Obligations to Issue or Sell Equity Interests Sample Clauses

Obligations to Issue or Sell Equity Interests. No right of first refusal, option, warrant, call, conversion right or commitment of any kind exists which obligates any WSI Company to issue any of its authorized but unissued limited partnership interests or other securities or equity interests. In addition, there are no (a) outstanding securities or obligations which are convertible into or exchangeable for any limited partnership interests or other securities of any WSI Company, or (b) contracts, arrangements or commitments, written or otherwise, under which any WSI Company is or may become bound to sell or otherwise issue any of its limited partnership interests or other securities or equity interests. Without limiting the generality of the foregoing, there is no valid basis upon which any person (other than WSGP and WSLP) may claim to be in any way the record or beneficial owner of, or to be entitled to acquire (of record or beneficially), any limited partnership interest or other security or equity interest of any WSI Company, and no person has made or, to the WSI Parties’ knowledge, threatened to make any such claim. In addition, no WSI Company has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its limited partnership interests or other securities or equity interests therein or to pay any dividend or make any distribution in respect thereof.
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Obligations to Issue or Sell Equity Interests. No right of first refusal, option, warrant, call, conversion right or commitment of any kind exists which obligates SW to issue any of its Shares or other securities or equity interests therein. In addition, there are no (a) outstanding securities or obligations which are convertible into or exchangeable for any Shares or other securities of SW, or (b) contracts, arrangements or commitments, written or otherwise, under which SW is or may become bound to sell or otherwise issue any of its Shares or other securities or equity interests. Without limiting the generality of the foregoing, there is no valid basis upon which any person (other than WCF) may claim to be in any way the record or beneficial owner of, or to be entitled to acquire (of record or beneficially), any Shares or other security or equity interest of SW, and no person has made or, to the WCA Parties’ knowledge, threatened to make any such claim. In addition, SW does not have any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its Shares or other securities or equity interests therein or to pay any dividend or make any distribution in respect thereof.
Sample 1
Obligations to Issue or Sell Equity Interests. No right of first refusal, option, warrant, call, conversion right or commitment of any kind exists which obligates any Company to issue any of its authorized but unissued capital stock, membership interests or other securities or equity interests. In addition, there are no (a) outstanding securities or obligations which are convertible into or exchangeable for any capital stock or membership interests or other securities of any Company, or (b) contracts, arrangements or commitments, written or otherwise, under which any Company is or may become bound to sell or otherwise issue any of its capital stock, membership interests or other securities or equity interests. Without limiting the generality of the foregoing, there is no valid basis upon which any person (other than Sellers) may claim to be in any way the record or beneficial owner of, or to be entitled to acquire (of record or beneficially), any capital stock, membership interest or other security or equity interest of any Company, and no person has made or, to either Seller’s knowledge, threatened to make any such claim. In addition, no Company has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its capital stock, membership interests or other securities or equity interests therein or, except as set forth in Schedule 3.4, to pay any dividend or make any distribution in respect thereof.
Sample 1
Obligations to Issue or Sell Equity Interests. Except as set forth on Section 3.4 of the Live Earth Disclosure Schedule, no right of first refusal, option, warrant, call, conversion right or commitment of any kind exists which obligates any Live Earth Company to issue any of its authorized but unissued limited liability company interests or other securities or equity interests. Except as set forth on Section 3.4 of the Live Earth Disclosure Schedule, in addition, there are no (a) outstanding securities or obligations which are convertible into or exchangeable for any limited liability company interests or other securities of any Live 7 Earth Company, or (b) contracts, arrangements or commitments, written or otherwise, under which any Live Earth Company is or may become bound to sell or otherwise issue any of its limited liability company interests or other securities or equity interests. Without limiting the generality of the foregoing, except as set forth on Section 3.4 of the Live Earth Disclosure Schedule, there is no valid basis upon which any Person (other than Live Earth) may claim to be in any way the record or beneficial owner of, or to be entitled to acquire (of record or beneficially), any limited liability company interest or other security or equity interest of any Live Earth Company, and no Person has made or, to the Knowledge of the Live Earth Parties, threatened to make any such claim. In addition, no Live Earth Company has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its limited liability company interests or other securities or equity interests therein or to pay any dividend or make any distribution in respect thereof.
Sample 1
Obligations to Issue or Sell Equity Interests. Except as set forth on Section 3.4 of the Emerald Disclosure Schedule, there are no (a) outstanding securities or obligations that are convertible into or exchangeable for any shares of capital stock or limited liability company interests, as applicable, or any other securities of any Emerald Company, or (b) right of first refusal, option, warrant, call, conversion right, contracts, arrangements or commitments, written or otherwise, of any kind which obligates any Emerald Company, or under which any Emerald Company is or may become bound, to issue or sell any of its authorized but unissued shares of capital stock or limited liability company interests, as applicable, or any other securities or equity interests. Without limiting the generality of the foregoing, except as set forth on Section 3.4 of the Emerald Disclosure Schedule, there is no valid basis upon which any Person (other than EWS Holdings) may claim to be in any way the record or beneficial owner of, or to be entitled to acquire (of record or beneficially), any share of capital stock or limited liability company interest, as applicable, or any other security or equity interest of any Emerald Company, and no Person has made or, to the Knowledge of the Emerald Parties, threatened to make any such claim. In addition, no Emerald Company has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its shares of capital stock or limited liability company interests, as applicable, or any other securities or equity interests therein or to pay any dividend or make any distribution in respect thereof.
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Related to Obligations to Issue or Sell Equity Interests

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

  • Issuance of Equity Interests Issue or allow to be created any stocks or shares or shareholder, partnership or membership interests, as applicable, or other ownership interests other than the stocks, shares, shareholder, partnership or membership interests and other ownership interests which are outstanding or exist on the Closing Date or any security or other instrument which by its terms is convertible into or exercisable or exchangeable for stock, shares, shareholder, partnership or membership interests or other ownership interests in any Borrower or Operating Lessee, unless otherwise permitted under this Agreement in connection with any Mezzanine Loan. No Borrower or Operating Lessee shall allow to be issued or created any stock in any Borrower’s or Operating Lessee’s general partner or managing member, as applicable, other than the stock which is outstanding or existing on the Closing Date or any security or other instrument which by its terms is convertible into or exercisable or exchangeable for any stock in such Borrower’s general partner or managing member, as applicable.

  • Equity Interest The stock of or other interests in, or warrants or other rights to purchase the stock of or other interests in, any entity that has borrowed money from the Company or that is a tenant of the Company or that is a parent or controlling Person of any such borrower or tenant.

  • Subsidiaries; Equity Interests As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

  • Pledged Equity Interests Set forth on Schedule 5.21(f), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02, is a list of (i) all Pledged Equity and (ii) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents (in each case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.).

  • Indebtedness; Certain Equity Securities (a) The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness or any Attributable Debt, except: (i) Indebtedness created under the Loan Documents and any Permitted Subordinated Indebtedness of the Borrower or its Subsidiaries to the extent the Net Proceeds thereof are used to refinance Indebtedness created under the Loan Documents; (ii) Indebtedness existing on the Closing Date and set forth in Schedule 6.01 and Refinancing Indebtedness in respect thereof; (iii) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided, that no Subsidiary that is not a Loan Party shall have any Indebtedness to the Borrower or any Subsidiary Loan Party; (iv) Guarantees by the Borrower of Indebtedness of any Subsidiary Loan Party and by any Subsidiary of Indebtedness of the Borrower or any Subsidiary Loan Party; (v) Indebtedness and Attributable Debt of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than by an amount not greater than fees and expenses, including premium and defeasance costs, associated therewith) or result in a decreased average weighted life thereof; provided that (1) such Indebtedness or Attributable Debt is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (2) the aggregate principal amount of Indebtedness and Attributable Debt permitted by this clause (v), together with the aggregate principal amount of Indebtedness and Attributable Debt of the Service Company described in Section 6.18(d)(i) allocated to the Borrower and its Subsidiaries pursuant to the Shared Services Agreement, shall not exceed $15,000,000 at any time outstanding; (vi) Indebtedness of any Person that becomes a Subsidiary after the Closing Date and Refinancing Indebtedness in respect thereof; provided that (A) such Indebtedness (other than Refinancing Indebtedness) exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary (except to the extent such Indebtedness refinanced other Indebtedness to facilitate such entity becoming a Subsidiary) and (B) the aggregate principal amount of Indebtedness permitted by this clause (vi) shall not exceed $10,000,000 at any time outstanding; (vii) Indebtedness of the Borrower or any Subsidiary in respect of letters of credit in an aggregate face amount not exceeding $5,000,000 at any time outstanding; (viii) unsecured Indebtedness and Attributable Debt owing to the Service Company incurred pursuant to the Shared Services Transactions; and (ix) other unsecured Indebtedness (other than Indebtedness of the Borrower to any Affiliate of the Borrower) in an aggregate principal amount not exceeding $20,000,000 at any time outstanding. (b) The Borrower will not, nor will it permit any Subsidiary to, issue any preferred stock or other preferred Equity Interests.

  • Indebtedness, Disqualified Stock (a) Create, incur, assume, guarantee, suffer to exist or otherwise become or remain liable with respect to, any Indebtedness, except Permitted Indebtedness, or (b) issue Disqualified Stock.

  • 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)).

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

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