Common use of Share Capital Clause in Contracts

Share Capital. (a) The authorized share capital of Parent consists of 1,000,000,000 Parent Shares, 40,000 deferred ordinary shares, par value €1.00 per share (“Parent Deferred Shares”) and 10,000,000 serial preferred shares, par value $0.0001 per share (“Parent Preferred Shares”). As of November 13, 2014 (the “Parent Capitalization Date”), (i)(A) 265,204,677 Parent Shares were issued and outstanding and (B) no Parent Shares were held in treasury, (ii) 15,967,028 Parent Shares were reserved for issuance pursuant to the Parent Equity Plans, (iii) not more than 40,000 Parent Deferred Shares were issued and outstanding, and (iv) no Parent Preferred Shares were issued and outstanding. All the outstanding Parent Stock are, and all Parent Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights. All issued and outstanding shares in the capital of, or other equity interests in, each Significant Subsidiary of Parent are wholly owned, directly or indirectly, by Parent free and clear of all Liens, other than Parent Permitted Liens. (b) Except as set forth in Section 4.2(a) above, as of the date hereof: (i) Parent does not have any shares of capital stock issued or outstanding other than Parent Shares that have become outstanding after the Parent Capitalization Date, but were reserved for issuance as set forth in Section 4.2(a) above, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital stock to which Parent or any of Parent’s Subsidiaries is a party obligating Parent or any of Parent’s Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Parent or a wholly owned Subsidiary of Parent); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) redeem or otherwise acquire any such shares of capital stock or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary that is not wholly owned. (c) Neither Parent nor any Parent Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. (d) There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of the shares or other equity interest of Parent or any of its Subsidiaries.

Share Capital. (a) The authorized share capital of the Parent consists of 1,000,000,000 an unlimited number of common shares (the “Parent Shares”), 40,000 deferred ordinary shares, par value €1.00 per share an unlimited number of preferred shares (the “Parent Deferred Preferred Shares”) and 10,000,000 serial preferred shares, par value $0.0001 per share an unlimited number of special shares (the “Parent Preferred Special Shares”). As of November 13the date of this Agreement, 2014 there were: (the “Parent Capitalization Date”), (i)(Ai) 265,204,677 109,303,356 Parent Shares were issued and outstanding and (Bincluding 496,672 Parent Restricted Common Shares); (ii) no Parent Special Shares were held in treasury, (ii) 15,967,028 Parent Shares were reserved for issuance pursuant to the Parent Equity Plans, (iii) not more than 40,000 Parent Deferred Shares were issued and outstanding, and ; (iviii) no Parent Preferred Shares were issued and outstanding; and (iv) 1,682,962 Parent Shares issuable upon the exercise of all outstanding Parent Options, including tandem Parent SARs. (b) All outstanding Parent Shares have been duly authorized and validly issued, are fully paid and non-assessable. All of the Parent Shares issuable upon the exercise of rights under the Parent Stock Option Plan, including outstanding Parent Stock areOptions, and all Parent Stock reserved for have been duly authorized and, upon issuance as noted above shall be, when issued in accordance with the their respective terms thereofterms, duly authorized, will be validly issued, issued as fully paid and non-assessable and free of are not and will not be subject to or issued in violation of, any pre-emptive rights. All issued No Parent Shares have been issued, and outstanding shares no Parent Options have been granted, in the capital of, violation of any Law or other equity interests in, each Significant Subsidiary of Parent are wholly owned, directly any pre-emptive or indirectly, by Parent free and clear of all Liens, other than Parent Permitted Liens. (b) Except as set forth in Section 4.2(a) above, as similar rights applicable to them. None of the date hereof: (i) Parent does not have any shares of capital stock issued or outstanding other than Parent Shares that have become outstanding after the Parent Capitalization Date, but were reserved for issuance as set forth in Section 4.2(a) above, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital stock to which Parent or any of Parent’s Subsidiaries is a party obligating Parent or any of Parent’s Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Parent or a wholly owned Subsidiary of Parent); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) redeem or otherwise acquire any such shares of capital stock or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, own any Parent Subsidiary that is not wholly ownedShares. (c) Neither Section 4.2(c) of the Parent nor any Disclosure Letter contains a list of the Parent Subsidiary has outstanding bondsOptions and tandem Parent SARs, debentureswith details regarding the strike price, notes whether such Parent Options are vested or other similar obligationsunvested, the holders number of which participants to whom such Parent Options have been granted. The Parent Stock Option Plans and the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders issuance of Parent Shares under such plans (including all outstanding Parent Options) have been duly authorized by the Parent Board of Directors in compliance with Law and the terms of the Parent Stock Option Plans, and have been recorded on the Parent’s financial statements in accordance with GAAP, and no such grants involved any matter“back dating,” “forward dating,” “spring loading” or similar practices. (d) There Section 4.2(d) of the Parent Disclosure Letter contains a list of the Parent PSUs, with details regarding the vesting schedule and the names of and the number of participants to whom such Parent PSUs have been granted. (e) Section 4.2(e) of the Parent Disclosure Letter contains a list of the Parent SARs, with details regarding the reference price, the vesting schedule, and the names of and the number of participants to whom such Parent SARs have been granted. (f) Except for rights under the Parent Stock Option Plans, including outstanding Parent Options, there are no voting trusts issued, outstanding or authorized options, equity-based awards, warrants, calls, conversion, pre-emptive, redemption, repurchase, stock appreciation or other agreements rights, or understandings to which any other agreements, arrangements, instruments or commitments of any kind that obligate the Parent or any of its Subsidiaries is to, directly or indirectly, issue or sell any securities of the Parent or of any of its Subsidiaries, or give any Person a party right to subscribe for or acquire, any securities of the Parent or of any of its Subsidiaries. (g) There are no issued, outstanding or authorized: (i) obligations to repurchase, redeem or otherwise acquire any securities of the Parent or of any of its Subsidiaries, or qualify securities for public distribution in Canada, the United States or elsewhere, or, other than as contemplated by this Agreement, with respect to the voting or disposition of any securities of the shares or other equity interest of Parent or of any of its Subsidiaries; or (ii) notes, bonds, debentures or other evidences of Indebtedness or any other agreements, arrangements, instruments or commitments of any kind that give any Person, directly or indirectly, the right to vote with holders of Parent Shares on any matter except as required by Law. (h) All dividends or distributions on securities of the Parent that have been declared or authorized have been paid in full.

Share Capital. (a) The authorized share capital of Parent consists of 1,000,000,000 500,000,000 Parent Shares, 40,000 deferred ordinary A shares, par value €1.00 per share (the “Parent Deferred Ordinary A Shares”) and 10,000,000 serial 500,000,000 preferred shares, par value $0.0001 0.20 per share (“Parent Preferred Shares”). As of November 13April 3, 2014 (the “Parent Capitalization Date”), (i)(A) 265,204,677 58,443,505 Parent Shares were issued and outstanding and (B) no 30,627 Parent Shares were held in treasury, (ii) 15,967,028 Parent Share Options to purchase 2,784,622 Parent Shares were outstanding, (iii) Parent RSU Awards with respect to 578,598 Parent Shares were outstanding, (iv) Parent performance share unit awards with respect to 95,381 Parent Shares were outstanding, (v) 8,039,768 Parent Shares were reserved for issuance pursuant to the Parent Equity Plans, (iii) not more than 40,000 Parent Deferred Shares were issued and outstanding, and (ivvi) no Parent Preferred Shares were issued and outstanding, (vii) no Parent Ordinary A Shares were issued and outstanding and (viii) 5,000,000 Parent Preferred Shares were reserved for issuance pursuant to the Rights Agreement, dated as of June 28, 2013, between Parent and Computershare Trust Company, N.A., as Rights Agent (the “Parent Rights Agreement”). All the outstanding Parent Stock Shares are, and all Parent Stock Shares reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights. All issued and outstanding shares in the capital of, or other equity interests in, each Significant Subsidiary of Parent are wholly owned, directly or indirectly, by Parent free and clear of all Liens, other than Parent Permitted Liens. (b) Except as set forth in Section 4.2(a) aboveabove and except for the rights issued in connection with the Parent Rights Agreement, as of the date hereof: (i) Parent does not have any shares of capital stock issued or outstanding other than Parent Shares that have become outstanding after the Parent Capitalization Date, but were reserved for issuance as set forth in Section 4.2(a) above, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital stock to which Parent or any of Parent’s Subsidiaries is a party obligating Parent or any of Parent’s Subsidiaries to (Ai) issue, transfer or sell any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Parent or a wholly owned Subsidiary of Parent); (Bii) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (Ciii) redeem or otherwise acquire any such shares of capital stock or other equity interests; or (Div) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary that is not wholly owned. (c) Neither Parent nor any Parent Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. (d) There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of the shares or other equity interest of Parent or any of its Subsidiaries.

Share Capital. (a) The authorized share capital of Buyer Parent consists of 1,000,000,000 Parent Shares, 40,000 deferred ordinary shares, 2,500,000,000 shares of NIS 0.10 par value €1.00 per share (“Parent Deferred Shares”) and 10,000,000 serial preferred shares, par value $0.0001 per share (“Parent Preferred Shares”)each. As of November 13July 26, 2014 2015 (the “Buyer Parent Capitalization Date”), (i)(A) 265,204,677 850,349,891 shares of Buyer Parent Shares Stock were issued and outstanding and (B) no 110,016,092 shares of Buyer Parent Shares Stock were held in treasury, (ii) 15,967,028 44,009,508 shares of Buyer Parent Shares Stock were reserved for issuance pursuant to the Buyer Parent Equity Plans, and (iii) not more than 40,000 3,956,000 shares of Buyer Parent Deferred Shares were issued and outstanding, reserved for issuance pursuant to Buyer Parent’s 0.25% convertible senior debentures due 2026 and (iv) no Buyer Parent Preferred Shares were issued and outstanding. All the outstanding Buyer Parent Stock are, and all shares of Buyer Parent Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights. All issued and outstanding shares in the capital of, or other equity interests in, each Significant Subsidiary of Parent are wholly owned, directly or indirectly, by Parent free and clear of all Liens, other than Parent Permitted Liens. (b) Except as set forth in Section 4.2(a5.2(a) above, as of the date hereof: (i) Buyer Parent does not have any shares of capital stock issued or outstanding other than shares of Buyer Parent Shares Stock that have become outstanding after the Buyer Parent Capitalization Date, but were reserved for issuance as set forth in Section 4.2(a5.2(a) above, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital stock to which Buyer Parent or any of Buyer Parent’s Subsidiaries is a party obligating Buyer Parent or any of Buyer Parent’s Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of Parent or any Subsidiary of Buyer Parent or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Buyer Parent or a wholly owned Subsidiary of Buyer Parent); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitmentcommitment in respect of equity interests of Buyer Parent; or (C) redeem or otherwise acquire any such shares of capital stock of Buyer Parent or other equity interests; or (D) provide a material amount interests of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary that is not wholly ownedBuyer Parent. (c) Neither Buyer Parent nor any Buyer Parent Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of Buyer Parent on any matter. (d) There are no voting trusts or other agreements or understandings to which Buyer Parent or any of its Subsidiaries is a party with respect to the voting of the shares or other equity interest of Parent or any Buyer Parent. (e) The Stock Consideration shall be, at the time of its Subsidiariesissuance, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights.

Share Capital. (a) The authorized share capital of Parent consists of 1,000,000,000 Parent Shares, 40,000 deferred ordinary shares, par value €1.00 per share (“Parent Deferred Shares”) and 10,000,000 serial preferred shares, par value $0.0001 per share (“Parent Preferred Shares”). As of November 13June 12, 2014 2015 (the “Parent Capitalization Date”), (i)(A) 265,204,677 392,872,493 Parent Shares were issued and outstanding and (B) no Parent Shares were held in treasury, (ii) 15,967,028 37,673,135 Parent Shares were reserved for issuance pursuant to the Parent Equity Plans, (iii) not more than 40,000 no Parent Deferred Shares were issued and outstanding, and (iv) no 5,060,000 Parent Preferred Shares were issued and outstanding. All the outstanding Parent Stock are, and all Parent Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights. All issued and outstanding shares in the capital of, or other equity interests in, each Significant Subsidiary of Parent are wholly owned, directly or indirectly, by Parent free and clear of all Liens, other than Parent Permitted Liens. (b) Except as set forth in Section 4.2(a) above, as of the date hereofof this Agreement: (i) Parent does not have any shares of capital stock issued or outstanding other than the Parent Shares that were outstanding on the Parent Capitalization Date or have become outstanding after the Parent Capitalization Date, Date but were reserved for issuance as set forth in Section 4.2(a) aboveabove as of the Parent Capitalization Date, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital stock to which Parent or any of Parent’s Subsidiaries is a party obligating Parent or any of Parent’s Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Parent or a wholly owned Subsidiary of Parent); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) redeem or otherwise acquire any such shares of capital stock or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary that is not wholly owned. (c) Neither Parent nor any Parent Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. (d) There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of the shares or other equity interest of Parent or any of its Subsidiaries.

Share Capital. (a) The authorized share capital of Parent consists of 1,000,000,000 Parent Shares, 40,000 deferred ordinary shares, par value €1.00 $0.01 per share (the “Parent Deferred Shares”) and 10,000,000 serial ), 100,000,000 preferred shares, par value $0.0001 0.01 per share (“Parent Preferred Shares”) and 40,000 ordinary A shares of €1.00 each (“Parent Euro-Denominated Shares”). As of November 13January 20, 2014 2016 (the “Parent Capitalization Date”), (i)(Ai) 265,204,677 (A) 424,230,180 Parent Shares were issued and outstanding, (B) no Parent Preferred Shares were issued and outstanding and (C) no Parent Euro-Denominated Shares were issued or outstanding, (ii) (A) 387,855 Parent Shares were held in treasury and (B) no Parent Shares were held in treasuryby Parent Subsidiaries, (iiiii) 15,967,028 14,534,173 Parent Shares were reserved for issuance pursuant to upon the exercise of outstanding Parent Share Options granted under Parent Equity Plans, (iiiiv) not more than 40,000 1,544,361 Parent Deferred Shares were issued and outstandingunderlying outstanding Parent RSU Awards granted under Parent Equity Plans, (v) 77,419 Parent Shares were underlying outstanding Parent DSU Awards granted under Parent Equity Plans and (ivvi) no 1,628,296 Parent Preferred Shares were issued and outstandingunderlying outstanding Parent PSU Awards (assuming applicable performance criteria are satisfied at target levels). All the outstanding Parent Stock Shares are, and all Parent Stock Shares reserved for issuance as noted above or contemplated to be issued in the Merger shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights. . (b) All issued and outstanding shares in the of capital of, or other equity interests in, each Significant Subsidiary of Parent and each Parent Joint Venture (to the extent such shares of capital stock or other equity interests are held by Parent or one of its Subsidiaries) are wholly owned, directly or indirectly, by Parent free and clear of all Liens, other than Parent Permitted Liens. (bc) Except as set forth in Section 4.2(a) above), as of the date hereof: (i) Parent does not have any there are no outstanding shares of capital stock issued or outstanding other equity interests or voting securities of Parent other than Parent Shares that have become outstanding after the Parent Capitalization Date, but were reserved for issuance as set forth in Section 4.2(a), (ii) abovethere are no outstanding “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based performance units or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the stock price performance of Parent or any of its Subsidiaries from Parent or any of the Parent Subsidiaries (other than under the Parent Equity Plans) and (iiiii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital stock to which Parent or any of Parent’s the Parent Subsidiaries is a party obligating Parent or any of Parent’s the Parent Subsidiaries to to: (A) issue, transfer or sell any shares of in its capital stock or other equity interests of Parent or any Parent Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Parent or a wholly owned Subsidiary of Parent); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) redeem or otherwise acquire any such shares of its capital stock or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary that is not wholly ownedowned by Parent and/or one or more of the Parent Subsidiaries. (cd) Neither Parent nor any Parent Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders holders of Parent Shares on any matter. (de) There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries Parent Subsidiary is a party with respect to the voting of the shares of capital or other equity interest of Parent or any Parent Subsidiary. (f) Section 4.2(f) of its Subsidiariesthe Parent Disclosure Letter sets forth a true and complete list, as of the Parent Capitalization Date, of (i) each Parent Equity Award, (ii) the name of the Parent Equity Award holder, (iii) the number of Parent Shares underlying each Parent Equity Award, (iv) the date on which the Parent Equity Award was granted, (v) the Parent Equity Plan under which the Parent Equity Award was granted, (vi) the exercise price of each Parent Equity Award, if applicable, and (vii) the expiration date of each Parent Equity Award, if applicable. From the Parent Capitalization Date through the date of this Agreement, Parent has not granted, entered into an agreement to grant, or otherwise committed to grant any Parent Equity Awards or other equity or equity-based awards that may be settled in Parent Shares.

Share Capital. (a) The authorized share capital of Parent consists of 1,000,000,000 Parent Shares, 40,000 deferred ordinary shares, par value €1.00 $0.0001 per share (the “Parent Deferred Shares”) and ), 10,000,000 serial preferred shares, par value $0.0001 per share (“Parent Preferred Shares”) and 40,000 deferred ordinary shares of €1 each (“Parent Euro-Denominated Shares”). As of November 1318, 2014 2015 (the “Parent Capitalization Date”), (i)(Ai) 265,204,677 (A) 394,219,171 Parent Shares were issued and outstanding and (B) no 40,000 Parent Euro-Denominated Shares were issued or outstanding, (ii) (A) zero Parent Shares were held in treasurytreasury and (B) zero Parent Shares were held by Parent Subsidiaries, (iiiii) 15,967,028 37,026,398 Parent Shares were reserved and available for issuance pursuant to the Parent Equity Plans, (iii) not more than 40,000 Parent Deferred Shares were issued and outstanding, Plans and (iv) no 5,060,000 Parent Preferred Shares were issued and or outstanding. All the outstanding Parent Stock Shares are, and all Parent Stock Shares reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights. . (b) All issued and outstanding shares in the of capital of, or other equity interests in, each Significant Subsidiary of Parent are wholly owned, directly or indirectly, by Parent free and clear of all Liens, other than Parent Permitted Liens. (bc) Except as set forth in Section 4.2(a) above), as of the date hereof: (i) Parent does not have any shares of capital stock issued in issue or outstanding other than Parent Shares that have become outstanding after the Parent Capitalization Date, but were reserved for issuance as set forth in Section 4.2(a), (ii) abovethere are no outstanding “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based performance units or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the stock price performance of Parent or any of its Subsidiaries (other than under the Parent Equity Plans) and (iiiii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital stock to which Parent or any of Parent’s the Parent Subsidiaries is a party obligating Parent or any of Parent’s the Parent Subsidiaries to (A) issue, transfer or sell any shares of in its capital stock or other equity interests of Parent or any Parent Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Parent or a wholly owned Subsidiary of Parent); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) redeem or otherwise acquire any such shares of in the capital stock or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary that is not wholly ownedowned by Parent and/or one or more of the Parent Subsidiaries. (cd) Neither Parent nor any Parent Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders holders of Parent Shares on any matter. (de) There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries Parent Subsidiary is a party with respect to the voting of the shares of capital or other equity interest of Parent or any Parent Subsidiary. (f) Parent has delivered or otherwise made available to the Company prior to the date of its Subsidiariesthis Agreement true and complete copies of all Parent Equity Plans covering the Parent Equity Awards outstanding as of the date of this Agreement, the forms of all award agreements evidencing such Parent Equity Awards (and any other award agreement to the extent there are variations from the form of agreement, specifically identifying the Person(s) to whom such variant forms apply). Each (i) Parent Equity Award was granted in compliance with all applicable Law and all of the terms and conditions of the Parent Equity Plan pursuant to which it was issued, (ii) Parent Equity Award (if applicable) has an exercise price per Parent Share equal to or greater than the fair market value of a Parent Share as determined pursuant to the terms of the applicable Parent Equity Plan on the date of such grant, (iii) Parent Equity Award (if applicable) has a grant date identical to the date on which the Parent Board of Directors or compensation committee actually awarded such Parent Equity Award, (iv) Parent Equity Award qualifies for the Tax and accounting treatment afforded to such award in Parent’s Tax Returns and all Parent SEC Documents, respectively, and (v) Parent Equity Award (if applicable) does not trigger any liability for the holder thereof under Section 409A of the Code or any similar provision in any other Tax jurisdiction.

Share Capital. (a) The authorized share capital of Parent consists of 1,000,000,000 Parent Shares, 40,000 deferred ordinary shares, par value €1.00 per share (“Parent Deferred Shares”) and 10,000,000 serial preferred shares, par value $0.0001 per share (“Parent Preferred Shares”). As of November 13June 12, 2014 2015 (the “Parent Capitalization Date”), (i)(A) 265,204,677 392,872,493 Parent Shares were issued and outstanding and (B) no Parent Shares were held in treasury, (ii) 15,967,028 37,673,135 Parent Shares were reserved for issuance pursuant to the Parent Equity Plans, (iii) not more than 40,000 Parent Deferred Shares were issued and outstanding, and (iv) no 5,060,000 Parent Preferred Shares were issued and outstanding. All the outstanding Parent Stock are, and all Parent Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights. All issued and outstanding shares in the capital of, or other equity interests in, each Significant Subsidiary of Parent are wholly owned, directly or indirectly, by Parent free and clear of all Liens, other than Parent Permitted Liens. (b) Except as set forth in Section 4.2(a) above, as of the date hereofof this Agreement: (i) Parent does not have any shares of capital stock issued or outstanding other than the Parent Shares that were outstanding on the Parent Capitalization Date or have become outstanding after the Parent Capitalization Date, Date but were reserved for issuance as set forth in Section 4.2(a) aboveabove as of the Parent Capitalization Date, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital stock to which Parent or any of Parent’s Subsidiaries is a party obligating Parent or any of Parent’s Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Parent or a wholly owned Subsidiary of Parent); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) redeem or otherwise acquire any such shares of capital stock or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary that is not wholly owned. (c) Neither Parent nor any Parent Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. (d) There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of the shares or other equity interest of Parent or any of its Subsidiaries.

Share Capital. (a) The authorized share capital of Parent consists of 1,000,000,000 Parent Shares, 40,000 deferred ordinary shares, par value €1.00 per share (“"Parent Deferred Shares”") and 10,000,000 serial preferred shares, par value $0.0001 per share (“"Parent Preferred Shares”"). As of November 13June 12, 2014 2015 (the “"Parent Capitalization Date”"), (i)(A) 265,204,677 392,872,493 Parent Shares were issued and outstanding and (B) no Parent Shares were held in treasury, (ii) 15,967,028 37,673,135 Parent Shares were reserved for issuance pursuant to the Parent Equity Plans, (iii) not more than 40,000 Parent Deferred Shares were issued and outstanding, and (iv) no 5,060,000 Parent Preferred Shares were issued and outstanding. All the outstanding Parent Stock are, and all Parent Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights. All issued and outstanding shares in the capital of, or other equity interests in, each Significant Subsidiary of Parent are wholly owned, directly or indirectly, by Parent free and clear of all Liens, other than Parent Permitted Liens. (b) Except as set forth in Section 4.2(a) above, as of the date hereofof this Agreement: (i) Parent does not have any shares of capital stock issued or outstanding other than the Parent Shares that were outstanding on the Parent Capitalization Date or have become outstanding after the Parent Capitalization Date, Date but were reserved for issuance as set forth in Section 4.2(a) aboveabove as of the Parent Capitalization Date, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital stock to which Parent or any of Parent’s 's Subsidiaries is a party obligating Parent or any of Parent’s 's Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Parent or a wholly owned Subsidiary of Parent); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) redeem or otherwise acquire any such shares of capital stock or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary that is not wholly owned. (c) Neither Parent nor any Parent Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. (d) There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of the shares or other equity interest of Parent or any of its Subsidiaries.

Share Capital. (a) The authorized share capital of Parent consists of 1,000,000,000 Parent Shares, 40,000 deferred ordinary shares, par value €1.00 per share (“Parent Deferred Shares”) and 10,000,000 serial preferred shares, par value $0.0001 per share (“Parent Preferred Shares”). As of November 13February 7, 2014 (the “Parent Capitalization Date”), (i)(A) 265,204,677 174,199,744 Parent Shares were issued and outstanding and (B) no 57,728 Parent Shares were held in treasury, (ii) 15,967,028 10,043,596 Parent Shares were reserved for issuance pursuant to the Parent Equity Plans, (iii) not more than 40,000 no Parent Deferred Shares were issued and outstanding, and (iv) no Parent Preferred Shares were issued and outstanding. All the outstanding Parent Stock are, and all Parent Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights. All issued and outstanding shares in the capital of, or other equity interests in, each Significant Subsidiary of Parent are wholly owned, directly or indirectly, by Parent free and clear of all Liens, other than Parent Permitted Liens. (b) Except as set forth in Section 4.2(a) above, as of the date hereof: (i) Parent does not have any shares of capital stock issued or outstanding other than Parent Shares that have become outstanding after the Parent Capitalization Date, but were reserved for issuance as set forth in Section 4.2(a) above, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital stock to which Parent or any of Parent’s Subsidiaries is a party obligating Parent or any of Parent’s Subsidiaries to (Ai) issue, transfer or sell any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Parent or a wholly owned Subsidiary of Parent); (Bii) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (Ciii) redeem or otherwise acquire any such shares of capital stock or other equity interests; or (Div) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary that is not wholly owned. (c) Neither Parent nor any Parent Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. (d) There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of the shares or other equity interest of Parent or any of its Subsidiaries.

Share Capital. (a) The authorized share capital of Parent consists solely of 1,000,000,000 (i) 2,125 million ordinary shares of 11 13/17 xxxxx each of Parent Shares, 40,000 deferred ordinary shares, par value €1.00 per share (“each a "Parent Deferred Shares”) and 10,000,000 serial preferred shares, par value $0.0001 per share (“Parent Preferred Shares”). As of November 13, 2014 (the “Parent Capitalization Date”Ordinary Share"), (i)(A) 265,204,677 Parent Shares of which 1,474.4 million shares were issued in issue as of March 31, 1998 and outstanding and (B) no Parent Shares were held in treasury, (ii) 15,967,028 one Special Rights Redeemable Preference Share of pound sterling1 (the "Special Share"), which was in issue as of such date. Since March 31, 1998, except as disclosed in the forms, reports, schedules, circulars and other filings with the LSE made by Parent Shares were reserved for issuance pursuant to its continuing obligations under LSE rules and regulations (the "Parent Reports") filed prior to the date of this Agreement or Section 5.02 of the letter dated the date hereof and delivered by Parent and LLC to the Company concurrently with the execution and delivery of this Agreement (the "Parent Disclosure Letter"), there has been no change in the number of issued Parent Ordinary Shares other than the issuance of Parent Ordinary Shares pursuant to options or rights outstanding as of such date to subscribe or purchase Parent Ordinary Shares. All of the issued Parent Ordinary Shares are duly authorized, validly issued and fully paid, and no Parent Ordinary Share is entitled to preemptive rights, except as provided in Section 89 of the Companies Xxx 0000, as amended (the "Companies Act"). Except pursuant to this Agreement, and except as disclosed in Section 5.02 of the Parent Equity PlansDisclosure Letter, on the date hereof there are no outstanding Options obligating Parent or any of its Subsidiaries to issue or sell any Parent Ordinary Shares or to grant, extend or enter into any Option with respect thereto. (iiib) not more than 40,000 Except as disclosed in the Parent Deferred Shares were issued and outstandingReports filed prior to the date of this Agreement or Section 5.02 of the Parent Disclosure Letter, and (iv) no Parent Preferred Shares were issued and outstanding. All all of the outstanding Parent Stock are, and all Parent Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, shares of NGC are duly authorized, validly issued, fully paid and non-assessable are owned, beneficially and free of pre-emptive rights. All issued and outstanding shares in the capital ofrecord, by Parent or other equity interests ina Subsidiary, each Significant Subsidiary of Parent are which is wholly owned, directly or indirectly, by Parent Parent, free and clear of all any Liens, other than Parent Permitted Liens. (b) . Except as set forth disclosed in the Parent Reports filed prior to the date of this Agreement or Section 4.2(a) above, as 5.02 of the date hereof: Parent Disclosure Letter, there are no (i) Parent does not have any shares of capital stock issued or outstanding other than Parent Shares that have become outstanding after the Parent Capitalization Date, but were reserved for issuance as set forth in Section 4.2(a) above, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital stock to which Parent or any of Parent’s Subsidiaries is a party Options obligating Parent or any of Parent’s Subsidiaries NGC to (A) issue, transfer issue or sell any shares of capital stock NGC or other equity interests of Parent or any Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Parent or a wholly owned Subsidiary of Parent); (B) grant, extend or enter into any such subscriptionOption or (ii) voting trusts, option, warrant, put, call, exchangeable or convertible securities proxies or other similar rightcommitments, agreement understandings, restrictions or commitment; arrangements in favor of any person other than Parent or a Subsidiary, which is wholly owned, directly or indirectly, by Parent, with respect to the voting of or the right to participate in dividends or other earnings in respect of any shares of NGC. (Cc) Except as disclosed in the Parent Reports filed prior to the date of this Agreement or Section 5.02 of the Parent Disclosure Letter and except for the right of the holder of the Special Share to require Parent to redeem the Special Share pursuant to the Articles of Association of Parent, there are no outstanding contractual obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such Parent Ordinary Shares or any shares of capital stock NGC or other equity interests; or (D) to provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, NGC or any Parent Subsidiary that is not wholly ownedother person. (cd) Neither Except as disclosed in the Parent nor any Parent Subsidiary has outstanding Disclosure Letter, as of the date of this Agreement, no bonds, debentures, notes or other similar obligations, the holders indebtedness of which have Parent or any of its Subsidiaries having the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of (together, "Parent Voting Debt") on any matter. (d) There matters on which Parent Shareholders may vote are no voting trusts issued or other agreements or understandings to which are outstanding nor are there any outstanding Options obligating Parent or any of its Subsidiaries is a party to issue or sell any Parent Voting Debt or to grant, extend or enter into any Option with respect to the voting of the shares or other equity interest of Parent or any of its Subsidiariesthereto.

Share Capital. (a) The authorized share capital stock of Parent Seaways consists of 1,000,000,000 Parent Shares, 40,000 deferred ordinary shares, 100,000,000 registered shares without par value €1.00 per share (“Parent Deferred Seaways Shares”) and 10,000,000 serial registered shares of preferred shares, stock without par value $0.0001 per share (the “Parent Seaways Preferred SharesStock”). As of November 13March 24, 2014 2021 (the “Parent Seaways Capitalization Date”), (i)(A) 265,204,677 Parent Shares were issued and outstanding and (B) no Parent Shares were held in treasury, (ii) 15,967,028 Parent Shares were reserved for issuance pursuant to the Parent Equity Plans, (iii) not more than 40,000 Parent Deferred 28,055,890 Seaways Shares were issued and outstanding, (B) no Seaways Shares were held in treasury and (ivC) no Parent Preferred Seaways Shares were held by Subsidiaries of Seaways (ii) 1,417,745 Seaways Shares were reserved and available for issuance pursuant to the Seaways Equity Plans and (iii) no shares of Seaways Preferred Stock were issued and outstandingor outstanding or held in treasury. All of the outstanding Parent Stock Seaways Shares are, and all Parent Stock Seaways Shares reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issuedissued in accordance with applicable Law, fully paid and non-assessable and free of pre-emptive rights. All issued and outstanding shares in the capital of, or other equity interests in, each Significant Subsidiary of Parent are wholly owned, directly or indirectly, by Parent free and clear of all Liens, other than Parent Permitted Liens. (b) Except as set forth in Section 4.2(a) above), as of the date hereofhereof and except for the Transactions: (i) Parent Seaways does not have any shares of capital stock issued or outstanding other than Parent Seaways Shares that were outstanding on the Seaways Capitalization Date or that have become outstanding after the Parent Seaways Capitalization Date, but were reserved for issuance as set forth in Section 4.2(a) aboveas of the Seaways Capitalization Date, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital stock or other equity interests to which Parent Seaways or any of Parent’s Seaways’ Subsidiaries is a party party, or otherwise obligating Parent Seaways or any of Parent’s Seaways’ Subsidiaries to (A) issue, transfer transfer, exchange, sell or sell register for sale any shares of capital stock or other equity interests of Parent Seaways or any Seaways Subsidiary of Parent or securities convertible into into, or exchangeable for such shares capital stock or equity interests (in each case other than to Parent Seaways or a wholly owned Subsidiary of ParentSeaways); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement agreement, commitment or commitmentarrangement relating to the capital stock or other equity interest of Seaways or a Seaways Subsidiary; (C) redeem or otherwise acquire any such shares of capital stock or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Parent Seaways Subsidiary that is not wholly ownedowned or any other Person; (E) make any payment to any Person the value of which is derived from, or calculated based on, the value of Seaways Shares or Seaways Preferred Stock; or (F) grant any preemptive or antidilutive or similar rights with respect to any security issued by Seaways or any Seaways Subsidiary. Since the Seaways Capitalization Date until the date of this Agreement, Seaways has not granted any equity or equity-based award to any of the directors, employees or independent contractors of Seaways or any Seaways Subsidiaries. As of the date hereof, there are no declared but unpaid dividends of Seaways. (c) Section 4.2(c) of the Seaways Disclosure Letter sets forth (i) the aggregate number of Seaways Shares that are subject to an option to acquire Seaways Shares (“Seaways Options”) and the average weighted exercise price of such Seaways Options, (ii) the aggregate number of Seaways Shares that are subject to performance-based Seaways RSUs (assuming maximum performance), (iii) the aggregate number of Seaways Shares that are subject to time-based Seaways RSUs, (iv) the aggregate number of Seaways Restricted Shares (such schedule, the “Seaways Equity Schedule”), in each case as of the Seaways Capitalization Date. Seaways shall provide Diamond with an updated Seaways Equity Schedule within three (3) business days prior to the Closing to reflect any changes occurring between the Seaways Capitalization Date and the applicable date of delivery. From the Seaways Capitalization Date through the date of this Agreement, Seaways has not granted, entered into an agreement to grant, or otherwise committed to grant any Seaways Equity Awards or other equity or equity-based awards that may be settled in Seaways Shares. (d) Section 4.2(d) of the Seaways Disclosure Letter sets forth as of the Seaways Capitalization Date a list of each outstanding Seaways Equity Award granted under the Seaways Equity Plans and (i) the name of the holder of such Seaways Equity Award, (ii) the number of Seaways Shares subject to such outstanding Seaways Equity Award, (iii) the exercise price, purchase price or similar pricing of such Seaways Equity Award, (iv) the date on which such Seaways Equity Award was granted or issued, (v) the applicable vesting schedule, and the extent to which such Seaways Equity Award (A) is vested and exercisable as of the Seaways Capitalization Date and (B) would vest as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), and (vi) with respect to Seaways Options, the date on which such Seaways Option expires. With respect to each grant of Seaways Equity Awards, in all material respects, (1) each such grant was made in accordance with the terms of the applicable Seaways Equity Plan and all other applicable Laws, including the rules of the NYSE, (2) each such grant was properly accounted for in accordance with GAAP in the Seaways SEC Documents (including financial statements) and all other applicable Laws, (3) each Seaways Option has an exercise price per Seaways Share equal to or greater than the fair market value of a Seaways Share on the date of such grant, (4) each Seaways Option has a grant date which was approved by the Seaways Board of Directors, the Compensation Committee of the Seaways Board of Directors, or Seaways’ Chief Executive Officer under authority from the Compensation Committee no later than the grant date, (5) each Seaways Equity Award qualifies for the Tax treatment afforded to such award in Seaways’ Tax Returns and all Seaways SEC Documents, respectively, and (6) each Seaways Equity Award does not trigger any liability for the holder thereof under Section 409A of the Code or any similar provision in any other Tax jurisdiction. (e) Neither Parent Seaways nor any Parent Seaways Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of Parent Seaways or any Seaways Subsidiary on any matter. (df) There are no voting trusts or other agreements or understandings to which Parent Seaways or any of its Subsidiaries Seaways Subsidiary is a party with respect to the voting or registrations of the shares capital stock or other equity interest interests of Parent Seaways or any Seaways Subsidiary. (g) All the issued and outstanding shares of its capital stock of, or other equity interests in, each Seaways Subsidiary are duly authorized, have been validly issued in compliance with applicable Law and are fully paid and non-assessable and are wholly owned, directly or indirectly, by Seaways free and clear of all Liens, including preemptive rights, other than Permitted Liens. Section 4.2(g) of the Seaways Disclosure Letter sets forth true, correct and complete list of all Seaways Subsidiaries as of the date of this Agreement, including the capitalization of each such Seaways Subsidiary that is not directly or indirectly wholly-owned by Seaways and the Person that owns the equity interests in each Seaways Subsidiary. Except for equity interests in the Seaways Subsidiaries, neither Seaways nor any Seaways Subsidiary owns, directly or indirectly, any equity interest in any Person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any Person). Neither Seaways nor any Seaways Subsidiary has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person.

Share Capital. (a) The authorized share capital of Buyer Parent consists of 1,000,000,000 Parent Shares, 40,000 deferred ordinary shares, 2,500,000,000 shares of NIS 0.10 par value €1.00 per share (“Parent Deferred Shares”) and 10,000,000 serial preferred shares, par value $0.0001 per share (“Parent Preferred Shares”)each. As of November 13July 26, 2014 2015 (the “Buyer Parent Capitalization Date”), (i)(A) 265,204,677 850,349,891 shares of Buyer Parent Shares Stock were issued and outstanding and (B) no 110,016,092 shares of Buyer Parent Shares Stock were held in treasury, (ii) 15,967,028 44,009,508 shares of Buyer Parent Shares Stock were reserved for issuance pursuant to the Buyer Parent Equity Plans, and (iii) not more than 40,000 3,956,000 shares of Buyer Parent Deferred Shares were issued and outstanding, reserved for issuance pursuant to Buyer Parent’s 0.25% convertible senior debentures due 2026 and (iv) no Buyer Parent Preferred Shares were issued and outstanding. All the outstanding Buyer Parent Stock are, and all shares of Buyer Parent Stock reserved for issuance as noted above shall be, when issued in accordance with the OC\1994682.10 respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights. All issued and outstanding shares in the capital of, or other equity interests in, each Significant Subsidiary of Parent are wholly owned, directly or indirectly, by Parent free and clear of all Liens, other than Parent Permitted Liens. (b) Except as set forth in Section 4.2(a5.2(a) above, as of the date hereof: (i) Buyer Parent does not have any shares of capital stock issued or outstanding other than shares of Buyer Parent Shares Stock that have become outstanding after the Buyer Parent Capitalization Date, but were reserved for issuance as set forth in Section 4.2(a5.2(a) above, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital stock to which Buyer Parent or any of Buyer Parent’s Subsidiaries is a party obligating Buyer Parent or any of Buyer Parent’s Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of Parent or any Subsidiary of Buyer Parent or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Buyer Parent or a wholly owned Subsidiary of Buyer Parent); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitmentcommitment in respect of equity interests of Buyer Parent; or (C) redeem or otherwise acquire any such shares of capital stock of Buyer Parent or other equity interests; or (D) provide a material amount interests of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary that is not wholly ownedBuyer Parent. (c) Neither Buyer Parent nor any Buyer Parent Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of Buyer Parent on any matter. (d) There are no voting trusts or other agreements or understandings to which Buyer Parent or any of its Subsidiaries is a party with respect to the voting of the shares or other equity interest of Parent or any Buyer Parent. (e) The Stock Consideration shall be, at the time of its Subsidiariesissuance, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights.