Transferred Companies. (a) Schedule I hereto sets forth a complete list of all of the Transferred Companies and their respective jurisdictions of organization. Except as set forth in Section 3.3 of the disclosure schedule being delivered by Parent and Holdings to Acquiror concurrently herewith (the "Holdings Disclosure Schedule"), (i) those direct and indirect subsidiaries of Holdings listed on Schedule I hereto (the "Transferred Companies") are the only subsidiaries or Affiliates of Parent or Holdings that presently are actively engaged in the conduct of the Business and (ii) none of the Transferred Companies owns any equity interest in any corporation or other entity, other than another Transferred Company. Each Transferred Company is duly organized, validly existing and (in the case of those Transferred Companies that are incorporated in a jurisdiction where such expression has legal significance) in good standing under the laws of its jurisdiction of organization and has all requisite corporate or other power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is presently being conducted, except where the failure to be so organized, existing or in good standing or to have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect on the Business (as hereinafter defined). Each of the Transferred Companies is duly qualified to do business, and is in good standing, in each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties makes such qualification necessary, except where the failure to be so qualified and in good standing would not individually or in the aggregate, have a Material Adverse Effect on the Business.
Transferred Companies. Section 5.4 of the Disclosure Schedule lists for each Transferred Company (other than Denmark Newco) the amount of its authorized capital stock, the amount of its outstanding capital stock and the record owners of such outstanding capital stock. Upon its organization and as of the Closing Date, all of the issued and outstanding capital stock of Denmark Newco will be owned of record by ED&F Man Holdings BV or another direct or indirect wholly-owned subsidiary of ED&F. All of the outstanding shares of capital stock of each Transferred Company are duly authorized, validly issued, fully paid, and non-assessable. Except as set forth in Section 5.4 of the Disclosure Schedule, there are outstanding no securities convertible into, exchangeable for or carrying the right to acquire equity securities of a Transferred Company, or subscriptions, warrants, options, rights (including preemptive rights), stock appreciation rights, phantom stock interests, or other arrangements or commitments obligating any Transferred Company to issue or dispose of any of its respective equity securities or any ownership interest therein. The consummation of the transactions contemplated hereby will not cause any Encumbrances to be created or suffered on the capital stock of any Transferred Company, other than Encumbrances created by Parent or any Affiliate of Parent. Except as set forth in Section 5.4 of the Disclosure Schedule, there are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever between ED&F or any Transferred Company on the one hand and any Person on the other hand with respect to the capital stock of any Transferred Company. Other than another Transferred Company as listed in Section 5.4 of the Disclosure Schedule, none of the Transferred Companies owns, directly or indirectly, any stock of or any other equity interest in any other Person.
Transferred Companies. 3.3(a) Transferred Liabilities .................................................... 1.7
Transferred Companies. 1 Trust....................................................................20 U.S. Attorney............................................................15 SECURITIES CONTRIBUTION AGREEMENT THIS SECURITIES CONTRIBUTION AGREEMENT (the "AGREEMENT") is entered into as of this 3rd day of July, 2003 by and among Empire Resorts, Inc., a Delaware corporation (together with its successors and permitted assigns, "EMPIRE"), Catskill Development, L.L.C., a New York limited liability company ("CATSKILL"), BKB, LLC, a New York limited liability company, Americas Tower Partners, a New York general partnership (BKB, LLC and Americas Tower Partners collectively, the "MRD MEMBERS".
Transferred Companies. 15 3.4 CAPITALIZATION; OWNERSHIP OF SHARES....................16 3.5 CONSENTS AND APPROVALS; NO VIOLATION...................17 3.6 FINANCIAL INFORMATION; ABSENCE OF UNDISCLOSED LIABILITIES17
Transferred Companies. Each of Sellers represents and warrants to Buyers that each of the statements contained in this Article IV is true and correct as the Closing Date.
Transferred Companies. Section 5.4 of the Disclosure Schedule lists for each Transferred Company the amount of its authorized capital stock, the amount of its outstanding capital stock and the record owners of such outstanding capital stock. All of the outstanding shares of capital stock of each Transferred Company are duly authorized, validly issued, fully paid, and non-assessable. Except as set forth in Section 5.4 of the Disclosure Schedule, there are outstanding no securities convertible into, exchangeable for or carrying the right to acquire equity securities of a Transferred Company, or subscriptions, warrants, options, rights (including preemptive rights), stock appreciation rights, phantom stock interests, or other arrangements or commitments obligating any Transferred Company to issue or dispose of any of its respective equity securities or any ownership interest therein. The consummation of the transactions contemplated hereby will not cause any Encumbrances to be created or suffered on the capital stock of any Transferred Company, other than Encumbrances created by Parent or any Affiliate of Parent. Except as set forth in Section 5.4 of the Disclosure Schedule, there are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever between ED&F or any Transferred Company on the one hand and any Person on the other hand with respect to the capital stock of any Transferred Company. Other than another Transferred Company as listed in Section 5.4 of the Disclosure Schedule, none of the Transferred Companies owns, directly or indirectly, any stock of or any other equity interest in any other Person.
Transferred Companies. U.S. Managers Life Insurance Company, Ltd. and Financial Services Reinsurance, Ltd.
Transferred Companies. 1 Trust..................................................................................................23 U.S. Attorney..........................................................................................16 Watertone...............................................................................................1 AMENDED AND RESTATED SECURITIES CONTRIBUTION AGREEMENT ------------------------------------------------------ THIS AMENDED AND RESTATED SECURITIES CONTRIBUTION AGREEMENT (the "AGREEMENT") is entered into as of this 12th day of December, 2003 by and among Empire Resorts, Inc., a Delaware corporation (together with its successors and permitted assigns, "EMPIRE"), Alpha Monticello, Inc., a Delaware corporation ("ALPHA MONTICELLO"), Catskill Development, L.L.C., a New York limited liability company ("CATSKILL"), Monticello Realty L.L.C., a Delaware limited liability company ("MONTICELLO REALTY"), Americas Tower Partners, a New York general partnership ("ATP"), Watertone Holdings, LP, a Delaware limited partnership ("WATERTONE"), New York Gaming, LLC, a Georgia limited liability company ("NY GAMING"), Fox-Hollow Lane, LLC, a New York limited liability company ("FOX-HOLLOW"), Shamrock Strategies, Inc., a Delaware corporation ("SHAMROCK"), Kaniewski Family Limited Partnership, a Georgia limited partnership ("XXXX"), KFP Trust, an Illinois Trust ("KFP"), BKB, LLC, a New York limited liability company ("BKB"), Clifford A. Ehrlich ("CE"), Robert A. Berman ("RB"), Philip B. Berman ("XX") xxx Xxxxx X. Kaniewskx ("XX").
Transferred Companies. (a) Section 2.1(a) sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each Ashland Transferred Company and Section 2.2(a) sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each SC Transferred Company. Except as set forth in Schedule 6.7(a), the outstanding capital stock of each Ashland Transferred Company and each SC Transferred Company is owned by the Share Transferors as set forth in Section 2.1(a) and Section 2.2(a), respectively, and such capital stock is free and clear of all Encumbrances and all material claims or charges of any kind or otherwise released of such Encumbrances and claims or charges as of the Closing Date, and is validly issued and non-assessable, and there are no outstanding options, rights or agreements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of any such Ashland Transferred Companies and SC Transferred Companies, respectively. Except as set forth in Schedule 6.7(a), no pre-emptive rights, rights of first refusal, subscription rights, option rights, conversion rights or similar rights exist in respect of the Transferred Shares. There are no agreements which require the allotment, issue or transfer of any debentures in or securities of the Transferred Companies.
