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 (i) 400,000,000 shares of Parent Common Stock, of which, as of January 31, 1996, approximately 189,000,000 shares of Parent Common Stock were issued and outstanding, and 3,000,000 shares of Parent Common Stock were held in treasury and (ii) 1,000,000 shares of preferred stock, $.01 par value per share, none of which is issued or outstanding. All of the shares of Parent Common Stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of January 31, 1996, approximately 29.7 million shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options. Except as described in the Parent SEC Reports (as defined in Section 3.4(a)) and except as set forth in Section 3.2 of the Disclosure Schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), 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 already in existence on January 31, 1996, and no stock options have been granted. Except (i) as described in the Parent SEC Reports, and (ii) as set forth above, as of the date hereof, there are outstanding (A) no shares of capital stock or other voting securities of Parent, (B) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of Parent, (C) except as provided in the Davidson Agreement (as defined in Section 4.23), 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 (D) no equity equivalents, interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent Securities"). There are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. 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 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 (i) 400,000,000 25,000,000 shares of Parent Common Stock, of which, as of January 31March 8, 19961999, approximately 189,000,000 6,173,538 shares of Parent Common Stock were issued and outstanding, outstanding and 3,000,000 shares of Parent Common Stock were held in treasury and (ii) 1,000,000 shares of preferred stock, $.01 par value $0.01 per share, none of which is issued or are 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 January 31March 8, 19961999, approximately 29.7 million 3,320,000 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding optionsoptions and warrants. Except as described in the Parent SEC Reports (as defined in Section 3.4(a)) and except as set forth in Section 3.2 of the Disclosure Schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), 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 already in existence on January 31, 1996, and no stock options have been granted. Except (i) as described in the Parent SEC Reports, and (ii) as set forth above, as of the date hereof, there are outstanding (Ai) no shares of capital stock or other voting securities of Parent, ; (Bii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock stock, or voting securities of Parent, ; (Ciii) except as provided in the Davidson Agreement (as defined in Section 4.23), no options or other rights to acquire from Parent or its subsidiariessubsidiaries and, and except as described in Parent SEC Reports (as defined in Section 3.4), 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 (Div) no equity equivalents, equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent SecuritiesPARENT SECURITIES"). There As of the date hereof, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except Other than as set forth in the Parent SEC Reportsprovided herein, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to 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 (i) 400,000,000 28,000,000 shares of Parent Common Stock, of which, as of January 31April 9, 19961999, approximately 189,000,000 16,085,997 shares of Parent Common Stock were issued and outstanding, outstanding and 3,000,000 no shares of Parent Common Stock were held in treasury and (ii) 1,000,000 shares of preferred stock, $.01 par value per share, none of which is issued or outstandingtreasury. All of the issued and outstanding shares of Parent Common Stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of January 31April 9, 19961999, approximately 29.7 million 1,771,459 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options. Except as described in the options or warrants to purchase shares of Parent SEC Reports (as defined in Section 3.4(a)) and except as set forth in Section 3.2 of the Disclosure Schedule previously delivered by Parent to the Company Common Stock (the "Parent Disclosure ScheduleStock Options"). Since April 9, as of the date hereof, since January 31, 19961999, no shares of the Parent's capital stock have been issued other than pursuant to stock options already in existence on January 31, 1996, and no stock options have been grantedthe exercise of Parent Stock Options. Except (i) as described in the Parent SEC Reports, and (ii) as set forth aboveabove in this Section 5.7, as of the date hereof, there are outstanding (Ai) no shares of capital stock or other voting securities of Parent, (Bii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Parent, (Ciii) except as provided in the Davidson Agreement (as defined in Section 4.23), 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 (Div) no equity equivalents, or interests in the ownership or earnings earnings, of the Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent Securities"). There are no outstanding obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. 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 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 (i) 400,000,000 75,000,000 shares of Parent Common Stock, of which, as of January 31, 1996, approximately 189,000,000 which 24,221,326 shares of are issued and 24,209,414 are outstanding (the Parent Common Stock were issued and outstanding, and 3,000,000 shares of is sometimes referred to herein as the "Parent Common Stock were held in treasury and (ii) 1,000,000 shares of preferred stock, $.01 par value per share, none of which is issued or outstandingShares"). All of the shares of issued and outstanding Parent Common Stock Shares have been validly issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. As of January 31the date hereof, 1996, approximately 29.7 million shares of Parent Common Stock were 3,074,880 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding optionsParent Stock Options issued pursuant to Parent's stock option plans. Except as described in the Parent SEC Reports (as defined set forth above or listed in Section 3.4(a)4.2(a) and except as set forth in Section 3.2 of the Disclosure Schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), 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 already in existence on January 31, 1996, and no stock options have been granted. Except (i) as described in the Parent SEC Reports, and (ii) as set forth above, as of the date hereof, there are no outstanding (Ai) no shares of capital stock or other voting securities of Parent, ; (Bii) no securities of Parent or any of its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of Parent, ; (Ciii) except as provided in the Davidson Agreement (as defined in Section 4.23), no options or other rights to acquire from Parent or any of its subsidiariesSubsidiaries, and no obligations of Parent or any of its subsidiaries Subsidiaries to issue, any capital stock, voting securities securities, or securities convertible into or exchangeable for capital stock or voting securities of Parent, and ; or (Div) no equity equivalents, interests in the ownership or earnings of Parent or its subsidiaries Parent, or other similar rights (including stock appreciation rights) (collectively, "the Parent Securities"). There are no outstanding obligations of Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Parent the Company Securities. Except as set forth in the Parent SEC Reports, there There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party or to which it is bound relating to the voting of any shares of capital stock of ParentParent (other than the Parent Voting Agreement).

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 400,000,000 six hundred million (600,000,000) shares of Parent Common Stock, $0.01 par value per share, of which, as of January 31March 30, 19962002, approximately 189,000,000 two hundred fifty million four hundred four thousand eight hundred seventy-one (250,404,871) shares of were issued and outstanding (each together with a Parent Common Stock were purchase right (the "PARENT RIGHT") issued pursuant to the Amended and outstandingRestated Rights Agreement dated as of February 1, 2000 between Parent and 3,000,000 shares of Parent Common Stock were held in treasury ChaseMellon Shareholder Services, L.L.C.), and (ii) 1,000,000 four hundred thousand (400,000) shares of preferred stock, $.01 0.001 par value per share, none of which is issued or are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, 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 January 31April 22, 19962002, an aggregate of approximately 29.7 million forty-eight million, three hundred eighty-two thousand, four hundred fifty-three (48,382,453) shares of Parent Common Stock were reserved for issuance and an aggregate of approximately fifty-nine million twenty-four thousand one hundred twenty (59,024,120) shares of Parent Common Stock were issuable upon or otherwise deliverable in connection with the exercise of outstanding optionsoptions and warrants and under purchase plans. Except as described in the Parent SEC Reports (as defined in Section 3.4(a)) and except as set forth in Section 3.2 of the Disclosure Schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), 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 already in existence on January 31, 1996, and no stock options have been granted. Except (i) as described in the Parent SEC Reports, and (ii) as set forth above, as of the date hereof, there are outstanding (Ai) no shares of capital stock or other voting securities of Parent, (Bii) no securities of Parent or its subsidiaries convertible into into, or exchangeable for for, shares of capital stock stock, or voting securities of Parent, (Ciii) except as provided in the Davidson Agreement (as defined in Section 4.23)no options, no options warrants 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, and (Div) except for the Parent Rights, Parent 1987 Stock Option Plan, 1990 Parent Employee Stock Purchase Plan, Parent Senior Executive Bonus Plans, Design Acceleration, Inc. 1994 Stock Option Plan, OrCAD, Inc., 1991 Non-Qualified Stock Option Plan, OrCAD, Inc. 1995 Stock Option Plan, Diablo Research Company 1997 Stock Option Plan, Diablo Research Company LLC 1999 Stock Option Plan, Quickturn 1988 Stock Option Plan, Quickturn 1990 Stock Option Plan, Quickturn 1996 Supplemental Stock Plan, Quickturn 1997 Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, Cooper & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Xxx. 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), Parent 1993 Non-Statutory Stock Option Plan, Parent 1993 Directors Stock Option Plan, Parent 1995 Directors Stock Option Plan, Parent 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan), Parent 2000 Nonstatutory Equity Incentive Plan, Parent 2001 Non-Qualified Employee Stock Purchase Plan and Parent 2001 Qualified Employee Stock Purchase Plan, Cadmos Design Technology, Inc. 1997 Stock Option Plan, Cadmos Design Technology, Inc. 2001 Stock Option Plan, Silicon Perspective Corp. 1997 Stock Option Plan, the SPC Plan, DSM Technologies, Inc. 2000 Stock Option Plan, JTA Research Incorporated 1998 Stock Option Plan and warrants issued by Parent to Comdisco, as amended, no equity equivalents, equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent SecuritiesPARENT SECURITIES"). There As of the date hereof, other than in connection with 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. 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 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 (i) 400,000,000 75,000,000 shares of Parent Common Stock, of which, as of January 31, 1996, approximately 189,000,000 which 24,221,326 shares of are issued and 24,209,414 are outstanding (the Parent Common Stock were issued and outstanding, and 3,000,000 shares of is sometimes referred to herein as the “Parent Common Stock were held in treasury and (ii) 1,000,000 shares of preferred stock, $.01 par value per share, none of which is issued or outstandingShares”). All of the shares of issued and outstanding Parent Common Stock Shares have been validly issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. As of January 31the date hereof, 1996, approximately 29.7 million shares of Parent Common Stock were 3,074,880 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding optionsParent Stock Options issued pursuant to Parent’s stock option plans. Except as described in the Parent SEC Reports (as defined set forth above or listed in Section 3.4(a)4.2(a) and except as set forth in Section 3.2 of the Disclosure Schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), 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 already in existence on January 31, 1996, and no stock options have been granted. Except (i) as described in the Parent SEC Reports, and (ii) as set forth above, as of the date hereof, there are no outstanding (Ai) no shares of capital stock or other voting securities of Parent, ; (Bii) no securities of Parent or any of its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of Parent, ; (Ciii) except as provided in the Davidson Agreement (as defined in Section 4.23), no options or other rights to acquire from Parent or any of its subsidiariesSubsidiaries, and no obligations of Parent or any of its subsidiaries Subsidiaries to issue, any capital stock, voting securities securities, or securities convertible into or exchangeable for capital stock or voting securities of Parent, and ; or (Div) no equity equivalents, interests in the ownership or earnings of Parent or its subsidiaries Parent, or other similar rights (including stock appreciation rights) (collectively, "“the Parent Securities"”). There are no outstanding obligations of Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Parent the Company Securities. Except as set forth in the Parent SEC Reports, there There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party or to which it is bound relating to the voting of any shares of capital stock of ParentParent (other than the Parent Voting Agreement).

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 400,000,000 of: 20,000,000 shares of Parent Common Stock, of which, which 7,921,718 shares were issued and outstanding as of January 31, 1996, approximately 189,000,000 the date of this Agreement. All of the issued and outstanding shares of Parent Common Stock were issued and outstandingare, and 3,000,000 shares of Parent Common Stock were held in treasury and (ii) 1,000,000 shares of preferred stock, $.01 par value per share, none of which is issued or outstanding. All all of the shares of Parent Stock to be issued in exchange for Company Common Stock have been (including any shares issued upon exercise of stock options) upon consummation of the Merger will be authorized and reserved for issuance prior to the Effective Time and, when issued in accordance with the terms of this Agreement, will be duly and validly issued, and are fully paid, nonassessable paid and free of preemptive rights. As of January 31, 1996, approximately 29.7 million shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options. Except as described in the Parent SEC Reports (as defined in Section 3.4(a)) and except as set forth above or in Section 3.2 of the Disclosure Schedule previously delivered by Parent 4.2(a) to the Company (the "Parent Disclosure Schedule"), 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 already in existence on January 31, 1996, and no stock options have been granted. Except (i) as described in the Parent SEC Reports, and (ii) as set forth above, as of the date hereof, there are outstanding (Ai) no other shares of capital stock or other voting securities of Parent, (Bii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of Parent, (Ciii) except as provided in the Davidson Agreement (as defined in Section 4.23), 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 (Div) no equity equivalents, interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent SecuritiesPARENT SECURITIES"). There are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth provided in Section 4.2(a) of the Parent SEC ReportsDisclosure Schedule, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or 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 (i) 400,000,000 25,000,000 shares of Parent Common Stock, of which, as of January 31March 8, 19961999, approximately 189,000,000 6,173,538 shares of Parent Common Stock were issued and outstanding, outstanding and 3,000,000 shares of Parent Common Stock were held in treasury and (ii) 1,000,000 shares of preferred stock, $.01 par value $0.01 per share, none of which is issued or are 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 January 31March 8, 19961999, approximately 29.7 million 3,320,000 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding optionsoptions and warrants. Except as described in the Parent SEC Reports (as defined in Section 3.4(a)) and except as set forth in Section 3.2 of the Disclosure Schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), 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 already in existence on January 31, 1996, and no stock options have been granted. Except (i) as described in the Parent SEC Reports, and (ii) as set forth above, as of the date hereof, there are outstanding (Ai) no shares of capital stock or other voting securities of Parent, ; (Bii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock stock, or voting securities of Parent, ; (Ciii) except as provided in the Davidson Agreement (as defined in Section 4.23), no options or other rights to acquire from Parent or its subsidiariessubsidiaries and, and except as described in Parent SEC Reports (as defined in SECTION 3.4), 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 (Div) no equity equivalents, equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent SecuritiesPARENT SECURITIES"). There As of the date hereof, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except Other than as set forth in the Parent SEC Reportsprovided herein, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to 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 (i) 400,000,000 six hundred million (600,000,000) shares of Parent Common Stock, $0.01 par value per share, of which, as of January 31March 30, 19962002, approximately 189,000,000 two hundred fifty million four hundred four thousand eight hundred seventy-one (250,404,871) shares of were issued and outstanding (each together with a Parent Common Stock were purchase right (the "PARENT RIGHT") issued pursuant to the Amended and outstandingRestated Rights Agreement dated as of February 1, 2000 between Parent and 3,000,000 shares of Parent Common Stock were held in treasury ChaseMellon Shareholder Services, L.L.C.), and (ii) 1,000,000 four hundred thousand (400,000) shares of preferred stock, $.01 0.001 par value per share, none of which is issued or are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, 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 January 31April 22, 19962002, an aggregate of approximately 29.7 million forty-eight million, three hundred eighty-two thousand, four hundred fifty-three (48,382,453) shares of Parent Common Stock were reserved for issuance and an aggregate of approximately fifty-nine million twenty-four thousand one hundred twenty (59,024,120) shares of Parent Common Stock were issuable upon or otherwise deliverable in connection with the exercise of outstanding optionsoptions and warrants and under purchase plans. Except as described in the Parent SEC Reports (as defined in Section 3.4(a)) and except as set forth in Section 3.2 of the Disclosure Schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), 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 already in existence on January 31, 1996, and no stock options have been granted. Except (i) as described in the Parent SEC Reports, and (ii) as set forth above, as of the date hereof, there are outstanding (Ai) no shares of capital stock or other voting securities of Parent, (Bii) no securities of Parent or its subsidiaries convertible into into, or exchangeable for for, shares of capital stock stock, or voting securities of Parent, (Ciii) except as provided in the Davidson Agreement (as defined in Section 4.23)no options, no options warrants 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, and (Div) except for the Parent Rights, Parent 1987 Stock Option Plan, 1990 Parent Employee Stock Purchase Plan, Parent Senior Executive Bonus Plans, Design Acceleration, Inc. 1994 Stock Option Plan, OrCAD, Inc., 1991 Non-Qualified Stock Option Plan, OrCAD, Inc. 1995 Stock Option Plan, Diablo Research Company 1997 Stock Option Plan, Diablo Research Company LLC 1999 Stock Option Plan, Quickturn 1988 Stock Option Plan, Quickturn 1990 Stock Option Plan, Quickturn 1996 Supplemental Stock Plan, Quickturn 1997 Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, Cooper & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Xxxxx 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), Parent 1993 Non-Statutory Stock Option Plan, Parent 1993 Directors Stock Option Plan, Parent 1995 Directors Stock Option Plan, Parent 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan), Parent 2000 Nonstatutory Equity Incentive Plan, Parent 2001 Non-Qualified Employee Stock Purchase Plan and Parent 2001 Qualified Employee Stock Purchase Plan, Cadmos Design Technology, Inc. 1997 Stock Option Plan, Cadmos Design Technology, Inc. 2001 Stock Option Plan, Silicon Perspective Corp. 1997 Stock Option Plan, the SPC Plan, DSM Technologies, Inc. 2000 Stock Option Plan, JTA Research Incorporated 1998 Stock Option Plan and warrants issued by Parent to Comdisco, as amended, no equity equivalents, equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent SecuritiesPARENT SECURITIES"). There As of the date hereof, other than in connection with 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. 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 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 As of November 12, 2003, the authorized capital stock of Parent consists of (i) 400,000,000 500,000,000 shares of Parent capital stock, all of which are classified as Common Stock, par value $.01 per share, of which, as of January 31, 1996, approximately 189,000,000 which 96,013,214 shares of Parent Common Stock were are issued and outstanding, and 3,000,000 shares since such date and through the date hereof no Parent Shares have been issued other than upon the exercise of an option granted by Parent to purchase Parent Common Stock were held in treasury and (ii) 1,000,000 shares "Parent Stock Options"). Other than Parent Shares, no capital stock of preferred stock, $.01 par value per share, none of which is Parent has ever been issued or outstanding. All of the outstanding shares of capital stock of Parent Common Stock have been are duly authorized, validly issued, fully paid and are fully paid, nonassessable and free of preemptive rightsnonassessable. As of January 31September 30, 19962003, approximately 29.7 million shares there are outstanding Parent Stock Options in respect of 1,118,534 Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with Shares at the exercise of outstanding options. Except as described in the Parent SEC Reports (as defined in Section 3.4(a)) and except as prices set forth in Section 3.2 of the Disclosure Schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), 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 already in existence on January 31, 1996, and no stock options have been granted. Except (i) as described in the Parent SEC Reports, and (ii) . Except as set forth above, as of the date hereof, there are outstanding (A) no shares of capital stock or other voting securities of Parent, (B) no securities of Parent or its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent, (C) except as provided in the Davidson Agreement (as defined in Section 4.23)no options, no options calls or other rights (including warrants or other contractual rights, including contingent rights) to acquire from Parent or its subsidiaries, and no obligations of Parent or its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent, Parent and (D) no equity equivalents, interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent Securities"). There are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in the Parent SEC Reports, there are no stockholder agreementsSecurities or any capital stock, voting trusts securities or other agreements or understandings to which Parent is a party or to which it is bound relating to the voting of ownership interests in any shares of capital stock subsidiary of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 400,000,000 750,000,000 shares of Parent Common Stock, of which, as of January 31September 27, 19962002, approximately 189,000,000 172,106,869 shares of Parent Common Stock and were issued and outstanding, outstanding and 3,000,000 448,974 shares of Parent Common Stock were held in Parent's treasury (together with the associated preferred stock purchase rights (the "Parent Rights") issued pursuant to the Rights Agreement, dated February 18, 1998, between Parent and ChaseMellon Shareholder Services, L.L.C. (ii) the "Parent Rights Agreement")), and 1,000,000 shares of preferred stock, $.01 1.00 par value per share, none of which is issued or 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 January 31September 27, 19962002, approximately 29.7 million 16,905,613 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options. Except as described in the Parent SEC Reports (as defined in Section 3.4(a)) Between September 27, 2002 and except as set forth in Section 3.2 of the Disclosure Schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), 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 already in existence on January 31September 27, 1996, and no stock options have been granted2002. Except (i) as described in the Parent SEC Reports, and (ii) as set forth above, as of the date hereof, there are outstanding (A) no shares of capital subscription, warrant, option, convertible security, stock appreciation or other voting securities of Parentright (contingent or other) to purchase or acquire, (B) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of Parent, (C) except as provided in the Davidson Agreement (as defined in Section 4.23), 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 or exercisable for, any shares of or other interest in any class of capital stock or voting securities of Parent, and (D) no equity equivalents, interests in the ownership or earnings of Parent is authorized or its subsidiaries outstanding and there is not any commitment of Parent to issue, or register under the Securities Act, any shares, warrants, options or other similar such rights (including or to distribute to holders of any class of its capital stock appreciation rights) (collectively, "any evidences of indebtedness or assets. Neither Parent Securities"). There are no outstanding obligations of Parent or nor any of its subsidiaries Subsidiaries has any obligation (contingent or other) to repurchasepurchase, redeem or otherwise acquire any Parent Securitiesshares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof. 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 not party to or to which it is bound aware of any agreement relating to the voting or transfer of any shares of capital stock of ParentShares.