respective
caption in the Parent Disclosure Letter, any other Sections expressly referenced
by such exceptions and any additional Sections only if and to the extent that
the context of the Parent Disclosure Letter makes it reasonably apparent that
such exceptions apply to such other Sections in this Article IV):
4.1.
ORGANIZATION AND QUALIFICATION.
PARENT IS A
CORPORATION DULY INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE STATE OF DELAWARE, WITH THE CORPORATE POWER AND AUTHORITY TO OWN,
LEASE AND OPERATE ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW BEING
CONDUCTED.
MERGER SUB IS A CORPORATION VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF DELAWARE.
EACH OF MERGER SUB AND PARENT IS DULY
QUALIFIED OR LICENSED TO CARRY ON ITS BUSINESS AS IT IS NOW BEING CONDUCTED, AND
IS QUALIFIED TO CONDUCT BUSINESS, IN EACH JURISDICTION WHERE THE CHARACTER OF
ITS PROPERTIES OWNED OR LEASED OR THE NATURE OF ITS ACTIVITIES MAKES SUCH
QUALIFICATION NECESSARY, EXCEPT FOR FAILURES TO BE SO QUALIFIED THAT WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE, OR WOULD NOT REASONABLY BE EXPECTED TO
HAVE, A PARENT MATERIAL ADVERSE EFFECT (AS DEFINED BELOW).
NEITHER PARENT NOR
MERGER SUB IS IN VIOLATION OF ANY OF THE PROVISIONS OF ITS CHARTER DOCUMENT OR
ITS GOVERNING DOCUMENT.
AS USED IN THIS AGREEMENT, THE TERM "PARENT MATERIAL
ADVERSE EFFECT" MEANS ANY CHANGE, EFFECT, EVENT OR CONDITION THAT (I) HAS A
MATERIAL ADVERSE EFFECT ON THE ASSETS, BUSINESS OR FINANCIAL CONDITION OF PARENT
AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, OR (II) WOULD PREVENT OR MATERIALLY
DELAY MERGER SUB'S OR PARENT'S ABILITY TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
4.2.
CAPITALIZATION.
THE AUTHORIZED CAPITAL STOCK OF
PARENT CONSISTS OF 100,000,000 SHARES OF PARENT COMMON STOCK, $0.20 PAR VALUE
PER SHARE, AND 1,000,000 SHARES OF PREFERRED STOCK, $1.00 PAR VALUE PER SHARE
(OF WHICH 100,000 SHARES ARE DESIGNATED SERIES A JUNIOR PARTICIPATING PREFERRED
STOCK, THE "PARENT PREFERRED STOCK").
AS OF THE CLOSE OF BUSINESS ON
NOVEMBER 1, 2005 (THE "PARENT MEASUREMENT DATE"), (A) 63,574,526 SHARES OF
PARENT COMMON STOCK WERE ISSUED AND OUTSTANDING, (B) NO SHARES OF PARENT
PREFERRED STOCK WERE ISSUED AND OUTSTANDING, (C) 15,011,443 SHARES OF PARENT
COMMON STOCK WERE RESERVED FOR ISSUANCE UNDER THE 1987 STOCK PLAN OF THE PARENT
(THE "PARENT STOCK PLAN"), (D) OPTIONS TO PURCHASE 11,958,035 SHARES OF PARENT
COMMON STOCK IN THE AGGREGATE HAD BEEN GRANTED AND REMAINED OUTSTANDING UNDER
THE PARENT STOCK PLAN, AND (E) RIGHTS TO ACQUIRE SHARES OR PROPERTY PURSUANT TO
THE MICROSEMI CORPORATION SHAREHOLDER RIGHTS PLAN, DATED AS OF DECEMBER 22,
2000, AS AMENDED, BETWEEN PARENT AND MELLON INVESTOR SERVICES LLC (THE "PARENT
SRP PLAN"), THERE WERE NO OUTSTANDING PARENT RIGHTS (AS DEFINED BELOW).
SINCE
THE PARENT MEASUREMENT DATE, NO ADDITIONAL SHARES OF PARENT COMMON STOCK HAVE
BEEN ISSUED AND ARE OUTSTANDING, EXCEPT PURSUANT TO THE EXERCISE OF OPTIONS, AND
NO PARENT RIGHTS HAVE BEEN GRANTED.
ALL ISSUED AND OUTSTANDING SHARES OF PARENT
COMMON STOCK ARE DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID,