Newly Formed Corporation. Seller was incorporated on April 30, 1997 in the State of Delaware solely for the purpose of effectuating the transactions contemplated in this Agreement and the Merger Agreement and has not conducted any business or entered into any agreements or commitments except with respect to the foregoing.
Newly Formed Corporation. Fox Kids is a recently organized corporation and, as of the date hereof, has engaged in no operating activities. As of the date hereof, Fox Kids has no material assets or liabilities (other than agreements relating to its acquisition of securities of IFE).
Newly Formed Corporation. License Co. was incorporated on November 4, 1998 in the State of Delaware solely for the purpose of effectuating the transactions contemplated in this Agreement and the other Transaction Documents and has not conducted any business or entered into any agreements or commitments except with respect to the foregoing and has no obligations or liabilities other than (i) those arising under, or contemplated by, the Transaction Documents or the Financings and (ii) other miscellaneous immaterial obligations and liabilities that in the aggregate collectively amount to less than $10,000. License Co. has furnished to the Company a true and correct copy of its Certificate of Incorporation and by-laws as in effect on the Closing Date. The authorized capital stock of License Co. consists of 100 shares of common stock, no par value. The outstanding capital stock of License Co. is 100 shares of common stock, all of which shares have been duly and validly authorized, and are fully paid and nonassessable. NWIP owns all the outstanding capital stock of License Co. free and clear of any liens, and License Co. has no subsidiaries. Except as set forth in this Section 4.12, there are no outstanding (i) shares of capital stock or voting securities of License Co., (ii) securities of License Co. convertible into or exchangeable for shares of capital stock or voting securities of License Co., (iii) options or other rights to acquire from License Co., or other obligation of License Co. to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of License Co., or (iv) obligation of License Co. to repurchase or otherwise acquire or retire any shares of capital stock or any convertible securities, rights or options of the type described in (i), (ii), or (iii). License Co. (x) has obtained such proper authorization as may be required from its Board of Directors and its shareholders of all corporate action taken by License Co., (y) keeps its assets and liabilities separate from those of other entities (including Nextel and the Affiliates thereof) and (z) does not hold itself out as being liable for the debts of Nextel or any Affiliate thereof.
Newly Formed Corporation. 6 SECTION 3.10. Meaning of Seller................................................................6
Newly Formed Corporation. 9 SECTION 3.11. SHAREHOLDER ARRANGEMENTS.................................................9 ARTICLE 4 --------- REPRESENTATIONS AND WARRANTIES OF BUYERS ----------------------------------------
Newly Formed Corporation. MergerSub was incorporated on March 18, 1998 in the State of Delaware solely for the purpose of effectuating the transactions contemplated by the Transaction Documents and has not conducted any business or entered into any agreements or commitments except in furtherance of the foregoing.
Newly Formed Corporation. 12 5.8 NPAL Financial Statements; Primary US Holding Company . . . . . . . . . . . . . . . . . . 12 5.9 TNCL SEC Filings; TNCL Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 13 5.10 Investment Intent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 5.11
Newly Formed Corporation. 12 5.8 NPAL Financial Statements; Primary US Holding Company..........
Newly Formed Corporation. 12 5.8 NPAL Financial Statements; Primary US Holding Company12 5.9 TNCL SEC Filings; TNCL Financial Statements..........13 5.10 Investment Intent....................................13 5.11
Newly Formed Corporation. WRC was incorporated on May 14, 1999 in the State of Delaware for the purpose of effectuating the acquisition of JLC and has not conducted any business or entered into any agreements or commitments, except with respect to the foregoing and except with respect to the transactions contemplated by the Transaction Documents.