Organization and Good Standing; Capitalization. The Company is a corporation duly organized and existing and in good standing under the laws of its jurisdiction of incorporation. The Company has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which it is doing business, except where failure to be so qualified or in good standing, singly or in the aggregated, has not had and will not have a Material Adverse Effect.
Organization and Good Standing; Capitalization. (a) The Company (and each Subsidiary) is duly organized, validly existing and in good standing under the laws of the state of Nevada and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted. The Company is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such qualification or authorization.
(b) All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. Except as disclosed on Schedule 4.1(b) (i) there is no option, warrant, call, right, commitment or other agreement of any character to which the Company is a party, (ii) there are no securities of the Company outstanding which upon conversion or exchange, and (iii) there are no share appreciation rights, or other similar rights based on securities of the Company which, in the case of clause (i), (ii) or (iii), would require the issuance, sale or transfer of any additional shares of capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase share capital or other equity securities of the Company. Other than as contemplated by this Agreement or Transaction Documents (as defined in Section 4.2), the Company is not a party to, nor is it aware of, any voting trust or other voting, stockholders or similar agreement with respect to any of the securities of the Company or of any agreement relating to the issuance, sale, redemption, transfer or other disposition of the shares of capital stock on other securities of the Company.
Organization and Good Standing; Capitalization. (i) The Company has been duly organized and is validly existing as a corporation in active status under the laws of the state of Florida and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and to enter into and perform its obligations under, or as contemplated under, this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect.
(ii) Each subsidiary of the Company that is set forth on Schedule V hereto (the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect.
(iii) Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Significant Subsidiary. The Company has an authorized capitalization as set forth in the Registration Statement, the Disclosure Package and the Prospectus under the heading “Capitalization.”
Organization and Good Standing; Capitalization. (a) The Company is duly organized and validly existing under the laws of the State of Nevada and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted. The Company is duly qualified or authorized to transact business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such qualification or authorization, except where the failure to so qualify would not have a Material Adverse Effect.
(b) The authorized and issued capital stock of the Company immediately prior to the Closing Date and the legal and beneficial ownership thereof is as set forth on Schedule 4.1(b). All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable.
(c) Except as disclosed on Schedule 4.1(c), (i) there is no option, warrant, call, right, commitment or other agreement of any character to which the Company is a party, (ii) there are no securities of the Company outstanding which, upon conversion or exchange, and (iii) there are no stock appreciation rights, or other similar rights based on securities of the Company which, in the case of clause (i), (ii) or (iii), would require the issuance, sale or transfer of any additional shares of capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of the Company. Except as disclosed on Schedule 4.1(c) and other than this Agreement the Company is not a party to, nor is it aware of, any voting trust or other voting agreement with respect to any of the securities of the Company or to any agreement relating to the issuance, sale, redemption, transfer or other disposition of the capital stock of the Company.
Organization and Good Standing; Capitalization. (a) The Company is 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, lease and operate its properties and assets and to carry on its business as now conducted. The Company is duly qualified or authorized to do business as a foreign corporation and, except as specifically stated therein, is in good standing under the laws of each jurisdiction specified on Schedule 4.1(a), which includes each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such qualification or authorization except where the failure to so qualify would not individually, or in the aggregate, result in a Material Adverse Effect.
(b) The authorized and issued capital stock of the Company immediately prior to and immediately after the Closing is as set forth on Schedule 4.1(b). Except as disclosed on Schedule 4.1(b), (i) there is no option, warrant, call, right, commitment or other agreement of any character to which the Company is a party requiring, (ii) there are no securities of the Company outstanding which upon conversion or exchange would require, and (iii) there are no stock appreciation rights, or other similar rights based on securities of the Company, which would require the issuance, sale or transfer of any additional shares of capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of the Company. Except as disclosed on Schedule 4.1(b) and other than this Agreement, the Company is not a party to, nor is it aware of, any voting trust or other voting agreement or with respect to any of the securities of the Company or to any agreement relating to the issuance, sale, redemption, transfer or other disposition of the capital stock of the Company. Except as disclosed on Schedule 4.1(b) and other than this Agreement, there are no securities of the Company that are entitled to registration rights and the Company is not a party to, nor is it aware of, any registration rights agreement or other agreement with respect to the registration of any of the securities of the Company.
Organization and Good Standing; Capitalization. (a) Each of the Company and the Guarantors is a corporation duly organized and existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Company and the Guarantors has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which it is doing business, except where failure to be so qualified or in good standing, singly or in the aggregate, has not had and will not have a Material Adverse Effect or a material adverse effect on the ability of the Company or its subsidiaries to consummate the Transactions and to execute, deliver and perform its respective obligations under the Loan Documents, the Senior Credit Facility and each other document or instrument to be delivered in connection with the Transactions executed or to be executed by it.
(b) All of the Subsidiaries of the Company and all of the LLCs as of the Closing Date are identified and their respective ownership structure and jurisdiction of incorporation disclosed in Schedule B. The Capital Stock of each ---------- of the Subsidiaries of the Company and each LLC identified in Schedule B is duly ---------- authorized, validly issued, fully paid and nonassessable and none of such capital stock constitutes Margin Stock.
(c) As of the Closing Date and after giving effect to the Transactions, there are issued and outstanding shares of Common Stock of the Company. Such shares of Common Stock of the Company have been duly and validly issued, fully paid and nonassessable. Except as provided in the Stockholders Agreement, no stockholder of the Company has or will have any preemptive rights to subscribe for any additional equity securities of the Company. Any issuance and sale of Common Stock of the Company, upon such issuance and sale, will either (a) have been registered or qualified under applicable federal and state securities laws or (b) be exempt therefrom.
Organization and Good Standing; Capitalization. (a) The Company is duly organized and validly existing under the laws of the British Virgin Islands and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted, except where the lack thereof would not have a Material Adverse Effect (as defined in Section 9.1
Organization and Good Standing; Capitalization. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as it is now being conducted. As of the Effective Time, the Company’s authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. Immediately prior to the Effective Time. The Company has issued no capital stock.
Organization and Good Standing; Capitalization. (a) The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. The Company and each of its Subsidiaries has the requisite corporate power and authority to own, lease or otherwise hold the assets owned, leased or otherwise held by it and to carry on the Business as presently conducted by it. Neither the Company nor any of its Subsidiaries is required to be qualified as a foreign corporation in any other state of the United States as a result of its ownership or lease of property or the conduct of the Business. Each Subsidiary of the Company is a direct wholly-owned subsidiary of the Company.
(b) The authorized capital of the Company consists of 100,000 shares of Common Stock, of which 39,599.82 shares are issued and outstanding. Attached hereto as Schedule 3.1.1(b) is a list of each Shareholder and the number of shares of Common Stock owned by each Shareholder as indicated in the stock records of the Company. In addition, Schedule 3.1.1(b) includes a list of the participants having an account in the Skinny’s, Inc. Employees’ Stock Ownership Plan and Trust (the “ESOP”), along with shares allocated by participant, and each participant’s address and Social Security number. The shares of Common Stock indicated on Schedule 3.1.1(b) constitute the only issued and outstanding shares of capital stock of the Company, have been duly authorized and are validly issued, fully paid and non-assessable. There are no outstanding securities, rights or obligations which are convertible into, exchangeable for, or exercisable to acquire any capital stock or other equity securities of the Company or any of its Subsidiaries. There are no outstanding contractual obligations, commitments or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company, except pursuant to the statutory put option obligation of the ESOP. The shares of Common Stock owned by the Xxxxx Shareholders are not subject to any preemptive right, right of first refusal or other right or restriction. Each Xxxxx Shareholder is the record and beneficial owner of, and has good and valid title to, the number of shares attributed to such Shareholder on Schedule 3.1.1(b), free and clear of any Liens.
Organization and Good Standing; Capitalization. (a) The Company is 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, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted. The Company is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such qualification or authorization.
(b) The capital stock of the Company is as set forth on Schedule 4.1(b).
