Title to Pledged Stock. The Borrower owns all of the Pledged Stock, free and clear of any Liens other than the Security Interests. The Pledged Stock includes all of the issued and outstanding capital stock of the Issuer. All of the Pledged Stock has been duly authorized and validly issued, and is fully paid and non-assessable, and is subject to no options to purchase or similar rights of any Person. The Borrower is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Pledged Stock with respect thereto.
Title to Pledged Stock. The Borrower owns all of the Pledged Stock, free and clear of any Liens other than the Security Interests. The Pledged Stock includes 21.5% of the issued and outstanding capital stock of the Issuer. All of the Pledged Stock has been duly authorized and validly issued, and is fully paid and non-assessable, and is subject to no options to purchase or similar rights of any Person. The Borrower is not and will not become a party to or otherwise bound by any agreement, other than this Agreement and the Governance Agreement dated June 17, 1999 between the Issuer and the Borrower, which restricts in any manner the rights of any present or future holder of any of the Pledged Stock with respect thereto.
Title to Pledged Stock. The Lien Grantor owns all of the Pledged Stock, free and clear of any Liens other than the Security Interests. All of the Pledged Stock has been duly authorized and validly issued, and is fully paid and non-assessable, and is not subject to options to purchase, claims or similar rights of any Person. The Lien Grantor is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, which restricts in any manner the rights of the Lender, the Collateral Agent or any present or future holder of any of the Pledged Stock with respect thereto.
Title to Pledged Stock. The Debtor owns all of the Pledged Stock, free and clear of any Liens other than the Security Interests. The Pledged Stock includes all of the issued and outstanding capital stock of the Issuers. The Issuers are all of the direct Subsidiaries of the Debtor. All of the Pledged Stock has been duly authorized and validly issued, and is fully paid and non-assessable, and is subject to no options to purchase or similar rights of any Person. The Debtor is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, or the Indenture dated as of July 15, 1998 governing the Subordinated Notes, which restricts in any manner the rights of any present or future holder of any of the Pledged Stock with respect thereto.
Title to Pledged Stock. The Pledgor owns all of the Pledged Stock, free and clear of any Liens other than the Security Interests. The Pledged Stock described on Schedule I hereto constitutes all of the issued and outstanding capital stock of each Issuer as of the date hereof and the Pledged Stock will constitute all of the issued and outstanding capital stock of each Issuer at all times hereafter. All of the Pledged Stock has been duly authorized and validly issued, is fully paid and non-assessable and is subject to no options to purchase or similar rights of any Person. The Obligors are not and will not become a party to or otherwise bound by any agreement, other than this Agreement and the Credit Agreement, which restricts in any manner the rights of any present or future holder of any of the Pledged Stock with respect thereto, except for (x) restrictions on the ability of the Borrower and its Subsidiaries to sell, transfer or otherwise dispose of all or substantially all of their assets, taken as a whole, or (y) negative pledge provisions, provided that such provisions permit Liens on the Collateral securing the Secured Obligations.
Title to Pledged Stock. The Pledgor owns all of the Pledged Stock, free and clear of any Liens other than the Tranche C Security Interest. All of the Pledged Stock has been duly authorized and validly issued, and is fully paid and non-assessable, and is subject to no rights or options to purchase of any Person. The Pledgor is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Pledged Stock with respect thereto.
Title to Pledged Stock. Guarantor is the record and beneficial owner of, and has legal title to, 902,615 shares of Common Stock and 3,360,000 shares of Series B Preferred Stock and is entitled to receive 869,235 shares of Series B Preferred Stock, free and clear of any Liens, security interests or other encumbrances other than the Permitted Liens and the Security Interests. All of the Pledged Stock has been duly authorized and validly issued, and is fully paid and non-assessable, and is subject to no options to purchase or similar rights of any Person,
Title to Pledged Stock. Such Assignor is the record and beneficial owner of each share of the Pledged Stock indicated on Schedule C as being owned by it. All of such shares of the Pledged Stock are duly authorized, validly issued, fully paid and non-assessable (or, with respect to foreign entities, to the extent such concepts are applicable under the laws under which such entities are organized). Such Assignor has all requisite rights, power, and authority to pledge and deliver such Pledged Stock to the Collateral Agent pursuant hereto (or, with respect to the shares of capital stock of any foreign entities that are not certificated, to execute, deliver, record and register any and all pledges or charges on such shares which are necessary or advisable to create a first priority perfected security interest (subject to clauses (i) and (vi) of the definition of “Customary Permitted Liens” in the Credit Agreement) in such shares). Each Assignor indicated on Schedule C as owning shares in a foreign entity has executed and delivered and will promptly following the date hereof record and register, any and all pledges, charges and other instruments necessary to create valid, continuing, perfected Liens (or the equivalent rights under the applicable laws of the relevant foreign jurisdictions) on such Pledged Stock (subject to clauses (i) and (vi) of the definition of “Customary Permitted Liens” in the Credit Agreement) in favor of the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties.
Title to Pledged Stock. The Grantors own all of the Pledged Stock, free and clear of any Liens other than the Security Interests. The Pledged Stock includes all of the issued and outstanding capital stock of each Issuer which is a Domestic Subsidiary and at least 66% of the issued and outstanding capital stock of each Issuer which is a Foreign Subsidiary. All of the Pledged Stock has been duly authorized and validly issued, and is fully paid and non- assessable, and is subject to no options to purchase or similar rights of any Person. No Grantor is or will become a party to or otherwise bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Pledged Stock with respect thereto.
Title to Pledged Stock. Holdings owns all of the Pledged Stock, free and clear of any Liens other than the Security Interests. All of the Pledged Stock has been duly authorized and validly issued, and is fully paid and non-assessable, and is subject to no options to purchase or similar rights of any Person. Holdings is not and will not become a party to or otherwise bound by any agreement, other than this Agreement and the Warrantholders Rights Agreement, which restricts in any manner the rights of any present or future holder of any of the Pledged Stock with respect thereto.
