Capitalization of the Company’s Subsidiaries. All of the issued shares of capital stock of each subsidiary of the Company have been duly authorized and validly issued and are fully paid and non-assessable, are owned directly or indirectly by the Company, and (except as set forth in each of the Time of Sale Information and the Final Offering Memorandum) are free and clear of all liens, encumbrances, equities, claims or adverse interests.
Capitalization of the Company’s Subsidiaries. (a) The authorized capital stock and owners of each of the Company’s Subsidiaries is set forth in Section 3.6(a) of the Sellers Disclosure Letter hereto and conforms to the information entered into each such Subsidiary’s stock register and capital variations register. The shares set forth in Section 3.6(a) of the Sellers Disclosure Letter constitute all the issued and outstanding equity interests of each of the Company’s Subsidiaries and are represented by stock certificates validly issued by each such Subsidiary. Such shares have been duly authorized and validly issued and subscribed and are fully paid and non-assessable, and are not subject to, and were not issued in violation of any preemptive rights or other similar rights. The Company or one or more of the Company’s Subsidiaries is the record and beneficial holder of all or the majority of the issued and outstanding equity interests of the Company’s Subsidiaries as set forth on Section 3.6(a) of the Sellers Disclosure Letter, free and clear of all Liens. No shares of capital stock or other equity interests of each of the Company’s Subsidiaries are issued, reserved for issuance or outstanding. None of the Company, such Seller nor any of the Company’s Subsidiaries are a party to any outstanding or authorized option, warrant, right (including any preemptive right), subscription, claim of any character, agreement, obligation, convertible or exchangeable securities, or other commitments contingent or otherwise, relating to the capital stock or other equity or voting interests in the Company’s Subsidiaries, pursuant to which any of the Company, such Seller or any of the Company’s Subsidiaries is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, shares of capital stock of or other equity or voting interests in, any of the Company’s Subsidiaries or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of or other equity or voting interests in any of the Company’s Subsidiaries.
(b) There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interests in, any of the Company’s Subsidiaries. None of the Company’s Subsidiaries have any authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, excha...
Capitalization of the Company’s Subsidiaries. All outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company are owned by the Company or a Wholly Owned Subsidiary of the Company, free and clear of all Encumbrances.
Capitalization of the Company’s Subsidiaries. All of the issued shares of capital stock of each subsidiary of the Company have been duly authorized and validly issued and are fully paid and non-assessable, are owned directly or indirectly by the Company, and (except as set forth in each of the Time of Sale Information and the Final Offering Memorandum with respect to shares subject to liens under or pursuant to the Second Loan and Security Agreement Supplement and Amendment, dated as of November 6, 2006, entered into among SBA Properties, Inc., SBA Towers, Inc., SBA Puerto Rico, Inc., SBA Sites, Inc., SBA Towers USVI, Inc., and SBA Structures, Inc., as borrowers, and Midland Loan Services, Inc., as Servicer on behalf of LaSalle Bank National Association as Trustee, as amended, supplemented or otherwise modified from time to time, the “Mortgage Loan” and the Credit Agreement, dated as of December 21, 2005, by and among SBA Senior Finance II LLC and the lenders from time to time parties thereto, as amended, supplemented or otherwise modified from time to time (the “Revolving Senior Credit Agreement”) free and clear of all liens, encumbrances, equities, claims or adverse interests.
Capitalization of the Company’s Subsidiaries. All of the issued shares of capital stock of each subsidiary of the Company have been duly authorized and validly issued and are fully paid and non-assessable, are owned directly or indirectly by the Company, and (except as set forth in each of the Time of Sale Information and the Final Offering Memorandum with respect to shares subject to liens under or pursuant to the Amended and Restated Loan and Security Agreement, dated as of November 18, 2005, entered into among SBA Properties, Inc., the additional borrowers that became a party thereto (see below) and SBA CMBS-1 Depositor LLC and the Second Loan and Security Agreement Supplement and Amendment, dated as of November 6, 2006, entered into among SBA Properties, Inc., SBA Towers, Inc., SBA Puerto Rico, Inc., SBA Sites, Inc., SBA Towers USVI, Inc., and SBA Structures, Inc., as borrowers, and Midland Loan Services, Inc., as Servicer on behalf of LaSalle Bank National Association as Trustee, as supplemented by the Third Loan and Security Agreement Supplement and Amendment, dated as of April 16, 2010, by and among SBA Properties, Inc., SBA Sites, Inc. and SBA Structures, Inc., as borrowers, and Midland Loan Services, Inc., as servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee, as further supplemented by the Fourth Loan and Security Agreement Supplement and Amendment, dated as of April 16, 2010, by and among SBA Properties, Inc., SBA Sites, Inc. and SBA Structures, Inc., as borrowers, and Midland Loan Services, Inc., as servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee, as further amended by the Fifth Loan and Security Agreement Supplement and Amendment dated as of August 9, 2012, by and among SBA Properties, Inc., SBA Sites, Inc. and SBA Structures, Inc. as borrowers, SBA Infrastructure, LLC, SBA Towers USVI II, Inc. and SBA Monarch Towers III, LLC, as additional borrowers and Midland Loan Services, a division of PNC Bank, National Association, as servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee, and as further amended, supplemented or otherwise modified from time to time (the “Mortgage Loan”), the Amended and Restated Credit Agreement, dated as of June 30, 2011, by and among SBA Senior Finance II LLC, as borrower, the several banks and other financial institutions or entities from time to time parties thereto, Toronto Dominion (Texas) LLC, as administrative agent and the other agents named therein, as amended by the First Amendment, dated May 9, ...
Capitalization of the Company’s Subsidiaries. All the outstanding shares of capital stock or membership interests, as the case may be, of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in each of the Time of Sale Information and the Final Offering Memorandum) are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party; and there are no outstanding subscriptions, rights, warrants, calls or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale and issuance of, any shares of capital stock or other equity interest in any of the subsidiaries of the Company.
Capitalization of the Company’s Subsidiaries. Schedule 2.6 sets forth the number of authorized and outstanding shares or equity interests of each Subsidiary of the Company, the record owner of such outstanding shares or equity interests and, if applicable, the par value. All of the shares or equity interests of each Subsidiary of the Company have been duly authorized, validly issued and are fully paid and non-assessable and free and clear of preemptive rights. Except as set forth in Schedule 2.6, there are no Liens on any shares of capital stock or limited liability interests of Subsidiaries of the Company. Except for items disclosed in Section 2.5 or set forth in Schedule 2.6, the Subsidiaries of the Company have no (a) other shares or equity interests of any kind authorized or outstanding, (b) outstanding securities convertible into or exchangeable for or carrying the right to acquire any equity security of any of the Subsidiaries of the Company and (c) outstanding options, warrants or other agreements or commitments under which any of the Subsidiaries of the Company are obligated to issue any additional shares or equity interests.
Capitalization of the Company’s Subsidiaries. (a) (A) The Equity Securities of each of the Company’s subsidiaries are (i) duly authorized, validly issued, fully paid and non-assessable, (ii) owned by (or with respect to the Controlled Entities, controlled through the Control Documents by) the Company or a subsidiary of the Company, free and clear of all Liens (other than the Controlled Entities to the extent they are subject to and governed by their respective Control Documents), except for Permitted Liens and such transfer restrictions of general applicability arising under the Securities Act.
Capitalization of the Company’s Subsidiaries. All of the issued shares of capital stock of each subsidiary of the Company have been duly authorized and validly issued and are fully paid and non-assessable, are owned directly or indirectly by the Company, and (except as set forth in each of the Time of Sale Information and the Final Offering Memorandum with respect to shares subject to liens under or pursuant to the Amended and Restated Loan and Security Agreement, dated as of November 18, 2005, entered into among SBA Properties, Inc., the additional borrowers that became a party thereto (see below) and SBA CMBS-1 Depositor LLC and the Second Loan and Security Agreement Supplement and Amendment, dated as of November 6, 2006, entered into among SBA Properties, Inc., SBA Towers, Inc., SBA Puerto Rico, Inc., SBA Sites, Inc., SBA Towers USVI, Inc., and SBA Structures, Inc., as borrowers, and Midland Loan Services, Inc., as Servicer on behalf of LaSalle Bank National Association as Trustee, as amended, supplemented or otherwise modified from time to time, the “Mortgage Loan,” the Credit Agreement, dated as of January 18, 2008, by and among SBA Senior Finance, Inc. and the lenders from time to time parties thereto, as amended, supplemented or otherwise modified from time to time (the “Revolving Senior Credit Agreement”) and the Second Amended and Restated Credit Agreement, made and entered into as of July 18, 2008 among Optasite Towers LLC as borrower, the lenders from time to time parties thereto, and Xxxxxx Xxxxxxx Asset Funding Inc. as administrative agent and collateral agent (the “Optasite Credit Facility”)) are free and clear of all liens, encumbrances, equities, claims or adverse interests.
Capitalization of the Company’s Subsidiaries. (a) The name and jurisdiction of incorporation of each of the Company’s Subsidiaries is set forth in Section 4.4(a) of the Company Disclosure Letter. Except for the Equity Interests in each Subsidiary of the Company, the Company does not own, directly or indirectly, any Equity Interest in any other Person. All of the outstanding Equity Interests in each of the Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive or similar rights. All of the outstanding Equity Interests in each Subsidiary of the Company are beneficially owned, directly or indirectly, by the Company, free and clear of all Encumbrances other than Permitted Encumbrances.
(b) There are no outstanding (i) securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for Equity Interests in any Subsidiary of the Company, (ii) options, warrants or other rights to acquire from the Company or any Subsidiary of the Company, or obligations of the Company or any Subsidiary of the Company to issue, any Equity Interests in, or any securities convertible into or exchangeable or exercisable for any Equity Interests in, any Subsidiary of the Company or (iii) agreements, obligations or arrangements of the Company or any Subsidiary of the Company to issue, sell, repurchase, redeem or otherwise acquire any Equity Interests of any Subsidiary of the Company.
