Capital Stock and Subsidiaries. The Capital Stock of each Subsidiary has been duly authorized and validly issued in compliance with all applicable federal, state and other Laws and is fully paid and non-assessable (except to the extent such concepts are not applicable under the applicable Law of such Subsidiary’s jurisdiction of formation). Except as set forth on Schedule 4.10(b) or with respect to Joint Venture Subsidiaries, as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement (including preemptive rights) to which any Subsidiary is a party requiring, and there is no membership interest or other Capital Stock of any Subsidiary outstanding which upon conversion or exchange would require, the issuance by any Subsidiary of any additional membership interests or other Capital Stock of any Subsidiary or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of any Subsidiary.
Capital Stock and Subsidiaries. Each Loan Party has no Subsidiaries other than those set forth on Schedule 3.7. Schedule 3.7 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party. All of the outstanding Capital Stock in such Subsidiaries that are owned by a Loan Party have been validly issued, are fully paid and non-assessable (to the extent such concepts are applicable in the relevant jurisdiction) and are owned free and clear of all Liens except Liens permitted pursuant to Section 6.2.
Capital Stock and Subsidiaries. The authorized capital stock of Newco consists of One Thousand Five Hundred (1,500) shares of Common Stock, no par value, of which One Hundred (100) shares are issued and outstanding. All of the issued and outstanding shares of Newco are owned by Parent, were duly authorized and validly issued, are fully paid and non-assessable and were not issued in violation of preemptive or any other rights, including any rights under any federal or state securities laws, of any stockholder. There are no other shares of capital stock or other equity securities of Newco outstanding, and there are no other outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever to which Newco is a party or by which it may be bound, requiring the issuance or sale of, or securities or rights convertible into or exchangeable for, shares of any capital stock of Newco, and there are no contracts, commitments, understandings, or arrangements by which Newco is or may become bound to issue additional shares of capital stock or securities convertible into or exchangeable for such shares, or options, warrants or rights to purchase or acquire any additional shares of stock or securities convertible into or exchangeable for such shares.
Capital Stock and Subsidiaries. The Corporation's authorized capital stock consists solely of 200 shares of common stock with no par value of which 100 shares (previously defined in the Preliminary Statement set forth above as the "Stock") are outstanding, validly issued and are presently held beneficially and of record by the Shareholders as set forth on EXHIBIT 3 attached to this Agreement, 200 shares of non-voting common stock, no par value, none of which are outstanding, and 1000 shares of non-voting preferred stock, no par value, none of which are outstanding. The Stock is fully paid and non-assessable. All of the Stock is owned absolutely by the Shareholders, free and clear of all liens, encumbrances and adverse claims. There are no voting trusts, proxies, Shareholders agreements or similar contracts or understandings in effect relating to the Stock. Except for this Agreement, there are no outstanding rights, options, warrants, convertible securities or agreements of any kind entitling any person to purchase or acquire any shares of capital stock or any other securities or agreements of any kind entitling any person or purchase or acquire any shares of capital stock or any other securities of the Corporation, including, without limitation, rights to acquire capital stock contingent upon the payment of money, passage of time or other contingency. The Corporation is not a partner or a joint venturer in any enterprise, and has no subsidiaries.
Capital Stock and Subsidiaries. The Corporation's authorized capital stock consists solely of 100,000 shares of common stock with no par value of which 33,890 shares (previously defined in the Preliminary Statement set forth above as the "Stock") are outstanding, validly issued and are presently held beneficially and of record by the Shareholders. The Stock are fully paid and non-assessable. All of the Stock are owned absolutely by the Shareholders, free and clear of all liens, encumbrances and adverse claims. There are no voting trusts, proxies, Shareholders agreements or similar contracts or understandings in effect relating to the Stock. Except for this Agreement, there are no outstanding rights, options, warrants, convertible securities or agreements of any kind entitling any person to purchase or acquire any shares of capital stock or any other securities or agreements of any kind entitling any person or purchase or acquire any shares of capital stock or any other securities of the Corporation, including, without limitation, rights to acquire capital stock contingent upon the payment of money, passage of time or other contingency. The Corporation is not a partner or a joint venturer in any enterprise, and has no subsidiaries.
Capital Stock and Subsidiaries. Schedule 3.13 hereto sets forth a list of (i) all the Subsidiaries of the Borrower and their jurisdictions of organization as of the Closing Date and (ii) the number of each class of each such Subsidiary’s Capital Stock authorized, and the number outstanding, on the Closing Date. All Capital Stock of each Subsidiary is duly and validly issued and, to the extent that such concept is applicable to such Capital Stock, is fully paid and non-assessable. Each Loan Party is the record and beneficial owner of the Capital Stock pledged by it under the Pledge Agreement, free of any and all Liens (other than Liens expressly permitted by Section 6.02) and as of the Closing Date, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Capital Stock.
Capital Stock and Subsidiaries. 50 5.15 Insurance................................................................................ 50 5.16 Authorizations........................................................................... 50 5.17
Capital Stock and Subsidiaries. (a) All Capital Stock, debentures, bonds, notes and all other securities of the Borrower and its Subsidiaries presently issued and outstanding are validly issued in accordance with all applicable laws including, but not limited to, the "Blue Sky" laws of all applicable states and the federal securities laws.
(b) Schedule 5.14 (as supplemented by the Borrower from time to time as ------------- required in Section 7.10) sets forth a true and complete list of (i) each of the Subsidiaries of the Borrower and their jurisdictions of incorporation and (ii) the authorized Capital Stock of each of the Loan Parties (identifying the direct owner thereof other than with respect to the Borrower) and the percentage ownership (direct and indirect) of the Borrower in each class of Capital Stock of each of its Subsidiaries.
(c) The Capital Stock of each of the Loan Parties (other than the Capital Stock of the Borrower) is owned by the stockholders and in the amounts set forth on Schedule 5.14 (as supplemented by the Borrower from time to time as required ------------- in Section 7.10). No shares of the Capital Stock of any Loan Party, other than those described above, are issued and outstanding. There are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Loan Party (other than the Borrower) of any shares of Capital Stock or other securities of any such entity.
(d) With respect to the Borrower, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings with respect to the Capital Stock of the Borrower which if exercised could cause a Default or an Event of Default hereunder.
Capital Stock and Subsidiaries. (a) All Capital Stock, debentures, bonds, notes and all other securities of the Borrower and its Subsidiaries presently issued and outstanding are validly issued in accordance with all applicable laws including, but not limited to, the "Blue Sky" laws of all applicable states and the federal securities laws.
(b) Schedule 5.14 (as supplemented by the Borrower from time to time as required in Section 7.10) sets forth a true and complete list of (i) each of the Subsidiaries of the Borrower and their jurisdictions of incorporation, including a list of those entities to be acquired in connection with the Park Acquisition and their jurisdictions of incorporation; and (ii) the authorized Capital Stock of each of the Loan Parties (identifying the direct owner thereof other than with respect to the Borrower) and the percentage ownership (direct and indirect) of the Borrower in each class of Capital Stock of each of its Subsidiaries, including the percentage ownership (direct and indirect) of the Borrower in each class of Capital Stock of Park and each of the Subsidiaries of Park (identifying the direct owner thereof), after the Merger.
(c) The outstanding shares of Capital Stock of (i) the Borrower and each Subsidiary and (ii) immediately after the Merger, of Park and of Park's Subsidiaries, have been duly authorized and validly issued and are fully paid and non-assessable, and, except as otherwise indicated on Schedule 5.14 or as permitted under Sections 8.5 or 8.8, all of the outstanding shares of each class of the Capital Stock of (i) each Subsidiary and (ii) after the Merger, of Park and Park's Subsidiaries, are owned, directly or indirectly, beneficially and of record, by the Borrower, free and clear of any Liens or adverse claim.
(d) The Capital Stock of each of the Loan Parties (other than the Capital Stock of the Borrower), and after the Merger, of Park and each of the Subsidiaries of Park is owned by the stockholders and in the amounts set forth on Schedule 5.14 (as supplemented by the Borrower from time to time as required in Section 7.10). No shares of the Capital Stock of any Loan Party, Park or any Subsidiaries of Park, other than those described above, are issued and outstanding. There are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Loan Party (other than the Borrower), Park or any Subsidiaries of Park of any shares of Capital Stock or ...
Capital Stock and Subsidiaries. The outstanding capital stock of the Company consists of 4,000 shares, $100 par value per share (the "Shares"), all of which as of the date hereof are validly authorized, validly issued, fully paid, and nonassessable and have not been issued and are not owned or held in violation of any preemptive right of shareholders, and all of which as of the Closing Date shall be owned by the Seller free and clear of any security interests, voting trusts, proxies, options or other restrictions. Except as set forth in Section 4.4 of the Disclosure Schedule, the Company has no Subsidiaries, no interest in any partnership or joint venture and does not hold shares of stock or other ownership interest in any corporation, trust or other Person.
