Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 300,000,000 shares of Company Common Stock, of which 144,904,648 shares have been issued and are outstanding as of July 18, 2008; and (ii) 5,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding. Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(ii) of the Disclosure Schedule: (A) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporation; and (C) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 300,000,000 55,000,000 shares of Company Class A Common Stock, of which 144,904,648 no shares have been issued and are outstanding as of July 18the date of this Agreement; (ii) 200,000,000 shares of Class B Common Stock, 2008of which 12,357,574 shares have been issued and are outstanding as of the date of this Agreement; and (iiiii) 5,000,000 200,000,000 shares of Company Preferred Stock, of which no 55,000,000 are designated as Series A Preferred Stock, all of which have been issued and are outstanding as of the date of this Agreement, and 58,071,888 are designated as Series B Preferred Stock, of which 57,981,888 shares have been issued or and are outstandingoutstanding as of the date of this Agreement. Except as set forth in Part 2.3(a)(i) of the Disclosure ScheduleSchedule identifies, as of the Company does not hold any date of this Agreement, each Stockholder and the number of shares of its capital stock in its treasuryeach class of Company Capital Stock held by such Stockholder. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(ii) of the Disclosure Schedule: (Ai) none of the outstanding shares of Company Common Capital Stock is entitled or subject to any preemptive right, right or right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Capital Stock is subject to any right of first refusal or similar right in favor of any Acquired Corporationthe Company; and (Ciii) there is no Acquired Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Capital Stock. None Part 2.3(a)(iii) of the Acquired Corporations Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is under any obligation, or is bound held by any Contract pursuant the Company and to which it may become obligated, to repurchase, redeem or otherwise acquire any of the outstanding shares of Company Common Capital Stock or other securitiesoutstanding as of the date of this Agreement is subject.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 300,000,000 20,000,000 shares of Company Common Stock, of which 144,904,648 7,908,022 shares have been issued and are outstanding as of July 18, 2008the date of this Agreement; and (ii) 5,000,000 1,000,000 shares of Company Preferred Stock, $.10 par value per share, of which no shares have been issued or are outstanding. Except as set forth in Part 2.3(a)(i3.3(a)(i) of the Company Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(ii3.3(a)(ii) of the Company Disclosure Schedule: (Ai) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (Ciii) there is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock.

Capitalization, Etc. (a) The entire authorized capital stock of the Company consists of: (i) 300,000,000 250,000,000 shares of Company Common Stockcommon stock, of which 144,904,648 shares have been issued and are outstanding as of July 18, 2008$0.001 par value per share; and (ii) 5,000,000 116,000,000 shares of preferred stock, $0.001 par value per share, of which 41,200,000 shares have been designated as Series A Preferred Stock and 74,382,633 shares have been designated as Series B Preferred Stock. There are, as of the date of this Agreement: (i) 72,557,485 shares of Company Preferred Stock, of which no shares have been Common Stock issued or are and outstanding. Except as set forth in Part 2.3(a)(i; (ii) of the Disclosure Schedule, the Company does not hold any 37,026,730 shares of its capital stock in its treasurySeries A Preferred Stock issued and outstanding and; (iii) 74,382,633 shares of Series B Preferred Stock issued and outstanding. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There As of the date of this Agreement, there are no shares of Company Common Capital Stock held by any of the other Acquired Corporations. Except As of the date of this Agreement, and except as set forth in Part 2.3(a)(ii2.3(a) of the Acquired Corporation Disclosure Schedule: (Ai) none of the outstanding shares of Company Common Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Capital Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (Ciii) there is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Capital Stock. None of the Acquired Corporations is under any obligation, obligation or is bound by any Contract contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesCapital Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 300,000,000 40,000,000 shares of Company Common Stock, of which 144,904,648 9,899,671 shares have been issued and are outstanding as of July 18, 2008the date of this Agreement; and (ii) 5,000,000 2,500,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(ii) of the Company Disclosure Schedule: (Ai) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (Ciii) there is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of: (i) 300,000,000 shares of is NIS 2,000,000 divided into 200,000,000 Company Common StockShares, of which 144,904,648 shares 21,312,857 Company Shares have been issued and are outstanding as of July 18, 2008; and (ii) 5,000,000 shares the date of Company Preferred Stock, of which no shares have been issued or are outstanding. Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasurythis Agreement. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock Shares held by any of the other Acquired CorporationsCompanies. Except as set forth in Part 2.3(a)(ii) No holder of the Disclosure Schedule: (A) none of the outstanding shares of any Company Common Stock Shares, is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar rightright to purchase Company Shares from the Company; (B) none of the outstanding shares Company Shares, and no holder of Company Common Stock Shares, is subject to any right of first refusal in favor of any of the Acquired CorporationCompanies; and (C) there is no Acquired Company Contract to which the Company is a party, or, to the Knowledge of the Company, any other Acquired Company Contract, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common StockShares. None of the Acquired Corporations Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesShares.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 300,000,000 shares of Company Common Stock200,000,000 Shares, of which 144,904,648 shares have been 32,066,998 Shares were issued and are outstanding as of July 18the close of business on May 4, 2008; 2015 and (ii) 5,000,000 25,000,000 shares of Company Preferred Stock, of which no shares have been were issued or are outstanding. Except and outstanding as set forth in Part 2.3(a)(i) of the Disclosure Scheduleclose of business on May 4, the Company does not hold any shares of its capital stock in its treasury2015. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the other Acquired Corporations. (b) Except as set forth in Part 2.3(a)(ii3.3(b) of the Company Disclosure Schedule: Letter (Ai) none of the outstanding shares of Company Common Stock Shares is entitled or subject to to, or has been issued in violation of, any preemptive right, antidilutive right, vesting condition, right of repurchase or forfeiture, right of participation, right of maintenance maintenance, conversion right, redemption right or any similar right; (Bii) none of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (Ciii) there is are no outstanding bonds, debentures, notes or other indebtedness of the Company Contract having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; (iv) there are no stockholder agreements, proxies, voting trusts or any other Company Contracts relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common StockShares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock Shares or other Company securities.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of: (i) 300,000,000 shares of Company Common Stockis NIS 1,000,000 divided into 50,000,000 Ordinary Shares, nominal value NIS 0.02 per share, of which 144,904,648 762,500 shares are treasury shares held by the Company and 29,959,487 shares have been issued and are outstanding as of July 18, 2008; and (ii) 5,000,000 shares the date of Company Preferred Stock, of which no shares have been issued or are outstanding. Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasurythis Agreement. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. There Except for the 762,500 Company Shares held by the Company, there are no shares of Company Common Stock Shares held by any of the other Acquired CorporationsCompanies. Except as set forth in Part 2.3(a)(ii3.3(a) of the Company Disclosure Schedule: (Ai) none of the outstanding shares Company Shares, and no holder of any Company Common Stock Shares, is entitled or subject to any purchase option, call option, subscription rights, preemptive right, right of participation, right of maintenance or similar right from any similar rightAcquired Company; (Bii) none of the outstanding shares Company Shares, and no holder of Company Common Stock Shares, is subject to any right of first refusal in favor of any of the Acquired CorporationCompanies; and (Ciii) there is no Acquired Company Contract to which the Company is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common StockShares. None of the Acquired Corporations Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesShares.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 300,000,000 95,000,000 shares of Company Common Stock, of which 144,904,648 35,532,571 shares have been issued and are outstanding as of July 18the close of business on May 3, 20082019 (the “Specified Equity Date”); and (ii) 5,000,000 shares of Company Preferred Stockpreferred stock, $0.00001 par value per share, of which no shares have been issued or are outstanding. Except as set forth From the close of business on the Specified Equity Date until the date of this Agreement, no shares of Company Common Stock have been issued, except for shares of Company Common Stock issued pursuant to the exercise of Company Options or the vesting of Company RSUs, in Part 2.3(a)(i) of each case, outstanding on the Disclosure Schedule, the Specified Equity Date and in accordance with their terms. The Company does not hold any shares of its capital stock in its treasury. There are no shares of Company Common Stock beneficially owned by any Subsidiary of the Company. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the other Acquired CorporationsCompanies. Except as set forth in Part 2.3(a)(ii) of the Disclosure Schedule: (A) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporation; and (C) there There is no Company Contract relating to the Table of Contents voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities.

Capitalization, Etc. (a) The As of the date hereof, the authorized capital stock of the Company consists of: (i) 300,000,000 50,000,000 shares of Company Common Stock, of which 144,904,648 22,545,807 shares have been issued and are outstanding as of July 18April 27, 20082001; and (ii) 5,000,000 7,500,000 shares of Company Preferred Stock, 1,500,000 of which have been designated Series A Junior Participating Preferred Stock, of which no shares have been issued or are outstanding. Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, the The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(ii2.4(a) of the Company Disclosure Schedule: (Ai) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (Ciii) there is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 300,000,000 50,000,000 shares of Company Common Stock, of which 144,904,648 19,217,880 shares have been issued and are outstanding and of which no shares are held by the Company in its treasury as of July 18October 15, 20081997; and (ii) 5,000,000 shares of Company Preferred Stock, $.001 par value per share, of which no shares have been issued are outstanding or are outstanding. Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, held by the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(ii2.3(a)(i) of the Company Disclosure Schedule: Schedule and except in respect of the Company Options (Aas defined below): (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (Ciii) there is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 300,000,000 30,000,000 shares of Company Common Stock, of which 144,904,648 16,874,486 shares have been issued and are outstanding as of July 18, 2008; the date of this Agreement and (ii) 5,000,000 4,700,000 shares of Company Preferred Stock, none of which no shares have been is issued or are outstandingand outstanding as of the date of this Agreement. Except as set forth in Part 2.3(a)(i2.3(a) (i) of the Company Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired CorporationsCompany Entities. Except as set forth in Part 2.3(a)(ii2.3(a)(i) of the Company Disclosure Schedule: (Ai) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (Ciii) there is no Company Entity Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations Company Entities is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 300,000,000 of 9,000,000 shares of Company Common Stock, of which 144,904,648 4,308,947 shares have been issued and are outstanding as of July 18the date of this Agreement, 2008; and (ii) 5,000,000 2,000,000 shares of Company Non-Voting Common Stock, of which no shares have been issued and are outstanding as of the date of this Agreement and 1,000,000 shares of Preferred Stock, of which no shares have been issued or and are outstanding. Except outstanding as set forth in Part 2.3(a)(i) of the Disclosure Schedule, the date of this Agreement. The Company does not hold any holds 399,794 shares of Company Common Stock in its treasury and no other shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(ii3.3(a) of the Disclosure Schedule: (A) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (C) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations Entities is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. The Company holds no repurchase right with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options).

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of: (i) 300,000,000 15,000,000 shares of Company Common Stock, of which 144,904,648 29,000 shares have been issued and are outstanding; and (ii) 10,000,000 shares of preferred stock (par value $0.001 per share), all of which have been designated "Series A Preferred Stock," of which 10,000,000 shares have been issued and are outstanding as of July 18, 2008; and (ii) 5,000,000 shares the date of this Agreement. Each outstanding share of preferred stock is convertible into one share of Company Preferred Common Stock, of which no shares have been issued or are outstanding. Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock and Company Series A Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. There As of the date of this Agreement, there are no shares of Company Common Capital Stock held by any of the other Acquired Corporations. Part 2.3(a) of the Company Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. Except as set forth in Part 2.3(a)(ii2.3(a) of the Company Disclosure Schedule: (A) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporation; and (C) there is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Capital Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesCapital Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 300,000,000 100,000,000 shares of Company Common Stock, of which 144,904,648 37,159,569 shares have been issued and are were outstanding as of July 18October 23, 20082000; and (ii) 5,000,000 shares of Company Preferred Stock, $.001 par value per share, of which no shares have been are issued or are and outstanding. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the other Acquired CorporationsCorporation. Except as set forth in Part 2.3(a)(ii) of the Company Disclosure Schedule: (Ai) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (Ciii) there is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities.to

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 300,000,000 95,000,000 shares of Company Common Stock, of which 144,904,648 35,532,571 shares have been issued and are outstanding as of July 18the close of business on May 3, 20082019 (the “Specified Equity Date”); and (ii) 5,000,000 shares of Company Preferred Stockpreferred stock, $0.00001 par value per share, of which no shares have been issued or are outstanding. Except as set forth From the close of business on the Specified Equity Date until the date of this Agreement, no shares of Company Common Stock have been issued, except for shares of Company Common Stock issued pursuant to the exercise of Company Options or the vesting of Company RSUs, in Part 2.3(a)(i) of each case, outstanding on the Disclosure Schedule, the Specified Equity Date and in accordance with their terms. The Company does not hold any shares of its capital stock in its treasury. There are no shares of Company Common Stock beneficially owned by any Subsidiary of the Company. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the other Acquired CorporationsCompanies. Except as set forth in Part 2.3(a)(ii) of the Disclosure Schedule: (A) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporation; and (C) there There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 300,000,000 of 50,000,000 shares of Company Common Stock, of which 144,904,648 8,274,708 shares have been issued and are outstanding as of July 18the date of this Agreement, 2008; and (ii) 5,000,000 4,340,000 shares of Company Series A Preferred Stock, all of which no shares have been issued or and are outstanding. Except outstanding as set forth in Part 2.3(a)(i) of the Disclosure Scheduledate of this Agreement, 1,097,783 shares of Company Series B Preferred Stock, all of which have been issued and are outstanding as of the date of this Agreement, 7,096,900 shares of Company Series C Preferred Stock, all of which have been issued and are outstanding as of the date of this Agreement, and 6,036,616 shares of Company Series D Preferred Stock, all of which have been issued and are outstanding as of the date of this Agreement. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(ii) of the Disclosure Schedule: Schedule 2.3(a): (Ai) none of the outstanding shares of Company Common Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Capital Stock is subject to any right of first refusal or similar right in favor of the Company or any Acquired Corporationother Person; and (Ciii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Capital Stock. None of the Acquired Corporations The Company is not under any obligation, or and is not bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Capital Stock or any other securities.

Capitalization, Etc. (aA) The authorized capital stock of the Company consists of: (i) 300,000,000 30,000,000 shares of Company Common Stock, of which 144,904,648 16,874,486 shares have been issued and are outstanding as of July 18, 2008; the date of this Agreement and (ii) 5,000,000 4,700,000 shares of Company Preferred Stock, none of which no shares have been is issued or are outstandingand outstanding as of the date of this Agreement. Except as set forth in Part 2.3(a)(i2.3(a) (i) of the Company Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired CorporationsCompany Entities. Except as set forth in Part 2.3(a)(ii2.3(a)(i) of the Company Disclosure Schedule: (Ai) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (Ciii) there is no Company Entity Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations Company Entities is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 300,000,000 120,000,000 shares of Company Common Stock, of which 144,904,648 30,767,544 shares have been were issued and are outstanding as of July 18February 20, 20082004; and (ii) 5,000,000 20,000,000 shares of Company Preferred Stock, $.01 par value per share, of which no shares have been issued or are outstanding. Except as set forth in Part 2.3(a)(i3.3(a)(i) of the Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(ii3.3(a)(ii) of the Disclosure Schedule: (Ai) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (Ciii) there is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(iii) of the Disclosure Schedule describes all repurchase rights held by the Company with respect to shares of Company Common Stock (whether such shares were issued pursuant to the exercise of Company Options or other securitiesotherwise).

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of: (i) 300,000,000 40,000,000 shares of Company Common Stock, of which 144,904,648 13,729,687 shares have been are issued and are outstanding as of July 18, 2008outstanding; and (ii) 5,000,000 138,496 shares of Company Series A Preferred Stock, of which no 138,496 shares have been are issued or and outstanding; (iii) 174,368 shares of Series A-1 Preferred Stock of which 174,368 shares are issued and outstanding; (iv) 6,869,154 shares of Series B Preferred Stock, of which 6,869,154 shares are issued and outstanding; and (v) 4,000,000 shares of Series C Preferred Stock, of which 2,949,251 shares are issued and outstanding. Except as set forth in Part 2.3(a)(i) All of the Disclosure Schedule, information contained in Schedule 1.5(g) is accurate and complete as of the date of this Agreement. Each issued and outstanding share of Company does not hold Preferred Stock is convertible into one share of Company Common Stock. No dividends have ever been paid or declared with respect to any shares of its capital stock in its treasuryCompany Capital Stock. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(ii) of the Disclosure Schedule: (Ai) none of the outstanding shares of Company Common Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) other than the rights created pursuant to this Agreement, none of the outstanding shares of Company Common Capital Stock is subject to any right of first refusal or similar right in favor of the Company or any Acquired Corporationother Person; and (Ciii) there is no Company Acquired Corporation Contract (other than this Agreement) relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Capital Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Capital Stock or any other securities. No shares of Company Capital Stock are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other Acquired Corporation Contract. Except as set forth in Part 2.3(a)(iii) of the Disclosure Schedule, none of the Acquired Corporations is or may become obligated to provide board of directors “observer” rights, visitation rights or similar rights to any shareholder or other Person.

Capitalization, Etc. (a) The authorized capital stock of the Company Purchaser consists of: (i) 300,000,000 of 60,000,000 shares of Company Purchaser Common Stock, of which 144,904,648 16,545,411 shares have had been issued and are were outstanding as of July 18June 30, 2008; and (ii) 5,000,000 2001. The Purchaser has not repurchased any shares of Company Preferred Stock, of which no shares have been issued or are outstanding. Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, the Company its capital stock and does not hold any shares of its capital stock in its treasury, except for the repurchase of the Purchaser Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Purchaser. All of the outstanding shares of Company Purchaser Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(ii) of the Disclosure SchedulePurchaser SEC Reports: (Ai) none of the outstanding shares of Company Purchaser Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance first offer or any similar rightright created by the Purchaser or imposed under applicable law with respect to capital stock of the Purchaser; (Bii) none of the outstanding shares of Company Purchaser Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Purchaser; and (Ciii) there is no Company the Purchaser Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Purchaser Common Stock. None of the Acquired Corporations The Purchaser is not under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Purchaser Common Stock or other securitiesStock.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of: (i) 300,000,000 15,000,000 shares of Company Common Stock, of which 144,904,648 29,000 shares have been issued and are outstanding; and (ii) 10,000,000 shares of preferred stock (par value $0.001 per share), all of which have been designated "Series A Preferred Stock," of which 10,000,000 shares have been issued and are outstanding as of July 18, 2008; and (ii) 5,000,000 shares the date of this Agreement. Each outstanding share of preferred stock is convertible into one share of Company Preferred Common Stock, of which no shares have been issued or are outstanding. Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock and Company Series A Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. There As of the date of this Agreement, there are no shares of Company Common Capital Stock held by any of the other Acquired Corporations. Part 2.3(a) of the Company Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. Except as set forth in Part 2.3(a)(ii2.3(a) of the 11. Company Disclosure Schedule: (A) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporation; and (C) there is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Capital Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesCapital Stock.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of: (i) 300,000,000 shares of Company Common Stockis NIS 1,000,000 divided into 50,000,000 Ordinary Shares, nominal value NIS 0.02 per share, of which 144,904,648 762,500 shares are treasury shares held by the Company and 29,959,487 shares have been issued and are outstanding as of July 18, 2008; and (ii) 5,000,000 shares the date of Company Preferred Stock, of which no shares have been issued or are outstanding. Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasurythis Agreement. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. There Except for the 762,500 Company Shares held by the Company, there are no shares of Company Common Stock Shares held by any of the other Acquired CorporationsCompanies. Except as set forth in Part 2.3(a)(ii‎3.3‎(a) of the Company Disclosure Schedule: (Ai) none of the outstanding shares Company Shares, and no holder of any Company Common Stock Shares, is entitled or subject to any purchase option, call option, subscription rights, preemptive right, right of participation, right of maintenance or similar right from any similar rightAcquired Company; (Bii) none of the outstanding shares Company Shares, and no holder of Company Common Stock Shares, is subject to any right of first refusal in favor of any of the Acquired CorporationCompanies; and (Ciii) there is no Acquired Company Contract to which the Company is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common StockShares. None of the Acquired Corporations Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesShares.