Hxxxxxxxxx xxxnowledges that upon a threatened change in control Executive may have concerns about the continuation of his employment status and responsibilities and may be approached by others with employment opportunities, and Huntington desires to provide Executive some assurance as to the continuation of his employment status and responsibilities in the event of a change in control.
Hxxxxxxxxx xxx's outstanding shares are the only equity securities of Hxxxxxxxxx.xxx issued and outstanding, there being no other equity securities of Hxxxxxxxxx.xxx issued and outstanding, no authorizations in effect or, upon a specified event, with the lapse of time or otherwise, to take effect for the issue of additional shares of Hxxxxxxxxx.xxx's equity securities, no obligations outstanding convertible into equity securities of Hxxxxxxxxx.xxx, no options, warrants, rights similar instruments outstanding pursuant to which the holder has a right to demand and receive the issuance of Hxxxxxxxxx.xxx's equity securities and no stock appreciation rights or phantom stock of Hxxxxxxxxx.xxx held by any person or to which any person has a claim. (k) Hxxxxxxxxx.xxx's financial statements at and for the periods ended December 31, 1998 delivered SCI and been audited by certified public accountants in accordance with generally accepted auditing standards with a report thereon issued in accordance with generally accepted accounting principles consistently applied and maintained throughout the periods indicated, fairly present the financial condition of Hxxxxxxxxx.xxx at the dates and the results of operations for the periods indicated and except as disclosed in the notes thereto Hxxxxxxxxx.xxx does not have any contingent, undisclosed or hidden liabilities. Hxxxxxxxxx.xxx's financial statements at and for the period subsequent to Hxxxxxxxxx.xxx's audited financial statements, if any, fairly present the financial condition of Hxxxxxxxxx.xxx at the date and the results of operations for the period indicated, contain all normally recurring adjustments and do not omit to disclose any contingent, undisclosed or hidden liabilities. (l) Hxxxxxxxxx.xxx has good, marketable and insurable title to all of the properties and assets which it owns or uses in its business or purports to own, including, without limitation, those reflected in its books and records and in the balance sheet, both tangible and intangible, trademarks, trade names, copyrights and other intellectual properties (excluding inventory sold after the most recent balance sheet date in the ordinary course of business), excepting only those properties and assets subject to operating leases disclosed in Schedule ___. None of the properties and assets are subject to any mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or adverse claim of any nature whatsoever, di...
Hxxxxxxxxx xxx shall have no liability or obligation to see to SCI or IHSI's performance of their respective obligations under Section 2.01. Section 2.02. Merger transaction. Immediately following the reorganization provided in Section 2.01, Hxxxxxxxxx.xxx will be merged into SCI in the Merger, and the parties shall file articles of merger, containing a plan of merger, in their respective jurisdictions, which plan of merger will provide for a statutory merger of Hxxxxxxxxx.xxx (the disappearing corporation) into SCI (the surviving corporation), the conversion of the issued and outstanding common stock of Hxxxxxxxxx.xxx into thirty-seven million six hundred seventy five thousand shares of common stock of SCI, the continuation of SCI's articles of incorporation and bylaws, as amended respectively, as the articles of incorporation and bylaws of the surviving corporation, the directors approved by Hxxxxxxxxx.xxx as the directors of the surviving corporation, and such other provisions consistent with the terms and intents of this Agreement as may be required by the laws of the respective jurisdictions for the consummation of the Merger. Section 2.03. Change of SCI's name to Hxxxxxxxxx.xxx, Inc.; Foreign qualification or change of state of incorporation. On the Business Day following the Business Day on which the articles of merger provided in Section 2.02 are filed, SCI will file articles of amendment to its articles of incorporation changing the name of SCI to "Hxxxxxxxxx.xxx, Inc." SCI shall qualify to do business as a foreign corporation in the state of California or, in the alternative, change its state of incorporation by further statutory merger for that purpose to the state of California. Section 2.04.
Hxxxxxxxxx xxx's representations and warranties. Hxxxxxxxxx.xxx will represent and warrant to SCI at the Closing: (a) Hxxxxxxxxx.xxx is a duly incorporated and existing corporation in good standing under the laws of its state of incorporation, has full corporate power to execute and deliver this Agreement, is qualified and in good standing as a foreign corporation in every jurisdiction where the conduct of its business or the nature of its properties require it to be qualified and has delivered to SCI true copies of its articles of incorporation, bylaws and the records of proceeding of its board of directors and stockholders for the past five years or since inception, whichever is less. (b)
Hxxxxxxxxx. On April 10, 2006, the following lawsuit was filed in the 31st Judicial District Court of Rxxxxxx County, Texas, Case No. 1920, Jxxxxx Cxxxx Xxxxxxxxx and Jxxx Xxxxxxxxx v. Xxxx Petroleum, Inc., W.O. Energy of Nevada, Inc., W. O. Operating Company, Ltd, and WO Energy, Inc. (“Hxxxxxxxxx”). The plaintiffs claim that the electrical wiring and equipment of Cxxx or certain of its subsidiaries relating to oil and gas operations started a wildfire that began on March 12, 2006 in Cxxxxx County. The plaintiffs (i) allege negligence and trespass and (ii) seek undisclosed damages, including, but not limited to, damages to their land and certain remedial expenses. In addition, the plaintiffs seek exemplary damages. On September 25, 2007, the Texas Judicial Panel on Multidistrict Litigation granted the Company’s motion to transfer and transferred this case to the Honorable Pxxx Xxxxx, retired judge of the 200xx Xxxxxxxx Xxxxx xx Xxxxxx Xxxxxx, Texas. No further action will be taken in the 30xx Xxxxxxxx Xxxxx until the 200xx Xxxxxxxx Xxxxx resolves all pretrial matters and remands this case to the 30xx Xxxxxxxx Xxxxx for trial. On October 3, 2000, Xxxxxxxxx Xxxxxxxxx, as Trustee for the Jxxx and Eddalee Hxxxxxx Trust, intervened in the consolidated case in the 200xx Xxxxxxxx Xxxxx xx Xxxxxx Xxxxxx, Texas as part of the Hxxxxxxxxx case. The intervenor claims that the electrical wiring and equipment of Cxxx or certain of its subsidiaries relating to oil and gas operations started a wildfire that began on March 12, 2006 in Cxxxxx County. The intervenor (i) alleges negligence and (ii) seeks undisclosed damages, including, but not limited to damages to their land and certain remedial expenses.
