Capitalization. Exhibit A Sample Clauses

Capitalization. Exhibit A reflects all of the issued and outstanding Securities of RFG. Except as set forth on Schedule 3.2, each Securityholder is the beneficial and record owner of the Securities set forth opposite such Securityholder’s name on Exhibit A, and such Securities are free and clear of all Encumbrances. All the Securities are validly issued, fully paid and non-assessable. No Securities of any RFG Family Entity were issued in violation of, and are not subject to, any right of first offer, right of first refusal, preemptive right or similar right that would survive the Closing. There are no Securities of RFG held in treasury. There is no Liability for dividends accrued and unpaid by RFG or any of the RFG Family Entities that will survive the Closing. There are no, and no RFG Family Entity is bound by or subject to any, (i) preemptive or other outstanding rights, subscriptions, options, warrants, conversion, put, call, exchange or other rights, agreements, commitments, arrangements or understandings of any kind pursuant to which any RFG Family Entity, contingently or otherwise, is or may become obligated to offer, issue, sell, purchase, return or redeem, or cause to be offered, issued, sold, purchased, returned or redeemed, any Securities; (ii) stockholder agreements, voting trusts, proxies or other agreements or understandings to which any RFG Family Entity is a party or to which any RFG Family Entity is bound relating to the holding, voting, sale, purchase, redemption or other acquisition of Securities; or (iii) agreements, commitments, arrangements, understandings or other obligations to declare, make or pay any dividends or distributions, whether current or accumulated, or due or payable, on any Securities, in each case of (i), (ii) or (iii) above that would survive the Closing. Except for this Agreement, no RFG Family Entity is, or is obligated to become, a party to any Contract for the sale of or is otherwise obligated to sell, transfer or otherwise dispose of any Securities that would survive the Closing. No RFG Family Entity has outstanding any bonds, debentures, notes or other debt-like obligations the holders of which have the right to vote (or which are convertible into or exercisable for Securities having the right to vote) with the equity holders of any RFG Family Entity on any matter. All Securities of each of the RFG Family Entities have been offered, issued, sold and delivered in compliance with all federal and state securities Laws.