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 of March 31, 2000Section 3.2, there are no equity securitiesshares of capital stock, partnership interests or similar ownership interests of any class of Parentthe Company's equity securities, 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 ownsthe Company 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 the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of March 31the date of this Agreement, 2000 there are no equity securitiesshares of capital stock, partnership interests or similar ownership interests of any class of equity securities of any subsidiary of Parentthe Company, or any security securities 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 Section 3.2, as of March 31July 27, 2000 1998, 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 As of the Parent Voting date of this Agreement, except as set forth in the Company Schedule and as contemplated by this Agreement, the Company Option Agreement and the Support Agreements, there are no registration rights and, to the knowledge of Parent the Company, there are no voting trusts, proxies proxies, rights plan, antitakeover plans or other agreements or understandings 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, 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 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 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 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, 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, 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, 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 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, 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.