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 or Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, 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. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, 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 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, partnership interests or similar ownership interests 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 subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent 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 subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, 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. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, 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 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, partnership interests or similar ownership interests 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 subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no shareholder agreement, investor agreement, voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent 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 subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, 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. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns, free and clear of all claims and Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, Parent owns all equity securities, partnership interests or similar ownership interests of any class of equity security of each subsidiary of Parent, including all securities thereof that are exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, 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 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, partnership interests or similar ownership interests 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 subscription, option, warrant, equity security, call, right, commitment or agreement. There Except as contemplated by this Agreement or as set forth on Part 3.3 of the Parent Disclosure Letter and except as contemplated by Section 5.20, there are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent 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 subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, 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. All stock and rights to purchase stock of any subsidiary of Parent the Company are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Company Disclosure Letter, 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 acquisition of, any shares of capital 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, call, right, commitment or agreement. There are no registration rights, and there is no shareholder agreement, investor agreement, voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent 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 or Part 3.3 of and except for the Parent Disclosure LetterAcquiror Option Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityAcquiror, 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. All stock and rights to purchase stock Except for securities Acquiror owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesAcquiror, 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 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, 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 Acquiror or any of its subsidiaries is a party or by which it is bound obligating Parent Acquiror 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, partnership interests or similar ownership interests of Parent Acquiror or any of its subsidiaries or obligating Parent Acquiror or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Acquiror, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent Acquiror or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries, other than the Acquiror Voting Agreements.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 2.2 or Part 3.3 2.3 of the Parent Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, 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. All stock and rights to purchase stock of any subsidiary of Parent Company are owned free and clear of all Encumbrances. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset) (other than (i) liens for Taxes (as defined in Section 2.7) not yet due and payable; (ii) liens reflected on the Company Balance Sheet or Parent Balance Sheet (each as defined below), as applicable; (iii) liens which are not material in character, amount or extent, and which do not materially detract from the value or materially interfere with the use of the property subject thereto or affected thereby; and (iv) contractor's liens). Except as set forth in Section 3.2 2.2, or Part 3.2 2.2 or Part 3.3 2.3 of the Parent Company Disclosure Letter, 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 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, partnership interests or similar ownership interests 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 subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent Company is a party or by which it is bound 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. Stockholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of in the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, 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. All stock and rights to purchase stock Except for securities Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesParent, 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 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, 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 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 ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests 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 subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Parent, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound 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 or Part 3.3 3.2, as of the Parent Disclosure Letterdate hereof, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, 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. All stock and rights to purchase stock Except for securities Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesParent, 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 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptionsstock appreciation rights, phantom stock or other similar rights of Parent 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 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 ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests 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 subscriptionstock 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. There are no registration rightsrights and, and to the knowledge of Parent there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound 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 otherwise disclosed in Section 3.2 or Part 3.3 of its annual and quarterly reports as filed with the Parent Disclosure LetterSEC, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, 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. All stock and rights to purchase stock Except for securities Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesParent, 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 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, 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 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 ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests 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 subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Parent, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound 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 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, 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. All stock and rights to purchase stock Except for securities Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesParent, 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 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, 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 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 ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests 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 subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Parent there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound 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 or Part 3.3 of the Parent Disclosure Letter, there There are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityor Merger Sub, 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. All stock and rights to purchase stock There are no equity securities, partnership interests or similar ownership interests of any subsidiary class of Parent are owned free and clear Merger Sub of all EncumbrancesParent, 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 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there 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 or any of its subsidiaries Merger Sub is a party or by which it is bound obligating Parent or any of its subsidiaries Merger Sub 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, partnership interests or similar ownership interests stock of Parent or any of its subsidiaries Merger Sub or obligating Parent or any of its subsidiaries Merger Sub 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. There Except as set forth in that certain Registration Rights Agreement, dated as of the date hereof, by and among the Parent and each of the investors listed on the signature pages thereto (the “Registration Rights Agreement”), there are no registration rights, rights and there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent or with respect to any equity security, security partnership interest or similar ownership interest of any class of any of its subsidiariesMerger Sub.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure LetterSchedule, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securitycapital stock, 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. All stock and rights outstanding with respect to purchase stock Parent or any of any subsidiary of Parent are owned free and clear of all Encumbrancesits subsidiaries. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure LetterSchedule, 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 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 ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests 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 subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. None of the options set forth in Section 3.2 of the Parent Schedule qualify as “incentive stock options” as defined under Section 422 of the Internal Revenue Code of 1986, as amended. There are no registration rightsrights and, and to the knowledge of Parent there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or understandings 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 or Part 3.3 of in the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, 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. All stock and rights to purchase stock Except for securities the Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all Encumbrancesthe 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 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, 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 the 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 ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of the Parent, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of the 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 or Part 3.3 of the Parent Disclosure Letter, there There are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, 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. All stock and rights to purchase stock Except for securities Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesParent, 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 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, 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 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 ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests 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 subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Parent, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound 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 or Part 3.3 of the Parent Disclosure LetterLetter of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityIntegrated, 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. All stock and rights to purchase stock There are no equity securities, partnership interests or similar ownership interests of Integrated, or any subsidiary of Parent are owned free and clear of all Encumbrancessecurity 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 or Part 3.2 or Part 3.3 of the Parent Disclosure Letterthis Agreement, 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 the Parent or any of its subsidiaries is a party or by which it is bound obligating the 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 ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of the Parent, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound 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 subsidiariesthe Parent.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of 2.3 and the Parent Disclosure LetterLetter of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityof, or any securities exchangeable or convertible into or exercisable for, the Parent equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. There are no equity securities, partnership interests or similar ownership interests of the 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. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letterthis Agreement, 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 the Parent or any of its subsidiaries is a party or by which it is bound obligating the 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 ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of the Parent, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound 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 subsidiariesthe Parent.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of in the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, 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. All stock and rights to purchase stock Except for securities Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesParent, 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 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there 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 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 ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests 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 subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Parent, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound 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 or Part 3.3 of 3.2, and except pursuant to the Parent Disclosure LetterKLA Rights Plan, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityKLA, 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. All stock and rights to purchase stock Except for securities KLA owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesKLA, 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 or Part 3.2 or Part 3.3 of and except pursuant to the Parent Disclosure LetterKLA Rights Plan, 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 KLA or any of its subsidiaries is a party or by which it is bound obligating Parent KLA 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, partnership interests or similar ownership interests of Parent KLA or any of its subsidiaries or obligating Parent KLA or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of KLA, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent KLA 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 or Part 3.3 of the Parent Disclosure Letter, there There are no equity securities, partnership interests interest or similar ownership interests interest of any class of Parent equity securitythe 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. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of for securities the Parent Disclosure Letterowns, directly or indirectly through one or more subsidiaries, there are no subscriptionsequity securities, partnership interest, or similar ownership interests, issued, reserved for issuance or outstanding. 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 the Parent or any of its subsidiaries is a party or by which it is bound obligating the 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 ofacquisition, or any shares of capital stock, partnership interests or similar ownership interests of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of the Parent, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of the 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 or Part 3.3 3.2, and except as set forth in Parent Schedule 3.3, as of the Parent Disclosure Letterdate hereof, there are no equity securities, partnership interests interests, or similar ownership interests of any class of Parent equity securityParent, 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. All stock and rights to purchase stock Except for securities Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesParent, 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 or Part 3.2 or Part 3.3 of the 3.2, and except as set forth in Parent Disclosure LetterSchedule 3.3, there are no subscriptionsstock appreciation rights, phantom stock or other similar rights of Parent 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 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 ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests 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 subscriptionstock 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. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent 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 subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter4.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, 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. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns free and clear of all claims and Encumbrances. Except , directly or indirectly through one or more subsidiaries, except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as set forth in Section 3.2 or Part 3.2 or Part 3.3 required by the applicable law of the jurisdiction of organization of such subsidiaries and except with respect to the securities of entities in which Parent Disclosure Letterholds, directly or indirectly, less than 20% of the outstanding voting securities, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security 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. 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 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, partnership interests or similar ownership interests 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 subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent 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 subsidiaries.