The Equity Interests Sample Clauses

The Equity Interests. The Equity Interests are duly authorized, validly issued and outstanding, fully paid, non-assessable (except, in the case of the Wholly-Owned Subsidiaries that are limited liability companies, as expressly authorized by the terms of the applicable Organizational Documents of such Wholly-Owned Subsidiaries and except as required by applicable Law) and have not been issued in violation of any preemptive rights, subscription right or any similar right under any provision of local or state Law applicable to such interests, the applicable Wholly-Owned Subsidiary’s Organizational Documents, or any contract to which any Company Party or any of its Affiliates is a party or to which it or any of the Company Properties are otherwise bound. Except for the Equity Interests, there are no outstanding shares, units or other equity interests in any Wholly-Owned Subsidiary, or any contractual arrangements giving any Person a right to receive any benefits or rights similar to the rights enjoyed by or accruing to the holders of any Equity Interests. Other than pursuant to this Agreement, there are no outstanding warrants, options, rights, convertible or exchangeable securities, contractual arrangements or other commitments pursuant to which any Seller or any Company Party is or may become obligated to issue or sell any capital stock or other equity interests in such Wholly-Owned Subsidiary, or for the repurchase or redemption of the Equity Interests, or any contractual arrangements or other commitments of any kind which may obligate any Seller or any Company Party to issue, purchase, register for sale, redeem or otherwise acquire any membership interests or other equity interests in any Wholly-Owned Subsidiary. Immediately after the Closing, the Equity Interest will continue to have the same ownership as set forth in Schedule 3.3(d) and such owners will have good and valid record and beneficial title to such Equity Interests, free and clear of any Liens, and, except for restrictions under applicable federal and state securities Laws or as provided in the applicable Wholly-Owned Subsidiary’s Organizational Documents, free and clear of any restrictions on transfer, Taxes, or claims.
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The Equity Interests. The entire equity ownership of each Subsidiary consists of the membership interests as set forth in Exhibit B attached hereto. In each case, all the Equity Interests are duly authorized and validly issued and outstanding, fully paid, non-assessable (except as expressly authorized by the terms of the applicable operating agreements or limited liability company agreements of the Subsidiaries and except as such nonassessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act) and have not been issued in violation of any preemptive rights. Except for the membership interests shown on Exhibit B, there are no outstanding interests, units or other equity interests in any Subsidiary, or any contractual arrangements giving any Person a right to receive any benefits or rights similar to the rights enjoyed by or accruing to the holders of any Equity Interests of any Subsidiary. Other than pursuant to this Agreement, the limited liability company agreements of the Subsidiaries or similar governing instruments, or the LLC Agreement, there are no outstanding warrants, options, rights, convertible or exchangeable securities or other commitments pursuant to which the Company or any Subsidiary is or may become obligated to issue or sell any capital stock or other equity interests in such Subsidiary.
The Equity Interests. Each Seller has good and valid title to the Equity Interests of the applicable Company set forth next to such Seller’s name in Attachment A, free and clear of all Liens except as set forth in Section 3.4 of the Seller Disclosure Schedule. Where required by Law, each Seller’s ownership of the applicable Equity Interests has been duly recorded in all applicable Company registers. Assuming the Purchaser has the requisite power and authority to be the lawful owner of the Equity Interests, upon delivery to the Purchaser at the Closing of the certificates representing the Equity Interests, duly endorsed by the applicable Sellers for transfer to the Purchaser or accompanied by duly endorsed stock powers pursuant to Section 2.3(b), and upon the Sellersreceipt of the Purchase Price pursuant to Section 2.3(a), good and valid title to the Equity Interests will pass to the Purchaser, free and clear of any Liens, other than those arising from acts of the Purchaser or its Affiliates. Other than this Agreement, the Equity Interests are not subject to any voting trust agreement or other Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Equity Interests.
The Equity Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell and deliver the Equity Interests to the Buyer, and the Buyer shall purchase and accept the Equity Interests from the Seller.
The Equity Interests. Such Seller has good and valid title to the Equity Interests set forth next to such Seller’s name on Exhibit A, free and clear of all Liens (other than restrictions under federal and state securities laws and the certificate of incorporation or by-laws (or comparable documents) of the Companies or any Company Subsidiary). Assuming Purchaser has the requisite power and authority to be the lawful owner of such Equity Interests, upon delivery to Purchaser at the Closing of certificates representing such Equity Interests, duly endorsed by such Seller for transfer to Purchaser, and upon Seller’s receipt of the Closing Date Amount and the equity interests of Purchaser contemplated by the Rollover Transactions, good and valid title to the Equity Interests will pass to Purchaser, free and clear of any Liens (other than restrictions under federal and state securities laws and the certificate of incorporation or by-laws (or comparable documents) of the Companies or any Company Subsidiary and other than those arising out of acts of Purchaser or its Affiliates). Other than this Agreement and as set forth on Schedule 2,04, the Equity Interests are not subject to any voting trust agreement or any Contract restricting or otherwise relating to the voting, dividend rights or disposition of such Equity Interests.
The Equity Interests. The Equity Interests shall not be securities governed by Article 8 of the Uniform Commercial Code. The Equity Interests shall at all times be uncertificated and the Operating Agreement shall require that all Equity Interests be uncertificated. In the event that any securities comprising part of the Collateral nonetheless become certificated, the certificates shall be promptly delivered to the Lender, accompanied by proper instruments of assignment substantially in the form attached hereto as Exhibit A, duly executed and endorsed by the Pledgor and by such other instruments or documents as the Lender may reasonably request sufficient to transfer the title thereto to the Lender or its nominee.

Related to The Equity Interests

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

  • Pledged Equity Interests Set forth on Schedule 5.21(f), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02, is a list of (i) all Pledged Equity and (ii) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents (in each case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.).

  • Subsidiaries; Equity Interests The Parent does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Equity Interest The stock of or other interests in, or warrants or other rights to purchase the stock of or other interests in, any entity that has borrowed money from the Company or that is a tenant of the Company or that is a parent or controlling Person of any such borrower or tenant.

  • Issuance of Equity Interests Issue or allow to be created any stocks or shares or shareholder, partnership or membership interests, as applicable, or other ownership interests other than the stocks, shares, shareholder, partnership or membership interests and other ownership interests which are outstanding or exist on the Closing Date or any security or other instrument which by its terms is convertible into or exercisable or exchangeable for stock, shares, shareholder, partnership or membership interests or other ownership interests in any Borrower or Operating Lessee, unless otherwise permitted under this Agreement in connection with any Mezzanine Loan. No Borrower or Operating Lessee shall allow to be issued or created any stock in any Borrower’s or Operating Lessee’s general partner or managing member, as applicable, other than the stock which is outstanding or existing on the Closing Date or any security or other instrument which by its terms is convertible into or exercisable or exchangeable for any stock in such Borrower’s general partner or managing member, as applicable.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower 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 Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. 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 the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • 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).

  • Ownership Interests Borrower owns no interest in any Person other than the Persons listed in SCHEDULE 8.4, equity investments in Persons not constituting Subsidiaries permitted under SECTION 10.7 and additional Subsidiaries created or acquired after the Closing Date in compliance with SECTION 9.19.