Equity Interests and Related Matters. The authorized Equity Interests as of the Agreement Date of each Credit Party and each Subsidiary of a Credit Party and the number of shares of such Equity Interests that are issued and outstanding as of the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of such Equity Interests that are issued and outstanding as of the Agreement Date have been duly authorized and validly issued and are fully paid and non-assessable. None of such Equity Interests have been issued in violation of the Securities Act, or the securities, “Blue Sky” or other Applicable Laws of any applicable jurisdiction. As of the Agreement Date, the Equity Interests of each such Credit Party (other than the Parent) and each such Subsidiary of a Credit Party are owned by the parties listed on Schedule 5.1(d) in the amounts set forth on such schedule and a description of the Equity Interests of each such party is listed on Schedule 5.1(d). Except as described on Schedule 5.1(d), no Credit Party or any Restricted Subsidiary of a Credit Party has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other 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, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d), no Credit Party or any Restricted Subsidiary of any Credit Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of such Credit Party’s or such Restricted Subsidiary’s Equity Interests or restricting the ability of any Restricted Subsidiary of the Borrowers from making distributions, dividends or other Restricted Payments to the Borrowers.
Equity Interests and Related Matters. As of the Closing Date and immediately thereafter, the Equity Interests of Company are as described on Schedule 5.1(d) hereof. All Equity Interests in each of Albion, Bloomingburg and Linden are owned by ASA Holdings. All Equity Interests in ASA Holdings are owned by Company. As of the Closing Date, neither the Company nor the Loan Parties will have outstanding any stock, securities or other equity convertible or exchangeable for any shares of its Equity Interests or membership interests, as the case may be, or any rights or options to subscribe for or to purchase its Equity Interests or membership interests or any stock or securities convertible into or exchangeable for its Equity Interests or its membership interests, as the case may be. As of the Closing Date, neither the Company nor any of the Loan Parties will be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any membership interests or any shares of its Equity Interests, as the case may be, except as set forth in this Agreement, and the Charter Documents or Operating Agreements, respectively, as in effect on the date hereof. As of the Closing Date, all of the Equity Interests of the Company and the Loan Parties will be validly issued, fully paid and nonassessable. There are no statutory or contractual membership interests’ preemptive rights with respect to the issuance of the Units hereunder. Neither the Company nor any of the Loan Parties has violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its Equity Interests, as the case may be, and the offer, sale and issuance of the Securities hereunder do not require registration under the Securities Act or any applicable state securities laws. There are no agreements among the members of Company with respect to the voting or transfer of the Company’s Equity Interests other than as contemplated herein and the Company LLC Agreement or as expressly identified on the Organizational Schedule.
Equity Interests and Related Matters. (i) As of the date hereof and immediately prior to the Closing and without giving effect to the Restated Operating Agreement, the authorized and outstanding membership interests of the Company consist and shall consist of 550 Common Units, held beneficially and of record by the Existing Members as set forth on the Capitalization Schedule attached hereto. Immediately following the Closing (and after giving effect to the Exchange Transactions and the Purchase Transaction), the outstanding membership interests of the Company shall consist of
(a) 244.425 Class A Common Units and 3.075 Class B Common Units held beneficially and of record by the Existing Members as set forth on the attached Capitalization Schedule attached hereto and (b) 244.0 Class A Preferred Units and 58.5 Class B Preferred Units held beneficially and of record by the Purchasers. Immediately following the Conversion, the authorized, issued and outstanding capital stock of the Company shall be as set forth on the Capitalization Schedule attached hereto. Except as set forth on the attached Capitalization Schedule, the Company does not have outstanding any equity or other securities convertible into or exchangeable for any membership or other equity interests or containing any profit participation features, nor any rights or options to subscribe for or to purchase any membership interests or securities convertible into or exchangeable for its membership or other equity interests or any appreciation rights or phantom equity-type plans. The Seller has not granted any option or other right to any other Person to purchase or acquire any of the Seller’s Units or any rights therein (other than pursuant to this Agreement).
(ii) The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any membership interests or any warrants, options or other rights to acquire its membership interests, other than as expressly provided in or contemplated by this Agreement or as set forth on the Capitalization Schedule attached hereto. There are no statutory or contractual preemptive rights or rights of first refusal or other similar restrictions with respect to the issuance of the Preferred Units (other than any of the foregoing which have been terminated or otherwise cancelled as of the Closing). Except for (i) the Restated Operating Agreement, (ii) the documents, agreements and instruments governing the Senior Debt and Senior Notes with respect to “change-in-co...
Equity Interests and Related Matters. Each of such Seller's Percentage Interests has been duly authorized and validly issued and is fully paid. There are no statutory or contractual preemptive rights or rights of first refusal or Encumbrances or other similar restrictions with respect to the purchase and sale of such Seller's Percentage Interests hereunder (other than those contained in the Existing Operating Agreement or in the other Transaction Documents or any of the foregoing which have been terminated or otherwise cancelled as of the Closing). Except for the Existing Operating Agreement, there are no agreements or understandings between such Seller and any other Persons with respect to the voting or transfer of Xxxxxxx Financial's Interests or with respect to any other aspect of Xxxxxxx Financial's governance.
Equity Interests and Related Matters. There are no statutory or contractual preemptive rights or rights of first refusal or Encumbrances or other similar restrictions with respect to the purchase and sale of the Common Units (other than those contained in the Xxxxxxx Operating Agreement). Except for the Xxxxxxx Operating Agreement, there are no agreements or understandings between Seller and any other persons with respect to the voting or transfer of the Common Units or with respect to any other aspect of Xxxxxxx’x governance.
Equity Interests and Related Matters. There are no statutory or contractual preemptive rights or rights of first refusal or Liens or other similar restrictions with respect to the grant of the Call Option or the purchase and sale of Common Units in Xxxxxxx Financial pursuant to the Call Option (other than those contained in the Xxxxxxx Financial LLC Agreement). Except for the Xxxxxxx Financial LLC Agreement, there are no agreements or understandings between Radian and any other persons with respect to the voting or transfer of Radian’s Interest in Xxxxxxx Financial or with respect to any other aspect of Xxxxxxx Financial’s governance.
Equity Interests and Related Matters. As of the Closing, the Company will not have outstanding any securities convertible or exchangeable for any Shares (or any preferred or other class of stock of the Company) or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase any Shares or securities convertible into or exchangeable for any Shares or any appreciation rights, except for the Warrants contemplated hereby.
Equity Interests and Related Matters. There are no statutory or contractual preemptive rights or rights of first refusal or Encumbrances or other similar restrictions with respect to the purchase and sale of such Seller’s interests in Sxxxxxx hereunder (other than those contained in the Existing Sxxxxxx Operating Agreement or any of the foregoing which have been terminated or otherwise cancelled as of the Closing). Except for the Existing Sxxxxxx Operating Agreement, there are no agreements or understandings between such Seller and any other persons with respect to the voting or transfer of Sxxxxxx’x interests or with respect to any other aspect of Sxxxxxx’x governance.
Equity Interests and Related Matters. There are no statutory or contractual preemptive rights or rights of first refusal or Liens or other similar restrictions with respect to the purchase and sale of Seller’s interests in Xxxxxxx Financial hereunder (other than those contained in the Existing Operating Agreement). There are no agreements or understandings between Seller and any Person (other than Xxxxxxx Financial and/or any of its Affiliates) with respect to the voting or transfer of any Interests (including the Units).
Equity Interests and Related Matters. The authorized Equity Interests as of the Agreement Date of each Credit Party (other than the Parent) and each Subsidiary of a Credit Party and the number of shares of such Equity Interests that are issued and outstanding as of the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of such Equity Interests that are issued and outstanding as of the Agreement Date have been duly authorized and validly issued and are fully paid and non-assessable. Except as described on Schedule 5.1(d), as of the Agreement Date no Credit Party (other than the Parent) or any Restricted Subsidiary of a Credit Party has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other 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, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d), as of the Agreement Date no Credit Party or any Restricted Subsidiary of any Credit Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of such Credit Party’s or such Restricted Subsidiary’s Equity Interests.
