Common use of Equity Ownership; Subsidiaries Clause in Contracts

Equity Ownership; Subsidiaries. All issued and outstanding Equity Interests of the Borrower and each Restricted Subsidiary are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Administrative Agent (if any), and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 5.07 sets forth the authorized Equity Interests of each Restricted Subsidiary and each Unrestricted Subsidiary as of the Closing Date and identifies each owner of such Equity Interests and their percentage of the total Equity Interests which each owner owns. Each Restricted Subsidiary is a Wholly-Owned Subsidiary except as set forth on Schedule 5.07. As of the Closing Date, except as set forth on Schedule 5.07, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Equity Interests of the Borrower or any Restricted Subsidiary. The Borrower shall update Schedule 5.07 promptly after (a) the creation or acquisition by the Borrower or a Subsidiary thereof of a new Subsidiary, (b) any change in the ownership structure of any Wholly-Owned Restricted Subsidiary that results in such Restricted Subsidiary no longer being a Wholly-Owned Subsidiary or (c) any change in a Subsidiary’s designation as an Unrestricted Subsidiary or a Restricted Subsidiary; provided, such update in and of itself shall not cause such action to be permitted hereunder if such action is otherwise prohibited hereunder.

Equity Ownership; Subsidiaries. All issued and outstanding Equity Interests of the Borrower and each Restricted Subsidiary are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Administrative Agent (if any), and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 5.07 sets forth the authorized Equity Interests of each Restricted Subsidiary and each Unrestricted Subsidiary as of the Closing ClosingAmendment No. 1 Effective Date and identifies each owner of such Equity Interests and their percentage of the total Equity Interests which each owner owns. Each Restricted Subsidiary is a Wholly-Owned Subsidiary Subsidiary, except as set forth on Schedule 5.07. As of the Closing ClosingAmendment No. 1 Effective Date, except as set forth on Schedule 5.07, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Equity Interests of the Borrower or any Restricted Subsidiary. The Borrower shall update Schedule 5.07 promptly after (a) the creation or acquisition by the Borrower or a Subsidiary thereof of a new Subsidiary, (b) any change in the ownership structure of any Wholly-Owned Restricted Subsidiary that results in such Restricted Subsidiary no longer being a Wholly-Owned Subsidiary or (c) any change in a Subsidiary’s designation as an Unrestricted Subsidiary or a Restricted Subsidiary; provided, such update in and of itself shall not cause such action to be permitted hereunder if such action is otherwise prohibited hereunder.

Equity Ownership; Subsidiaries. All issued and outstanding Equity Interests Capital Securities of the Borrower Company and each Restricted Subsidiary are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Administrative Agent (if any), and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 5.07 9.8 sets forth the authorized Equity Interests Capital Securities of each Restricted Subsidiary and each Unrestricted Subsidiary as of the Closing Date and identifies each owner of such Equity Interests Capital Securities and their percentage of the total Equity Interests Capital Securities which each owner owns. Each Restricted Subsidiary is a Wholly-Owned Subsidiary except as set forth on Schedule 5.079.8. As of the Closing Date, except as set forth on Schedule 5.079.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Equity Interests Capital Securities of the Borrower Company or any Restricted Subsidiary. The Borrower Company shall update Schedule 5.07 9.8 promptly after (a) the creation or acquisition by the Borrower Company or a Subsidiary thereof of a new Subsidiary, (b) any change in the ownership structure of any Wholly-Owned Restricted Subsidiary that results in such Restricted Subsidiary no longer being a Wholly-Owned Subsidiary or (c) any change in a Subsidiary’s designation as an Unrestricted Subsidiary or a Restricted Subsidiary; provided, such update in and of itself shall not cause such action to be permitted hereunder if such action is otherwise prohibited hereunder.