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<br />of any right or obligation or the loss of any benefit to which Patent or Merger Sub is entitled under <br />(A) any provision of any agreement or other instrument binding upon Parent or Merger Sub or (B) <br />any license, franchise, permit, certificate, approval or other similar authorization held by, or <br />affecting, or relating in any way to, the assets or business of Parent or Merger Sub, other than such <br />exceptions in the case of clauses (ii) arid (iii) as would not be, individually or in the aggregate, <br />reasonably expected to have a Parent Material Adverse Effect or materially impair the ability of <br />Parent or Merger Sub to consummate the transactions contemplated by this Agreement. <br /> <br />Section 4.4 Litigation. As of the date hereof, except as is disclosed in the Parent SEC <br />Reports filed prior to the date hereof, except for proceedings affecting the cable television, <br />broadband distribution or programming industries generally, and except for lawsuits defended by <br />the Company's insurance carriers for which there is adequate coverage, there are no lawsuits or legal <br />proceedings pending, or to Parent's knowledge threatened, against Parent or any of its Subsidiaries <br />which could materially and adversely affect the ability of Parent or Merger Sub to perform its <br />obligations under this Agreement, nor are there any judgments or orders outstanding against Parent <br />or any of its Subsidiaries that could have such effect. <br /> <br />Section 4.5 Finders and Brokers. Parent has not entered into any contract, arrangement <br />or understanding with any Person which will result in the obligation of any Company Entity or any <br />shareholder of the Company to pay any finder's fees, brokerage or agent's commissions or other like <br />payments in connection with the negotiations leading to this Agreement and the Related Agreements <br />or the consummation of the transactions contemplated hereby or thereby. <br /> <br />Section 4.6 <br /> <br />Capital Stock. <br /> <br />(a) Parent. The authorized capital stock of Parent is as set forth on Schedule 4.6. <br />All of the outstanding shares of capital stock of Parent are duly authorized, validly issued, fully paid <br />and nonassessable. As of the close of business on March 31, 1999, the number of shares of capital <br />stock of Parent issued and outstanding and the number of shares held in the treasury of Parent are <br />as set forth on Schedule 4.6. Except as disclosed in the Parent SEC Reports, all outstanding shares <br />of capital stock of the Significant Subsidiaries (as defined for purposes of Regulation s-x under the <br />Exchange Act) of Parent are owned by Parent or a direct or indirect wholly-owned Subsidiary of <br />Parent, free and clear of all liens, charges, encumbrances, claims and options of any nature. As of <br />the close of business on March 31, 1999, there were outstanding options to acquire no more than the <br />number of shares of Parent capital stock set forth on Schedule 4.6. <br /> <br />(b) Mereer Sub. The authorized capital stock of Merger Sub is as set forth on <br />Schedule 4.6. All of the outstanding shares of capital stock of Merger Sub are duly authorized, <br />validly issued, fully paid and nonassessable. As of the date of this Agreement, the number of shares <br />of capital stock of Merger Sub issued and outstanding and the number of shares held in the treasury <br />of Merger Sub are as set forth on Schedule 4.6. As of the date of this Agreement, there were no <br />outstanding options to acquire shares of capital stock of Merger Sub. <br /> <br />ATI/90584-8 <br /> <br />29 <br />