Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties as of the Closing Date is as described in Schedule 6.13(a). Set forth on Schedule 6.13(b) is a complete and accurate list as of the Closing Date with respect to each of the direct and indirect Subsidiaries of the Borrower of (i) jurisdiction of incorporation, (ii) percentage of outstanding shares of each class owned (directly or indirectly) by the Consolidated Parties and the number of such shares owned by the Consolidated Parties with respect to the Loan Parties or where the Consolidated Parties own less than 100.0% of the applicable entity and (iii) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date. The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b), free and clear of all Liens (other than those arising under or contemplated in connection with the Loan Documents). As of the Closing Date, other than as set forth in Schedule 6.13(b), neither the Borrower nor any of the other Loan Parties has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock. As of the Closing Date, the Borrower has no equity investments in any other Person constituting 10.0% of more of the outstanding equity interests in such Person other than those equity investments set forth on Schedule 6.13(c) hereto.
Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties, as of the Closing Date, is as described in Schedule 6.13(a) to the Disclosure Letter. Set forth on Schedule 6.13(b) to the Disclosure Letter is a complete and accurate list, as of the Closing Date, with respect to each of the direct and indirect Subsidiaries of the Parent including (i) jurisdiction of incorporation, (ii) percentage of outstanding shares of each class owned (directly or indirectly) by the Consolidated Parties and the number of such shares owned by the Consolidated Parties with respect to the Loan Parties or where the Consolidated Parties own less than one hundred percent (100%) of the applicable entity and (iii) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b) to the Disclosure Letter, free and clear of all Liens (other than those arising under or contemplated in connection with the Loan Documents). As of the Closing Date, other than as set forth in Schedule 6.13(b) to the Disclosure Letter, neither the Parent nor any of the other Loan Parties has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock.
Capital Structure; Subsidiaries. (i) The authorized capital stock of the Company consists entirely of 5,500,000 shares of capital stock. No shares of such capital stock are issued or outstanding except for the Shares, which are held by the Sellers in the amounts set forth in Part 3.1(d)(i) of the Disclosure Schedule. The Shares are duly authorized, validly issued, fully paid, and nonassessable. Each Seller has, and at the Closing the Buyer shall receive, good and marketable title to the Shares, free and clear of any and all Encumbrances. There are no other outstanding shares of capital stock, or other equity interests or securities, or options, warrants, convertible or exchangeable securities or other rights that would obligate the Company to issue shares of capital stock or other equity interests or securities. There are no agreements, written or oral, to which the Company or any Seller is a party relating to the acquisition, disposition, voting or registration under applicable securities Laws of the Shares or any other stock or equity interests or other security of the Company. There are no outstanding or authorized stock appreciation, phantom stock, or equity or similar rights with respect to the Company. There are no outstanding bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) or otherwise on any matters on THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. which any stockholders of the Company may vote. There are no preemptive rights, rights of first refusal, or other rights to acquire stock or other securities of the Company.
Capital Structure; Subsidiaries. The corporate capital and ownership structure of Consolidated Parties as of the Closing Date is as described in Schedule 8.1.13(a). Set forth on Schedule 8.1.13(b) is a complete and accurate list as of the Closing Date with respect to MLP Parent and each of its direct and indirect Subsidiaries of (a) its jurisdiction of formation or organization, (b) the percentage of the outstanding Equity Interests of each class issued by such Person and owned (directly or indirectly) by each Consolidated Party, and (c) whether it is an Immaterial Subsidiary, an Unrestricted Subsidiary, an MLP Subsidiary and/or an Exclusive Entity. The outstanding Equity Interests of all such Persons are validly issued, fully paid and non-assessable and are owned by Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 8.1.13(b), free and clear of all Liens (other than Permitted Liens and other Liens arising under or contemplated in connection with the Credit Documents). Each Borrower (other than MLP Parent) and Guarantor is a Subsidiary of MLP Parent. As of the Closing Date, each Obligor is a Borrower (and no Obligor is a Guarantor).
Capital Structure; Subsidiaries. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock, par value $.0l per share, and 10,000,000 shares of Company preferred stock, par value $.01 per share (the "Company Preferred ----------------- Stock"). At the close of business on November 22, 1999, (i) 17,403,895 shares ----- of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) no shares of Company Common Stock were held in the treasury of the Company, (iii) not more than 23,240 and 1,146,100 shares of Company Common Stock were reserved for future issuance pursuant to the Company's 1994 Stock Option Plan and the Company's 1996 Stock Option Plan, respectively, (v) 283,000 shares of Company Common Stock were reserved for issuance pursuant to the 1996 Non-Employee Director Stock Option Plan (collectively with the Company's 1994 Stock Option Plan and the Company's 1996 Stock Option Plan, the "Company Stock Plans") and ------------------- (vi) no shares of Company Preferred Stock were issued and outstanding. As of the date of this Agreement, except for (a) stock options covering not in excess of 767,315 shares of Company Common Stock issued under the Company Stock Plans (collectively, the "Company Stock Options") and (b) warrants exercisable into --------------------- 479,661 shares of Company Common Stock, there are no options, warrants, calls, rights or agreements to which the Company is a party or by which any of them is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or securities convertible into or exchangeable for such capital stock, or obligating the Company to grant, extend or enter into any such option, warrant, call, right or agreement. Except as disclosed in the Company SEC Documents (as hereinafter defined) filed prior to the date of this Agreement, since November 15, 1999, the Company has not issued any shares of its capital stock, or securities convertible into or exchangeable for such capital stock, other than shares issued in the ordinary course pursuant to the Company Stock Plans. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or as set forth in Schedule 3.2 of the disclosure letter delivered by the Company to Parent at or prior to the execution of this Agreement (the "Company Disclosure Schedule"), the...
Capital Structure; Subsidiaries. (a) Section 3.3(a) of the Seller Disclosure Schedule sets forth the following information for each Acquired Entity: (i) its name and jurisdiction of organization or formation; (ii) the number of authorized shares or other Equity Interests as of the Signing Date; and (iii) the number of issued and outstanding shares or other Equity Interests, the names of the holders thereof, and the number of shares or other Equity Interests held by each such holder. All of the issued and outstanding Equity Interests of each Acquired Entity have been duly authorized and validly issued, are fully paid and non- assessable, and have not been issued in violation of and are not subject to, any preemptive rights, rights of first refusal, rights of first offer or similar rights. Except as set forth on Section 3.3(a) of the Seller Disclosure Schedule, none of the Acquired Entities has any Equity Interest authorized, issued or outstanding, and there are no agreements, securities, options, warrants, call rights, commitments, undertakings, Indebtedness, bonds, debentures, notes or other rights, agreements, voting agreements, stockholders’ agreements, proxies, arrangements or commitments relating to the Equity Interests of, or any other equity interest in, any Acquired Entity existing or outstanding that provide a right to vote the Equity Interests of any Acquired Entity (or are convertible into, or exchangeable for, Equity Interests of any Acquired Entity having the right to vote) or provide for the sale or issuance of any Equity Interest of, or any other equity interest in, any Acquired Entity (other than this Agreement and the Organizational Documents of the Acquired Entities). Except for this Agreement, there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind (whether conditional or not) obligating the issuance, sale, transfer, redemption or repayment of any equity interest in any Acquired Entity or granting or requiring the grant to any Person of the right to call for the creation, issuance, sale, transfer, redemption or repayment of any equity interest in any Acquired Entity.
Capital Structure; Subsidiaries. As of the date of this Agreement, the authorized, issued and outstanding share capital of FI consists of 1,222,560,414 FI Ordinary Shares of €1.57 par value each represented by a book-entry position with depositary intermediaries participating in Monte Titoli. The rights, preferences and privileges of FI Ordinary Shares are as stated in FI’s Articles of Association and in the applicable Italian Laws. As of the date of this Agreement, the authorized capital stock of FNH is equal to €5,500,000,000, and the issued and outstanding shares of FNH consist of 94,923,538 FNH common shares of €27.50 par value each and all such shares were held directly by FI. As of the date of this Agreement, the issued and outstanding shares of DutchCo consist of 25,000,000 ordinary shares and all such shares were held directly by FI. Schedule 2 of the FI Disclosure Schedule sets forth, as of the date of this Agreement, a true, correct and complete list of all holders of options to purchase FI Ordinary Shares (“FI Options”). As of the date of this Agreement, other than each option, restricted share unit, performance unit or share appreciation right granted pursuant to the Fiat Industrial Long Term Incentive Plan (the “FI Equity Plan”), there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which FI or any of its subsidiaries (other than CNH and its subsidiaries) is a party or by which any of them is bound obligating FI or any of its subsidiaries (other than CNH and its subsidiaries) to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other securities (whether voting or otherwise) of FI or of any of its subsidiaries (other than CNH and its subsidiaries) or to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. DutchCo has not conducted any business prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Mergers and the other transactions contemplated by this Agreement.
Capital Structure; Subsidiaries. As of the Closing Date, the Borrowers have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 9.1.11, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by an Obligor in the amounts specified on Part (a) of Schedule 9.1.11 free and clear of all Liens other than Permitted Liens. Except as disclosed on Schedule 9.1.11, in the 5 years preceding the Closing Date, no Obligor nor any Restricted Subsidiary has acquired any substantial assets from any other Person nor has been the surviving entity in a merger or combination. As of the Closing Date, the Borrowers have no equity investments in any other corporation, entity or business venture other than those specifically disclosed in Part (b) of Schedule 9.1.11. Schedule 9.1.11, as of the Closing Date, identifies each Subsidiary by its state of organization, and its organizational identification number, and each Subsidiary on such schedule is a Wholly-Owned Subsidiary unless noted otherwise therein.
Capital Structure; Subsidiaries. As of November 21, 2012, the authorized share capital consists of 400,000,000 CNH Common Shares and 200,000,000 Series A preference shares, and the issued and outstanding shares of CNH consist of (i) 211,083,757 CNH Common Shares registered in CNH’s shareholder register and (ii) 30,341,708 CNH Common Shares represented by a book-entry position with depositary intermediaries. Schedule 2 of the CNH Disclosure Schedule sets forth, as of November 21, 2012, a true, correct and complete list of all holders of options to purchase CNH Common Shares (“CNH Options”). The rights, preferences and privileges of CNH Common Shares are as stated in CNH’s Articles of Association and in the applicable Dutch Law. As of the date of this Agreement, other than each option, restricted share unit, performance unit or share appreciation right granted pursuant to (x) the CNH Global N.V. Equity Incentive Plan adopted by the Board of Directors of CNH on December 22, 2008 and subsequently ratified and approved by the CNH shareholders on March 20, 2009, or (y) the CNH Global N.V. Directors Compensation Plan established by action of the CNH Board of Directors on January 26, 2011 and ratified by the CNH shareholders with effect as of November 1, 2010 (including, in each case, any component plans thereunder (e.g., the Performance & Leadership Bonus Plan and the Company Performance Long Term Incentive Plan)) (together, the “CNH Option Plans”), there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which CNH or any of its subsidiaries is a party or by which any of them is bound obligating CNH or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other securities (whether voting or otherwise) of CNH or of any of its subsidiaries or to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.
Capital Structure; Subsidiaries. (a) The Purchased Shares represent all of the outstanding equity interests of the Company. All of the Purchased Shares (x) have been duly authorized, validly issued, and are fully paid and non-assessable, (y) were not issued in violation of any Contract, purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights and (z) were issued in compliance with applicable state and federal securities Laws. There are no (i) outstanding rights, options, warrants, convertible securities, subscription rights, conversion rights, redemption rights, repurchase rights, exchange rights or other agreements that require or would require a member of the Company Group to issue, sell, convert, exchange or transfer any equity interests in a member of the Company Group, including the Purchased Shares or (ii) phantom equity, share opportunistic rights or other rights of value the value of which is linked to the value of equity interests in the Company or any Transferred Company. Other than as set forth in Section 4.02(a) of the Disclosure Letter, neither the Company nor any Transferred Company owns, directly or indirectly, any equity interests in any Person. Neither the Company nor any Transferred Company is, directly or indirectly, a participant in any joint venture, partnership, limited liability company or similar arrangement with a third party. Neither the Company nor any Transferred Company has any outstanding bonds, debentures, notes or other obligation which provide the holders thereof the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the members (or holders of other capital stop, equity interests or voting securities) of the Company or any Transferred Company on any matter.
