Common use of Obligations With Respect to Capital Stock Clause in Contracts

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 31, 2000, there are no equity securities, partnership interests or similar ownership interests of any class of Parent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except for securities Parent owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2, as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there are no registration rights and, to the knowledge of Parent there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 2.2, as of March 31, 2000, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of Parentthe Company, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except for securities Parent the Company owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parentthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.22.2, as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Company Voting Agreements, there are no registration rights and, to the knowledge of Parent the Company there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as or Part 3.3 of March 31, 2000the Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of ParentCompany equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Parent owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class All stock and rights to purchase stock of any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstandingthe Company are owned free and clear of all Encumbrances. Except as set forth in Section 3.23.2 or Part 3.2 or Part 3.3 of the Company Disclosure Letter, as of March 31, 2000 there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there There are no registration rights, and there is no shareholder agreement, investor agreement, voting trust, proxy, rights andagreement, to the knowledge of Parent there are no voting trusts, proxies "poison pill" anti-takeover plan or other agreements agreement or understandings understanding to which the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 31, 20003.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parentthe Company, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Parent the Company owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parentthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2, as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there There are no registration rights and, to the knowledge of Parent the Company, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as 2.2 of March 31, 2000the Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parentthe Company, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Parent owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there There are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parentthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.22.2, as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries the Company is a party or by which it is bound obligating Parent or any of its subsidiaries the Company to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries the Company or obligating Parent or any of its subsidiaries the Company to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there There are no registration rights and, to the knowledge of Parent the Company, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings (except for the Company Voting Agreements) with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesthe Company.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 31, 2000Article 2.2(a) herein, there are no equity securities, partnership interests or similar ownership interests of any class of Parentthe Company, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Parent the Company owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parentthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.22.2(a), as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there There are no registration rights and, to the knowledge of Parent the Company, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings (except for the Company Voting Agreements) with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 2.2, as of March 31, 2000the date hereof, there are no equity securities, partnership interests or similar ownership interests of any class of ParentCompany, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except for securities Parent Company owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of ParentCompany, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.22.2, as of March 31, 2000 there are no stock appreciation rights, phantom stock or other similar rights of Company and no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Company or any of its subsidiaries is a party or by which it is bound obligating Parent Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock of Parent Company or any of its subsidiaries or obligating Parent Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such stock appreciation rights, phantom stock or other similar rights or any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there There are no registration rights and, to the knowledge of Parent Company there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except Other than as set forth in Section 3.2 2.2, as of March 31, 2000, the date hereof there are no equity securities, partnership interests or similar ownership interests of any class of ParentCompany equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Parent ownsthe Company owns free and clear of all claims and Encumbrances (as defined below), directly or indirectly through one or more subsidiaries, as of March 31the date of this Agreement, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Parentthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2Part 2.2 or Part 2.3 of the Company Disclosure Schedule, as of March 31, 2000 the date hereof there are no subscriptions, options, warrants, equity securities, convertible debt, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it the Company or any of its subsidiaries is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of extend or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreementsas contemplated by this Agreement, there are no registration rights andrights, to the knowledge of Parent and there are is no voting truststrust, proxies proxy, rights agreement, “poison pill” anti-takeover plan or other agreements agreement or understandings understanding to which the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 31, 20002.2 (including SPI Schedule 2.2), there are no equity securities, partnership interests or similar ownership interests of any class of ParentSPI, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Parent SPI owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of ParentSPI, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.22.2 (including SPI Schedule 2.2), as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent SPI or any of its subsidiaries is a party or by which it is bound obligating Parent SPI or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent SPI or any of its subsidiaries or obligating Parent SPI or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there There are no registration rights and, to the knowledge of Parent SPI, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent SPI or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 31, 20002.2, there are no equity securities, partnership interests or similar ownership interests of any class of ParentCompany, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except for securities Parent Company owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of ParentCompany, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.22.2, as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Company or any of its subsidiaries is a party or by which it is bound obligating Parent Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock of Parent Company or any of its subsidiaries or obligating Parent Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there There are no registration rights and, to the knowledge of Parent Company there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 312.2 or a Schedule thereto, 2000in Schedule 2.3, there or described in a Company SEC Report filed prior to the date hereof: (a) There are no equity securities, partnership interests or similar ownership interests of any class of Parentthe Company, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. . (b) Except for securities Parent the Company owns, directly or indirectly through one or more subsidiariesSubsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary Subsidiary of Parentthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2, as of March 31, 2000 there . (c) There are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock of Parent the Company or any of its subsidiaries Subsidiaries or obligating Parent the Company or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there are no registration rights and, to . (d) To the knowledge of Parent the Company there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in the USWeb Schedules and in Section 3.2 as of March 31, 20003.2, there are no equity securities, partnership interests or similar ownership interests of any class of ParentUSWeb, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Parent USWeb owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of ParentUSWeb, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Schedule 3.3 and in Section 3.2, as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent USWeb or any of its subsidiaries is a party or by which it is bound obligating Parent USWeb or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent USWeb or any of its subsidiaries or obligating Parent USWeb or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there There are no registration rights and, to the knowledge of Parent USWeb, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent USWeb or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as otherwise set forth in Section 3.2 as of March 31, 20002.2, there are no equity securities, partnership interests or similar ownership interests of any class of ParentCompany equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issuedinterests, reserved for issuance or issued and outstanding. Except for securities Parent owns, the Company owns directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests securities or similar ownership interests of any class of equity security of any subsidiary of Parentthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests securities or similar ownership interests issuedinterests, reserved for issuance or issued and outstanding. Except as contemplated by this Agreement or as set forth in Section 3.22.2, as of March 31, 2000 there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting AgreementsCompany Rights Agreement, there are no registration rights and, to the knowledge of Parent and there are is no voting truststrust, proxies proxy, rights plan, antitakeover plan or other agreements agreement or understandings understanding to which the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into or exchangeable for, securities having such rights) of the Company or any subsidiary issued and outstanding. There are no outstanding contractual commitments of the Company or any of its subsidiaries which obligate the Company or its subsidiaries to make any investment (in the form of a loan, capital contribution or otherwise) in any other person.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as 2.3 of March 31, 2000this Agreement (including the related section of the Company Disclosure Schedule), there are no equity securities, partnership interests or similar ownership interests of any class of Parentany Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issuedinterests, reserved for issuance or outstanding. Except for securities Parent owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.22.3 of this Agreement, as of March 31, 2000 there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character (contingent or otherwise) to which Parent or any of its subsidiaries the Company is a party or by which it is bound obligating Parent or any of its subsidiaries the Company to (i) issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to the Company; (ii) grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement; or (iii) provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any entity. Except for As of the Parent Voting Agreementsdate of this Agreement, there are no registration rights and, to the knowledge of Parent there are is no voting truststrust, proxies proxy or other agreements agreement or understandings understanding to which the Company is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesthe Company.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 31, 20002.2, there are no equity securities, partnership interests or similar ownership interests of any class of ParentTencor, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Parent Tencor owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of ParentTencor, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.22.2, as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Tencor or any of its subsidiaries is a party or by which it is bound obligating Parent Tencor or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent Tencor or any of its subsidiaries or obligating Parent Tencor or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there There are no registration rights and, to the knowledge of Parent Tencor, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.of

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 31, 20002.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parentthe Company, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Parent the Company owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parentthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.22.2, as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there There are no registration rights and, to the knowledge of Parent the Company, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 31, 2000hereof, there are no equity securities, partnership interests or similar ownership interests of any class of ParentCompany equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for as set forth on Schedule 3.3, the Company owns all of the securities Parent ownsof its Subsidiaries identified on Schedule 3.1(a), directly or indirectly through one or more subsidiariesfree and clear of all claims and Encumbrances, as of March 31, 2000 and there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary Subsidiary of Parentthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2pursuant to the Voting Agreement, as of March 31the Company Options and the Company Warrants, 2000 there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries Subsidiaries or obligating Parent the Company or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreementsas set forth on Schedule 3.3, there are no registration rights and, to the knowledge of Parent there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 31, 20003.2, there are no equity securities, partnership interests or similar ownership interests of any class of ParentSpeedFam, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Parent SpeedFam owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of ParentSpeedFam, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2, as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent SpeedFam or any of its subsidiaries is a party or by which it is bound obligating Parent SpeedFam or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent SpeedFam or any of its subsidiaries or obligating Parent SpeedFam or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there There are no registration rights and, to the knowledge of Parent SpeedFam, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent SpeedFam or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 31, 2000the Parent Schedule, there are no equity securities, partnership interests or similar ownership interests of any class of Parentcapital stock, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except for securities outstanding with respect to Parent owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstandingof its subsidiaries. Except as set forth in Section 3.23.2 of the Parent Schedule, as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries such subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for None of the options set forth in Section 3.2 of the Parent Voting AgreementsSchedule qualify as “incentive stock options” as defined under Section 422 of the Internal Revenue Code of 1986, there as amended. There are no registration rights and, to the knowledge of Parent there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of with respect to Parent or any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 31, 20002.2, there are no equity securities, partnership interests or similar ownership interests of any class of ParentIPEC, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Parent IPEC owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of ParentIPEC, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.22.2, as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent IPEC or any of its subsidiaries is a party or by which it is bound obligating Parent IPEC or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent IPEC or any of its subsidiaries or obligating Parent IPEC or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there There are no registration rights and, to the knowledge of Parent IPEC, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent IPEC or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 31, 20002.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parentthe Company, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Parent the Company owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parentthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.22.2, as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there There are no registration rights and, to the knowledge of Parent the Company, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings (except for the Company Voting Agreements) with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 31, 20002.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parentequity securities of the Company, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issuedinterests, reserved for issuance or outstanding. Except for securities Parent owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.22.2, as of March 31, 2000 there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries Subsidiary is a party or by which it is bound obligating Parent the Company or any of its subsidiaries Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries Subsidiary or obligating Parent the Company or any of its subsidiaries Subsidiary to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for As of the Parent Voting Agreementsdate of this Agreement, and except as set forth on Schedule 2.3 and as contemplated by this Agreement, no person or entity holds the right to require the registration or qualification under applicable securities laws of any securities of the Company or any Subsidiary, and there are no registration rights and, to the knowledge of Parent there are is no voting truststrust, proxies proxy, rights plan, antitakeover plan or other agreements agreement or understandings understanding to which the Company is a party or by which it is bound with respect to any class of equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.the

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 31, 20002.2, there are no equity securities, partnership interests or similar ownership interests of any class of ParentMaxis, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Parent Maxis owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of ParentMaxis, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.22.2, as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Maxis or any of its subsidiaries is a party or by which it is bound obligating Parent Maxis or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent Maxis or any of its subsidiaries or obligating Parent Maxis or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for as set forth in Section 2.2 and the Parent Voting AgreementsAgreement, there are no registration rights and, to the knowledge of Parent Maxis, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent Maxis or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except for shares of the Company Common Stock that remain to be issued under the RD Active Subscription Agreement and the SPHSA Acquisition Agreement, as set forth in clauses (c), (d) and (e) of Section 3.2 as of March 31, 20001.3, there are no equity securities, partnership interests or similar ownership interests of any class of Parentthe Company or SPPAG, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Parent owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there There are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parentthe Company or SPPAG, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2, as of March 31, 2000 there There are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries SPPAG is a party or by which it is bound obligating Parent the Company or any of its subsidiaries SPPAG to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries SPPAG or obligating Parent the Company or any of its subsidiaries SPPAG to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for as set forth in the Parent Voting AgreementsTrinity Subscription Agreement and the RD Active Subscription Agreement, there are no registration rights and, to the knowledge of Parent the Company, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesSPPAG.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 as of March 31, 20003.2, there are no equity securities, partnership interests or similar ownership interests of any class of ParentMetaTools, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Parent MetaTools owns, directly or indirectly through one or more subsidiaries, as of March 31, 2000 there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of ParentMetaTools, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2, as of March 31, 2000 there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent MetaTools or any of its subsidiaries is a party or by which it is bound obligating Parent MetaTools or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Parent MetaTools or any of its subsidiaries or obligating Parent MetaTools or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Parent Voting Agreements, there There are no registration rights and, to the knowledge of Parent MetaTools, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent MetaTools or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.