Capitalization; Constituent Documents. The entire authorized capital of GCSI consists of 100,000 shares of common stock, S1.00 par value per share, 92,410 shares of which are issued and outstanding and constitute the GCSI Shares. All of the GCSI Shares have been duly authorized and are validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require GCSI or any of its Subsidiaries to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to GCSI or any of its Subsidiaries. True and complete copies of the Articles of Incorporation and all amendments thereto, the bylaws as amended and currently in force, all stock records and all corporate minute books and records of GCSI and each of its Subsidiaries have been furnished for inspection by Buyer. Such stock records accurately reflect all share transactions and the current stock ownership of GCSI and each of its Subsidiaries. The corporate minute books and records of GCSI and its Subsidiaries contain true and complete copies of all resolutions adopted by the stockholders or the board of directors of GCSI and its Subsidiaries, and any other action formally taken by GCSI and its Subsidiaries.
Capitalization; Constituent Documents. The authorized equity of TARGET consists of 40,000,000 Units. As of the Effective Date, 12,320,003 Units and 820,778 Options are issued and outstanding. As of the Closing Date, 820,778 Options and 12,375,003 Units will be issued and outstanding; provided that up to an additional 100,000 Units may be issued to Gxxx Xxxxxxxxx in connection with a disputed claim therefor by him, which claim will be settled prior to the Closing Date, in which case the number of Units issued and outstanding as of the Closing Date will be no greater than 12,475,003 and the Sellers’ Committee will deliver an updated Exhibit A to this Agreement. All issued and outstanding Units, membership interests or shares of capital stock, as the case may be, of the TARGET and each of its Subsidiaries have been duly authorized and validly issued and are fully paid and for the Subsidiaries that are corporations, are nonassessable, and for TARGET and the Subsidiaries that are limited liability companies, the governing documents thereof provide for no right of assessment, and are not subject to any preemptive rights. Each Option entitles the holder thereof to receive one Unit upon the valid exercise thereof. Except for this Agreement, the Related Document and, as of the Effective Date, the Options (which Options shall, in accordance with the terms of the Option Plan, be exercised prior to, or automatically cancelled as of, the Closing), there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require TARGET or any of its Subsidiaries to issue, sell or otherwise cause to become outstanding any of its Units or equity, as the case may be. There are no outstanding or authorized equity appreciation, phantom equity, or similar rights with respect to TARGET or any of its Subsidiaries. True and complete copies of the articles of incorporation (or articles of organization, as the case may be) and all amendments thereto, the by-laws (or operating agreement, as the case may be) as amended and currently in force, all stock or membership interest records and all minute books for the years 2003, 2004, 2005 and 2006 (through July 31, 2006) and records of TARGET and each of its Subsidiaries have been furnished by the Sellers for inspection by the Buyer; provided, however, the minutes of the meetings of the Board of Managers and its Strategic Options Committee relating to the potential sale of th...
Capitalization; Constituent Documents. The authorized capital of Pine Tree Holdings consists of 1,000 shares of common stock, $0.01 par value per share, of which 1,000 shares are issued and outstanding. The authorized capital of Granby Holdings consists of 1,000 shares common stock, $0.01 par value per share, of which 100 shares are issued and outstanding. No shares of the capital stock of any of the Companies are preferred shares or held as treasury shares. The authorized capital of War Holdings consists of 1,000 shares of common stock, $0.01 par value per share, of which 100 shares are issued and outstanding. The record owners of all of the issued and outstanding capital stock or other equity interests of each of the Subsidiaries are as listed on Schedule 3.3. Except as set forth on Schedule 3.3, all of the Shares have been duly authorized and are validly issued, fully paid and nonassessable, free and clear of preemptive (or similar) rights and are held free and clear of any Liens, other than Permitted Liens. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require any of the Companies or any of the Subsidiaries to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, or similar rights with respect to any Company or its Subsidiaries. Except as set forth on Schedule 3.3, there are no voting trusts, proxies or other commitments, understandings, restrictions or arrangements in favor of any Person with respect to the voting of, or right to participate in dividends or other earnings, on any capital stock of any Company or Subsidiary.
Capitalization; Constituent Documents. The parties set forth in 8(d) of the Disclosure Schedule are the only record and beneficial holders of any Liens on the Purchased Assets. True and complete copies of the certificate of formation, operating agreement, articles of incorporation and all amendments thereto, bylaws, and shareholder agreement as amended, to the extent it is currently in force and effect, of Seller and Parent, as applicable, have been delivered by Seller and Parent to Purchaser. Parent owns all of the issued and outstanding Equity Interests in Seller.
