Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties as of the Closing Date is as described in Schedule 6.13(a). Set forth on Schedule 6.13(b) is a complete and accurate list as of the Closing Date with respect to each of the direct and indirect Subsidiaries of the Borrower of (i) jurisdiction of incorporation, (ii) percentage of outstanding shares of each class owned (directly or indirectly) by the Consolidated Parties and the number of such shares owned by the Consolidated Parties with respect to the Loan Parties or where the Consolidated Parties own less than 100.0% of the applicable entity and (iii) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date. The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b), free and clear of all Liens (other than those arising under or contemplated in connection with the Loan Documents). Other than as set forth in Schedule 6.13(b), neither the Borrower nor any of the other Loan Parties has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock. As of the Closing Date, the Borrower has no equity investments in any other Person constituting 10.0% of more of the outstanding equity interests in such Person other than those equity investments set forth on Schedule 6.13(c) hereto.
Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties, as of the Closing Date, is as described in Schedule 6.13(a) to the Disclosure Letter. Set forth on Schedule 6.13(b) to the Disclosure Letter is a complete and accurate list, as of the Closing Date, with respect to each of the direct and indirect Subsidiaries of the Parent including (i) jurisdiction of incorporation, (ii) percentage of outstanding shares of each class owned (directly or indirectly) by the Consolidated Parties and the number of such shares owned by the Consolidated Parties with respect to the Loan Parties or where the Consolidated Parties own less than one hundred percent (100%) of the applicable entity and (iii) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b) to the Disclosure Letter, free and clear of all Liens (other than those arising under or contemplated in connection with the Loan Documents). As of the Closing Date, other than as set forth in Schedule 6.13(b) to the Disclosure Letter, neither the Parent nor any of the other Loan Parties has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock.
Capital Structure; Subsidiaries. (a) As of the date of this Agreement, the authorized capital stock of the Company (the "Company Capital Stock") consists of 100,000,000 shares of Company Common Stock of which 29,857,000 shares of Company Common Stock are outstanding, and 50,000,000 shares of Company Preferred Stock, none of which are outstanding. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and no class of Company Capital Stock is entitled to preemptive rights. As of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire Company Capital Stock other than options to acquire 791,000 shares of Company Common Stock (each, a "Company Option") issued pursuant to the Company's Amended and Restated 1997 Stock Option Plan (the "the Company Stock Option Plan"). As of the date of this Agreement, 1,000,000 shares of Company Common Stock are reserved for issuance pursuant to the Company Stock Option Plan. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable.
(b) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of the Company are issued or outstanding.
(c) Except as set forth in this Section 3.2, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party, or by which it is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Capital Stock or other voting securities of the Company or, securities convertible into or exchangeable for shares of Company Capital Stock or other voting securities of the Company, or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of the Company (i) to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any other voting securities of the Company, or (ii) to make any equity investment in any other Person.
(d) All dividends on shares of Company Common Stock that have been declared prior to the date of this Agreement have been...
Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties as of the Closing Date after giving effect to the Transaction is as described in Schedule 6.13(a). Set forth on Schedule 6.13(b) is a complete and accurate list as of the Closing Date with respect to each of the Borrower's direct and indirect Subsidiaries of the (i) jurisdiction of incorporation, (ii) number of shares of each class of Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class of Capital Stock owned (directly or indirectly) by the Consolidated Parties and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date. The outstanding Capital Stock of all such Subsidiaries is validly issued, fully paid and non-assessable and is owned by the indicated Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b), free and clear of all Liens (other than those arising under or contemplated in connection with the Loan Documents). Other than as set forth in Schedule 6.13(b), none of the Borrower's Subsidiaries has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock. As of the Closing Date, the Borrower has no equity investments in any other Person that is not a Subsidiary constituting 5% of more of the outstanding equity interests in such Person other than those equity investments set forth on Schedule 6.13(c) hereto. As of the Closing Date, the Material Subsidiaries of the Borrower are: (1) Genesco Brands, Inc. a Delaware corporation, (2) Hat World Corporation, a Delaware corporation and (3) Hat World Inc., a Minnesota corporation.
Capital Structure; Subsidiaries. (a) Section 5.05(a) of the GSRP Disclosure Letter sets forth a correct and complete list as of the date hereof of the aggregate number of issued and outstanding membership interests in each of GSRP and OpCo, the owner of each such interest, the aggregate capital contributions made or deemed to be made to GSRP by such member and the capital account balance of such member. All of the outstanding membership interests in each of GSRP and OpCo are free and clear of all Liens other than those contained in the Organizational Documents of such Person or pursuant to Securities Laws.
(b) Other than tax equity partnerships of the GSRP Entities and the Special Interest Member’s interest in OpCo, GSRP or a wholly owned Subsidiary thereof owns the entire equity interest in each Subsidiary of GSRP.
(c) Other than as set forth in Section 5.05(c) of the GSRP Disclosure Letter, as contemplated by the Organizational Documents of the GSRP Entities (including the Amended GSRP LLC Agreement and the Amended OpCo LLC Agreement) or any tax equity partnership of the GSRP Entities, there are no outstanding securities, options, warrants, calls, or other similar rights, equity commitments, agreements, arrangements or undertakings (“Equity Rights”)
(i) obligating any GSRP Entity to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any membership interests or any other equity interests in any GSRP Entity or any instruments or obligations convertible or exchangeable into or exercisable for any membership interests or any other equity interests in any GSRP Entity, (ii) giving any Person a right to subscribe for or acquire any membership interests or any other equity interests in any GSRP Entity or (iii) obligating any GSRP Entity to issue, grant, adopt or enter into any such Equity Right. There are no outstanding restricted shares, restricted share units, stock options, stock appreciation rights, performance shares, performance units, deferred stock units, contingent value rights, “phantom” stock or similar rights issued or granted by any GSRP Entity other than as set forth in Section 5.05(c) of the GSRP Disclosure Letter.
(d) None of the GSRP Entities has any outstanding bonds, debentures, notes or other similar obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matter. Except as set forth in Section 5.05(d) of the GSRP Disclosure Letter or the Or...
Capital Structure; Subsidiaries. (a) As of the date of this Agreement, the authorized capital stock of AHM consists of 19,000,000 shares of AHM Common Stock, of which 17,210,545 shares of AHM Common Stock are outstanding, and 1,000,000 shares of preferred stock, par value $1.00, of AHM (the "AHM Preferred Stock" and, together with the AHM Common Stock, the "AHM Capital Stock"), none of which are outstanding. All issued and outstanding shares of AHM Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and no class of AHM Capital Stock is entitled to preemptive rights. As of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire AHM Capital Stock other than options to acquire 993,720 shares of AHM Common stock and warrants to acquire 50,000 shares of AHM Common Stock.
(b) As of the date of this Agreement, the authorized capital stock of New Holdco consists of 100 shares of New Holdco Common Stock, of which 10 shares of New Holdco Common Stock are outstanding. Immediately prior to the Effective Time, the authorized capital stock of New Holdco shall consist of 100,000,000 shares of New Holdco Common Stock, and 10,000,000 shares of preferred stock, par value $0.01, of New Holdco (the "New Holdco Preferred Stock" and, together with the New Holdco Common Stock, the "New Holdco Capital Stock"). As of the date of this Agreement, all issued and outstanding shares of New Holdco Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and no class of New Holdco Common Stock is entitled to preemptive rights. As of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire New Holdco Common Stock.
(c) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of New Holdco, AHM or any Subsidiary of AHM or New Holdco having the right to vote on any matters on which stockholders may vote are issued or outstanding.
(d) Except as set forth on Schedule 4.2(d) of the AHM Disclosure Schedule, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which (i) AHM is a party, or by which it is bound, obligating AHM to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of AHM Capital Stock or other voting securities of AHM or, securities convertible into or exchangeable for shares of AHM Capital Stock or other voting sec...
Capital Structure; Subsidiaries. (i) The authorized capital stock of the Company consists entirely of 5,500,000 shares of capital stock. No shares of such capital stock are issued or outstanding except for the Shares, which are held by the Sellers in the amounts set forth in Part 3.1(d)(i) of the Disclosure Schedule. The Shares are duly authorized, validly issued, fully paid, and nonassessable. Each Seller has, and at the Closing the Buyer shall receive, good and marketable title to the Shares, free and clear of any and all Encumbrances. There are no other outstanding shares of capital stock, or other equity interests or securities, or options, warrants, convertible or exchangeable securities or other rights that would obligate the Company to issue shares of capital stock or other equity interests or securities. There are no agreements, written or oral, to which the Company or any Seller is a party relating to the acquisition, disposition, voting or registration under applicable securities Laws of the Shares or any other stock or equity interests or other security of the Company. There are no outstanding or authorized stock appreciation, phantom stock, or equity or similar rights with respect to the Company. There are no outstanding bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) or otherwise on any matters on which any stockholders of the Company may vote. There are no preemptive rights, rights of first refusal, or other rights to acquire stock or other securities of the Company.
(ii) The Company does not have any subsidiaries and does not own, directly or indirectly, any stock or membership interest of, or other equity or voting interest in any Person.
(iii) Except as set forth in Part 3.1(d)(iii) of the Disclosure Schedule, the Company does not have any Indebtedness.
Capital Structure; Subsidiaries. The corporate capital and ownership structure of Consolidated Parties as of the Closing Date is as described in Schedule 8.1.13(a). Set forth on Schedule 8.1.13(b) is a complete and accurate list as of the Closing Date with respect to MLP Parent and each of its direct and indirect Subsidiaries of (a) its jurisdiction of formation or organization, (b) the percentage of the outstanding Equity Interests of each class issued by such Person and owned (directly or indirectly) by each Consolidated Party, and (c) whether it is an Immaterial Subsidiary, an Unrestricted Subsidiary, an MLP Subsidiary and/or an Exclusive Entity. The outstanding Equity Interests of all such Persons are validly issued, fully paid and non-assessable and are owned by Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 8.1.13(b), free and clear of all Liens (other than Permitted Liens and other Liens arising under or contemplated in connection with the Credit Documents). Each Borrower (other than MLP Parent) and Guarantor is a Subsidiary of MLP Parent. As of the Closing Date, each Obligor is a Borrower (and no Obligor is a Guarantor).
Capital Structure; Subsidiaries. As of the date of this Agreement, the authorized, issued and outstanding share capital of FI consists of 1,222,560,414 FI Ordinary Shares of €1.57 par value each represented by a book-entry position with depositary intermediaries participating in Monte Titoli. The rights, preferences and privileges of FI Ordinary Shares are as stated in FI’s Articles of Association and in the applicable Italian Laws. As of the date of this Agreement, the authorized capital stock of FNH is equal to €5,500,000,000, and the issued and outstanding shares of FNH consist of 94,923,538 FNH common shares of €27.50 par value each and all such shares were held directly by FI. As of the date of this Agreement, the issued and outstanding shares of DutchCo consist of 25,000,000 ordinary shares and all such shares were held directly by FI. Schedule 2 of the FI Disclosure Schedule sets forth, as of the date of this Agreement, a true, correct and complete list of all holders of options to purchase FI Ordinary Shares (“FI Options”). As of the date of this Agreement, other than each option, restricted share unit, performance unit or share appreciation right granted pursuant to the Fiat Industrial Long Term Incentive Plan (the “FI Equity Plan”), there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which FI or any of its subsidiaries (other than CNH and its subsidiaries) is a party or by which any of them is bound obligating FI or any of its subsidiaries (other than CNH and its subsidiaries) to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other securities (whether voting or otherwise) of FI or of any of its subsidiaries (other than CNH and its subsidiaries) or to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. DutchCo has not conducted any business prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Mergers and the other transactions contemplated by this Agreement.
Capital Structure; Subsidiaries. As of the Closing Date, the Borrowers have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 9.1.11, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by an Obligor in the amounts specified on Part (a) of Schedule 9.1.11 free and clear of all Liens other than Permitted Liens. Except as disclosed on Schedule 9.1.11, in the 5 years preceding the Closing Date, no Obligor nor any Restricted Subsidiary has acquired any substantial assets from any other Person nor has been the surviving entity in a merger or combination. As of the Closing Date, the Borrowers have no equity investments in any other corporation, entity or business venture other than those specifically disclosed in Part (b) of Schedule 9.1.11. Schedule 9.1.11, as of the Closing Date, identifies each Subsidiary by its state of organization, and its organizational identification number, and each Subsidiary on such schedule is a Wholly-Owned Subsidiary unless noted otherwise therein.
