the Company Warrants will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. Section 4.2(a) of the Company Disclosure Letter sets forth, as of the date hereof, with respect to each Company Warrant, Company Option, Company Restricted Share, Company Restricted Share Unit, Performance Unit, Company Phantom Units or other equity-based award outstanding under any Company Plan, the number of shares of Company Common Stock issuable or amount payable thereunder, the expiration date and exercise or conversion price relating thereto, and, with respect to each Performance Unit, the applicable performance targets. The per share exercise price or purchase price for each Company Option was equal to or greater than the fair market value of the underlying shares of Company Common Stock determined as prescribed by the applicable Company Plan on the effective date of the corporate action effectuating the grant of such Company Option. (b) Except as set forth in Section 4.2(a) and except as expressly permitted under Section 6.1, there are no outstanding subscriptions, options, warrants, calls, bonds, debentures, notes, convertible securities or other similar rights, agreements, commitments or contracts Contracts of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any 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 securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any other equity or equity-equity based awards, whether settled in cash or other property, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. Except as set forth in Section 4.2(a), there are no obligations, commitments or arrangements, contingent or otherwise, of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition voting of or that restricts the transfer capital stock of any capital stock, other voting securities or equity interests of in the Company or any Subsidiary of the Company. (c) Except as would not be material to the Company and its Subsidiaries, taken as a whole, all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are legally and beneficially owned by the Company or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens. (d) As of the date hereof, the aggregate principal balance of this Agreementthe Company and its Subsidiaries under the Credit Agreement plus any other indebtedness for borrowed money of the Company and its Subsidiaries, together with any accrued and unpaid interest), is not more than $86,000,000. (ie) except Except as would not constitute constitute, individually or in the aggregate, a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter certificate of incorporation and Bylaws bylaws as in effect at the time of the applicable grant and grant. (iif) except Except as would not be material to the Company and its Subsidiaries Subsidiaries, taken as a whole, (w) all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have been validly issued and are legally fully paid and beneficially owned by the Company or one or more wholly owned Subsidiaries nonassessable and not subject to preemptive rights. (g) As of the Companydate of this Agreement, free and clear of all Liens, (x) the Company does not, directly or indirectly, own any capital stock or other equity interest in any Person other than the Subsidiaries of the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary of the Company and (z) all outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights.

Capitalization; Subsidiaries. (a) As of the date of this Agreementhereof, the authorized capital stock of the Company consists of 151,875,000 100,000,000 shares of Company Common Stock and 10,000,000 shares of the Company’s special stock, par value $0.10 per share (the “Special Stock”). As of July 1229, 20132014, (i) 56,563,459 38,323,704 shares of Company Common Stock were issued and outstanding (including 81,737 outstanding 546,218 shares of Company Restricted Shares) and Stock), (ii) there no shares of Special Stock were no issued and outstanding, and (iii) 27,800,315 shares of Company Common Stock were held in treasury. As of July 1229, 20132014, there were 7,407,870 (x) 425,644 shares of Company Common Stock reserved for issuance pursuant to the ESPP, and (y) 3,551,575 shares of Company Common Stock reserved for issuance under Company Plans (including, as of July 1229, 20132014, outstanding Company Options to purchase 2,696,210 701,279 shares of Company Common Stock, 76,600 Performance Units and 670,815 42,137 shares subject to outstanding Company Restricted Share Stock Units, and 119,688 shares subject to outstanding Performance Units (assuming achievement of applicable performance-based conditions at the maximum level)). Except as set forth above, as of July 1229, 20132014, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the ESPP and the Company Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. Section 4.2(a) of the Company Disclosure Letter sets forth, as of the date hereof, with respect to each Company Option, share of Company Restricted Stock, Company Restricted Stock Unit, Performance Unit or other equity-based award outstanding under any Company Plan, the number of shares of Company Common Stock issuable or amount payable thereunder (assuming achievement of applicable performance-based conditions at the maximum level), the expiration date and exercise or conversion price relating thereto, and, with respect to each Performance Unit, the applicable performance targets. The per share exercise price or purchase price for each Company Option was equal to or greater than the fair market value of the underlying shares of Company Common Stock determined as prescribed by the applicable Company Plan on the effective date of the corporate action effectuating the grant of such Company Option. (b) Except as set forth in Section 4.2(a) and except as expressly permitted under Section 6.1, there are no outstanding subscriptions, options, warrants, calls, bonds, debentures, notes, convertible securities or other similar rights, agreements, commitments or contracts Contracts of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any 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 securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any other equity or equity-equity based awards, whether settled in cash or other property, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. Except as set forth in Section 4.2(a), there are no obligations, commitments or arrangements, contingent or otherwise, of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition voting of or that restricts the transfer capital stock of any capital stock, other voting securities or equity interests of in the Company or any Subsidiary of the Company. (c) Except as would not be material to the Company and its Subsidiaries, taken as a whole, all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are legally and beneficially owned by the Company or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens. (d) As of the date hereof, the aggregate principal balance of this the Company and its Subsidiaries under the Credit Agreement, plus any other indebtedness for borrowed money of the Company and its Subsidiaries, together with any accrued and unpaid interest (ibut excluding any breakage costs), is not more than $1,923,000,000. (e) except Except as would not constitute constitute, individually or in the aggregate, a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter articles of incorporation and Bylaws bylaws as in effect at the time of the applicable grant and grant. (iif) except Except as would not be material to the Company and its Subsidiaries Subsidiaries, taken as a whole, (w) all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have been validly issued and are legally fully paid and beneficially owned by the Company or one or more wholly owned Subsidiaries nonassessable and not subject to preemptive rights. (g) As of the Companydate of this Agreement, free and clear of all Liens, (x) the Company does not, directly or indirectly, own any capital stock or other equity interest in any Person other than the Subsidiaries of the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary of the Company and (z) all outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights.

Capitalization; Subsidiaries. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of 151,875,000 6,000,000 shares of Company Common Stock. As , of July 12which 3,675,875 shares are issued and outstanding, 2013, (i) 56,563,459 and 1,000,125 shares of Company Common Stock were issued and outstanding (including 81,737 outstanding Company Restricted Shares) and (ii) there were no shares of Company Common Stock held in treasury. As of July 12, 2013, there were 7,407,870 shares of Company Common Stock reserved for future issuance pursuant to outstanding stock options and reserved for future grant under Company Plans (includingthe Company's 1998 Omnibus Stock Plan and that certain Stock Option Agreement, dated as of July 12September 18, 20131998, outstanding by and between the Company Options to purchase 2,696,210 shares of Company Common Stock, 76,600 Performance Units and 670,815 shares subject to outstanding Company Restricted Share Units▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "▇▇▇▇▇▇ Stock Option Agreement"). Except as set forth above, as Schedule 4.2(a) contains the --------------- name of July 12, 2013, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. All outstanding shares of capital stock each stockholder of the Company areand the number of Company Shares owned by each stockholder, and all shares that may be issued pursuant to as reflected on the records of the Company. All of the Company Plans will be, when issued in accordance with the terms thereof, Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to nonassessable. Except as set forth on Schedule 4.2(a), there are no (i) options, --------------- warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating now or in the future, the Company or the holders of Company Shares to issue, transfer or sell any shares of capital stock, options, warrants, calls or other equity interest of any kind whatsoever in the Company or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of the Company to repurchase, redeem or otherwise acquire any capital stock or equity interest of the Company or (iii) voting trusts, proxies or similar agreements to which the Company or any of the holders of Company Shares is a party with respect to the voting of the capital stock of the Company. None of the Company's capital stock has been issued in violation of any federal or state law. (b) Except as set forth in Section 4.2(a) and except as expressly permitted under Section 6.1, there are no outstanding subscriptions, options, warrants, calls, bonds, debentures, notes, convertible securities or other similar rights, agreements, commitments or contracts of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any 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 securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests inon Schedule 4.2(b), the Company or has no --------------- subsidiaries and does not own any of its Subsidiaries, or any other equity or equity-based awards, whether settled in cash or other property, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. Except as set forth in Section 4.2(a), there are no obligations, commitments or arrangements, contingent or otherwise, of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stock, other voting securities or equity interests of the Company or any Subsidiary of the Company. (c) As of the date of this Agreement, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the outstanding shares of capital stock ofor have any direct or indirect interest in or control over any corporation, partnership, joint venture, trust, corporation, limited liability company or other equity interests in, each Subsidiary of the Company are legally and beneficially owned by the Company or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens, (x) the Company does not, directly or indirectly, own any capital stock or other equity interest in any Person other than the Subsidiaries of the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary of the Company and (z) all outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rightsentity.

Capitalization; Subsidiaries. (a) As of the date of this Agreement, the The Company’s authorized capital stock consists solely of the Company consists of 151,875,000 shares of Company Common Stock. As of July 12, 2013, (i) 56,563,459 880,000 authorized shares of Company Common Stock were Stock, 625,000 shares of which are presently issued and outstanding, (ii) 1,190,000 authorized shares of Series A Preferred Stock, 768,072.29 shares of which are presently issued and outstanding (including 81,737 outstanding Company Restricted Shares) and (iiiii) there were no 12,000,000 authorized shares of Company Common Stock held in treasury. As of July 12Series B-1 Preferred Stock, 2013, there were 7,407,870 11,582,030 shares of Company Common Stock reserved for issuance under Company Plans which are presently issued and outstanding and (including, as of July 12, 2013, outstanding Company Options to purchase 2,696,210 iv) 3,500,000 authorized shares of Company Common Series B-2 Preferred Stock, 76,600 Performance Units 2,901,493 shares of which are presently issued and 670,815 outstanding, which shares subject to outstanding Company Restricted Share Units)are held of record by the Persons set forth in Section 3.5(a) of the Schedules in the amounts set forth opposite such Person’s name. Except as set forth abovein this Section 3.5(a) or in Section 3.5(a) of the Schedules, as of July 12, 2013, no the Company does not have (A) any shares of capital Company Stock reserved for issuance, (B) any shares of common stock, preferred stock, equity interests or other voting securities issued or outstanding, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock ofappreciation rights, phantom equity or similar rights, redemption rights, repurchase rights, convertible, exercisable or exchangeable securities, or other Contracts, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock or other ownership interest in the Company or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person, directly or indirectly (whether with or without the occurrence of any contingency), a right to subscribe for or acquire, any securities or other equity interests of the Company, and no securities or other equity interests evidencing such rights are authorized, issued or outstanding, (C) voting interests intrusts, proxies or other agreements among the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or governance of the Company, or options(D) outstanding obligations of the Company or any of the its Subsidiaries to repurchase, warrants redeem or other rights to otherwise acquire or retire any such capital stock or securities were issued, reserved for issuance or outstandingof the Company. All of the issued and outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the Company Plans will be, when issued in accordance with the terms thereof, have been duly authorized, validly issued, are fully paid and are non-assessable, none of such shares were issued in violation of any preemptive or similar rights and all of them were issued in compliance with applicable federal and state securities Laws. The aggregate accrued preferred dividends on the Series A Preferred Stock as of immediately prior to the Closing is $87,837,604. (b) All Subsidiaries of the Company are listed in Section 3.5(b) of the Schedules. All of the outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company is owned beneficially and of record as set forth in Section 3.5(b) of the Schedules, is validly issued, fully paid and non-assessable and not subject to preemptive rights. (b) Except as set forth in Section 4.2(a) free and except as expressly permitted under Section 6.1, there are no outstanding subscriptions, options, warrants, calls, bonds, debentures, notes, convertible securities or other similar rights, agreements, commitments or contracts clear of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any 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 securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any other equity or equity-based awards, whether settled in cash or other property, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contractLiens. Except as set forth in Section 4.2(a)3.5(b) of the Schedules, there are no obligations(i) shares of capital stock or other equity interests of the Company’s Subsidiaries reserved for issuance, (ii) shares of common stock, preferred stock, equity interests or other voting securities issued or outstanding, any preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, phantom equity or similar rights, redemption rights, repurchase rights, convertible, exercisable or exchangeable securities, or other Contracts, agreements, arrangements or commitments of any character relating to the issued or arrangementsunissued capital stock or other ownership interest in the Company’s Subsidiaries or any other securities or obligations convertible or exchangeable into or exercisable for, contingent or otherwisegiving any Person, directly or indirectly (whether with or without the occurrence of any contingency), a right to subscribe for or acquire, any securities or other equity interests of the Company’s Subsidiaries, nor any securities or other equity interests evidencing such rights are authorized, issued or outstanding, (iii) voting trusts, proxies or other agreements among the Company’s Subsidiaries’ stockholders or members with respect to the voting or transfer of the Company’s Subsidiaries’ capital stock or other ownership interest or governance of a Subsidiary, or (iv) outstanding obligations of the Company or any of its the Company’s Subsidiaries to purchaserepurchase, redeem or otherwise acquire shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or retire any of its Subsidiaries. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stock, other voting securities or equity interests of the Company or any Subsidiary of the Company. (c) As of the date of this Agreement, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the outstanding shares of capital stock of, or other equity ownership interests in, each Subsidiary in any Subsidiary. All of the Company are legally issued and beneficially owned by the Company or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens, (x) the Company does not, directly or indirectly, own any capital stock or other equity interest in any Person other than the Subsidiaries of the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary of the Company and (z) all outstanding shares of capital stock and or other voting securities or equity interests ownership interest of each Subsidiary of the Company Company’s Subsidiaries have been duly authorized and validly issued, and are fully paidpaid and non-assessable, nonassessable and not subject to none of such shares or ownership interest were issued in violation of any preemptive rightsor similar rights and all of them were issued in compliance with applicable federal and state securities Laws.

Capitalization; Subsidiaries. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of 151,875,000 50,500,000 shares, consisting of (a) 500,000 shares of preferred stock, par value $1.00 per share ("preferred stock"), and (b) 50,000,000 shares of Company Common Stock. As of July 1224, 20132000, (i) 56,563,459 17,520,272 shares of Company Common Stock were issued and outstanding (including 81,737 outstanding 111,200 shares of restricted Company Restricted SharesCommon Stock), all of which shares were duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) and rights, (ii) there were no shares of Company Common Stock were held in treasury. As the treasury of July 12the Company, 2013, there were 7,407,870 (iii) an aggregate of 3,484,632 shares of Company Common Stock were reserved for issuance under Company Plans and issuable upon or otherwise deliverable in connection with the exercise of outstanding Stock Rights (includingof which 1,909,666 shares were in respect of vested or exercisable options), as and (iv) $82,500,000 aggregate principal amount of July 125 3/4% Convertible Subordinated Debentures Due 2003 and $24,413,000 aggregate principal amount of 7 1/2% Convertible Subordinated Debentures Due 2012 were outstanding (together, 2013, outstanding Company Options to purchase 2,696,210 the "Convertible Debentures"). All of the shares of Company Common Stock, 76,600 Performance Units and 670,815 shares subject to outstanding Company Restricted Share Units). Except as set forth above, as of July 12, 2013, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, and all shares that Stock which may be issued pursuant to the Stock Rights of the Company Plans will be, when issued in accordance with exchange for the terms applicable exercise price thereof, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive (or similar) rights. No shares of preferred stock of the Company are outstanding or held in the treasury of the Company. Except (i) as set forth above, (ii) as a result of the exercise of Stock Rights outstanding as of July 24, 2000 and referred to above, (iii) issuances of up to 40,000 shares of Company Common Stock pursuant to the Company's Employee Stock Purchase Plan and (iv) as a result of the conversion of the Convertible Debentures into up to 3,912,635 shares of Company Common Stock, there are outstanding (a) no shares of capital stock or other voting securities of the Company, (b) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (c) no options, warrants or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (d) no equity equivalents, interests in the ownership or earnings of the Company or other similar rights (the shares, securities and other rights referred to in clauses (a), (b), (c) and (d), collectively, "Company Securities"). Except for the Stock Rights and the Convertible Debentures referred to above and except as set forth in Section 2.3(a) of the Company Disclosure Schedule, (x) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities or any voting or equity securities or interests of any subsidiary of the Company, (y) there is no voting trust or other agreement or understanding to which the Company or any of its subsidiaries is a party or is bound with respect to the voting of the capital stock or other voting securities of the Company of any of its subsidiaries and (z) there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any of its subsidiaries to which the Company or any of its subsidiaries is a party. The Company has heretofore furnished to Parent a complete and correct list, as of July 24, 2000, of the names of each holder of Stock Rights, the number of Stock Rights held by each such holder, the exercise price and vesting terms for each such Stock Right (which vesting terms, subject to Section 1.7(a) hereof, shall not be affected soley by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby) and any amendments or modifications with respect to any such Stock Right effected since March 31, 1999 (including any changes in the exercise price, changes in or acceleration of the vesting terms and any regranting of Stock Rights). (b) Except as set forth in on Section 4.2(a2.3(b) and except as expressly permitted under Section 6.1, there are no outstanding subscriptions, options, warrants, calls, bonds, debentures, notes, convertible securities or other similar rights, agreements, commitments or contracts of any kind to which the Company or any Disclosure Schedule, each of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional outstanding shares of capital stock ofof each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive (or other equity or voting interests insimilar) rights, or securities convertible into, or exchangeable or exercisable for, and all such shares of capital stock of, or other equity or voting interests in, are owned by the Company or any another wholly owned subsidiary of its Subsidiariesthe Company free and clear of all security interests, or any other equity or equity-based awardsliens, whether settled claims, pledges, agreements, limitations in cash voting rights, charges or other property, or obligating the Company or encumbrances of any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contractnature whatsoever. Except as set forth in Section 4.2(a), there There are outstanding (a) no obligations, commitments or arrangements, contingent or otherwise, securities of the Company or any of its Subsidiaries to purchase, redeem subsidiaries convertible into or otherwise acquire exchangeable for shares of capital stock ofor voting securities of any subsidiary of the Company, (b) no options, warrants or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, rights to acquire from the Company or any of its Subsidiaries. There are subsidiaries, and no shareholder agreements, voting trusts or other agreements or understandings to which obligation of the Company or any of its Subsidiaries is a party with respect subsidiaries to the holdingissue, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stock, other voting securities or securities convertible into or exchangeable for capital stock or voting securities of any subsidiary of the Company and (c) no equity equivalents, interests in the ownership or earnings of any subsidiary of the Company or other similar rights. Except as set forth on Section 2.3(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Subsidiary of the Company. (c) As of the date of this Agreementits subsidiaries to repurchase, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the outstanding redeem or otherwise acquire any shares of capital stock ofof any subsidiary or to provide funds to or make any investment in excess of $1,000,000 (in the form of a loan, capital contribution or otherwise) in any such subsidiary or any other entity. The Company has the ability to effect any action requiring the approval of the stockholders of any subsidiary of the Company and to designate all of the members of the board of directors of each subsidiary of the Company. Section 2.3(b) of the Company Disclosure Schedule sets forth a complete and correct list of all of the subsidiaries of the Company; such list sets forth the amount of capital stock or other equity or voting securities or interests in(i) authorized, each Subsidiary of the Company are legally (ii) outstanding and beneficially (iii) owned by the Company or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens, (x) the Company does not, directly or indirectly, own in such subsidiaries. Section 2.3(b) of the Company Disclosure Schedule sets forth a complete and correct list of all entities (other than subsidiaries of the Company) in which the Company owns, directly or indirectly, any equity interest with a fair market value or book value in excess of $1,000,000; such list sets forth the amount of capital stock or other equity interest in any Person other than the Subsidiaries of or voting securities or interests (i) authorized, (ii) outstanding and (iii) owned by the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary of the Company and (z) all outstanding shares of capital stock and other voting securities directly or equity interests of each Subsidiary of the Company have been duly authorized and validly issuedindirectly, are fully paid, nonassessable and not subject to any preemptive rightsin such entities.

Capitalization; Subsidiaries. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of 151,875,000 500,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. . (b) As of July 12, 2013, the date hereof: (i) 56,563,459 7,398,316 shares of Company Common Stock are issued and outstanding and no shares of Preferred Stock were issued and outstanding; (ii) the Company has reserved an aggregate of 322,545 shares of Company Common Stock for issuance under the Company’s equity compensation plans, an aggregate of 317,809 shares of Company Common Stock that are issuable upon the achievement of certain product development milestones, and 71,500 shares of Company Common Stock reserved for issuance upon the conversion of a certain note issued by the Company to ICON; and (iii) warrants to purchase 22,118,779 shares of Company Common Stock were issued and outstanding (c) all outstanding (including 81,737 outstanding Company Restricted Shares) and (ii) there were no shares of Company Common Stock held in treasury. As of July 12, 2013, there were 7,407,870 shares of Company Common Stock reserved for issuance under Company Plans (including, as of July 12, 2013, outstanding Company Options to purchase 2,696,210 shares of Company Common Stock, 76,600 Performance Units and 670,815 shares subject to outstanding Company Restricted Share Units). Except as set forth above, as of July 12, 2013, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the Company Plans will be, when issued in accordance with the terms thereof, are duly authorized, validly issued, fully paid and non-assessable assessable, and are not subject to and were not issued in violation of any preemptive rightsor similar right, purchase option, call or right of first refusal or similar right. (bd) Except as set forth in Section 4.2(a3.5(b) above or in Section 3.5 of the Company Disclosure Letter, there have not been reserved for issuance, and except as expressly permitted under Section 6.1, there are no outstanding subscriptions, options, warrants, calls, bonds, debentures, notes, convertible securities or other similar rights, agreements, commitments or contracts of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional (i) shares of capital stock of, or other equity or voting interests in, or securities of the Company; (ii) securities (including without limitation convertible into, notes) of the Company convertible into or exchangeable or exercisable for, for shares of capital stock ofor voting securities of the Company; (iii) other rights or options to acquire from the Company, or other equity or voting interests in, obligations of the Company or any of its Subsidiaries, or any other equity or equity-based awards, whether settled in cash or other property, or obligating the Company or any of its Subsidiaries to issue, grantany shares of capital stock, extend voting securities or enter securities convertible into any such securityor exchangeable for shares of capital stock or voting securities of the Company, option, warrant, call, right as the case may be; or contract. Except as set forth (iv) equity equivalent interests in Section 4.2(a), there are no obligations, commitments the ownership or arrangements, contingent or otherwise, earnings of the Company or any (the items in clauses (i) through (iv) collectively, “Company Securities”). There are no outstanding obligations of its Subsidiaries the Company to purchaserepurchase, redeem or otherwise acquire shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the any Company or any of its SubsidiariesSecurities. There are no shareholder agreements, voting trusts or other agreements or understandings to preemptive rights of any kind which obligate the Company to issue or deliver any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stock, other voting securities or equity interests of the Company or any Subsidiary of the CompanySecurities. (ce) The Company has not declared or paid any dividend or distribution in respect of any Company Securities, and the Company has not issued, sold, repurchased, redeemed or otherwise acquired any Company Securities, and the Board of Directors has not authorized any of the foregoing. (f) As of the date of this Agreementhereof, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Planshas not entered into any commitment, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the outstanding shares of capital stock ofarrangement or agreement, or other equity interests inis otherwise obligated, each Subsidiary of the Company are legally and beneficially owned by the Company to contribute capital, loan money or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens, make additional investments in any Person. (xg) the The Company does notnot own, directly or indirectly, own any capital stock or other equity interest in securities of any Person other than the Subsidiaries of the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary of the Company and (z) all outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rightsPerson.

Capitalization; Subsidiaries. (a) As of the date of this Agreementhereof, the authorized capital stock of the Company consists of 151,875,000 625,000,000 shares of Company Class A Common Stock, 130,000,000 shares of Company Class B Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Stock”). As At the close of July 12business on August 3, 20132023 (the “Capitalization Date”), (i) 56,563,459 21,218,896 shares of Company Class A Common Stock were issued and outstanding, (ii) 1,605,382 shares of Company Class A Common Stock were subject to outstanding Company Restricted Stock Units, (iii) 212,105 shares of Company Class A Common Stock were subject to outstanding Company Performance Restricted Stock Units (assuming the achievement of applicable performance goals at the target level), (iv) 3,179,030 shares of Company Class A Common Stock were available for issuance for awards not yet granted under the Company Plan, (v) 103,547,021 shares of Company Class B Common Stock were issued and outstanding (including 81,737 outstanding Company Restricted Shares) and (iivi) there were no shares of Company Common Preferred Stock held in treasury. As of July 12, 2013, there were 7,407,870 shares of Company Common Stock reserved for issuance under Company Plans (including, as of July 12, 2013, outstanding Company Options to purchase 2,696,210 shares of Company Common Stock, 76,600 Performance Units and 670,815 shares subject to outstanding Company Restricted Share Units)issued or outstanding. Except as set forth aboveabove or in connection with the conversion of any Common Units, as at the close of July 12, 2013business on the Capitalization Date, no shares of capital stock of, or other equity equity, voting or voting ownership interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company areCompany, and all such shares that may be issued pursuant prior to the Company Plans Merger Closing Date will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsassessable. (b) Except as set forth in this Section 4.2(a) 4.2(b), the Common Units and except as expressly permitted under Section 6.1, there are no outstanding subscriptionsrights, options, warrants, callsconversion rights, bondsstock appreciation rights, debenturesredemption rights, notes, convertible securities or other similar repurchase rights, agreements, arrangements, calls, commitments or contracts rights of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Class A Common Stock or the capital stock of, or other equity securities of the Company or voting interests in, any Company Subsidiaries or any securities or obligations convertible into, or exchangeable or exercisable for, valued by reference to or giving any Person a right to subscribe for or acquire, any shares of Company Class A Common Stock or any securities of the Company or any Company Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. All of the outstanding shares of capital stock of, or other equity equity, voting or voting ownership interests in, the each Company or any of its Subsidiaries, or any other equity or equity-based awards, whether settled in cash or other property, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. Except as set forth in Section 4.2(a), there are no obligations, commitments or arrangements, contingent or otherwise, of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stock, other voting securities or equity interests of the Company or any Subsidiary of the Company. (c) As of the date of this Agreement, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plansvalidly issued and are fully paid and nonassessable and, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries Subsidiaries, taken as a whole, (w) all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are legally and beneficially owned by the Company or one or more wholly wholly-owned Subsidiaries of the CompanyCompany Subsidiaries, free and clear of all Liens (except for Permitted Liens) and free and clear of any other restriction (including any restriction on the right to vote, (x) the Company does not, directly sell or indirectly, own any dispose of such capital stock or other equity interest in any Person other than the Subsidiaries of the Companyequity, (y) no shares of capital stock of the Company are owned voting or ownership interests), except for restrictions imposed by any Subsidiary of the Company and (z) all outstanding shares of capital stock and other voting applicable securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rightsLaws.

Capitalization; Subsidiaries. (a) As of the date close of this Agreementbusiness on September 30, 2022, the authorized capital stock of the Company consists of 151,875,000 shares of Company Common Stock. As of July 12, 2013, (i) 56,563,459 shares of Company Common Stock were issued and outstanding (including 81,737 outstanding Company Restricted Shares) and (ii) there were no shares of Company Common Stock held in treasury. As of July 12, 2013, there were 7,407,870 shares of Company Common Stock reserved for issuance under Company Plans (including, as of July 12, 2013, outstanding Company Options to purchase 2,696,210 100,000,000 shares of Company Common Stock, 76,600 Performance Units 29,922,028 of which were issued and 670,815 shares subject to outstanding outstanding, none of which were held by the Company Restricted Share Units). Except as set forth abovetreasury stock, as of July 12, 2013, no and (ii) 100,000,000 shares of capital stock ofpreferred stock, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities zero of which were issued, reserved for issuance or issued and outstanding. All outstanding No shares of capital stock Company Common Stock are held by Subsidiaries of the Company are, and all shares that may be issued pursuant to or the Company Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsJV. (b) Except as set forth All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. All of the Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or an appropriate exemption therefrom and in Section 4.2(aaccordance with the Investment Company Act. (c) and except as expressly permitted under Section 6.1As of the date hereof, there are no outstanding subscriptions, existing (i) options, warrants, calls, bonds, debentures, notessubscriptions or other rights, convertible securities securities, agreements or other similar rights, agreements, commitments or contracts of any kind character to which the Company or any of its Subsidiaries or the Company JV is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries or the Company JV to issue, deliver transfer or sell, or cause to be issued, delivered or sold, additional sell any shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any other equity or equity-based awards, whether settled interest in cash or other property, or obligating the Company or any of its Subsidiaries to issueor the Company JV or securities convertible into or exchangeable for such shares or equity interests, grant, extend or enter into any such security, option, warrant, call, right or contract. Except as set forth in Section 4.2(a), there are no obligations, commitments or arrangements, contingent or otherwise, (ii) contractual obligations of the Company or any of its Subsidiaries or the Company JV to purchaserepurchase, redeem or otherwise acquire shares of any capital stock ofof the Company or any of its Subsidiaries or the Company JV or any securities representing the right to purchase or otherwise receive capital stock of the Company or any of its Subsidiaries or the Company JV, (iii) appreciation rights, phantom equity or similar rights with respect to, or other equity valued in whole or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests inin part in reference to, the Company or any of its Subsidiaries. There are no shareholder agreements, Subsidiaries or the Company JV or (iv) voting trusts or other similar agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stock, other voting securities or equity interests of the Company or any Subsidiary capital stock of the Company. (cd) As of the date of this Agreement, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the outstanding shares of capital stock of, or other equity interests in, each Each Subsidiary of the Company are legally on the date hereof and beneficially owned by the Company or one or more wholly owned Subsidiaries JV is listed on Section 3.2(d) of the CompanyCompany Disclosure Letter. Except as set forth on Section 3.2(d) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary and the Company JV, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (xif applicable) the Company does not, directly or indirectly, own any capital stock or other equity interest in any Person other than the Subsidiaries of the Company, (y) no shares of capital stock of the Company ownership interests are owned by any Subsidiary of the Company and (z) all outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, issued and are fully paid, nonassessable and not subject to any free of preemptive rights. The Company has made available to Parent the currently effective corporate or other organizational documents for each of its Subsidiaries and the Company JV.

Capitalization; Subsidiaries. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of 151,875,000 9,530,902 shares of Company Common Stock and 4,137,846 shares of Preferred Stock. On the date hereof and, except to the extent Stock Options are exercised prior to the Closing, as of the Closing, 3,385,510 shares of Common Stock and 4,137,846 shares of Preferred Stock are issued and outstanding, all of which shares are owned beneficially and of record by Seller. All of the issued and outstanding shares of Common Stock and Preferred Stock have been duly authorized, validly issued and are fully paid and non-assessable and free of any preemptive rights in respect thereto. As of July 12the date hereof and, 2013, (i) 56,563,459 shares of Company Common except to the extent Stock were issued and outstanding (including 81,737 outstanding Company Restricted Shares) and (ii) there were no shares of Company Common Stock held in treasury. As of July 12, 2013, there were 7,407,870 shares of Company Common Stock reserved for issuance under Company Plans (includingOptions are exercised prior to the Closing, as of July 12the Closing, 2013, outstanding Company Options to purchase 2,696,210 shares of Company Common Stock, 76,600 Performance Units and 670,815 shares subject to outstanding Company Restricted Share Units). Except as set forth above, as of July 12, 2013, there are no shares of capital stock of, issued or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company areother than 3,385,510 shares of Common Stock and 4,137,846 shares of Preferred Stock, and except as described on Schedule 4.2(a), (i) there are no shares of capital stock of the Company held in treasury and (ii) there are no subscriptions, options, “phantom” stock rights, stock appreciation rights, warrants or other rights entitling any Person to acquire or otherwise receive from the Company any shares of capital stock or securities of the Company convertible into or exchangeable for capital stock of the Company. Except as described on Schedule 4.2(a), there are no Contracts relating to the grant, issuance, repurchase, redemption or other acquisition by the Company of any Common Stock or any Preferred Stock. Except as described on Schedule 4.2(a), there are no voting trusts, shareholder agreements, proxies or other restrictions that restrict or limit the voting, sale or other disposition of any shares of Common Stock or Preferred Stock. No Person has any right of first offer, right of first refusal or preemptive right in connection with any future offer, sale or issuance of capital stock of the Company. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or are convertible into, exchangeable for or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders of the Company on any matter. Schedule 4.2(a) sets forth a true and correct list as of the date hereof of all outstanding Stock Options issued under the Company Stock Plan, including the holder to whom the Stock Option was issued, date of grant, type of award, first vesting date, number of shares that may of Common Stock underlying such Stock Option and the exercise price per share of Common Stock. All Stock Options are out-of-the-money and shall not be issued entitled to any payment pursuant to Section 2.6(e). (b) Schedule 4.2(b) sets forth the names of each Subsidiary of the Company and shows for each such Subsidiary: (i) its jurisdiction of organization; (ii) the authorized and outstanding capital stock or other equity securities of each such Subsidiary; and (iii) the identity of and number of shares of such capital stock or other equity securities owned of record by each holder thereof. Except as set forth on Schedule 4.2(b), (x) the Company has no Subsidiaries and (y) the Company does not own any capital stock or other equity securities of any other Person. (c) Each Subsidiary of the Company is duly organized, validly existing and in good standing in its jurisdiction of organization, with all requisite corporate or other similar power to own, lease and operate its property and to carry on its business as now being conducted. (d) Each such Subsidiary is duly qualified and/or licensed to do business and is in good standing as a foreign corporation or limited liability company in each jurisdiction in which the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to be material to the Company Plans will beand its Subsidiaries, when taken as a whole. (e) All of the issued in accordance with and outstanding shares of capital stock or other equity securities of each Subsidiary of the terms thereof, Company are duly authorized, validly issued, fully paid and non-assessable and not subject (to preemptive rights. (b) Except as set forth in Section 4.2(athe extent that such concepts are applicable) and except as expressly permitted under Section 6.1, there are no outstanding subscriptions, options, warrants, calls, bonds, debentures, notes, convertible securities or other similar rights, agreements, commitments or contracts free of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any 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 securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any other equity or equity-based awards, whether settled in cash or other property, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contractpreemptive rights with respect thereto. Except as set forth in Section 4.2(adescribed on Schedule 4.2(e), there are no obligations, commitments or arrangements, contingent or otherwise, of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stock, other voting securities or equity interests of the Company or any Subsidiary of the Company. (c) As of the date of this Agreement, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the issued or outstanding shares of capital stock of, or other equity interests in, each Subsidiary securities of the Company are legally and beneficially owned by the Company or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens, (x) the Company does not, directly or indirectly, own any capital stock or other equity interest in any Person other than the Subsidiaries of the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary of the Company and (zii) all outstanding subscriptions, options, “phantom” stock rights, stock appreciation rights, warrants or other rights entitling any Person to acquire or otherwise receive from any Subsidiary of the Company any shares of capital stock or other equity securities of such Subsidiary convertible into or exchangeable for capital stock or other equity securities of such Subsidiary (collectively, the “Subsidiary Securities”). Except as described on Schedule 4.2(e), no Subsidiary Securities are held in treasury. Except as described on Schedule 4.2(e), there are no Contracts relating to the grant, issuance, repurchase, redemption or other acquisition by any Subsidiary of the Company of any Subsidiary Securities. Except as described on Schedule 4.2(e), there are no voting trusts, shareholder agreements, proxies or other restrictions that restrict or limit the voting, sale or other disposition of any Subsidiary Securities. No Person has any right of first offer, right of first refusal or preemptive right in connection with any future offer, sale or issuance of any Subsidiary Securities. No Subsidiary of the Company has any authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or are convertible into, exchangeable for or evidencing the right to subscribe for or acquire securities having the right to vote) with the holders of any Subsidiary Securities on any matter. (f) None of the Company and its Subsidiaries is obligated to make any investment in or capital contribution to any Person. (g) The Company has provided to Parent true and complete copies of the certificate of incorporation, by-laws or other voting securities or equity interests applicable organizational documents of each Subsidiary of the Company have been duly authorized and validly issuedCompany, are fully paid, nonassessable and not subject to any preemptive rightseach as in effect on the date hereof.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company (the "Company Stock") consists of 68,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stock, $0.001 par value (the "Company Preferred Stock"). As of December 13, 2006, there were 8,333,605 shares of Company Common Stock and no shares of any other class of the Company's capital stock outstanding. As of December 13, 2006, options to acquire 3,850,000 shares of Company Common Stock have been granted pursuant to the Company's 2006 Incentive Stock Option Plan (the "Company Option Plan") and were outstanding and options to acquire 327,728 shares of Company Common Stock that were not granted pursuant to the Company Option Plan were outstanding, all of such options being described on Section 1.3(c) of the Disclosure Schedule. As of December 13, 2006, there were also outstanding securities convertible into or exercisable for approximately an additional 9,025,585 shares of Company Common Stock, all of such securities being described on Section 1.3(d) of the Disclosure Schedule. The Company has also reserved a total of approximately 3,400,206 shares of Company Common Stock for issuance in connection with the Loan Conversion (as defined in Section 4.1(b)). Since December 13, 2006, the Company has not issued any additional shares of Company Stock (except as contemplated by Section 4.1(b)), nor has it granted or otherwise promised or undertaken to grant any additional options or other rights that are convertible into, or exercisable for, Company Stock or other ownership rights of the Company (except as contemplated by Section 4.1(b)), nor has it made representations or commitments that are convertible into, or exercisable for, Company Stock or other ownership rights of the Company. All issued and outstanding shares of Company Stock have been duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights. Except as described on Section 1.3(c) and Section 1.3(d) of the Disclosure Schedule, the Company does not have outstanding any subscription, option, put, call, warrant or other right or commitment to issue or any obligation or commitment to redeem or purchase, any of its authorized capital stock or any securities convertible into or exchangeable for any of its authorized capital stock. There are no stockholder agreements, voting agreements, voting trusts or other similar arrangements to which the Company is a party which have the effect of restricting or limiting the transfer, voting or other rights associated with the capital stock of the Company. Section 2.2(a) of the Disclosure Schedule contains a true, accurate and correct stockholders' list, setting forth the number of shares of Company Stock owned beneficially and of record by each stockholder of the Company as of the date of this Agreement, the authorized capital stock of the Company consists of 151,875,000 shares of Company Common Stock. As of July 12, 2013, (i) 56,563,459 shares of Company Common Stock were issued and a list setting forth all outstanding (including 81,737 outstanding Company Restricted Shares) options and (ii) there were no shares of Company Common Stock held in treasury. As of July 12, 2013, there were 7,407,870 shares of Company Common Stock reserved for issuance under Company Plans (including, as of July 12, 2013, outstanding Company Options to purchase 2,696,210 shares of Company Common Stock, 76,600 Performance Units and 670,815 shares subject to outstanding Company Restricted Share Units). Except as set forth above, as of July 12, 2013, no shares of capital stock ofother rights convertible into, or other equity or voting interests inexercisable for, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, and Stock as well as all shares that may be issued pursuant to the Company Plans will be, when issued in accordance with the terms holders thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (b) Except as set forth in Section 4.2(a) and except as expressly permitted under Section 6.1The Company has no Subsidiaries. The Company does not own, there are no outstanding subscriptionsdirectly or indirectly, options, warrants, calls, bonds, debentures, notes, convertible securities any equity or other similar rights, agreements, commitments or contracts of any kind to which the Company interest or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any 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 securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any other equity or equity-based awards, whether settled in cash or other property, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. Except as set forth in Section 4.2(a), there are no obligations, commitments or arrangements, (contingent or otherwise) to acquire the same in any corporation, of the Company or any of its Subsidiaries to purchasepartnership, redeem or otherwise acquire shares of capital stock ofjoint venture, business, trust or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stock, other voting securities or equity interests of the Company or any Subsidiary of the Companyentity. (c) As Except as set forth on Section 2.2(c) of the date Disclosure Schedule, the Company has not granted any registration or similar rights to, or entered into any agreement relating to such rights with, any person relating to the registration of this Agreement, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards any of the shares of its capital stock under the Company Plans have been granted in compliance with Securities Act or the terms Securities Exchange Act of 1934, as amended (the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are legally and beneficially owned by the Company or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens, (x) the Company does not, directly or indirectly, own any capital stock or other equity interest in any Person other than the Subsidiaries of the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary of the Company and (z) all outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights"Exchange Act").

Capitalization; Subsidiaries. (ai) As of the date of this Agreement, the authorized The stated capital stock of the Company consists is US$1,695,327,193.42, consisting of 151,875,000 shares of Company Common Stock. As of July 12, 2013(A) 52,706,195 Ordinary Shares issued and outstanding, (iB) 56,563,459 shares 38,971,539 Class B Shares issued and outstanding, and (C) 45,671,846 Ordinary Shares reserved for issuance in respect of Company Common Stock were outstanding options to acquire Ordinary Shares, restricted share units issued and outstanding (including 81,737 outstanding Company Restricted and Class B Shares convertible into Ordinary Shares) and (ii) there were no shares of Company Common Stock held , in treasury. As of July 12, 2013, there were 7,407,870 shares of Company Common Stock reserved for issuance under Company Plans (including, each case as of July 12March 31, 2013, outstanding Company Options to purchase 2,696,210 shares of Company Common Stock, 76,600 Performance Units and 670,815 shares subject to outstanding Company Restricted Share Units)2017. Except as set forth abovein this Section 3.1(g), as of July 12the Company has no outstanding bonds, 2013debentures, no shares of capital stock of, notes or other equity or voting interests inobligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. (ii) As of March 31, 2017, 6,700,307 Ordinary Shares were issuable pursuant to 333,121 options and 6,367,186 restricted share units issued and outstanding pursuant to the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding’s 2001 Equity Option Plan and 2010 Share Incentive Plan. All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the Company Plans will be, when issued in accordance with the terms thereof, Ordinary Shares have been duly authorized, validly issued, fully paid and non-assessable and not subject to free of preemptive rights. (biii) Except as set forth above in this Section 4.2(a3.1(g) and except as expressly permitted under Section 6.1the Company’s share buyback program, there are no outstanding subscriptions(A) shares of capital stock or voting securities of the Company, (B) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (C) (other than as set out in the transaction agreement by and among the Company, MIH Internet SEA Pte. Ltd. and MIH B2C Holdings B.V. dated October 18, 2016 (as amended, supplemented or modified from time to time) and the terms of the Class B Shares) preemptive or other outstanding rights, options, warrants, callsconversion rights, bonds“phantom” stock rights, debenturesstock appreciation rights, notesredemption rights, convertible securities or other similar repurchase rights, agreements, arrangements, calls, commitments or contracts rights of any kind to which that obligate the Company to issue or sell any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any 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 securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any other equity or equity-based awards, whether settled in cash or other property, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. Except as set forth in Section 4.2(a), there are no obligations, commitments or arrangements, contingent or otherwise, of the Company or any of its Subsidiaries to purchase, redeem securities or otherwise acquire shares of capital stock of, or other equity or voting interests in, or securities obligations convertible into, or exchangeable into or exercisable for, shares of capital stock ofor giving any Person a right to subscribe for or acquire, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stock, other voting securities or equity interests of the Company or any Subsidiary of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (civ) As of the date of this Agreement, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the All outstanding shares of capital stock of, or other equity interests in, each Subsidiary securities of the Company are legally and beneficially owned by the Company or one or more wholly owned Subsidiaries of Historical Subsidiary and, to the Company’s knowledge, free the Ibibo Group are duly authorized, validly issued, fully paid and clear of non-assessable and all Lienssuch shares in the Historical Subsidiary and, to the Company’s knowledge, the Ibibo Group (xexcept for directors’ qualifying shares or the like) the Company does notare owned, directly or indirectly, own by the Company free and clear of any capital stock or other equity interest Liens. (v) There are no Subsidiaries that meet the definition of a “significant subsidiary” in any Person Article 1, Rule 1-02 of Regulation S-X under the Exchange Act, other than the Subsidiaries Historical Subsidiary set forth in Schedule A hereto and, to the Company’s knowledge, the members of the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary of the Company and (z) all outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rightsIbibo Group set forth on Schedule B hereto.

Capitalization; Subsidiaries. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of 151,875,000 75,000,000 shares of Company Common StockStock and 5,000,000 of preferred stock, par value $.001 per share. As of July 12, 2013, the date of this Agreement: (i) 56,563,459 16,519,250 shares of Company Common Stock were have been issued and outstanding (including 81,737 outstanding Company Restricted Shares) and are outstanding; (ii) there were no 473,668 shares of Company Common Stock are held in treasury. As the treasury of July 12, 2013, there were 7,407,870 the Company; (iii) 391,750 shares of Company Common Stock reserved for issuance under Company Plans (including, as of July 12, 2013, outstanding Company Options to purchase 2,696,210 shares of Company Common Stock, 76,600 Performance Units and 670,815 shares are subject to outstanding RSUs granted under the Stock Plans; (iv) 3,422,386 shares of Common Stock are subject to outstanding Options granted under the Stock Plans; and (v) no other Equity-Related Securities of the Company Restricted Share Units)are outstanding. Except as set forth aboveFor purposes of this Agreement, as of July 12“Equity-Related Securities” means, 2013with respect to an entity, no (A) shares of capital stock of, or other equity or voting interests insecurities of such entity, the Company, or options, warrants or other rights to acquire any (B) securities of such stock or securities were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, and all shares entity that may be issued pursuant to the Company Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (b) Except as set forth in Section 4.2(a) and except as expressly permitted under Section 6.1, there are no outstanding subscriptions, options, warrants, calls, bonds, debentures, notes, convertible securities or other similar rights, agreements, commitments or contracts of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any 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 securities convertible into, or exchangeable or exercisable for, shares of capital stock ofor voting securities of such entity, (C) options, warrants, calls, profits interests, stock appreciation rights, phantom stock or other rights to acquire from such entity, or other equity or voting interests in, the Company or any obligations of its Subsidiaries, or any other equity or equity-based awards, whether settled in cash or other property, or obligating the Company or any of its Subsidiaries such entity to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. Except as set forth in Section 4.2(a), there are no obligations, commitments or arrangements, contingent or otherwise, of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire shares of capital stock ofstock, or other equity or voting interests insecurities, or securities convertible into, or exchangeable or exercisable for, shares of capital stock ofor voting securities of such entity, and (D) equity equivalents or other equity interests in the ownership or voting interests in, earnings of such entity. All of the Company or any of its Subsidiaries. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stock, other voting securities or equity interests outstanding Equity-Related Securities of the Company or any Subsidiary of the Company. (c) As of the date of this Agreement, (i) except as would not constitute a Company Material Adverse Effect, all Company Options were offered and other equity-based awards under the Company Plans have been granted issued in compliance with all applicable securities laws, including the terms of the applicable Company Plans, with applicable Laws, Securities Act and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the “blue sky” laws. All outstanding shares of capital stock ofCommon Stock were duly authorized, were issued free of (or other equity interests inin compliance with) preemptive (or similar) rights, each Subsidiary of the Company and are legally and beneficially owned by the Company or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens, (x) the Company does not, directly or indirectly, own any capital stock or other equity interest in any Person other than the Subsidiaries of the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary of the Company and (z) all outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable paid and not subject to any preemptive rightsnonassessable.

Capitalization; Subsidiaries. (a) As of the date of this Agreement, the Section 4.3.1 The authorized capital stock of the Company consists of 151,875,000 shares of Company Common Stock. As of July 12, 2013, (i) 56,563,459 325,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $1.00 per share (the “Company Preferred Stock”), of which 300,000 shares have been designated shares of Series A Junior Participating Preferred Stock. As of June 30, 2005, there were (a) 109,495,202 shares of Company Common Stock (other than treasury shares) issued and outstanding outstanding, (including 81,737 outstanding Company Restricted Sharesb) and (ii) there were no 8,283,316 shares of Company Common Stock held in treasury. As the treasury of July 12the Company, 2013, there were 7,407,870 (c) 5,836,703 shares of Company Common Stock reserved for issuance under Company Plans (including, as issuable upon exercise of July 12, 2013, outstanding Company Options to purchase 2,696,210 Options, (d) 1,231,078 shares of Company Common StockStock issuable pursuant to Performance Unit Awards, 76,600 Performance Units (e) 15,432,080 shares of Company Common Stock issuable upon conversion of the Company’s Convertible Notes and 670,815 shares subject to outstanding Company Restricted Share Units). Except as set forth above, as of July 12, 2013, (f) no shares of capital stock of, or other equity or voting interests in, Company Preferred Stock issued and outstanding. Section 4.3.2 All of the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, have been duly authorized and all shares that may be validly issued pursuant to the Company Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, and are fully paid and non-assessable nonassessable and not subject to free of preemptive rights. (b) . Except for the shares of Company Common Stock issuable upon the conversion of the Convertible Notes and as set forth in Section 4.2(a) and except as expressly permitted under Section 6.14.3.1, there are no outstanding subscriptions, options, warrants, calls, bonds, debentures, notes, convertible securities warrants or other similar rights, agreements, arrangements or commitments or contracts of any kind character to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which the Company or any of its Subsidiaries Company Subsidiary is bound relating to the issued or unissued Equity Interests of the Company, or securities convertible into or exchangeable for such Equity Interests, or obligating the Company to issue or sell any shares of its Subsidiaries to issue, deliver capital stock or sellother Equity Interests, or cause to be issued, delivered securities convertible into or sold, additional shares of exchangeable for such capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests Equity Interests in, the Company or any of its Subsidiaries, or any other equity or equity-based awards, whether settled in cash or other property, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contractCompany. Except as set forth in Section 4.2(a)4.3.1, there are no obligations, commitments or arrangements, contingent or otherwise, outstanding contractual obligations of the Company or any Company Subsidiary affecting the voting rights of or requiring the repurchase, redemption or disposition of, any Equity Interests in the Company. Except as set forth in Section 4.3.1, upon the conversion of the Convertible Notes or as would otherwise be permitted by this Agreement, since June 30, 2005, the Company has not issued any shares of its Subsidiaries to purchase, redeem or otherwise acquire shares of capital stock of, or other equity or voting interests instock, or securities convertible into, into or exchangeable or exercisable for, shares of for such capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of or that restricts the transfer of any capital stock, other voting securities or equity interests of the Company or any Subsidiary of Equity Interests in the Company. (c) As Section 4.3.3 Each outstanding share of the date of this Agreement, (i) except as would not constitute a Company Material Adverse Effect, all Company Options and other equity-based awards under the Company Plans have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s Charter and Bylaws as in effect at the time of the applicable grant and (ii) except as would not be material to the Company and its Subsidiaries taken as a whole, (w) all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are legally and beneficially owned by the Company or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens, (x) the Company does not, directly or indirectly, own any capital stock or other equity interest in any Person other than the Subsidiaries of the Company, (y) no shares of capital stock of the Company are owned by any Subsidiary of the Company and (z) all outstanding shares of capital stock and other voting securities or equity interests of each Company Subsidiary of the Company have been is duly authorized and authorized, validly issued, are fully paid, nonassessable and not subject free of preemptive rights and is held, directly or indirectly, by the Company or another Company Subsidiary free and clear of all claims, liens and encumbrances. Except as set forth in Section 4.3.1, there are no subscriptions, options, warrants, rights, calls, contracts or other commitments, understandings, restrictions or arrangements relating to the issuance or sale with respect to any preemptive rightsshares of capital stock or other ownership interests of any Company Subsidiary, including any right of conversion or exchange under any outstanding security, instrument or agreement.