definiens: within the meaning of Section 422 of the Code . Since the Measurement Time, ( i ) there have been noissuances by the Company of shares of capital stock or other voting securities of or equity interests in the Company ( including CompanyStock Options and Company RSUs ), other than issuances of shares of Company Common Stock pursuant to Company Stock Optionsand vesting of Company RSUs outstanding as of the Measurement Time, and ( ii ) there have been no issuances by the Company ofoptions, warrants, rights ( including preemptive rights ), calls, puts, convertible or exchangeable securities, stock - based performance units, subscriptions or other rights to acquire shares of capital stock of the Company or securities convertible into or exchangeable for sharesof capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders ofCompany Common Stock . All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to theEffective Time will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights