Capitalization of Holding Sample Clauses

Capitalization of Holding. All of the issued and ------------------------- outstanding capital stock of Holding has been duly authorized and validly issued and is fully paid and non-assessable and was not issued in violation of any preemptive right arising by operation of law, under the charter or by-laws or any document or under any agreement to which the Company, Holding or the Partnership is a party; at the Closing Time, all such capital stock shall be owned by the Company directly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except as described in the Prospectus and except for restrictions on transfer imposed under federal or state securities law.

Capitalization of Holding. Holding currently has 115,001 shares of Common Stock issued and outstanding and none of said shares are held in treasury. A total of 115,000 shares of Class A Common Stock are issued and outstanding and a total of one (1) share of Class B Common Stock is issued and outstanding. All 115,000 of the issued and outstanding shares of Class A Common Stock are validly issued, fully paid, and nonassessable, and are held of record by the Majority Shareholders as set forth in Section 4.2.4 of the Operating Personnel Disclosure Schedule. The one (1) issued and outstanding share of Class B Common Stock is validly issued, fully paid, and nonassessable. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, or other contracts or commitments that could require Holding to acquire or to issue, sell, dispose of, or otherwise cause to become outstanding, any of its capital stock, or any securities or obligations convertible into or exchangeable for its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Holding. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Holding.

Capitalization of Holding. All issued and outstanding shares of capital stock of Holding are held by JEFG as of the date hereof and are duly authorized and validly issued, fully paid, nonassessable and free of preemptive rights and respect thereto. Other than this Agreement and the transactions contemplated thereby and the awards contemplated by the Benefits Agreement or the Joint Proxy/Information Statement, there are no options, warrants, calls, subscriptions, or other rights, agreements or commitments obligating Holding to issue, transfer or sell any shares of capital stock of Holding or any other securities convertible into or evidencing the right to subscribe for any such shares. Prior to the date hereof, there has not been any issuance of capital stock of Holding other than to JEFG. ARTICLE VI

Capitalization of Holding. Holding is authorized to issue 1,000,000 shares of Holding Common. Upon delivery to the Stockholders, all of the shares of Holding Common will be validly issued, fully paid and nonassessable. The Holding Common will be issued free and clear of any Encumbrance imposed by Holding. Upon issuance hereunder, the shares of Holding Common to be issued to the Stockholders will represent all of the issued and outstanding capital stock of Holding. Except as set forth in the Stockholders Agreement (as defined herein), there are no outstanding options, warrants or other rights to acquire from Holding any shares of capital stock of Holding; furthermore, there are no outstanding securities authorized, granted or issued by Holding that are convertible into or exchangeable for shares of Holding's capital stock and there are no phantom stock rights, stock appreciation rights or similar rights regarding Holding's capital stock.