Corporate Structure and Capitalization Sample Clauses

Corporate Structure and Capitalization. The capital and ownership structure and the equity holder arrangements of the Borrower on the Closing Date, on a pro forma basis after giving effect to the transactions contemplated by the Investment Documents shall be reasonably satisfactory to the Lenders.
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Corporate Structure and Capitalization. Receipt by the Purchasers of a satisfactory capitalization table reflecting the capital and ownership structure and the equity holder arrangements of the Issuer on the Closing Date, on a pro forma basis after giving effect to the transactions contemplated by the Note Documents and Equity Issuance Documents to be consummated on the Closing Date.
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Corporate Structure and Capitalization. The capital and ownership structure and the equity holder arrangements of the Borrower, the OpCo and its Subsidiaries on the Closing Date and on a pro forma basis after giving effect to the transactions contemplated by the Loan document shall be reasonably satisfactory to the Agent (and the Agent shall have received satisfactory evidence that (A) the capital and ownership structure and equity holder arrangements of the Borrower and the OpCo are as set forth in Schedule 5.01, and (B) the OpCo’s Subsidiaries shall be owned by the OpCo and/or one or more Subsidiaries thereof).
Sample 1
Corporate Structure and Capitalization. The capital and ownership structure and the equity holder arrangements of the Parent and its Subsidiaries on the Funding Date, on a pro forma basis after giving effect to the transactions contemplated by the Investment Documents shall be reasonably satisfactory to the Lenders.
Sample 1
Corporate Structure and Capitalization. From the date hereof until the Closing Date, the capital and ownership structure and the equity holder arrangements of Recro and the Borrower, before and after giving effect to the transactions contemplated by the Acquisition Agreement and the Merger, shall not have changed in any material respect (other than changes contemplated by this Agreement and changes that are not adverse to the interests of the Lender, as determined by the Lender in its sole discretion).
Sample 1
Corporate Structure and Capitalization. The Administrative Agent shall be otherwise reasonably satisfied with the corporate structure and capitalization of the Borrower.
Sample 1

Related to Corporate Structure and Capitalization

  • Corporate Structure The corporate structure, capital structure and other material debt instruments, material accounts and governing documents of the Borrowers and their Affiliates shall be acceptable to the Administrative Agent in its sole discretion.

  • Organization and Capitalization The organizational structure and pro-forma capitalization of the Obligors, after giving effect to the Transactions, as set forth on Schedule 7.20 shall be reasonably satisfactory to the Administrative Agent.

  • Changes in Corporate Structure The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

  • Subsidiaries; Capitalization As of the Effective Date, the only Subsidiaries of the Borrower are those listed on Schedule 4.1, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, (i) the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens, and are duly authorized, validly issued, fully paid and nonassessable, (ii) except as set forth on Schedule 4.1, none of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (iii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing.

  • Capitalization The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; except (i) as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, (ii) for 53,830 partnership units of SHC Santa Xxxxxx Beach Hotel, L.L.C. that may be redeemed for 53,830 membership interests in the Operating Company (which membership interests in the Operating Company may be redeemed for 53,830 shares of common stock, par value $0.01 per share, of the Company) and (iii) for securities of the Company issued pursuant to the Company Plans disclosed in the Registration Statement, the Pricing Disclosure Package or Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options, other than the limited liability company units of the Operating Company, which, upon their redemption by the holders thereof, the redemption price therefore, in the Company’s discretion, may be paid in cash or in shares of Common Stock; the capital stock of the Company conforms in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus; all of the issued shares of capital stock of each Corporate Significant Subsidiary and all of the membership interests in each LLC Significant Subsidiary have been duly and validly authorized and issued, are fully paid and are non-assessable and (except for interests in SHCI Santa Xxxxxx Beach Hotel, L.L.C.) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims except as described in the Pricing Disclosure Package and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

  • Organizational and Capital Structure The organizational structure and capital structure of Holdings and its Subsidiaries shall be as set forth on Schedule 4.1.

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