Capitalization; Subsidiaries; Investments Sample Clauses

Capitalization; Subsidiaries; Investments. No Loan Party owns any stock, partnership, or other ownership interest or other equity securities except for Permitted Investments. All Pledged Interests have been validly issued, are fully paid and non-assessable and are owned by a Loan Party free and clear of all Liens (other than Permitted Liens).
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Capitalization; Subsidiaries; Investments. (a) 179,162,623 Class A Units of the Company are issued and outstanding. No Class A Preferred Units of the Company or Class B Units of the Company are issued and outstanding. Except as set forth in this Section 4.5(a), there are no issued, reserved for issuance or outstanding, or any outstanding agreements, instruments or understandings obligating the Company to issue, sell or deliver (or cause to be issued, sold or delivered) any, (i) membership interests or other voting securities of or ownership interests in the Company, (ii) securities of the Company convertible into or exchangeable for membership interests or other voting securities of or ownership interests in the Company, (iii) warrants, calls, options or other rights to acquire from the Company, or other obligation of the Company to issue, any membership interests, or other ownership interests in the Company or any securities convertible into or exchangeable for membership interests or other ownership interests in the Company or (iv) restricted units, unit appreciation rights, performance units, profits interests or similar securities or rights that are derivative of, or provide economic benefits based on the value or price of any membership interests or other voting securities of or ownership interests in the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). Schedule 4.5(a) sets forth (i) each issued and outstanding Company Security, including the type of Company Security and the record holder thereof, and (ii) all issued and outstanding SARs. Except for the LLC Agreement, neither the Company nor, to the Knowledge of the Company, any holder of Units, is a party to any securityholder agreement, voting trust agreement, investor rights agreement, registration rights agreement or any other similar Contract restricting or otherwise relating to the issuance, voting, dividend, ownership, registration or transfer rights of any Units. The Units were offered, issued, sold and delivered in accordance with the registration or qualification provisions of the Securities Act of 1933 (the “Securities Act”) and any relevant state securities Laws, or pursuant to valid exemptions therefrom, and, except as set forth in the LLC Agreement, are not subject to preemptive rights created by statute or any Contract.
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Capitalization; Subsidiaries; Investments. The Company has delivered to each Holder a capitalization table that is true, correct and complete in all material respects with respect to all issued and outstanding Equity Interests, as of the initial Closing Date. The Obligors do not, and will not at any time, have any Subsidiaries that are not Obligors hereunder, other than MIC. The Obligors do not own any stock, partnership, or other ownership interest or other Equity Interests except for Permitted Investments.
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Capitalization; Subsidiaries; Investments. All outstanding shares of capital stock of the Borrower have been duly authorized and are listed on SCHEDULE 8.4. Except as set forth on SCHEDULE 8.4, there are no outstanding subscriptions, warrants, options, calls, commitments or other rights (preemptive or otherwise) or agreements to which the Borrower or, to the knowledge of the Borrower, any shareholder is bound relating to the issuance, sale or redemption of shares of common stock of the Borrower. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in SCHEDULE 8.4 and such schedule states the authorized and issued capitalization of each Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by the Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and the Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in SCHEDULE 8.4, free and clear of any Lien other than Liens permitted under SECTION 10.4. The Borrower has no investments and owns no interest in any other Person (excluding Subsidiaries) other than as listed in SCHEDULE 8.4.
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Capitalization; Subsidiaries; Investments. Each Loan Party has delivered to Lender a capitalization table that is true, correct and complete in all material respects with respect to all issued and outstanding Equity Interests in each Loan Party and each of its Subsidiaries, as of the Closing Date. No Loan Party has any Subsidiaries, except as noted on the Perfection Certificate or as disclosed to Lender pursuant to Section 6.11
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Capitalization; Subsidiaries; Investments. (a) The authorized capital stock of Deep Dish consists of 70,000,000 shares of common stock, par value $0.0001 per share (“Deep Dish Common Stock”) and 49,280,511 shares of preferred stock, par value $0.0001 per share (“Deep Dish Preferred Stock”). On the date hereof, (i) 13,858,570 shares of Deep Dish Common Stock are issued and outstanding and (ii) 48,181,051 shares of Deep Dish Preferred Stock are issued and outstanding. As of the date hereof, all outstanding shares of Deep Dish Common Stock and Deep Dish Preferred Stock are owned of record by the Persons set forth on Schedule 3.2(a) in the amounts set forth opposite their respective names. Except as set forth in this Section 3.2(a) and on Schedule 3.2(b), there are no Equity Securities of Deep Dish, or any securities convertible into or exchangeable or exercisable for Equity Securities of Deep Dish, outstanding as of the date hereof. Upon consummation of the transactions contemplated by the Deep Dish Recapitalization, the authorized capital stock of Deep Dish will consist of 330,000,000 shares of Deep Dish Common Stock and 38,568,233 shares of Deep Dish Preferred Stock.
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Capitalization; Subsidiaries; Investments. (a) As of the date hereof, the number and classes of authorized, issued and outstanding Equity Securities of Thin Crust and the lawful record and beneficial owners of such Equity Securities (the “Thin Crust LLC Equityholders”) are as set forth on Schedule 4.2(a). As of the date hereof, Thin Crust does not have any Equity Securities outstanding, except as set forth in Schedule 4.2(a). Neither Thin Crust nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire, retire or issue any Equity Securities, except as set forth in Schedule 4.2(a). Except as set forth in this Section 4.2(a) and on Schedule 4.2(b), there are no Equity Securities of Thin Crust, or any securities convertible into or exchangeable or exercisable for Equity Securities of Thin Crust, outstanding as of the date hereof.
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Capitalization; Subsidiaries; Investments. No Loan Party owns any stock, partnership, or other ownership interest or other equity securities except for Permitted Investments. All of the issued and outstanding shares of Equity Interests of HoldCo and each of its Subsidiaries are validly issued and are fully paid and nonassessable (to the extent such concept is applicable). All Equity Interests of the Loan Parties (other than HoldCo) are owned by a Loan Party free and clear of all Liens (other than Permitted Liens).
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Related to Capitalization; Subsidiaries; Investments

  • Subsidiaries; Investments Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.

  • Capitalization; Subsidiaries (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter.

  • 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; 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.

  • Subsidiaries and Investments The Company does not own, directly or indirectly, any capital stock or other equity, ownership or proprietary interest in any corporation, partnership, association, trust, joint venture or other entity (each a "Company Subsidiary").

  • Subsidiaries; Capital Stock As of the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options and restricted stock units granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Parent Borrower or any Restricted Subsidiary, except (i) with respect to Capital Stock of Loan Parties, as created by the Loan Documents and (ii) otherwise, as permitted by this Agreement.

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