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

Obligations With Respect to Capital Stock. Except as set forth in Section 2.02, there are no equity securities of any class of Individual, or any securities exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except for securities Individual owns, directly or indirectly through one or more subsidiaries, there are no equity securities of any class of any subsidiary of Individual, or any security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 2.02, there are no options, warrants, equity securities, calls, rights (including preemptive rights), commitments or agreements of any character to which Individual or any of its subsidiaries is a party or by which it is bound obligating Individual 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 Individual or any of its subsidiaries or obligating Individual or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Individual there are no voting trusts, proxies or other agreements or understanding with respect to any equity security of any class of Individual or with respect to any equity security of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 2.023.02, there are no equity securities of any class of IndividualDesktop, or any securities exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except for securities Individual Desktop owns, directly or indirectly through one or more subsidiaries, there are no equity securities of any class of any subsidiary of IndividualDesktop, or any security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 2.023.02, there are no options, warrants, equity securities, calls, rights (including preemptive rights), commitments or agreements of or any character to which Individual Desktop or any of its subsidiaries is a party or by which it is bound obligating Individual Desktop 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 Individual Desktop or any of its subsidiaries or obligating Individual Desktop or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Individual Desktop there are no voting trusts, proxies or other agreements or understanding understandings with respect to any equity security of any class of Individual Desktop or with respect to any equity security of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 2.023.2, there are no equity securities of any class of IndividualAllegro, or any securities exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except for securities Individual Allegro owns, directly or indirectly through one or more subsidiaries, there are no equity securities of any class of any subsidiary of IndividualAllegro, or any security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 2.023.2, there are no options, warrants, equity securities, calls, rights (including preemptive rights), commitments or agreements of any character to which Individual Allegro or any of its subsidiaries is a party or by which it is bound obligating Individual Allegro 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 ofacquisition, of any shares of capital stock of Individual Allegro or any of its subsidiaries or obligating Individual Allegro or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Individual Allegro there are no voting trusts, proxies or other agreements or understanding understandings with respect to any equity security of any class of Individual Allegro or with respect to any equity security of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 2.022.2, there are no equity securities of any class of IndividualSPC, or any securities exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except for securities Individual SPC owns, directly or indirectly through one or more subsidiaries, there are no equity securities of any class of any subsidiary of IndividualSPC, or any security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 2.022.2, there are no options, warrants, equity securities, calls, rights (including preemptive rights), commitments or agreements of any character to which Individual SPC or any of its subsidiaries is a party or by which it is bound obligating Individual SPC 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 ofacquisition, of any shares of capital stock of Individual SPC, or any of its subsidiaries or obligating Individual SPC or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Individual SPC, there are no voting trusts, proxies or other agreements or understanding understandings with respect to any equity security of any class of Individual SPC or with respect to any equity security of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 2.022.2, there are no equity securities of any class of IndividualMetraplex, or any securities exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except for securities Individual Metraplex owns, directly or indirectly through one or more subsidiaries, there are no equity securities of any class of any subsidiary of IndividualMetraplex, or any security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 2.022.2, there are no options, warrants, equity securities, calls, rights (including preemptive rights), commitments or agreements of any character to which Individual Metraplex or any of its subsidiaries is a party or by which it is bound obligating Individual Metraplex 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 ofacquisition, of any shares of capital stock of Individual Metraplex, or any of its subsidiaries or obligating Individual Metraplex or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Individual Metraplex, there are no voting trusts, proxies or other agreements or understanding understandings with respect to any equity security of any class of Individual Metraplex or with respect to any equity security of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 2.023.02, there are no equity securities of any class of IndividualEAST, or any securities exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstandingoutstanding as of the Capitalization Date. Except for securities Individual EAST owns, directly or indirectly through one or more subsidiaries, there are no equity securities of any class of any subsidiary of IndividualEAST, or any security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 2.023.02, as of the Capitalization Date there are no options, warrants, equity securities, calls, rights (including preemptive rights), commitments or agreements of or any character to which Individual EAST or any of its subsidiaries is a party or by which it is EAST or any of its subsidiaries are bound obligating Individual EAST 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 ofacquisition, of any shares of capital stock of Individual EAST or any of its subsidiaries or obligating Individual EAST or any of its subsidiaries to grant, extend, accelerate the vesting of of, change the price of, or otherwise amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. There Except as disclosed in the EAST SEC Reports, there are no registration rights agreements or understandings and, to the knowledge of Individual EAST, there are no voting trusts, proxies or other agreements or understanding understandings with respect to any equity security of any class of Individual EAST or with respect to any equity security of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 2.02, there are no equity securities of any class of IndividualWEST, or any securities exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except for securities Individual WEST owns, directly or indirectly through one or more subsidiaries, there are no equity securities of any class of any subsidiary of IndividualWEST, or any security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 2.02, there are no options, warrants, equity securities, calls, rights (including preemptive rights), commitments or agreements of any character to which Individual WEST or any of its subsidiaries is a party or by which it is WEST or any of its subsidiaries are bound obligating Individual WEST 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 ofacquisition, of any shares of capital stock of Individual WEST or any of its subsidiaries or obligating Individual WEST or any of its subsidiaries to grant, extend, accelerate the vesting of of, change the price of, or otherwise amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. There are no registration rights agreements or understandings and, to the knowledge of Individual WEST, there are no voting trusts, proxies or other agreements or understanding understandings, with respect to any equity security of any class of Individual WEST or with respect to any equity security of any class of any of its subsidiaries.. The terms of the

Obligations With Respect to Capital Stock. Except as set forth in Section 2.022.2 of the Celldex Disclosure Schedule and except for the convertibility of the Celldex Class A Common Stock into Celldex Common Stock, there are no equity securities of any class of IndividualCelldex, or any securities exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except for securities Individual owns, directly or indirectly through one or more subsidiaries, there are no equity securities of any class of any subsidiary of Individual, or any security exchangeable or convertible into or exercisable for such equity securitiesauthorized, issued, reserved for issuance or outstanding. Except as set forth in Section 2.022.2 of the Celldex Disclosure Schedule, there are no options, warrants, equity securities, calls, rights (including preemptive rights), commitments or agreements of any character to which Individual Celldex or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound obligating Individual Celldex or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or to repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock of Individual Celldex or any of its subsidiaries or obligating Individual Celldex or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. There Except as set forth in Section 2.2 of the Celldex Disclosure Schedule, there are no registration rights and, to the knowledge of Individual Celldex and its subsidiaries, there are no voting trusts, proxies or other agreements or understanding understandings with respect to any equity security of any class of Individual Celldex or with respect to any equity security of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 2.022.2 hereof, there are no equity securities of any class of Individualthe Company, or any securities security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except for securities Individual the Company owns, directly or indirectly through one or more subsidiaries, and except as set forth on the Company Schedules, there are no equity securities of any class of any subsidiary of Individualthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 2.022.2 hereof, there are no options, warrants, equity securities, calls, rights (including preemptive rights), commitments or agreements of any character to which Individual the Company or any of its subsidiaries is a party or by which it is bound obligating Individual 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 additional share capital of the repurchase, redemption or acquisition of, any shares of capital stock of Individual Company or any of its subsidiaries or obligating Individual the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. There are no registration rights and, to To the knowledge of Individual the Company, except as set forth in the Company Schedules, there are no voting trusts, proxies or other agreements or understanding understandings with respect to any equity security the share capital of any class of Individual or with respect to any equity security of any class of any of its subsidiariesthe Company.

Obligations With Respect to Capital Stock. Except as set forth in Section 2.023.2 and except as permitted by Section 4.2(g), there are no equity securities of any class of IndividualParent, or any securities security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except for securities Individual Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities of any class of any subsidiary of IndividualParent, or any security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 2.023.2 or the Parent Schedules and except as permitted by Section 4.2(g), there are no options, warrants, equity securities, calls, rights (including preemptive rights), commitments or agreements of any character to which Individual Parent or any of its subsidiaries is a party or by which it is bound obligating Individual 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 additional shares of capital stock of Individual Parent or any of its subsidiaries or obligating Individual Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. There are no registration rights and, to To the best knowledge of Individual Parent, except for the Parent Stockholder Agreements to be entered into by certain Parent stockholders with the Company in connection with the Merger pursuant to Section 5.20, there are no voting trusts, proxies or other agreements or understanding with respect understandings affecting or relating to any equity security the voting, issuance, purchase, redemption, registration, repurchase or transfer of any class the shares of Individual or with respect to any equity security capital stock of any class of any of its subsidiariesthe Parent.

Obligations With Respect to Capital Stock. Except as set forth in ------------------------------------------ Section 2.022.2 or Schedule 2.3, there are no equity securities of any class of IndividualEast, or any securities exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except for securities Individual East owns, directly or indirectly through one or more subsidiaries, there are no equity securities of any class of any subsidiary of IndividualEast, or any security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 2.022.2 or Schedule 2.3, there are no options, warrants, equity securities, calls, rights (including preemptive rights), commitments or agreements of any character to which Individual East or any of its subsidiaries is a party or by which it is bound obligating Individual East 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 ofacquisition, of any shares of capital stock of Individual East or any of its subsidiaries or obligating Individual East or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. There Except as set forth on Schedule 2.3, there are no registration rights and, to the knowledge of Individual East, there are no voting trusts, proxies or other agreements or understanding understandings with respect to any equity security of any class of Individual East or with respect to any equity security of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 2.022.2 and except as permitted by Section 4.1(g), there are no equity securities of any class of Individualthe Company, or any securities security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except for securities Individual the Company owns, directly or indirectly through one or more subsidiaries, there are no equity securities of any class of any subsidiary of Individualthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 2.022.2 or the Company Schedules and except as permitted by Section 4.1(g), there are no options, warrants, equity securities, calls, rights (including preemptive rights), commitments or agreements of any character to which Individual the Company or any of its subsidiaries is a party or by which it is bound obligating Individual 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 additional shares of capital stock of Individual the Company or any of its subsidiaries or obligating Individual the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. There are no registration rights and, to To the best knowledge of Individual the Company, except for the Company Stockholder Agreements to be entered into by certain Company stockholders with Parent in connection with the Merger pursuant to Section 5.20, there are no voting trusts, proxies or other agreements or understanding with respect understandings affecting or relating to any equity security the voting, issuance, purchase, redemption, registration, repurchase or transfer of any class the shares of Individual or with respect to any equity security capital stock of any class of any of its subsidiariesthe Company.

Obligations With Respect to Capital Stock. Except as set forth in Section 2.023.3, there are no equity securities of any class of IndividualNexMed or Merger Sub, or any securities exchangeable or convertible into or exercisable for such equity securities, authorized, issued, reserved for issuance or outstanding. Except for securities Individual NexMed or Merger Sub owns, directly or indirectly through one or more subsidiaries, there are no equity securities of any class of any subsidiary of IndividualNexMed or Merger Sub, respectively, or any security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 2.023.3 of this Agreement or Section 3.4 of the NexMed Disclosure Schedule, there are no options, warrants, equity securities, calls, rights (including preemptive rights), commitments or agreements of or any character to which Individual NexMed or any of its subsidiaries is a party or by which it is they are bound obligating Individual NexMed 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 Individual NexMed or any of its subsidiaries Merger Sub or obligating Individual NexMed or any of its subsidiaries Merger Sub to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. There Except as set forth in Section 3.4 of the NexMed Disclosure Schedule, there are no registration rights and, to the knowledge of Individual NexMed there are no voting trusts, proxies or other agreements or understanding understandings with respect to any equity security of any class of Individual NexMed or with respect to any equity security of any class of any of its subsidiariesMerger Sub.