Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable.
(b) Set forth on Schedule 5.03 is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Security Instruments), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such Subsidiary. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.03.
Ownership of Borrower; Subsidiaries. (a) As of the Closing Date, the authorized capital stock of the Borrower consists of 75,000,000 shares of common stock, $0.01 par value per share, of which 12,591,075 shares were issued and were outstanding as of November 9, 2004 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. Except as set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries), no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right, and there are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares.
(b) Set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. No Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to a Security Agreement), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments).
Ownership of Borrower; Subsidiaries. (a) Set forth on Schedule 4.3 (Capitalization) is a complete and accurate list showing, as of the Effective Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Effective Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower or any Subsidiary of the Borrower. Except as set forth on Schedule 4.3 (Capitalization), no Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower or any other Subsidiary of the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Pledge and Security Agreement). Except as set forth on Schedule 4.3 (Capitalization), neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents.
Ownership of Borrower; Subsidiaries. All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable.
Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non assessable. No Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right other than as set forth on Schedule 4.3, as such Schedule may be amended from time to time by the Borrower during the period from the Closing Date to the Commitment Termination Date.
(b) Set forth on Schedule 4.3 hereto is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its incorporation, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower.
Ownership of Borrower; Subsidiaries. (a) As of the Effective Date, the authorized capital stock of the Borrower consists of 10,000,000 shares of common stock, $0.01 par value per share, of which 3,500,000 shares are issued and outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable and is owned beneficially and of record by the Persons listed on Schedule 5.4.
(b) Each of the Borrower’s Subsidiaries is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all corporate or other organizational powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.
Ownership of Borrower; Subsidiaries of the Credit Agreement is amended in its entirety to read as follows:
Ownership of Borrower; Subsidiaries. (a) As of the Effective ----------------------------------- Date, the authorized capital Stock of the Borrower consists of 1,000,000 shares of common stock, $0.01 par value per share, of which 1,000 shares are issued and outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and nonassessable and is owned beneficially by Resources, free and clear of all Liens other than the Lien granted to the Bank under the Pledge Agreement. No authorized but unissued shares, no treasury shares and, to the best knowledge of the Borrower, no other outstanding shares of capital stock of the Borrower are subject to any option, warrant, right of conversion or purchase or any similar right. There are no agreements or understandings with respect to the voting, sale or transfer of any shares of capital stock of the Borrower, or to the best knowledge of the Borrower, any agreement restricting the transfer or hypothecation of any such shares.
(b) The Borrower does not and will not have any Subsidiaries. Set forth on Schedule 4.7(b) hereto is a complete and accurate list showing, as of the Effective Date, all Subsidiaries of the Loan Parties and, as to each such Subsidiary, the jurisdiction of its incorporation, the number of shares of each class of Stock authorized, the number outstanding on the date hereof and the percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower, Resources or Production respectively.
Ownership of Borrower; Subsidiaries. All of the direct and indirect interests in Borrower are owned by the parties and in the manner set forth in Schedule 2.3, which Schedule also identifies all Subsidiaries of Borrower. Borrower’s statutory agent for service of process in each state in which its Property is located is also set forth in Schedule 2.3.
Ownership of Borrower; Subsidiaries. The Borrower is authorized to issue 50,000 shares of common stock, $1.00 each par value per share, of which 50,000 shares are issued and outstanding, and no other Stock of the Borrower is authorized, issued or outstanding. All of the issued shares of the Borrower have been validly issued, are fully paid and non-assessable and are owned beneficially and of record by (and registered in the name of) Holdco II, free and clear of all Liens. No Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right. There are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. The Parent has no Subsidiary other than Holdco I, Holdco I has no Subsidiary other than Holdco II, Holdco II has no Subsidiary other than the Borrower and the Borrower has no Subsidiaries;
