Subsidiaries and Joint Ventures. Create, acquire or otherwise suffer to exist, or permit any Subsidiary of such Borrower to create, acquire or otherwise suffer to exist, any Subsidiary or joint venture arrangement not in existence as of the date hereof, except in connection with a Permitted Acquisition.
Subsidiaries and Joint Ventures. Section 3.12 of the Disclosure Letter sets forth, as of the Effective Date, the name, type of organization and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by Parent or any Subsidiary in, (a) each Subsidiary and (b) each joint venture in which Parent or any Subsidiary owns any Equity Interests, and identifies each Designated Subsidiary. All the issued and outstanding Equity Interests in each Subsidiary owned by any Loan Party have been (to the extent such concepts are relevant with respect to such Equity Interests) duly authorized and validly issued and are fully paid and non-assessable (except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived and not as a result of any rights contained in organizational documents). Except as set forth in Section 3.12 of the Disclosure Letter, as of the Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which Parent or any Subsidiary is a party requiring, and there are no Equity Interests in any Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Subsidiary.
Subsidiaries and Joint Ventures. The sum of the amount of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures plus the amount paid by the Borrower in respect of the stock, obligations or securities of or any other interest in such Subsidiaries and Joint Ventures plus any capital contributions by the Borrower to such Subsidiaries and Joint Ventures plus the amount of assets otherwise sold or transferred by the Borrower to such Subsidiaries and Joint Ventures (other than sales at fair market value) shall not exceed at any time 10% of the sum of (i) all accounts which, in accordance with generally accepted accounting principles, constitute Members' equity in the Borrower at such time, (ii) all Indebtedness of the Borrower shown in its balance sheet dated as of May 31, 2001 as Members' Subordinated Certificates as such Indebtedness shall be reduced from time to time and any other Indebtedness of the Borrower incurred after May 31, 2001 having substantially similar provisions as to subordination as those contained in said outstanding certificates as such other Indebtedness shall be reduced from time to time, in each case at such time and (iii) all Qualified Subordinated Indebtedness outstanding at such time.
Subsidiaries and Joint Ventures. As of the Restatement Date, (a) Schedule 4.8 sets forth the name and jurisdiction of incorporation of each direct Subsidiary and Joint Venture of each Credit Party and, as to each such direct Subsidiary and Joint Venture, the percentage of each class of Capital Stock owned by any Credit Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of any Borrower or any of their respective Subsidiaries.
Subsidiaries and Joint Ventures. Without the prior written consent of the Lender, the Borrower shall not form any subsidiary, become a general or limited partner in any partnership or become a party to a joint venture. If the Lender grants its consent to the formation or acquisition of a subsidiary Borrower, such entity shall cause each subsidiary to perform and observe all of the covenants contained in this Agreement and the other Loan Documents.
Subsidiaries and Joint Ventures. Schedule 5.23 sets forth a complete list of all subsidiaries, joint ventures and partnerships in which the Company is a record or beneficial owner. All of the issued and outstanding capital stock of the subsidiaries listed on Schedule 5.23 hereto is owned of record or beneficially by the Company or by one of the listed subsidiaries on Schedule 5.23.
Subsidiaries and Joint Ventures. Except as disclosed on SECTION 2.2 of the EXCEPTION SCHEDULE the Company has no subsidiaries and owns no stock or other interest in any other corporation or in any partnership or limited liability Company, or other venture or entity. Except as disclosed on SECTION 2.2 of the EXCEPTION SCHEDULE, the Company owns all of the issued and outstanding capital stock and other ownership interests of each of its subsidiaries, free and clear of all Encumbrances, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, commitments or obligations of any character relating to the securities of any such subsidiary. As of the Closing, the Company will have no subsidiaries.
Subsidiaries and Joint Ventures. As of the Closing Date, Schedule 4.16 sets forth, each Subsidiary and each joint venture of the Borrower and each Subsidiary, and, for each Person set forth thereon, a complete and accurate statement of (i) the percentage ownership of each such Person by the Borrower or any Subsidiary of the Borrower, (ii) the state or other jurisdiction of incorporation or formation, as appropriate, of each such Person, and the type of legal entity for each such Person, (iii) each state in which each such Person is qualified to do business and (iv) all of each such Person’s trade names, trade styles or doing business forms which such Person has used or under which such Person has transacted business during the five (5) year period immediately preceding the Fourth Amendment Closing Date. As of the Closing Date, neither the Borrower nor any Subsidiary is a partner or joint venturer in any partnership or joint venture other than as expressly set described on Schedule 4.16.
Subsidiaries and Joint Ventures. (a) Except for the Subsidiaries disclosed in the Public Documents, the Target does not have any material, direct or indirect, interest in any Person. Each Person in which the Target has an ownership interest is duly organized and is validly existing under the Laws of its jurisdiction of incorporation, continuance or creation, has all necessary corporate or other power and authority, capacity and right to own its property and other assets and to conduct its businesses as now owned and conducted by it and is duly registered or otherwise qualified to carry on business in each jurisdiction in which the character of its properties or the nature of its activities makes such registration or authorization necessary, except where the failure to be so registered or otherwise qualified would not, individually or in the aggregate, have a Target Material Adverse Effect. The Target beneficially owns, directly or indirectly, all of the issued and outstanding securities of each of the Subsidiaries representing the Target’s ownership interest disclosed in the Public Documents. All of the outstanding shares in the capital of each of the Subsidiaries that is a corporation and other ownership interests are: (i) duly authorized, validly issued, fully-paid and non-assessable and, all such shares and other ownership interests are owned free and clear of all pledges, security interests, liens, claims or encumbrances of any kind or nature whatsoever, (ii) there are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any such shares or other ownership interests in, or material assets or properties of, any Subsidiary, and (iii) free of any other restrictions including any restriction on the right to vote, sell or otherwise dispose of such shares.