Organization and Capital Structure. The organizational structure and capital structure of the Company and its Subsidiaries shall be as set forth in Item 5.1.2 of the Disclosure Schedule.
Organization and Capital Structure. (a) The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company is duly qualified or licensed to transact business as a foreign limited liability company or organization in good standing in the states of the United States and foreign jurisdictions where the character of its assets or the nature and conduct of its business requires it to be so qualified or licensed (except for any jurisdiction in which the failure to so qualify would not have a Material Adverse Effect on the Company). The Company has full power and authority to own or lease and to operate and use its assets and to carry on its business as now conducted or proposed to be conducted. True and complete copies of the minute book, Certificate of Formation and all amendments thereto and of the LLC Agreement of the Company have been made available to Parent.
Organization and Capital Structure. 6.1.1 Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted. The authorized capital of Parent consists of (i) 35,000,000 shares of THQ Stock, par value $0.01 per share, of which, as of March 24, 1999, 11,374,173 shares were issued and outstanding, and (ii) 1,000,000 shares of preferred stock, par value $0.01 per share, none of which is issued and outstanding or reserved for any purpose. Except for options and warrants described in the Parent SEC Documents and as contemplated hereby, there are no options, warrants or other rights to acquire from Parent, or agreements or commitments by Parent to issue or sell, any shares of capital stock of Parent, whether on conversion of other securities or otherwise. All of the Merger Shares, when issued and delivered in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.
Organization and Capital Structure. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub has not engaged in any business since it was incorporated which is not in connection with this Agreement. All of the outstanding shares of capital stock of Merger Sub are validly issued, fully paid and nonassessable and owned of record and beneficially by Parent, free from all Encumbrances.
Organization and Capital Structure. 6.1.1 Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted. The authorized capital of Parent consists of (i) 35,000,000 shares of THQ Stock, par value $0.01 per share, of which, as of August 30, 2000, 19,246,073 shares were issued and
Organization and Capital Structure. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted.
Organization and Capital Structure. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to carry on its business as now conducted.
Organization and Capital Structure. (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey and has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted.
Organization and Capital Structure. See attached chart, dated April 11, 2006. The Borrower owns a 100% interest in each entity contained therein, with the exception of Xxxxxxx Energy (Utah) P/S in which the Borrower owns an 85.34% interest. SCHEDULE 4.7 LITIGATION None. SCHEDULE 4.8 EXISTING SUBSIDIARIES AND AFFILIATES Name and Type of Entity Ownership Percentage (Direct and Indirect) Jurisdiction of Organization Restricted/ Unrestricted Subsidiary Xxxxxxx Energy (Utah) P/S (partnership) 85.34 % Utah Restricted Subsidiary Latigo Petroleum, Inc. (corporation)(1) 100 % Delaware Restricted Subsidiary Northrock Energy, Inc. (corporation) 100 % Canada Restricted Subsidiary Northrock Resources, Ltd. (corporation) 100 % Canada Restricted Subsidiary Northrock Resources P/S (partnership) 100 % Canada Restricted Subsidiary Pogo Alberta, ULC (corporation) 100 % Canada Restricted Subsidiary Pogo Denmark ApS (limited liability company) 100 % Denmark Restricted Subsidiary Pogo Energy, Inc. (corporation) 100 % Texas Restricted Subsidiary Pogo Finance, ULC (corporation) 100 % Canada Restricted Subsidiary Pogo Merger Sub 1, Inc. (corporation)(1) 100 % Delaware Restricted Subsidiary Pogo New Zealand (unlimited company) 100 % New Zealand Restricted Subsidiary Pogo North Sea Limited (corporation) 100 % United Kingdom Restricted Subsidiary Pogo Offshore Pipeline Co. (corporation) 100 % Delaware Restricted Subsidiary Pogo Overseas Production B.V. (private company with limited liability) 100 % Netherlands Restricted Subsidiary Pogo Panhandle 2004, LP (partnership) 100 % Texas Restricted Subsidiary Pogo Partners, Inc. (corporation) 100 % Texas Restricted Subsidiary Pogo Producing (San Xxxx) Company (corporation) 100 % Texas Restricted Subsidiary Pogo Producing (Texas Panhandle Company) (corporation) 100 % Texas Restricted Subsidiary Pogo Services and Technology Corporation (corporation) 100 % Delaware Restricted Subsidiary Ponzea B.V. (private company) 100 % Netherlands Restricted Subsidiary
Organization and Capital Structure. (a) Each of the Company and Stockholder is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri. The Company is duly qualified to transact business as a foreign corporation in each jurisdiction where the nature of the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect on the Company. The Company has full corporate power and authority to own or lease and to operate and use its assets and to carry on its business as now conducted. True and complete copies of the Articles of Incorporation and all amendments thereto and of the By-laws, as amended, of the Company have been delivered to Buyer.
