Capital Corporation. All of the issued and outstanding shares of Capital Stock are fully paid and non-assessable. The Company has made available to the Purchasers complete and correct copies of the Option Plans, and all forms of options and warrants listed above.
Capital Corporation. Seller shall have obtained, on or before fifteen (15) days after the Effective Date, the written agreement of General Electric Capital Corporation (GEC) which holds a security interest in the Property pursuant to the Credit Agreement, dated as of December 31, 1996 between Seller and GEC to permit the sale and conveyance of the Property to Purchaser in accordance with the terms of this Agreement. If such written agreement is not obtained on or before fifteen (15) days after the Effective Date, then this Agreement shall be deemed void and of no effect and neither party shall have any liability to the other, except that Seller shall cause the Escrow Agent to refund the Xxxxxxx Money Deposit to Purchaser. The conveyance of the Property to Purchaser must be free of any interest of G.E. Capital Corporation in the Property.
Capital Corporation. The agreements for the purchase of the Series B shares shall incorporate substantially the terms and conditions set forth on Exhibit A attached hereto, and otherwise shall be in form and substance satisfactory to WL Homes and to Xxxxxxx-Del. (f) The parties contemplate that Xxxxxxx-Xxx.'s 12-1/2% Senior Notes due 2001 (the "Xxxxxxx Notes") shall remain outstanding without modification following consummation of the Transactions. The parties shall use reasonable efforts to structure the Transactions so as to eliminate the need to obtain any consents to the Transactions from holders of the Xxxxxxx Notes. (g) Xxxxxxx and WL Homes shall have received all required regulatory approvals (including, without limitation, expiration of the applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act) and third party consents (including, without limitation, lender consents), in each case without the imposition of any condition which is reasonably unacceptable to Xxxxxxx or WL Homes. The parties shall use reasonable efforts to structure the Transactions so as to eliminate the need to obtain any consents to the Transactions from the lenders under Xxxxxxx'x existing bank credit facility (the "Xxxxxxx Bank Facility").
Capital Corporation. By: ---------------------------- Name: Title:
Capital Corporation. (e) The parties contemplate that Presxxx-Xxx.'s 12 1/2 % Senior Notes due 2001 (the "Presxxx Xxxes") shall remain outstanding without modification following consummation of the Transactions. The parties shall use reasonable efforts to structure the Transactions so as to eliminate the need to obtain any consents to the Transactions from holders of the Presxxx Xxxes.
Capital Corporation. (e) The parties contemplate that Presley-Del.'s 12 1/2% Sxxxxx Xxxxx due 2001 (the "Presley Notes") shall rexxxx xxtstanding without modification following consummation of the Transactions. The parties shall use reasonable efforts to structure the Transactions so as to eliminate the need to obtain any consents to the Transactions from holders of the Presley Notes.
Capital Corporation. The Company, following the Closing, will adopt a stock incentive plan for the employees of the Company and its Subsidiaries. Pursuant to Article 2 of the Acquisition Agreement, the Company may issue further shares of common stock to The Xxxxxxxxxx.
Capital Corporation. By: ------------------------------- Title: ---------------------------- MCG Finance Corporation
Capital Corporation. Messrs Xxxxx Xxxxxxxxxxx and Xxxxxx Xxxxx to report on the "The Evaluation of the Property as well as the entire Detrital Wash Basin".
Capital Corporation. By: ----------------------------------- Petex X. Xxxxxxx Senior Vice President LIDDELL INVESTMENTS, L.L.C. By: ----------------------------------- Name: Title: CD HOLDING COMPANY L.L.C. By: ----------------------------------- Name: Title: LIDDELL HOLDINGS COMPANY , L.L.C. By: ----------------------------------- Name: Title: WEXFORD SPECIAL SITUATIONS 1996, L.P. By: ----------------------------------- Name: Title: XXXXXXX XXXCIAL SITUATIONS 1996 INSTITUTIONAL, L.P. By: -------------------------------------- Name: Title: WEXFORD SPECIAL SITUATIONS 1996, LIMITED By: -------------------------------------- Name: Title: WEXFORD-EURIS SPECIAL SITUATIONS 1996, L.P. By: -------------------------------------- Name: Title: WEXFORD SPECTRUM INVESTORS L.L.C. By: -------------------------------------- Name: Title: WEXFORD CAPITAL PARTNERS II, L.P. By: -------------------------------------- Name: Title: WEXFORD OVERSEAS PARTNERS I, L.P. By: -------------------------------------- Name: Title: DLB EQUITIES, L.L.C. By: ----------------------------------- Name: Title: Address: ------------------------- ------------------------- ------------------------- EXHIBIT A SHAREHOLDERS NAME ADDRESS ---- ------- Liddell Investments, L.L.C. 6307 Xxxxxxxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxx Xxxx, XX 00000 XD Holding Company L.L.C. 411 Xxxx Xxxxxx Xxxxxx Greenwich, CT 06830 Attn: Arthxx Xxxxx Xiddell Holdings Company, L.L.C. 6307 Xxxxxxxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxx Xxxx, XX 00000 Xexford Special Situations 1996, L.P. 411 Xxxx Xxxxxx Xxxxxx Greenwich, CT 06830 Attn: Arthxx Xxxxx Xexford Special Situations 1996 Institutional, L.P. 411 Xxxx Xxxxxx Xxxxxx Greenwich, CT 06830 Attn: Arthxx Xxxxx Xexford-Euris Special Situations 1996, L.P. 411 Xxxx Xxxxxx Xxxxxx Greenwich, CT 06830 Attn: Arthxx Xxxxx Xexford Spectrum Investors L.L.C. 411 Xxxx Xxxxxx Xxxxxx Greenwich, CT 06830 Attn: Arthxx Xxxxx Xexford Capital Partners II, L.P. 411 Xxxx Xxxxxx Xxxxxx Greenwich, CT 06830 Attn: Arthxx Xxxxx Xexford Overseas Partners I, L.P. 411 Xxxx Xxxxxx Xxxxxx Greenwich, CT 06830 Attn: Arthxx Xxxxx
