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.

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.

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.

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.

Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of (i) 120,000,000 100,000,000 shares of Buyer Common Stock, (ii) 1,000,000 shares of Class B Common Stock, $.01 par value ("Buyer Class B Common Stock"), and (iiiii) 1,700,000 1,000,000 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 Preferred 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 15November 30, 1998, there were outstanding 59,109,756 13,819,473 shares of Buyer Common Stock, 750,000 988,200 shares of Series A Preferred Stock (currently convertible into 15,000,000 Buyer Class B Common Stock, and no 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 Buyer Preferred 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 30October 31, 1998, and the 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 as set forth in the Buyer Disclosure Schedule, no material change in such capitalization has occurred between June 15November 30, 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. 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. 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, 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 business. 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 (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.