Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 900,000,000 shares of Company Common Stock and 5,000,000 shares of Company Preferred Stock. As of the close of business on October 1, 2015, there were issued and outstanding (i) 195,674,666 shares of Company Common Stock (with zero shares of Company Common Stock held by the Company in treasury), (ii) zero shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 13,945,547 shares of Company Common Stock (of which options to purchase an aggregate of 12,007,635 shares of Company Common Stock were exercisable), (iv) Company Restricted Stock Units in respect of 6,856,788 shares of Company Common Stock, (v) Company Performance Restricted Stock Units in respect of 1,042,769 shares of Company Common Stock (assuming achievement of the target level of performance at the end of the applicable performance period), and (vi) 203,467 shares of Company Common Stock issuable in connection with Company Special Shares. From the close of business on October 1, 2015 until the date of this Agreement, no shares of Company Common Stock, shares of Company Preferred Stock, Company Stock Options, Company Restricted Stock Units or Company Performance Restricted Stock Units have been issued or granted except for shares of Company Common Stock issued pursuant to the exercise of Company Stock Options, the vesting of Company Restricted Stock Units or Company Performance Restricted Stock Units, or in connection with the Company Special Shares, in each case outstanding on October 1, 2015. All of the issued and outstanding shares of the Company’s capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. As of the date of this Agreement, other than pursuant to the Company Equity Plans, the ESPP, or the Company Special Shares, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell any capital stock or other equity interest (or securities convertible or exchangeable into such capital stock or equity interest) in, the Company or any of its Subsidiaries, (ii) rights that are linked to, or based upon, the value of Company Common Stock, (iii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other equity interests of the Company or any of its Subsidiaries, or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock or equity interests of the Company. There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. (b) All of the outstanding capital stock or equivalent equity interests of each of the Company’s Subsidiaries are validly issued, fully paid (to the extent required under the applicable governing documents) and nonassessable and all such shares (other than directors’ qualifying shares) are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all material Liens, pledges, security interests or other encumbrances. (c) No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security, or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements, except, in each case, to or with the Company or any other Subsidiary of the Company. Other than the Company Special Shares, there are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its capital stock or other equity interests, except, in each case, to or with the Company or any other Subsidiary of the Company. (d) Neither the Company nor any of its Subsidiaries owns any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, trust or other entity, other than a Subsidiary of the Company, which interest or investment is material to the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of its Subsidiaries has agreed or is obligated to, directly or indirectly, make any future investment in or capital contribution or advance to any Person (other than in or to the Company or any of its Subsidiaries). (f) Prior to the date hereof, the Company has provided Parent with a complete and correct list of (i) each outstanding Company Stock Option including the date of grant, exercise price, vesting schedule, and number of shares of Company Common Stock subject thereto, and (ii) each Company Restricted Stock Unit and Company Performance Restricted Stock Unit, including the date of grant, vesting schedule and number of shares of Company Common Stock thereof (assuming achievement of the target level of performance at the end of the applicable performance period for each Company Performance Restricted Stock Unit). All grants of Company Stock Options, Company Restricted Stock Units, and Company Performance Restricted Stock Units were validly issued and properly approved by the board of directors of the Company (or a committee thereof) in accordance with the applicable Company Equity Plan and applicable Law, including the Nasdaq Rules, and with the rules of any other applicable stock exchanges. (g) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose, or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 900,000,000 250,000,000 shares of Company Common Stock and 5,000,000 25,000,000 shares of Company Preferred Stock. As of the close of business on October 1November 9, 20152018, there were issued and outstanding (i) 195,674,666 7,957,988 shares of Company Common Stock (with zero shares of Company Common Stock held by the Company in treasury), (ii) zero shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 13,945,547 920,366 shares of Company Common Stock (of which options to purchase an aggregate of 12,007,635 487,559 shares of Company Common Stock were exercisable), and (iviii) Company Restricted Stock Units in respect Warrants to purchase an aggregate of 6,856,788 278,493 shares of Company Common Stock, (v) Company Performance Restricted Stock Units in respect of 1,042,769 . Of the shares of Company Common Stock (assuming achievement of the target level of performance at the end of the applicable performance period)issued and outstanding, 53,988 shares were Company Restricted Stock, and (vi) 203,467 420,000 shares of were Company Common Performance Restricted Stock issuable in connection with Company Special SharesAwards. From Since the close of business on October 1November 9, 2015 until the date of this Agreement2018, no shares of Company Common Stock, shares of Company Preferred Stock, Stock Company Stock Options, Company Warrants, Company Restricted Stock Units Awards or Company Performance Restricted Stock Units Awards have been issued or granted except for shares of Company Common Stock issued (A) pursuant to the exercise of Company Stock Options, the vesting of Company Restricted Stock Units Awards or Company Performance Restricted Stock Units, or in connection with the Company Special SharesAwards, in each case outstanding on October 1November 9, 20152018 or (B) after the date hereof, as explicitly permitted under Section 7.1(b)(ii) of this Agreement (as qualified by Section 7.1(b)(ii) of the Company Disclosure Schedule). As of the close of business on November 9, 2018, 889,565 shares of Company Common Stock remain available for issuance under the Company Equity Plans. All of the issued and outstanding shares of the Company’s capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. As of the date of this Agreement, other than pursuant to the Company Equity Plans, Plans or the ESPP, or the Company Special Shares, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell any capital stock or other equity interest (or securities convertible or exchangeable into such capital stock or equity interest) in, the Company or any of its Subsidiaries, (ii) rights that are linked to, or based upon, the value of Company Common Stock, (iii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other equity interests of the Company or any of its Subsidiaries, or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock or equity interests of the Company. There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote... (b) All of the outstanding capital stock or equivalent equity interests of each of the Company’s Subsidiaries are validly issued, fully paid (to the extent required under the applicable governing documents) and nonassessable and all such shares (other than directors’ qualifying shares) are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all material Liens, pledges, security interests or other encumbrances. (c) No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security, or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements, except, in each case, to or with the Company or any other Subsidiary of the Company. Other than the Company Special Shares, there There are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its capital stock or other equity interests, except, in each case, to or with the Company or any other Subsidiary of the Company. (d) Neither the Company nor any of its Subsidiaries owns any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, trust or other entity, other than a Subsidiary of the Company, which interest or investment is material to the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of its Subsidiaries has agreed or is obligated to, directly or indirectly, make any future investment in or capital contribution or advance to any Person (other than in or to the Company or any of its Subsidiaries). (f) Prior to the date hereof, the Company has provided Parent with a complete and correct list of (i) each outstanding Company Stock Option including the date of grant, exercise price, vesting schedule, and number of shares of Company Common Stock subject thereto, and (ii) each Company Restricted Stock Unit Award and Company Performance Restricted Stock UnitAward, including the date of grant, vesting schedule and number of shares of Company Common Stock thereof (assuming achievement of the target level of performance at the end of the applicable performance period for each Company Performance Restricted Stock UnitAward). All grants of Company Stock Options, Company Restricted Stock UnitsAwards, and Company Performance Restricted Stock Units Awards were validly issued and properly approved by the board of directors of the Company (or a committee thereof) in accordance with the applicable Company Equity Plan and applicable Law, including the Nasdaq Rules, and with the rules of any other applicable stock exchanges. (g) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose, or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements.

Capitalization; Subsidiaries. (a) The As of the close of business on March 19, 2025 (the “Company Capitalization Date”), the authorized capital stock of the Company consists consisted of 900,000,000 (i) 1,100,000,000 shares of Company Common Stock and 5,000,000 Stock, 143,847,919 shares of which were issued and outstanding, and 14,294,005 of which were held by the Company as treasury stock and (ii) 1,000,000 shares of preferred stock of the Company, par value $0.001 per share (“Company Preferred Stock”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on October 1, 2015the Company Capitalization Date, there were issued and outstanding (iA) 195,674,666 3,015,181 shares of Company Common Stock (with zero shares of Company Common Stock held by the Company in treasury), (ii) zero shares of Company Preferred Stock, (iii) subject to outstanding Company Stock Options to purchase an aggregate with a weighted average exercise price of 13,945,547 shares of Company Common Stock (of which options to purchase an aggregate of 12,007,635 shares of Company Common Stock were exercisable)$26.06, (ivB) outstanding Company Restricted Stock Units in respect of 6,856,788 RSU Awards representing 512,098 shares of Company Common Stock, (vC) outstanding Company Performance Restricted Stock Units in respect Director RSU Awards representing 83,768 shares of 1,042,769 Company Common Stock, (D) outstanding Company PSU Awards representing 549,176 shares of Company Common Stock, assuming target performance, which amount may be increased to a maximum of 1,071,689 shares of Company Common Stock (assuming achievement of based on the target level satisfaction of performance at the end of conditions set forth in the applicable performance period)award agreements, and (viE) 203,467 3,346,223 shares of Company Common Stock issuable in connection with available for future purchase under the Company Special SharesESPP and (F) 2,131,170 shares of Company Common Stock reserved for future issuance under the Company Equity Plans. From the close of business on October 1, 2015 until the Company Capitalization Date through the date of this Agreement, there have been no shares issuances of (I) any Company Common Stock, shares of Company Preferred Stock, Stock or any other equity or voting securities or interests in the Company Stock Options, Company Restricted Stock Units or Company Performance Restricted Stock Units have been issued or granted except for other than issuances of shares of Company Common Stock issued pursuant to the exercise exercise, vesting or settlement, as applicable, of the Company Stock Options, Equity Awards outstanding as of the vesting close of business on the Company Restricted Stock Units or Company Performance Restricted Stock Units, or Capitalization Date in connection accordance with the terms of such Company Special Shares, Equity Awards or under the Company ESPP in each case outstanding on October 1, 2015accordance with its terms or (II) any Company Equity Awards or any other equity or equity-based awards. All of the issued and outstanding shares of Company Common Stock have been, and all of the Company’s capital stock are shares of Company Common Stock that may be issued pursuant to the Company Equity Awards, the Company Equity Plans or the Company ESPP will be, when issued in accordance with the respective terms thereof, duly authorizedauthorized and validly issued and are, validly or will be when issued, fully paid, non-assessable nonassessable and free of preemptive rights. (b) The Company has made available to Parent prior to the date of this Agreement accurate and complete copies of the Company Equity Plans and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Equity Awards and no award agreement applicable to Company Equity Awards contains material terms that are not consistent with, or are in addition to, the terms of such forms. Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Company Capitalization Date, each outstanding Company Equity Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the United States) of the holder thereof, (ii) the number of shares of Company Common Stock issuable thereunder, (iii) the expiration date, (iv) the exercise price relating thereto, (v) the grant date, (vi) the amount vested and outstanding and the amount unvested and outstanding and (vii) the Company Equity Plan pursuant to which the award was made. Each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof or other authorized designee) and any required stockholder approval by the necessary number of votes or written consents. The Company does not have any liability in respect of any Company Stock Option that was granted with a per share exercise price that was less than the fair market value of a share of Company Common Stock on the applicable Company Option Grant Date, and the Company has not granted any Company Stock Options that are subject to the provisions of Section 409A of the Code. Each grant of Company Equity Awards was made in accordance with the terms of the Company Equity Plans, the Exchange Act and all other applicable Laws, including the rules and regulations of the NYSE. All of the outstanding Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or an appropriate exemption therefrom. No Subsidiary of the Company owns any capital stock of the Company. (c) As of the date of this Agreement, other than pursuant as set forth in Section 3.2(a), or, with respect to any non-United States Subsidiary of the Company Equity PlansCompany, the ESPP, directors’ qualifying shares or the Company Special Sharessimilar arrangements required by applicable Law, there are no existing (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements agreements, arrangements or commitments of any character kind obligating the Company or any of its Subsidiaries to issue, transfer transfer, register or sell sell, or cause to be issued, transferred, registered or sold, any shares of capital stock or other equity interest (or voting securities convertible or exchangeable into such capital stock or other equity interest) in, interests of the Company or any of its SubsidiariesSubsidiaries or securities convertible into or exchangeable for such shares or other equity or voting securities or other equity interests, or obligating the Company to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) rights that are linked to, or based upon, the value of Company Common Stock, (iii) contractual outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other equity or voting securities or other equity interests of the Company or any of its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock or other equity or voting securities or other equity interests of the Company or any of its Subsidiaries, (iii) stockholder agreements, voting trusts or similar agreements with any Person to which the Company or any of its Subsidiaries is a party, including any such agreements or trusts (A) restricting the transfer of the capital stock or other equity interests of the Company or any of its Subsidiaries or (B) affecting the voting rights of capital stock or other equity or voting securities or other equity interests of the Company or any of its Subsidiaries, or (iv) voting trusts outstanding or similar agreements authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any of its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any of its Subsidiaries is a party with respect party, in each case pursuant to which any Person is entitled to receive any payment from the voting Company based in whole or in part on the value of the any capital stock or other equity or voting securities or other equity interests of the Company. There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. (b) All of the outstanding capital stock or equivalent equity interests of each of the Company’s Subsidiaries are validly issued, fully paid (to the extent required under the applicable governing documents) and nonassessable and all such shares (other than directors’ qualifying shares) are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all material Liens, pledges, security interests or other encumbrances. (c) No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security, or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements, except, in each case, to or with the Company or any other Subsidiary of the Company. Other than the Company Special Shares, there are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its capital stock or other equity interests, except, in each case, to or with the Company or any other Subsidiary of the CompanySubsidiaries. (d) Neither Section 3.2(d) of the Company nor Disclosure Letter sets forth, as of the date of this Agreement, each (i) Subsidiary of the Company and (ii) other Person in whom the Company or any of its Subsidiaries owns any interest shares of capital stock or investment (whether other equity or debt) in any corporation, partnership, joint venture, trust voting securities or other entityequity interests, in each case other than a Subsidiary of investments in marketable securities and cash equivalents. Except as has not been, and would not reasonably be expected to be, individually or in the Companyaggregate, which interest or investment is material to the Company and its Subsidiaries, taken as a whole. , the Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (eas applicable) Neither ownership, voting or similar interests in each of its Subsidiaries, free and clear of all Liens, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar interests of each of the Subsidiaries are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Except for the direct or indirect Subsidiaries of the Company and investments in marketable securities and cash equivalents, or as would not be material to the Company and its Subsidiaries, taken as a whole, none of the Company nor any of its Subsidiaries has agreed or is obligated to, (x) owns directly or indirectlyindirectly any shares of capital stock or other equity or voting securities or other equity interests, or any securities or obligations convertible into or exchangeable or exercisable for such shares, securities or interests, in any Person or (y) has any obligation or has made any commitment to acquire any shares of capital stock or other equity or voting securities or other equity interests in any Person or to provide funds to or make any future investment (in or the form of a loan, capital contribution or advance to any Person (other than in or to the Company or any of its Subsidiaries). (f) Prior to the date hereof, the Company has provided Parent with a complete and correct list of (i) each outstanding Company Stock Option including the date of grant, exercise price, vesting schedule, and number of shares of Company Common Stock subject thereto, and (ii) each Company Restricted Stock Unit and Company Performance Restricted Stock Unit, including the date of grant, vesting schedule and number of shares of Company Common Stock thereof (assuming achievement of the target level of performance at the end of the applicable performance period for each Company Performance Restricted Stock Unit). All grants of Company Stock Options, Company Restricted Stock Units, and Company Performance Restricted Stock Units were validly issued and properly approved by the board of directors of the Company (or a committee thereofotherwise) in accordance with the applicable Company Equity Plan and applicable Law, including the Nasdaq Rules, and with the rules of any other applicable stock exchangesPerson. (g) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose, or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 900,000,000 shares of Company Common Stock and 5,000,000 shares of Company Preferred Stock. As of the close of business on October 1, 2015, there were issued and outstanding (i) 195,674,666 shares of Company Common Stock (with zero shares of Company Common Stock held by the Company in treasury), (ii) zero shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 13,945,547 shares of Company Common Stock (of which options to purchase an aggregate of 12,007,635 shares of Company Common Stock were exercisable), (iv) Company Restricted Stock Units in respect of 6,856,788 shares of Company Common Stock, (v) Company Performance Restricted Stock Units in respect of 1,042,769 shares of Company Common Stock (assuming achievement of the target level of performance at the end of the applicable performance period), and (vi) 203,467 shares of Company Common Stock issuable in connection with Company Special Shares. From Since the close of business on October 1, 2015 until the date of this Agreement2015, no shares of Company Common Stock, shares of Company Preferred Stock, Company Stock Options, Company Restricted Stock Units or Company Performance Restricted Stock Units have been issued or granted except for shares of Company Common Stock issued (A) pursuant to the exercise of Company Stock Options, the vesting of Company Restricted Stock Units or Company Performance Restricted Stock Units, or in connection with the Company Special Shares, in each case outstanding on October 1, 20152015 or (B) after the date hereof, as explicitly permitted under Section 7.1(b)(ii) of this Agreement (as qualified by Section 7.1(b)(ii) of the Company Disclosure Schedule). All of the issued and outstanding shares of the Company’s capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. As of the date of this Agreement, other than pursuant to the Company Equity Plans, the ESPP, or the Company Special Shares, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell any capital stock or other equity interest (or securities convertible or exchangeable into such capital stock or equity interest) in, the Company or any of its Subsidiaries, (ii) rights that are linked to, or based upon, the value of Company Common Stock, (iii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other equity interests of the Company or any of its Subsidiaries, or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock or equity interests of the Company. There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. (b) All of the outstanding capital stock or equivalent equity interests of each of the Company’s Subsidiaries are validly issued, fully paid (to the extent required under the applicable governing documents) and nonassessable and all such shares (other than directors’ qualifying shares) are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all material Liens, pledges, security interests or other encumbrances. (c) No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security, or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements, except, in each case, to or with the Company or any other Subsidiary of the Company. Other than the Company Special Shares, there are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its capital stock or other equity interests, except, in each case, to or with the Company or any other Subsidiary of the Company. (d) Neither the Company nor any of its Subsidiaries owns any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, trust or other entity, other than a Subsidiary of the Company, which interest or investment is material to the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of its Subsidiaries has agreed or is obligated to, directly or indirectly, make any future investment in or capital contribution or advance to any Person (other than in or to the Company or any of its Subsidiaries). (f) Prior to the date hereof, the Company has provided Parent with a complete and correct list of (i) each outstanding Company Stock Option including the date of grant, exercise price, vesting schedule, and number of shares of Company Common Stock subject thereto, and (ii) each Company Restricted Stock Unit and Company Performance Restricted Stock Unit, including the date of grant, vesting schedule and number of shares of Company Common Stock thereof (assuming achievement of the target level of performance at the end of the applicable performance period for each Company Performance Restricted Stock Unit). All grants of Company Stock Options, Company Restricted Stock Units, and Company Performance Restricted Stock Units were validly issued and properly approved by the board of directors of the Company (or a committee thereof) in accordance with the applicable Company Equity Plan and applicable Law, including the Nasdaq Rules, and with the rules of any other applicable stock exchanges. (g) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose, or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 900,000,000 500,000,000 shares of Company Common Stock and 5,000,000 1,000,000 shares of Company Preferred Stock. As of the close of business on October 1June 14, 20152016, there were issued and outstanding (i) 195,674,666 83,811,802 shares of Company Common Stock (with zero 135,118,123 shares of Company Common Stock held by the Company in treasury), (ii) zero no shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 13,945,547 4,615,746 shares of Company Common Stock (of which options to purchase an aggregate of 12,007,635 4,582,267 shares of Company Common Stock were exercisable), (iv) Company Restricted Stock Units in respect of 6,856,788 3,278,701 shares of Company Common Stock, and (v) Company Performance Restricted Stock Units in respect of 1,042,769 632,836 shares of Company Common Stock (assuming achievement of the target level of performance at the end of the applicable performance period), and (vivii) 203,467 no shares of Company Common Stock issuable in connection with Company Special Sharesheld by any Subsidiary of the Company. From Since the close of business on October 1June 14, 2015 until the date of this Agreement2016, no shares of Company Common Stock, shares of Company Preferred Stock, Company Stock Options, Company Restricted Stock Units or Company Performance Restricted Stock Units have been issued or granted except for shares of Company Common Stock issued pursuant to the exercise of Company Stock Options, or the vesting of Company Restricted Stock Units or Company Performance Restricted Stock Units, or in connection with the Company Special Shares, in each case outstanding on October 1June 14, 20152016 or issued or granted after June 14, 2016 in accordance with the requirements of this Agreement, and in accordance with their terms. All of the issued and outstanding shares of the Company’s capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. As of the date hereof, all shares of the Company’s capital stock subject to issuance, upon issuance on terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, non-assessable and free of any preemptive rights. As of the date of this Agreement, other than pursuant to the Company Equity Plans, the ESPPPlan, or the Company Special SharesESPP, there are no existing (i) options, restricted stock units, shares of restricted stock, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell any capital stock or other equity interest (or securities convertible or exchangeable into such capital stock or equity interest) in, the Company or any of its Subsidiaries, (ii) rights that are linked to, or based upon, the value of Company Common Stock, (iii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other equity interests of the Company or any of its Subsidiaries, or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock or equity interests of the Company. There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. (b) All of the outstanding capital stock or equivalent equity interests of each of the Company’s Subsidiaries are validly issued, fully paid (to the extent required under the applicable governing documents) and nonassessable and all such shares (other than directors’ qualifying shares) are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all material Liens, pledges, security interests or other encumbrances. (c) No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security, or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements, except, in each case, to or with the Company or any other Subsidiary of the Company. Other than the Company Special Shares, there There are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its capital stock or other equity interests, except, in each case, to or with the Company or any other Subsidiary of the Company. (d) Neither the Company nor any of its Subsidiaries owns any interest or investment investments (whether equity or debt) ), or any interest or investment convertible into or exchangeable for any such interest or investment, in any corporation, partnership, joint venture, trust or other entity, other than a Subsidiary of the Company, which interest or investment is material to the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of its Subsidiaries has agreed or is obligated to, directly or indirectly, make any future investment in or capital contribution or advance to any Person (other than in or to the Company or any of its Subsidiaries). (f) Prior to the date hereof, Section 5.2(f) of the Company has provided Parent Disclosure Schedule accurately sets forth with a complete respect to each award of Company Stock Options, Company Restricted Stock Units and correct list of Company Performance Restricted Stock Units that was outstanding on June 14, 2016: (i) each outstanding Company Stock Option including the date name and domicile address of grant, exercise price, vesting schedule, and the holder of such award; (ii) the extent to which such award is vested or unvested; (iii) the number of shares of Company Common Stock subject thereto, and issuable upon the exercise or vesting of such award; (iiiv) each Company Restricted Stock Unit and Company Performance Restricted Stock Unit, including the date on which such award was granted and the term of grantsuch award, if applicable; (v) the vesting schedule (including any provisions relating to accelerated vesting) and number of shares vesting commencement date for such award; (vi) the exercise price per share of Company Common Stock thereof purchasable under such award, as applicable; and (assuming achievement vii) whether any Company Stock Option has been designated an “incentive stock option” as defined in Section 422 of the target level Code. Each grant of performance at Company Stock Options was validly issued and properly approved by the end board of directors of the Company (or a duly authorized committee or subcommittee thereof) in compliance with all applicable performance period law and no such grants involved any “back dating” or similar practices with respect to the effect date of grant. No Company Stock Option or other right to acquire Company Common Stock or other equity of the Company (i) has an exercise price that was less than the fair market value of the underlying equity as of the date such Company Stock Option or right was granted or (ii) has any feature for each the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such Company Performance Restricted Stock Unit)Option or rights. All grants of Company Stock Options, Company Restricted Stock Units, and Company Performance Restricted Stock Units were validly issued and properly approved by the board of directors of the Company (or a committee thereof) in accordance with the applicable Company Equity Plan and applicable Law, including the Nasdaq Rules, and with the rules of any other applicable stock exchanges. (g) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose, or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements.

Capitalization; Subsidiaries. (a) The authorized share capital stock of the Company consists is $10,000,000 consisting of 900,000,000 shares of Company Common Stock Shares and 5,000,000 shares of 100,000,000 Company Preferred StockShares. As of the close of business on October 1February 25, 2015, there were issued and outstanding (i) 195,674,666 shares of 307,034,539 Company Common Stock Shares (with zero shares of and 37,180 Company Common Stock Shares issued and held by the Company in treasury), (ii) zero shares of Company Preferred StockShares, (iii) Company Stock Options to purchase an aggregate of 13,945,547 shares of 8,692,596 Company Common Stock Shares (of which options to purchase an aggregate of 12,007,635 shares of 2,344,261 Company Common Stock Shares were exercisable), (iv) 10,619,780 Company Restricted Share Units (of which 150,901 are vested Company Restricted Stock Units in respect of 6,856,788 shares of Company Common StockUnits), (v) 2,238,939 Company Common Shares underlying Company Performance Restricted Stock Share Units in respect of 1,042,769 shares of Company Common Stock (assuming achievement of the target level of performance at the end of the applicable performance period), ) and 3,333,347 Company Common Shares underlying Company Performance Restricted Share Units (assuming maximum performance) and (vi) 203,467 shares of one (1) Company Common Stock issuable in connection Warrant exercisable for 9,534,587 Company Common Shares, with an exercise price per Company Special SharesCommon Share Warrant of $36.12. From the close of business on October 1February 25, 2015 until the date of this Agreement, no shares of Company Common Stock, shares of Company Preferred StockShares, Company Stock Options, Company Restricted Stock Share Units or Company Performance Restricted Stock Share Units have been issued or granted except for shares of Company Common Stock Shares issued pursuant to the exercise of Company Stock Options, the Company Common Warrant or the vesting of Company Restricted Stock Units or Company Performance Restricted Stock Share Units, or in connection with the Company Special Shares, in each case outstanding on October 1February 25, 20152015 and in accordance with their terms. All of the issued and outstanding shares of the Company’s share capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. As of the date of this Agreementhereof, other than pursuant to the Company Equity Plans, the ESPP, Plans or the ESPP and other than the Company Special SharesCommon Warrant, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell any share capital stock or other equity interest (or securities convertible or exchangeable into such share capital stock or equity interest) in, the Company or any of its Subsidiaries, (ii) rights that are linked to, or based upon, the value of Company Common StockShares, (iii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any share capital stock or other equity interests of the Company or any of its Subsidiaries, Subsidiaries (other than a wholly-owned Subsidiary) or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the share capital stock or equity interests of the Company. There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of the Company may vote. All grants of Company Stock Options, Company Restricted Share Units and Company Performance Restricted Share Units were validly issued and properly approved by the board of directors of the Company (or a committee thereof) in accordance with the applicable Company Equity Plan and applicable Law, including the NYSE Rules. (b) All of the outstanding share capital stock or equivalent equity interests of each of the Company’s Subsidiaries are validly issued, fully paid (to the extent required under the applicable governing documents) and nonassessable and all such shares (other than directors’ qualifying shares) are owned of record and beneficially, directly or indirectly, by the Company, Company free and clear of all material Liens, pledges, security interests or other encumbrances. (c) All Company Common Shares that are owned by the Company as treasury stock and any Company Common Shares owned by Parent, Sub or any other direct or indirect wholly owned Subsidiary of Parent shall, at the Effective Time, be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. No Company Common Shares are owned by any wholly-owned Subsidiary of the Company. (d) No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security, security or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements, except, in each case, to or with the Company or any other Subsidiary of the Company. Other than the Company Special Shares, there There are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its share capital stock or other equity interests, except, in each case, to or with the Company or any other Subsidiary of the Company. (de) Neither the Company nor any of its Subsidiaries owns any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, trust or other entity, other than a Subsidiary of the Company, which interest or investment is material to the Company and its Subsidiaries, taken as a whole. (ef) Neither the Company nor any of its Subsidiaries has agreed or is obligated to, directly or indirectly, make any future investment in or capital contribution or advance to any Person (other than in or to the Company or any of its wholly-owned Subsidiaries). (fg) Prior to the date hereof, the Company has provided Parent with a complete and correct list of (i) each outstanding Company Stock Option including the date of grant, exercise price, vesting schedule, schedule and number of shares of Company Common Stock Shares subject thereto, thereto and (ii) each Company Restricted Stock Share Unit and Company Performance Restricted Stock Share Unit, including the date of grant, vesting schedule and number of shares of Company Common Stock Shares thereof (assuming achievement of the target level of performance at the end of the applicable performance period for each Company Performance Restricted Stock Share Unit). All grants of Company Stock Options, Company Restricted Stock Units, and Company Performance Restricted Stock Units were validly issued and properly approved by the board of directors of the Company (or a committee thereof) in accordance with the applicable Company Equity Plan and applicable Law, including the Nasdaq Rules, and with the rules of any other applicable stock exchanges. (gh) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose, purpose or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements.

Capitalization; Subsidiaries. (a) The As of the close of business on July 12, 2021 (the “Capitalization Date”), the authorized capital stock of the Company consists consisted of 900,000,000 (i) 300,000,000 shares of Company Common Stock, 142,129,965 of which were issued and outstanding and none of which were held by the Company as treasury stock, and (ii) 3,500,000 shares of preferred stock of the Company, par value $0.01 per share (“Company Preferred Stock”), no shares of which were outstanding. There are no other authorized classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options representing 1,727,470 shares of Company Common Stock, (B) no outstanding awards of Company Restricted Stock representing shares of Company Common Stock; (C) outstanding Company PSUs representing 729,199 shares of Company Common Stock, which amount may be increased to a maximum of 1,458,398 shares of Company Common Stock based on the satisfaction of performance conditions set forth in the applicable award agreements; (D) outstanding awards of Company RSUs representing 946,328 shares of Company Common Stock and 5,000,000 (E) outstanding awards of Company Director RSUs representing 94,999 shares of Company Preferred Common Stock. As of the close of business on October 1April 19, 20152021, there were issued and outstanding (i) 195,674,666 2,393,410 shares of Company Common Stock (with zero shares of Company Common Stock held by reserved for future issuance under the Company in treasury), (ii) zero shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 13,945,547 shares of Company Common Stock (of which options to purchase an aggregate of 12,007,635 shares of Company Common Stock were exercisable), (iv) Company Restricted Stock Units in respect of 6,856,788 shares of Company Common Stock, (v) Company Performance Restricted Stock Units in respect of 1,042,769 shares of Company Common Stock (assuming achievement of the target level of performance at the end of the applicable performance period), and (vi) 203,467 shares of Company Common Stock issuable in connection with Company Special SharesEquity Plan. From the close of business on October 1, 2015 until the Capitalization Date through the date of this Agreement, there have been no shares issuances of (i) any Company Common Stock, shares of Company Preferred Stock, Stock or any other equity or voting interests in the Company Stock Options, Company Restricted Stock Units or Company Performance Restricted Stock Units have been issued or granted except for other than issuances of shares of Company Common Stock issued pursuant to the exercise exercise, vesting or settlement, as applicable, of the Company Stock Options, Equity Awards outstanding as of the vesting close of Company Restricted Stock Units or Company Performance Restricted Stock Units, or business on the Capitalization Date in connection accordance with the terms of such Company Special Shares, Equity Awards in each case outstanding on October 1, 2015. accordance with its terms and (ii) any Company Equity Awards or any other equity or equity-based awards. (b) All of the issued and outstanding shares of Company Common Stock have been, and all of the Company’s capital stock are shares of Company Common Stock that may be issued pursuant to the Company Equity Awards, the Company Equity Plan will be, when issued in accordance with the respective terms thereof, duly authorizedauthorized and validly issued and are, validly or will be when issued, fully paid, non-assessable nonassessable and free of preemptive rights. The Company has made available to Parent or its counsel accurate and complete copies of the Company Equity Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Equity Awards and, other than differences with respect to the number of shares of Company Common Stock covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains material terms that are inconsistent with, or in addition to, such forms. Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Equity Award and to the extent applicable, the employee identification number of the holder thereof, the number of shares of Company Common Stock subject thereto (including target and maximum numbers for Company Equity Awards subject to performance-based vesting), the expiration date, the exercise or conversion price relating thereto, the grant date, the vesting schedule, and whether or not it is subject to performance-based vesting. Each grant of Company Equity Awards was made in accordance with the terms of the Company Equity Plan, the Exchange Act and all other applicable Laws, including the listing and governance rules and regulations of the NYSE. All of the outstanding Company Common Stock has been sold pursuant to an effective registration statement filed under the federal Securities Laws or an appropriate exemption therefrom. (c) As of the date of this Agreement, other than pursuant to the Company Equity Plans, the ESPP, or the Company Special Sharesas set forth in Section 3.2(a), there are no existing (i) existing options, warrants, calls, preemptive rights, subscriptions or other rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements agreements, arrangements or commitments of any character kind obligating the Company or any of its Subsidiaries to issue, transfer transfer, register or sell sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other equity interest (or securities convertible or exchangeable into such capital stock or equity interest) interests in, the Company or any of its SubsidiariesSubsidiaries or securities convertible into or exchangeable for such shares or other equity interests, or obligating the Company to grant, extend or enter into such options, warrants, calls, preemptive, subscriptions or other rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) rights that are linked to, or based upon, the value of Company Common Stock, (iii) contractual outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other equity interests of the Company or any of its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock or other equity interests of the Company or any of its Subsidiaries, (iviii) voting trusts or similar agreements with any Person to which the Company or any of its Subsidiaries is a party with respect to (A) restricting the voting transfer of the capital stock or other equity interests of the Company. There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having or (B) affecting the right to vote (voting rights of capital stock or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders other equity interests of the Company may voteor any of its Subsidiaries (including stockholder agreements, voting trusts or similar agreements), (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any of its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any of its Subsidiaries is party, in each case pursuant to which any Person is entitled to receive any payment from the Company based in whole or in part on the value of any capital stock or other equity interests of the Company or any of its Subsidiaries or (v) outstanding obligations of the Company or any of its Subsidiaries to accelerate the vesting of any capital stock of the Company under any provision of the Company Equity Plan. (bd) All Section 3.2(d) of the outstanding capital stock or equivalent equity interests of each Company Disclosure Letter (i) sets forth, as of the date of this Agreement, each (x) Subsidiary of the Company and (y) other Person whom the Company’s Subsidiaries are validly issued, fully paid (to the extent required under the applicable governing documents) and nonassessable and all such shares (other than directors’ qualifying shares) are owned of record and beneficially, directly or indirectly, by the Companyowns any share capital, free and clear of all material Liens, pledges, security interests or other encumbrances. (c) No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security, or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements, except, in each case, to or with the Company or any other Subsidiary of the Company. Other than the Company Special Shares, there are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its capital stock or other equity or voting securities or other equity interests, except, in each case, to or with the Company or any other Subsidiary securities or obligations convertible into or exchangeable or exercisable for such share capital, capital stock, securities or interests and (ii) identifies which of the Company. (dforegoing are “significant subsidiaries,” as defined in Rule 1-02(w) Neither of Regulation S-X promulgated by the Company nor any of its Subsidiaries owns any interest SEC. Except as has not been, and would not reasonably be expected to be, individually or investment (whether equity or debt) in any corporationthe aggregate, partnership, joint venture, trust or other entity, other than a Subsidiary of the Company, which interest or investment is material to the Company and its Subsidiaries, taken as a whole. , the Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (eas applicable) Neither ownership, voting or similar interests in each of its Subsidiaries, free and clear of all Encumbrances, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar interests of each of the Subsidiaries are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Except for investments in marketable securities and cash equivalents and except as set forth in Section 3.2(d) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has agreed or is obligated to, (i) owns directly or indirectlyindirectly any shares of capital stock or other equity interests, or any securities or obligations convertible into or exchangeable or exercisable for such shares or equity interests, in any Person or (ii) has any obligation or has made any commitment to acquire any shares of capital stock or other equity interests in any Person or to provide funds to or make any future investment (in or the form of a loan, capital contribution or advance to any Person (other than in or to the Company or any of its Subsidiaries). (f) Prior to the date hereof, the Company has provided Parent with a complete and correct list of (i) each outstanding Company Stock Option including the date of grant, exercise price, vesting schedule, and number of shares of Company Common Stock subject thereto, and (ii) each Company Restricted Stock Unit and Company Performance Restricted Stock Unit, including the date of grant, vesting schedule and number of shares of Company Common Stock thereof (assuming achievement of the target level of performance at the end of the applicable performance period for each Company Performance Restricted Stock Unit). All grants of Company Stock Options, Company Restricted Stock Units, and Company Performance Restricted Stock Units were validly issued and properly approved by the board of directors of the Company (or a committee thereofotherwise) in accordance with the applicable Company Equity Plan and applicable Law, including the Nasdaq Rules, and with the rules of any other applicable stock exchangesPerson. (g) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose, or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements.

Capitalization; Subsidiaries. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 900,000,000 199,000,000 shares of Company Common Stock and 5,000,000 1,000,000 shares of preferred stock of the Company (“Company Preferred Stock”). As of October 10, 2025 (the close of business on October 1“Company Capitalization Date”), 2015, there were issued and outstanding (i) 195,674,666 shares of Company Common Stock (with zero shares of Company Common Stock held by the Company in treasury), (ii) zero shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 13,945,547 shares of Company Common Stock (of which options to purchase an aggregate of 12,007,635 70,489,263 shares of Company Common Stock were exercisable)issued and outstanding, (ivii) 5,303,184 shares of Company Restricted Common Stock Units were held in respect treasury and (iii) no shares of 6,856,788 Company Preferred Stock were issued and outstanding. As of the Company Capitalization Date, there were 4,487,410 shares of Company Common Stock reserved for issuance under Company Plans, including, as of the Company Capitalization Date, outstanding Company Options (which have a weighted average exercise price of $39.39 per share of Company Common Stock) to purchase 515,782 shares of Company Common Stock, (v) 589,263 shares subject to outstanding Company Performance Performance-Based Restricted Stock Units in respect (assuming achievement of 1,042,769 the applicable performance-based vesting conditions at the target level of performance (and 1,178,526 shares assuming the maximum level of performance) and 1,019,620 shares subject to outstanding Company Restricted Stock Units, of which 127,278 are shares of Company Common Stock (assuming achievement deemed purchased pursuant to the ▇▇▇▇▇▇▇▇▇▇▇, Inc. Executive Matching Shares Program or the ▇▇▇▇▇▇▇▇▇▇▇, Inc. Board of the target level of performance at the end of the applicable performance periodDirectors’ Deferred Compensation Plan), and (vi) 203,467 shares of Company Common Stock issuable in connection with Company Special Shares. From the close of business on October 1, 2015 until the Company Capitalization Date to the date of this Agreement, there have been no issuances of (I) any Company Common Stock, Company Preferred Stock or any other equity or voting securities or interests in the Company other than issuances of shares of Company Common StockStock pursuant to the exercise, shares vesting or settlement, as applicable, of Company Preferred Stock, Company Stock Options, Company Performance-Based Restricted Stock Units or Company Performance Restricted Stock Units have been issued or granted except for shares of Company Common Stock issued pursuant to the exercise of Company Stock Options, the vesting of Company Restricted Stock Units or Company Performance Restricted Stock Units, or in connection with the Company Special Shares, in each case outstanding as of the close of business on October 1the Company Capitalization Date or (II) any options, 2015restricted stock, restricted stock units, phantom stock, or any other equity or equity-based awards. All of the issued and outstanding shares of the Company’s capital stock are 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, paid and non-assessable and free of not subject to preemptive rights. As of the date of this Agreement, other than pursuant to the Company Equity Plans, the ESPP, or the Company Special Shares, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell any capital stock or other equity interest (or securities convertible or exchangeable into such capital stock or equity interest) in, the Company or any of its Subsidiaries, (ii) rights that are linked to, or based upon, the value shares of Company Common Stock, (iii) contractual obligations of the Company Stock held either in a fiduciary or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other equity interests of the Company or any of its Subsidiaries, or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock or equity interests of the Company. There agency capacity that are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may votebeneficially owned by third parties. (b) All of the outstanding capital stock or equivalent equity interests of each of the Company’s Subsidiaries are validly issued, fully paid (to the extent required under the applicable governing documentsExcept as set forth in Section 4.2(a) and nonassessable and all such shares (other than directors’ qualifying shares) except as permitted under Section 6.1, there are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all material Liens, pledges, security interests or other encumbrances. (c) No Subsidiary of the Company has or is bound by any no outstanding subscriptions, options, warrants, calls, commitmentsrestricted stock, rights agreements restricted stock units, phantom stock, convertible securities or agreements other similar rights, agreements, commitments or contracts of any character calling for it 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 any sold, additional shares of its capital stock of, or other equity securities or any voting interests in, or securities convertible into, or exchangeable for or representing the right to subscribe exercisable for, purchase or otherwise receive any such equity securityshares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or obligating such Subsidiary the Company or any of its Subsidiaries to issue, grant, extend or enter into any such subscriptionssecurity, optionsoption, warrantswarrant, callscall, commitmentsright or contract, or any other securities or rights agreements that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other similar agreementssecurities or ownership interests in, exceptthe Company. Except as set forth in Section 4.2(a) and except as permitted under Section 6.1, in each casethere are no obligations, to commitments or with arrangements, contingent or otherwise, of the Company or any other Subsidiary of the Company. Other than the Company Special Shares, there are no outstanding contractual obligations of any Subsidiary of the Company its Subsidiaries to repurchasepurchase, redeem or otherwise acquire any shares of its capital stock of, or other equity interestsor voting interests in, exceptor securities convertible into, in each caseor exchangeable or exercisable for, to shares of capital stock of, or with the Company or any other Subsidiary of the Company. (d) Neither the Company nor any of its Subsidiaries owns any interest or investment (whether equity or debt) in any corporationvoting interests in, partnership, joint venture, trust or other entity, other than a Subsidiary of the Company, which interest or investment is material to the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of its Subsidiaries has agreed or is obligated to, directly or indirectly, make any future investment in or capital contribution or advance to any Person (other than in or to the Company or any of its Subsidiaries). There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of or equity interests in the Company. (fc) Prior to Section 4.2(c) of the Company Disclosure Letter contains a correct and complete list as of the date hereofof this Agreement of each of the Company’s Subsidiaries, including its jurisdiction of incorporation or formation, and a true and complete list of each other corporation, partnership, limited liability company or other entity that is not a Subsidiary but in which the Company, directly or indirectly, owns an equity interest (each, a “Company Minority Interest Business”). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and non-assessable and legally and beneficially owned by the Company or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens (other than the Permitted Liens), (ii) as of the date of this Agreement, the Company has provided Parent with does not, directly or indirectly, own any capital stock or other equity interest, or any interest convertible into, exercisable or exchangeable for any of the foregoing, in any Person other than the Subsidiaries of the Company and the Company Minority Interest Businesses nor is it under any current or prospective obligation to form or participate in or make any capital contribution or other investment in any Person, (iii) all of the shares of capital stock or other equity or voting interests of each Company Minority Interest Business that are owned, directly or indirectly, by the Company or any of its Subsidiaries are owned free and clear of all Liens (other than the Permitted Liens) and (iv) no capital stock or other equity interests of the Company, its Subsidiaries or Company Minority Interest Businesses owned by the Company or any of its Subsidiaries were issued or are in violation of (x) any provision of the respective articles of incorporation or by-laws (or similar governing documents) of the Company, its Subsidiaries or Company Minority Interest Businesses, (y) any securities Laws or (z) any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights of any other Person. (d) Section 4.2(d) of the Company Disclosure Letter sets forth a true and complete and correct list list, as of the Company Capitalization Date, of all Company Equity Awards, including: (i) each outstanding Company Stock Option Option, including the date name or EIN of grantthe holder of such Company Option, exercise price, vesting schedule, and the number of shares of Company Common Stock subject theretoissuable upon exercise of such Company Option, the exercise price with respect thereto and the applicable grant date thereof, (ii) each outstanding Company Restricted Stock Unit and Company Performance Restricted Stock Unit, including the date name or EIN of grantthe holder of such Company Restricted Stock Unit, vesting schedule and the number of shares of Company Common Stock underlying such Company Restricted Stock Unit and the applicable grant date thereof and (iii) each outstanding Company Performance-Based Restricted Stock Unit, including the name or EIN of the holder of such Company Performance-Based Restricted Stock Unit, the number of shares of Company Common Stock underlying such Company Performance-Based Restricted Stock Units (assuming achievement of the target level of performance applicable performance-based vesting conditions at the end target levels of performance) and the applicable performance period for each Company Performance Restricted Stock Unit). All grants of Company Stock Options, Company Restricted Stock Units, and Company Performance Restricted Stock Units were validly issued and properly approved by the board of directors of the Company (or a committee grant date thereof) in accordance with the applicable Company Equity Plan and applicable Law, including the Nasdaq Rules, and with the rules of any other applicable stock exchanges. (g) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose, or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements.

Capitalization; Subsidiaries. (a) Section 4.2.1 The authorized capital stock of the Company consists of 900,000,000 250,000,000 shares of Company Common Stock and 5,000,000 20,000,000 shares of preferred stock, par value $0.01 per share (the "Company Preferred Stock"). As of the close of business on October 1November 30, 20152006, there were issued and outstanding (ia) 195,674,666 132,904,449 shares of Company Common Stock (with zero other than treasury shares) issued and outstanding, of which 2,121,871 are restricted pursuant to their issuance as Company Stock-Based Awards, (b) 13,027,225 shares of Company Common Stock held by in the Company in treasury)treasury of the Company, (iic) zero shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 13,945,547 shares of Company Common Stock (of which options to purchase an aggregate of 12,007,635 shares of Company Common Stock were exercisable), (iv) Company Restricted Stock Units in respect of 6,856,788 shares of Company Common Stock, (v) Company Performance Restricted Stock Units in respect of 1,042,769 shares of Company Common Stock (assuming achievement of the target level of performance at the end of the applicable performance period), and (vi) 203,467 16,942,258 shares of Company Common Stock issuable in connection with upon exercise of outstanding Company Special Shares. From the close of business on October 1, 2015 until the date of this Agreement, no shares of Company Common Stock, shares of Company Preferred Stock, Company Stock Options, Company Restricted Stock Units or Company Performance Restricted Stock Units have been issued or granted except for (d) 967,147 shares of Company Common Stock issued issuable pursuant to the exercise Company Stock-Based Awards and (e) no shares of Company Preferred Stock Optionsissued and outstanding. Section 4.2.1 of the Company Disclosure Schedule sets forth as of November 30, 2006, a list of the holders of Company Options and/or Company Stock-Based Awards, including (to the extent applicable) the date on which each such Company Option or Company Stock-Based Award was granted and the fair market value of the Company's stock on such date, the vesting number of shares of Company Restricted Common Stock Units subject to such Company Option or Company Performance Restricted Stock-Based Award, the expiration date of such Company Option or Company Stock-Based Award, the price at which such Company Option or Company Stock-Based Award may be exercised under an applicable Company Stock Units, Plan and the vesting schedule/status of each such Company Option or in connection with the Company Special Shares, in each case outstanding on October 1, 2015. Stock-Based Award. Section 4.2.2 All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Except as set forth in Section 4.2.1, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound relating to the issued or unissued Equity Interests of the Company’s , or securities convertible into or exchangeable for such Equity Interests, or obligating the Company to issue or sell any shares of its capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock of, or other Equity Interests in, the Company. Except as set forth in Section 4.2.1, there are no 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 4.2.1, since November 30, 2006 through the date hereof, the Company has not issued any shares of its capital stock, or securities convertible into or exchangeable for such capital stock or any other Equity Interests in the Company. Section 4.2.3 Each outstanding share of capital stock or other Equity Interest of each Company Subsidiary is duly authorized, validly issued, fully paid, non-assessable nonassessable and free of preemptive rights. As of the date of this Agreement, other than pursuant to the Company Equity Plans, the ESPP, or the Company Special Shares, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell any capital stock or other equity interest (or securities convertible or exchangeable into such capital stock or equity interest) in, the Company or any of its Subsidiaries, (ii) rights that are linked to, or based upon, the value of Company Common Stock, (iii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other equity interests of the Company or any of its Subsidiaries, or (iv) voting trusts or similar agreements to which the Company and is a party with respect to the voting of the capital stock or equity interests of the Company. There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. (b) All of the outstanding capital stock or equivalent equity interests of each of the Company’s Subsidiaries are validly issued, fully paid (to the extent required under the applicable governing documents) and nonassessable and all such shares (other than directors’ qualifying shares) are owned of record and beneficiallyheld, directly or indirectly, by the Company, Company or another Company Subsidiary free and clear of all material Liensclaims, pledgesliens and encumbrances. Except as set forth in Section 4.2.1, security interests or other encumbrances. (c) No Subsidiary of the Company has or is bound by any outstanding there are no subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security, or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrantsrights, calls, contracts or other commitments, rights agreements understandings, restrictions or other similar agreements, except, in each case, arrangements relating to the issuance or sale with the Company or respect to any other Subsidiary shares of the Company. Other than the Company Special Shares, there are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its capital stock or other equity interestsownership interests of any Company Subsidiary, exceptincluding any right of conversion or exchange under any outstanding security, in each case, to instrument or with agreement. Section 4.2.3 of the Company or any other Subsidiary of the Company. (d) Neither the Company nor any of its Subsidiaries owns any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, trust or other entity, other than a Subsidiary of the Company, which interest or investment is Disclosure Schedule sets forth all material to the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of its Subsidiaries has agreed or is obligated toEquity Interests owned, directly or indirectly, make any future investment in or capital contribution or advance to any Person (other than in or to the Company or any of its Subsidiaries). (f) Prior to the date hereof, the Company has provided Parent with a complete and correct list of (i) each outstanding Company Stock Option including the date of grant, exercise price, vesting schedule, and number of shares of Company Common Stock subject thereto, and (ii) each Company Restricted Stock Unit and Company Performance Restricted Stock Unit, including the date of grant, vesting schedule and number of shares of Company Common Stock thereof (assuming achievement of the target level of performance at the end of the applicable performance period for each Company Performance Restricted Stock Unit). All grants of Company Stock Options, Company Restricted Stock Units, and Company Performance Restricted Stock Units were validly issued and properly approved by the board of directors of the Company (or a committee thereof) in accordance with the applicable Company Equity Plan and applicable Law, including the Nasdaq Rules, and with the rules of any other applicable stock exchanges. (g) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose, or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such any Person other than a Company Subsidiary’s financial statements.

Capitalization; Subsidiaries. (a) The As of the close of business on April 4, 2024 (the “Capitalization Date”), the authorized capital stock of the Company consists of 900,000,000 of: (i) 200,000,000 shares of Company Common Stock and 5,000,000 Stock, of which 39,422,997 shares of Company Preferred Stock. As of the close of business on October 1, 2015, there were are issued and outstanding (i) 195,674,666 shares outstanding, inclusive of Company Common Stock (with zero shares of Company Common Stock held by the Company in treasury), its treasury and (ii) zero 5,000,000 shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 13,945,547 shares of Company Common Stock (of which options to purchase an aggregate no shares are issued and outstanding. As of 12,007,635 the Capitalization Date, no shares of Company Common Stock were exercisable)held by the Company in its treasury. (b) As of the Capitalization Date, the Company has outstanding: (ivi) Company Restricted Stock Units in respect RSU Awards covering an aggregate of 6,856,788 2,337,104 shares of Company Common Stock, (vii) Company Performance Restricted Stock Units in respect PRSU Awards covering an aggregate of 1,042,769 1,077,102 shares of Company Common Stock (assuming determined based on the maximum-level achievement of the target level of performance at the end of the applicable performance periodgoals for such Company PRSU Awards), and (viiii) 203,467 (A) $34,530,000 aggregate principal amount of the 2025 Convertible Notes, (with a conversion rate as of the date hereof equal to 30.0044 shares of Company Common Stock issuable per $1,000 principal amount, subject to adjustment as provided in connection the 2025 Convertible Notes Indenture) and (B) $253,000,000 aggregate principal amount of the 2028 Convertible Notes, (with Company Special Shares. From the close a conversion rate as of business on October 1, 2015 until the date of this Agreement, no hereof equal to 23.2364 shares of Company Common StockStock per $1,000 principal amount, shares subject to adjustment as provided in the 2028 Convertible Notes Indenture). Since the Capitalization Date until the Effective Time, except as permitted by Section 6.01(a)(ii) hereof or Section 6.01(a)(ii) of the Company Preferred StockDisclosure Letter, the Company Stock Options, Company Restricted Stock Units or Company Performance Restricted Stock Units have been has not issued or granted any Equity Securities except for shares of Company Common Stock issued pursuant to the upon exercise or settlement of Company Stock Options, the vesting of Company Restricted Stock Units or Company Performance Restricted Stock Units, or in connection with the Company Special SharesCompensatory Awards, in each case that were outstanding at or prior to the Capitalization Date. (c) As of the Capitalization Date, the Company has reserved (i) 20,331,932 shares of Company Common Stock under the Company Stock Plans (other than the ESPP) for issuance on October 1exercise, 2015vesting or other conversion to Company Common Stock of incentive awards under the Company Stock Plans (other than the ESPP) and (ii) 3,000,000 shares of Company Common Stock for issuance under the ESPP. All of the issued and outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to the Company’s capital stock are Company Stock Plans will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid, non-assessable nonassessable and free of any preemptive rights. As Section 4.06(c) of the Company Disclosure Letter contains, as of the Capitalization Date, a complete and correct list of each outstanding Company PRSU Award and Company RSU Award, including, as applicable, the respective name of the holder, the date of grant, the target and maximum number of shares of Company Common Stock subject to such Company Compensatory Award as of the date of this Agreement, and the vesting schedule (including applicable performance periods, in the case of the Company PRSU Awards). (d) Except as provided in Section 4.06(a) or Section 4.06(b), and other than pursuant to the Convertible Notes or changes since the Capitalization Date resulting from settlement of Company Equity Plans, Compensatory Awards outstanding on such date or issuance of shares of Company Common Stock in accordance with the ESPP, or the Company Special Sharesin each case, as expressly permitted by this Agreement, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments outstanding Equity Securities of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell any capital stock or other equity interest (or securities convertible or exchangeable into such capital stock or equity interest) in, obligations by the Company to make any cash settlements or any of its Subsidiaries, (ii) rights that are linked to, payments based on the price or based upon, the value of Company Common Stock, (iii) any Equity Securities of the Company. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of its capital stock or other equity interests Equity Securities. The Company does not have a stockholder rights plan in effect. (e) Each Subsidiary of the Company on the date hereof, the jurisdiction of formation of such Subsidiary, the ownership interest of the Company in each such Subsidiary and the ownership interest of any other Person or Persons in each such Subsidiary is listed on Section 4.06(e) of the Company Disclosure Letter, together with any of its Subsidiariesjoint ventures, or (iv) voting trusts partnerships, portfolio companies or similar agreements to arrangements in which the Company is or its Subsidiaries has a party with respect to the voting of the capital stock or equity interests of the Company. There are no bondslimited liability, debentures, notes partnership or other indebtedness equity interest (and the amount and percentage of any such interest). Except as set forth on Section 4.06(e) of the Company or Disclosure Letter, the Acquired Companies do not own any Equity Securities in any other Person. (f) All outstanding shares of its capital stock of the Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. (b) All of the outstanding capital stock or equivalent equity interests of each of the Company’s Subsidiaries are validly issued, fully paid (to the extent required under the applicable governing documents) and nonassessable nonassessable, and all such shares (other than directors’ qualifying shares) are owned of record and beneficiallyowned, directly or indirectly, by the Company, Company free and clear of all material any Liens (other than Permitted Liens, pledges, security interests or other encumbrances. (c) ). No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements or other agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold any of its equity securities Equity Securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security, Equity Security or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements, agreements (except, in each case, to or with the Company or any other Subsidiary of the Companyits Subsidiaries). Other than the Company Special Shares, there There are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its capital stock or other Equity Securities, and there are no outstanding phantom equity, profit participation, equity interests, except, in each case, appreciation or similar rights with respect to or with the Company or any other Subsidiary of the Company. (dg) No dividends or similar distributions have accrued or been declared but are unpaid on any Equity Securities of the Acquired Companies and no Acquired Company is subject to any obligation (contingent or otherwise) to pay any dividend or otherwise to make any distribution or payment to any current or former holder of any Equity Securities of the Acquired Companies. There are no outstanding obligations, Contracts or commitments of any nature to which an Acquired Company is a party or by which it is bound restricting the transfer of, requiring the registration for sale of, or granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or any similar rights with respect to any shares of Company Common Stock or other Equity Securities. No Acquired Company is a party to any voting trust, proxy, voting agreement or other similar agreement with respect to the voting of any Equity Securities of the Acquired Companies. Neither the Company nor any of its Subsidiaries owns any interest or investment (whether equity or debt) in any other Person, corporation, partnership, joint venture, trust or other entity, other than a Subsidiary of the Company, which interest or investment is material to the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of its Subsidiaries has agreed or is obligated to, directly or indirectly, make any future investment in or capital contribution or advance to any Person (other than in or to the Company or any of its Subsidiaries). (f) Prior to the date hereof, the Company has provided Parent with a complete and correct list of (i) each outstanding Company Stock Option including the date of grant, exercise price, vesting schedule, and number of shares of Company Common Stock subject thereto, and (ii) each Company Restricted Stock Unit and Company Performance Restricted Stock Unit, including the date of grant, vesting schedule and number of shares of Company Common Stock thereof (assuming achievement of the target level of performance at the end of the applicable performance period for each Company Performance Restricted Stock Unit). All grants of Company Stock Options, Company Restricted Stock Units, and Company Performance Restricted Stock Units were validly issued and properly approved by the board of directors of the Company (or a committee thereof) in accordance with the applicable Company Equity Plan and applicable Law, including the Nasdaq Rules, and with the rules of any other applicable stock exchanges. (g) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose, or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements.

Capitalization; Subsidiaries. (a) Section 4.2.1 The authorized capital stock of the Company consists of 900,000,000 200,000,000 shares of Company Common Stock and 5,000,000 20,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). As of the close of business on October 1April 30, 20152007, there were issued and outstanding (ia) 195,674,666 78,697,696 shares of Company Common Stock (with zero other than treasury shares) issued and outstanding (including 197,182 shares of Company Restricted Stock), (b) 9,023,852 shares of Company Common Stock held by in the Company in treasury)treasury of the Company, (iic) zero shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 13,945,547 shares of Company Common Stock (of which options to purchase an aggregate of 12,007,635 9,988,317 shares of Company Common Stock were exercisable)reserved and available for issuance pursuant to the Company Stock Plans, of which (ivi) Company Restricted Stock Units in respect of 6,856,788 shares of Company Common Stock, (v) Company Performance Restricted Stock Units in respect of 1,042,769 4,769,569 shares of Company Common Stock were issuable upon exercise of outstanding Company Options, (assuming achievement ii) 965,562 shares of the target level Company Restricted Stock (excluding 197,182 shares of performance at the end of the applicable performance period)Company Restricted Stock) were issuable pursuant to outstanding Company Stock-Based Awards, and (viiii) 203,467 up to 54,226 shares of Company Common Stock were issuable in connection with Company Special Shares. From the close event of business on October 1, 2015 until over-performance pursuant to the date of this Agreement, Annual RSUs and (d) no shares of Company Common StockPreferred Stock issued and outstanding. Section 4.2.1 of the Company Disclosure Schedule sets forth as of April 30, shares 2007, a list of the holders of Company Preferred Options and/or Company Stock-Based Awards, including (to the extent applicable) the date on which each such Company Stock Options, Company Restricted Stock Units Option or Company Performance Restricted Stock Units have been issued or granted except for Stock-Based Award was granted, the maximum number of shares of Company Common Stock issued pursuant subject to such Company Option or Company Stock-Based Award, the exercise expiration date of such Company Option or Company Stock-Based Award, the price at which such Company Option or Company Stock-Based Award may be exercised under an applicable Company Stock Options, Plan and the vesting schedule/status of each such Company Restricted Stock Units Option or Company Performance Restricted Stock Units, or in connection with the Company Special Shares, in each case outstanding on October 1, 2015. Stock-Based Award. Section 4.2.2 All of the issued and outstanding shares of the Company’s capital stock of the Company have been duly authorized and validly issued and are duly authorized, validly issued, fully paid, non-assessable paid and nonassessable and free of preemptive rights. As of the date of this Agreement, other than pursuant to the Company Equity Plans, the ESPP, or the Company Special SharesExcept as set forth in Section 4.2.1, there are no existing (i) options, warrants, calls, subscriptions warrants or other rights, convertible securitiesagreements, agreements arrangements or commitments of any character obligating to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound relating to the issued or unissued Equity Interests of its Subsidiaries the Company, or securities convertible into or exchangeable for such Equity Interests, or obligating the Company to issue, transfer issue or sell any shares of its capital stock or other equity interest (Equity Interests, or securities convertible into or exchangeable into for such capital stock of, or equity interest) other Equity Interests in, the Company or any of its SubsidiariesCompany. Except as set forth in Section 4.2.1, (ii) rights that there are linked to, or based upon, the value of Company Common Stock, (iii) no outstanding contractual obligations of the Company or any Company Subsidiary affecting the voting rights of or requiring the repurchase, redemption, issuance, creation or disposition of, any Equity Interests in the Company. Except as set forth in Section 4.2.1, since April 30, 2007, through the date hereof, the Company has not issued any shares of its Subsidiaries to repurchasecapital stock, redeem or otherwise acquire any securities convertible into or exchangeable for such capital stock or any other equity interests of the Company or any of its Subsidiaries, or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock or equity interests of Equity Interests in the Company. There are no outstanding bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which stockholders the holders of the Company Common Stock may vote. (b) All Section 4.2.3 Each outstanding share of the outstanding capital stock or equivalent equity interests other Equity Interest of each of the Company’s Subsidiaries are Company Subsidiary is duly authorized, validly issued, fully paid (to the extent required under the applicable governing documents) and paid, nonassessable and all such shares (other than directors’ qualifying shares) are owned free of record preemptive rights and beneficiallyis held, directly or indirectly, by the Company, Company or another Company Subsidiary free and clear of all material Liens. Except as set forth in Section 4.2.1, pledges, security interests or other encumbrances. (c) No Subsidiary of the Company has or is bound by any outstanding there are no subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security, or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrantsrights, calls, contracts or other commitments, rights agreements understandings, restrictions or other similar agreementsarrangements relating to the issuance, exceptacquisition, in each caseredemption, to repurchase or with the Company or any other Subsidiary of the Company. Other than the Company Special Shares, there are no outstanding contractual obligations sale of any Subsidiary shares of the Company to repurchase, redeem or otherwise acquire any of its capital stock or other equity interestsownership interests of any Company Subsidiary, exceptincluding any right of conversion or exchange under any outstanding security, in each caseinstrument or agreement. Section 4.2.4 As of the date hereof, to or with the Company does not directly or any other Subsidiary of the Company. (d) Neither the Company nor any of its Subsidiaries owns any indirectly own a 10% or greater interest or investment (whether equity or debt) in any corporation, partnership, joint venture, trust or other entity, Person (other than a Subsidiary Company Subsidiary) with a net book value (as reflected on the books and records of the CompanyCompany as of the date hereof) in excess of $20,000,000. Except for the capital stock and other ownership interests of the Company Subsidiaries, which interest the Company does not own, directly or investment indirectly, any capital stock or other voting or equity securities or interests in any Person that is material to the business of the Company and its the Company Subsidiaries, taken as a whole. (e) Neither the Company nor any of its Subsidiaries has agreed or is obligated to, directly or indirectly, make any future investment in or capital contribution or advance to any Person (other than in or to the Company or any of its Subsidiaries). (f) Prior to the date hereof, the Company has provided Parent with a complete and correct list of (i) each outstanding Company Stock Option including the date of grant, exercise price, vesting schedule, and number of shares of Company Common Stock subject thereto, and (ii) each Company Restricted Stock Unit and Company Performance Restricted Stock Unit, including the date of grant, vesting schedule and number of shares of Company Common Stock thereof (assuming achievement of the target level of performance at the end of the applicable performance period for each Company Performance Restricted Stock Unit). All grants of Company Stock Options, Company Restricted Stock Units, and Company Performance Restricted Stock Units were validly issued and properly approved by the board of directors of the Company (or a committee thereof) in accordance with the applicable Company Equity Plan and applicable Law, including the Nasdaq Rules, and with the rules of any other applicable stock exchanges. (g) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose, or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements.

Capitalization; Subsidiaries. (a) The As of the close of business on November 13, 2025 (the “Capitalization Date”), the authorized capital stock of the Company consists of 900,000,000 of: (i) 400,000,000 shares of Company Common Stock Stock, of which 147,124,524 shares are outstanding, and 5,000,000 (ii) 50,000,000 shares of Company Preferred Stock. As No shares of Company Preferred Stock are outstanding. Since the close Capitalization Date through the date of business on October 1this Agreement, 2015the Company has not issued any shares of Company Capital Stock or other securities or established a record date for, there were issued and outstanding (i) 195,674,666 declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any shares of Company Capital Stock or other securities, except for the issuance of shares of Company Common Stock upon settlement of Company Compensatory Awards outstanding on the Capitalization Date in accordance with the terms of such Company Compensatory Award. (b) As of the Capitalization Date, the Company has outstanding 99,784 Company DSUs (with zero respect to a maximum of 99,784 shares of Company Common Stock held by the Company in treasuryStock), 2,049,106 Company RSU Awards (ii) zero shares with respect to a maximum of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 13,945,547 2,049,106 shares of Company Common Stock Stock) and Company PSU Awards (of which options with respect to purchase an aggregate of 12,007,635 shares of Company Common Stock were exercisable), (iv) Company Restricted Stock Units in respect of 6,856,788 333,482 shares of Company Common Stock, (v) Company Performance Restricted Stock Units in respect of 1,042,769 shares of Company Common Stock (assuming achievement of the target level of applicable performance goals at the end of the applicable performance period)target level, and (vi) 203,467 shares a maximum of Company Common Stock issuable in connection with Company Special Shares. From the close of business on October 1, 2015 until the date of this Agreement, no 833,705 shares of Company Common Stock, assuming achievement of the applicable performance goals at the maximum level) covering shares of Company Preferred Common Stock, and no other outstanding Company Stock OptionsCompensatory Awards. (c) As of the Capitalization Date, the Company Restricted Stock Units or Company Performance Restricted Stock Units have been issued or granted except for has reserved 9,083,376 shares of Company Common Stock under the Company Stock Plan for issuance on exercise, vesting or other conversion to Company Common Stock of incentive awards under the Company Stock Plan. All outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to the exercise of Company Stock OptionsPlan will be, the vesting of Company Restricted Stock Units or Company Performance Restricted Stock Units, or when issued in connection accordance with the Company Special Sharesrespective terms thereof, in each case outstanding on October 1, 2015. All of the issued and outstanding shares of the Company’s capital stock are duly authorized, validly issued, fully paidpaid and nonassessable and not issued in violation of any Applicable Law, non-assessable and free the organizational documents of the Company or any preemptive rights. As , rights of first refusal or similar rights. (d) Section 4.05(d) of the Company Disclosure Letter sets forth a complete and accurate list as of the Capitalization Date of all outstanding Company Compensatory Awards granted under the Company Stock Plan or otherwise, indicating, with respect to each Company Compensatory Award then outstanding, as applicable, the type of awards granted, the maximum number of shares of Company Common Stock subject to such Company Compensatory Award, the plan under which such Company Compensatory Award was granted and the exercise or purchase price (if any), date of this Agreementgrant, other than pursuant to vesting schedule (including any single- or double-trigger accelerated vesting provisions), and expiration date. (e) Except as provided in Section 4.05(a) and (b), as of the Company Equity Plans, the ESPP, or the Company Special SharesCapitalization Date, there are no existing issued, reserved for issuance or outstanding (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for, or the value of which is measured by reference to, shares of capital stock or voting securities of the Company, (iii) options, warrants, calls, subscriptions preemptive rights to acquire from the Company, or other rightsobligation of the Company to issue, any capital stock, voting securities or securities convertible securities, agreements into or commitments exchangeable for capital stock or voting securities of any character obligating the Company or any of its Subsidiaries to issue(iv) phantom stock, transfer or sell any capital stock appreciation or other equity interest (or securities convertible or exchangeable into such capital stock or equity interest) in, the Company or any of its Subsidiaries, (ii) rights that other equity-based rights. There are linked to, or based upon, the value of Company Common Stock, (iii) contractual no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company Capital Stock or other equity interests interests. The Company has no accrued and unpaid dividends with respect to any outstanding shares of the Company Capital Stock. There are no voting trusts, voting proxies or any of its Subsidiaries, other agreements or (iv) voting trusts or similar agreements understandings to which the Company is a party with respect to the voting of the capital stock or equity interests of the Company. There are no bonds, debentures, notes or other indebtedness registration of the Company or any of its Subsidiaries having the right to vote Capital Stock. (or convertible into, or exchangeable for, securities having the right to votef) on any matters on which stockholders Each Subsidiary of the Company may voteas of the date hereof is listed on Section 4.05(f) of the Company Disclosure Letter. (bg) All outstanding shares of capital stock of the outstanding capital stock or equivalent equity interests of each Subsidiaries of the Company’s Subsidiaries Company are validly issued, fully paid (to the extent required under the applicable governing organizational documents) and nonassessable nonassessable, and all such shares (other than directors’ qualifying shares) are owned of record and beneficiallyowned, directly or indirectly, by the Company, Company free and clear of all material Liensany Liens (other than restrictions on transfer under such Subsidiary’s organizational documents or under applicable securities laws). None of the outstanding shares of capital stock or voting securities of any Subsidiary of the Company was issued in violation of any Applicable Law, pledgesthe organizational documents of the Company or its Subsidiaries, security interests or other encumbrances. (c) any preemptive rights, rights of first refusal or similar rights. No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements, phantom stock, stock appreciation or other equity or equity-based rights or other agreements or agreements of any character calling for it such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security, security or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements, agreements (except, in each case, to or with the Company or any other Subsidiary of the Companyits Subsidiaries). Other than the Company Special Shares, there There are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its capital stock or other equity interests, except, in each case, to or with the Company or any other Subsidiary of the Company. (d) Neither the Company nor any of its Subsidiaries owns any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, trust or other entity, other than a Subsidiary of the Company, which interest or investment is material to the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of its Subsidiaries has agreed or is obligated to, directly or indirectly, make any future investment in or capital contribution or advance to any Person (other than in or to the Company or any of its Subsidiaries). (f) Prior to the date hereof, the Company has provided Parent with a complete and correct list of (i) each outstanding Company Stock Option including the date of grant, exercise price, vesting schedule, and number of shares of Company Common Stock subject thereto, and (ii) each Company Restricted Stock Unit and Company Performance Restricted Stock Unit, including the date of grant, vesting schedule and number of shares of Company Common Stock thereof (assuming achievement of the target level of performance at the end of the applicable performance period for each Company Performance Restricted Stock Unit). All grants of Company Stock Options, Company Restricted Stock Units, and Company Performance Restricted Stock Units were validly issued and properly approved by the board of directors of the Company (or a committee thereof) in accordance with the applicable Company Equity Plan and applicable Law, including the Nasdaq Rules, and with the rules of any other applicable stock exchanges. (g) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose, or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements.

Capitalization; Subsidiaries. (a) Section 4.2.1 The authorized capital stock of the Company consists of 900,000,000 200,000,000 shares of Company Common Stock and 5,000,000 20,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). As of the close of business on October 1April 30, 20152007, there were issued and outstanding (ia) 195,674,666 78,697,696 shares of Company Common Stock (with zero other than treasury shares) issued and outstanding (including 197,182 shares of Company Restricted Stock), (b) 9,023,852 shares of Company Common Stock held by in the Company in treasury)treasury of the Company, (iic) zero shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 13,945,547 shares of Company Common Stock (of which options to purchase an aggregate of 12,007,635 9,988,317 shares of Company Common Stock were exercisable)reserved and available for issuance pursuant to the Company Stock Plans, of which (ivi) Company Restricted Stock Units in respect of 6,856,788 shares of Company Common Stock, (v) Company Performance Restricted Stock Units in respect of 1,042,769 4,769,569 shares of Company Common Stock were issuable upon exercise of outstanding Company Options, (assuming achievement ii) 965,562 shares of the target level Company Restricted Stock (excluding 197,182 shares of performance at the end of the applicable performance period)Company Restricted Stock) were issuable pursuant to outstanding Company Stock-Based Awards, and (viiii) 203,467 up to 54,226 shares of Company Common Stock were issuable in connection with Company Special Shares. From the close event of business on October 1, 2015 until over-performance pursuant to the date of this Agreement, Annual RSUs and (d) no shares of Company Common StockPreferred Stock issued and outstanding. Section 4.2.1 of the Company Disclosure Schedule sets forth as of April 30, shares 2007, a list of the holders of Company Preferred Options and/or Company Stock-Based Awards, including (to the extent applicable) the date on which each such Company Stock Options, Company Restricted Stock Units Option or Company Performance Restricted Stock Units have been issued or granted except for Stock-Based Award was granted, the maximum number of shares of Company Common Stock issued pursuant subject to such Company Option or Company Stock-Based Award, the exercise expiration date of such Company Option or Company Stock-Based Award, the price at which such Company Option or Company Stock-Based Award may be exercised under an applicable Company Stock Options, Plan and the vesting schedule/status of each such Company Restricted Stock Units Option or Company Performance Restricted Stock Units, or in connection with the Company Special Shares, in each case outstanding on October 1, 2015. Stock-Based Award. Section 4.2.2 All of the issued and outstanding shares of the Company’s capital stock of the Company have been duly authorized and validly issued and are duly authorized, validly issued, fully paid, non-assessable paid and nonassessable and free of preemptive rights. As of the date of this Agreement, other than pursuant to the Company Equity Plans, the ESPP, or the Company Special SharesExcept as set forth in Section 4.2.1, there are no existing (i) options, warrants, calls, subscriptions warrants or other rights, convertible securitiesagreements, agreements arrangements or commitments of any character obligating to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound relating to the issued or unissued Equity Interests of its Subsidiaries the Company, or securities convertible into or exchangeable for such Equity Interests, or obligating the Company to issue, transfer issue or sell any shares of its capital stock or other equity interest (Equity Interests, or securities convertible into or exchangeable into for such capital stock of, or equity interest) other Equity Interests in, the Company or any of its SubsidiariesCompany. Except as set forth in Section 4.2.1, (ii) rights that there are linked to, or based upon, the value of Company Common Stock, (iii) no outstanding contractual obligations of the Company or any Company Subsidiary affecting the voting rights of or requiring the repurchase, redemption, issuance, creation or disposition of, any Equity Interests in the Company. Except as set forth in Section 4.2.1, since April 30, 2007, through the date hereof, the Company has not issued any shares of its Subsidiaries to repurchasecapital stock, redeem or otherwise acquire any securities convertible into or exchangeable for such capital stock or any other equity interests of the Company or any of its Subsidiaries, or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock or equity interests of Equity Interests in the Company. There are no outstanding bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which stockholders the holders of the Company Common Stock may vote. (b) All Section 4.2.3 Each outstanding share of the outstanding capital stock or equivalent equity interests other Equity Interest of each of the Company’s Subsidiaries are Company Subsidiary is duly authorized, validly issued, fully paid (to paid, 18 Section 4.2.4 As of the extent required under date hereof, the applicable governing documents) and nonassessable and all such shares Company does not directly or indirectly own a 10% or greater interest in any Person (other than directors’ qualifying sharesa Company Subsidiary) are owned with a net book value (as reflected on the books and records of record the Company as of the date hereof) in excess of $20,000,000. Except for the capital stock and beneficiallyother ownership interests of the Company Subsidiaries, the Company does not own, directly or indirectly, by the Company, free and clear of all material Liens, pledges, security interests or other encumbrances. (c) No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security, or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements, except, in each case, to or with the Company or any other Subsidiary of the Company. Other than the Company Special Shares, there are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its capital stock or other voting or equity interests, except, in each case, to securities or with the Company or any other Subsidiary of the Company. (d) Neither the Company nor any of its Subsidiaries owns any interest or investment (whether equity or debt) interests in any corporation, partnership, joint venture, trust or other entity, other than a Subsidiary of the Company, which interest or investment Person that is material to the business of the Company and its the Company Subsidiaries, taken as a whole. (e) Neither the Company nor any of its Subsidiaries has agreed or is obligated to, directly or indirectly, make any future investment in or capital contribution or advance to any Person (other than in or to the Company or any of its Subsidiaries). (f) Prior to the date hereof, the Company has provided Parent with a complete and correct list of (i) each outstanding Company Stock Option including the date of grant, exercise price, vesting schedule, and number of shares of Company Common Stock subject thereto, and (ii) each Company Restricted Stock Unit and Company Performance Restricted Stock Unit, including the date of grant, vesting schedule and number of shares of Company Common Stock thereof (assuming achievement of the target level of performance at the end of the applicable performance period for each Company Performance Restricted Stock Unit). All grants of Company Stock Options, Company Restricted Stock Units, and Company Performance Restricted Stock Units were validly issued and properly approved by the board of directors of the Company (or a committee thereof) in accordance with the applicable Company Equity Plan and applicable Law, including the Nasdaq Rules, and with the rules of any other applicable stock exchanges. (g) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose, or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements.Section 4.3