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. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each of the jurisdictions listed in Schedule 4.1, which are the only jurisdictions in which the ownership or leasing of its assets or the conduct of its business requires such qualification, except where the failure to be so qualified would not have, individually or in the aggregate, a Material Adverse Effect. The Company has full power and authority to own or lease and to operate and use its assets and to carry on the Business as now conducted. True and complete copies of the Certificate of Incorporation and all amendments thereto and of the By-laws, as amended, of the Company have been delivered or made available to CLARCOR and Buyer. The authorized capital of the Company consists of 200 shares of Common Stock, of which 101 shares have been issued and are outstanding, and none are held as treasury shares and none is reserved for any purpose. Except as provided in this Agreement, there are no agreements, arrangements, options, warrants, calls, rights or commitments of any character relating to the issuance, sale, purchase or redemption of any shares of capital stock or other equity interest of the Company, whether on conversion of other securities or otherwise. None of the issued and outstanding shares of Common Stock has been issued in violation of, or is subject to, any preemptive or subscription rights. Except as set forth in this Agreement and in Schedule 4.1, the Company is not a party to any stockholder agreement, voting trust agreement or any other similar contract, agreement, arrangement, commitment, plan or understanding restricting or otherwise relating to the voting, dividend, ownership or transfer rights of any shares of capital stock of the Company. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable. None of the outstanding equity securities of the Company was issued in violation of the Securities Act of 1933 or any other Requirement of Law. Each Stockholder represents and warrants that except as set forth in this Agreement and in Schedule 4.1, he or she is not a party to, or otherwise has any Knowledge of the current existence of, any stockholder agreement, voting trust agreement or any other similar contract, agreement, arrangement, commitment, plan or unders...
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.
6.1.2 Mergerco is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The authorized capital of Mergerco consists of 1,000 shares of common stock, par value $1.00 per share, all of which have been issued and are outstanding and none are held as treasury shares. All of the outstanding shares of capital stock of Mergerco are validly issued, fully paid and nonassessable and owned of record and beneficially by Parent, free from all Encumbrances.
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 to transact business as a foreign corporation and is in good standing in the State of Illinois, which is the only jurisdiction in which the ownership or leasing of the its assets or the conduct of its business requires such qualification, and no other jurisdiction has demanded, requested or otherwise indicated that the Company is required so to qualify. The Company has requisite limited liability 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 Certificate of Formation and of the Limited Liability Company Agreement of the Company have been delivered to Buyer.
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) 75,000,000 shares of THQ Stock, of which 21,925,238 shares were issued and outstanding as of November 1, 2001, and (ii) 1,000,000 shares of preferred stock, par value $0.01 per share, none of which is issued and outstanding. Except for (i) options and warrants described in the Parent SEC Documents, (ii) the issuance and sale in a registered public offering of 2,750,000 shares of THQ Stock (including an underwriters' over-allotment option of 412,500 shares of THQ Stock) pursuant to Parent's Registration Statement on Form S-3 filed with the Securities Exchange Commission on August 20, 2001, as amended, and (iii) 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.
6.1.2 Mergerco is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona. The authorized capital of Mergerco consists of 1,000 shares of common stock, no-par value per share, all of which have been issued and are outstanding and none are held as treasury shares. All of the outstanding shares of capital stock of Mergerco are validly issued, fully paid and nonassessable and owned of record and beneficially by Parent, free from all Encumbrances except for those imposed by applicable securities laws.
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. None. 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. 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. The Agent shall be satisfied with the organizational and capital structure of the Borrower.
Organization and Capital Structure. CLARCOR and Buyer are each corporations duly organized, validly existing and in good standing under the laws of the State of Delaware and each 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 Required Lenders shall be satisfied with the organizational and capital structure of the Credit Parties as at the Closing Date.
