Capitalization of Sub. The authorized capital stock of Sub consists of 1,000 common shares, without par value, all of which shares are validly issued and outstanding, fully paid and nonassessable and are owned by The Bon-Ton Department Stores, Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent, free and clear of any and all
Capitalization of Sub. The authorized capital stock of Sub consists of 1,000 common shares, $1.00 per share par value, 100 of which shares are validly issued and outstanding, fully paid and nonassessable, are owned by Parent free and clear of any and all Liens, and constitute all of the issued and outstanding shares of capital stock of Sub. On the date hereof Sub has, and at all times through the Effective Time, Sub will continue to have, no obligations or liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due) of any nature except for nominal liabilities associated with Sub’s organization and liabilities arising under or in connection with this Agreement.
Capitalization of Sub. As of the date of this Agreement, the authorized capital stock of Sub consists of 1,000 shares of common stock, no par value, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Sub has no option, warrant, right, or any other agreement outstanding pursuant to which any Person other than Parent may acquire any equity security of Sub. Sub has not conducted any business prior to the date of this Agreement and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other Transactions.
Capitalization of Sub. The authorized capital stock of Sub consists of 100 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the capital stock of Sub is, and at the Effective Time will be, owned by Parent, free and clear of all Liens other than Permitted Liens. Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Sub. Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and, prior to the Effective Time, will not have incurred liabilities or obligations of any nature, other than pursuant to or in connection with this Agreement and the Merger and the other transactions contemplated by this Agreement and any related agreement.
Capitalization of Sub. All of the issued and outstanding membership interests of Sub and Missouri are, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Sub and Missouri have not conducted any business prior to the date hereof and have no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to their formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement, including the Parent Debt Financing.
Capitalization of Sub. The authorized capital stock of Sub consists of 100,000 shares of common stock, no par value per share, of which 10,000 shares are issued and outstanding, all of which are duly authorized and validly issued and are fully paid and nonassessable, and owned, beneficially and of record, by Acquiror.
Capitalization of Sub. Subject to the terms and conditions of this Agreement, the Parent agrees to contribute, or cause to be contributed, to Sub not less than $228 million and, at Parent's sole election, up to $235 million (the total amount actually so contributed being referred to as the "Sub Equity Contribution") in exchange for shares of the Sub at a price of $40.50 per share (and such shares of the Sub shall be converted into shares of the Surviving Corporation pursuant to Section 2.04). As of the date hereof, and at all times on and before the Effective Time, the Sub (i) has not issued and will not issue any shares (except for a minimal number of shares for minimal consideration, which shares shall be cancelled prior to the Effective Time); (ii) has not granted and will not grant any options or rights to purchase or acquire shares; (iii) has not granted or entered into and will not grant or enter into any options, warrants, rights, or other agreements or commitments to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Sub; and (iv) does not have and will not have any obligation to grant, extend or enter into any subscription, warrant, option, right, convertible or exchangeable security or other similar agreement or commitment, other than that number of shares of common stock of the Sub as is equal to the Sub Equity Contribution divided by $40.50.
Capitalization of Sub. The authorized capital stock of Sub consists of 100 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Sub is, and at the Effective Time will be, owned by Parent, and there are (i) no other shares of capital stock or voting securities of Sub, (ii) no securities of Sub convertible into or exchangeable for shares of capital stock or voting securities of Sub and (iii) no options or other rights to acquire from Sub, and no obligations of Sub to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Sub. Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
Capitalization of Sub. (a) The authorized capital stock of Sub consists of 1,000 shares of common stock. As of the date hereof, 100 shares of common stock are issued and outstanding and no shares of common stock are held in the treasury of Sub. All of the outstanding shares of Sub's capital stock are duly authorized, validly issued, fully paid and non-assessable, and are owned beneficially and of record by Unidigital. There is no Voting Debt of Sub issued and outstanding. Except as set forth above, as of the date hereof, (i) there are no shares of capital stock of Sub authorized, issued or outstanding and (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of Sub, obligating Xxxxxx to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of Sub or securities convertible into or exchangeable for such shares or equity interests, or obligating Sub to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment.
(b) There are no stockholders agreements, voting trusts or other agreements or understandings to which Sub is a party with respect to the voting of the capital stock of Sub.
(c) Sub is not required to redeem, repurchase or otherwise acquire shares of capital stock of Sub as a result of the transactions contemplated by this Agreement.
Capitalization of Sub. 26 3.7 Absence of Litigation................................................................................26 ARTICLE IV COVENANTS OF COMPANY
