No Equity Interests or Other Outstanding Investment Obligations Sample Clauses

No Equity Interests or Other Outstanding Investment Obligations. Except with respect to the ownership of capital stock of the Company Subsidiaries and the minority interests listed on Schedule 4.5(d), the Company and the Company Subsidiaries as of the Closing will not own, directly or indirectly, beneficially or of record, any capital stock of or other equity or voting securities or interests in any other Person. The Company directly or indirectly has good and valid title to all shares of capital stock or other equity securities of the entities listed on Schedule 4.5(d) held directly or indirectly by the Company. Except as contemplated by the Disentanglement Schedule or as may be incurred in the Ordinary Course of Business, as of the Closing there will be no outstanding obligations of the Company or any Company Subsidiary to make any investment in or provide funds (whether in the form of a loan, capital contribution or otherwise), and neither the Company nor any Company Subsidiary as of the Closing will have outstanding any such investment or provision of funds, to any other Person. No Person as of the Closing will be in default with respect to such Person’s obligation to repay any loan to the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary as of the Closing will have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company or any Company Subsidiary on any matter.
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No Equity Interests or Other Outstanding Investment Obligations. Except as set forth on Schedule 3.2(c) of the Disclosure Letter, the Company does not own any capital stock of or other equity securities or interests in any other Person. The Company is not a party to any stockholder agreement, voting trust or other agreement or understanding relating to the voting, purchase, redemption or other acquisition of any shares of capital stock or equity interests in any other Person. There are no outstanding obligations of the Company to make any investment in or provide funds (whether in the form of a loan, capital contribution or otherwise) to any other Person.
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No Equity Interests or Other Outstanding Investment Obligations. Company warrants and represents that, except with respect to the ownership of Equity Securities of each Subsidiary or as set forth in Schedule 3.1(f) of the Disclosure Letter, neither the Company nor any Subsidiary owns, directly or indirectly, beneficially or of record, any Equity Securities or interests in any other Person. Neither the Company nor any Subsidiary is a party to any shareholder agreements, voting trusts or other agreements or understandings relating to the voting, purchase, redemption or other acquisition of any Equity Securities of any other Person. There are no outstanding obligations of the Company or any Subsidiary to make any investment in or provide funds (whether in the form of a loan, capital contribution or otherwise), and neither the Company nor any Subsidiary currently has outstanding any such investment or provision of funds, to any other Person. To the Knowledge of Company, no Person is in default with respect to such Person’s obligation to repay any loan to the Company or any Subsidiary.
Sample 1
No Equity Interests or Other Outstanding Investment Obligations. Except with respect to the ownership of capital stock of the Company Subsidiaries, the Company and the Company Subsidiaries do not own, directly or indirectly, beneficially or of record, any capital stock of or other equity or voting securities or interests in any other Person. Neither the Company nor any Company Subsidiary is a party to any stockholder agreements, voting trusts or other agreements or understandings relating to the voting, purchase, redemption or other acquisition of any shares of capital stock or equity interests in any other Person. There are no outstanding obligations of the Company or any Company Subsidiary to make any investment in or provide funds (whether in the form of a loan, capital contribution or otherwise), and neither the Company nor any Company Subsidiary currently has outstanding any such investment or provision of funds, to any other Person. No Person is in default with respect to such Person's obligation to repay any loan to the Company or any of the Company Subsidiaries. Neither the Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company or any Company Subsidiary on any matter.
Sample 1
No Equity Interests or Other Outstanding Investment Obligations. Except for the Subsidiaries, the Company (i) does not own, directly or indirectly, any capital stock of or other equity securities or interests in any other Person, and (ii) is not a party to any stockholder agreements, voting trusts or other agreements or understandings relating to the voting, purchase, redemption or other acquisition of any shares of capital stock or equity interests in any other Person. There are no outstanding obligations of either the Company or any of the Subsidiaries to make any debt or equity investment (whether in the form of a loan, capital contribution or otherwise) in or to any other Person (other than to Employees in connection with their employment with the Company or the Subsidiaries). Neither the Company nor any of the Subsidiaries have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of either the Company or any of the Subsidiaries on any matter.
Sample 1
No Equity Interests or Other Outstanding Investment Obligations. The Company does not own, directly or indirectly, beneficially or of record, any Equity Securities or interests in any other Person. The Company is not a party to any shareholder agreements, voting trusts or other agreements or understandings relating to the voting, purchase, redemption or other acquisition of any Equity Securities of any other Person. There are no outstanding obligations of the Company to make any investment in or provide funds (whether in the form of a loan, capital contribution or otherwise), and the Company currently has outstanding no such investment or provision of funds, to any other Person. To the Knowledge of Company, no Person is in default with respect to such Person’s obligation to repay any loan to the Company.
Sample 1
No Equity Interests or Other Outstanding Investment Obligations. Except with respect to the ownership of Equity Securities of each SSN Subsidiary as set forth in Schedule 3.1(f) of the Disclosure Letter, neither Company nor any SSN Subsidiary owns, directly or indirectly, beneficially or of record, any Equity Securities or interests in any other Person. Except as set forth in Schedule 3.1(f) of the Disclosure Letter, neither Company nor any SSN Subsidiary is a party to any shareholder agreements, voting trusts or other agreements or understandings relating to the voting, purchase, redemption or other acquisition of any Equity Securities of any other Person. There are no outstanding obligations of either Company or any SSN Subsidiary to make any investment in or provide funds (whether in the form of a loan, capital contribution or otherwise), and neither Company nor any SSN Subsidiary currently has outstanding any such investment or provision of funds, to any other Person. To the Knowledge of the Companies, no Person is in default with respect to such Person’s obligation to repay any loan to either Company or any SSN Subsidiary.
Sample 1
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No Equity Interests or Other Outstanding Investment Obligations. Merger Sub does not own, directly or indirectly, beneficially or of record, any Equity Securities or interests in any other Person. Other than this Agreement, Merger Sub is not a party to any shareholder agreements, voting trusts or other agreements or understandings relating to the voting, purchase, redemption or other acquisition of any Equity Securities of any other Person. Other than this Agreement, there are no outstanding obligations of Merger Sub to make any investment in or provide funds (whether in the form of a loan, capital contribution or otherwise) to any other Person.
Sample 1
No Equity Interests or Other Outstanding Investment Obligations. Except in each case as set forth on Schedule 6.5(a) and Schedule 6.6, neither the Company nor any Subsidiary owns, directly or indirectly, beneficially or of record, any interest or investment (whether equity, voting interest or debt) in any Person, nor has the Company or any Subsidiary made any commitment to acquire any such interest or make any such investment. Neither the Company nor any Subsidiary is a party to any stockholder agreements, voting trusts or other agreements or understandings relating to the voting, purchase, redemption or other acquisition of any Securities in any other Person in each case that would survive Closing. There are no outstanding obligations of the Company or any Subsidiary to make any investment in or provide funds (whether in the form of a loan, capital contribution or otherwise), and neither the Company nor any Subsidiary currently has outstanding any such investment or provision of funds, to any other Person other than the Company’s ownership of, and loans to and intercompany balances to and from, the Subsidiaries. No Person is in default with respect to such Person’s obligation to repay any loan to the Company or any Subsidiary. Neither the Company nor any Subsidiary has outstanding any bonds, debentures, notes or other debt-like obligations (other than the Company’s Series A Preferred Stock) the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company or any Subsidiary on any matter.
Sample 1

Related to No Equity Interests or Other Outstanding Investment Obligations

  • No Outstanding Loans or Other Indebtedness Except as described in the Prospectus, there are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of the members of any of them.

  • Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness Except as set forth in Disclosure Schedule (3.8), as of the Closing Date, no Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All of the issued and outstanding Stock of each Credit Party is owned by each of the Stockholders and in the amounts set forth in Disclosure Schedule (3.8). Except as set forth in Disclosure Schedule (3.8), there are no outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or other equity securities or any Stock or other equity securities of its Subsidiaries. All outstanding Indebtedness and Guaranteed Indebtedness of each Credit Party as of the Closing Date (except for the Obligations) is described in Section 6.3 (including Disclosure Schedule (6.3)).

  • Outstanding Indebtedness Neither the Company nor any of its Subsidiaries has outstanding any Indebtedness except as permitted by paragraph 6B. There exists no default under the provisions of any instrument evidencing such Indebtedness or of any agreement relating thereto.

  • No Outstanding Loans or Other Extensions of Credit The Company does not have any outstanding extension of credit, in the form of a personal loan, to or for any director or executive officer (or equivalent thereof) of the Company except for such extensions of credit as are expressly permitted by Section 13(k) of the Exchange Act.

  • Outstanding Obligations Borrower shall have no obligations as of the date of this Agreement except those approved by HUD in writing and, except for those approved obligations, the Land has been paid for in full (or if the Land is subject to a leasehold interest, it must be subject to a HUD-approved lease), and is free from any liens or purchase money obligations, except as approved by HUD. As of the date hereof, all contractual obligations relating to the Project have been fully disclosed to HUD.

  • Outstanding Stock All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Prepayments of Other Indebtedness Modifications of Organizational Documents and Other Documents, etc. 118 Section 6.12. Limitation on Certain Restrictions on Subsidiaries 119 Section 6.13. Limitation on Issuance of Capital Stock 119 Section 6.14. Limitation on Creation of Subsidiaries 120 Section 6.15. Business 120 Section 6.16. Limitation on Accounting Changes 120 Section 6.17. Fiscal Year 120 Section 6.18. No Further Negative Pledge 120 Section 6.19. Anti-Terrorism Law; Anti-Money Laundering 121 Section 6.20. Embargoed Person 121 ARTICLE VII. GUARANTEE 121 Section 7.01. The Guarantee 121 Section 7.02. Obligations Unconditional 122 Section 7.03. Reinstatement 123 Section 7.04. Subrogation; Subordination 123 Section 7.05. Remedies 123 Section 7.06. Instrument for the Payment of Money 123 Section 7.07. Continuing Guarantee 123 Section 7.08. General Limitation on Guarantee Obligations 123 Section 7.09. Release of Guarantors 124 ARTICLE VIII. EVENTS OF DEFAULT 124 Section 8.01. Events of Default 124 Section 8.02. Rescission 126 Section 8.03. Application of Proceeds 127 ARTICLE IX. COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS 127 Section 9.01. Collateral Accounts 128 Section 9.02. Accounts; Cash Management 128 Section 9.03. Inventory 131 Section 9.04. Borrowing Base-Related Reports 132 Section 9.05. Rescission of Activation Notice 133 ARTICLE X. THE ADMINISTRATIVE AGENTS AND THE COLLATERAL AGENTS 133 Section 10.01. Appointment and Authority 133 Section 10.02. Rights as a Lender 134 Section 10.03. Exculpatory Provisions. 134 Section 10.04. Reliance by Agent 135 Section 10.05. Delegation of Duties 135 Section 10.06. Resignation of Agent 135 Section 10.07. Non-Reliance on Agent and Other Lenders 136 Section 10.08. No Other Duties, etc 136 Section 10.09. Indemnification 136 Section 10.10. Overadvances 137 Section 10.11. Concerning the Collateral and the Related Loan Documents 137 Section 10.12. Field Audit, Examination Reports and Other Reports 137 ARTICLE XI. MISCELLANEOUS 138 Section 11.01. Notices 138 Section 11.02. Waivers; Amendment 141 Section 11.03. Expenses; Indemnity; Damage Waiver 144 Section 11.04. Successors and Assigns 146 Section 11.05. Survival of Agreement 148 Section 11.06. Counterparts; Integration; Effectiveness; Electronic Execution 148 Section 11.07. Severability 149 Section 11.08. Right of Setoff 149 Section 11.09. Governing Law; Jurisdiction; Consent to Service of Process 149 Section 11.10. Waiver of Jury Trial 150 Section 11.11. Headings 150 Section 11.12. Treatment of Certain Information; Confidentiality 150 Section 11.13. USA PATRIOT Act Notice 151 Section 11.14. Interest Rate Limitation 151 Section 11.15. Lender Addendum 151 Section 11.16. Obligations Absolute 151 Section 11.17. Dollar Equivalent Calculations 152 Section 11.18. Judgment Currency 152 Section 11.19. Special Provisions Relating to Currencies Other Than Dollars 153 Section 11.20. Intercreditor Agreement 153 ANNEXES Annex I Applicable Margin SCHEDULES Schedule 1.01(a) Refinancing Indebtedness to Be Repaid Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Existing Letters of Credit Schedule 1.01(d) Existing Lender Letters of Credit Schedule 3.03 Governmental Approvals; Compliance with Laws Schedule 3.09 Material Agreements Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local Counsel Schedule 5.14 Post-Closing Matters Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.02 Accounts and Lockboxes EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J [Intentionally Deleted] Exhibit K-1 Form of Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of US Swingline Note Exhibit K-4 Form of Canadian Swingline Note Exhibit K-5 Form of Discount Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of US Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Non-Bank Certificate Exhibit R Form of Intercreditor Agreement Exhibit S Form of Borrowing Base Certificate v CREDIT AGREEMENT This CREDIT AGREEMENT (this "Agreement") dated as of February 14, 2006 is among LINENS 'N THINGS, INC., a Delaware corporation ("LNT") and LINENS 'N THINGS CENTER, INC., a California corporation ("LNT Center" and together with LNT the "US Borrowers" and each individually a "US Borrower"), LINENS 'N THINGS CANADA CORP., a Nova Scotia corporation ("Canadian Borrower" and together with US Borrowers, the "Borrowers"); LINENS HOLDING CO., a Delaware corporation ("Holdings"); the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I); the Lenders; UBS SECURITIES LLC ("UBSS"), as lead arranger (in such capacity, "Arranger") and as documentation agent (in such capacity, "Documentation Agent"); UBS LOAN FINANCE LLC ("UBS"), as US swingline lender (in such capacity, "US Swingline Lender"); BEAR, XXXXXXX & CO. INC. ("Bear Xxxxxxx"), as co-syndication agent (in such capacity, "Syndication Agent"); UBS AG, STAMFORD BRANCH, as an issuing bank, as US administrative agent (in such capacity, "US Administrative Agent") for the Lenders and as US co-collateral agent (in such capacity, the "US Co-Collateral Agent") for the Secured Parties and the Issuing Bank; UBS AG CANADA BRANCH, as Canadian co-collateral agent (in such capacity, the "Canadian Co-Collateral Agent") for the Secured Parties and the Issuing Bank; WACHOVIA BANK, NATIONAL ASSOCIATION, as US co-collateral agent (together with US Co-Collateral Agent, the "US Collateral Agents") for the Secured Parties and the Issuing Bank and as an issuing bank; WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as Canadian administrative agent (in such capacity, the "Canadian Administrative Agent" together with the US Administrative Agent, the "Administrative Agents") for the Lenders, as Canadian co-collateral agent (together with Canadian Co-Collateral Agent, the "Canadian Collateral Agents"; the US Collateral Agents and the Canadian Collateral Agents are collectively referred to herein as the "Collateral Agents") for the Secured Parties and the Issuing Bank, as an issuing bank, and as Canadian swingline lender (in such capacity, "Canadian Swingline Lender" and together with US Swingline Lender, the "Swingline Lenders").

  • Adjustments for Dividends in Stock or Other Securities or Property If while the Warrants, or any portion thereof, remain outstanding and unexpired, the Holders shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, the Warrants shall represent the right to acquire, in addition to the number of shares of such class of security receivable upon exercise of the Warrants, and without payment of any additional consideration therefore, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the class of security receivable upon exercise of the Warrants on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during said period, giving effect to all adjustments called for during such period by the provisions of this Section 7.

  • Outstanding Capital Stock The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of any preemptive or similar rights of any stockholder of the Company.

  • Dividends and Other Distributions with Respect to Outstanding Securities In the event that the Company shall at any time prior to the exercise of all Warrants declare a dividend (other than a dividend consisting solely of shares of Common Stock or a cash dividend or distribution payable out of current or retained earnings) or otherwise distribute to its shareholders any monies, assets, property, rights, evidences of indebtedness, securities (other than shares of Common Stock), whether issued by the Company or by another person or entity, or any other thing of value, the Holder or Holders of the unexercised Warrants shall thereafter be entitled, in addition to the shares of Common Stock or other securities receivable upon the exercise thereof, to receive, upon the exercise of such Warrants, the same monies, property, assets, rights, evidences of indebtedness, securities or any other thing of value that they would have been entitled to receive at the time of such dividend or distribution. At the time of any such dividend or distribution, the Company shall make appropriate reserves to ensure the timely performance of the provisions of this Subsection 7.5.

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