Common use of Equity Ownership; Subsidiaries Clause in Contracts

Equity Ownership; Subsidiaries. All issued and outstanding Capital Securities of the Borrower and its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens (other than (i) those in favor of the Administrative Agent and (ii) any Permitted Liens) and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities, except where the failure to so comply would not have a Material Adverse Effect. Schedule 5.08 sets forth the authorized Capital Securities of each Loan Party (other than the Parent) as of the Closing Date. All of the issued and outstanding Capital Securities of the Borrower are owned by Parent, and all of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary are, directly or indirectly, owned by the Borrower. Except as set forth on Schedule 5.08, as of the Closing Date, 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 Capital Securities of any Loan Party or its Subsidiaries.

Appears in 3 contracts

Samples: Credit Agreement (Kapstone Paper & Packaging Corp), Credit Agreement (Kapstone Paper & Packaging Corp), Credit Agreement (Kapstone Paper & Packaging Corp)

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Equity Ownership; Subsidiaries. All issued and outstanding Capital Securities of the Borrower each Loan Party and its Subsidiaries each Subsidiary are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens (other than (i) those Permitted Liens and Liens in favor of the Administrative Agent and (ii) any Permitted Liens) Agent, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities, except where the failure to so comply would not have a Material Adverse Effect. Schedule 5.08 9.8 sets forth the authorized Capital Securities of each Loan Party (other than the Parent) and each Subsidiary as of the Closing Date. All of the issued and outstanding Capital Securities of each Loan Party (other than the Borrower Company) and each Subsidiary are owned by Parentas set forth on Schedule 9.8 as of the Closing Date, and all of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary areis, directly or indirectly, owned by such Loan Party. As of the Borrower. Except Closing Date, except as set forth on Schedule 5.08, as of the Closing Date9.8, 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 Capital Securities of any Loan Party or its Subsidiariesany Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Russ Berrie & Co Inc)

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