Common use of Capitalization of Sub Clause in Contracts

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

Appears in 2 contracts

Samples: Merger Agreement (Elder Beerman Stores Corp), Merger Agreement (Bon Ton Stores Inc)

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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, Parent free and clear of any and allall 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: Merger Agreement (Elder Beerman Stores Corp)

Capitalization of Sub. The authorized capital stock of Sub consists of 1,000 one thousand five hundred (1,500) shares of common sharesstock, without no par valuevalue per share, all of which shares shares, as of the date of this Agreement, 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, Parent free and clear of any and allall Liens.

Appears in 1 contract

Samples: Merger Agreement (Belden & Blake Corp /Oh/)

Capitalization of Sub. The authorized capital stock of Sub consists of 1,000 850 shares of common sharesstock, without no par valuevalue per share, all of which shares shares, as of the date of this Agreement, 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, Parent free and clear of any and allall Liens.

Appears in 1 contract

Samples: Merger Agreement (Worthington Foods Inc /Oh/)

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Capitalization of Sub. The authorized capital stock of Sub consists of 1,000 (i) 1,000,000 shares of common stock, no par value per share, 100 of which shares, without par valueas of the date of this Agreement, 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, Parent free and clear of any all Liens and all(ii) 1,000,000 shares of preferred stock, no par value, none of which is issued and outstanding.

Appears in 1 contract

Samples: Merger Agreement (TNP Enterprises Inc)

Capitalization of Sub. The authorized capital stock of --------------------- Sub consists of 1,000,000 shares of common stock, par value $0.01 per share, 1,000 common of which shares, without par valueas of the date of this Agreement, 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, JEDI free and clear of any all liens, claims and allencumbrances.

Appears in 1 contract

Samples: Merger Agreement (Coda Energy Inc)

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