Newly Formed Corporation. Seller was incorporated on April 30, 1997 in the State of Delaware solely for the purpose of effectuating the transactions contemplated in this Agreement and the Merger Agreement and has not conducted any business or entered into any agreements or commitments except with respect to the foregoing.
Newly Formed Corporation. Fox Kids is a recently organized corporation and, as of the date hereof, has engaged in no operating activities. As of the date hereof, Fox Kids has no material assets or liabilities (other than agreements relating to its acquisition of securities of IFE).
Newly Formed Corporation. Expansion Co. was incorporated on August 11, 1999 in the State of Delaware solely for the purpose of effectuating the transactions contemplated in this Agreement and the other Transaction Documents and has not conducted any business or entered into any agreements or commitments except with respect to the foregoing and has no obligations or liabilities other than (i) those arising under, or contemplated by, the Transaction Documents or the Financings and (ii) other miscellaneous immaterial obligations and liabilities that in the aggregate collectively amount to less than $10,000. Expansion Co. has furnished to the Company a true and correct copy of its Certificate of Incorporation and by-laws as in effect on the Closing Date. The authorized capital stock of Expansion Co. consists of 100 shares of common stock, no par value. The outstanding capital stock of Expansion Co. is 100 shares of common stock, all of which shares have been duly and validly authorized, and are fully paid and nonassessable. NWIP owns all the outstanding capital stock of Expansion Co. free and clear of any liens, and Expansion Co. has no subsidiaries. Except as set forth in this Section 4.12, there are no outstanding (i) shares of capital stock or voting securities of Expansion Co., (ii) securities of Expansion Co. convertible into or exchangeable for shares of capital stock or voting securities of Expansion Co., (iii) options or other rights to acquire from Expansion Co., or other obligation of Expansion Co. to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Expansion Co., or (iv) obligation of Expansion Co. to repurchase or otherwise acquire or retire any shares of capital stock or any convertible securities, rights or options of the type described in (i), (ii), or (iii). Expansion Co. (x) has obtained such proper authorization as may be required from its Board of Directors and its shareholders of all corporate action taken by Expansion Co., (y) keeps its assets and liabilities separate from those of other entities (including Nextel and the Affiliates thereof) and (z) does not hold itself out as being liable for the debts of Nextel or any Affiliate thereof.
Newly Formed Corporation. 12 5.8 NPAL Financial Statements; Primary US Holding Company12 5.9 TNCL SEC Filings; TNCL Financial Statements..........13 5.10 Investment Intent....................................13 5.11
Newly Formed Corporation. 6 SECTION 3.10. Meaning of Seller................................................................6
Newly Formed Corporation. 12 5.8 NPAL Financial Statements; Primary US Holding Company . . . . . . . . . . . . . . . . . . 12 5.9 TNCL SEC Filings; TNCL Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 13 5.10 Investment Intent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 5.11
Newly Formed Corporation. Seller was incorporated on July 8, 1998 in the State of Delaware solely for the purpose of effectuating the transactions contemplated in this Agreement and the other Transaction Documents and has not conducted any business or entered into any agreements or commitments except with respect to the foregoing and, as of the date hereof, has no obligations or liabilities other than (i) those arising under, or contemplated by, the Transaction Documents or the Financings, (ii) those representing amounts due to its outside professional advisors in connection with services rendered by them to the Company and/or Opco to prepare for or facilitate consummation of the transactions contemplated to occur at the Closing and (iii) other miscellaneous immaterial obligations and liabilities that in the aggregate collectively amount to less than $10,000.
Newly Formed Corporation. MergerSub was incorporated on March 18, 1998 in the State of Delaware solely for the purpose of effectuating the transactions contemplated by the Transaction Documents and has not conducted any business or entered into any agreements or commitments except in furtherance of the foregoing.
Newly Formed Corporation. 9 SECTION 3.11. SHAREHOLDER ARRANGEMENTS.................................................9 ARTICLE 4 --------- REPRESENTATIONS AND WARRANTIES OF BUYERS ----------------------------------------
Newly Formed Corporation. WRC was incorporated on May 14, 1999 in the State of Delaware for the purpose of effectuating the acquisition of JLC and has not conducted any business or entered into any agreements or commitments, except with respect to the foregoing and except with respect to the transactions contemplated by the Transaction Documents.
