Capital Stock and Equity Interests. As of the Closing Date, the authorized and outstanding shares of capital stock and other equity interests of each of the Borrowers is as set forth on Schedule 2 hereto. All of the shares of capital stock and other equity interests of each Borrower have been duly and validly authorized and issued and are fully paid and non-assessable, and have been sold and delivered to the holders thereof in compliance with, or under valid exemption from, all Federal and state laws and the rules and regulations of all regulatory bodies thereof governing the sale and delivery of securities. As of the Closing Date, except as set forth on Schedule 2, there are no subscriptions, warrants, options, calls, commitments, rights or agreements by which any of the Borrowers is bound relating to the issuance, transfer, voting or redemption of shares of its capital stock, membership units or any pre-emptive rights held by any Person with respect to the shares of capital stock or membership units of the Borrowers. As of the Closing Date, except as set forth in Schedule 2, none of the Borrowers has issued any securities convertible into or exchangeable for shares of its capital stock or membership units or any options, warrants or other rights to acquire such shares or membership units or securities convertible into or exchangeable for such shares.
Capital Stock and Equity Interests. The Alaska Entities each have an -------------------------------------- authorized capitalization and the number of issued and outstanding shares as set forth on Schedule 3.5 hereto. All of the issued and outstanding shares of Alaska Stock are owned, directly or indirectly, by either CNI or CWI, as listed on Schedule 3.5, have been duly authorized and are duly and validly issued and outstanding, fully paid and nonassessable, and are owned of record and beneficially by either CNI or CWI, except as indicated on Schedule 3.5, free and clear of any and all Encumbrances. There are no outstanding options, warrants or other rights of any nature providing for the purchase, issuance or sale of any stock of any of the Alaska Entities, and there are no outstanding securities or debt obligations of any of the Alaska Entities or any of the Sellers convertible into or exchangeable for shares of capital stock or equity interests of any of Alaska Entities. Upon the consummation of the transactions contemplated hereby, Buyer will acquire direct lawful title to all of the stock of the Alaska Entities, free and clear of all Encumbrances of any kind whatsoever.
Capital Stock and Equity Interests. The authorized and outstanding shares of capital stock and other equity interests of (a) the officers and directors of each Borrower and (b) to the best of Borrower’s knowledge based upon any and all Schedule 13-D documents filed under the Securities Exchange Act of 1934, any Person owning an amount equal to or more than 5% of the authorized and outstanding shares of capital stock and other equity interests any Borrower is as set forth on Schedule 2 hereto. All of the capital stock and equity interests of each Borrower have been duly and validly authorized and issued and is fully paid and non-assessable and have been sold and delivered to the holders thereof in compliance with, or under valid exemption from, all Federal and state laws and the rules and regulations of all regulatory bodies thereof governing the sale and delivery of securities. Except for the rights and obligations set forth in Schedule 2, there are no subscriptions, warrants, options, calls, commitments, rights or agreements by which any Borrower or any of the Shareholders of any Borrower is bound relating to the issuance, transfer, voting or redemption of shares of its capital stock, membership units or any pre-emptive rights held by any Person with respect to the shares of capital stock or membership units of any such Borrower. Except as set forth in Schedule 2, no Borrower has issued any securities convertible into or exchangeable for shares of its capital stock or membership units or any options, warrants or other rights to acquire such shares or membership units or securities convertible into or exchangeable for such shares.
Capital Stock and Equity Interests. The authorized, issued and outstanding capital stock or equity interests of each of the Subsidiaries is set forth on SCHEDULE 4.4. All of the outstanding shares or equity interests of the Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and owned of record and beneficially directly or indirectly by the Company, excluding Liens thereon arising under the Xxxxxx Credit Agreement. There are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Subsidiaries obligating any Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in it or any other Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating any Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. There are no outstanding contractual obligations of any Subsidiary to repurchase, redeem or otherwise acquire any capital stock of any of the Subsidiaries or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any other entity.
