Common use of Capitalization of Parent and its Subsidiaries Clause in Contracts

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 shares of Parent Common Stock, of which, as of December 7, 1998, 218,140,000 shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 9, 1996 between Parent and Xxxxxx Trust and Savings Bank) and 400,000 shares of preferred stock, $.01 par value per share, none of which are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of December 7, 1998, 58,185,625 shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrants. Between December 7, 1998 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such date and except for grants of stock options to employees, officers and directors in the ordinary course of business consistent with past practice. Between December 7, 1998 and the date hereof, no stock options or warrants have been granted. Except as set forth above and except for the Parent Rights, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock, or voting securities of Parent (iii) no options or other rights to acquire from Parent or its subsidiaries and no obligations of Parent or its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (collectively, "Parent Securities"). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of capital stock of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 (i) 250,000,000 shares of Parent Common Stock, of which, as of December 7September 30, 19981996, 218,140,000 80,976,337 shares of Parent Common Stock were issued and outstanding outstanding, and (each together with a Parent Common Stock purchase right (the "Parent Rights"ii) issued pursuant to the Rights Agreement dated as of February 9, 1996 between Parent and Xxxxxx Trust and Savings Bank) and 400,000 25,000,000 shares of preferred stock, $.01 par value per share, of which, as of the date hereof, none of which are issued and outstanding. All of the outstanding shares of Parent Common Stock have been validly issued issued, and are fully paid, nonassessable and free of preemptive rights. As of December 7September 30, 19981996, 58,185,625 5,155,986 shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrants494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings plan. Between December 7Except as set forth in Section 3.2 of the Parent Disclosure Schedule since September 30, 1998 and the date hereof1996, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such date September 30, 1996, and except for grants of stock options to employees, officers and directors in the ordinary course of business consistent with past practice. Between December 7, 1998 and the date hereof, no stock options or warrants have been granted. Except as set forth above and except for or as described in Section 3.2 of the Parent RightsDisclosure Schedule, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent Parent, (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock, stock or voting securities of Parent Parent, (iii) no options or other rights to acquire from Parent or its subsidiaries subsidiaries, and no obligations of Parent or its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent Parent, and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalent equivalents, interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent Securities"). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there There are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by to which it is bound relating to the voting of any shares of capital stock of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 200,000,000 shares of Parent Common Stock, of which, as of December 7September 30, 19982000, 218,140,000 71,725,672 shares of Parent Common Stock were issued and outstanding (each together with a right to purchase preferred stock of Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement between Parent and Xxxxx Xxxxxx Shareholder Services, L.L.C., dated as of February 9September 23, 1996 between Parent 1998 and Xxxxxx Trust and Savings Bank) and 400,000 10,000,000 shares of preferred stock, $.01 1.00 par value per share, none of which are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of December 7September 30, 19982000, 58,185,625 (X) 4,707,506 shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrants(Y) there were 255,451 shares of Parent Common Stock subject to Parent Restricted Stock Rights and up to 1,168,512 shares of Parent Common Stock issuable under Parent Restricted Performance Stock Rights outstanding. Between December 7September 30, 1998 2000 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such date and except for grants of stock options options, restricted stock rights and restricted performance stock rights to employees, officers and directors in the ordinary course of business consistent with past practice. Between December 7practice between September 30, 1998 2000 and the date hereof, no stock options or warrants have been granted. Except as set forth above and except for the Parent Rights, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent Parent, (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock, or voting securities of Parent Parent, (iii) no options or other rights to acquire from Parent or its subsidiaries and no obligations of Parent or its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Parent's Non-Statutory Stock Option Employee Directors Equity Participation Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (collectively, collectively "Parent Securities"). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of capital stock of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 of: (i) 500,000,000 shares of Parent Common Stock, of which, as of December 7, 1998, 218,140,000 which 243,730,139 shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 9the close of business on September 30, 1996 between Parent 2000, and Xxxxxx Trust and Savings Bank(ii) and 400,000 1,000,000 shares of preferred stock, $.01 1.00 par value per share, none of which are outstanding. All of the issued and outstanding shares of Parent Common Stock have been validly issued issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. As of December 7September 30, 19982000, 58,185,625 no more than 2,221,000 shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrants. Between December 7, 1998 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such date and except for grants of stock options to employees, officers and directors in the ordinary course of business consistent with past practice. Between December 7, 1998 and the date hereof, no stock options or warrants have been grantedoptions. Except as described in Section 4.2 of the Parent Disclosure Schedule, the Parent SEC Reports (as hereinafter defined) or as set forth above and except for the Parent Rightsabove, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent Parent, (ii) no securities of Parent or any of its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock, stock or voting securities of Parent Parent, (iii) no options or other rights to acquire from Parent or any of its subsidiaries Subsidiaries, and no obligations of Parent or any of its subsidiaries Subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent Parent, and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) other than in connection with Parent's Employee Benefit Plans and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co.Programs, no equity equivalent equivalents, interests in the ownership or earnings of Parent or any of its subsidiaries Subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent SecuritiesPARENT SECURITIES"). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there There are no outstanding obligations of Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There Except as set forth in the Parent SEC Reports, there are no stockholder shareholder agreements, voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party or by to which it is bound relating to the voting of any shares of capital stock of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 (i) 120,000,000 shares of Parent Common Stock, of which, as of December 7March 17, 19981997, 218,140,000 35,051,062 shares of Parent Common Stock were issued and outstanding and (each together with a Parent Common Stock purchase right (the "Parent Rights"ii) issued pursuant to the Rights Agreement dated as of February 9, 1996 between Parent and Xxxxxx Trust and Savings Bank) and 400,000 5,000,000 shares of preferred stock, $.01 0.001 par value per share, none of which are is issued or outstanding. All of the outstanding shares of Parent Common Stock have been validly issued issued, and are fully paid, nonassessable and free of preemptive rights. As of December 7March 17, 19981997, 58,185,625 4,649,000 shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrantsoptions. Between December 7, 1998 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such date and except for grants of stock options to employees, officers and directors Except as described in the ordinary course of business consistent with past practice. Between December 7Parent SEC Reports, 1998 and the date hereof, no stock options or warrants have been granted. Except as set forth above and except for or as described in Section 3.2(a) of the Parent RightsDisclosure Schedule, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent Parent, (ii) no securities of Parent or its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock, stock or voting securities of Parent Parent, (iii) no options or other rights to acquire from Parent or its subsidiaries Subsidiaries and no obligations of Parent or its subsidiaries Subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent Parent, and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalent equivalents, interests in the ownership or earnings of Parent or its subsidiaries Subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent Securities"). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there There are no outstanding obligations of Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by to which it is bound relating to the voting of any shares of capital stock of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of the Parent consists of 600,000,000 (i) Two Hundred Fifty Million (250,000,000) shares of Parent Common Stock, of which, as of December 7October 31, 19982003, 218,140,000 Thirty Million Seven Hundred Fifty Thousand Six Hundred Eighteen (30,750,618) shares of Parent Common Stock were issued and outstanding outstanding; and (each together with a Parent Common Stock purchase right ii) Fifteen Million (the "Parent Rights"15,000,000) issued pursuant to the Rights Agreement dated as of February 9, 1996 between Parent and Xxxxxx Trust and Savings Bank) and 400,000 shares of preferred stock, par value $.01 par value per share, none of which are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of December 7October 31, 19982003, 58,185,625 an aggregate of Eight Million Eight Hundred and Eighty Seven Thousand Eight Hundred and Ten (8,887,810) shares of Parent Common Stock were reserved for issuance of which Six Million Five Hundred and 39,311,061 Thirty Three Thousand One Hundred and Eighty Six (6,533,186) shares of Parent Common Stock were issuable upon or otherwise deliverable in connection with the exercise of outstanding options to purchase Parent Common Stock issued pursuant to the following plans ("Parent Plans"): Non-Employee Director Stock Option Plan and warrantsStock Incentive Plan. Between December 7October 31, 1998 2003 and the date hereof, no shares of the Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such first date issued under Parent Plans, and except for grants of stock options to employeesbetween October 31, officers and directors in the ordinary course of business consistent with past practice. Between December 7, 1998 2003 and the date hereof, no stock options or warrants have been granted. Except as set forth above and except for the rights (the "Parent Rights") issued pursuant to Parent's Rights Agreement, effective as of October 28, 1998, between Parent and State Street Bank and Trust Company (the "Parent Rights Agreement"), as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent 30 Parent, (ii) no securities of Parent or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock, stock or other voting securities of Parent Parent, (iii) no options options, warrants or other rights to acquire from Parent or any of its subsidiaries and subsidiaries, and, except as described in the Parent SEC Reports, no obligations of Parent or any of its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or other voting securities of Parent Parent, and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalent interests in the ownership or earnings of the Parent or its subsidiaries or other similar rights (collectively, collectively "Parent Securities"). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there are no outstanding rights or obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There Other than the Parent Voting Agreements, there are no stockholder shareholder agreements, voting trusts or other agreements arrangements or understandings to which Parent is a party or by which it is bound relating to the voting or registration of any shares of capital stock or other voting securities of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 (i) 500,000,000 shares of Parent Common Stock, $.001 par value per share, of which, as of December 7August 10, 19982005, 218,140,000 approximately Eighty-Four Million One Hundred Thirty-One Thousand One Hundred Sixty-Nine (84,131,169) shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 9outstanding, 1996 between Parent and Xxxxxx Trust and Savings Bank) and 400,000 20,000,000 shares of preferred stock, $.01 .001 par value per share, none of which are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free not subject to any preemptive rights, and all shares of Parent Common Stock issued pursuant to this Agreement will be, when issued, duly authorized and validly issued, fully paid, nonassessable and not subject to any preemptive rights. As of December 7August 10, 1998, 58,185,625 2005 (A) an aggregate of approximately Seven Million Six Hundred Sixty-Eight Thousand Six Hundred Twenty-Nine (7,668,629) shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrants. Between December 7, 1998 warrants and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such date and except for grants of stock options to employees, officers and directors in the ordinary course of business consistent with past practice. Between December 7, 1998 and the date hereof, no stock options or warrants have been grantedunder purchase plans. Except as set forth above and except for the Parent Rightsabove, as of the date hereof, there are outstanding (i1) no shares of capital stock or other voting securities of Parent Parent, (ii2) no securities of Parent or its subsidiaries convertible into into, or exchangeable for for, shares of capital stock, stock or voting securities of Parent Parent, (iii3) no options options, warrants or other rights to acquire from Parent or its subsidiaries and no obligations of Parent or its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent and (iv4) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalent interests in the ownership or earnings of Parent or its any subsidiaries of Parent or other similar rights rights. All of the outstanding shares of Parent Common Stock, options and warrants to purchase shares of Parent Common Stock (collectively, "“Parent Securities")”) were issued in compliance with the Securities Act and applicable state securities laws. As of the date hereof, other than in connection with the Company's seasoned Parent’s authorized stock repurchase program, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no stockholder agreements, voting trusts or other agreements arrangements or understandings to which Parent is a party or by which it or the Parent Board is bound bound, and, to Parent’s knowledge, there are no other agreements, voting trusts or other arrangements or understandings relating to the voting of any shares of capital stock or other voting securities of Parent. No shares of Parent are issued and held by Parent in its treasury as of the date hereof.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 275,000,000 shares of Parent Common Stock, of which, as of December 7September 10, 19981999, 218,140,000 160,095,425 shares of Parent Common Stock and were issued and outstanding and 375,024 shares were held in Parent's treasury (each together with a Parent Common Stock the associated preferred stock purchase right rights (the "Parent Rights") issued pursuant to the Rights Agreement Agreement, dated as of February 918, 1996 1998, between Parent and Xxxxxx Trust ChaseMellon Shareholder Services, L.L.C. (the "Parent Rights Agreement")), and Savings Bank) and 400,000 1,000,000 shares of preferred stock, $.01 1.00 par value per share, none of which are is outstanding. All of the outstanding shares of Parent Common Stock have been validly issued issued, and are fully paid, nonassessable and free of preemptive rights. As of December 7September 10, 19981999, 58,185,625 11,512,269 shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrantsoptions. Between December 7September 10, 1998 1999 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such date and except for grants of stock options to employeesSeptember 10, officers and directors in the ordinary course of business consistent with past practice. Between December 7, 1998 and the date hereof, no stock options or warrants have been granted1999. Except as set forth above and except for the Parent Rightsabove, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent Parent, (ii) no securities of Parent or its subsidiaries convertible into or exercisable or exchangeable for shares of capital stock, stock or voting securities of Parent Parent, (iii) no options or other rights to acquire from Parent or its subsidiaries subsidiaries, and no obligations of Parent or its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exercisable or exchangeable for capital stock or voting securities of Parent Parent, and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalent equivalents, interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (collectively, collectively "Parent Securities"). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of capital stock of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 30,000,000 shares of Parent Common Stock, of which, as of December 7, 1998, 218,140,000 which 15,792,787 shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 9, 1996 between Parent and Xxxxxx Trust and Savings Bank) and 400,000 shares the close of preferred stock, $.01 par value per share, none of which are outstandingbusiness on the date hereof. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid, nonassessable paid and free of preemptive rightsnonassessable. As of December 7, 1998, 58,185,625 Parent has no shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with subject to issuance, except that as of the exercise close of outstanding options and warrants. Between December 7, 1998 and business on the date hereof, no there were 2,053,000 shares of Parent Common Stock subject to issuance pursuant to (i) options currently granted under Parent's Incentive Stock Option Plan, Performance Equity Plan and Key Employee Non-Qualified Stock Option Plan and (ii) a warrant to purchase 50,000 shares of Parent Common Stock granted by Parent to a consultant (collectively, the "Parent Stock Plans"); provided, however, that Parent will issue shares of Parent Common Stock to comply with its obligations under the Parent Stock Plans as set forth in Section 6.2(a) of the Parent Disclosure Schedule. The authorized capital stock have been issued other than pursuant to of Merger Sub consists of 100 shares of common stock options of Merger Sub, par value $0.01 per share. Section 6.2 of the Parent Disclosure Schedule sets forth a complete and warrants already in existence on such date and except for grants accurate list of stock all outstanding options to employeespurchase shares of Parent Common Stock, officers and directors in whether vested or unvested (each a "Parent Stock Option"), which list includes the ordinary course name of business consistent with past practice. Between December 7, 1998 each holder of Parent Stock Options and the exercise price and the expiration date hereof, no stock options or warrants have been grantedof Parent Stock Options so held. Except as set forth above and except for the Parent Rights, as of the date hereofin this Section 6.2, there are outstanding no outstanding, and there have not been reserved for issuance, any (iA) no shares of capital stock or other voting securities of Parent or Merger Sub, (iiB) no securities of Parent or its subsidiaries any Subsidiary or Merger Sub, convertible into or exchangeable for shares of capital stockstock or voting stock of Parent or its Subsidiaries or Merger Sub, or voting securities of (C) Parent (iii) no options Stock Options or other rights or options to acquire from Parent or its subsidiaries and no obligations Subsidiaries or Merger Sub any shares of Parent or its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for shares of capital stock or voting securities of Parent and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalent interests in the ownership or earnings stock of Parent or its subsidiaries Subsidiaries or Merger Sub. Each of the outstanding shares of capital stock or other similar rights (collectivelyownership interests of each of Parent's Subsidiaries is duly authorized, "validly issued, fully paid and nonassessable and owned by Parent Securities"). As or a direct or indirect wholly owned Subsidiary of Parent, in each case free and clear of all Liens other than as set forth in Section 6.2 of the date hereofParent Disclosure Schedule. Except as set forth above, other than in connection with Section 6.2 of the Company's seasoned authorized stock repurchase programParent Disclosure Schedule or otherwise contemplated by this Agreement, there are no registration rights or preemptive or other outstanding obligations rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind which obligate Parent or any of its Subsidiaries or Merger Sub to register, issue or sell any shares of capital stock or other securities of Parent or any of its subsidiaries Subsidiaries or Merger Sub or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to repurchasesubscribe for or acquire from Parent or any of its Subsidiaries or Merger Sub, redeem any securities of Parent or otherwise acquire any of its Subsidiaries or Merger Sub, and no securities or obligations evidencing such rights are issued or outstanding. Parent Securities. There are no stockholder agreementsdoes not have outstanding any bonds, voting trusts debentures, notes or other agreements obligations the holders of which have the right to vote (or understandings which are convertible into or exercisable for securities having the right to which vote) with the stockholders of Parent is a party or by which it is bound relating to the voting of on any shares of capital stock of Parentmatter.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 shares of Parent Common Stock, of which, as of December 7, 1998, 218,140,000 shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 9, 1996 between Parent and Xxxxxx Trust and Savings Bank) and 400,000 shares of preferred stock, $.01 par value per share, none of which are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of December 7, 1998, 58,185,625 shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrants. Between December 7, 1998 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such date and except for grants of stock options to employees, officers and directors in the ordinary course of business consistent with past practice. Between December 7, 1998 and the date hereof, no stock options or warrants have been granted. Except as set forth above and except for the Parent Rights, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock, or voting securities of Parent (iii) no options or other rights to acquire from Parent or its subsidiaries and no obligations of Parent or its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx Sachs & Co., no equity equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (collectively, "Parent Securities"). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of capital stock of Parent.

Capitalization of Parent and its Subsidiaries. (a) The --------------------------------------------- authorized capital stock of Parent consists of 600,000,000 775,000,000 shares of Parent Common Stock, of which, as of December 7February 21, 19982001, 218,140,000 261,338,989 shares were issued and outstanding, and 25,000,000 shares of Parent Common Preferred Stock, of which, as of the date hereof, 1,000,000 shares of Series C Cumulative Preferred Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 9, 1996 between Parent and Xxxxxx Trust and Savings Bank) and 400,000 shares of preferred stock, $.01 par value per share, none of which are outstanding. All of the Parent's outstanding shares of Parent Common Stock capital stock have been validly issued issued, and are fully paid, nonassessable and free of preemptive rights. As of December 731, 19982000, 58,185,625 25,037,000 shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon upon, or otherwise deliverable in connection with with, the exercise of outstanding options and warrantsor other rights to buy Parent Common Stock. Between December 7From February 21, 1998 and 2001 to the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants or other rights to buy Parent Common Stock already in existence on such date and except for grants of stock options date, and, from February 21, 2001 to employees, officers and directors in the ordinary course of business consistent with past practice. Between December 7, 1998 and the date hereof, no stock options or warrants have been granted. Except as set forth above and except for the Parent Rights, as As of the date hereof, there are no shares of Parent Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding warrants. Except as described in this paragraph or disclosed in the Parent SEC Reports (as defined below), there are outstanding (ia) no shares of capital stock or other voting securities of Parent Parent, (iib) no securities of Parent or its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock, stock or voting securities of Parent Parent, (iiic) no options or other rights to acquire from Parent or its subsidiaries Subsidiaries, and no obligations of Parent or its subsidiaries Subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent Parent, and (ivd) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalent equivalents, interests in the ownership or earnings of Parent or its subsidiaries Subsidiaries or other similar rights (collectively, collectively "Parent Securities"). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there There are no outstanding ----------------- obligations of Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any The shares of capital stock Parent Common Stock to be issued in the Merger have been duly and validly reserved for issuance, and when issued in accordance with the terms of Parentthis Agreement, will be duly validly issued, fully paid and nonassessable and not subject to any preemptive rights.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 of: (i) 150,000,000 shares of Parent Common Stock, of which, as of December 7, 1998, 218,140,000 which 55,296,728 shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 9the close of business on May 8, 1996 between Parent 2000, and Xxxxxx Trust 63,116,263 shares of which are held as treasury shares, and Savings Bank(ii) and 400,000 6,000,000 shares of preferred stock, $.01 1.00 par value per share, none no shares of which are outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized, validly issued issued, and are fully paid, nonassessable non-assessable and free of preemptive rights. As of December 7May 16, 19982000, 58,185,625 2,000,000 shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options or warrants to purchase Parent Common Stock. Except as and warrants. Between to the extent publicly disclosed in the Parent SEC Reports (as hereinafter defined), since December 731, 1998 and the date hereof1999, no shares of Parent's capital stock have been issued other than pursuant to stock options issued, and warrants already in existence on such date and except for grants of stock options to employees, officers and directors in the ordinary course of business consistent with past practice. Between December 7, 1998 and the date hereof, no stock options or warrants have been grantedgranted except as disclosed in Section 4.2(a) of the Parent Disclosure Schedule. Except 36 as described in the Parent SEC Reports, as disclosed in Section 4.2(a) of the Parent Disclosure Schedule and as set forth above and except for the Parent Rightsabove, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent Parent, (ii) no securities of Parent or any of its subsidiaries convertible into or exchangeable for shares of capital stock, stock or voting securities of Parent Parent, (iii) no options or other rights to acquire from Parent or any of its subsidiaries subsidiaries, and no obligations of Parent or any of its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent Parent, and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalent equivalents, interests in the ownership or earnings of Parent or any of its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent SecuritiesPARENT SECURITIES"). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there There are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There Except as set forth in the Parent SEC Reports, or as contemplated by this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by to which it is bound relating to the voting of any shares of capital stock of Parent. The Parent Company Stock constituting Merger Consideration, upon issuance pursuant to the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and listed on the NYSE.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 50,000,000 shares of Parent Common Stock, of which, as of December 7September 30, 19982000, 218,140,000 24,833,277 shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 9outstanding, 1996 between Parent and Xxxxxx Trust and Savings Bank) and 400,000 5,000,000 shares of preferred stock, $.01 .001 par value per share, none of which are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of December 7September 30, 19982000, 58,185,625 5,491,948 shares of Parent Common Stock were reserved for issuance and 39,311,061 2,548,441 shares of Parent Common Stock were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrants. Between December 7September 30, 1998 2000 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such date and except for grants of stock options to employees, officers and directors in the ordinary course of business consistent with past practice. Between December 7September 30, 1998 2000 and the date hereof, no 29,000 stock options or have been granted and no warrants have been grantedissued . Except as set forth above and except for the Parent Rightsabove, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent Parent, (ii) no securities of Parent or its subsidiaries convertible into into, or exchangeable for for, shares of capital stock, or voting securities of Parent Parent, (iii) no options options, warrants or other rights to acquire from Parent or its subsidiaries and no obligations of Parent or its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent Parent, and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) all stock option plans and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co.employee stock purchase plans of Parent, no equity equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (collectively, "Parent Securities"). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of capital stock or other voting securities of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 500,000,000 shares of Parent Common Stock, of which, as of December 7May 30, 19982008, 218,140,000 200,926,866 shares of Parent Common Stock were issued and outstanding (net of shares held in treasury) (each together with a Parent Common Stock preferred share purchase right of Parent (the "“Parent Rights"”) issued pursuant to the Rights Agreement between Parent and First Chicago Trust Company of New York, dated as of February 9June 8, 1996 between Parent and Xxxxxx Trust and Savings Bank2000) and 400,000 5,000,000 shares of preferred stock, $.01 1.00 par value per share, none of which are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of December 7May 30, 19982008, 58,185,625 4,367,779 shares of Parent Common Stock were registered and reserved for issuance pursuant to all of its equity plans of which 1,366,194 were subject to outstanding options, 1,042,339 were subject to outstanding performance-based restricted stock units, 821,146 were subject to outstanding time-based restricted stock units and 39,311,061 1,138,100 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options unassigned and warrantsavailable for grant. Between December 7May 30, 1998 2008 and the date hereof, no shares of Parent's ’s capital stock have been issued other than pursuant to stock options and warrants already in existence on such date and except for grants of stock options options, restricted stock rights and restricted performance stock rights to employees, officers and directors in the ordinary course of business consistent with past practice. Between December 7practice between May 30, 1998 2008 and the date hereof, no stock options or warrants options, restricted stock rights and restricted performance stock rights have been granted. Except as set forth above and except for the Parent Rights, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent Parent, (ii) no securities of Parent or any of its subsidiaries convertible into or exchangeable for shares of capital stock, or voting securities of Parent Parent, (iii) no options or other rights to acquire from Parent or any of its subsidiaries and no obligations of Parent or any of its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalent interests in the ownership or earnings of Parent or any of its subsidiaries or other similar rights (collectively, "collectively “Parent Securities"”). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no stockholder shareholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of capital stock of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 200,000,000 shares of Parent Common Stock, of which, as of December 7March 25, 19981997, 218,140,000 58,007,567 shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 9August 2, 1996 1991 and amended on September 28, 1994 between Parent and Xxxxxx Trust and Savings Chemical Bank, N.A.) and 400,000 10,000,000 shares of preferred stock, $.01 1.00 par value per share, none of which are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of December 7March 25, 19981997, 58,185,625 3,054,943 shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrantsoptions. Between December 7March 25, 1998 1997 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such date and except for grants of stock options to employees, employees officers and directors in the ordinary course of business consistent with past practice. Between December 7practice between March 25, 1998 1997 and the date hereof, no stock options or warrants have been granted. Except as set forth above and except for the Parent Rights, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock, or voting securities of Parent (iii) no options or other rights to acquire from Parent or its subsidiaries and no obligations of Parent or its subsidiaries to issue any capital stock, stock voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Parent's Non-Statutory Stock Option Employee Directors Equity Participation Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (collectively, collectively "Parent Securities"). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of capital stock of Parent. (b) The Parent Common Stock constitutes the only class of equity securities of Parent or its subsidiaries registered or required to be registered under the Exchange Act. SECTION 3.3.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 20,000,000 shares of Parent Common Stock, of which, as of December 7the date of this Agreement, 1998, 218,140,000 13,242,382 shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 9, 1996 between Parent and Xxxxxx Trust and Savings Bank) and 400,000 shares of preferred stock, $.01 par value per share, none of which are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of December 7the date of this Agreement, 1998, 58,185,625 486,785 shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrantsoptions. Between December 7Except as disclosed in Section 3.02 of the Parent Disclosure Schedule, 1998 between October 31, 1997 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such date and except for grants of stock options to employees, employees officers and directors in the ordinary course of business consistent with past practice. Between December 7, 1998 and between October 31, 1997 and the date hereof, no further stock options or warrants have been granted. Except as set forth above and except for the Parent Rights, as of the date hereofEffective Time, there are outstanding outstanding: (i) no shares of capital stock or other voting securities of Parent Parent, (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock, or voting securities of Parent Parent, (iii) no options options, warrants, subscriptions, calls, rights or other rights agreements to acquire from Parent or its subsidiaries and no obligations of Parent or its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued no equity equivalent interests or rights to Comdisco and Xxxxxxx, Xxxxx & Co., no acquire equity equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (collectively, collectively "Parent Securities"). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There Except as set forth in Section 3.02(a) of Parent Disclosure Schedule, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of capital stock of Parent or other Parent Securities, and to the knowledge of the Parent, no such agreements have been entered into by the stockholders of the Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 Forty Million (40,000,000) shares of Parent Common Stock, of whichwhich Twenty Million, as of December 7, 1998, 218,140,000 Four Hundred Twenty Two Thousand and Forty Eight (20,422,048) shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 9December 31, 1996 between Parent 1999, and Xxxxxx Trust and Savings BankFive Million (5,000,000) and 400,000 shares of preferred stock, $.01 0.001 par value per share, none of which are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of December 731, 19981999, 58,185,625 Five Million, Eight Hundred Thirty- Three Thousand, Two Hundred and Forty-Five (5,833,245) shares of Parent Common Stock were reserved for issuance (excluding automatic future re-loads under Parent's option or employee stock purchase plans, "Parent Reserved Shares") and 39,311,061 Three Million, Seven Hundred Forty Thousand, One Hundred and Sixty-Four (3,740,164) were issuable upon or otherwise deliverable in connection with the exercise of outstanding options options, warrants and warrantsconvertible securities. Between December 731, 1998 1999 and the date hereof, no shares of Parent's capital stock have been issued issued, other than pursuant to the exercise of stock options options, warrants and warrants already in existence on such date convertible securities that entitled the holders thereof to purchase Parent Reserved Shares and except for grants of stock options to employees, officers and directors made in the ordinary course of business and consistent with past practice. Between December 7, 1998 and practice that would entitle the date hereof, no stock options or warrants have been grantedholders thereof to purchase Parent Reserved Shares. Except as set forth above and except for the Parent Rightsabove, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock, or voting securities of Parent (iii) no options or other rights to acquire from Parent or its subsidiaries and no obligations of Parent or its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent Parent, and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (collectively, "Parent SecuritiesSecurities "). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no stockholder shareholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of capital stock of Parent. The forms of Certificate of Incorporation and Bylaws of Parent filed with the SEC as exhibits to Parent's S-1 Registration Statement for its initial public offering have not been amended as of the date hereof.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 (i) 400,000,000 shares of Parent Common Stock, of which, as of December 7January 31, 19981996, 218,140,000 approximately 189,000,000 shares of Parent Common Stock were issued and outstanding (each together with a and 3,000,000 shares of Parent Common Stock purchase right were held in treasury and (the "Parent Rights"ii) issued pursuant to the Rights Agreement dated as of February 9, 1996 between Parent and Xxxxxx Trust and Savings Bank) and 400,000 1,000,000 shares of preferred stock, $.01 par value per share, none of which are is issued or outstanding. All of the outstanding shares of Parent Common Stock have been validly issued issued, and are fully paid, nonassessable and free of preemptive rights. As of December 7January 31, 19981996, 58,185,625 approximately 29.7 million shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options options. Except as described in the Parent SEC Reports (as defined in Section 3.4(a)) and warrants. Between December 7except as set forth in Section 3.2 of the Disclosure Schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), 1998 and as of the date hereof, since January 31, 1996, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such date January 31, 1996, and except for grants of stock options to employees, officers and directors in the ordinary course of business consistent with past practice. Between December 7, 1998 and the date hereof, no stock options or warrants have been granted. Except (i) as described in the Parent SEC Reports, and (ii) as set forth above and except for the Parent Rightsabove, as of the date hereof, there are outstanding (iA) no shares of capital stock or other voting securities of Parent Parent, (iiB) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock, stock or voting securities of Parent, (C) except as provided in the Sierra Agreement or as disclosed in Section 3.2 of the Parent (iii) Disclosure Schedule, no options or other rights to acquire from Parent or its subsidiaries subsidiaries, and no obligations of Parent or its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent Parent, and (ivD) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalent equivalents, interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent Securities"). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there There are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There Except as set forth in the Parent SEC Reports, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by to which it is bound relating to the voting of any shares of capital stock of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 775,000,000 shares of Parent Common Stock, of which, as of December 7February 21, 19982001, 218,140,000 261,338,989 shares were issued and outstanding, and 25,000,000 shares of Parent Common Preferred Stock, of which, as of the date hereof, 1,000,000 shares of Series C Cumulative Preferred Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 9, 1996 between Parent and Xxxxxx Trust and Savings Bank) and 400,000 shares of preferred stock, $.01 par value per share, none of which are outstanding. All of the Parent's outstanding shares of Parent Common Stock capital stock have been validly issued issued, and are fully paid, nonassessable and free of preemptive rights. As of December 731, 19982000, 58,185,625 25,037,000 shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon upon, or otherwise deliverable in connection with with, the exercise of outstanding options and warrantsor other rights to buy Parent Common Stock. Between December 7From February 21, 1998 and 2001 to the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants or other rights to buy Parent Common Stock already in existence on such date and except for grants of stock options date, and, from February 21, 2001 to employees, officers and directors in the ordinary course of business consistent with past practice. Between December 7, 1998 and the date hereof, no stock options or warrants have been granted. Except as set forth above and except for the Parent Rights, as As of the date hereof, there are no shares of Parent Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding warrants. Except as described in this paragraph or disclosed in the Parent SEC Reports (as defined below), there are outstanding (ia) no shares of capital stock or other voting securities of Parent Parent, (iib) no securities of Parent or its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock, stock or voting securities of Parent Parent, (iiic) no options or other rights to acquire from Parent or its subsidiaries Subsidiaries, and no obligations of Parent or its subsidiaries Subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent Parent, and (ivd) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalent equivalents, interests in the ownership or earnings of Parent or its subsidiaries Subsidiaries or other similar rights (collectively, collectively "Parent SecuritiesPARENT SECURITIES"). As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there There are no outstanding obligations of Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any The shares of capital stock Parent Common Stock to be issued in the Merger have been duly and validly reserved for issuance, and when issued in accordance with the terms of Parentthis Agreement, will be duly validly issued, fully paid and nonassessable and not subject to any preemptive rights.