Common use of Parent Capitalization Clause in Contracts

Parent Capitalization. (a) The authorized capital stock of Parent consists of 1,200,000,000 shares of Parent Common Stock and 13,500,000 shares of preferred stock, no par value (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”). (b) As of the close of business on May 8, 2014, there were (i) 122,683,627 shares of Parent Common Stock issued and outstanding and no shares of Parent Preferred Stock issued and outstanding and (ii) 6,891,699 shares of Parent Common Stock issuable upon the exercise of outstanding stock options to acquire shares of Parent Common Stock (whether or not presently vested or exercisable) and outstanding restricted stock units (including performance stock units) with respect to Parent Common Stock (whether or not presently vested). Except as set forth above, and for shares of Parent Common Stock reserved for issuance under Parent equity plans, as of the close of business on May 8, 2014, no other Securities of Parent are issued, reserved for issuance or outstanding. All of the issued and outstanding shares of Parent Common Stock have been, and any shares of Parent Common Stock issued upon the exercise of outstanding stock options to acquire shares of Parent Common Stock and vesting of restricted stock units (including performance stock units) with respect to Parent Common Stock will be, duly authorized and validly issued and are or will be fully paid, nonassessable and free of preemptive rights. (c) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, each grant of stock options to acquire shares of Parent Common Stock was validly issued and properly approved by the Parent Board (or a duly authorized committee or subcommittee thereof). Each grant of stock options to acquire shares of Parent Common Stock had, on the date of grant, an exercise price of no less than the fair market value of the shares of Parent Common Stock subject to such stock options. (d) Except as set forth above and except for ordinary course equity grants under the Parent’s equity plans made after the date of this Agreement and prior to the Effective Time, as of the Effective Time, there will not be any outstanding securities, options, warrants, calls, rights, commitments, agreements, derivative contracts, forward sale contracts or undertakings of any kind to which Parent or any Parent Subsidiary is a party, or by which Parent or any Parent Subsidiary is bound, obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional Securities of Parent or of any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking, or obligating Parent to make any payment based on or resulting from the value or price of Parent Common Stock or of any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking. Except for acquisitions, or deemed acquisitions, of Parent Common Stock or other equity Securities of Parent in connection with (i) the payment of the exercise price of stock options to acquire Parent Common Stock (including in connection with “net” exercises), (ii) required Tax withholding in connection with the exercise of stock options to acquire Parent Common Stock and vesting of restricted stock units (including performance stock units) with respect to Parent Common Stock and (iii) forfeitures of stock options to acquire Parent Common Stock or restricted stock units (including performance stock units) with respect to Parent Common Stock, there are no outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or any Securities of any Parent Subsidiary, other than pursuant to Parent Benefit Plans. (e) There are no bonds, debentures, notes or other Indebtedness of Parent 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 Parent may vote. Except for the Ancillary Agreements, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any Parent Subsidiary is a party or of which Parent has Knowledge with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any Securities of Parent or any Parent Subsidiary. (f) Parent is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each Parent Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities). All of such Securities so owned by Parent have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the Securities of the Parent Subsidiaries and investments in marketable securities and cash equivalents, Parent does not own, directly or indirectly, any Securities or other ownership interests in any Person.

Parent Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of Parent consists of 1,200,000,000 150,000,000 shares of Parent Common Stock and 13,500,000 15,000,000 shares of preferred stock, no par value (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”). (b) As of the close of business on May 8July 10, 2014, there were (i) 122,683,627 78,234,097 shares of Parent Common Stock issued and outstanding and outstanding, (ii) no shares of Parent Preferred Stock issued and outstanding and (iiiii) 6,891,699 1,673,381 shares of Parent Common Stock issuable reserved for issuance pursuant to the Parent Benefit Plans. As of the close of business on July 10, 2014, except as set forth above, no other Securities or Equity Interests of Parent were issued, reserved for issuance or outstanding. Since the close of business on July 10, 2014, there have been no issuances by Parent of any Securities or Equity Interests of Parent, other than the issuance of Parent Common Stock upon the exercise of outstanding stock options to acquire shares of Parent Common Stock (whether or not presently vested or exercisable) and outstanding restricted stock units (including performance stock units) with respect to Parent Common Stock (whether or not presently vested). Except as set forth above, and for shares of Parent Common Stock reserved for issuance under Parent equity plans, as of the close of business on May 8, 2014, no other Securities of Parent are issued, reserved for issuance or outstandingStock. All of the issued and outstanding shares of Parent Common Stock have been, and any shares of Parent Common Stock issued upon the exercise of outstanding stock options to acquire shares of Parent Common Stock and vesting of restricted stock units (including performance stock units) with respect to Parent Common Stock will be, duly authorized and validly issued and are or will be fully paid, nonassessable and free of preemptive or similar rights. (c) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, each grant of stock options to acquire shares of Parent Common Stock was validly issued and properly approved by the Parent Board (or a duly authorized committee or subcommittee thereof). Each grant of stock options to acquire shares of Parent Common Stock had, on the date of grant, an exercise price of There are no less than the fair market value of the shares of Parent Common Stock subject to such stock options. (d) Except as set forth above and except for ordinary course equity grants under the Parent’s equity plans made after the date of this Agreement and prior to the Effective Time, as of the Effective Time, there will not be any outstanding securitiesSecurities, options, warrants, calls, rights, commitments“phantom” stock rights, agreementsstock appreciation rights, derivative contractsstock-based performance units, forward sale contracts commitments or undertakings of any kind Contracts to which Parent or any Parent Subsidiary is a party, or by which Parent or any Parent Subsidiary is bound, obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional sell Securities of Parent or of any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking, or obligating Parent to make any payment based on or resulting from the value or price of Parent Common Stock or of any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking. Except for acquisitions, or deemed acquisitions, of Parent Common Stock or other equity Securities of Parent in connection with (i) the payment Security of the exercise price of stock options to acquire Parent Common Stock (including in connection with “net” exercises), (ii) required Tax withholding in connection with the exercise of stock options to acquire Parent Common Stock and vesting of restricted stock units (including performance stock units) with respect to Parent Common Stock and (iii) forfeitures of stock options to acquire Parent Common Stock Company or restricted stock units (including performance stock units) with respect to Parent Common Stock, there any Company Subsidiary. There are no outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares Securities or Equity Interests of Parent, any Parent Capital Stock Subsidiary or any Securities of any Parent Subsidiaryother Person, other than pursuant to Parent Benefit Plans. (ed) There are no bonds, debentures, notes or other Indebtedness of Parent 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 Parent may vote. Except for the Ancillary Agreements, there There are no stockholder agreementsproxies, voting trusts or other agreements or understandings Contracts to which Parent or any Parent Subsidiary is a party party, or of which Parent has Knowledge is bound, with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, voting of any Securities of Parent or any Parent SubsidiarySubsidiary or the registration of the Securities of Parent or the Parent Subsidiaries under any U.S. or foreign securities Law. (fe) Parent is, directly or indirectly, the record holder and Beneficial Owner of all of the outstanding Securities of each Parent Subsidiary, free and clear of any material Liens and free of any other material limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities). All of such Securities so owned by Parent have been duly authorized, authorized and validly issued, issued and are fully paid and nonassessable (and no such shares Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the Parent Subsidiaries and investments in marketable securities and cash equivalents, Parent does not own, directly or indirectly, any Securities or other ownership interests in any Person.

Parent Capitalization. (a) The authorized capital stock of Parent consists of 1,200,000,000 (i) fifty million (50,000,000) shares of Parent Common Stock, of which no more than 770,083 shares of Parent Common Stock shall be issued and 13,500,000 shares outstanding immediately prior to the Effective Time, after giving effect to the Stock Repurchase, but without giving effect to the issuance of preferred stock, no par value (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”). (b) As of the close of business on May 8, 2014, there were (i) 122,683,627 shares of Parent Common Stock issued and outstanding and no or Parent Preferred Stock pursuant to Section 1.5(a)(ii) or the issuance of shares of Parent Preferred Stock issued and outstanding in the Private Placement, and (ii) 6,891,699 five million (5,000,000) shares of Preferred Stock, par value $0.001 per share, of which One Hundred Fourteen Thousand (114,000) are designated as Series A Convertible Preferred Stock, of which no shares are issued and outstanding as of the date of this Agreement. Section 3.3 of the Parent Disclosure Letter sets forth the number of shares of Parent Common Stock issuable upon held by each of the exercise shareholders of Parent (the “Parent Shareholders”) as of the date of this Agreement (A) No shares of Capital Stock of Parent are subject to preemptive rights or any other similar rights or any Liens suffered or permitted by Parent; (B) there are no outstanding stock options options, rights, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable for, any shares of Capital Stock of Parent, Merger Sub or Name Change Merger Sub, or agreements or other arrangements by which Parent is or may become bound to acquire issue additional shares of Capital Stock of Parent, Merger Sub or Name Change Merger Sub or options, rights, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable for, any shares of Capital Stock of Parent, Merger Sub or Name Change Merger Sub; (C) there are no agreements or other arrangements under which Parent, Merger Sub or Name Change Merger Sub is obligated to register the sale of any of its securities under the Securities Act; (D) there are no outstanding securities or instruments of Parent, Merger Sub or Name Change Merger Sub that contain any redemption or similar provisions, and there are no agreements or other arrangements by which Parent, Merger Sub or Name Change Merger Sub is or may become bound to redeem a security of Parent, Merger Sub or Name Change Merger Sub, and there are no other shareholder agreements or similar agreements to which Parent, Merger Sub, Name Change Merger Sub or, to the knowledge of Parent, any holder of Parent’s Capital Stock is a party; (E) there are no securities or instruments containing anti-dilution or similar provisions that will or may be triggered by the issuance of the shares of Parent Common Stock Stock, Parent Preferred Stock, the ▇▇▇▇ Warrant or the Private Placement Warrants pursuant to the transactions contemplated hereby, including the Merger and the Private Placement; (whether F) Parent does not have any stock appreciation rights or not presently vested “phantom stock” plans or exercisableagreements or any similar plan or agreement; and (G) and outstanding restricted stock units (including performance stock units) with respect to Parent Common Stock (whether or not presently vested). Except as set forth above, and for shares of Parent Common Stock reserved for issuance under Parent equity plans, as of the close of business on May 8, 2014Parent’s knowledge, no other Securities officer or director of Parent are issuedParent, reserved for issuance Merger Sub or outstanding. All Name Change Merger Sub or beneficial owner of the issued and any outstanding shares of Parent Common Stock have been, and any has pledged shares of Parent Common Stock issued upon the exercise of outstanding stock options to acquire shares of in connection with a margin account or other loan secured by such Parent Common Stock and vesting of restricted stock units (including performance stock units) with respect to Parent Common Stock will beStock. There is no voting trust, duly authorized and validly issued and are agreement or will be fully paid, nonassessable and free of preemptive rights. (c) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, each grant of stock options to acquire shares of Parent Common Stock was validly issued and properly approved by the Parent Board (or a duly authorized committee or subcommittee thereof). Each grant of stock options to acquire shares of Parent Common Stock had, on the date of grant, an exercise price of no less than the fair market value arrangement among any of the shares of Parent Common Stock subject to such stock options. (d) Except as set forth above and except for ordinary course equity grants under the Parent’s equity plans made after the date of this Agreement and prior to the Effective Time, as of the Effective Time, there will not be any outstanding securities, options, warrants, calls, rights, commitments, agreements, derivative contracts, forward sale contracts record or undertakings of any kind to which Parent or any Parent Subsidiary is a party, or by which Parent or any Parent Subsidiary is bound, obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional Securities of Parent or of any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking, or obligating Parent to make any payment based on or resulting from the value or price beneficial holders of Parent Common Stock or Parent Preferred Stock affecting the nomination or election of any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract directors or undertaking. Except for acquisitions, or deemed acquisitions, the exercise of the voting rights of Parent Common Stock or other equity Securities of Parent in connection with (i) the payment of the exercise price of stock options to acquire Parent Common Stock (including in connection with “net” exercises), (ii) required Tax withholding in connection with the exercise of stock options to acquire Parent Common Stock and vesting of restricted stock units (including performance stock units) with respect to Parent Common Stock and (iii) forfeitures of stock options to acquire Parent Common Stock or restricted stock units (including performance stock units) with respect to Parent Common Preferred Stock, there are no outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or any Securities of any Parent Subsidiary, other than pursuant to Parent Benefit Plans. (e) There are no bonds, debentures, notes or other Indebtedness of Parent 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 Parent may vote. Except for the Ancillary Agreements, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any Parent Subsidiary is a party or of which Parent has Knowledge with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any Securities of Parent or any Parent Subsidiary. (f) Parent is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each Parent Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities). All of such Securities so owned by Parent have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the Securities of the Parent Subsidiaries and investments in marketable securities and cash equivalents, Parent does not own, directly or indirectly, any Securities or other ownership interests in any Person.

Parent Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of Parent consists of 1,200,000,000 9,000,000,000 shares of Parent Common Stock and 13,500,000 50,000,000 shares of preferred stock, no par value (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”). (b) . As of the close of business on May 8September 20, 20142018, there were (i) 122,683,627 4,452,964,967 shares of Parent Common Stock were issued and outstanding and outstanding; (ii) no shares of Parent Preferred Stock were issued and outstanding and outstanding; (iiiii) 6,891,699 2,324,114 shares of Parent Common Stock issuable upon the exercise of outstanding stock options to acquire were owned by Parent as treasury stock; (iv) 278,902,853 shares of Parent Common Stock (whether or not presently vested or exercisable) and outstanding restricted stock units (including performance stock units) with respect to Parent Common Stock (whether or not presently vested). Except as set forth above, and for shares of Parent Common Stock were reserved for issuance under pursuant to the Parent equity plans, as of the close of business on May 8, 2014, no other Securities of Parent are issued, reserved for issuance or outstandingStock Incentive Plans. All of the issued and outstanding shares of Parent Common Stock have been, and any shares capital stock of Parent Common Stock issued upon the exercise of outstanding stock options to acquire shares of Parent Common Stock and vesting of restricted stock units (including performance stock units) with respect to Parent Common Stock will be, are duly authorized and validly issued and are or will be fully paid, nonassessable non-assessable and free of preemptive rights. (c) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, each grant of stock options to acquire shares of Parent Common Stock was validly issued and properly approved by the Parent Board (or a duly authorized committee or subcommittee thereof). Each grant of stock options to acquire shares of Parent Common Stock had, on the date of grant, an exercise price of no less than the fair market value of the shares of Parent Common Stock subject to such stock options. (db) Except as set forth above and except for ordinary course equity grants under the Parent’s equity plans made after the date of this Agreement and prior to the Effective Timein Section 4.2(a), as of the Effective Timeclose of business on September 20, there will 2018: (i) Parent does not be have any outstanding securities, options, warrants, calls, rights, commitments, agreements, derivative contracts, forward sale contracts or undertakings of any kind to which Parent or any Parent Subsidiary is a party, or by which Parent or any Parent Subsidiary is bound, obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional Securities of Parent or of any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking, or obligating Parent to make any payment based on or resulting from the value or price other shares of Parent Common Stock or of any such securityStock, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking. Except for acquisitions, or deemed acquisitions, of Parent Common Preferred Stock or other capital stock or equity Securities of Parent in connection with (i) the payment of the exercise price of stock options to acquire Parent Common Stock (including in connection with “net” exercises)interests outstanding, (ii) required Tax withholding in connection with the exercise Parent has not issued, granted or is bound by any outstanding options, equity-based awards, equity-linked securities, warrants, puts, calls, subscription rights, preemptive rights, redemption rights or securities convertible or exchangeable into capital stock or equity securities of stock options to acquire Parent Common Stock and vesting of restricted stock units (including performance stock units) with respect to Parent Common Stock and (iii) forfeitures Parent is not party to any Contract obligating Parent to (A) issue, transfer or sell any shares of capital stock options to acquire Parent Common Stock or restricted stock units (including performance stock units) with respect to Parent Common Stock, there are no outstanding contractual obligations other equity interests of Parent or securities convertible into or exchangeable or exercisable for such capital stock or equity interests, (B) issue, grant or be bound by any options, equity-based awards, equity-linked securities, warrants, puts, calls, subscription rights, preemptive rights, redemption rights or securities convertible or exchangeable into capital stock or equity securities of Parent Subsidiary to repurchaseor (C) redeem, redeem repurchase or otherwise acquire any shares capital stock or equity securities of Parent Capital Stock or any Securities of any Parent Subsidiary, other than pursuant to Parent Benefit PlansParent. (e) There are no bonds, debentures, notes or other Indebtedness of Parent 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 Parent may vote. Except for the Ancillary Agreements, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any Parent Subsidiary is a party or of which Parent has Knowledge with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any Securities of Parent or any Parent Subsidiary. (f) Parent is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each Parent Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities). All of such Securities so owned by Parent have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the Securities of the Parent Subsidiaries and investments in marketable securities and cash equivalents, Parent does not own, directly or indirectly, any Securities or other ownership interests in any Person.

Parent Capitalization. (a) The authorized share capital stock of the Parent consists of 1,200,000,000 60,000,000 ordinary shares of Parent Common Stock and 13,500,000 shares of preferred stock, no par value NIS0.01 each (“Parent Preferred Stock,” Ordinary Shares”) and together with the Parent Common Stock, the “Parent Capital Stock”). (b) As of as at the close of business on May 820, 20142013, there were (i) 122,683,627 shares 38,758,698 Parent Ordinary Shares are issued and outstanding. 6,917,892 Parent Ordinary Shares are reserved for issuance under the share incentive plans operated by Parent and 2,951,071 Parent Ordinary Shares are subject to issuance pursuant to outstanding options to acquire Parent Ordinary Shares issued under the option plans operated by the Parent. No Parent Ordinary Shares are issued and held in the treasury of the Company. Since May 20, 2013 to the date of this Agreement, there have been no issuances by Parent of Parent Common Stock issued and outstanding and no shares Ordinary Shares, other than the issuance of Parent Preferred Stock issued and outstanding and (ii) 6,891,699 shares of Parent Common Stock issuable Ordinary Shares upon the exercise of outstanding stock options to acquire shares of Parent Common Stock (whether or not presently vested or exercisable) and outstanding restricted stock units (including performance stock units) with respect to Parent Common Stock (whether or not presently vested). Except as set forth above, and for shares of Parent Common Stock reserved for issuance under Parent equity plans, as of the close of business on May 8, 2014, no other Securities of Parent are issued, reserved for issuance or outstandingOutstanding Options. All of the issued and outstanding shares of Parent Common Stock have been, and any shares of Parent Common Stock issued upon the exercise of outstanding stock options to acquire shares of Parent Common Stock and vesting of restricted stock units (including performance stock units) with respect to Parent Common Stock will be, duly authorized and validly issued and Ordinary Shares are or will be fully paid, nonassessable and free of preemptive rights. (c) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, each grant of stock options to acquire shares of Parent Common Stock was validly issued and properly approved by the Parent Board (or a duly authorized committee or subcommittee thereof). Each grant of stock options to acquire shares of Parent Common Stock had, on the date of grant, an exercise price of no less than the fair market value of the shares of Parent Common Stock subject to such stock options. (d) Except as set forth above and except for ordinary course equity grants under the Parent’s equity plans made after the date of this Agreement and prior to the Effective Time, as of the Effective Time, there will not be any outstanding securities, options, warrants, calls, rights, commitments, agreements, derivative contracts, forward sale contracts or undertakings of any kind to which Parent or any Parent Subsidiary is a party, or by which Parent or any Parent Subsidiary is bound, obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional Securities of Parent or of any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking, or obligating Parent to make any payment based on or resulting from the value or price of Parent Common Stock or of any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking. Except for acquisitions, or deemed acquisitions, of Parent Common Stock or other equity Securities of Parent in connection with (i) the payment of the exercise price of stock options to acquire Parent Common Stock (including in connection with “net” exercises), (ii) required Tax withholding in connection with the exercise of stock options to acquire Parent Common Stock and vesting of restricted stock units (including performance stock units) with respect to Parent Common Stock and (iii) forfeitures of stock options to acquire Parent Common Stock or restricted stock units (including performance stock units) with respect to Parent Common Stock, there are no outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or any Securities of any Parent Subsidiary, other than pursuant to Parent Benefit Plans. (e) There are no bonds, debentures, notes or other Indebtedness of Parent 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 Parent may vote. Except for the Ancillary Agreements, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any Parent Subsidiary is a party or of which Parent has Knowledge with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any Securities of Parent or any Parent Subsidiary. (f) Parent is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each Parent Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities). All of such Securities so owned by Parent have been duly authorized, validly issued, fully paid and nonassessable (non-assessable, and no such shares have been issued in violation of any preemptive or similar compliance with all applicable U.S. federal, state and non-U.S. Legal Requirements. The rights). Except for the Securities , preferences and privileges of the Parent Subsidiaries Ordinary Shares are as set forth in the articles of association of Parent. (b) Except as set forth above: (i) there are no shares, debentures or any other securities of Parent authorized, issued or outstanding; (ii) there are no existing options, warrants, calls, preemptive rights, Indebtedness having general voting rights or debt convertible into securities having such rights (“Parent Voting Debt”), or subscriptions or other rights, agreements, arrangements or commitments of any character (including any shareholder rights plan or similar plan commonly referred to as a “poison pill”), relating to the issued or unissued share capital of the Parent obligating the Parent to issue, transfer or sell or cause to be issued, transferred or sold any shares or Parent Voting Debt of, or other equity interest in, the Parent, or securities convertible into or exchangeable for such shares or equity interests, or obligating the Parent to make any payment linked to the value of the Parent Ordinary Shares, or obligating the Parent to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment; and investments (iii) there are no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire the Parent Ordinary Shares, or other share capital of the Parent or to provide funds to make any investment (in marketable securities the form of a loan, capital contribution or otherwise) in any other entity. (c) The Parent Ordinary Shares constituting the Aggregate Merger Consideration, when and cash equivalentsif issued, Parent does will be duly authorized, validly issued, fully paid, non-assessable free of any Lien, not ownsubject to, directly or indirectlyissued in violation of, any Securities purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Israeli Companies Law 1999, the Parent’s articles of association, or any Contract to which Parent is a party and which is material to the business of Parent, and free of any other ownership interests restriction on transfer other than restrictions on transfer contained in this Agreement and under any Personapplicable Legal Requirement. Parent has duly authorized and reserved a sufficient number of Parent Ordinary Shares for issuance upon payment of the Aggregate Merger Consideration in accordance with the terms and this Agreement.