Common use of Capitalization of the Group Companies Clause in Contracts

Capitalization of the Group Companies. (a) The authorized capital shares of the Company consists of (i) 909,000,000 Company Common Shares of which 98,868,774 shares are issued and outstanding as of the Original Agreement Date, (ii) 11,000,000 Company Class B Shares of which 4,845,984 shares are issued and outstanding as of the Original Agreement Date, (iii) no Company Class C Shares of which no shares are issued and outstanding as of the Original Agreement Date, (iv) 500 Series A Preferred Shares, of which 500 are issued and outstanding as of the Original Agreement Date and (v) 300 Series B Preferred Shares, of which 300 are issued and outstanding as of the Original Agreement Date. As of the Original Agreement Date, (i) no Company Common Shares, no Company Class B Shares and no Company Class C Shares are held in the Company’s treasury and (ii) 6,500,000 Company Common Shares are available for issuance under the Company Incentive Plan, of which 2,928,866 Company Common Shares are subject to Company Options that have been granted under the Company Incentive Plan and 2,816,793 Company Common Shares are subject to Company RSUs that have been granted under the Company Incentive Plan. Schedule 4.2(a) sets forth a complete and correct list as of the Original Agreement Date of (i) each outstanding Company Option and Company RSU and (ii) each outstanding Company Warrant, including, as applicable, the holder, date of grant or issue, exercise price (to the extent applicable), vesting schedule and number and class of Company Capital Shares subject thereto. All of the outstanding Company Capital Shares are, and all Company Capital Shares that may be issued pursuant to any Company Employee Benefit Plan will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and have been offered, issued, sold and delivered by the Company in compliance with all applicable securities Laws. Except as set forth above in this Section 4.2(a), and as set forth in Schedule 4.2(b), as of the Original Agreement Date, there are no outstanding (i) equity securities of the Company, (ii) securities of the Company convertible into or exchangeable for, at any time, equity securities of the Company, (iii) bonds, debentures, notes or other indebtedness having voting rights in the Company or (iv) options or other rights to acquire from the Company or obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company. Except as set forth in Schedule 4.2(a), no Group Company is subject to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, any Group Company.

Capitalization of the Group Companies. (a) The authorized capital shares stock of the Company consists solely of (i) 909,000,000 Company 15,000,000 shares of Common Shares Stock, of which 98,868,774 1,988,952 shares are issued and outstanding as of the Original Agreement Effective Date, (ii) 11,000,000 Company Class B Shares 6,260,438 shares of Series A Preferred Stock, of which 4,845,984 5,916,666 shares are issued and outstanding as of the Original Agreement Effective Date, (iii) no Company Class C Shares 2,500,000 shares of Series A-1 Preferred Stock, all of which no shares are issued and outstanding as of the Original Agreement Effective Date, and (iv) 500 989,562 shares of Series A B Preferred SharesStock, all of which 500 are issued and outstanding as of the Original Agreement Date and (v) 300 Series B Preferred Shares, of which 300 are issued and outstanding as of the Original Agreement Effective Date. As of the Original Agreement Date, (i) no Company Common Shares, no Company Class B Shares and no Company Class C Shares are held in the Company’s treasury and (ii) 6,500,000 Company Common Shares are available for issuance under the Company Incentive Plan, of which 2,928,866 Company Common Shares are subject to Company Options that have been granted under the Company Incentive Plan and 2,816,793 Company Common Shares are subject to Company RSUs that have been granted under the Company Incentive Plan. Schedule 4.2(a) sets forth a complete and correct list forth, as of the Original Agreement Date of (i) each outstanding Company Option and Company RSU and (ii) each outstanding Company Warrant, including, as applicableEffective Date, the holder, date names of grant or issue, exercise price (to the extent applicable), vesting schedule record and beneficial holders of all of the issued and outstanding Equity Equivalents of the Company and the number and class of Company Capital Shares subject theretoEquity Equivalents held by each such holder. All of the issued and outstanding shares of capital stock of the Company Capital Shares are, and all Company Capital Shares that may be issued pursuant to any Company Employee Benefit Plan will be, when issued in accordance with the respective terms thereof, (A) have been duly authorized, validly issuedissued in compliance with the Company’s Governing Documents, any applicable preemptive rights, rights of first refusal or offer or other similar rights and all applicable federal and state securities Laws, (B) are fully paid and nonassessable non-assessable, and have been offered, issued, sold (C) are held beneficially and delivered of record by the Company in compliance with all Stockholders as set forth on Schedule 4.2(a), free and clear of any Liens and restrictions on transfer (other than restrictions on transfer under the Company’s Governing Documents or applicable securities Laws). Except as set forth above in this Section on Schedule 4.2(a), and as set forth in Schedule 4.2(b), as of the Original Agreement Datedate of this Agreement, there are no (1) outstanding (i) equity securities Equity Equivalents of the Company, or (ii2) securities of the Company convertible into or exchangeable forvoting trusts, at any time, equity securities of the Company, (iii) bonds, debentures, notes proxies or other indebtedness having voting rights in the Company agreements or (iv) options or other rights to acquire from the Company or obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company. Except as set forth in Schedule 4.2(a), no Group Company is subject to any voting agreement understandings with respect to the voting or transfer of any Equity Equivalents of the Company. For each outstanding Company Option, Schedule 4.2(a) identifies the holder, the number of shares of capital stock of the Company issuable upon exercise or voting securities ofconversion of such Company Option, the date of grant, the vesting schedule (including any acceleration provisions with respect thereto) and, if applicable, the exercise price thereof. There are no declared or accrued but unpaid dividends or other equity interests in, distributions with respect to any Group of the Equity Equivalents of the Company.

Capitalization of the Group Companies. (a) The As of the date of this Agreement, the authorized and outstanding capital shares stock of the Company consists of (i) 909,000,000 Company Common Shares of which 98,868,774 shares are issued and outstanding as of the Original Agreement Date, (ii) 11,000,000 Company Class B Shares of which 4,845,984 shares are issued and outstanding as of the Original Agreement Date, (iii) no Company Class C Shares of which no shares are issued and outstanding as of the Original Agreement Date, (iv) 500 Series A Preferred Shares, of which 500 are issued and outstanding as of the Original Agreement Date and (v) 300 Series B Preferred Shares, of which 300 are issued and outstanding as of the Original Agreement Dateis set forth on Schedule 4.2(a). As of the Original Agreement Datedate hereof, there are outstanding employee stock options to purchase an aggregate of 8,673,495 shares of Common Stock (i) no Company Common Shares, no Company Class B Shares of which options to purchase an aggregate of 1,484,656 are exercisable). Each such stock option was granted under and no Company Class C Shares are held in accordance with the Company’s treasury and (ii) 6,500,000 Company Common Shares are available for issuance under terms of the Company Incentive Stock Option Plan, of which 2,928,866 Company Common Shares are subject to Company Options that have been granted under the Company Incentive Plan and 2,816,793 Company Common Shares are subject to Company RSUs that have been granted under the Company Incentive Plan. Schedule 4.2(a) sets forth a complete and correct list as of the Original Agreement Date of (i) each outstanding Company Option and Company RSU and (ii) each outstanding Company Warrant, including, as applicable, the holder, date of grant or issue, exercise price (to the extent applicable), vesting schedule and number and class of Company Capital Shares subject thereto. All of the issued and outstanding Company Capital Shares areshares of Common Stock and Preferred Stock are duly authorized, validly issued and fully paid and nonassessable and all Company Capital Shares shares of Common Stock that may be issued pursuant to any Company Employee Benefit Plan stock option will be, when issued in accordance with the respective terms thereof, duly authorizedauthorized and validly issued and fully paid, validly issuedand, fully paid in each case, are and nonassessable will be free and have been offeredclear of any preemptive rights, issuedrestrictions on transfer (other than restrictions under applicable federal, sold state and delivered by the Company in compliance with all applicable other securities Lawslaws), or Liens (other than Permitted Liens). Except as set forth above in this Section on Schedule 4.2(a), and as set forth in Schedule 4.2(b), as of the Original Agreement Datedate of this Agreement, there are no outstanding (i) other equity securities of the Company, (ii) securities of the Company convertible into or exchangeable for, at any time, for equity securities of the Company, and (iii) bonds, debentures, notes or other indebtedness having voting rights in the Company or (iv) options or other rights to acquire from the Company or and no obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company. Except As of the date hereof (and as of immediately prior to the Effective Time), all issued and outstanding shares of Common Stock and Preferred Stock are held of record by the Persons and in such amounts as set forth in on Schedule 4.2(a). Schedule 4.2(a) sets forth a true and complete list as of the date hereof of all holders of Current Options, no Group Company including, with respect to each holder thereof, as applicable, (i) whether each such Current Option, is vested or unvested as of the date of this Agreement, and whether such Current Option is subject to any voting agreement with respect vesting as a result of the transactions herein, (ii) the exercise price per underlying share, if applicable, (iii) the term of each such Current Option, (iv) whether such Current Option is a nonqualified stock option or incentive stock option, and (v) whether the optionee is an employee of the Company on the date hereof. Prior to the voting date hereof, the Company has provided to Parent a copy of each form of award agreement that evidences the grant of Current Options, and, to the extent that any capital stock or voting securities ofaward has been granted that is evidenced by an award agreement that deviates from such form, or other equity interests in, any Group Companythe Company has provided to Parent a copy of such award agreement.

Capitalization of the Group Companies. (a) The authorized capital shares of the Company consists of (i) 909,000,000 Company Common Shares of which 98,868,774 shares are issued and outstanding as of the Original Agreement Datedate hereof, (ii) 11,000,000 Company Class B Shares of which 4,845,984 shares are issued and outstanding as of the Original Agreement Datedate hereof, (iii) no Company Class C Shares of which no shares are issued and outstanding as of the Original Agreement Datedate hereof, (iv) 500 Series A Preferred Shares, of which 500 are issued and outstanding as of the Original Agreement Date date hereof and (v) 300 Series B Preferred Shares, of which 300 are issued and outstanding as of the Original Agreement Datedate hereof. As of the Original Agreement Datedate hereof, (i) no Company Common Shares, no Company Class B Shares and no Company Class C Shares are held in the Company’s treasury and (ii) 6,500,000 Company Common Shares are available for issuance under the Company Incentive Plan, of which 2,928,866 Company Common Shares are subject to Company Options that have been granted under the Company Incentive Plan and 2,816,793 Company Common Shares are subject to Company RSUs that have been granted under the Company Incentive Plan. Schedule 4.2(a) sets forth a complete and correct list as of the Original Agreement Date date hereof of (i) each outstanding Company Option and Company RSU and (ii) each outstanding Company Warrant, including, as applicable, the holder, date of grant or issue, exercise price (to the extent applicable), vesting schedule and number and class of Company Capital Shares subject thereto. All of the outstanding Company Capital Shares are, and all Company Capital Shares that may be issued pursuant to any Company Employee Benefit Plan will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and have been offered, issued, sold and delivered by the Company in compliance with all applicable securities Laws. Except as set forth above in this Section 4.2(a), and as set forth in Schedule 4.2(b), as of the Original Agreement Datedate hereof, there are no outstanding (i) equity securities of the Company, (ii) securities of the Company convertible into or exchangeable for, at any time, equity securities of the Company, (iii) bonds, debentures, notes or other indebtedness having voting rights in the Company or (iv) options or other rights to acquire from the Company or obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company. Except as set forth in Schedule 4.2(a), no Group Company is subject to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, any Group Company.