Subsidiaries; Stock. As of the Agreement Date, Schedule 7.4 contains a correct and complete list of Holdings and its Subsidiaries, including (a) jurisdiction of organization, (b) the form of organization, (c) identification number of such Person in its jurisdiction of organization, if any, (d) the address of each Person’s chief executive office and (e) each jurisdiction where such Person is qualified to do business. The Stock of Holdings and its Subsidiaries is free and clear of all Liens (other than, statutory Permitted Liens, if applicable) and has been duly authorized and validly issued in compliance with all applicable federal, state and other Laws and is fully paid and non-assessable (except to the extent such concepts are not applicable under the applicable Law of such Subsidiary’s jurisdiction of formation). Except as set forth on Schedule 7.4, in each case as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement (including, without limitation, preemptive rights) to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Stock of Holdings or any of its Subsidiaries or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Stock of Holdings or any of its Subsidiaries. Schedule 7.4 correctly sets forth the ownership interest of Holdings, the Borrower and each of their respective Subsidiaries as of the Agreement Date. As of the Closing Date, the Obligors have no equity investments in any other Person other than those specifically disclosed in Schedule 8.11. The copies of the Organization Documents of each Obligor and each amendment thereto provided pursuant to Section 9.1 are true and correct copies of each such document as of the Closing Date, each of which is valid and in full force and effect as of the Closing Date.
Subsidiaries; Stock. TLGI and the Borrower will cause:
Subsidiaries; Stock. 24 3.17 Permits........................................................24 3.18 Labor and Employment...........................................24 3.19
Subsidiaries; Stock. (a) Except as set forth on the Disclosure Schedule, no Acquired Company has any direct or indirect subsidiaries. The Disclosure Schedule sets forth a complete and correct list of the owners of record of each direct and indirect subsidiary, if any, of the Acquired Companies.
Subsidiaries; Stock. Except as set forth on Schedule 8.13 hereto, all of the issued and outstanding shares of capital stock of each subsidiary of SSG are directly and beneficially owned by SSG and all such shares have been duly authorized and are fully paid and nonassessable, free and clear of all claims, liens, pledges and encumbrances of any kind other than liens and encumbrances in favor of Lender.
Subsidiaries; Stock. All of the issued and outstanding ------------- ----- capital stock of each of the corporations named on the attached Schedule 4O -------- -- (other than Xxxxxxxx, and other than Xxxxxxxx Two and Xxxxxxxx Three, as of the Closing Date) is owned of record (directly or indirectly through one or more of its Subsidiaries) by Xxxxxxxx free and clear of all Liens other than Permitted Encumbrances. All such capital stock has been validly issued and is fully paid and nonassessable, there is not outstanding any right to acquire any capital stock or other equity securities of any Subsidiary of Xxxxxxxx (by exercise of any right or by conversion, exchange or otherwise), and such capital stock is not subject to any option, warrant, voting trust, outstanding proxy, registration rights agreement or other agreement regarding voting rights, other than any Permitted Encumbrance. (2)
Subsidiaries; Stock. After the Effective Date, the Company will not sell, transfer or otherwise dispose of any class of its Capital Stock or any of the voting rights of any Subsidiary of the Company, except as permitted under Section 8.02.
Subsidiaries; Stock. As of the Fourth Amendment Effective Date, Schedule 7.4 contains a correct and complete list of Holdings and its Subsidiaries, including (a) jurisdiction of organization, (b) the form of organization, (c) identification number of such Person in its jurisdiction of organization, if any, (d) the address of each Person’s chief executive office and
Subsidiaries; Stock. All of the issued and outstanding shares of capital stock of each subsidiary of Parent are directly and beneficially owed by Parent and all such shares have been duly authorized and are fully paid and nonassessable, free and clear of all claims, liens, pledges and encumbrances of any kind other than liens and encumbrances in favor of Lender.
