Capitalization; Financial Statements. (a) The authorized equity securities of IPCH consist of 500,000 shares of Common Stock of which 153,194 shares are issued and outstanding, 100 shares of Series D Preferred Stock, none of which shares are issued and outstanding, 35,000 shares of Series E Preferred Stock, of which 29,000 shares are issued and outstanding and 14,900 shares of undesignated preferred stock, none of which are issued and outstanding. All of the outstanding equity securities of IPCH have been duly authorized and validly issued and are fully paid and nonassessable. Schedule 3.8(a) sets forth a --------------- list of the holders of IPCH's outstanding common stock, Series D Preferred Stock and Series E Preferred Stock, together with a list of all options and warrants for the purchase of any class of equity securities of IPCH, true and correct copies of which options and warrants have been delivered to Inergy Holdings. Other than as set forth on Schedule 3.8(a), there are no --------------- contracts relating to the issuance, sale, or transfer of any equity securities or other securities of IPCH. None of the outstanding equity securities, warrants, options or other securities of IPCH was issued in violation of the Securities Act or any other law. Except as described in Schedule 3.1 attached hereto, IPCH does not own, or have any right to ------------ acquire, any equity securities or other securities of any Person (other than IPCH) or any direct or indirect equity or ownership interest in any other business. To the Knowledge of IPCH, each of the IPCH Stockholders is an "accredited investor" under Regulation D of the SEC.
Capitalization; Financial Statements. (a) The authorized equity securities of Company and each of its subsidiaries is set forth on Schedule 3.4(a). All issued and outstanding shares of capital stock, as the case may be are validly issued and are fully paid, nonassessable and free of preemptive rights or Encumbrances, and are held of record and beneficially by Stockholders with respect to Company, and by Company with respect to its subsidiaries, as set forth in Schedule 3.4(a) hereto.
Capitalization; Financial Statements. On September 30, 2003, the Partnership had, on the consolidated basis indicated in the Prospectus (and any amendment or supplement thereto), a capitalization as set forth therein. The historical financial statements, together with related schedules and notes, included in the Registration Statement and the Prospectus (and any amendment or supplement thereto), present fairly in all material respects the financial condition, results of operations, cash flows and changes in financial position of the entities purported to be shown thereby on the basis stated in the Registration Statement at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein. The summary and selected historical and pro forma financial information set forth in the Registration Statement, the Preliminary Prospectus, and the Prospectus (and any amendment or supplement thereto) under the captions “Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical combined and consolidated financial statements and pro forma financial statements from which such information has been derived. The pro forma financial statements of the Partnership included in the Registration Statement, the Preliminary Prospectus and the Prospectus (and any amendment or supplement thereto) have been prepared in all material respects in accordance with the applicable accounting requirements of Article 11 of Regulation S-X of the Commission; the assumptions used in the preparation of such pro forma financial statements are, in the opinion of the management of the Partnership Entities, reasonable; and the pro forma adjustments reflected in such pro forma financial statements have been properly applied to the historical amounts in compilation of such pro forma financial statements. No other financial statements or schedules are required to be included in the Registration Statement.
