Capitalization of Companies. The Stockholders own in the aggregate all of the issued and outstanding equity interest of the Company, in each case free and clear of all Encumbrances, other than Encumbrances which will be extinguished on or prior to the Closing Date except for the security interest of a former shareholder in the Escrowed Shares.
Capitalization of Companies. Members own in the aggregate all of the Membership Interests of the Company free and clear of all Encumbrances, other than Permitted Encumbrances or Encumbrances which will be extinguished on or prior to the Closing Date.
Capitalization of Companies. (a) At Closing, (i) Endeavor will have one thousand (1,000) Membership Interests issued and outstanding, of which (A) nine hundred and ninety (990) units shall be owned by Jorgan and (B) ten (10) units shall be owned by JBAH, (ii) MXX will have one thousand (1,000) Membership Interests issued and outstanding, of which (C) nine hundred and ninety (990) shall be owned by Jorgan and (D) ten (10) shall be owned by JBAH, (iii) SFP will have one thousand (1,000) Membership Interests issued and outstanding, of which (E) nine hundred and ninety (990) shall be owned by Jxxxxx and (F) ten (10) shall be owned by JBAH, and (iv) ET will have one thousand (1,000) Membership Interests issued and outstanding, of which (G) nine hundred and ninety (990) shall be owned by Jorgan and (H) ten (10) shall be owned by JBAH. All of the Membership Interests have been duly authorized, are validly issued, fully paid and non-assessable, and Sellers are the record owners of all Membership Interests, as set forth on Schedule 4.2(a) of the Disclosure Schedules, free and clear of all encumbrances save and except for Permitted Liens and those liens and encumbrances set forth on Schedule 4.2(a). The Membership Interests constitute all of the issued and outstanding Membership Interests in each of the Companies on a fully diluted basis. Upon the consummation of the transactions contemplated herein, Purchaser will acquire good and valid legal and beneficial title to all of the issued and outstanding Membership Interests, free and clear of all encumbrances, other than Permitted Liens.
Capitalization of Companies. The Stock has been duly and validly issued and is fully paid and non-assessable. It constitutes all of the issued and outstanding capital stock of the Companies, except with respect to the Non-Wholly Owned Companies. Except as disclosed on Schedule 5.06, there are no options, warrants or other rights to subscribe for or purchase any capital stock of the Companies or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire, any capital stock of the Companies, nor are there any Contracts, commitments, agreements, understandings, obligations, arrangements or restrictions, contingent or otherwise, to which the Companies are party or by which the Companies are bound relating to any shares of the capital stock or other equity securities of the Companies, whether or not outstanding. As of the Closing Date, each preference or other right to acquire equity of any Company shall have been validly and irrevocably waived in writing.
Capitalization of Companies. (a) At Closing, (i) Endeavor will have one thousand (1,000) Membership Interests issued and outstanding, of which (A) nine hundred and ninety (990) units shall be owned by Jorgan and (B) ten (10) units shall be owned by JBAH, (ii) MXX will have one thousand (1,000) Membership Interests issued and outstanding, of which (C) nine hundred and ninety (990) shall be owned by Jorgan and (D) ten (10) shall be owned by JBAH, (iii) SFP will have one thousand
Capitalization of Companies. Sellers own in the aggregate all of the issued and outstanding equity interests of Champion Energy free and clear of all Encumbrances, other than Encumbrances which will be extinguished on or prior to the Closing Date. There are no options, securities or any agreement which would give any Person the right to acquire any equity securities in Champion Energy or any of the Companies.
Capitalization of Companies. Sellers own, either directly or --------------------------- indirectly, in the aggregate all of the issued and outstanding partnership or other equity interests of Xxxxxx Oil LP, Xxxxxx Oil Inc. and Blueray and 90% of the equity interests of Region Oil, in each case free and clear of all Encumbrances, other than Encumbrances which will be extinguished on or prior to the Closing Date.
Capitalization of Companies. The Shoom Stockholders own in the aggregate all of the issued and outstanding other equity interest of Shoom and Shoom shall own as of the Effective Time all of the issued and outstanding equity interests of its Subsidiaries, in each case free and clear of all Encumbrances, other than Encumbrances which will be extinguished on or prior to the Effective Time.
Capitalization of Companies. The authorized capital stock --------------------------- of each of the Companies and the Company Subsidiaries is as set forth in Section 3.2 of Seller Disclosure Schedule. All the Shares are issued and outstanding as of the date of this Agreement. All of the Shares are duly authorized, validly issued, fully paid and non-assessable and free of any preemptive rights in respect thereto. There are no outstanding (a) securities convertible into or exchangeable for the capital stock of the Companies or the Company Subsidiaries, (b) options, warrants or other rights to purchase or subscribe for capital stock of the Companies or the Company Subsidiaries, or (c) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance of any capital stock of the Companies or the Company Subsidiaries, any such convertible or exchangeable securities or any such options, warrants or rights, pursuant to which, in any of the foregoing cases, either of the Companies or the Company Subsidiaries is subject or bound. There are no voting trusts, stockholders' agreements or other similar instruments restricting or relating to the rights of the holders of Shares to vote, transfer or receive dividends with respect to the Shares.
Capitalization of Companies. The authorized capital stock of Southern consists of 1,000,000 shares of common stock designated as Class A Common Stock, par value $1.00 per share, and 1,000,000 shares of common stock designated as Class B Common Stock, par value $1.00 per share, of which 6,745 shares of Class A Common Stock are outstanding. The authorized capital stock of Clanxxx xxxsists of 1,000 shares of common stock, par value $0.01 per share, all of which are outstanding. The authorized capital stock of Dexter consists of 100 shares of common stock, par value $0.01 per share, all of which are outstanding. Except as set forth on SCHEDULE 3.3, all of the outstanding equity securities and other securities of each Company are owned of record and beneficially by Stockholder, free and clear of any Encumbrances. All of the outstanding shares of Stock have been duly authorized and are validly issued, fully paid and non-assessable and have not been issued in violation of federal or state securities laws, the certificate of incorporation or the by-laws of the Companies. Except as set forth on SCHEDULE 3.3, there is no existing option, warrant, call, commitment or other agreement to which any Company or any of the Company Subsidiaries is a party requiring, and there are no convertible securities of any Company or any of the Company Subsidiaries outstanding which upon conversion would require, the issuance of any additional shares of capital stock or other securities convertible into shares of capital stock of any Company or any of the Company Subsidiaries.
