Organization Powers Capitalization. (a) Each member of the Borrower Group is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents, approvals and qualifications could not reasonably be expected to have a Material Adverse Effect.
(b) The Borrower is authorized to issue 333,333,334 Common Shares, of which, as of the Effective Date, 21,158,258Common Shares were issued and outstanding as fully paid and non-assessable shares. All Common Shares (including such Common Shares issued in connection with the Stock Grant) are duly authorized and validly issued, fully paid, non-assessable, free and clear of all Liens other than Permitted Liens and such Common Shares were issued in compliance with all applicable local, state and federal laws concerning the issuance of securities. As of the Effective Date, no Equity Interests of the Borrower is issued and outstanding other than described above.
(c) As of the Effective Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition of any Equity Interests of any member of the Borrower Group, other than as set out in Schedule 8.01.
Organization Powers Capitalization. (A) Organization and Powers. Each of the Borrowers is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and qualified to do business in each jurisdiction where such qualification is required except where failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. Each Borrower has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and proposed to be conducted and to enter into each Loan Document to which it is a party.
Organization Powers Capitalization. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which such qualification is necessary in view of its current or proposed business and operations or the ownership of its properties. The Borrower has the requisite power and authority to own its properties and carry on its business as now being conducted and currently proposed to be conducted and to execute, deliver, and perform its obligations under the Operative Documents to which it is a party. As of the Financial Closing Date, (i) the sole shareholder of the Borrower is the Parent, (ii) the Parent's ownership interests in the Borrower are duly and validly issued, and (iii) there are no ownership or other equity interests in the Borrower, rights to acquire or subscribe for any such interests, or instruments convertible into or exchangeable or exercisable for any such interests.
Organization Powers Capitalization. (A) Organization and Powers. Borrower is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and qualified to do business and in good standing in all states and countries where such qualification is required except where failures to be so qualified could not in the aggregate be reasonably expected to have a Material Adverse Effect. Borrower has all requisite corporate or other applicable power and authority to own and operate its properties, to carry on its business as now conducted and proposed to be conducted and to enter into and perform each Loan Document.
Organization Powers Capitalization. Each member of the Holdings Group is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. All of the outstanding capital stock of Holdings has been validly issued, is fully paid and non-assessable and is owned, as of the date hereof, as set forth in Schedule 4.1(a). Set forth on Schedule 4.1(a) hereto is a complete and accurate list of all Subsidiaries of each Loan Party, showing as of the date hereof (as to each such Subsidiary), after giving effect to the Reorganization, the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding shares of each such class owned (directly or indirectly) by such Loan Party and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding capital stock of all of such Subsidiaries has been validly issued, is fully paid and non-assessable and is owned by such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created by the Security Documents.
Organization Powers Capitalization
