Seagate 2010 Annual Report Download - page 184

be so qualified, individually or in the aggregate, would not have a Guarantor Material Adverse Effect.
4.2
Authority; Binding Nature of Agreement . Each of the Purchaser and the Guarantor has the power and authority to enter into
and perform its obligations under this Agreement and the other Transaction Documents to which it is a party (in case of the Purchaser, including
without limitation the issuance of the Loan Note and in case of the Guarantor, including without limitation the issuance of the Share
Consideration), and the execution, delivery and performance by each of the Purchaser and the Guarantor of this Agreement and the other
Transaction Documents have been duly authorized by all necessary action on the part of the Purchaser and the Guarantor. Assuming the due
authorization, execution and delivery of this Agreement by the Seller, this Agreement constitutes the valid and binding obligation of each of the
Purchaser and the Guarantor, enforceable against each of the Purchaser and the Guarantor in accordance with its terms, subject to (a) laws of
general application relating to bankruptcy, insolvency, fraudulent conveyance and transfer, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally and (b) rules of law governing specific performance, injunctive relief and other equitable
remedies.
4.3
Capitalization . The authorized share capital of the Guarantor consists of (i) 1,250,000,000 Ordinary Shares, of which
427,567,347 shares were issued and outstanding as of April 15, 2011, (ii) 100,000,000 preferred shares, par value $0.00001 per share, of which
no shares were issued and outstanding as of April 15, 2011 and (iii) 40,000 non-voting deferred shares, all of which were issued and outstanding
as of April 15, 2011. No shares in the capital of the Guarantor were held by a Subsidiary of the Guarantor as of the Agreement Date. As of April
15, 2011, 12,130,279 Ordinary Shares were subject to outstanding options granted under the Seagate Technology plc 2001 Share Option Plan
(the “ SOP ”), 37,958,529 Ordinary Shares were subject to outstanding options granted under the Seagate Technology plc 2004 Share
Compensation Plan, as amended (the “ SCP ”), 129,132 Ordinary Shares were subject to outstanding options granted under the Maxtor
Corporation 2005 Performance Incentive Plan, and 307,300 Ordinary Shares were subject to outstanding options granted under the Maxtor
Corporation Amended and Restated 1996 Stock Option Plan. As of April 15, 2011 15,586,344 additional Ordinary Shares were reserved and
available for issuance pursuant to the SCP and 6,980,656 additional Ordinary Shares were reserved and available for issuance pursuant to the
Seagate Technology plc Employee Stock Purchase Plan. All of the issued and outstanding Ordinary Shares and all shares in the capital of the
Guarantor issued pursuant to the Guarantor Stock Plans have been, or will be upon issuance, duly authorized and validly issued, and are fully
paid, and non-assessable. There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights,
redemption rights, repurchase rights, reserved for issuance, agreements, arrangements or commitments of any character under which the
Guarantor is or may become obligated to issue or sell any shares or other equity interests, or any securities or obligations exercisable or
exchangeable for or convertible into any shares or other equity interests, of the Guarantor, and no securities or obligations evidencing such rights
are authorized, issued or outstanding. To the Knowledge of the Guarantor, the issued and outstanding shares and other equity interests of the
Guarantor are not subject to any voting trust arrangement or other contract, agreement or arrangement restricting or otherwise relating to the
voting, dividend rights or disposition of such stock or other equity interests. There are no phantom stocks or
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