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

Obligations With Respect to Capital Stock. Except as set forth in ----------------------------------------- Section 2.2 and except for the Target Option Agreement, there are no equity securities or similar ownership interests of any class of Target, or any securities exchangeable or convertible into or exercisable for such equity securities or similar ownership interests, issued, reserved for issuance or outstanding. Except for securities Target owns, directly or indirectly through one or more subsidiaries, there are no equity securities, or similar ownership interests of any class of any subsidiary of Target, or any security exchangeable or convertible into or exercisable for such equity securities or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 2.2, there are no options, warrants, equity securities or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Target or any of its subsidiaries is a party or by which it is bound obligating Target 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 or similar ownership interests of Target or any of its subsidiaries or obligating Target 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 Target, 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 Target or with respect to any equity security or similar ownership interest of any class of any of its subsidiaries, other than the Target Voting Agreements.

Obligations With Respect to Capital Stock. Except as set forth in ----------------------------------------- Section 2.2 and except for the Target Option Agreement3.2, there are no equity securities or similar ownership interests of any class of TargetTarget capital stock, or any securities exchangeable or convertible into or exercisable for such equity securities securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. Except for securities Target 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 Target, or any security exchangeable or convertible into or exercisable for such equity securities securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. Except as set forth in Section 2.23.2, there are no options, warrants, equity securities securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Target or any of its subsidiaries is a party or by which it is bound obligating Target 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 or similar ownership interests of Target or any of its subsidiaries or obligating Target or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity securitysecurity or similar ownership interest, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Target, 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 Target or with respect to any equity security or similar ownership interest of any class of any of its subsidiaries. Target has no outstanding stock appreciation rights, other than the Target Voting Agreementsphantom stock or similar rights.