Common use of Equity Ownership; Subsidiaries Clause in Contracts

Equity Ownership; Subsidiaries. (a) All issued and outstanding Equity Interests of each Loan Party and Subsidiary thereof are duly authorized and validly issued, fully paid and non-assessable. All issued and outstanding Equity Interests of each Loan Party and Subsidiary thereof are free and clear of all Liens, other than those in favor of Administrative Agent and the Liens of the Second Lien Agent that are subordinated pursuant to the Second Lien Intercreditor Agreement, and all such Equity Interests were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Equity Interests of each Loan Party and Subsidiary thereof as of the Tenth Amendment Effective Date and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1. Schedule 9.8 sets forth the Excluded Foreign Subsidiaries as of the Tenth Amendment Effective Date. All of the issued and outstanding Equity Interests of each Loan Party and Subsidiary thereof are owned as set forth on Schedule 9.8 as of the Tenth Amendment Effective Date and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1, and all of the issued and outstanding Equity Interests of each Subsidiary thereof is, directly or indirectly, owned by Intermediate Holdings, except for the Equity Interests of Anzen Soluciones, S.A. de C.V. of which 93% are directly or indirectly owned by Intermediate Holdings. As of the Tenth Amendment Effective Date and the date of each Compliance Certificate delivered in connection with financial statements provided pursuant to Section 10.1.1, except as set forth on Schedule 9.8, there are no preemptive or other outstanding rights, options, warrants, conversion rights, or other similar agreements or understandings for the purchase or acquisition of any Equity Interests of any Loan Party or Subsidiary thereof (other than the Monroe Warrants); (b) all of the Monroe Supporting Shares have been duly authorized and reserved for issuance, and, upon issuance, will be validly issued, fully paid and non-assessable; (c) prior to issuance, the Monroe Warrants will be duly authorized and, upon delivery thereof, will represent valid and binding obligations of Ultimate Holdings, subject to bankruptcy, insolvency, and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity; (d) the shares of Class A Common Stock underlying the Monroe Warrants have been duly authorized and reserved for issuance, and, upon issuance, will be validly issued, fully paid and non-assessable; and (e) prior to issuance, Ultimate Holdings will obtain approval of The Nasdaq Stock Market to list the Class A Common Stock specified in the foregoing clauses (b) – (d), subject to official notice of issuance.

Equity Ownership; Subsidiaries. (a) All issued and outstanding Equity Interests of each Loan Party and Subsidiary thereof are duly authorized and validly issued, fully paid and non-assessable. All issued and outstanding Equity Interests of each Loan Party and Subsidiary thereof are free and clear of all Liens, other than those in favor of Administrative Agent and the Liens of the Second Lien Agent that are subordinated pursuant to the Second Lien Intercreditor Agreement, and all such Equity Interests were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Equity Interests of each Loan Party and Subsidiary thereof as of the Tenth Amendment Effective Date and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1. Schedule 9.8 sets forth the Excluded Foreign Subsidiaries as of the Tenth Amendment Effective Date. All of the issued and outstanding Equity Interests of each Loan Party and Subsidiary thereof are owned as set forth on Schedule 9.8 as of the Tenth Amendment Effective Date and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1, and all of the issued and outstanding Equity Interests of each Subsidiary thereof is, directly or indirectly, owned by Intermediate Holdings, except for the Equity Interests of Anzen Soluciones, S.A. de C.V. of which 93% are directly or indirectly owned by Intermediate Holdings. As of the Tenth Amendment Effective Date and the date of each Compliance Certificate delivered in connection with financial statements provided pursuant to Section 10.1.1, except as set forth on Schedule 9.8, there are no preemptive pre- emptive or other outstanding rights, options, warrants, conversion rights, or other similar agreements or understandings for the purchase or acquisition of any Equity Interests of any Loan Party or Subsidiary thereof (other than the Monroe Warrants); (b) all of the Monroe Supporting Shares have been duly authorized and reserved for issuance, and, upon issuance, will be validly issued, fully paid and non-assessable; (c) prior to issuance, the Monroe Warrants will be duly authorized and, upon delivery thereof, will represent valid and binding obligations of Ultimate Holdings, subject to bankruptcy, insolvency, and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity; (d) the shares of Class A Common Stock underlying the Monroe Warrants have been duly authorized and reserved for issuance, and, upon issuance, will be validly issued, fully paid and non-assessable; and (e) prior to issuance, Ultimate Holdings will obtain approval of The Nasdaq Stock Market to list the Class A Common Stock specified in the foregoing clauses (b) – (d), subject to official notice of issuance.”

Equity Ownership; Subsidiaries. (a) All issued and outstanding Equity Interests of each Loan Party and Subsidiary thereof are duly authorized and validly issued, fully paid and non-assessable. All issued and outstanding Equity Interests of each Loan Party and Subsidiary thereof are free and clear of all Liens, other than those in favor of Administrative Agent and the Liens of the Second Lien Agent that are subordinated pursuant to the Second Lien Intercreditor AgreementPermitted Liens, and all such Equity Interests were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Equity Interests of each Loan Party and Subsidiary thereof as of the Tenth Amendment Effective Date date hereof and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1. Schedule 9.8 sets forth the Excluded Foreign Subsidiaries as of the Tenth Amendment Effective Datedate hereof. All of the issued and outstanding Equity Interests of each Loan Party and Subsidiary thereof are owned as set forth on Schedule 9.8 as of the Tenth Amendment Effective Date date hereof and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1, and all of the issued and outstanding Equity Interests of each Subsidiary thereof is, directly or indirectly, owned by Intermediate Ultimate Holdings, except for the Equity Interests Interest of (a) Anzen Soluciones, Soluciones S.A. de C.V. of which 9392% are directly or indirectly owned by Intermediate Holdings. Holdings and (b) AgileThought Digital Solutions, S.A.P.I. de C.V. of which 1% are directly or indirectly owned by Invertis S.A. de C.V. As of the Tenth Amendment Effective Date date hereof and the date of each Compliance Certificate delivered in connection with financial statements provided pursuant to Section 10.1.1, except as set forth on Schedule 9.8, there are no preemptive pre-emptive or other outstanding rights, options, warrants, conversion rights, or other similar agreements or understandings for the purchase or acquisition of any Equity Interests of any Loan Party or Subsidiary thereof (other than the Monroe Warrants); (b) all of the Monroe Supporting Shares have been duly authorized and reserved for issuance, and, upon issuance, will be validly issued, fully paid and non-assessable; (c) prior to issuance, the Monroe Warrants will be duly authorized and, upon delivery thereof, will represent valid and binding obligations of Ultimate Holdings, subject to bankruptcy, insolvency, and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity; (d) the shares of Class A Common Stock underlying the Monroe Warrants have been duly authorized and reserved for issuance, and, upon issuance, will be validly issued, fully paid and non-assessable; and (e) prior to issuance, Ultimate Holdings will obtain approval of The Nasdaq Stock Market to list the Class A Common Stock specified in the foregoing clauses (b) – (d), subject to official notice of issuance.

Equity Ownership; Subsidiaries. (a) All issued and outstanding Equity Interests of each Loan Party and Subsidiary thereof are duly authorized and validly issued, fully paid and non-assessable. All issued and outstanding Equity Interests of each Loan Party and Subsidiary thereof are free and clear of all Liens, other than those in favor of Administrative Agent and the Liens of the Second Lien Agent that are subordinated pursuant to the Second Lien Intercreditor AgreementPermitted Liens, and all such Equity Interests were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Equity Interests of each Loan Party and Subsidiary thereof as of the Tenth Amendment Effective Date date hereof and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1. Schedule 9.8 sets forth the Excluded Foreign Subsidiaries as of the Tenth Amendment Effective Datedate hereof. All of the issued and outstanding Equity Interests of each Loan Party and Subsidiary thereof are owned as set forth on Schedule 9.8 as of the Tenth Amendment Effective Date date hereof and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1, and all of the issued and outstanding Equity Interests of each Subsidiary thereof is, directly or indirectly, owned by Intermediate Ultimate Holdings, except for the Equity Interests Interest of Anzen Soluciones, Soluciones S.A. de C.V. of which 93% are directly or indirectly owned by Intermediate Holdings. As of the Tenth Amendment Effective Date date hereof and the date of each Compliance Certificate delivered in connection with financial statements provided pursuant to Section 10.1.1, except as set forth on Schedule 9.8, there are no preemptive pre-emptive or other outstanding rights, options, warrants, conversion rights, or other similar agreements or understandings for the purchase or acquisition of any Equity Interests of any Loan Party or Subsidiary thereof (other than the Monroe Warrants); (b) all of the Monroe Supporting Shares have been duly authorized and reserved for issuance, and, upon issuance, will be validly issued, fully paid and non-assessable; (c) prior to issuance, the Monroe Warrants will be duly authorized and, upon delivery thereof, will represent valid and binding obligations of Ultimate Holdings, subject to bankruptcy, insolvency, and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity; (d) the shares of Class A Common Stock underlying the Monroe Warrants have been duly authorized and reserved for issuance, and, upon issuance, will be validly issued, fully paid and non-assessable; and (e) prior to issuance, Ultimate Holdings will obtain approval of The Nasdaq Stock Market to list the Class A Common Stock specified in the foregoing clauses (b) – (d), subject to official notice of issuance.

Equity Ownership; Subsidiaries. (a) All issued and outstanding Equity Interests of each Loan Party and Subsidiary thereof are duly authorized and validly issued, fully paid and non-assessable. All issued and outstanding Equity Interests of each Loan Party and Subsidiary thereof are free and clear of all Liens, other than those in favor of Administrative Agent and the Liens of the Second Lien Agent that are subordinated pursuant to the Second Lien Intercreditor Agreement, and all such Equity Interests were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Equity Interests of each Loan Party and Subsidiary thereof as of the Tenth Amendment Effective Closing Date and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1. Schedule 9.8 sets forth the Excluded Foreign Subsidiaries as of the Tenth Amendment Effective Closing Date. All of the issued and outstanding Equity Interests of each Loan Party and Subsidiary thereof are owned as set forth on Schedule 9.8 as of the Tenth Amendment Effective Closing Date and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1, and all of the issued and outstanding Equity Interests of each Subsidiary thereof is, directly or indirectly, owned by Intermediate Holdings, except for the Equity Interests of Faktos INC, S.A.P.I. de C.V. and Facultas Analytics, S.A.P.I. de C.V., which are held in the manner and by the Persons set forth in Schedule 9.8 and except for the Equity Interest of Anzen Soluciones, S.A. de C.V. of which 93% are directly or indirectly owned by Intermediate Holdings. As of the Tenth Amendment Effective Closing Date and the date of each Compliance Certificate delivered in connection with financial statements provided pursuant to Section 10.1.1, except as set forth on Schedule 9.8, there are no preemptive pre-emptive or other outstanding rights, options, warrants, conversion rights, or other similar agreements or understandings for the purchase or acquisition of any Equity Interests of any Loan Party or Subsidiary thereof (other than the Monroe Warrants); (b) all of the Monroe Supporting Shares have been duly authorized and reserved for issuance, and, upon issuance, will be validly issued, fully paid and non-assessable; (c) prior to issuance, the Monroe Warrants will be duly authorized and, upon delivery thereof, will represent valid and binding obligations of Ultimate Holdings, subject to bankruptcy, insolvency, and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity; (d) the shares of Class A Common Stock underlying the Monroe Warrants have been duly authorized and reserved for issuance, and, upon issuance, will be validly issued, fully paid and non-assessable; and (e) prior to issuance, Ultimate Holdings will obtain approval of The Nasdaq Stock Market to list the Class A Common Stock specified in the foregoing clauses (b) – (d), subject to official notice of issuance.