Common use of FAC Clause in Contracts

FAC. (i) At the Closing Date, the authorized capital stock of FAC will consist of one thousand (1,000) shares of FAC common stock, no par value per share ("FAC Common Stock"), all of which shares will be issued and outstanding and owned beneficially and of record by Frederick. At the Closing Date, all outstanding shares of FAC Common Sto▇▇ ▇▇▇▇ ▇ave been duly authorized and validly issued and will be fully paid and non-assessable, and none of the outstanding shares of FAC Common Stock will have been issued in violation of the preemptive rights of any person, firm or entity. As of the Closing Date, there will be no Rights authorized, issued or outstanding with respect to the capital stock of FAC. (ii) FAC will, at the Closing Date, be a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, will have the full power and authority to execute and deliver this Agreement and to enter into the Merger and perform the transactions contemplated hereby.

FAC. (i) At the Closing Date, the authorized capital stock of FAC will consist of one thousand (1,000) shares of FAC common stock, no par value per share ("FAC Common Stock"), all of which shares will be issued and outstanding and owned beneficially and of record by FrederickFred▇▇▇▇▇. At ▇t the Closing Date, all outstanding shares of FAC Common Sto▇▇ ▇▇▇▇ ▇ave Stock will have been duly authorized and validly issued and will be fully paid and non-assessable, and none of the outstanding shares of FAC Common Stock will have been issued in violation of the preemptive rights of any person, firm or entity. As of the Closing Date, there will be no Rights authorized, issued or outstanding with respect to the capital stock of FAC. (ii) FAC will, at the Closing Date, be a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, will have the full power and authority to execute and deliver this Agreement and to enter into the Merger and perform the transactions contemplated hereby.