Common use of Capital Structure of Company Clause in Contracts

Capital Structure of Company. The authorized share capital of Company consists of 100,000,000 of Company Common Shares. As of the close of business on August 1, 2008, 38,305,735 Company Common Shares were issued and outstanding, of which 23,415 were Company Restricted Shares, and 3,245,301 Company Common Shares were reserved for issuance upon the exercise or payment of outstanding warrants and outstanding stock options or other equity-related awards (such stock option and restricted share plans and programs, collectively, the “Company Share Plans”). There are no Company Common Shares held by Company or by its subsidiaries. From March 31, 2008 to the date hereof, Company has not issued or permitted to be issued any Company Common Shares, share appreciation rights or securities exercisable or exchangeable for or convertible into shares in the share capital of Company or any of its subsidiaries, other than pursuant to and as required by the terms of the Company Share Plans and, from March 31, 2008 to the date hereof, Company has not issued any share options or other awards under the Company Share Plans. All outstanding Company Common Shares have been duly authorized and validly issued and are fully paid and non-assessable and not subject to preemptive rights. No bonds, debentures, notes or other indebtedness having the right to vote (or which are convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote (“Voting Debt”) of Company or any subsidiary of Company are issued or outstanding. Except as set forth in Section 3.1(b)(iii) of the Company Disclosure Letter, and for options, units or awards issued or to be issued under the Company Share Plans, there are no options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character to which Company or any subsidiary of Company is a party or by which it or any such subsidiary is bound (A) obligating Company or any subsidiary of Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the share capital or any Voting Debt or other equity rights of Company, or of any subsidiary of Company, (B) obligating Company or any subsidiary of Company to grant, extend or enter into any such option, warrant, call, convertible or exchangeable security, right, commitment or agreement or (C) which provide the economic equivalent of an equity ownership interest in Company or any subsidiary of Company. Except as set forth in Section 3.1(b)(iii) of the Company Disclosure Letter, none of Company or any subsidiary of Company is a party to any member or shareholder agreement, voting trust agreement or registration rights agreement relating to any equity securities of Company or any subsidiary of Company or any other agreement relating to disposition, voting or dividends with respect to any equity securities of Company or any subsidiary of Company. There are no outstanding contractual obligations of Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares in the share capital of Company or any of its subsidiaries. Except as set forth in Section 3.1(b)(iv) of the Company Disclosure Letter, since June 30, 2008 through the date of this Agreement, Company has not declared, set aside, made or paid to the shareholders of Company dividends or other distributions on the outstanding shares in the share capital of Company.

Capital Structure of Company. (i) The authorized share capital of Company consists of 100,000,000 of Company Common Shares. As of the close of business on August 1, 2008, 38,305,735 Company Common Shares were issued and outstanding, of which 23,415 were Company Restricted Shares, and 3,245,301 Company Common Shares were reserved for issuance upon the exercise or payment of outstanding warrants and outstanding stock options or other equity-related awards (such stock option and restricted share plans and programs, collectively, the “Company Share Plans”). There are no Company Common Shares held by Company or by its subsidiaries. From March 31, 2008 to the date hereof, Company has not issued or permitted to be issued any Company Common Shares, share appreciation rights or securities exercisable or exchangeable for or convertible into shares in the share capital of Company or any of its subsidiaries, other than pursuant to and as required by the terms of the Company Share Plans and, from March 31, 2008 to the date hereof, Company has not issued any share options or other awards under the Company Share Plans. All outstanding Company Common Shares have been duly authorized and validly issued and are fully paid and non-assessable and not subject to preemptive rights. . (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or which are convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote (“Voting Debt”) of Company or any subsidiary of Company are issued or outstanding. . (iii) Except as set forth in Section 3.1(b)(iii) of the Company Disclosure Letter, and for options, units or awards issued or to be issued under the Company Share Plans, there are no options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character to which Company or any subsidiary of Company is a party or by which it or any such subsidiary is bound (A) obligating Company or any subsidiary of Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the share capital or any Voting Debt or other equity rights of Company, or of any subsidiary of Company, (B) obligating Company or any subsidiary of Company to grant, extend or enter into any such option, warrant, call, convertible or exchangeable security, right, commitment or agreement or (C) which provide the economic equivalent of an equity ownership interest in Company or any subsidiary of Company. Except as set forth in Section 3.1(b)(iii) of the Company Disclosure Letter, none of Company or any subsidiary of Company is a party to any member or shareholder agreement, voting trust agreement or registration rights agreement relating to any equity securities of Company or any subsidiary of Company or any other agreement relating to disposition, voting or dividends with respect to any equity securities of Company or any subsidiary of Company. There are no outstanding contractual obligations of Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares in the share capital of Company or any of its subsidiaries. . (iv) Except as set forth in Section 3.1(b)(iv) of the Company Disclosure Letter, since June 30, 2008 through the date of this Agreement, Company has not declared, set aside, made or paid to the shareholders of Company dividends or other distributions on the outstanding shares in the share capital of Company.

Capital Structure of Company. The (a) As of the date of this Agreement, the authorized share capital stock of Company consists of 100,000,000 500,000,000 shares of Company Common SharesStock, par value of $0.01 per share, and 50,000,000 shares of preferred stock, par value $1.00 per share (the “Company Preferred Stock”). As of October 6, 2023 (the close “Capitalization Date”), (i) 58,066,969 shares of business on August 1, 2008, 38,305,735 Company Common Shares Stock were issued and outstanding, (ii) 5,897,470 shares of which 23,415 were Company Restricted Shares, and 3,245,301 Company Common Shares Stock were reserved for issuance upon the exercise or payment of outstanding warrants and outstanding stock options or other equity-related awards (such stock option and restricted share plans and programs, collectively, the “Company Share Plans”). There are no Company Common Shares held by Company or by in its subsidiaries. From March 31treasury, 2008 (iii) 725,023 shares of Company Common Stock were reserved and available for issuance pursuant to the date hereofCompany Stock Plans, of which (A) 42,860 shares were issuable upon exercise of outstanding Company has not Options, (B) 783,495 shares were issuable upon vesting of outstanding Company RSUs, (C) 40,127 shares were issuable upon settlement of outstanding Company DSUs and (D) 921,230 shares were issuable upon vesting of outstanding Company PSUs, assuming achievement of applicable goals and conditions at maximum performance levels, (iv) 826,834 shares of Company Common Stock were reserved and available for issuance pursuant to the Company ESPP, (v) no shares of Company Preferred Stock were issued or permitted to and outstanding and (vi) no shares of Company Preferred Stock were held by Company in its treasury. All outstanding shares of Company Common Stock are, and all such shares which may be issued any Company Common Shares, share appreciation rights or securities exercisable or exchangeable for or convertible into shares prior to the Effective Time in the share capital of Company or any of its subsidiaries, other than pursuant to and as required by accordance with the terms of the Company Share Plans andthis Agreement will be when issued, from March 31duly authorized, 2008 to the date hereofvalidly issued, Company has not issued any share options or other awards under the Company Share Plans. All outstanding Company Common Shares have been duly authorized and validly issued and are fully paid and non-assessable and not subject to or issued in violation of any purchase option, put option, call option, right of first refusal, preemptive rightsright, subscription right, warrant or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Company or any Company Material Contract. No There are no bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or which are convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Company Common Stock or stock of any Company Subsidiary may vote (“Voting Company Debt”) of Company or any subsidiary of Company are issued or outstanding). Except as set forth above, and the capital stock of, or other equity or voting interests in Section 3.1(b)(iii) the Company Subsidiaries owned by Company or one of its Subsidiaries, as of the Capitalization Date, (A) there were no shares of capital stock of, or other equity or voting interests in, Company Disclosure Letteror any Company Subsidiary issued, reserved for issuance or outstanding and for options, units or awards issued or to be issued under the Company Share Plans, (B) there are were no options, rights, warrants, calls, convertible or exchangeable securities, “phantom” stock, performance awards, outstanding stock appreciation rights, commitments dividend equivalent rights, rights to receive equity on a deferred basis or agreements other equity rights, stock-based performance units, commitments, Contracts or undertakings of any character kind to which Company or any subsidiary of Company is its Subsidiaries was a party or by which it any of their respective properties or any such subsidiary is assets was bound (A1) obligating Company or any subsidiary of Company its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the share capital stock or other equity securities of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Company or any Company Subsidiary or any Voting Debt or other equity rights of Company, or of any subsidiary of CompanyCompany Debt, (B2) obligating Company or any subsidiary of Company its Subsidiaries to issue, grant, extend or enter into any such option, right, warrant, call, convertible or exchangeable security, rightcommitment, commitment Contract, arrangement or agreement undertaking or (C3) which provide that give any Person the right to receive any economic benefit or right similar to or derived from the economic equivalent benefits and rights accruing to holders of an Company Common Stock or the holders of the capital stock or any other equity ownership interest of any Company Subsidiary (the items in clauses (A) and (B), collectively, “Company Securities”). From the Capitalization Date through the date of this Agreement, neither Company nor any of its Subsidiaries has issued any Company Securities, other than pursuant to the Company ESPP, Company Options, Company PSUs, Company RSUs or Company DSUs, in each case, which were outstanding as of the Capitalization Date. There are not any outstanding Contracts of any kind that obligate Company or any subsidiary of Companyits Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. (b) No Subsidiary of Company owns any shares of Company Common Stock. Except as set forth in Section 3.1(b)(iii) of the Company Disclosure Letter, none None of Company or any subsidiary Subsidiary of Company is a party to any member or shareholder stockholder’s agreement, voting trust agreement or agreement, registration rights agreement or other similar agreement or understanding relating to any equity securities of Company or any subsidiary of Company or any other agreement relating to Securities, including the disposition, voting or dividends with respect to any Company Securities. The Company Common Stock is the only class of Company Securities registered under the Exchange Act. (c) All of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary are owned directly or indirectly, beneficially and of record, by Company or its Subsidiaries free and clear of all Liens (including any restriction on the right to vote, sell or otherwise dispose of such shares of capital stock or other equity or voting interests) except transfer restrictions (i) of general applicability as may be provided under the Securities Act or other applicable securities Law or (ii) under the relevant organizational documents of such Subsidiary. Each outstanding share of capital stock or any other equity interest of each Subsidiary is free of preemptive rights and other rights obligating Company or any subsidiary Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of Company. There are no outstanding contractual obligations of capital stock or other equity interest or voting security in Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares in the share capital Subsidiary of Company (or any securities convertible into or exchangeable for such shares of its subsidiaries. Except as set forth in Section 3.1(b)(iv) of the Company Disclosure Letter, since June 30, 2008 through the date of this Agreement, Company has not declared, set aside, made or paid to the shareholders of Company dividends capital stock or other distributions on the outstanding shares in the share capital of Companyequity interests or voting securities).