Common use of Validity of Agreement; Capitalization Clause in Contracts

Validity of Agreement; Capitalization. This Agreement has been duly executed and delivered by the Sellers and the Company and constitutes a legal, valid and binding obligation of each of them, enforceable against them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by general equity principles. The Company's authorized capital consists of 5,000,000 shares of common stock, no par value, of which 4,037,255 are issued and 4,037,255 are outstanding. All of the issued and outstanding shares of the Company have been duly authorized and validly issued, are fully paid and nonassessable, have not been issued in violation of any preemptive or similar rights, and have been issued in compliance with all Applicable Laws (including state and federal securities laws). There are (and as of the Closing Date there will be) outstanding (i) no shares of capital stock or other voting securities of the Company other than as described above, no securities of the Company convertible into or exchangeable for shares of the capital stock or other voting securities of the Company, (ii) no options or other rights to acquire from the Company, and no obligation of the Company to issue or sell, any shares of its capital stock or other voting securities or any securities of the Company convertible into or exchangeable for such capital stock or voting securities, (iii) no equity equivalents, interest in the ownership or earnings, or other similar rights of or with respect to the Company, and (iv) no shares of any other entity owned by the Company. There are (and as of the Closing Date there will be) no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any shares, securities, options, equity equivalents, interests or rights. Sellers are (and at the Closing Date will be) the record and beneficial owners of, and upon consummation of the transactions contemplated hereby Buyer will acquire, good, valid and marketable title to, 883,310 shares of Common Stock held by Jamex X. Xxxxxxx xxx by Jamex X. Xxxxxxx xxx Helex X. Xxxxxxx xx Tenants by the Entireties and as joint tenants, and 520,185 shares of Common Stock held by Davix X. Xxxxxxx, xxee and clear of all Encumbrances, other than (i) those that may arise by virtue of any actions taken by or on behalf of Buyer or its affiliates or (ii) restrictions on transfer that may be imposed by federal or state securities laws. To the knowledge of the Sellers and the Company, there are no voting or other stockholders agreements to which any shares of Common Stock are subject.

Validity of Agreement; Capitalization. This Agreement has been duly executed and delivered by the Sellers and the Company and constitutes a legal, valid and binding obligation of each of them, enforceable against them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by general equity principles. The Company's authorized capital consists solely of 5,000,000 (i) 100 shares of common stockClass A Common Stock, no par value, of which 4,037,255 100 are issued and 4,037,255 outstanding, (ii) 60 shares of Class B Common Stock, no par value of which no shares are issued and outstanding and (iii) 100 shares of Class C Common Stock, no par value, of which no shares are issued and outstanding. The record and beneficial ownership of such shares is as set forth on Schedule 3.1(b) hereto. All of the issued and outstanding shares of the Company and each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, have not been issued in violation of any preemptive or similar rights, and have been issued in compliance with all Applicable Laws (including state and federal securities laws). There The Stock constitutes all shares of the outstanding capital stock of the Company. The Company owns 100% of the stock and equity interest of each Subsidiary. Except as set forth on Schedule 3.1(b), there are (and as of the Closing Date there will be) outstanding (i) no shares of capital stock or other voting securities of the Company other than as described aboveor any Subsidiary, (ii) no securities of the Company or any Subsidiary convertible into or exchangeable for shares of the capital stock or other voting securities of the CompanyCompany or such Subsidiary, (iiiii) no options options, warrants or other rights to acquire from the CompanyCompany or any Subsidiary, and no obligation of the Company or any Subsidiary to issue or sell, any shares of its capital stock or other voting securities or any securities of the Company or any Subsidiary convertible into or exchangeable for such capital stock or voting securities, (iiiiv) no equity equivalents, interest in the ownership or earnings, or other similar rights of or with respect to the CompanyCompany or any Subsidiary, and (ivv) no shares of any other entity owned by the CompanyCompany or any Subsidiary. There are (and as of the Closing Date there will be) no outstanding obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares, securities, options, equity equivalents, interests or rights. Sellers are Each Seller is (and at the Closing Date will be) the record and beneficial owners owner of, and upon consummation of the transactions contemplated hereby Buyer will acquire, good, valid and marketable title to, 883,310 the number of shares of Common Stock held by Jamex X. Xxxxxxx xxx by Jamex X. Xxxxxxx xxx Helex X. Xxxxxxx xx Tenants by set forth opposite the Entireties and as joint tenantsname of such Seller on Schedule 3.1(b), and 520,185 shares of Common Stock held by Davix X. Xxxxxxx, xxee free and clear of all Encumbrances, other than (i) those that may arise by virtue of any actions taken by or on behalf of Buyer or its affiliates or (ii) restrictions on transfer that may be imposed by federal or state securities laws. To the knowledge of the Sellers and the Company, there are no voting or other stockholders agreements to which any shares of Common Stock are subject.

Validity of Agreement; Capitalization. This Agreement has been duly executed and delivered by the Sellers Seller, Trey and the Company and constitutes a legal, valid and binding obligation of each of them, enforceable against them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by general equity principles. The Company's authorized capital consists of 5,000,000 400,000 shares of common stock, no $1.00 par value, of which 4,037,255 1,000 are issued and 4,037,255 are outstanding. The record and beneficial ownership of such shares is as set forth on Schedule 3.2 hereto. All of the issued and outstanding shares of the Company have been duly authorized and validly issued, are fully paid and nonassessable, have not been issued in violation of any preemptive or similar rights, and have been issued in compliance with all Applicable Laws (including state and federal securities laws). There Trey's authorized capital consists of 5,000,000 shares of common stock, no par value, of which 95,000 are issued and outstanding. The record and beneficial ownership of such shares is as set forth on Schedule 3.2 hereto. All of the issued and outstanding shares of Trey have been duly authorized and validly issued, are fully paid and nonassessable, have not been issued in violation of any preemptive or similar rights, and have been issued in compliance with all Applicable Laws (including state and federal securities laws). The Trey Shares and the Company Shares constitute all shares of the outstanding capital stock of Trey and the Company, respectively. Except as set forth on Schedule 3.2, there are (and as of the Closing Date there will be) outstanding (i) no shares of capital stock or other voting securities of Trey or the Company other than as described aboveCompany, no securities of Trey or the Company convertible into or exchangeable for shares of the capital stock or other voting securities of Trey or the Company, (iiiii) no options or other rights to acquire from the Trey or the Company, and no obligation of Trey or the Company to issue or sell, any shares of its their capital stock or other voting securities or any securities of the Trey or the Company convertible into or exchangeable for such capital stock or voting securities, (iiiiv) no equity equivalents, interest in the ownership or earnings, or other similar rights of or with respect to Trey or the Company, and (ivv) no shares of any other entity owned by Trey or the Company. There are (and as of the Closing Date there will be) no outstanding obligations of Trey or the Company to repurchase, redeem or otherwise acquire any shares, securities, options, equity equivalents, interests or rights. Sellers are The Seller is (and at the Closing Date will be) the record and beneficial owners of, and upon consummation of the transactions contemplated hereby Buyer will acquire, good, valid and marketable title to, 883,310 shares of Common Stock held by Jamex X. Xxxxxxx xxx by Jamex X. Xxxxxxx xxx Helex X. Xxxxxxx xx Tenants by the Entireties and as joint tenantsTrey Shares, and 520,185 shares of Common Stock held by Davix X. Xxxxxxx, xxee free and clear of all Encumbrances, other than (i) those that may arise by virtue of any actions taken by or on behalf of Buyer or its affiliates or (ii) restrictions on transfer that may be imposed by federal or state securities laws. To Except as set forth in Schedule 3.2, 9 Trey and the knowledge Company do not own, directly or indirectly, any capital stock or equity securities of any corporation or have any direct or equity ownership in any other Person (other than Trey's ownership of the Sellers and the Company, there are no voting or other stockholders agreements to which any shares of Common Stock are subject).

Validity of Agreement; Capitalization. This Agreement has been duly executed and delivered by the Sellers and the Company and constitutes a legal, valid and binding obligation of each of them, enforceable against them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by general equity principles. The Company's authorized capital consists of 5,000,000 (i) 10,000 shares of common stockCommon Stock, no par value, of which 4,037,255 4,622 2/9 shares are issued and 4,037,255 outstanding, (ii) 5,000 shares of Class A 8% Cumulative Preferred Stock, par value $1,000 per share, of which no shares are issued and outstanding and (iii) 1,000 shares Class B 4% Cumulative Preferred Stock, par value $1,000, of which 900 shares are issued and outstanding. The record and beneficial ownership of such shares is as set forth on Schedule 3.1(b) hereto. All of the issued and outstanding shares of the Company have been duly authorized and validly issued, are fully paid and nonassessable, have not been issued in violation of any preemptive or similar rights, and have been issued in compliance with all Applicable Laws (including state and federal securities laws). There The Stock constitutes all shares of the outstanding common stock of the Company. Except as set forth on Schedule 3.1(b), there are (and as of the Closing Date there will be) outstanding (i) no shares of capital stock or other voting securities of the Company other than as described aboveCompany, (ii) no securities of the Company convertible into or exchangeable for shares of the capital stock or other voting securities of the CompanyCompany , (iiiii) no options options, warrants or other rights to acquire from the Company, and no obligation of the Company to issue or sell, any shares of its capital stock or other voting securities or any securities of the Company convertible into or exchangeable for such capital stock or voting securities, (iiiiv) no equity equivalents, interest in the ownership or earnings, or other similar rights of or with respect to the Company, and (ivv) no shares of any other entity owned by the Company. There are (and as of the Closing Date there will be) no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any shares, securities, options, equity equivalents, interests or rights. Sellers are (and at the Closing Date will be) the record and beneficial owners of, and upon consummation of the transactions contemplated hereby Buyer will acquire, good, valid and marketable title to, 883,310 shares of Common Stock held by Jamex X. Xxxxxxx xxx by Jamex X. Xxxxxxx xxx Helex X. Xxxxxxx xx Tenants by the Entireties and as joint tenants, and 520,185 shares of Common Stock held by Davix X. Xxxxxxx, xxee and clear of all Encumbrances, other than (i) those that may arise by virtue of any actions taken by or on behalf of Buyer or its affiliates or (ii) restrictions on transfer that may be imposed by federal or state securities laws. To the knowledge of the Sellers and the Company, there are no voting or other stockholders agreements to which any shares of Common Stock are subject.any

Validity of Agreement; Capitalization. The Company has the full corporate power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action (including the unanimous approval of the Company's Board of Directors) and no other corporate proceeding on the part of the Company is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Sellers and the Company and constitutes a legal, valid and binding obligation of each of themthe Company, enforceable against them it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by general equity principles. The Company's authorized capital consists of 5,000,000 500,000 shares of common stock, no $1.00 par value, of which 4,037,255 2761.6379 are issued and 4,037,255 2217.6785 are outstanding. The record and beneficial ownership of such shares is as set forth on Exhibit 1 hereto. All of the issued and outstanding shares of the Company and all of the issued and outstanding shares of each Subsidiary that is a corporation have been duly authorized and validly issued, are fully paid and nonassessable, and have not been issued in violation of any preemptive or similar rights. The Company and its Subsidiaries have paid all required capital contributions to the extent due and payable with respect to all partnerships in which the Company or any Subsidiary is a partner. Except as set forth on Schedule 3.1(b), there are no Encumbrances other than restrictions on resale under applicable securities laws and have been issued except for any capital call or subsequent capital contribution provisions contained in compliance with any partnership agreement of a Subsidiary that is a partnership on any of the Stock or any of the outstanding equity ownership interests in any of the Subsidiaries. As of the date of this Agreement, the Stock constitutes all Applicable Laws (including state and federal securities lawsshares of the outstanding capital stock of the Company. Except as set forth on Schedule 3. l(b). There , there are (and as of the Closing Date there will be) outstanding (i) no shares of capital stock or other voting securities of the Company other than as described aboveor any Subsidiary, no securities of the Company or any Subsidiary convertible into or exchangeable for shares of the capital stock or other voting securities of the CompanyCompany or such Subsidiary, (ii) no options or other rights to acquire from the CompanyCompany or any Subsidiary, and no obligation of the Company or any Subsidiary to issue issue, redeem, or sell, any shares of its capital stock or other voting securities or any securities of the Company or any Subsidiary convertible into or exchangeable for such capital stock or voting securities, and (iii) no equity equivalents, interest in the ownership or earnings, or other similar rights of or with respect to the Company, and (ivCompany or any Subsidiary. Schedule 3. l(b) no shares sets forth a list of any other entity owned by the Company. There are (and as of the Closing Date there will be) no outstanding obligations of all entities in which the Company to repurchase, redeem or otherwise acquire any shares, securities, options, Subsidiary owns a material equity equivalents, interests or rights. Sellers are (and at the Closing Date will be) the record and beneficial owners of, and upon consummation of the transactions contemplated hereby Buyer will acquire, good, valid and marketable title to, 883,310 shares of Common Stock held by Jamex X. Xxxxxxx xxx by Jamex X. Xxxxxxx xxx Helex X. Xxxxxxx xx Tenants by the Entireties and as joint tenants, and 520,185 shares of Common Stock held by Davix X. Xxxxxxx, xxee and clear of all Encumbrances, interest other than (i) those that may arise by virtue of any actions taken by or on behalf of Buyer or its affiliates or the Subsidiaries and (ii) restrictions on transfer that may be imposed by federal investments in individual theatrical productions. In addition, Schedule 3.1(b) sets forth a list of all theatrical productions in which the Company had an investment balance as of September 30, 1997 in the amount of $100,000 or state securities laws. To the knowledge of the Sellers and the Company, there are no voting or other stockholders agreements to which any shares of Common Stock are subjectmore.

Validity of Agreement; Capitalization. This Agreement has been duly executed and delivered by the Sellers and the Company and constitutes a legal, valid and binding obligation of each of them, enforceable against them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors' ’ rights generally and by general equity principles. The Company's ’s authorized capital consists solely of 5,000,000 (i) 100 shares of common stockClass A Common Stock, no par value, of which 4,037,255 100 are issued and 4,037,255 outstanding, (ii) 60 shares of Class B Common Stock, no par value of which no shares are issued and outstanding and (iii) 100 shares of Class C Common Stock, no par value, of which no shares are issued and outstanding. The record and beneficial ownership of such shares is as set forth on Schedule 3.1(b) hereto. All of the issued and outstanding shares of the Company and each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, have not been issued in violation of any preemptive or similar rights, and have been issued in compliance with all Applicable Laws (including state and federal securities laws). There The Stock constitutes all shares of the outstanding capital stock of the Company. The Company owns 100% of the stock and equity interest of each Subsidiary. Except as set forth on Schedule 3.1(b), there are (and as of the Closing Date there will be) outstanding (i) no shares of capital stock or other voting securities of the Company other than as described aboveor any Subsidiary, (ii) no securities of the Company or any Subsidiary convertible into or exchangeable for shares of the capital stock or other voting securities of the CompanyCompany or such Subsidiary, (ii{iii) no options options, warrants or other rights to acquire from the CompanyCompany or any Subsidiary, and no obligation of the Company or any Subsidiary to issue or sell, any shares of its capital stock or other voting securities or any securities of the Company or any Subsidiary convertible into or exchangeable for such capital stock or voting securities, (iiiiv) no equity equivalents, interest in the ownership or earnings, or other similar rights of or with respect to the CompanyCompany or any Subsidiary, and (ivv) no shares of any other entity owned by the CompanyCompany or any Subsidiary. There are (and as of the Closing Date there will be) no outstanding obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares, securities, options, equity equivalents, interests or rights. Sellers are Each Seller is (and at the Closing Date will be) the record and beneficial owners owner of, and upon consummation of the transactions contemplated hereby Buyer will acquire, good, valid and marketable title to, 883,310 the number of shares of Common Stock held by Jamex X. Xxxxxxx xxx by Jamex X. Xxxxxxx xxx Helex X. Xxxxxxx xx Tenants by set forth opposite the Entireties and as joint tenantsname of such Seller on Schedule 3.1(b), and 520,185 shares of Common Stock held by Davix X. Xxxxxxx, xxee free and clear of all Encumbrances, other than (i) those that may arise by virtue of any actions taken by or on behalf of Buyer or its affiliates or (ii) restrictions on transfer that may be imposed by federal or state securities laws. To the knowledge of the Sellers and the Company, there are no voting or other stockholders agreements to which any shares of Common Stock are subject.