Ownership; Subsidiaries. All Equity Interests in the Credit Parties are owned as set forth in Schedule 4.6. Borrower has no Subsidiaries other than as set forth in Schedule 4.6. Except as has been disclosed to the Lender in Schedule 4.6, there are no outstanding subscription agreements, membership interest or share purchase agreements, warrants, or options for any Equity Interests in Borrower. Allseas and Phoenix are, directly or indirectly, wholly-owned subsidiaries of Holding Company and Affiliates of Borrower.
Ownership; Subsidiaries. Schedule 6.1(g) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) sets forth the legal name (within the meaning of Section 9-503 of the UCC), the Persons that own the Equity Interests of each such Loan Party (other than the Borrower), and the number of Equity Interests owned by each such Person. As of the Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed on Schedule 6.1(g), and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned directly or indirectly by a Loan Party in the amounts specified on Schedule 6.1(g) free and clear of all Liens other than Liens permitted pursuant to Section 8.8. As of the Closing Date, the Borrower has no equity investments in any other corporation or entity other than those specifically disclosed on Schedule 6.1(g). All of the outstanding Equity Interests in the Borrower have been validly issued and are fully paid and nonassessable.
Ownership; Subsidiaries. Schedule 6.1(g) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) sets forth the legal name (within the meaning of Section 9-503 of the UCC), jurisdiction of incorporation, formation or organization of each Loan Party, the Persons that own the Equity Interests of each such Loan Party (other than the Borrower Agent), and the number of Equity Interests owned by each such Person. The Borrower Agent has no Subsidiaries other than those specifically disclosed on Schedule 6.1(g) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned directly or indirectly by a Loan Party in the amounts specified on Schedule 6.1(g) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) free and clear of all Liens other than Liens permitted pursuant to Section 8.8. The Borrower Agent has no equity investments in any other corporation or entity other than those specifically disclosed on Schedule 6.1(g) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement). All of the outstanding Equity Interests in the Borrower Agent have been validly issued and are fully paid and nonassessable.
Ownership; Subsidiaries. As of the date of borrowing of the First Delayed Draw Term Loan, the Borrower has no Subsidiaries other than those specifically disclosed on Schedule 6.1(g), and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned directly or indirectly by a Loan Party in the amounts specified on Schedule 6.1(g) free and clear of all Liens other than Liens permitted pursuant to Section 8.8. As of the date of borrowing of the First Delayed Draw Term Loan, the Borrower has no equity investments in any other corporation or entity other than those specifically disclosed on Schedule 6.1(g). All of the outstanding Equity Interests in the Borrower have been validly issued and are fully paid and nonassessable.
Ownership; Subsidiaries. (a) All of its outstanding capital stock has been validly issued, is fully paid and nonassessable. On the date hereof (i) no authorized but unissued shares, no treasury shares and no other outstanding shares of its capital stock are subject to any option, warrant, right of conversion or purchase or any similar right granted by it, and (ii) it is not a party to any agreement or understanding with respect to the voting, sale or transfer of any shares of its capital stock.
Ownership; Subsidiaries. Schedule 6.1(g) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) sets forth the legal name (within the meaning of Section 9-503 of the UCC), jurisdiction of incorporation, formation or organization of each Loan Party, all jurisdictions in which each Loan Party is qualified to do business as a foreign Entity, the Persons that own the Equity Interests of each such Loan Party, and the number of Equity Interests owned by each such Person.
Ownership; Subsidiaries. The Stock of the Borrower is owned beneficially and of record as set forth on Schedule 3.3. As of the Effective Date, neither the Borrower nor Newtek has any Subsidiaries except as set forth on Schedule 3.3.
Ownership; Subsidiaries. Venaxis does not control or own, directly or indirectly, any equity or profits interests in any Person or have the power, directly or indirectly, to elect any Persons to the board of directors or comparable governing body of any other Person other than Venaxis Sub Inc. Venaxis is not a participant in any joint venture or similar arrangement with any Person.
Ownership; Subsidiaries. Section 3.3 of the Seller Disclosure Schedule sets forth (i) the record and beneficial ownership of all outstanding equity interests in Seller and (ii) a true and complete list of all partnerships, joint venture arrangements or other Persons in which Seller owns a direct or indirect equity interest, together with the jurisdiction of organization thereof and each record and beneficial owner of equity interests in such partnership, joint venture or other Person.
Ownership; Subsidiaries. (a) Set forth on Part 1 of Schedule 4.8 hereto is a complete and accurate list of all Loan Parties as of the Effective Date, their respective jurisdictions of organization, the authorized Stock of each Loan Party, the number of outstanding shares of each class of Stock of each Loan Party and the beneficial owners thereof, including any Qualifying Shares. All of the outstanding Stock of each Loan Party has been validly issued, is fully paid and non-assessable and is owned beneficially and of record by each Person specified in Part 1 of Schedule 4.8, in each case free and clear of all Liens other than the Liens granted to the Agent under the Pledge Agreements. No authorized but unissued shares, no treasury shares and, to the best knowledge of each Loan Party, no other outstanding shares of Stock of any Loan Party are subject to any option, warrant, right of conversion or purchase or any similar right, except, in the case of Stock of Euramax U.S., pursuant to the Stockholders Agreement and the organizational documents of Euramax U.S. There are no agreements or understandings with respect to the voting, sale or transfer of any shares of Stock of any Loan Party, or, to the best knowledge of each Loan Party, any agreement restricting the transfer or hypothecation of any such shares other than, in the case of Stock of Euramax U.S., the Stockholders Agreement, Registration Rights Agreement and the organizational documents of Euramax U.S.
