Common use of Buyer Capital Structure Clause in Contracts

Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of (i) 120,000,000 shares of Common Stock, $.01 par value ("Buyer Common Stock"), (ii) 1,700,000 shares of Preferred Stock, $.01 par value, of which 750,000 shares have been designated as Series A Convertible Participating Preferred Stock ("Series A Preferred Stock") and (iii) one share of special voting stock, $1.00 par value per share (the "Special Voting Share"). The stockholders of Buyer have approved an increase in the authorized Buyer Common Stock to 200,000,000 shares. The Special Voting Share entitles the holder thereof, which is a Subsidiary of Buyer, to vote, together with the holders of Buyer Common Stock, on all matters submitted for the vote of the holders of Buyer Common Stock. The number of votes represented by the Special Voting Share is equal to the number of shares of such Subsidiary outstanding which are exchangeable into shares of Buyer Common Stock ("Exchangeable Shares"). As of June 15, 1998, there were outstanding 59,109,756 shares of Buyer Common Stock, 750,000 shares of Series A Preferred Stock (currently convertible into 15,000,000 shares of Common stock), 12,510,457 Exchangeable Shares (including 8,687,500 Exchangeable Shares subject to outstanding warrants) and $200,955,000 principal amount of 5 1/2% Senior Convertible Notes due 2000 (convertible into approximately 3,791,600 shares of Common Stock). The Buyer Disclosure Schedule shows the number of shares of Buyer Common Stock reserved for future issuance pursuant to stock options granted and outstanding as of April 30, 1998, and the plans under which such options were granted (collectively, the "Buyer Stock Plans"). No material change in such capitalization has occurred between June 15, 1998 and the date of this Agreement. All shares of Buyer Common Stock subject to issuance as specified above are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Buyer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or the capital stock of any Subsidiary or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of business. All of the outstanding shares of capital stock of each of Buyer' Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares and similar shares in the case of foreign Subsidiaries) are owned by Buyer or another Subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in Buyer' voting rights, charges or other encumbrances of any nature. (b) Except as set forth in this Section 4.02 or as reserved for future grants of options under the Buyer Stock Plans, there are no equity securities of any class of Buyer, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which Buyer or any of its Subsidiaries is a party or by which it is bound obligating Buyer or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or any of its Subsidiaries or obligating Buyer 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. To the best knowledge of Buyer, there are no voting trusts, proxies or other voting agreements or understandings with respect to the shares of capital stock of Buyer.

Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of (i) 120,000,000 30,000,000 shares of Common Stock, $.01 par value ("Buyer Common Stock"), and (ii) 1,700,000 2,000,000 shares of Preferred Stock, $.01 par value, of which 750,000 shares have been designated as Series A Convertible Participating Preferred Stock ("Series A Preferred Stock") and (iii) one share of special voting stock, $1.00 par value per share (the "Special Voting Share"). The stockholders of Buyer have approved an increase in the authorized Buyer Common Stock to 200,000,000 shares. The Special Voting Share entitles the holder thereof, which is a Subsidiary of Buyer, to vote, together with the holders of Buyer Common Stock, on all matters submitted for the vote of the holders of Buyer Common Stock. The number of votes represented by the Special Voting Share is equal to the number of shares of such Subsidiary outstanding which are exchangeable into shares of Buyer Common Stock ("Exchangeable Shares"). As of June 15, 1998the date hereof, there were outstanding 59,109,756 14,177,495 shares of Buyer Common Stock, 750,000 7,750 shares of Series A AA Convertible Redeemable Preferred Stock, 76,000 shares of Series B Convertible Redeemable Preferred Stock, 700 shares of Series C Convertible Redeemable Preferred Stock, 2,000 shares of Series D Convertible Redeemable Preferred Stock (currently convertible into 15,000,000 and 1,800 shares of Common stock), 12,510,457 Exchangeable Shares (including 8,687,500 Exchangeable Shares subject to outstanding warrants) Series E Convertible Preferred Stock were issued and $200,955,000 principal amount of 5 1/2% Senior Convertible Notes due 2000 (convertible into approximately 3,791,600 shares of Common Stock)outstanding. The Buyer Disclosure Schedule shows the number of shares of Buyer Common Stock reserved for future issuance pursuant to stock options granted and outstanding as of April 30, 1998, the date hereof and the plans under which such options were granted (collectively, the "Buyer Stock Plans"). No material change in such capitalization has occurred between June 15, 1998 and the date of this Agreement. All shares of Buyer Common Stock subject to issuance as specified above are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Buyer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or the capital stock of any Subsidiary or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of business. All of the outstanding shares of capital stock of each of Buyer' Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares and similar shares in the case of foreign Subsidiaries) are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, agreements, limitations in Buyer' voting rights, charges or other encumbrances of any nature. (b) Except as set forth in this Section 4.02 or as reserved for future grants of options under the Buyer Stock Plans, there are no equity securities of any class of Buyer, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which Buyer or any of its Subsidiaries is a party or by which it is bound obligating Buyer or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or any of its Subsidiaries or obligating Buyer 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. To the best knowledge of Buyer, there There are no voting trusts, proxies or other voting agreements or understandings with respect to the shares of capital stock of BuyerBuyer to which the Buyer is a party.

Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of (i) 120,000,000 60,000,000 shares of Common Stockcommon stock, $.01 par value $.001 per share, of Buyer ("constituting the Buyer Common Stock"), (ii) 1,700,000 shares of Preferred Stock, $.01 par value, of which 750,000 shares have been designated as Series A Convertible Participating Preferred Stock ("Series A Preferred Stock") and (iii) one share of special voting stock, $1.00 par value per share (the "Special Voting Share"). The stockholders of Buyer have approved an increase in the authorized Buyer Common Stock to 200,000,000 shares. The Special Voting Share entitles the holder thereof, which is a Subsidiary of Buyer, to vote, together with the holders of Buyer Common Stock, on all matters submitted for the vote of the holders of Buyer Common Stock. The number of votes represented by the Special Voting Share is equal to the number of shares of such Subsidiary outstanding which are exchangeable into shares of Buyer Common Stock ("Exchangeable Shares"). As of June 15, 1998, there were outstanding 59,109,756 7,353,283 shares of Buyer Common Stock, 750,000 shares of Series A Preferred Stock (currently convertible into 15,000,000 shares of Common stock), 12,510,457 Exchangeable Shares (including 8,687,500 Exchangeable Shares subject to outstanding warrants) and $200,955,000 principal amount of 5 1/2% Senior Convertible Notes due 2000 (convertible into approximately 3,791,600 shares of Common Stock). The Buyer Disclosure Schedule shows the number of shares of Buyer Common Stock reserved for future issuance pursuant to stock options granted issued and outstanding as of April 30the date of this Agreement; 60,520 shares of Class B Voting Preferred Stock, 1998Series A, par value $.001 per share, of which no shares were issued or outstanding as of the date of this Agreement; and the plans under 1,939,480 shares of Serial Preferred Stock, par value $.001 per share, of which such options no shares were granted (collectively, the "Buyer Stock Plans"). No material change in such capitalization has occurred between June 15, 1998 and issued or outstanding as of the date of this Agreement. The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $.001 per share, 100 shares of which, as of the date of this Agreement, are issued and outstanding and are held by Buyer. All outstanding shares of the Buyer Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Buyer or any agreement or document to which Buyer is a party or by which it is bound. As of the date of this Agreement, Buyer had reserved an aggregate of (i) 4,897,582 shares of Common Stock, net of exercises, for issuance to employees and consultants pursuant to Buyer's 1994 Long Term Incentive Plan (the "Buyer Stock Option Plan"), under which options are outstanding for an aggregate of 2,418,671 shares, (ii) 731,780 shares of Common Stock, net of exercises, for issuances to non-employee directors under the Buyer's Outside Director and Advisor Stock Option Plan (the "Outside Director Plan"), under which options and warrants are outstanding for an aggregate of 165,004 shares, (iii) 80,435 shares of Common Stock, net of exercises, for issuance to Employees and consultants pursuant to Buyer's Software Publishing Corporation 1989 Stock Plan (the "SPC 89 Plan"), under which options are outstanding for an aggregate of 80,435 shares, (iv) 140,272 shares of Common Stock, net of exercises, for issuance to Employees, consultants and former directors of Software Publishing Corporation pursuant to Buyer's Software Publishing Corporation 1991 Stock Option Plan (the "SPC 91 Plan"), under which options are outstanding for an aggregate of 135,384 shares and (v) approximately 2,997,739 shares of Common Stock for issuances of shares of Common Stock pursuant to options, warrants and other rights to purchase shares of Common Stock granted or issued other than pursuant to the Buyer Stock Option Plan, the Outside Direction Plan, the SPC 89 Plan and the SPC 91 Plan. All shares of Buyer the Common Stock of Buyer subject to issuance as specified above are duly authorized andaforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall will be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Buyer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or the capital stock of any Subsidiary or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of business. All of the outstanding shares of capital stock of each of Buyer' Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares and similar shares in the case of foreign Subsidiaries) are owned by Buyer or another Subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in Buyer' voting rights, charges or other encumbrances of any naturenonassessable. (b) Except as set forth in this Section 4.02 or as reserved for future grants of options under the Buyer Stock Plans, there are no equity securities of any class of Buyer, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which Buyer or any of its Subsidiaries is a party or by which it is bound obligating Buyer or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or any of its Subsidiaries or obligating Buyer 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. To the best knowledge of Buyer, there are no voting trusts, proxies or other voting agreements or understandings with respect to the shares of capital stock of Buyer.

Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of (i) 120,000,000 50,000,000 shares of Buyer Common Stock, $.01 0.001 par value, and 2,000,000 shares of preferred stock, $0.001 par value ("Buyer Common Stock"), (ii) 1,700,000 shares of Preferred Stock, $.01 par value, of which 750,000 shares have been designated as Series A Convertible Participating Preferred Stock ("Series A Preferred Stock") and (iii) one share of special voting stock, $1.00 par value per share (the "Special Voting Share"). The stockholders of Buyer have approved an increase in the authorized Buyer Common Stock to 200,000,000 shares. The Special Voting Share entitles the holder thereof, which is a Subsidiary of Buyer, to vote, together with the holders of Buyer Common Stock, on all matters submitted for the vote of the holders of Buyer Common Stock. The number of votes represented by the Special Voting Share is equal to the number of shares of such Subsidiary outstanding which are exchangeable into shares of Buyer Common Stock ("Exchangeable Shares"). As of June 159, 1998, there were outstanding 59,109,756 shares of Buyer Common Stock, 750,000 shares of Series A Preferred Stock : (currently convertible into 15,000,000 shares of Common stock), 12,510,457 Exchangeable Shares (including 8,687,500 Exchangeable Shares subject to outstanding warrantsi) and $200,955,000 principal amount of 5 1/2% Senior Convertible Notes due 2000 (convertible into approximately 3,791,600 shares of Common Stock). The Buyer Disclosure Schedule shows the number of 25,839,855 shares of Buyer Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable; (ii) no shares of Buyer Common Stock were held in the treasury of Buyer or by Subsidiaries of Buyer; (iii) approximately 3,059,987 shares of Buyer Common Stock were reserved for future issuance pursuant to stock options granted and outstanding as of April 30, 1998, and the under Buyer's stock option plans under which such options were granted (collectively, the "Buyer Stock Option Plans")) and rights outstanding under Buyer's employee stock purchase plan (the "Buyer Purchase Plan") and (iv) 1,645,600 shares of Buyer Common Stock were reserved for issuance upon conversion of Buyer's outstanding 4 3/4% convertible subordinated notes due 2002. No material change in such capitalization has occurred between June 15, 1998 and As of the date of this Agreement. All , none of the shares of Buyer Common Preferred Stock subject to issuance as specified above are duly issued and outstanding. The authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Buyer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or the capital stock of any Subsidiary Sub consists of 1,000 shares of common stock, par value $0.001 per share ("Sub Common Stock"), of which one hundred 100 shares are or to provide funds to or make any material investment (in will be issued and outstanding as of the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of businessClosing Date. All of the outstanding shares of capital stock of each of Buyer' Subsidiaries Sub are duly authorized, validly issued, fully paid and nonassessable nonassessable, and all such shares (other than directors' qualifying shares and similar shares in the case of foreign Subsidiaries) are owned by Buyer or another Subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in on Buyer' 's voting rights, charges or other encumbrances of any nature. (b) Except as set forth in this Section 4.02 4.2(a) or as reserved for future grants of options under the Buyer Stock PlansOption Plans or the Buyer Purchase Plan, there are (i) no equity securities of any class of Buyer, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. There are outstanding and (ii) no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which Buyer or any of its Subsidiaries is a party or by which it is bound obligating Buyer or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or any of its Subsidiaries or obligating Buyer 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. To the best knowledge of Buyer, there are no voting trusts, proxies or other voting agreements or understandings with respect to the shares of capital stock of Buyer. (c) The shares of Buyer Common Stock to be issued pursuant to the Merger, when issued, will be duly authorized, validly issued, fully paid, and nonassessable, and free of and not subject to any preemptive rights or rights of first refusal and (subject to the accuracy of representations and warranties to be obtained from Target shareholders) will be issued in compliance with all state and federal securities laws.

Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of fifty million (i50,000,000) 120,000,000 shares of Common Stock, $.01 par value ("Buyer Common Stock"), (ii) 1,700,000 shares of Preferred Stock, $.01 par value, of which 750,000 shares have been designated as Series A Convertible Participating Preferred Stock ("Series A Preferred Stock") and (iii) one share of special voting stock, $1.00 par value per share (the "Special Voting Share"). The stockholders of Buyer have approved an increase in the authorized Buyer Common Stock to 200,000,000 shares. The Special Voting Share entitles the holder thereof, which is a Subsidiary of Buyer, to vote, together with the holders of Buyer Common Stock, on all matters submitted for the vote of the holders of Buyer Common Stock. The number of votes represented by the Special Voting Share is equal to the number of shares of such Subsidiary outstanding which are exchangeable into shares of Buyer Common Stock ("Exchangeable Shares"). As of June 15, 1998, there were outstanding 59,109,756 shares of Buyer Common Stock, 750,000 $0.001 par value, and two million (2,000,000) shares of Series A preferred stock, $0.001 par value ("Buyer Preferred Stock (currently convertible into 15,000,000 shares of Common stock), 12,510,457 Exchangeable Shares (including 8,687,500 Exchangeable Shares subject to outstanding warrants) and $200,955,000 principal amount of 5 1/2% Senior Convertible Notes due 2000 (convertible into approximately 3,791,600 shares of Common Stock"). The Buyer Disclosure Schedule shows the number As of August 1, 1998: (i) 26,106,690 shares of Buyer Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable; (ii) no shares of Buyer Common Stock were held in the treasury of Buyer or by Subsidiaries of Buyer; (iii) approximately 4,978,664 shares of Buyer Common Stock were reserved for future issuance pursuant to stock options granted and outstanding as of April 30, 1998, and the under Buyer's stock option plans under which such options were granted (collectively, the "Buyer Stock Option Plans") and rights outstanding under Buyer's employee stock purchase plan (the "Buyer Purchase Plan"); and (iv) 1,645,600 shares of Buyer Common Stock were reserved for issuance upon conversion of Buyer's outstanding 4 3/4% convertible subordinated notes due 2002. No material change in such capitalization has occurred between June 15, 1998 and As of the date of this Agreement. All , none of the shares of Buyer Common Preferred Stock subject to issuance as specified above are duly issued and outstanding. The authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Buyer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or the capital stock of any Subsidiary Sub consists of one thousand (1,000) shares of common stock, par value $0.001 per share ("Sub Common Stock"), of which one hundred (100) shares are or to provide funds to or make any material investment (in will be issued and outstanding as of the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of businessClosing Date. All of the outstanding shares of capital stock of each of Buyer' Subsidiaries Sub are duly authorized, validly issued, fully paid and nonassessable nonassessable, and all such shares (other than directors' qualifying shares and similar shares in the case of foreign Subsidiaries) are owned by Buyer or another Subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in on Buyer' 's voting rights, charges or other encumbrances of any nature. (b) Except as set forth in this Section 4.02 4.2(a) or as reserved for future grants of options under the Buyer Stock PlansOption Plans or the Buyer Purchase Plan, there are no equity securities of any class of Buyer, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. There Except as set forth in this Section 4.2, there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which Buyer or any of its Subsidiaries is a party or by which it is bound obligating Buyer or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or any of its Subsidiaries or obligating Buyer 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. To the best knowledge of Buyer, there are no voting trusts, proxies or other voting agreements or understandings with respect to the shares of capital stock of Buyer. (c) The shares of Buyer Common Stock to be issued pursuant to the Merger, when issued, will be duly authorized, validly issued, fully paid, and nonassessable, and free of and not subject to any preemptive rights or rights of first refusal.

Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of two hundred million (i200,000,000) 120,000,000 shares of Buyer Common Stock, $.01 .0001 par value and one hundred million ("Buyer Common Stock"), (ii100,000,000) 1,700,000 shares of Preferred Stock, $.01 .001 par value, of which 750,000 shares have been designated as Series A Convertible Participating Preferred Stock value ("Series A Buyer Preferred Stock") and (iii) one share of special voting stock, $1.00 par value per share (the "Special Voting Share"). The stockholders of Buyer have approved an increase in the authorized Buyer Common Stock to 200,000,000 shares. The Special Voting Share entitles the holder thereof, which is a Subsidiary of Buyer, to vote, together with the holders of Buyer Common Stock, on all matters submitted for the vote As of the holders date of Buyer Common Stock. The number of votes represented by the Special Voting Share is equal to the number of shares of such Subsidiary outstanding which are exchangeable into this Agreement, (i) 173,252,434 shares of Buyer Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and ("Exchangeable Shares"). As of June 15, 1998, there were outstanding 59,109,756 ii) no shares of Buyer Common Stock, 750,000 shares Stock are held in the treasury of Series A Preferred Stock (currently convertible into 15,000,000 shares Buyer. Section 4.02 of Common stock), 12,510,457 Exchangeable Shares (including 8,687,500 Exchangeable Shares subject to outstanding warrants) and $200,955,000 principal amount of 5 1/2% Senior Convertible Notes due 2000 (convertible into approximately 3,791,600 shares of Common Stock). The the Buyer Disclosure Schedule shows the number of shares of Buyer Common Stock reserved for future issuance pursuant to stock options and warrants granted and outstanding as of April 30, 1998, the date of this Agreement and the plans under which such options and warrants were granted (collectively, the "Buyer Stock Plans"). No material change in such capitalization has occurred between June 15, 1998 and As of the date of this Agreement, none of the shares of Buyer Preferred Stock are issued and outstanding. All shares of Buyer Common Stock subject to issuance as specified above are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Buyer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or the capital stock of any Subsidiary or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of business. All of the outstanding shares of capital stock of each of Buyer' Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares and similar shares in the case of foreign Subsidiaries) are owned by Buyer or another Subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in Buyer' voting rights, charges or other encumbrances of any natureentity. (b) Except as Other than the shares of Buyer Common Stock set forth in this Section 4.02 or as 4.02.a and the shares of Buyer Common Stock reserved for future grants issuance pursuant to the exercise of the options under the Buyer Stock Plansand warrants set forth in Section 1.03.1.ii of this Agreement, there are no equity securities of any class of Buyer, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding, except as set forth in Section 4.02 of the Buyer Disclosure Schedule or as reserved for future grants of options under the Buyer Stock Plans. There Except as set forth in Section 1.03.1.ii of this Agreement, the Buyer SEC Reports (as defined in Section 4.04 below) filed prior to the date hereof or Section 4.02 of the Buyer Disclosure Schedule, there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which Buyer or any of its Subsidiaries is a party or by which it is bound obligating Buyer or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or any of its Subsidiaries or obligating Buyer 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. To the best knowledge of Buyer, there are no voting trusts, proxies or other voting agreements or understandings with respect to the shares of capital stock of Buyer.

Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of (i) 120,000,000 200,000 shares of Common 10.5% Cumulative Preferred Stock, $.01 par value $10.00 per share ("Buyer Common 10.5% Cumulative Preferred Stock"), ) (ii) 1,700,000 800,000 shares of Preferred Stock, par value $.01 par value, of which 750,000 shares have been designated as Series A Convertible Participating Preferred Stock .001 per share ("Series A Buyer Preferred Stock") and (iii) one share of special voting stock, $1.00 par value per share (the "Special Voting Share"). The stockholders of Buyer have approved an increase in the authorized Buyer Common Stock to 200,000,000 shares. The Special Voting Share entitles the holder thereof, which is a Subsidiary of Buyer, to vote, together with the holders of Buyer Common Stock, on all matters submitted for the vote of the holders of Buyer Common Stock. The number of votes represented by the Special Voting Share is equal to the number of shares of such Subsidiary outstanding which are exchangeable into shares of Buyer Common Stock ("Exchangeable Shares"). As of June 15, 1998, there were outstanding 59,109,756 shares of Buyer Common Stock, 750,000 and (iv) 39,000,000 shares of Series A Preferred Stock Class B Common Stock, par value $.001 per share (currently convertible into 15,000,000 "Buyer Class B Common Stock"). As of February 28, 1999, there were outstanding no shares of Common stock)10.5% Cumulative Preferred Stock, 12,510,457 Exchangeable Shares (including 8,687,500 Exchangeable Shares subject to outstanding warrants) and $200,955,000 principal amount of 5 1/2% Senior Convertible Notes due 2000 (convertible into approximately 3,791,600 no shares of Common Buyer Preferred Stock). The Buyer Disclosure Schedule shows the number of , 33,283,203 shares of Buyer Common Stock and 2,381,000 shares of Buyer Class B Common Stock. 3,590,988 shares of Buyer Common Stock are reserved for future issuance pursuant to stock options granted and outstanding as of April 30February 28, 1998, and the 1999 under Buyer's stock option plans under which such options were granted (collectively, the "Buyer Stock Plans"). No There are no shares of Buyer Class B Common Stock reserved for future issuance. Except for the issuance of additional shares of Buyer Common Stock in acquisitions, no material change in such capitalization has occurred between June 15February 28, 1998 1999 and the date of this Agreement. All shares of Buyer Common Stock subject to issuance as specified above are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There The shares of Buyer Common Stock to be issued in the Merger will, when issued in accordance with the terms of this Agreement, be validly issued, fully paid and nonassessable. Except with respect to approximately 50,000 shares of Buyer Common Stock, there are no obligations, contingent or otherwise, of Buyer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock, Buyer Class B Common Stock, 10.5% Cumulative Preferred Stock or Buyer Preferred Stock or the capital stock of any Subsidiary or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of businessSubsidiary. All of the outstanding shares of capital stock of each of Buyer' 's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and all such shares owned by Buyer (other than directors' qualifying shares and similar shares in the case of foreign Subsidiaries) are owned by Buyer or another Subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in Buyer' 's voting rights, charges or other encumbrances of any nature. (b) Except as set forth in this Section 4.02 or as reserved for future grants of options under the Buyer Stock PlansPlans or as may be reserved for issuance from time to time in connection with acquisitions, there are no equity securities of any class of BuyerBuyer or any of its Subsidiaries, or any security exchangeable into or exercisable or convertible for such equity securities, issued, reserved for issuance or outstanding. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which Buyer or any of its Subsidiaries is a party or by which it such entity is bound (including under letters of intent, whether binding or nonbinding) obligating Buyer or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or any of its Subsidiaries or obligating Buyer or any of its Subsidiaries to grant, extend, accelerate the vesting of of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreementagreement except under Buyer Stock Plans or in connection with acquisitions. To the best knowledge of Buyer, there are no voting trusts, proxies or other voting agreements or understandings with respect to the shares of capital stock of Buyer.

Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of 60,000,000 shares of common stock, par value $.001 per share, of Buyer (i) 120,000,000 constituting Buyer Common Stock), of which there were 7,900,352 shares issued and outstanding as of the date of this Agreement; 60,520 shares of Class B Voting Preferred Stock, Series A, par value $.001 per share, of which no shares were issued or outstanding as of the date of this Agreement, and 1,939,480 shares of Serial Preferred Stock, par value $.001 per share, of which no shares were issued or outstanding as of the date of this Agreement. The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, $.01 par value ("Buyer Common Stock")$.001 per share, (ii) 1,700,000 100 shares of Preferred Stockwhich, $.01 par valueas of the date of this Agreement, are issued and outstanding and are held by Buyer. All outstanding shares of which 750,000 shares have been designated as Series A Convertible Participating Preferred Stock ("Series A Preferred Stock") and (iii) one share of special voting stock, $1.00 par value per share (the "Special Voting Share"). The stockholders of Buyer have approved an increase in the authorized Buyer Common Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to 200,000,000 shares. The Special Voting Share entitles preemptive rights created by statute, the holder thereof, Certificate of Incorporation or Bylaws of Buyer or any agreement or document to which Buyer is a Subsidiary of Buyer, to vote, together with the holders of Buyer Common Stock, on all matters submitted for the vote of the holders of Buyer Common Stock. The number of votes represented party or by the Special Voting Share which it is equal to the number of shares of such Subsidiary outstanding which are exchangeable into shares of Buyer Common Stock ("Exchangeable Shares")bound. As of June 15the date of this Agreement, 1998, there were outstanding 59,109,756 Buyer had reserved an aggregate of (i) 4,891,314 shares of Buyer Common Stock, 750,000 shares net of Series A Preferred exercises, for issuance to employees and consultants pursuant to Buyer's1994 Long Term Incentive Plan (the "Buyer Stock (currently convertible into 15,000,000 shares of Common stockOption Plan"), 12,510,457 Exchangeable Shares under which options are outstanding for an aggregate of 2,412,403 shares, (including 8,687,500 Exchangeable Shares subject to outstanding warrantsii) and $200,955,000 principal amount of 5 1/2% Senior Convertible Notes due 2000 (convertible into approximately 3,791,600 731,780 shares of Common Stock, net of exercises, for issuances to non-employee directors under the Buyer's Outside Director and Advisor Stock Option Plan (the "Outside Director Plan"). The Buyer Disclosure Schedule shows , under which options are outstanding for an aggregate of 165,004 shares, (iii) 78,769 shares net of exercises for issuance to employees and consultants under the number Buyer's Software Publishing Corporation 1989 Stock Plan (the "1989 Plan"), under which options are outstanding for an aggregate of 78,769 shares, (iv) 140,272 shares, net of exercises, for issuance to employees and consultants under the Buyer's Software Publishing Corporation 1991 Stock option Plan (the "1991 Plan"), under which options are outstanding for an aggregate of 135,384 shares, and (v) 3,511,891 shares for issuances of shares of Buyer Common Stock reserved for future issuance pursuant to stock options options, warrants and other rights to purchase shares of Common Stock granted and outstanding as of April 30, 1998, and or issued other than pursuant to the plans under which such options were granted (collectively, the "Buyer Stock Plans"). No material change in such capitalization has occurred between June 15Option Plan, 1998 Outside Director Plan, 1989 Plan and the date of this Agreement1991 Plan. All shares of Buyer Common Stock of Buyer subject to issuance as specified above are duly authorized andaforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall will be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Buyer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or the capital stock of any Subsidiary or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of business. All of the outstanding shares of capital stock of each of Buyer' Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares and similar shares in the case of foreign Subsidiaries) are owned by Buyer or another Subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in Buyer' voting rights, charges or other encumbrances of any naturenonassessable. (b) Except as set forth in this Section 4.02 or as reserved for future grants of options under the Buyer Stock Plans, there are no equity securities of any class of Buyer, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which Buyer or any of its Subsidiaries is a party or by which it is bound obligating Buyer or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or any of its Subsidiaries or obligating Buyer 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. To the best knowledge of Buyer, there are no voting trusts, proxies or other voting agreements or understandings with respect to the shares of capital stock of Buyer.

Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of (i) 120,000,000 shares of Common Stock, $.01 par value ("Buyer Common Stock"), (ii) 1,700,000 shares of Preferred Stock, $.01 par value, of which 750,000 shares have been designated as Series A Convertible Participating Preferred Stock ("Series A Preferred Stock") and (iii) one share of special voting stock, $1.00 par value per share (the "Special Voting Share"). The stockholders of Buyer have approved an increase in the authorized Buyer Common Stock to 200,000,000 shares. The Special Voting Share entitles the holder thereof, which is a Subsidiary of Buyer, to vote, together with the holders of Buyer Common Stock, on all matters submitted for the vote of the holders of Buyer Common Stock. The number of votes represented by the Special Voting Share is equal to the number of shares of such Subsidiary outstanding which are exchangeable into shares of Buyer Common Stock ("Exchangeable Shares"). As of June 15, 1998, there were outstanding 59,109,756 shares of Buyer Common Stock, 750,000 shares of Series A Preferred Stock (currently convertible into 15,000,000 shares of Common stockStock), 12,510,457 Exchangeable Shares (including 8,687,500 Exchangeable Shares subject to outstanding warrants) and $200,955,000 principal amount of 5 1/2% Senior Convertible Notes due 2000 (convertible into approximately 3,791,600 shares of Common Stock). The Buyer Disclosure Schedule shows the number of shares of Buyer Common Stock reserved for future issuance pursuant to stock options granted and outstanding as of April 30, 1998, and the plans under which such options were granted (collectively, the "Buyer Stock Plans"). No material change in such capitalization has occurred between June 15, 1998 and the date of this Agreement. All shares of Buyer Common Stock subject to issuance as specified above are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Buyer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or the capital stock of any Subsidiary or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of business. All of the outstanding shares of capital stock of each of Buyer' Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares and similar shares in the case of foreign Subsidiaries) are owned by Buyer or another Subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in Buyer' voting rights, charges or other encumbrances of any nature.A-12 (b) Except as set forth in this Section 4.02 or as reserved for future grants of options under the Buyer Stock Plans, there are no equity securities of any class of Buyer, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which Buyer or any of its Subsidiaries is a party or by which it is bound obligating Buyer or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or any of its Subsidiaries or obligating Buyer 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. To the best knowledge of Buyer, there are no voting trusts, proxies or other voting agreements or understandings with respect to the shares of capital stock of Buyer.