Organization and Capital Structure Clause Samples

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. 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. The Company is a corporation duly organized, and validly existing under the laws of the State of Washington. 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 5.1, which are the only jurisdictions in which the ownership or leasing of the its assets or the conduct of its business requires such qualification, except where the failure to be so qualified would not individually or in the aggregate have a Material Adverse Effect on the Company, and no other jurisdiction has demanded, requested or otherwise indicated that the Company is required so to qualify. 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 Articles of Incorporation and all amendments thereto and of the Bylaws, as amended, of the Company have been delivered to Parent. The authorized capital of the Company consists of (1) 60,000,000 shares of common stock, $.001 par value per share, of which 4,295,769 have been issued and are outstanding, none are held as treasury shares and, except as set forth in SCHEDULE 5.1, none is reserved for any purpose, (2) 4,986,142 shares of Series A Preferred Stock, $.001 par value share, of which 4,686,666 shares have been issued and are outstanding, and are convertible into 5,957,627 shares of Common Stock, (3) 4,044,668 shares of Series B Preferred Stock, $.001 par value per share, of which 4,014,668 shares have been issued and are outstanding, and are convertible into 8,961,313 shares of Common Stock, and (4) 31,969,190 shares of Series C Preferred Stock, $.001 par value per share, of which 26,916,467 shares have been issued and are outstanding and are convertible into 26,916,467 shares of Common Stock. Except warrants to purchase an aggregate of (1) 112,632 shares of Common Stock, (2) 299,476 shares of Series A Preferred Stock (convertible into 380,691 shares of Common Stock), (3) 30,000 shares of Series B Preferred Stock (convertible into 66,964 shares of Common Stock) and (4) 4,422,587 shares of Series C Preferred Stock (convertible into 4,422,587 shares of Common Stock) and 10,680,026 options granted and outstanding under the Company's 1995 and 1999 Stock Option Plans, there are no agreements, arrangements, options, warrants, calls, rights or commitments of any character relating to the issuance, sale, purchase or red...

Organization and Capital Structure. Promptly, and in any event within three (3) Business Days after any changes to the information on Schedule 4.1, Company shall provide an updated Schedule 4.1 to Collateral Agent.

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) The Company is a corporation duly organized, 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 each of the jurisdictions listed in Schedule 5.1(a), which are the only jurisdictions in which the ownership or leasing of 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 to so qualify, in each case other than those jurisdictions where the failure to be so qualified 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. 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 to Parent. (b) The authorized capital of the Company consists of (i) 25,000,000 shares of Company Common Stock, of which 1,530,679 have been issued and are outstanding, none of which are held as treasury shares and, except as set forth in Schedule 5.1(b), none of which is reserved for any purpose; (ii) 10,411,429 shares of Company Preferred Stock, of which 476,192 shares of Series A convertible redeemable preferred stock, par value $1.00 per share ("Series A Preferred Stock") are issued and outstanding, 1,143,568 shares of Series B convertible redeemable preferred stock, par value $1.00 per share ("Series B Preferred Stock") are issued and outstanding, 3,166,669 shares of Series C convertible redeemable preferred stock, par value $1.00 per share ("Series C Preferred Stock") are issued and outstanding and 4,361,119 shares of Series D convertible redeemable preferred stock, par value $1.00 per share ("Series D Preferred Stock") are issued and outstanding, and none of which are held as treasury shares or are reserved for any purpose; and (iii) 1,000,000 shares of Special Preferred Stock, none of which have been issued or are outstanding. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable. Schedule 5.1(b) sets forth (i) as of February 29, 1996, the unpaid Accruing Dividends (whether or not declared) with respect to each holder of shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock and (ii) commencing on March ...

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. (b) The capital of the Company consists of (i) 276,301 shares, all of which are outstanding, of which 14,637 shares, held by Paribas North America, Inc., are non-voting, except as required by law. Except as set forth on Schedule 5.1(b), 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 Company Shares have been issued in violation of, or is subject to, any preemptive or subscription rights. Except as set forth in Schedule 5.1(b), 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. (c) Schedule 5.1(c) sets forth a list of all record owners of outstanding Company Shares, and the number of shares held on the date hereof. Each Shareholder has good and valid title to, and beneficial ownership of, the Company Shares shown on Schedule 5.1(c) as being owned by it, free from all Encumbrances except as set forth on Schedule 5.1(c).

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.