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Common use of Equity Interests and Subsidiaries Clause in Contracts

Equity Interests and Subsidiaries. Schedule 3.07 sets forth (i) each Loan Party and its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Date. All Equity Interests of each Loan Party are duly and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable) and (other than in the case of the Ultimate Parent and the Borrower) are owned by the Borrower, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of the Borrower are owned directly by Ultimate Parent. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purported to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons (other than Permitted Equity Liens), and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).

Appears in 3 contracts

Samples: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (B. Riley Financial, Inc.)

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Equity Interests and Subsidiaries. Schedule 3.07 sets forth (i) each Loan Party Group Member and its jurisdiction of incorporation or organization as of the Closing Second Amendment Funding Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Second Amendment Funding Date. All Equity Interests of each Loan Party Group Member are duly and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable) and (assessable, and, other than in the case Equity Interests of the Ultimate Parent and the Borrower) Holdings, are owned by the BorrowerHoldings, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of the Borrower are owned directly by Ultimate ParentHoldings. Each Loan Party is the record record, legal and beneficial owner of, and has good and marketable valid title to, the Equity Interests pledged by (or purported to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons (other than Permitted Equity Liens), and, as of the Closing Second Amendment Funding Date, there are no outstanding warrantswarrants (other than the Warrants), options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).

Appears in 1 contract

Samples: Credit Agreement (FreightCar America, Inc.)

Equity Interests and Subsidiaries. Schedule 3.07 sets forth (i) each Loan Party and its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Date. All Equity Interests of each Loan Party are duly and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable) and (other than in the case of the Ultimate Parent and the Borrower) are owned by the BorrowerPrimary Guarantor, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of the Borrower Primary Guarantor are owned directly by Ultimate Parent. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purported to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons (other than Permitted Equity Liens), and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).

Appears in 1 contract

Samples: Credit Agreement (B. Riley Financial, Inc.)

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Equity Interests and Subsidiaries. Schedule 3.07 sets forth (i) each Loan Party Group Member and its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Date. All Equity Interests of each Loan Party Group Member are duly and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable) and (assessable, and, other than in the case Equity Interests of the Ultimate Parent and the Borrower) Holdings, are owned by the BorrowerHoldings, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of the Borrower are owned directly by Ultimate ParentHoldings. Each Loan Party is the record record, legal and beneficial owner of, and has good and marketable valid title to, the Equity Interests pledged by (or purported to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons (other than Permitted Equity Liens), and, as of the Closing Date, there are no outstanding warrantswarrants (other than the Warrants), options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).

Appears in 1 contract

Samples: Credit Agreement (FreightCar America, Inc.)

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