Common use of Capitalization of Sub Clause in Contracts

Capitalization of Sub. The authorized capital stock of Sub consists of 1,000,000 common shares, $0.001 per share par value, all of which shares are validly issued and outstanding, fully paid and nonassessable and are owned by Parent free and clear of any and all Liens. 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Garden Fresh Restaurant Corp /De/), Agreement and Plan of Merger (Garden Fresh Restaurant Corp /De/)

AutoNDA by SimpleDocs

Capitalization of Sub. The authorized capital stock of Sub consists of 1,000,000 1,000 common shares, $0.001 1.00 per share par value, all 100 of which shares are validly issued and outstanding, fully paid and nonassessable 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (AmNet Mortgage, Inc.), Agreement and Plan of Merger (Wachovia Corp New)

Capitalization of Sub. The authorized capital stock of Sub consists of 1,000,000 One Thousand Five Hundred (1,500) common shares, $0.001 per share without par value, all of which shares are validly issued and outstanding, fully paid and nonassessable and are owned by Parent free and clear of any and all Liens. 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fairpoint Communications Inc)

AutoNDA by SimpleDocs

Capitalization of Sub. The authorized capital stock of Sub consists of 1,000,000 1,000 common shares, $0.001 per share without par value, all of which shares are validly issued and outstanding, fully paid and nonassessable and are owned by Parent free and clear of any and all Liens. 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 's organization and liabilities arising under or in connection with this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Elder Beerman Stores Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.