Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Group Member and each Subsidiary of any Group Member and each joint venture of any of them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower or Holdings. All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of Holdings, is owned beneficially and of record by a Group Member (or, in the case of the Borrower, by MSH) free and clear of all Liens other than the security interests created by the Loan Documents and, in the case of joint ventures, Permitted Liens. There are no Stock Equivalents with respect to the Stock of any Group Member (other than Holdings) or any Subsidiary of any Group Member or any joint venture of any of them and, as of the Closing Date, except as set forth on Schedule 4.3, there are no Stock Equivalents with respect to the Stock of Holdings. There are no Contractual Obligations or other understandings to which any Group Member, any Subsidiary of any Group Member or any joint venture of any of them is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Group Member or any such Subsidiary or joint venture.
Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Group Member and each Subsidiary of any Group Member and each joint venture of any of them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Issuer. All outstanding Stock of each Group Member has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned beneficially and of record by a Group Member free and clear of all Liens other than the security interests created by the Senior Credit Documents and, in the case of joint ventures, Permitted Liens. There are no Stock Equivalents with respect to the Stock of any Group Member or any Subsidiary of any Group Member or any joint venture of any of them and, as of the Closing Date, except as set forth on Schedule 4.3. There are no Contractual Obligations or other understandings to which any Group Member, any Subsidiary of any Group Member or any joint venture of any of them is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Group Member or any such Subsidiary.
Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Restatement Date, for each Group Member and each Subsidiary of any Group Member and each joint venture of any of them, its legal name, its jurisdiction of organization and the percentage of its Voting Stock owned by Holdings and each other Subsidiary, and for each joint venture, the nature of the application.
Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Group Member and each Subsidiary of any Group Member and each Joint Venture of any of them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date (except for any Joint Venture) and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of the Borrower, is owned beneficially and of record by a Group Member free and clear of all Liens other than the security interests created by the Loan Documents, the First Lien Loan Documents and Permitted Liens. As of the Closing Date, there are no Stock Equivalents with respect to the Stock of any Group Member (other than the Borrower) or any Subsidiary of any Group Member or any Joint Venture of any of them and, as of the Closing Date, except as set forth on Schedule 4.3, there are no Stock Equivalents with respect to the Stock of the Borrower. Except as permitted pursuant to the Loan Documents, there are no Contractual Obligations or other understandings to which any Loan Party or any Joint Venture in which a Loan Party owns an interest is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Loan Party or Joint Venture in which a Loan Party owns an interest.
Ownership of Group Members. Set forth on Schedule 3.03 is a complete and accurate list showing, as of the Closing Date, for each Group Member and each joint venture of any of them, its jurisdiction of organization and the number of shares of each class of Equity Interests authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding Equity Interests of each such class owned (directly or indirectly) by Holdings. All outstanding Equity Interests of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of Holdings, is owned beneficially and of record by a Loan Party (or, in the case of Holdings, by the Parent Company) free and clear of all Liens other than the security interests created by the Loan Documents and Permitted Liens. Except as set forth in the Organizational Documents of the other Group Member as of the Closing Date, there are no Contractual Obligations or other understandings to which any Group Member or any joint venture of any of them is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Equity Interest of any Group Member or any such joint venture.
Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Group Member and each Subsidiary of any Group Member and each joint venture of any of them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of the Borrower, is owned beneficially and of record by a Group Member free and clear of all Liens other than the security interests created by the Loan Documents and the Term Loan Documents, any non-consensual Liens arising as a matter of law and permitted under Section 8.2 and, in the case of joint ventures, Permitted Liens. Except as provided in Schedule 4.3, as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Group Member or any of their Subsidiaries of any Stock of any such entity.
Ownership of Group Members. The Borrower has no Subsidiaries and holds no investments in any other Person and conducts no business other than its ownership of 99.17% of the limited liability membership interest in White Cliffs (as reduced by any Permitted Option Transfer after the Closing Date) and its ownership of 100% of the limited liability company interests in the Unrestricted Subsidiary. Such ownership interest in White Cliffs is owned beneficially and of record by the Borrower free and clear of all Liens other than the security interests created by the Loan Documents, and is subject to no Stock Equivalent or other right or encumbrance, other than the Permitted Options. There are no Contractual Obligations or other understandings to which any Group Member is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Group Member, other than, with respect to White Cliffs, restrictions on the transfer and encumbrance of Stock or Stock Equivalents pursuant to the Constituent Documents of White Cliffs.
Ownership of Group Members. 43 Section 4.4
Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Group Member and each Subsidiary of any Group Member and each joint venture of any of them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class TERM LOAN CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] owned (directly or indirectly) by the Borrower. All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of the Borrower, is owned beneficially and of record by a Group Member free and clear of all Liens other than the security interests created by the Loan Documents and the Revolving Loan Documents, any non-consensual Liens arising as a matter of law and permitted under Section 8.2 and, in the case of joint ventures, Permitted Liens. Except as provided in Schedule 4.3, as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Group Member or any of their Subsidiaries of any Stock of any such entity.
Ownership of Group Members. 44 Section 4.4 Financial Statements.....................................45 Section 4.5 Material Adverse Effect..................................47 Section 4.6 Solvency.................................................47 Section 4.7 Litigation...............................................47 Section 4.8 Taxes....................................................47 Section 4.9 Margin Regulations.......................................48 Section 4.10 No Burdensome Obligations; No Defaults or Breaches.......48 Section 4.11 Investment Company Act...................................48 Section 4.12 Labor Matters............................................48 Section 4.13 ERISA....................................................48
