Common use of Company Structure Clause in Contracts

Company Structure. (a) As of the date hereof, Schedule 7.14, attached hereto and made a part hereof, sets forth (i) the correct name of each Subsidiary of a Credit Party and its jurisdiction of organization; (ii) the number, type or class, and name of the holder of all issued and outstanding Equity Interests of such Credit Party and each of its Subsidiaries, together with the number and percentage of Equity Interests held by each such holder; and (iii) the number of authorized and issued Equity Interests (and treasury shares) of such Credit Party and each Subsidiary of a Credit Party, by type or class. (b) Such Credit Party has good title to all of the Equity Interests it purports to own of each of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such Equity Interests have been duly issued and are fully paid and non-assessable. Except as set forth on Schedule 7.14, there are no outstanding options to purchase, or any rights or warrants to subscribe for or acquire, or any commitments or agreements to issue or sell, or any Equity Interests or obligations convertible into, or any powers of attorney relating to, Equity Interests issued by any Credit Party or any of its Subsidiaries. Except as set forth on Schedule 7.14, there are no outstanding agreements or instruments binding upon the holders of any of the Equity Interests issued by such Credit Party or any Subsidiary relating to the ownership of such Equity Interests.

Appears in 2 contracts

Sources: Loan and Security Agreement (Guardian Pharmacy Services, Inc.), Loan and Security Agreement (Guardian Pharmacy Services, Inc.)

Company Structure. (a) As of the date hereofSixth Amendment Effective Date, Schedule 7.14, attached hereto and made a part hereof, sets forth (i) the correct name of each Subsidiary of a Credit Party and its jurisdiction of organization; (ii) the number, type or class, and name of the holder of all issued and outstanding Equity Interests of such Credit Party and each of its Subsidiaries, together with the number and percentage of Equity Interests held by each such holder; and (iii) the number of authorized and issued Equity Interests (and treasury shares) of such Credit Party and each Subsidiary of a Credit Party, by type or class. (b) Such Credit Party has good title to all of the Equity Interests it purports to own of each of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such Equity Interests have been duly issued and are fully paid and non-assessable. Except as set forth on Schedule 7.14, there are no outstanding options to purchase, or any rights or warrants to subscribe for or acquire, or any commitments or agreements to issue or sell, or any Equity Interests or obligations convertible into, or any powers of attorney relating to, Equity Interests issued by any Credit Party or any of its Subsidiaries. Except as set forth on Schedule 7.14, there are no outstanding agreements or instruments binding upon the holders of any of the Equity Interests issued by such Credit Party or any Subsidiary relating to the ownership of such Equity Interests.

Appears in 1 contract

Sources: Loan and Security Agreement (Guardian Pharmacy Services, Inc.)