Ownership of Loan Parties. Notwithstanding any other provisions of this Agreement to the contrary, Borrower will not, nor will Borrower permit any of the Loan Parties to (a) permit any Person (other than Borrower or any wholly owned Subsidiary) to own any Capital Stock of any Loan Party, except to qualify directors if required by applicable Law or (b) permit any Loan Party to issue or have outstanding any shares of preferred Capital Stock.
Ownership of Loan Parties. Schedule 6.1.(b) is, as of the Agreement Date, a complete and correct list of each Loan Party and each Subsidiary of the Parent, directly or indirectly, holding an Equity Interest in any Loan Party, setting forth for each such Person, (i) the jurisdiction of organization of such Person, (ii) each Person holding any Equity Interest in such Person, (iii) the nature of the Equity Interests held by each such Person and (iv) the percentage of ownership of such Person represented by such Equity Interests. Except as disclosed in such Schedule (A) each of the Parent, the Borrower and its applicable Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders' or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. Exhibit 21 to the Parent's Form 10K for the fiscal year ended December 31, 2003 is an accurate list of the Subsidiaries of the Parent as of such date (excluding those Subsidiaries that need not be disclosed on such Exhibit pursuant to Regulation S-K of the Securities Act).
Ownership of Loan Parties. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Loan Party and each Subsidiary of any Guarantor 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 (except in the case of the Borrower) has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned beneficially and of record by a Loan Party (or, in the case of Texas ALC Partners II, LP, by the partners thereof) 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 Loan Party or any Subsidiary of any Guarantor or any joint venture of any of them. There are no Contractual Obligations or other understandings to which any Loan Party, any Subsidiary of any Guarantor 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 Loan Party or any such Guarantor or joint venture.
Ownership of Loan Parties. The organizational chart attached hereto as Schedule 4.3 is complete and accurate as of the Effective Date and illustrates all Persons who
Ownership of Loan Parties. Except as a result of transactions permitted by this Agreement, one or more Loan Parties fail to own, beneficially and of record, with power to vote, a percentage of the issued and outstanding shares of Stock of each Subsidiary of Borrower that is a Loan Party, which percentage is (a) the percentage owned by the Loan Parties as reflected on SCHEDULE 8.3 as of the Closing Date or (b) the percentage from time to time acquired by the Loan Parties (which must be at least a majority).
Ownership of Loan Parties. All of the Equity Interests of each Loan Party are duly and validly issued. There are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. All of the Equity Interests of the Borrower are owned, beneficially and of record, by the Parent free and clear of all Liens other than Permitted Liens. All of the Equity Interests of the Parent are owned, beneficially and of record, by GWG Life, and indirectly by GWG Holdings. The Parent is the sole member of the Borrower, and GWG Life is the sole member of the Parent.
Ownership of Loan Parties. Schedule 6.1.(b) is, as of the Agreement Date, a complete and correct list of each Loan Party and each Subsidiary of the Parent, directly or indirectly, holding an Equity Interest in any Loan Party, setting forth for each such Person, (i) the jurisdiction of organization of such Person, (ii) each Person holding any Equity Interest in such Person, (iii) the nature of the Equity Interests held by each such Person and (iv) the percentage of ownership of such Person represented by such Equity Interests. Except as disclosed in such Schedule (A) each of the Parent, the Borrower and its applicable Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid exhibit10175a.htm and nonassessable and (C) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. Exhibit 21 to the Parent’s Form 10K for the fiscal year ended December 31, 2005 is an accurate list of the Subsidiaries of the Parent as of such date (excluding those Subsidiaries that need not be disclosed on such Exhibit pursuant to Regulation S-K of the Securities Act).
