Subsidiaries; Ownership of Capital Stock. As of the Effective Date, Schedule 3.11 sets forth all of the Company’s Subsidiaries, the jurisdiction of organization or incorporation of each of its Subsidiaries and the identity of the holders of all shares or other interests of each class of Equity Interests of each of its Subsidiaries and identifies those Subsidiaries that are Material Domestic Subsidiaries.
Subsidiaries; Ownership of Capital Stock. SCHEDULE 5.01-D accurately sets forth (i) the correct legal name, the jurisdiction of incorporation and the jurisdictions in which qualified to transact business as a foreign corporation of each of the direct and indirect Subsidiaries of the Borrower, (ii) the authorized, issued and outstanding shares of each class of Capital Stock of the Borrower and each of its Subsidiaries and the owners of such shares, and (iii) a summary of the direct and indirect partnership, joint venture, or other equity interests, if any, of the Borrower and each of its Subsidiaries in any Person that is not a corporation. None of such issued and outstanding Capital Stock is subject to any vesting or redemption agreement, or, except as provided in the Shareholders Agreement, repurchase agreement, and there are no warrants or options outstanding with respect to such Capital Stock. The outstanding Capital Stock of the Borrower and each of its Subsidiaries is duly authorized, validly issued, fully paid and nonassessable.
Subsidiaries; Ownership of Capital Stock. Schedule 6.01-C (i) contains a diagram indicating the corporate or limited liability company structure of each Borrower, Borrower Subsidiary and any other Affiliate thereof in which such Person holds a direct or indirect partnership, joint venture or other equity interest; and (ii) accurately sets forth (A) the correct legal name, the jurisdiction of organization, the organizational identification number issued by the state of organization of and the federal employer identification number of (in each case, if applicable) each Borrower and Borrower Subsidiary, and the jurisdictions in which each Borrower and Borrower Subsidiary is qualified to transact business as a foreign organization, (B) the authorized, issued and outstanding shares of each class of Capital Stock of such Person and the owners of such shares, and (C) a summary of the direct and indirect partnership, joint venture, or other equity interests, if any, of each such Person in any Person that is not a corporation. None of the issued and outstanding Capital Stock of any Borrower and Borrower Subsidiary is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Capital Stock. The outstanding Capital Stock of each Borrower and Borrower Subsidiary is duly authorized, validly issued, fully paid and nonassessable and is not Margin Stock.
Subsidiaries; Ownership of Capital Stock. As of the Effective Date, Schedule 9.11 sets forth all of the Resellers’ Domestic Subsidiaries and the Parent Guarantor’s Domestic Subsidiaries, the jurisdiction of organization of each such Subsidiary and the identity of the holders of all shares or other interests of each class of Equity Interests of each such Subsidiary.
Subsidiaries; Ownership of Capital Stock. Schedule 6.01-C (i) ---------------------------------------- --------------- contains a diagram indicating the corporate structure of the Company, the Company's Subsidiaries and any other Person in which the Company or any of the Company's Subsidiaries holds an equity interest, as of the Tender Offer Funding Date, and (ii) accurately sets forth as of the Tender Offer Funding Date (A) the correct legal name, the jurisdiction of incorporation, and Employer Identification Number of each of the Company and the Company's Subsidiaries, and the jurisdictions in which each of the Company and the Company's Subsidiaries is qualified to transact business as a foreign corporation, (B) the authorized, issued and outstanding shares of each class of Capital Stock of the Company and each of the Company's Subsidiaries and the owners of such shares, and (C) a summary of the direct and indirect Capital Stock, partnership, joint venture, or other equity interests, if any, of the Company and each Subsidiary of the Company in any Person that is not a Subsidiary. Except as set forth on Schedule 6.01-C, none of the issued and -------- ------ outstanding Capital Stock of the Company or the Company's Subsidiaries is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Capital Stock. The outstanding Capital Stock of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, other than the Shares (prior to their cancellation on the Merger Funding Date) is not Margin Stock.
Subsidiaries; Ownership of Capital Stock. Schedule 6.01-C (i) contains a diagram indicating the corporate or limited liability company structure of each Credit Party Entity and any other Affiliate thereof in which such Person holds a direct or indirect partnership, joint venture or other equity interest; and (ii) accurately sets forth (A) the correct legal name, the jurisdiction of organization, the organizational identification number issued by the state of organization of and the federal employer identification number of (in each case, if applicable) each Credit Party Entity, and the jurisdictions in which each Credit Party Entity is qualified to transact business as a foreign organization, (B) the authorized, issued and outstanding shares of each class of Capital Stock of such Person and the owners of such shares, and (C) a summary of the direct and indirect partnership, joint venture, or other equity interests, if any, of each such Person in any Person that is not a corporation. None of the issued and outstanding Capital Stock of any Credit Party Entity is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Capital Stock. The outstanding Capital Stock of each Credit Party Entity is duly authorized, validly issued, fully paid and nonassessable and is not Margin Stock.
Subsidiaries; Ownership of Capital Stock. As of Effective Date, Schedule 3.11 sets forth all of the Borrower’s Subsidiaries, the jurisdiction of organization or incorporation of each of its Subsidiaries and the identity of the holders of all shares or other interests of each class of Equity Interests of each of its Subsidiaries. All of the outstanding shares of capital stock and other Equity Interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable (to the extent such concept is applicable) and all such shares and other Equity Interests indicated on Schedule 3.11 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by the Borrower or any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and the Senior Notes Documents.
Subsidiaries; Ownership of Capital Stock and Partnership -------------------------------------------------------- Interests.
(i) SCHEDULE 7.1-C (A) contains a diagram indicating the corporate --------- structure of the Company, the Borrower, and, after giving effect to the Mergers, any other Person in which the Company or the Borrower holds a direct or indirect partnership, joint venture or other equity interest indicating the nature of such interest with respect to each Person included in such diagram; and (B) accurately sets forth (1) the correct legal name of such Person, the jurisdiction of its incorporation or organization and the jurisdictions in which it is qualified to transact business as a foreign corporation, or otherwise, and (2) the authorized, issued and outstanding shares or interests of each class of equity Securities of the Company, the Borrower and, after giving effect to the Mergers, the Subsidiaries of the Borrower and (3) the ownership interest of the Borrower, the Company, and, after giving effect to the Mergers, the Subsidiaries of the Borrower in all Minority Holdings. None of such issued and outstanding Securities is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options (other than Permitted Securities Options) outstanding with respect to such Securities, except as noted on SCHEDULE 7.1-C. The out standing Securities of the Company is duly authorized, validly issued, fully paid and nonassessable and the outstanding Securities of the Borrower and their Subsidiaries are duly authorized and validly issued. Attached hereto as part of SCHEDULE 7.1-C is a true, accurate and complete copy of the Borrower Partnership Agreement as in effect on the Closing Date and such Partnership Agreement has not been amended, supplemented, replaced, restated or otherwise modified in any respect since the Closing Date, except as otherwise permitted hereby. Borrower shall update SCHEDULE 7.1-C as of the first day of each fiscal quarter, and shall deliver the same together with the Quarterly Compliance Certificates, to the extent required, in order to keep said Schedule true and correct.
(ii) Except where failure would not have a Material Adverse Effect on the Borrower, after giving effect to the Mergers, each of its Subsidiaries: (A) is a corporation, limited liability company or partnership, as indicated on SCHEDULE 7.1-C, duly organized or formed, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organizat...
Subsidiaries; Ownership of Capital Stock. Schedule 6.01-C (i) contains a diagram indicating the corporate structure of such Borrower and its Subsidiaries and the Existing Joint Ventures of such Borrower as of the Closing Date after giving effect to the Acquisition; and (ii) accurately sets forth as of the Closing Date, (A) the correct legal name, the jurisdiction of incorporation and the Employer Identification Number (if applicable) of each of such Borrower and its Subsidiaries, and the jurisdictions in which each of such Borrower and its Subsidiaries is qualified to transact business as a foreign corporation, (B) the authorized, issued and outstanding shares of each class of Capital Stock of such Borrower and each of its Subsidiaries and, with respect to such Borrower's Subsidiaries, the owners of such shares and (C) a summary of the direct and indirect partnership, joint venture or other equity interests, if any, of such Borrower and each Subsidiary of such Borrower in any Person that is not a corporation. Except as set forth on Schedule 6.01-C, none of the issued and outstanding Capital Stock of such Borrower or such Borrower's Subsidiaries is subject to any vesting, redemption or repurchase agreement, and there are no warrants or options outstanding with respect to such Capital Stock. The outstanding Capital Stock of each of such Borrower and its Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and the outstanding Capital Stock of each of such Borrower's Subsidiaries is not Margin Stock.
Subsidiaries; Ownership of Capital Stock. As of the Amendment No. 1 Effective Date, Schedule 3.11 sets forth all of the Company’s Subsidiaries, the jurisdiction of organization or incorporation of each of its Subsidiaries and the identity of the holders of all shares or other interests of each class of Equity Interests of each of its Subsidiaries and identifies those Subsidiaries that are Material Domestic Subsidiaries. All of the outstanding shares of capital stock and other equity interestsEquity Interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interestsEquity Interests indicated on Schedule 3.11 as owned by the Company or another Subsidiary are owned, beneficially and of record, by the Company or any Subsidiary free and clear of all Liens, other than Ratable Indenture Liens and Liens created under the Loan Documents.
