Common use of Equity Interests and Subsidiaries Clause in Contracts

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth a list of (i) each Subsidiary of Holdings and its jurisdiction of incorporation or organization as of the Closing Date, and (ii) the number of each class of Borrower’s Equity Interests and the Equity Interests of each Subsidiary of Borrower authorized, and the number outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Date. As of the Closing Date, all Equity Interests of Borrower and each of its Subsidiaries are duly and validly issued and are fully paid and non-assessable (to the extent applicable), and all Equity Interests of the Subsidiaries are owned by Holdings directly or indirectly through Wholly Owned Subsidiaries. All Equity Interests of Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Documents, free of any and all Liens, except the security interest created by the Security Documents, pursuant to the Term Loan Credit Agreement and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as set forth in Schedule 3.07(a).

Appears in 2 contracts

Samples: Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.)

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Equity Interests and Subsidiaries. (a) Schedule 3.07(a6.06(a) to the Disclosure Schedules sets forth forth, as of the Restatement Date and after giving effect to the Restatement Date Transactions, a list of (i) each Subsidiary of Holdings Company and its each such Company’s jurisdiction of incorporation or organization as of the Closing Dateorganization, and (ii) the number of each class of Borrowereach Company’s Equity Interests and the Equity Interests of each Subsidiary of Borrower authorized, and the number outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Daterights. As of the Closing Date, all All Equity Interests of Borrower and each of its Subsidiaries Company are duly and validly issued and are fully paid and non-assessable (to the extent applicable)assessable, and (x) all Equity Interests of the Subsidiaries Borrower are directly owned by ISOC and indirectly owned by Holdings and (y) all Equity Interests of each Subsidiary Guarantor are owned by Holdings the Borrower directly or indirectly through Wholly Owned Subsidiaries. All Equity Interests of Borrower are owned directly by Holdingsother Subsidiary Guarantors. Each Loan Credit Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents, pursuant to the Term Loan Credit Agreement and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as . As of the Closing Restatement Date, except as set forth in Schedule 6.06(a) to the Disclosure Schedules, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as set forth in Schedule 3.07(aInterests (or any economic or voting interests therein).

Appears in 2 contracts

Samples: Credit Agreement (Diamond S Shipping Inc.), Credit Agreement (Diamond S Shipping Inc.)

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) 3.07 sets forth a list of (i) each Subsidiary of Holdings Group Member and its jurisdiction of incorporation or organization as of the Closing Date, SecondFourth Amendment FundingEffective Date and (ii) the number of each class of Borrower’s its Equity Interests and the Equity Interests of each Subsidiary of Borrower authorized, and the number outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing SecondFourth Amendment FundingEffective Date. As of the Closing Date, all All Equity Interests of Borrower and each of its Subsidiaries Group Member are duly and validly issued and are fully paid and non-assessable (to assessable, and, other than the extent applicable), and all Equity Interests of the Subsidiaries Holdings, are owned by Holdings Holdings, directly or indirectly indirectly, through Wholly Owned Subsidiaries. All Equity Interests of the Borrower are owned directly by Holdings. Each Loan Party is the record record, legal and beneficial owner of, and has good and marketable valid title to, the Equity Interests pledged by (or purported to be pledged by) it under the Security Documents, free of any and all Liens, except the security interest created by the Security Documents, pursuant to the Term Loan Credit Agreement and any rights or claims of other persons (other than Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily grantedEquity Liens), and, as of the Closing SecondFourth Amendment FundingEffective Date, there are no outstanding warrantswarrants (other than the Warrants, the warrants described in Section 3.17 of the Fourth Amendment and the Fourth Amendment Warrants, if any, issued on the Fourth Amendment Effective Date), options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as set forth in Schedule 3.07(aInterests (or any economic or voting interests therein).

Appears in 2 contracts

Samples: Credit Agreement (FreightCar America, Inc.), Credit Agreement (Pacific Investment Management Co LLC)

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth a list of (i) the Borrower and each Subsidiary of Holdings the Borrower and its jurisdiction of incorporation or organization as of the Closing Date, Date and (ii) the number of each class of Borrower’s its Equity Interests and the Equity Interests of each Subsidiary of Borrower authorized, and the number outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Date. As of the Closing Date, all All Equity Interests of Borrower and each of its Subsidiaries Company are duly and validly issued and are fully paid and non-assessable (to assessable, and, other than the extent applicable), and all Equity Interests of the Subsidiaries Borrower, are owned by Holdings Borrower, directly or indirectly indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents, pursuant to the Term Loan Credit Agreement Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as set forth in Schedule 3.07(aInterests (or any economic or voting interests therein).

Appears in 2 contracts

Samples: Credit Agreement (Biglari Holdings Inc.), Credit Agreement (Biglari Holdings Inc.)

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth as of the Closing Date a list of (i) the Administrative Borrower and each Subsidiary of Holdings its Domestic Subsidiaries and its first tier Foreign Subsidiaries and each such person’s jurisdiction of incorporation or organization as of the Closing Date, and (ii) the number percentage of issued and outstanding Equity Interests owned by the Administrative Borrower and each of its Subsidiaries and, if such percentage is not 100% (excluding directors' qualifying shares as required by law), a description of each class of Borrower’s Equity Interests issued and the Equity Interests of each Subsidiary of Borrower authorized, and the number outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Date. As of the Closing Date, all Equity Interests of Borrower and each of its Subsidiaries Company are duly and validly issued and are fully paid and non-assessable (to the extent applicable)assessable, and all Equity Interests of the Subsidiaries Loan Parties (other than the Administrative Borrower) are owned by Holdings the Administrative Borrower, directly or indirectly indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents, pursuant to the Term Loan Credit Agreement and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, except as set forth in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as set forth in Schedule 3.07(aInterests (or any economic or voting interests therein).

Appears in 2 contracts

Samples: Credit Agreement (Layne Christensen Co), Credit Agreement (Layne Christensen Co)

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth a list of (i) each Subsidiary of Holdings Borrower and its jurisdiction of incorporation or organization as of the Closing Date, and (ii) the number of each class of Borrower’s Equity Interests and the Equity Interests of each Subsidiary of Borrower authorized, and the number outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Date. As of the Closing Date, all Equity Interests of Borrower and each of its Subsidiaries are duly and validly issued and are fully paid and non-assessable (to the extent applicable), and all Equity Interests of the Subsidiaries are owned by Holdings Borrower directly or indirectly through Wholly Owned Subsidiaries. All Equity Interests of Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Documents, free of any and all Liens, except the security interest created by the Security Documents, pursuant to the Term Loan Credit Agreement and any Permitted Liens under Section 6.02(s) or any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as set forth in Schedule 3.07(a).

Appears in 1 contract

Samples: Credit Agreement (Edgen Group Inc.)

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth a list of (i) the Borrower and each Subsidiary of Holdings the Borrower and its jurisdiction of incorporation or organization as of the Closing Date, Date and (ii) the number of each class of Borrower’s its Equity Interests and the Equity Interests of each Subsidiary of Borrower authorized, and the number outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Date. As of the Closing Date, all All Equity Interests of Borrower and each of its Subsidiaries Loan Party are duly and validly issued and are fully paid and non-assessable (to assessable, and, other than the extent applicable)Borrower, and all Equity Interests are, as of the Subsidiaries are Closing Date, owned by Holdings the Borrower, directly or indirectly indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents, Documents or the ABL Loan Documents or imposed pursuant to the Term Loan Credit ABL Intercreditor Agreement or any other Intercreditor Agreement and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as set forth in Schedule 3.07(aInterests (or any economic or voting interests therein).

Appears in 1 contract

Samples: Credit Agreement (Five Below, Inc)

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth a list of (i) Holdings and each Subsidiary of Holdings Company and its jurisdiction of incorporation or organization as of the Closing Date, Date and (ii) with respect to each Company, the number of each class of Borrower’s its Equity Interests and the Equity Interests of each Subsidiary of Borrower authorized, and the number outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Date. As of the Closing Date, all All Equity Interests of Borrower and each of its Subsidiaries Company are duly and validly issued and are fully paid and non-assessable (to assessable, and, other than the extent applicable), and all Equity Interests of the Subsidiaries Holdings and Borrower, are owned by Holdings Borrower, directly or indirectly indirectly, through Wholly Owned Subsidiaries. All As of the date hereof, 99.8% of the Equity Interests of Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Collateral Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents, pursuant to the Term Loan Credit Agreement Collateral Documents and any Permitted Collateral Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, except as set forth on Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein), except as set forth in Schedule 3.07(a)for the Convertible Senior Secured Notes.

Appears in 1 contract

Samples: Revolving Credit Agreement (ICO Global Communications (Holdings) LTD)

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth as of the Closing Date a list of (i) the Administrative Borrower and each Subsidiary of Holdings its Domestic Subsidiaries and its first tier Foreign Subsidiaries and each such person’s jurisdiction of incorporation or organization as of the Closing Date, and (ii) the number percentage of issued and outstanding Equity Interests owned by the Administrative Borrower and each of its Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class of Borrower’s Equity Interests issued and the Equity Interests of each Subsidiary of Borrower authorized, and the number outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Date. As of the Closing Date, all Equity Interests of Borrower and each of its Subsidiaries Company are duly and validly issued and are fully paid and non-assessable (to the extent applicable)assessable, and all Equity Interests of the Subsidiaries Loan Parties (other than the Administrative Borrower) are owned by Holdings the Administrative Borrower, directly or indirectly indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents, pursuant to the Term Loan Credit Agreement and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, except as set forth in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as set forth in Schedule 3.07(aInterests (or any economic or voting interests therein).

Appears in 1 contract

Samples: Credit Agreement (Layne Christensen Co)

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Equity Interests and Subsidiaries. (a) Schedule 3.07(a) 6.7 sets forth a list of (i) each Subsidiary of Holdings Loan Party and its jurisdiction of incorporation or organization as of the Closing Date, date hereof and (ii) the number of each class of Borrower’s Equity Interests and the Equity Interests of each Subsidiary of Borrower its equity interests authorized, and the number outstanding, on the Closing Date date hereof and the number of shares equity interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Datedate hereof. As Except as set forth in Schedule 6.7, as of the Closing Datedate hereof Borrower and no Subsidiary of Borrower (a) has any Subsidiaries, all Equity Interests or (b) is engaged in any joint venture or partnership with any other Person. All equity interests of Borrower and each of its Subsidiaries are duly and validly issued and are fully paid and non-assessable (to the extent applicable)assessable, and all Equity Interests of the Subsidiaries are owned by Holdings Borrower, directly or indirectly indirectly, through Wholly Owned wholly-owned Subsidiaries. All Equity Interests of Borrower are owned directly by HoldingsThe Pledged Shares under the Pledge Agreement consistute sufficient voting interest to control each such entity. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests equity interests pledged by (or purported to be pledged by) it under the Security DocumentsPledge Agreement, free of any and all Liens, except the security interest created by the Security Documents, pursuant to the Term Loan Credit Agreement and any Permitted Liens that arise by operation rights or claims of applicable Legal Requirements and are not voluntarily granted, other persons and, as of the Closing Datedate hereof, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as set forth in Schedule 3.07(aequity interests (or any economic or voting interests therein).

Appears in 1 contract

Samples: Loan Agreement (Body & Mind Inc.)

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth forth, as of the Closing Date and after giving effect to the Transactions, a list of (i) each Subsidiary of Holdings Company and its each such Company’s jurisdiction of incorporation or organization as of the Closing Dateorganization, and (ii) the number of each class of Borrowereach Company’s Equity Interests and the Equity Interests of each Subsidiary of Borrower authorized, and the number outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Daterights. As of the Closing Date, all All Equity Interests of Borrower and each of its Subsidiaries Company are duly and validly issued and are fully paid and non-assessable (to the extent applicable)assessable, and (a) all Equity Interests of the Administrative Borrower and Co-Borrower are directly owned by Holdings, (b) all Equity Interests of each Subsidiary Guarantor (other than the Restricted Parent Subsidiaries) are owned by the Administrative Borrower directly or indirectly through other Subsidiary Guarantors and (c) all Equity Interests of the Restricted Parent Subsidiaries are owned by Holdings directly or indirectly through Wholly Owned Subsidiaries. All Equity Interests of Borrower other Restricted Parent Subsidiaries that are owned directly by HoldingsSubsidiary Guarantors. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents, pursuant to the Term Loan Credit Agreement and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as . As of the Closing Date, except as set forth in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as set forth in Schedule 3.07(aInterests (or any economic or voting interests therein).. 112

Appears in 1 contract

Samples: Credit Agreement (International Seaways, Inc.)

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth a list of (i) (w) Borrower and each Subsidiary of Holdings Borrower and its jurisdiction of incorporation or organization as of the Closing Third Amendment Effective Date, (x) each Subsidiary Guarantor as of the Third Amendment Effective Date, (y) each Immaterial Subsidiary as of the Third Amendment Effective Date and (z) each Unrestricted Subsidiary as of the Third Amendment Effective Date and (ii) the number of each class of Borrower’s its Equity Interests and the Equity Interests of each Subsidiary of Borrower authorized, and the number outstanding, on the Closing Third Amendment Effective Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Third Amendment Effective Date. As All Subsidiaries of Borrower as of the Closing Date, all Third Amendment Effective Date are Restricted Subsidiaries other than as set forth on Schedule 3.07(a). All Equity Interests of Borrower and each of its Subsidiaries Company are duly and validly issued and are fully paid and non-assessable (to assessable, and, other than the extent applicable), and all Equity Interests of the Subsidiaries are owned by Holdings directly or indirectly through Wholly Owned Subsidiaries. All Equity Interests of Borrower or as disclosed on Schedule 3.07(a) or as otherwise permitted by this Agreement, are owned by Borrower, directly by Holdingsor indirectly, through Restricted Subsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons (other than Liens granted to, and rights and claims held by, Loan Parties), except (i) the security interest created by the Security Documents, pursuant (ii) subject to the Term Loan Credit Agreement Intercreditor Agreement, the security interests permitted by Section 6.02(u) and (iii) any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Third Amendment Effective Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as set forth in Schedule 3.07(aInterests (or any economic or voting interests therein).

Appears in 1 contract

Samples: Credit Agreement

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth a list of (i) (x) Borrower and each Subsidiary of Holdings Borrower and its jurisdiction of incorporation or organization as of the Closing Date, (y) each Subsidiary Guarantor as of the Closing Date and (z) each Immaterial Subsidiary as of the Closing Date and (ii) the number of each class of Borrower’s its Equity Interests and the Equity Interests of each Subsidiary of Borrower authorized, and the number outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Date. As All Subsidiaries of Borrower as of the Closing Date, all Date are Restricted Subsidiaries. All Equity Interests of Borrower and each of its Subsidiaries Company are duly and validly issued and are fully paid and non-assessable (to assessable, and, other than the extent applicable), and all Equity Interests of the Subsidiaries are owned by Holdings directly or indirectly through Wholly Owned Subsidiaries. All Equity Interests of Borrower or as disclosed on Schedule 3.07(a) or as otherwise permitted by this Agreement, are owned by Borrower, directly by Holdingsor indirectly, through Restricted Subsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons (other than Liens granted to, and rights and claims held by, Loan Parties), except (i) the security interest created by the Security Documents, pursuant (ii) subject to the Term Loan Credit Agreement Intercreditor Agreement, the security interests permitted by Section 6.02(u) and (iii) any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as set forth in Schedule 3.07(aInterests (or any economic or voting interests therein).

Appears in 1 contract

Samples: Credit Agreement

Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth a list of (i) each Subsidiary of Holdings Borrower and its jurisdiction of incorporation or organization as of the Closing Date, (ii) each Subsidiary that is a Restricted Subsidiary and each Subsidiary that is an Unrestricted Subsidiary as of the Closing Date, and (iiiii) the number of each class of Borrower’s its Equity Interests and the Equity Interests of each Subsidiary of Borrower authorized, and the number outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Date. As of the Closing Date, all All Equity Interests of Borrower and each of its Subsidiaries Company are duly and validly issued and are fully paid and non-assessable (to the extent applicable)assessable, and all Equity Interests of the Subsidiaries are owned by Holdings Borrower directly or indirectly through Wholly Owned Subsidiaries. All Equity Interests of Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents, pursuant to the Term Loan Credit Agreement Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as may be set forth in on Schedule 3.07(a).

Appears in 1 contract

Samples: Credit Agreement (BioScrip, Inc.)

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