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Aggregate number of securities to which transaction applies: As of August 5, 2026, the maximum number of shares of Company Common Stock to which this transaction applies is estimated to be 161,065,211, which consists of (a) 156,693,016 issued and outstanding shares of Company Common Stock (including 17,852 shares of Company Restricted Stock), (b) 3,363,590 shares of Company Common Stock underlying Company Options with an exercise price per share below the Merger Consideration, (c) 573,987 shares of Company Common Stock underlying RSUs and (d) 434,618 shares of Company Common Stock underlying PSUs.
Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it
was determined): Estimated solely for the purposes of calculating the filing fee,
as of August 5, 2026, the underlying value of the transaction was calculated
based on the sum (a) the product of 156,693,016 shares of Company Common Stock
(including 17,852 shares of Company Restricted Stock) and $73.00 (the “Merger
Consideration”); (b) the product of 3,363,590 shares of Company Common Stock shares
underlying Company Options with an exercise price per share below the Merger
Consideration and $12.67 (which is the difference between the Merger
Consideration and the weighted average exercise price of such Company Options);
(c) the product of 573,987 shares of Company Common Stock underlying RSUs and
the Merger Consideration; and (d) the product of 434,618 shares of Company
Common Stock underlying PSUs and the Merger Consideration. In accordance with
Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing
fee was determined by multiplying the sum calculated in the preceding sentence
by 0.00013810.
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