Common use of Securities of the Company Group Clause in Contracts

Securities of the Company Group. Except as described in Section 3.5(a) or Section 3.5(c) of this Agreement, no (i) capital stock or other voting securities of the Company or any of its Subsidiaries, (ii) securities of the Company or any of its Subsidiaries convertible or exchangeable into or exercisable for such capital stock or other voting securities of or ownership interests in the Company or any of its Subsidiaries, (iii) warrants, calls, options, subscriptions, rights of first offer or refusal, preemptive rights or any similar rights, commitments, Contracts or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or ownership interests in, or any securities convertible or exchangeable into or exercisable for capital stock or other voting securities of or ownership interests in, the Company or any of its Subsidiaries, or (iv) phantom stock, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based commitments, contingent value rights or similar securities or rights that are derivative of, the value or price of, any capital stock or voting securities of, or ownership interests in, the Company or any of its Subsidiaries, is issued, reserved for issuance or outstanding as of the Agreement Date. Except as described in Section 3.5(c) of this Agreement and except for changes since the Agreement Date resulting from the exercise of employee stock options outstanding on such date, there are no exercisable securities, there are no options, preemptive rights, warrants, calls, rights, commitments, agreements, arrangements or understandings of any kind to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or accelerate the vesting of or enter into any such option, warrant, call, right, commitment, agreement, arrangement or understanding. There are no stockholder agreements, voting trusts, proxies or other similar agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of capital stock of the Company or any of its Subsidiaries. Other than upon the net exercise of employee options or pursuant to withhold-to-cover elections under the outstanding Company Restricted Stock Unit Awards, Company Restricted Stock Awards and Company Performance Stock Unit Awards, there are no rights or obligations, contingent or otherwise (including rights of first refusal in favor of the Company), of the Company or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity. There are no registration rights, anti-dilutive rights, preemptive rights, rights of first refusal or other agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of Company Common Stock or shares of capital stock of any such Subsidiary. In accordance with Section 5.2(b), there are no obligations to fund any matching contributions under the Company’s 401(k) Plan with shares of capital stock of the Company.

Securities of the Company Group. Except as described in Section Sections 3.5(a) or Section and 3.5(c) of this Agreementthe Company Disclosure Letter, no (i) capital stock or other voting securities of the Company or any of its Subsidiaries, (ii) securities of the Company or any of its Subsidiaries or any security convertible or exchangeable into or exercisable for such capital stock or other voting securities of or ownership interests in the Company or any of its Subsidiaries, (iii) warrants, calls, options, subscriptions, rights of first offer or refusal, preemptive rights or any similar rights, commitments, Contracts or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or ownership interests in, or any securities convertible or exchangeable into or exercisable for capital stock or other voting securities of or ownership interests in, the Company or any of its Subsidiaries, or (iv) phantom stock, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based commitments, contingent value rights or similar securities or rights that are derivative of, the value or price of, any capital stock or voting securities of, or ownership interests in, the Company or any of its Subsidiaries, is issued, reserved for issuance or outstanding as of the Agreement Datedate of this Agreement. Except as described in Section 3.5(c) of this Agreement and except for changes since the date of this Agreement Date resulting from the exercise of employee stock options outstanding on such datedate or described on Section 3.5(c) of the Company Disclosure Letter, there are no exercisable securities, there are no options, preemptive rights, warrants, calls, rights, commitments, agreements, arrangements or understandings of any kind to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or accelerate the vesting of or enter into any such option, warrant, call, right, commitment, agreement, arrangement or understanding. There Other than the Tender and Support Agreement, there are no stockholder agreements, voting trusts, proxies or other similar agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of capital stock of the Company or any of its Subsidiaries. Other than upon the net exercise of employee options or pursuant to withhold-to-cover elections under the outstanding Company Restricted Stock Unit Awards, Company Restricted Stock Awards and Company Performance Stock Unit Awards, there There are no rights or obligations, contingent or otherwise (including rights of first refusal in favor of the Company), of the Company or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity. There are no registration rights, anti-dilutive rights, preemptive rights, rights of first refusal or other agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of Company Common Stock or shares of capital stock of any such Subsidiary. In accordance with Section 5.2(b), there are no obligations to fund any matching contributions under the Company’s 401(k) Plan with shares of capital stock of the Company.

Securities of the Company Group. Except as described in Section Sections 3.5(a) or Section and 3.5(c) of this Agreementthe Company Disclosure Letter, no (i) share capital stock or other voting securities of the Company or any of its Subsidiaries, (ii) securities of the Company or any of its Subsidiaries or any security convertible or exchangeable into or exercisable for such capital stock or other voting securities of or ownership interests in the Company or any of its Subsidiaries, (iii) warrants, calls, options, subscriptions, rights of first offer or refusal, preemptive rights or any similar rights, commitments, Contracts or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or ownership interests in, or any securities convertible or exchangeable into or exercisable for capital stock or other voting securities of or ownership interests in, the Company or any of its Subsidiaries, or (iv) phantom stock, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based commitments, contingent value rights or similar securities or rights that are derivative of, the value or price of, any capital stock or voting securities of, or ownership interests in, the Company or any of its Subsidiariesshare capital, is issued, reserved for issuance or outstanding as of the Agreement Date. Except as described in Section 3.5(c) of this Agreement and except for changes since the Agreement Date resulting from the exercise of employee stock options outstanding on such datedate or described on Section 3.5(c) of the Company Disclosure Letter, there are no exercisable securities, there are no options, preemptive rights, warrants, calls, rights, commitments, agreements, arrangements or understandings of any kind to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of share capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or accelerate the vesting of or enter into any such option, warrant, call, right, commitment, agreement, arrangement or understanding. There are no stockholder agreements, voting trusts, proxies or other similar agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of share capital stock of the Company or any of its Subsidiaries. Other than upon the net exercise of employee options or pursuant to withhold-to-cover elections under the outstanding Company Restricted Stock Unit Awards, Company Restricted Stock Awards Voting and Company Performance Stock Unit AwardsSupport Agreements, there are no rights or obligations, contingent or otherwise (including rights of first refusal in favor of the Company), of the Company or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of share capital stock of the Company or any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity. There Other than the Company Investors’ Rights Agreement, there are no registration rights, anti-dilutive rights, preemptive rights, rights of first refusal or other agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of Company Common Stock Ordinary Shares or shares of capital stock of any such Subsidiary. In accordance with Section 5.2(b), there are no obligations to fund any matching contributions under the Company’s 401(k) Plan with shares of capital stock of the Company.

Securities of the Company Group. Except (w) as described in Section 3.5(a2.5(a), (x) or Section 3.5(c) of this Agreement, no (i) capital stock or other voting securities 2.6 of the Company or any of its SubsidiariesDisclosure Letter, (iiy) securities for changes between the Capitalization Date and the date of this Agreement resulting from the vesting, exercise, settlement and/or forfeiture of Company Options, Company Restricted Stock Unit Awards, Company Performance Stock Unit Awards and Company Special Performance Stock Unit Awards, in each case, outstanding as of the Capitalization Date and in accordance with the terms of such awards and (z) for issuances following the date hereof expressly permitted by Section 4.2(b), no capital stock of the Company or any of its Subsidiaries or any security convertible or exchangeable into or exercisable for such capital stock or other voting securities of or ownership interests in the Company or any of its Subsidiaries, (iii) warrants, calls, options, subscriptions, rights of first offer or refusal, preemptive rights or any similar rights, commitments, Contracts or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or ownership interests in, or any securities convertible or exchangeable into or exercisable for capital stock or other voting securities of or ownership interests in, the Company or any of its Subsidiaries, or (iv) phantom stock, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based commitments, contingent value rights or similar securities or rights that are derivative of, the value or price of, any capital stock or voting securities of, or ownership interests in, the Company or any of its Subsidiaries, is issued, reserved for issuance or outstanding as of the Agreement Dateoutstanding. Except as described in Section 3.5(c2.5(a) of this Agreement and as of the date of the Agreement (except for changes since between the Capitalization Date and the date of this Agreement Date resulting from the exercise vesting, exercise, settlement and/or forfeiture of employee stock options Company Options, Company Restricted Stock Unit Awards, Company Performance Stock Unit Awards and Company Special Performance Stock Unit Awards, in each case, outstanding on as of the Capitalization Date and in accordance with the terms of such date, awards) there are no exercisable securities, there are no options, preemptive rights, warrants, calls, rights, commitments, agreements, arrangements or understandings of any kind to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or accelerate the vesting of of, or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or understanding. There Other than the Rollover Agreement and then Voting and Support Agreements, there are no stockholder agreements, voting trusts, proxies or other similar agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of capital stock of the Company or any of its Subsidiaries. Other than upon All Subsidiaries of the net exercise Company are wholly owned except as set forth on Section 2.6 of employee options or pursuant to withhold-to-cover elections under the outstanding Company Restricted Stock Unit Awards, Company Restricted Stock Awards and Company Performance Stock Unit Awards, there Disclosure Letter. There are no rights or obligations, contingent or otherwise (including rights of first refusal in favor of the Company), of the Company or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity. There are no registration rights, anti-dilutive rights, preemptive rights, rights of first refusal or other similar agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of Company Common Stock or shares of capital stock of any such Subsidiary. In accordance with Section 5.2(b), there are no obligations to fund any matching contributions under the Company’s 401(k) Plan with shares of capital stock of the Company.

Securities of the Company Group. Except as described in Section Sections 3.5(a) or Section and 3.5(c) of this Agreementthe Company Disclosure Letter, no (i) capital stock or other voting securities of the Company or any of its Subsidiaries, (ii) securities of the Company or any of its Subsidiaries or any security convertible or exchangeable into or exercisable for such capital stock or other voting securities of or ownership interests in the Company or any of its Subsidiaries, (iii) warrants, calls, options, subscriptions, rights of first offer or refusal, preemptive rights or any similar rights, commitments, Contracts or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or ownership interests in, or any securities convertible or exchangeable into or exercisable for capital stock or other voting securities of or ownership interests in, the Company or any of its Subsidiaries, or (iv) phantom stock, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based commitments, contingent value rights or similar securities or rights that are derivative of, the value or price of, any capital stock or voting securities of, or ownership interests in, the Company or any of its Subsidiaries, is issued, reserved for issuance or outstanding as of the Agreement Datedate of this Agreement. Except as described in Section 3.5(c) of this Agreement and except for changes since the date of this Agreement Date resulting from the exercise of employee stock options outstanding on such datedate or described on Section 3.5(c) of the Company Disclosure Letter, there are no exercisable securities, there are no options, preemptive rights, warrants, calls, rights, commitments, agreements, arrangements or understandings of any kind to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or accelerate the vesting of or enter into any such option, warrant, call, right, commitment, agreement, arrangement or understanding. There Other than the Voting and Support Agreement, there are no stockholder agreements, voting trusts, proxies or other similar agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of capital stock of the Company or any of its Subsidiaries. Other than upon the net exercise of employee options or pursuant to withhold-to-cover elections under the outstanding Company Restricted Stock Unit Awards, Company Restricted Stock Awards and Company Performance Stock Unit Awards, there There are no rights or obligations, contingent or otherwise (including rights of first refusal in favor of the Company), of the Company or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity. There Other than the Company Registration Rights Agreement, there are no registration rights, anti-dilutive rights, preemptive rights, rights of first refusal or other agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of Company Common Stock or shares of capital stock of any such Subsidiary. In accordance with Section 5.2(b), there are no obligations to fund any matching contributions under the Company’s 401(k) Plan with shares of capital stock of the Company.