Common use of Corporate Structure Clause in Contracts

Corporate Structure. The corporate capital and ownership structure of the REIT Group as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof) is as described in Schedule 6.13(a). Set forth on Schedule 6.13(b) is a complete and accurate list with respect to each of the Credit Parties and each member of the REIT Group of (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 owned (directly or indirectly) by such Persons 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 (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof). The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable (in the case of a corporation) and (other than the REIT Guarantor) is owned by the Credit 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 Credit Documents) as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof). Other than as set forth in Schedule 6.13(b), as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof) the Borrower does not have outstanding any securities convertible into or exchangeable for its Capital Stock nor does the Borrower 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. Each of the Subsidiaries of the Borrower is a Wholly Owned Subsidiary of the Borrower, except those Excluded Entities which have been disclosed on Schedules 6.13(c) (as updated prior to or on the date hereof) and such other Credit Parties with non-Credit Party equity holders as may exist from time to time pursuant to and in accordance with the terms and conditions hereof (and as disclosed on Schedules 6.13(a) and (b) hereof).

Corporate Structure. The corporate capital and ownership structure (a) As of the REIT Group as of the Closing Date (date hereof, Schedule 5.14, attached hereto and as of each date on which such schedule is subsequently updated pursuant to the terms made a part hereof) is as described in Schedule 6.13(a). Set , sets forth on Schedule 6.13(b) is a complete and accurate list with respect to each of the Credit Parties and each member of the REIT Group of (i) the correct name of each Subsidiary and its jurisdiction of incorporation, organization; (ii) number of shares the name of each class of Capital Stock outstandingsuch Borrower’s Affiliates (including, without limitation, any joint ventures) and the nature of the affiliation; (iii) the number, type or class, and name of the holder of all issued and outstanding Equity Interests of such Borrower (except in the case of Parent which is a publicly traded corporation) and each of its Subsidiaries, together with the number and percentage of outstanding shares of Equity Interests held by each class owned (directly or indirectly) by such Persons holder; and (iv) the number of authorized and effectissued Equity Interests (and treasury shares) of such Borrower and each Subsidiary, if exercised, of by type or class. (b) Such Borrower has good title to all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date (and as Equity Interests it purports to own of each date on which of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such schedule is subsequently updated pursuant to the terms hereof). The outstanding Capital Stock of all such Persons is validly issued, Equity Interests have been duly issued and are fully paid and non-assessable (in assessable. Since the case date of a corporation) the last audited financial statements of Borrowers and (other than their Subsidiaries delivered to Lender, no Borrower has made, or obligated itself to make, any Restricted Payment, except as otherwise permitted hereunder. On the REIT Guarantor) is owned Closing Date, there are no outstanding options to purchase Equity Interests issued by the Credit Parties, directly any Borrower or indirectly, in the manner any of its Subsidiaries except as set forth on Schedule 6.13(b)5.14, free and clear there will be no outstanding options to purchase Equity Interests issued by any Borrower or any of all Liens (other than those arising under or contemplated in connection with the Credit Documents) as of its Subsidiaries at any time after the Closing Date (and except as of each date on which such schedule is subsequently updated pursuant to may be disclosed in any applicable public filing with the terms hereof)Securities Exchange Commission. Other than Further, except as set forth in on Schedule 6.13(b)5.14, as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof) the Borrower does not have outstanding any securities convertible into there are no rights or exchangeable for its Capital Stock nor does the Borrower have outstanding any rights warrants to subscribe for or to purchase or any options for the purchase ofacquire, or any commitments or agreements providing for the issuance (contingent to issue or otherwise) ofsell, or any callsEquity Interests or obligations convertible into, commitments or claims any powers of attorney relating to, Equity Interests issued by any Borrower or any of its Subsidiaries. Except as set forth on Schedule 5.14, there are no outstanding agreements or instruments binding upon the holders of any character of the Equity Interests issued by such Borrower or any Subsidiary relating to its Capital Stock. Each the ownership of the Subsidiaries of the Borrower is a Wholly Owned Subsidiary of the Borrower, except those Excluded Entities which have been disclosed on Schedules 6.13(c) (as updated prior to or on the date hereof) and such other Credit Parties with non-Credit Party equity holders as may exist from time to time pursuant to and in accordance with the terms and conditions hereof (and as disclosed on Schedules 6.13(a) and (b) hereof)Equity Interests.

Corporate Structure. The corporate capital and ownership structure As of the REIT Group as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof) is as described in Schedule 6.13(a). Set , Exhibit 4.23 hereto sets forth on Schedule 6.13(b) is a complete and accurate list with respect to each of the Credit Parties and each member of the REIT Group of (i) the correct name of each Subsidiary, its jurisdiction of incorporationorganization and the percentage of its equity interests having voting powers owned by each Person, (ii) number of shares the name of each class Borrowers’ corporate or joint venture Affiliates and the nature of Capital Stock outstandingthe affiliation, (iii) number the number, nature and percentage record holder of all outstanding shares equity interests of each class owned (directly or indirectly) by such Persons Borrower and each of its Subsidiaries and (iv) the number of authorized and effect, if exercised, issued equity interests (and treasury shares) of Borrower and each Subsidiary. Each Borrower has good title to all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date (and as shares it purports to own of the equity interests of each date on which of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such schedule is subsequently updated pursuant to the terms hereof). The outstanding Capital Stock of all such Persons is validly issued, equity interests have been duly issued and are fully paid and non-assessable (in assessable. Since the case date of a corporation) and the last audited financial statements of Borrowers delivered to Bank, except as permitted by Section 6.3, no Borrower has made, or obligated itself to make, any dividends (other than the REIT Guarantorstock dividends) is owned by the Credit Parties, directly or indirectly, in the manner set forth other distribution on Schedule 6.13(b), free and clear of all Liens (other than those arising under or contemplated in connection with the Credit Documents) as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof). Other than as set forth in Schedule 6.13(b), as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof) the Borrower does not have outstanding any securities convertible into or exchangeable for its Capital Stock nor does the Borrower have outstanding any rights to subscribe for or to purchase or any options for the purchase ofrespect to, or any agreements providing for the issuance (contingent purchase, redemption, retirement or otherwise) other acquisition of, any equity interests of any Borrower. There are no outstanding options to purchase, or any callsrights or warrants to subscribe for, or any commitments or claims agreements to issue or sell, or any equity interests or obligations convertible into, or any powers of attorney relating to, equity interests of any character relating Borrower or any of its Subsidiaries except stock options or grants provided by Borrowers to its Capital Stock. Each of the Subsidiaries of the Borrower is a Wholly Owned Subsidiary of the Borrowertheir officers, except those Excluded Entities which have been disclosed on Schedules 6.13(c) (as updated prior to or on the date hereof) directors and such other Credit Parties with non-Credit Party equity holders as may exist employees from time to time pursuant in the ordinary course of business. Except as set forth on Exhibit 4.23 hereto, there are no outstanding agreements or instruments binding upon the holders of any Borrower’s equity interests relating to and in accordance with the terms and conditions hereof (and as disclosed on Schedules 6.13(a) and (b) hereof)ownership of its equity interests.

Corporate Structure. The corporate capital and ownership structure As of the REIT Group as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof) is as described in Schedule 6.13(a). Set , Exhibit 4.14 hereto sets forth on Schedule 6.13(b) is a complete and accurate list with respect to each of the Credit Parties and each member of the REIT Group of (i) the correct name of each Subsidiary, its jurisdiction of incorporationorganization and the percentage of its equity interests having voting powers owned by each Person, (ii) number of shares the name of each class Borrower’s corporate or joint venture Affiliates and the nature of Capital Stock outstandingthe affiliation, (iii) number the number, nature and percentage holder of all outstanding shares equity interests of each class owned (directly or indirectly) by such Persons Borrower and each of its Subsidiaries, and (iv) the number of authorized and effect, if exercised, issued equity interests (and treasury shares) of each Borrower and each Subsidiary. Each Borrower has good title to all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date (and as shares or to all of the membership interests it purports to own of the equity interests of each date on which of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such schedule is subsequently updated pursuant to the terms hereof). The outstanding Capital Stock of all such Persons is validly issued, equity interests have been duly issued and are fully paid and non-assessable (in assessable. Since the case date of a corporation) the last audited financial statements of each Borrower and its Subsidiaries delivered to Bank, no Borrower has made, or obligated itself to make, any dividends (other than the REIT Guarantorstock dividends) is owned by the Credit Partiesor other distribution on or with respect to, directly or indirectlyany purchase, in the manner redemption, retirement or other acquisition of, any equity interests of any Borrower, except as otherwise permitted hereunder. There are no outstanding options to purchase, or any rights or warrants to subscribe for, or any commitments or agreements to issue or sell, or any equity interests or obligations convertible into, or any powers of attorney relating to, equity interests of any Borrower or any of its Subsidiaries. Except as set forth on Schedule 6.13(b)Exhibit 4.14 hereto, free and clear there are no outstanding agreements or instruments binding upon the holders of all Liens (other than those arising under any of any Borrower’s or contemplated in connection with the Credit Documents) as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant any Subsidiary’s equity interests relating to the terms hereof). Other than as set forth in Schedule 6.13(b), as ownership of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof) the Borrower does not have outstanding any securities convertible into or exchangeable for its Capital Stock nor does the Borrower 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. Each of the Subsidiaries of the Borrower is a Wholly Owned Subsidiary of the Borrower, except those Excluded Entities which have been disclosed on Schedules 6.13(c) (as updated prior to or on the date hereof) and such other Credit Parties with non-Credit Party equity holders as may exist from time to time pursuant to and in accordance with the terms and conditions hereof (and as disclosed on Schedules 6.13(a) and (b) hereof)interests.

Corporate Structure. The corporate capital and ownership structure As of the REIT Group as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof) is as described in Schedule 6.13(a). Set , Exhibit 4.14 hereto sets forth on Schedule 6.13(b) is a complete and accurate list with respect to each of the Credit Parties and each member of the REIT Group of (i) the correct name of each Subsidiary, its jurisdiction of incorporationorganization and the percentage of its equity interests having voting powers owned by each Person, (ii) number of shares the name of each class Borrower's corporate or joint venture Affiliates and the nature of Capital Stock outstandingthe affiliation, (iii) number the number, nature and percentage holder of all outstanding shares equity interests of each class owned (directly or indirectly) by such Persons Borrower and each of its Subsidiaries and (iv) the number of authorized and effect, if exercised, issued equity interests (and treasury shares) of each Borrower and Subsidiary. Each Borrower has good title to all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date (and as shares it purports to own of the equity interests of each date on which of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such schedule is subsequently updated pursuant to the terms hereof). The outstanding Capital Stock of all such Persons is validly issued, equity interests have been duly issued and are fully paid and non-assessable (in assessable. Since the case date of a corporation) the last audited financial statements of Proxymed and its Subsidiaries delivered to Bank, no Borrower has made, or obligated itself to make, any dividends (other than the REIT Guarantorstock dividends) is owned by the Credit Partiesor other distribution on or with respect to, directly or indirectlyany purchase, in the manner redemption, retirement or other acquisition of, any equity interests of such Borrower, except as otherwise permitted hereunder. Except as set forth on Schedule 6.13(b)Exhibit 4.14 hereto, free and clear there are no outstanding options to purchase, or any rights or warrants to subscribe for, or any commitments or agreements to issue or sell, or any equity interests or obligations convertible into, or any powers of all Liens (other than those arising under attorney relating to, equity interests of any Borrower or contemplated in connection with the Credit Documents) as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof)any Subsidiaries. Other than Except as set forth in Schedule 6.13(b)on Exhibit 4.14 hereto, as there are no outstanding agreements or instruments binding upon the holders of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant any Borrower's or Subsidiary's equity interests relating to the terms hereof) the Borrower does not have outstanding any securities convertible into or exchangeable for ownership of its Capital Stock nor does the Borrower 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. Each of the Subsidiaries of the Borrower is a Wholly Owned Subsidiary of the Borrower, except those Excluded Entities which have been disclosed on Schedules 6.13(c) (as updated prior to or on the date hereof) and such other Credit Parties with non-Credit Party equity holders as may exist from time to time pursuant to and in accordance with the terms and conditions hereof (and as disclosed on Schedules 6.13(a) and (b) hereof)interests.

Corporate Structure. The corporate capital and ownership structure (a) As of the REIT Group as of the Closing Date (date hereof, Schedule 5.14, attached hereto and as of each date on which such schedule is subsequently updated pursuant to the terms made a part hereof) is as described in Schedule 6.13(a). Set , sets forth on Schedule 6.13(b) is a complete and accurate list with respect to each of the Credit Parties and each member of the REIT Group of (i) the correct name of each Subsidiary and its jurisdiction of incorporation, organization; (ii) number of shares the name of each class of Capital Stock outstandingBorrower’s Affiliates (including, without limitation, any joint ventures) and the nature of the affiliation; and (iii) the number and percentage type or class of all issued and outstanding shares Equity Interests of MDS. (b) Borrower has good title to all of the Equity Interests it purports to own of each class owned (directly or indirectly) by of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such Persons Equity Interests have been duly issued 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 (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof). The outstanding Capital Stock of all such Persons is validly issued, are fully paid and non-assessable (in assessable. Since the case date of a corporation) the last audited financial statements of Borrower and (other than the REIT Guarantor) is owned by the Credit Partiesits Subsidiaries delivered to Lender, directly Borrower has not made, or indirectlyobligated itself to make, in the manner any Restricted Payment, except as otherwise permitted hereunder. Except as set forth on Schedule 6.13(b)5.14, free and clear of all Liens (other than those arising under there are no outstanding options to purchase, or contemplated in connection with the Credit Documents) as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof). Other than as set forth in Schedule 6.13(b), as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof) the Borrower does not have outstanding any securities convertible into or exchangeable for its Capital Stock nor does the Borrower have outstanding any rights or warrants to subscribe for or to purchase or any options for the purchase ofacquire, or any commitments or agreements providing for the issuance (contingent to issue or otherwise) ofsell, or any callsEquity Interests or obligations convertible into, commitments or claims any powers of attorney relating to, Equity Interests issued by Borrower or any character relating to of its Capital Stock. Each Subsidiaries. (c) As of the Closing Date, the number and type or class of all issued and outstanding Equity Interests of Transcend and each of its Subsidiaries of (other than MDS) has not materially changed from the Borrower is a Wholly Owned Subsidiary of the Borrower, except those Excluded Entities which have been disclosed on Schedules 6.13(c) (as updated prior to or on the date hereof) and such other Credit Parties with nonmost recent 10-Credit Party equity holders as may exist from time to time pursuant to and in accordance Q filed by Transcend with the terms U.S. Securities and conditions hereof (and as disclosed on Schedules 6.13(a) and (b) hereof)Exchange Commission.

Corporate Structure. The corporate capital and ownership structure of the REIT Group as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof) is as described in Schedule 6.13(a). Set forth on Schedule 6.13(b) is a complete and accurate list with respect to each of the Credit Parties and each member of the REIT Group of (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 owned (directly or indirectly) by such Persons 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 (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof). The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable (in the case of a corporation) and (other than the REIT Guarantor) is owned by the Credit 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 Credit Documents) as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof). Other than as set forth in Schedule 6.13(b), as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof) the Borrower does not have outstanding any securities convertible into or exchangeable for its Capital Stock nor does the Borrower 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. Each of the Subsidiaries of the Borrower is a Wholly Owned Subsidiary of the Borrower, except those . Set forth on Schedule 6.13(c) is a complete and accurate list of all Excluded Entities which have been disclosed on Schedules 6.13(c) (as updated prior to or on of the date hereof) and such other Credit Parties with non-Credit Party equity holders as may exist from time to time pursuant to and in accordance with the terms and conditions hereof Closing Date (and as disclosed of each date on Schedules 6.13(a) and (b) which such schedule is subsequently updated pursuant to the terms hereof).

Corporate Structure. The corporate capital and ownership structure of the REIT Group as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof) is as described in Schedule 6.13(a). Set forth on Schedule 6.13(b) is a complete and accurate list with respect to each of the Credit Parties and each member of the REIT Group of (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 owned (directly or indirectly) by such Persons 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 (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof). The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable (in the case of a corporation) and (other than the REIT Guarantor) is owned by the Credit 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 Credit Documents) as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof). Other than as set forth in Schedule 6.13(b), as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof) the Borrower does not have outstanding any securities convertible into or exchangeable for its Capital Stock nor does the Borrower 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. Each of the Subsidiaries of the Borrower is a Wholly Owned Subsidiary of the Borrower, except those Excluded Entities which have been disclosed on Schedules 6.13(c) (as updated prior to or on the date hereof) and such other Credit Parties with non-Credit Party equity holders as may exist from time to time pursuant to and in accordance with the terms and conditions hereof (and as disclosed on Schedules 6.13(a) and (b) hereof).