Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) to the Disclosure Letter is a complete and accurate list as of the Closing Date of each Subsidiary of any Loan Party, together with (i) jurisdiction of organization or incorporation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Equity Interests of each Subsidiary of any Loan Party are validly issued, fully paid and non-assessable.
(b) As of the Closing Date, except as described on Schedule 6.13(b) to the Disclosure Letter, there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of the Borrower or any of its Subsidiaries. As of the Closing Date, except as set forth on Schedule 6.13(b) to the Disclosure Letter and as contained in the Warrants, there are no statutory or contractual preemptive rights, rights of first refusal, anti-dilution rights or any similar rights held by equity holders or option holders of the Borrower with respect to the issuance of the Warrants and all such rights have been effectively waived with regard to the issuance of the Warrants. As of the Closing Date, there are no agreements (voting or otherwise) among the Borrower’s equity holders with respect to any other aspect of the Borrower’s affairs, except as set forth on Schedule 6.13(b) to the Disclosure Letter.
Subsidiaries and Capitalization. Schedule 3.09 hereto contains an accurate list of all of the existing Subsidiaries as of the date of this Agreement, setting forth their respective jurisdictions of incorporation and the percentage of their capital stock owned by the Borrower or other Subsidiaries. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable, and are free and clear of all Liens, other than the Liens created by the Loan Documents. No authorized but unissued or treasury shares of capital stock of the Borrower or any Subsidiary are subject to any option, warrant, right to call or commitment of any kind or character. Except as set forth on Schedule 3.09, neither the Borrower nor any Subsidiary has any outstanding stock or securities convertible into or exchangeable for any shares of its capital stock, or any right issued to any Person (either preemptive or other) to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to any of its capital stock or any stock or securities convertible into or exchangeable for any of its capital stock other than as expressly set forth in the certificate or articles of incorporation of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any convertible securities, rights or options of the type described in the preceding sentence except as otherwise set forth on Schedule 3.09. Except as set forth on Schedule 3.09, as of the date hereof the Borrower does not own or hold, directly or indirectly, any capital stock or equity security of, or any equity or partnership interest in any Person other than such Subsidiaries.
Subsidiaries and Capitalization. The Corporation has no Subsidiaries, other than the Subsidiary. All the issued and outstanding shares of capital stock of the Corporation are duly authorized, validly issued, fully paid and nonassessable. The capitalization of the Corporation on the Initial Closing Date is set forth on Schedule 5.14 (b). No violation of any preemptive rights of shareholders of the Corporation has occurred by virtue of the transactions contemplated under this Agreement or any Other Agreement. There are no outstanding contracts, options, warrants, instruments, documents or agreements binding upon the Corporation granting to any Person or group of Persons any right to purchase or acquire shares of the Corporation's capital stock other than as set forth on Schedule 5.14(c).
Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) is a complete and accurate list as of the Effective Date of each Subsidiary, together with (i) jurisdiction of organization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Credit Party or any Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto and (v) identification of each Subsidiary that is an Excluded Subsidiary and/or an Immaterial Foreign Subsidiary. The outstanding Equity Interests of each Subsidiary are validly issued, fully paid and non-assessable.
(b) As of the Effective Date, except as described on Schedule 6.13(b), there are no outstanding commitments or other obligations of Super Holdings or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of Super Holdings or any of its Subsidiaries. All issued and outstanding Equity Interests of Super Holdings and each of its Subsidiaries is duly authorized and validly issued, fully paid and non-assessable and such Equity Interests were issued in compliance with all applicable Laws.
Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) to the Disclosure Letter is a complete and accurate list as of the Closing Date of each Subsidiary, together with (i) jurisdiction of organization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Credit Party or any Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto and (v) identification of each Subsidiary that is an Excluded Subsidiary (as well as an indication as to which clause of the definition of Excluded Subsidiary is applicable). The outstanding Equity Interests of each Subsidiary are validly issued, fully paid and non-assessable.
(b) As of the Closing Date, except as described on Schedule 6.13(b) to the Disclosure Letter, there are no outstanding commitments or other obligations of the Issuer or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of the Issuer or any of its Subsidiaries. All issued and outstanding Equity Interests of the Issuer and each of its Subsidiaries is duly authorized and validly issued, fully paid and non-assessable and such Equity Interests were issued in compliance with all applicable Laws.
Subsidiaries and Capitalization. Schedule 6.8 hereto sets forth the capitalization as of the ClosingConsolidated Amendment Date of each Obligor. Each Subsidiary of HoldingsPAMT as of the ClosingConsolidated Amendment Date is listed on Schedule 6.8. The capitalization of HoldingsPAMT and each Subsidiary thereof consists of the number of shares of Capital Securities, authorized, issued and outstanding, of such classes and series as of the ClosingConsolidated Amendment Date described on Schedule 6.8. All of the Borrower’s and each Subsidiary’sThe outstanding Capital Securities of each Obligor and each Subsidiary thereof have been duly authorized and validly issued and, to the extent applicable, are fully paid and nonassessable. The holders of Capital Securities in Holdings and each Subsidiary of PAMT and the number and/or percentage of shares or interests owned by each as of the ClosingConsolidated Amendment Date are described on Schedule 6.8. The number and/or percentage of shares or interests owned by each shareholder of Holdings immediately prior to consummation of the PAMT Merger in PAMT as of the Consolidated Amendment Date and after giving effect to the PAMT Merger are described on Schedule 6.8. There are no outstanding warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the issuance of Capital Securities of Holdings or any Subsidiary of their SubsidiariesPAMT, except as described on Schedule 6.8.
Subsidiaries and Capitalization. (a) Except as set forth on Schedule 7.14(a) or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14(a), the Borrower has no Subsidiaries and the Borrower has no Foreign Subsidiaries.
(b) Schedule 7.14(b) lists the owners of all authorized and outstanding Equity Interests of each Loan Party, including options and other equity equivalents of each Loan Party, together with the amount and percentage of such Equity Interests held by each such owner. All of the outstanding Equity Interests of each Loan Party are validly issued and free and clear of any and all Liens (other than Liens in favor of Administrative Agent pursuant to the Instruments and Permitted Liens).
(c) Except as set forth on Schedule 7.14(c), there (i) are no outstanding or (ii) any present plans to issue any shares of capital stock or other Equity Interests, securities, rights, warrants or options convertible or exchangeable into or exercisable for any shares of capital stock or other Equity Interests, stock appreciation rights or phantom stock of any Loan Party; provided, however, nothing contained in this Section 7.14 shall restrict any Loan Party from granting equity options to its managers or directors in accordance with this Agreement or pursuant to Lender’s prior written consent. Except as set forth on Schedule 7.14(c), no Loan Party is under any obligation, contingent or otherwise, to redeem or otherwise acquire any shares of its capital stock or other Equity Interests or any securities, rights or options to acquire such capital stock, Equity Interests, stock appreciation rights or phantom stock. Except as contemplated by the Organizational Documents of the Loan Parties in effect as of the date hereof and the Loan Documents, there are no agreements between any Persons, equityholders, or managers or directors of any Loan Party with respect to the voting or transfer of any Equity Interests of a Loan Party owned by such parties or with respect to any other aspect of their affairs concerning any Loan Party other than those set forth on Schedule 7.14(c), none of which conflict with the primary rights granted to the Administrative Agent or any Lender in the Loan Documents or any related agreements executed simultaneously herewith.
(d) Except as set forth on Schedule 7.14(d), there are no statutory or contractual shareholders’ preemptive rights with respect to the Equity Interests of any Loan Party...
Subsidiaries and Capitalization. Each Material Subsidiary of the Borrower as of the last day of the Fiscal Quarter most recently ended prior to the Closing Date is listed on Schedule 4.02. As of the Closing Date, the capitalization of the Borrower and its Material Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule 4.
Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) to the Disclosure Letter is a complete and accurate list as of the Second Amendment Effective Date of each Subsidiary of any Loan Party, together with (i) jurisdiction of organization or incorporation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Equity Interests of each Subsidiary of any Loan Party are validly issued, fully paid and non-assessable.
(b) As of the Second Amendment Effective Date, except as described on Schedule 6.13(b) to the Disclosure Letter, there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of the Borrower or any of its Subsidiaries. As of the Second Amendment Effective Date, there are no agreements (voting or otherwise) among the Borrower’s equity holders with respect to any other aspect of the Borrower’s affairs, except as set forth on Schedule 6.13(b) to the Disclosure Letter.
Subsidiaries and Capitalization. Schedule 5.9 sets forth (a) a correct and complete list of the name and relationship to each Loan Party of each other Loan Party and all of their Subsidiaries, (b) the location of the chief executive office of each Loan Party and each of its Subsidiaries and each other location where any of them have maintained their chief executive office in the past five years, (c) a true and complete listing of each class of each Loan Party's authorized Capital Stock, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 5.9, and (d) the type of entity of each Loan Party and each of its Subsidiaries. With respect to each Loan Party, Schedule 5.9 also sets forth the employer or taxpayer identification number of each Loan Party and the organizational identification number issued by each Loan Party's jurisdiction of organization or a statement that no such number has been issued. All of the issued and outstanding Capital Stock of any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.
