FCG definition
Examples of FCG in a sentence
FCG has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Except for disclosure in any reports required pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to FCG or any of its subsidiaries in connection with the execution, delivery and performance by Holdco of this Agreement or the consummation of the transactions contemplated hereby.
FCG is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware.
HQ Global Workplaces Inc., a Delaware corporation ("Old HQ"), and CarrAmerica Realty Corporation, a Maryland corporation ("CarrAmerica"), on the one hand, and VANTAS Incorporated, a Nevada corporation ("VANTAS"), and FCG, on the other hand, have entered into that certain Agreement and Plan of Merger, dated as of January 20, 2000, as amended as of April 29, 2000 and as of May 30, 2000 (as amended, the "Merger Agreement").
All representations, warranties and agreements contained in this Agreement or in certificates of officers of FCG or the Investor submitted pursuant hereto shall remain operative and in full force and effect for a period of one year (or, in the case of the representation and warranty specified in Section 5(A)(b) of the Merger Agreement, for the period of any applicable statute of limitations) following the Closing.
FCG and its subsidiaries have all requisite corporate power and authority necessary to carry on their respective businesses as presently conducted and to enable them to own, lease or otherwise hold their respective properties and assets.
All corporate acts and other proceedings required to be taken by FCG to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and properly taken.
This Agreement has been duly executed and delivered by FCG and constitutes a legal, valid and binding agreement of FCG, enforceable against FCG in accordance with its terms, except insofar as enforcement thereof may be limited by bankruptcy, insolvency, or other laws relating to or affecting enforcement of creditors' rights generally or by general equitable principles.
FCG shall cooperate with the Investor, and the Investor shall cooperate with FCG, in filing any necessary applications, reports or other documents with, giving any notices to, and seeking any consents from, all Governmental Entities and all third parties as may be required in connection with the consummation of the transactions contemplated by this Agreement, and each party requesting such cooperation shall reimburse the other party's reasonable out-of-pocket expenses in providing such cooperation.
FCG and CarrAmerica have entered into that certain Stock Purchase Agreement, dated as of January 20, 2000, as amended as of April 29, 2000 (as amended, the "Stock Purchase Agreement"), whereby FCG agreed to purchase from CarrAmerica 4,130,530 (subject to recalculation as provided therein) shares of non-voting common stock, par value $.01 per share (the "Old HQ Common Stock"), of Old HQ.