Subsidiaries; Capitalization. As of the Effective Date, the only Subsidiaries of the Borrower are those listed on Schedule 4.1, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, (i) the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens, and are duly authorized, validly issued, fully paid and nonassessable, (ii) except as set forth on Schedule 4.1, none of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (iii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing.
Subsidiaries; Capitalization. As of the Closing Date, the Parent has no other Subsidiaries other than those listed in Schedule 6.14 to the Disclosure Letter. As of the Closing Date, Schedule 6.14 to the Disclosure Letter sets forth the jurisdiction of incorporation or organization of the Parent and its Subsidiaries, the percentage of the Parent’s ownership of the outstanding Voting Stock of each Subsidiary of the Parent, and the authorized, issued, and outstanding Capital Stock of the Parent and each Subsidiary of the Parent. All of the outstanding Capital Stock of the Parent and its Subsidiaries has been validly issued, is fully paid, is nonassessable, and has not been issued in violation of any preemptive or similar rights. As of the Closing Date, except as disclosed in Schedule 6.14 to the Disclosure Letter, there are (a) no outstanding subscriptions, options, warrants, calls, or rights (including, without limitation, preemptive rights) to acquire, and no outstanding securities or instruments convertible into, Capital Stock of the Parent or any of its Subsidiaries, and (b) no shareholder agreements, voting trusts, or similar agreements in effect and binding on any shareholder of (i) to the Parent’s knowledge, the Parent or any of its Capital Stock or (ii) any Subsidiary of the Parent or any of their respective Capital Stock. All shares of Capital Stock of the Parent and its Subsidiaries were issued in compliance with all applicable state and federal securities laws.
Subsidiaries; Capitalization. As of the Closing Date, the Borrower has no other Subsidiaries other than those listed in Schedule 9.14 to the Disclosure Letter As of the Closing Date, Schedule 9.14 to the Disclosure Letter sets forth the jurisdiction of incorporation or organization of the Borrower and its Subsidiaries, the percentage of the Borrower’s ownership of the outstanding Voting Stock of each Subsidiary of the Borrower, and the authorized, issued and outstanding Capital Stock of the Borrower and each Subsidiary of the Borrower. All of the outstanding Capital Stock of the Borrower and its Subsidiaries has been validly issued, is fully paid, is nonassessable and has not been issued in violation of any preemptive or similar rights. As of the Closing Date, except as disclosed in Schedule 9.14 to the Disclosure Letter, there are (a) no outstanding subscriptions, options, warrants, calls or rights (including preemptive rights) to acquire, and no outstanding securities or instruments convertible into, Capital Stock of the Borrower or any of its Subsidiaries and (b) no shareholder agreements, voting trusts or similar agreements in effect and binding on any shareholder of (i) to the Borrower’s knowledge, the Borrower or any of its Capital Stock or (ii) any Subsidiary of the Borrower or any of their respective Capital Stock. All shares of Capital Stock of the Borrower and its Subsidiaries were issued in compliance with all applicable state and federal securities laws.
Subsidiaries; Capitalization. Schedule 9.14 sets forth as ---------------------------- ------------- of the Closing Date the jurisdiction of incorporation or organization of Borrower and each Subsidiary of Borrower, the percentage of Borrower's or another Subsidiary's (as applicable) ownership of the outstanding Voting Stock of each Subsidiary of Borrower, and the authorized, issued, and outstanding Capital Stock of Borrower and each Subsidiary of Borrower. All of the outstanding Capital Stock of Borrower and each Subsidiary of Borrower has been validly issued, is fully paid, is nonassessable, and has not been issued in violation of any preemptive or similar rights. Except as disclosed in Schedule -------- 9.14, there are (a) no outstanding subscriptions, options, warrants, calls, or ---- rights (including preemptive rights) to acquire, and no outstanding securities or instruments convertible into, Capital Stock of any Subsidiary of Borrower to which Borrower or any Subsidiary of Borrower is a party, and (b) no shareholder agreements, voting trusts, or similar agreements in effect and binding on any shareholder of Borrower or any Subsidiary of Borrower or the Capital Stock of any Subsidiary of Borrower to which Borrower or any Subsidiary of Borrower is a party. All shares of Capital Stock of Borrower and each Subsidiary of Borrower were issued in compliance with all applicable state and federal securities laws.
Subsidiaries; Capitalization. (a) Exhibit 6.7(a) attached hereto (i) contains a description of the corporate structure of the Company or its Subsidiaries; and (ii) accurately sets forth (A) the correct legal name, the jurisdiction of incorporation and the jurisdictions in which each of the Company and the direct and indirect Subsidiaries of the Company are qualified to transact business as a foreign corporation, and (B) the authorized, issued and outstanding shares of each class of Capital Stock of the Company and each of its Subsidiaries and the owners of such shares (both as of the Closing Date and on a fully-diluted basis). Except for (i) mandatory redemption or repurchase of Capital Stock of the Company as a result of distributions by the ESOT to participants of the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member, (ii) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (iii) the Incentive Arrangements disclosed on Exhibit 6.7(a), and the Warrants and the Seller Warrants, (iv) the put and call rights contained in the Warrants and the Seller Warrants, (v) the vesting provisions of the ESOP, or (vi) agreements otherwise disclosed on Exhibit 6.7(a), none of the issued and outstanding Capital Stock of the Company or any of the Company's Subsidiaries is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Capital Stock except for the Warrants and the Seller Warrants and except as may be in effect from time to time with respect Incentive Arrangements. The outstanding Capital Stock of the Company and each of its Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is not Margin Stock; and, except as provided in the Rights Agreement, the Warrants and the Seller Warrants, not subject to any preemptive right, right of first refusal or offer or similar right on the part of any other Person, and all of such Capital Stock has been (or will have been) offered and issued in accordance with all applicable laws. Except as set forth on Exhibit 6.7(a) attached hereto and except to the extent Persons may be deemed beneficial owners by virtue of familial relationships with a holder of Capital Stock or in connection with a trust established for the benefit of family members by a holder of Capital Stock, the owners of the Capital Stock indicated on Exhibit 6.7(a) att...
Subsidiaries; Capitalization. (a) The Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than the Subsidiaries of the Company set forth on Section 3.2(a) of the Company Disclosure Letter. Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of incorporation and has requisite corporate or other entity power and authority to own and operate its properties and assets, to carry on its business as presently conducted and contemplated to be conducted. Each of the Company’s Subsidiaries is presently qualified to do business in each jurisdiction in which it is required to be so qualified and is in good standing in each such jurisdiction (except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect). All shares or other equity securities of the Company’s Subsidiaries that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right.
Subsidiaries; Capitalization. Schedule 4.15 of the Disclosure Letter includes a complete and accurate list as of the applicable Closing Date of Issuer and each of its Subsidiaries, setting forth (a) its name and jurisdiction of incorporation, organization or formation, (b) in the case of each Credit Party, the number of authorized and issued shares of each class of its Equity Interests outstanding, and (c) the percentage of its outstanding shares of each class owned (directly or indirectly) by Issuer or any of its other Subsidiaries. No Credit Party is a Registered Organization.
Subsidiaries; Capitalization. As of the Effective Date, Schedule 3.2 sets forth the name, jurisdiction of organization or formation and type of organization of each Borrower and the issued and outstanding Capital Stock of each Borrower. As of the Effective Date, except as set forth on Schedule 3.2, no Borrower has any Subsidiaries. As of the Effective Date, except as set forth on Schedule 3.2, (a) no Borrower has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, and (b) there are no agreements, voting trusts or understandings binding upon any Borrower with respect to the voting securities of such Borrower or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing.
Subsidiaries; Capitalization. The Borrower has no Subsidiaries. The Borrower has issued no membership or other equity interests other than the Capital Stock.
Subsidiaries; Capitalization. As of the Second Restatement Date and after giving effect to the consummation of the Transactions, Arch has only the Subsidiaries set forth on Schedule 4.1. The issued and outstanding shares of each corporate Subsidiary of Arch are duly authorized, validly issued, fully paid and nonassessable and are owned free and clear of any Liens, except Permitted Liens. The interest of Arch and any of its Subsidiaries in each of its non-corporate Subsidiaries is owned free and clear of any Liens, except Permitted Liens. The outstanding capital Stock of each corporate Subsidiary of Arch and the ownership interest in each non-corporate Subsidiary of Arch, in each case as of the Second Restatement Date, are as set forth on Schedule 4.1. The owner of each such interest and each issue of capital Stock listed on Schedule 4.1 is the registered and beneficial owner thereof. None of the Borrower or any of its Subsidiaries has issued any securities convertible into capital Stock (or other equity interest) and there are no outstanding options or warrants to purchase capital Stock of the Borrower or any such Subsidiary of any class or kind, and there are no agreements, voting trusts or understandings with respect thereto or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other rights with respect thereto, whether similar or dissimilar to any of the foregoing. In addition, as of the Second Restatement Date, Arch Canada is the only Foreign Subsidiary of Arch and is not a Material Foreign Subsidiary.
