Ownership of Group Members Sample Clauses

Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Group Member and each Subsidiary of any Group Member and each joint venture of any of them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower or Holdings. All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of Holdings, is owned beneficially and of record by a Group Member (or, in the case of the Borrower, by MSH) free and clear of all Liens other than the security interests created by the Loan Documents and, in the case of joint ventures, Permitted Liens. There are no Stock Equivalents with respect to the Stock of any Group Member (other than Holdings) or any Subsidiary of any Group Member or any joint venture of any of them and, as of the Closing Date, except as set forth on Schedule 4.3, there are no Stock Equivalents with respect to the Stock of Holdings. There are no Contractual Obligations or other understandings to which any Group Member, any Subsidiary of any Group Member or any joint venture of any of them is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Group Member or any such Subsidiary or joint venture.
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Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Restatement Date, for each Group Member and each Subsidiary of any Group Member and each joint venture of any of them, its legal name, its jurisdiction of organization and the percentage of its Voting Stock owned by Holdings and each other Subsidiary, and for each joint venture, the nature of the application.
Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Group Member and each Subsidiary of any Group Member and each joint venture of any of them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Issuer. All outstanding Stock of each Group Member has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned beneficially and of record by a Group Member free and clear of all Liens other than the security interests created by the Senior Credit Documents and, in the case of joint ventures, Permitted Liens. There are no Stock Equivalents with respect to the Stock of any Group Member or any Subsidiary of any Group Member or any joint venture of any of them and, as of the Closing Date, except as set forth on Schedule 4.3. There are no Contractual Obligations or other understandings to which any Group Member, any Subsidiary of any Group Member or any joint venture of any of them is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Group Member or any such Subsidiary.
Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Group Member (it being understood that SIC, SRAM-SP2 and the SRAM-SP2 Subs are not Group Members as of the Closing Date) and each Subsidiary of any Group Member and each joint venture of any of them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower or Holdings. All outstanding Stock of each of them (other than SIC, SRAM-SP2 and the SRAM-SP2 Subs) has been validly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of Holdings, SIC, SRAM-SP2 and the SRAM-SP2 Subs, is owned beneficially and of record by a Group Member free and clear of all Liens other than the security interests created by the Loan Documents and Liens under clauses (a) and (e) of the definition of Customary Permitted Liens. There are no Stock Equivalents (or debt securities that are convertible into, or exchangeable for, Stock) with respect to the Stock of any Group Member (other than Holdings, SIC, SRAM-SP2 and the SRAM-SP2 Subs) or any Subsidiary of any Group Member and, as of the Closing Date, except as set forth on Schedule 4.3, there are no Stock Equivalents with respect to the Stock (or debt securities that are convertible into, or exchangeable for, Stock) of Holdings. Except as set forth on Schedule 4.3, there are no Contractual Obligations or other understandings to which any Group Member (other than SIC, SRAM-SP2 and the SRAM-SP2 Subs) or any Subsidiary of any Group Member is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Group Member or any such Subsidiary or joint venture.
Ownership of Group Members. Set forth on Schedule 3.03 is a complete and accurate list showing, as of the Closing Date, for each Group Member and each joint venture of any of them, its jurisdiction of organization and the number of shares of each class of Equity Interests authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding Equity Interests of each such class owned (directly or indirectly) by Holdings. All outstanding Equity Interests of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of Holdings, is owned beneficially and of record by a Loan Party (or, in the case of Holdings, by the Parent Company) free and clear of all Liens other than the security interests created by the Loan Documents and Permitted Liens. Except as set forth in the Organizational Documents of the other Group Member as of the Closing Date, there are no Contractual Obligations or other understandings to which any Group Member or any joint venture of any of them is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Equity Interest of any Group Member or any such joint venture.
Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list as of the Second Amendment and Restatement Effective Date showing for each Group Member and each Subsidiary of any Group Member and each joint venture of any of them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Second Amendment and Restatement Effective Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned beneficially and of record by a Group Member free and clear of all Liens other than the security interests created by the Loan Documents and Customary Permitted Liens. There are no Stock Equivalents with respect to the Stock of any Group Member or any Subsidiary of any Group Member or any joint venture of any of them as of the Second Amendment and Restatement Effective Date, except as set forth on Schedule 4.3. Except as provided in the Constituent Documents delivered to the Administrative Agent on or prior to the Initial Closing Date, there are no Contractual Obligations or other understandings to which the Borrower, any Group Member, any Subsidiary of any Group Member or any joint venture of any of them is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Group Member or any such Subsidiary or joint venture.
Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Group Member and each Subsidiary of any Group Member and each joint venture of any of them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of the Borrower, is owned beneficially and of record by a Group Member free and clear of all Liens other than the security interests created by the Loan Documents and the Term Loan Documents, any non-consensual Liens arising as a matter of law and permitted under Section 8.2 and, in the case of joint ventures, Permitted Liens. Except as provided in Schedule 4.3, as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Group Member or any of their Subsidiaries of any Stock of any such entity.
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Ownership of Group Members. The Borrower has no Subsidiaries and holds no investments in any other Person and conducts no business other than its ownership of 99.17% of the limited liability membership interest in White Cliffs (as reduced by any Permitted Option Transfer after the Closing Date) and its ownership of 100% of the limited liability company interests in the Unrestricted Subsidiary. Such ownership interest in White Cliffs is owned beneficially and of record by the Borrower free and clear of all Liens other than the security interests created by the Loan Documents, and is subject to no Stock Equivalent or other right or encumbrance, other than the Permitted Options. There are no Contractual Obligations or other understandings to which any Group Member is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Group Member, other than, with respect to White Cliffs, restrictions on the transfer and encumbrance of Stock or Stock Equivalents pursuant to the Constituent Documents of White Cliffs.
Ownership of Group Members. Number and Percentage of Outstanding Shares Number of Owned, Number of Outstanding directly or Jurisdiction of Shares of Shares as of indirectly, Incorporation or Authorized the Closing by Name Organization Stock Date Borrower Westwood One, Inc. Delaware 5,000,000,000 Class A Common Stock 35,000,000 Class B Common Stock 200,000 Preferred Stock, of which 20,000 is Series A Preferred Stock 22,637,975 Class A Common Stock 34,237,638 Class B Common Stock 9,691.374 Series A Preferred Stock N/A WESTWOOD ONE PROPERTIES, INC. Delaware 1,000 1,000 100 % Westwood One Stations — NYC, Inc. Delaware 1,000 100 100 % WESTWOOD ONE RADIO, INC. California 10,000 Common Stock 100,000 Preferred Stock 120 common 0 preferred 100 N/A % Westwood One Radio Networks, Inc. Delaware 1,000 1,000 100 % Westwood National Radio Corporation Delaware 1,000 100 100 % Verge Media Companies, LLC Delaware N/A N/A 100 % Verge Media Group Holdings, Inc. Delaware 1,000 100 100 % Number and Percentage of Outstanding Shares Number of Owned, Number of Outstanding directly or Jurisdiction of Shares of Shares as of indirectly, Incorporation or Authorized the Closing by Name Organization Stock Date Borrower Verge Media Intermediate Holdings, Inc. Delaware 1,000 100 100 % Verge Media, Inc. Delaware 1,000 100 100 % Verge Media Solutions, LLC Delaware N/A N/A 100 % Excelsior Radio Networks, LLC Delaware N/A N/A 100 % EXBT, LLC Delaware N/A N/A 100 % Dial Communications Global Media, LLC Delaware N/A N/A 100 % RDG EXCELSIOR HOLDINGS, LLC Delaware N/A N/A 100 % Triton Network Group, LLC Colorado N/A N/A 100 % ExcelsiorTM, Inc. Delaware 1,000 1,000 100 % Triton Media Networks, LLC Colorado N/A N/A 100 % Triton Radio Network Ventures, LLC Colorado N/A N/A 100 % JPN, LLC Colorado N/A N/A 100 % Triton Radio Holdings, LLC Colorado N/A N/A 100 % Triton MediaAmerica, Inc. New York 100 100 100 % Triton Radio Networks, LLC Colorado N/A N/A 100 % American Comedy Network, LLC Colorado N/A N/A 100 % Stock Equivalents of Group Members (other than Borrower), Subsidiaries of Group Members and Joint Ventures of Any of Them Stock Equivalents None. Subsidiaries and Joint Ventures Number and Percentage of Outstanding Shares Owned, Jurisdiction of directly or Name of Joint Incorporation or Number of Shares of indirectly, by Venture Organization Authorized Stock Borrower View 2 Records, LLC Colorado N/A 50 % U.S.A. Biker Nation Radio Programming, LLC Colorado N/A 50 % SRLP, L.P. Delaware N/A ~ 15 % POP Radio LP Delaware N/A 20 ...
Ownership of Group Members. 43 Section 4.4
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