Clovervale Transportation definition
Examples of Clovervale Transportation in a sentence
There are no restrictions on the transfer of any of the capital stock of Chef’s Pantry or Clovervale Transportation other than restrictions imposed by federal and state securities laws.
There are no contracts, agreements or understandings which limit, restrict or otherwise affect the voting of any capital shares of Chef’s Pantry or Clovervale Transportation.
There are no outstanding Right of Purchase relating to the issued or unissued capital share or other securities of Chef’s Pantry or Clovervale Transportation which obligate or may obligate either of them to issue, deliver or sell, or cause to be issued, delivered or sold, additional capital shares or other securities of such company or to grant, extend or enter into any such Rights of Purchase.
Each of Chef’s Pantry and Clovervale Transportation has the requisite corporate power and authority to own, lease and operate its respective properties and assets and to carry on its business as now being conducted.
The authorized capital stock of Clovervale Transportation consists of 850 common shares, without par value, of which 100 are issued and outstanding.
All of the issued and outstanding capital stock of each of Chef’s Pantry and Clovervale Transportation is duly authorized, validly issued, fully paid and nonassessable, and not subject to any right of rescission.
At all times since January 1, 2006, the Company has had in effect elections to treat Chef’s Pantry and Clovervale Transportation as “qualified subchapter S subsidiaries” as defined in Section 1361(b)(3) of the Code, which are not treated as separate corporations from the Company for federal Tax purposes.
None of the shares of capital stock of Chef’s Pantry or Clovervale Transportation were issued in violation of any preemptive right of any person, and no person currently has any preemptive right with respect to any such shares.
Neither Chef’s Pantry nor Clovervale Transportation is qualified to do business as a foreign corporation in any state or jurisdiction, and neither of their respective ownership or leasing of property or the nature of their respective businesses makes any such qualification necessary, except for such jurisdictions in which the failure to be so qualified would not have a Material Adverse Effect.
The Company holds of record and owns beneficially all the issued and outstanding capital stock of Chef’s Pantry and Clovervale Transportation, free and clear of any Liens.