Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxx, Chief Counsel - General Corporate, of the Company, shall have furnished to the Underwriters his written opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, to the effect that:
(i) The Company has an authorized capitalization as set forth and described in the Final Prospectus, and all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company; securityholders of the Company have no preemptive or other similar rights with respect to the Securities arising out of the certificate of incorporation or the by-laws of the Company or the Delaware General Corporation Law ("DGCL"); except as disclosed in the Final Prospectus, there are no rights of any person, corporation or other entity to require registration of any securities in connection with the filing of the Registration Statement and the issuance and sale of the Securities to the Underwriters pursuant to this Agreement and the applicable Pricing Agreements; the Securities to be issued and sold to the Underwriters pursuant to this Agreement, the applicable Pricing Agreements and the applicable Securities Agreements conform in all material respects to the descriptions thereof contained in the Final Prospectus;
(ii) All issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and (except as described in the Final Prospectus and except for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, other than any lien, encumbrance, equity or claim which would not have a Material Adverse Effect;
(iii) The Company and each Significant Subsidiary has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified and in good standing would not have a Material Adverse Effect;
(iv) Each Insurance Subsidiary that is required to be organized or licensed as an insurance company in its jurisdiction of inco...
Xxxxxxx X. Xxxxxx.....................
Xxxxxxx X. X.; XxXxxxxxxx, X. X.;
Xxxxxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxxx X. Xxxxx, Xx. Xxxx X. Xxxxxx, Xx. Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxxxxxxx / Mayor to act as the Chief Executive Officer
Xxxxxxx X. Xxxxxxxx...........................................................
Xxxxxxx X. Xxxxxxxxxxxx, President
Xxxxxxx X. Xxxxx and VALIC are approved to receive contributions to the 403(b) matching plan. VALIC will become the exclusive recipient of the School Corporation’s matching 401(a) contribution beginning with the 2010-2011 school contract year. This change of carrier will not impact funds already invested with Xxxxxxx X. Xxxxx unless the individual teacher makes the decision to move his/her individual account to VALIC. There is no requirement that the teacher move any funds currently invested with Xxxxxxx X. Xxxxx to the VALIC Account.
