Common use of Purchaser Capitalization Clause in Contracts

Purchaser Capitalization. As of February 28, 2019, except as would otherwise be immaterial to the capitalization of Purchaser, the authorized share capital of Purchaser was $1,750,000 divided into 175,000,000 ordinary shares of a nominal or par value of $0.01 each, of which (a) 69,187,290 were issued and outstanding (excluding 4,502,213 Purchaser Common Shares issued to Bank of New York Mellon for bulk issuance of Purchaser ADSs reserved for future issuances upon the exercise or vesting of awards granted under Purchaser’s stock incentive plans and for Purchaser’s treasury Purchaser ADSs), (b) 2,929,123 Purchaser Common Shares were held by Purchaser in its treasury, and (c) 6,789,864 Purchaser Common Shares were reserved for issuance in respect of outstanding options to acquire Purchaser Common Shares and 602,859 Purchaser Common Shares were reserved for issuance in settlement of outstanding restricted share units, in each case under Purchaser’s stock incentive plans. All outstanding Purchaser Common Shares have been duly authorized, validly issued, fully paid and non-assessable and were not subject to, or issued in violation of, any preemptive right or other anti-dilutive right, purchase option, call option, right of first refusal, subscription right, transfer restriction or any similar right under any provision of applicable Law, Purchaser’s Organizational Documents or any Contract to which Purchaser or any affiliate thereof is a party or otherwise bound. As of the date hereof, except for the Purchaser Convertible Notes, there are no bonds, debentures, notes or other indebtedness of Purchaser having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Purchaser Common Shares may vote.