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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wachovia Corp New), Agreement and Plan of Merger (AmNet Mortgage, Inc.)
Capitalization of Sub. The authorized capital stock of Sub consists of 1,000 1,000,000 common shares, $1.00 0.001 per share par value, 100 all of which shares are validly issued and outstanding, fully paid and nonassessable, nonassessable and 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 (Garden Fresh Restaurant Corp /De/), Merger Agreement (Garden Fresh Restaurant Corp /De/)
Capitalization of Sub. The authorized capital stock of Sub consists of 1,000 One Thousand Five Hundred (1,500) common shares, $1.00 per share without par value, 100 all of which shares are validly issued and outstanding, fully paid and nonassessable, nonassessable and 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.
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