Ownership of Equity Interests. Issue, sell, transfer, pledge or otherwise dispose of any partnership interests, shares of capital stock or other equity or ownership interests ("Equity Interests") in any member of the Consolidated Group, except (i) issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary of such Credit Party, (ii) in connection with a transaction permitted by Section 8.4, and (iii) as needed to qualify directors under applicable law.
Ownership of Equity Interests. Parent does not own, beneficially or of record, any securities of Company or Holdings.
Ownership of Equity Interests. (a) As of the Closing, the Equity Interests will be owned by Splitco, free and clear of all Encumbrances (other than the Equity Interest Encumbrances), and will be duly authorized, validly issued, fully paid and, to the extent such concept is recognized by applicable Law, nonassessable and not subject to any preemptive or subscription rights (and not issued in violation of any preemptive or subscription rights). Splitco shall have good and valid title to the Equity Interests as of the Closing. As of the Closing, Splitco shall not own, directly or indirectly, except as a result of the transfer of the Equity Interests pursuant to Article 3 hereto to Splitco, or have entered into any agreement, arrangement or understanding to purchase or sell any capital stock or other ownership interests in any Person.
(b) As of the date hereof, the SES Entities have good and valid title to the Equity Interests set forth next to such SES Entities’ names on Schedule 4.6(b), free and clear of all Encumbrances (other than the Equity Interest Encumbrances). Bowenvale has good and valid title to the AsiaSat Shares, free and clear of all Encumbrances (other than Equity Interest Encumbrances). Satlynx or a Subsidiary thereof has good and valid title to the capital stock of Satlynx’s direct and indirect Subsidiaries, free and clear of all Encumbrances.
(c) Schedule 4.6(c) sets forth for each of Bowenvale, Star One, Satlynx and each Subsidiary of Satlynx the amount of its authorized capital stock, the amount of its outstanding capital stock and the record and beneficial owners of its outstanding capital stock, and there are no other shares of capital stock or other equity interests in, or any securities (including debt instruments) convertible or exercisable for or exchangeable into, any capital stock of or other equity interest in, any such entity issued, reserved for issuance or outstanding.
(d) All of the Equity Interests (other than the ORBCOMM Shares) have been duly authorized and validly issued, and are fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, voting or disposition restriction, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the governing documents of the entity issuing such equity interests or any Contract to which the entity issuing such equity interests is a party or is otherwise bound and are free and clear of all Encumbrances (other t...
Ownership of Equity Interests. The occurrence of any of the following: (i) the Guarantor shall cease, directly, to own and control legally and beneficially all of the Equity Interests in the Borrower, (ii) the Guarantor shall cease, directly, to own and control legally and beneficially all of the Equity Interests in TEML, or (iii) the Borrower shall cease, directly, to own and control legally and beneficially all of the Equity Interests in each Receivables Subsidiary (other than TAP Funding and TWC); or
Ownership of Equity Interests. The Texas Company or one ----------------------------- or more of its wholly-owned Subsidiaries owns, of record and beneficially, all of the issued and outstanding capital stock or other equity interests of each of the Texas Company Subsidiaries and all outstanding Equity Rights with respect to each Texas Company Subsidiary, free and clear (except as otherwise contemplated in the Second Amended and Restated Credit Agreement, dated as of October 15, 1998, among the Texas Company, certain of its Subsidiaries, the banks party thereto and Chase Bank of Texas, National Association, as Agent for such banks, as amended by the First Amendment to Second Amended and Restated Credit Agreement, dated as of May 25, 1999 among the same parties and the documents related thereto) of all Liens. Except as described above or as set forth in Section 4.6 of the Texas Company Disclosure Schedule, neither the Texas Company nor any of the Texas Company Subsidiaries owns or holds, directly or indirectly, any capital stock of, or other equity or other ownership interest in (or any securities, rights or other interests exchangeable for, convertible into or which otherwise relate to the acquisition of any capital stock of), any Person or is a partner or joint venturer in any partnership or joint venture material to the Texas Company.
Ownership of Equity Interests. Borrowers shall not acquire any Equity Interests, except for Permitted Acquisitions.
Ownership of Equity Interests. Seller has good title to, holds of record, and owns beneficially the Equity Interests free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Law, the Existing Loans, the JV Agreements and the Property Leases. Upon consummation of the transactions contemplated by this Agreement, Buyer will own the Equity Interests free and clear of all Liens other than (i) transfer restrictions imposed thereon by applicable securities Laws, the Assumed Existing Loans and the Property Leases and (ii) any Liens created by Buyer or its Affiliates.
Ownership of Equity Interests. Except as set forth on Schedule 6.05, the Manager is and will be at Closing the record and beneficial owner of the Equity Interests set forth by its name on the Merger Consideration Schedule, free and clear of all Liens.
Ownership of Equity Interests. Except as otherwise set ------------------------------ forth in Section 3.5 of the Delaware Company Disclosure Schedule, the Delaware Company or one or more of its wholly-owned Subsidiaries owns, of record and beneficially, all of the issued and outstanding capital stock or other equity interests of each of the Delaware Company Subsidiaries and all outstanding Equity Rights with respect to each Delaware Company Subsidiary, free and clear (except as otherwise contemplated in the Credit Agreement dated April 30, 1999, among the Delaware Company, various lending institutions, Xxxxxxx Xxxxx Credit Partners LP, as documentation agent, and others) of all material liens, security interests, charges, adverse claims, options, preferential rights of purchase, restrictions or legends of any kind (collectively, "Liens"). Except as ----- described above or as set forth in Section 3.5 of the Delaware Company Disclosure Schedule, neither the Delaware Company nor any of the Delaware Company Subsidiaries owns or holds, directly or indirectly, any capital stock of, or other equity or other ownership interest in (or any securities, rights or other interests exchangeable for, convertible into or which otherwise relate to the acquisition of any capital stock of) any Person or is a partner or joint venturer in any partnership or joint venture material to the Delaware Company.
Ownership of Equity Interests. As of the Closing Date:
(a) The Equity Interests in each Loan Party have been duly authorized and validly issued. There is no existing option, warrant, call, right, commitment or other agreement to which any Loan Party is a party requiring, and there is no Equity Interest in any Loan Party outstanding which upon conversion or exchange would require, the issuance by such Loan Party of any additional membership interests or other Equity Interests in such Loan Party or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interest in such Loan Party.
(b) 100% of the Equity Interests in the Borrower is owned by Holdings. 100% of the Equity Interests in each of Gateway, Storage Holdings and Vista is owned by the Borrower. 100% of the Equity Interests in Diablo Holdings is owned by Storage Holdings. 100% of the Equity Interests in Diablo is owned by Diablo Holdings.
