Ownership of Parent and Merger Sub. All of the outstanding Equity Interests of Parent and Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.
Ownership of Parent and Merger Sub. Merger Sub is a direct, wholly-owned subsidiary of Parent, and Parent is a direct, wholly-owned subsidiary of Guarantor.
Ownership of Parent and Merger Sub. The authorized capital stock of Merger Sub consists of 200 shares of common stock. All of the issued and outstanding shares of Merger Sub are owned by Parent. As of the date hereof, the authorized capital stock of Parent consists of 200 shares of common stock. As of the date hereof, all of the issued and outstanding shares of Parent are owned as set forth on Schedule 3.2.
Ownership of Parent and Merger Sub. The Schedule 13D filed with the SEC on December 28, 2005 by Flag Luxury Riv, LLC and certain other persons, as amended by Amendment No. 1 filed with the SEC on March 3, 2006, Amendment No. 2 filed with the SEC on March 23, 2006 and the draft Amendment No. 3 provided to the Company on the date hereof, sets forth the names of all "beneficial owners" of securities of Parent and Merger Sub, as such term is defined in Rule 13d-3 under the Exchange Act.
Ownership of Parent and Merger Sub. 35 SECTION 3.13. No Prior Activities 35 SECTION 3.14. Ownership Interest in the Company. 35 SECTION 3.15. No Vote Required. 35 ARTICLE IV 35 SECTION 4.01. Conduct of Business by the Company Pending the Merger 35 SECTION 4.02. No Solicitation 38 SECTION 4.03. Conduct of Business by Guarantor Pending the Merger 40 ARTICLE V 41 SECTION 5.01. Proxy Statement/Prospectus; Registration Statement 41 SECTION 5.02. Company Shareholders Meeting 43 SECTION 5.03. Access to Information; Confidentiality 43 SECTION 5.04. Consents; Approvals 44 SECTION 5.05. Agreements with Respect to Affiliates 44 SECTION 5.06. Indemnification and Insurance 44 SECTION 5.07. Notification of Certain Matters 46 SECTION 5.08. Further Action/Tax Treatment 46 SECTION 5.09. Public Announcements 47 SECTION 5.10. Guarantor Common Shares 47
Ownership of Parent and Merger Sub. All of the outstanding Equity Interests of Parent and Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent, and all of the issued and outstanding Equity Interests of Parent are, and at the Effective Time will be, owned directly or indirectly by the Equity Investors or their affiliates. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the transactions contemplated hereby, Merger Sub has not prior to the date hereof engaged in any business or other activities.
