Common use of Equity Interests Clause in Contracts

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each Subsidiary, and each legal and beneficial holder thereof as of the Closing Date, are as set forth on Schedule 5.24(a) hereto. All of the Equity Interests of each Loan Party and each Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Loan Parties and their Subsidiaries. Except as set forth on Schedule 5.24(c), Loan Parties and their Subsidiaries have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each SubsidiaryCredit Party, and each legal and beneficial holder thereof as of the Closing DateDate (other than with respect to GLDD), are as set forth on Schedule 5.24(a) hereto. All of the Equity Interests of each Loan Credit Party and each Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary Credit Party or any of the shareholders of any Loan Credit Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Loan Parties and their SubsidiariesCredit Parties. Except as set forth on Schedule 5.24(c), Loan Credit Parties and their Subsidiaries have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each SubsidiaryParty, and each legal and beneficial holder thereof as of the Closing Date, are as set forth on Schedule 5.24(a) 5.21 hereto. All of the Equity Interests of each Loan Party and each Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b)5.21 hereto as of the Closing Date, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties and their SubsidiariesParties. Except as set forth on Schedule 5.24(c)5.21 hereto, the Loan Parties and their Subsidiaries have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each Subsidiary(other than Ampco-Pitt Corp.), and each legal and beneficial holder thereof as of the Closing Date, are as set forth on Schedule 5.24(a) hereto. All of the Equity Interests of each Loan Party and each Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state or provincial laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of any Loan Parties and their SubsidiariesParty. Except as set forth on Schedule 5.24(c), no Loan Parties and their Subsidiaries have not Party has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each Subsidiary, (other than Quantum) and each legal and beneficial holder thereof as of the Closing Date, ClosingFourth Amendment Effective Date are as set forth on Schedule 5.24(a) 5.18 hereto. All of the Equity Interests of each Loan Party and each Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b)5.18 hereto, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties and their SubsidiariesParties. Except as set forth on Schedule 5.24(c)5.18 hereto, no Loan Parties and their Subsidiaries have not Party has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such sharesshares (other than the Warrants).

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each Subsidiary, and each legal and beneficial holder thereof as of Borrower (other than ValueVision) on the Closing Date, are Date is as set forth on Schedule 5.24(a5.27 (as updated from time to time in accordance with Section 9.17 hereof) hereto. All of the Equity Interests of each Loan Party and each Subsidiary Borrower have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof thereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b)5.27, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary Borrower (other than ValueVision) or any of the shareholders of any Loan Party Borrower (other than ValueVision) is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Loan Parties and their SubsidiariesBorrowers (other than ValueVision). Except as set forth on Schedule 5.24(c)5.27, Loan Parties and their Subsidiaries Borrowers (other than ValueVision) have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each Subsidiary(other than Holdings), and each legal and beneficial holder thereof as of the Closing Date, are as set forth on Schedule 5.24(a) 5.21 hereto. All of the Equity Interests of each Loan Party and each Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state and provincial laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b)5.21 hereto, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties and their SubsidiariesParties. Except as set forth on Schedule 5.24(c)5.21 hereto, the Loan Parties and their Subsidiaries have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.. ​

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each Subsidiary(other than Holdings), and each legal and beneficial holder thereof as of the Closing Second Amendment Effective Date, are as set forth on Schedule 5.24(a) 5.21 hereto. All of the Equity Interests of each Loan Party and each Subsidiary have been duly and validly authorized and issued and are fully paid and ​ ​ non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state and provincial laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b)5.21 hereto, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties and their SubsidiariesParties. Except as set forth on Schedule 5.24(c)5.21 hereto, the Loan Parties and their Subsidiaries have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.. ​

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each SubsidiaryCredit Party, and each legal and beneficial holder thereof as of the Amendment No. 1 Closing DateDate (other than with respect to GLDD), are as set forth on Schedule 5.24(a) hereto. All of the Equity Interests of each Loan Credit Party and each Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary Credit Party or any of the shareholders of any Loan Credit Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Loan Parties and their SubsidiariesCredit Parties. Except as set forth on Schedule 5.24(c), Loan Credit Parties and their Subsidiaries have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each Subsidiary, (other than Quantum) and each legal and beneficial holder thereof as of the Closing Date, Date are as set forth on Schedule 5.24(a) 5.18 hereto. All of the Equity Interests of each Loan Party and each Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b)5.18 hereto, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties and their SubsidiariesParties. Except as set forth on Schedule 5.24(c)5.18 hereto, no Loan Parties and their Subsidiaries have not Party has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such sharesshares (other than the Warrants).

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each Subsidiary, and each legal and beneficial holder thereof as of the Closing Date, are as set forth on Schedule 5.24(a5.23(a) hereto. All of the Equity Interests of each Loan Party and each Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b5.23(b), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Loan Parties and their Subsidiaries. Except as set forth on Schedule 5.24(c5.23(c), Loan Parties and their Subsidiaries have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each Subsidiary(other than Holdings), and each legal and beneficial holder thereof as of the Closing Second Amendment Effective Date, are as set forth on Schedule 5.24(a) 5.21 hereto. All of the Equity Interests of each Loan Party and each Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state and provincial laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b)5.21 hereto, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties and their SubsidiariesParties. Except as set forth on Schedule 5.24(c)5.21 hereto, the Loan Parties and their Subsidiaries have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

Equity Interests. The With respect to each Credit Party that is a Subsidiary of Parent, (a) the authorized and outstanding Equity Interests of each Loan Party and each Subsidiary, and each legal and beneficial holder thereof as of the Closing Date, such Credit Parties are as set forth on Schedule 5.24(a5.22 hereto, (b) hereto. All all of the Equity Interests of each Loan Party and each Subsidiary such Credit Parties have been duly and validly authorized and issued and are fully paid and non-assessable (to the extent such concept is applicable under foreign law) and have been sold and delivered to the holders hereof thereof in compliance with, or under valid exemption from, all federal federal, state and state provincial laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except , (c) except for the Organizational Documents and the rights and obligations set forth on Schedule 5.24(b), 5.22 there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary or any of the shareholders of any Loan Party such Credit Parties is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Loan Parties such Credit Parties, and their Subsidiaries. Except (d) except as set forth on Schedule 5.24(c)5.22, Loan such Credit Parties and their Subsidiaries have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each Subsidiary, Borrower and each legal and beneficial holder thereof as of the Closing Date, are Date after giving effect to the Merger Transactions is as set forth on Schedule 5.24(a) 5.22 hereto. All of the Equity Interests of each Loan Party and each Subsidiary Borrower have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof thereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b)5.22, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary Borrower or any of the shareholders of any Loan Party Borrower is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Loan Parties and their SubsidiariesBorrowers. Except as set forth on Schedule 5.24(c)5.22, Loan Parties and their Subsidiaries Borrowers have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each SubsidiaryBorrower (other than VMC), and each legal and beneficial holder thereof as (other than the beneficial holders of the Closing DateEquity Interests of VMC), are as set forth on Schedule 5.24(a) hereto. All of the Equity Interests of each Loan Party and each Subsidiary Borrower have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance in all material respects with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b)) or as otherwise disclosed on the reports required to be filed by VMC with the SEC pursuant to the Exchange Act, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary Borrower or any of the shareholders of any Loan Party Borrower is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Loan Parties and their SubsidiariesBorrowers. Except as set forth on Schedule 5.24(c)) or as otherwise disclosed on the reports required to be filed by VMC with the SEC pursuant to the Exchange Act, Loan Parties and their Subsidiaries Borrowers have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.. 5.25

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each Subsidiary, (other than Quantum) and each legal and beneficial holder thereof as of the Closing Date, Date DB1/ 123142411.13 are as set forth on Schedule 5.24(a) 5.18 hereto. All of the Equity Interests of each Loan Party and each Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b)5.18 hereto, as of the Closing Date there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, any Subsidiary Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties and their SubsidiariesParties. Except as set forth on Schedule 5.24(c)5.18 hereto, as of the Closing Date no Loan Parties and their Subsidiaries have not Party has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such sharesshares (other than the Warrants).