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<br />ARTICLE THREE <br /> <br />REPRESENTATIONS AND WARRANTIES OF COMPANY <br /> <br />Section 3.1 In General. The Company, subject to the disclosures set forth'in the <br />Schedules hereto, makes the representations and warranties set forth below in this Article Three to <br />Parent and Merger Sub to induce Parent and Merger Sub to enter into this Agreement. <br /> <br />Section 3.2 <br /> <br />Orl!anization and Authority: Capitalization and Ownership of Shares. <br /> <br />(a) Companv Entities. The Company is a corporation duly formed, validly <br />existing and in good standing under the laws of the State of Texas. Schedule 3.2(a) sets forth a list <br />of all Subsidiaries of the Company (together with the Company, the "Companv Entities") and their <br />respective jurisdictions of organization and identifies the Company's direct or indirect percentage <br />ownership interest therein. Each of the Company Entities is duly organized, validly existing and in <br />good standing under the laws of its jurisdiction of organization and has all corporate, partnership <br />or other similar powers required to carry on its business as now conducted, other than such <br />exceptions as, individually or in the aggregate, have not had and would not reasonably be expected <br />to have a Company Material Adverse Effect. Each of the Company Entities is duly qualified to do <br />business as a foreign corporation or other foreign legal entity and is in good standing in each <br />jurisdiction where such qualification is necessary, with such exceptions, individually or in the <br />aggregate, as have not had and would not reasonably be expected to have a Company Material <br />Adverse Effect. The Company has all requisite power and authority to execute and deliver this <br />Agreement and the Voting Agreement and all of the other agreements, documents, instruments and <br />certificates contemplated by, and executed and delivered by it pursuant to, this Agreement (its <br />"Related AlITeements") and perform its obligations under this Agreement, the Voting Agreement <br />and its Related Agreements. The execution, delivery and performance by the Company of this <br />Agreement, the Voting Agreement and its Related Agreements have been duly authorized by the <br />Company, and the board of directors of the Company has recommended approval and adoption of <br />this Agreement and the Merger by the Company's shareholders. This Agreement and the Voting <br />Agreement are, and each of the Company's Related Agreements will be at Closing, a valid and <br />binding agreement of the Company enforceable against it in accordance with its terms, except as the <br />same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar <br />laws affecting generally the enforcement of creditors' rights and remedies and general principles of <br />equity, including any limitations on the availability of the remedy of specific performance or <br />injunctive relief regardless of whether specific performance or injunctive relief is sought in a <br />proceeding at law or in equity. Complete and correct copies of each Company Entity's articles or <br />certificate of incorporation and bylaws or other applicable governing instruments, alf as amended <br />to date, and of the stock ledgers of each Company Entity have been delivered or made available to <br />Parent. <br /> <br />(b) Capitalization and Share Ownership. The authorized capital stock of the <br />Company consists of (i) 120,000,000 shares of Company Common Stock, of which 49,862,277 <br />shares were outstanding as of the close of business on the day prior to the date hereof, (ii) 60,000 <br /> <br />ATI/90584-8 <br /> <br />12 <br />