Organization of Trust. 28 SECTION 5. COVENANTS OF THE COMPANY PARTIES............................................................ 29 5.1 Making of Covenants and Agreements............................................................. 29 5.2 Confidential Information; Non-Solicitation; Unfair Competition................................. 29
Organization of Trust. On June 4, 2009, the Predecessor’s stockholders approved a plan of complete liquidation and dissolution of the Predecessor (the “Plan”) including creation of the Trust pursuant to Section 275 of the DGCL. Pursuant to the Plan, the Predecessor filed Articles of Dissolution, effective as of June 12, 2009, with the Delaware Secretary of State. The Plan provides, among other things, that the Board will cause the Predecessor to dispose of all of the assets of the Predecessor wind up its affairs, pay or adequately provide for the payment of all of its liabilities and distribute to or for the benefit of its stockholders all of the Predecessor’s assets, including interests in any liquidating trust established in connection with the complete liquidation of the Predecessor. The Trust is a “successor entity,” as defined in Section 280(e) of the DGCL, ofthe Predecessor.
Organization of Trust. The Trust is duly organized and validly existing and Shamrock PTC, LLC is the sole trustee of the Trust.
Organization of Trust. The Trust is duly organized and validly existing and Xxxxxxxxxx is the sole trustee of the Trust.
Organization of Trust. The Xxxxxxx and Xxxxxxx Xxxxxxxx Family Trust was established on February 28, 1994 under the laws of the State of California by Xxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx, as Settlors and Trustees (as Trustees, hereinafter referred to as the "Trustees"), is currently, and since February 28, 1994 has continuously been, in full force and effect and has not been revoked, modified or amended. Each of the Trustees, acting singly or together, has full right, authority, power and capacity to sell the Company Shares pursuant to the terms of this Agreement.
Organization of Trust. Xxxxxxx-Xxxxx has the full power and authority to enter into and carry out this Agreement and the transactions contemplated by this Agreement. This Agreement and each of the other documents described in this Agreement have been duly authorized by Xxxxxxx-Xxxxx, which executed and delivered to Buyer, will constitute legal, valid, and binding obligations enforceable against Xxxxxxx-Xxxxx in accordance with the terms of such documents subject to applicable laws relating to or affecting the rights of creditors generally and subject to enforceability under general equity principles.
Organization of Trust
