Capitalization of the Subsidiary. The Subsidiary is authorized by its Articles of Incorporation to issue 10,000,000 shares of the Subsidiary Common Stock, one share of which will be duly and validly issued and outstanding, fully paid, and non-assessable as of the Effective Date. Other than as disclosed herein, or in its filings on the SEC web site there are no outstanding options, contracts, commitments, warrants, preemptive rights, agreements or any rights of any character affecting or relating in any manner to the issuance of the Subsidiary Common Stock or other securities or entitling anyone to acquire the Subsidiary Common Stock or other securities of the Subsidiary.
Capitalization of the Subsidiary. The Subsidiary is authorized by its Articles of Incorporation to issue 400,000,000 shares of the Subsidiary Common Stock, one share of which will be duly and validly issued and outstanding, fully paid, and non-assessable as of the Effective Date, and 50,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued or outstanding. Other than as disclosed herein, there are no outstanding options, contracts, commitments, warrants, preemptive rights, agreements or any rights of any character affecting or relating in any manner to the issuance of the Subsidiary Common Stock or other securities or entitling anyone to acquire the Subsidiary Common Stock or other securities of the Subsidiary. (r)
Capitalization of the Subsidiary. All the outstanding shares of capital stock of the Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Subsidiary are owned by the Company either directly or through the Subsidiary free and clear of any security interests, claims, liens or encumbrances.
Capitalization of the Subsidiary. The entire authorized capital stock and other equity securities of the Subsidiary (the "Subsidiary Stock") consists of 10,000,000 shares of common stock, par value $0.0001 (the "Subsidiary Common Stock"). There are 1,000 shares of Subsidiary Common Stock issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Subsidiary Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements or commitments obligating the Subsidiary to issue any additional shares of Subsidiary Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from the Subsidiary any shares of Subsidiary Common Stock. There are no agreements purporting to restrict the transfer of the Subsidiary Common Stock, no voting agreements, voting trusts or other arrangements restricting or affecting the voting of the Subsidiary Common Stock.
Capitalization of the Subsidiary. All the outstanding shares of capital stock of Power Circuits, Inc. have been duly and validly authorized and issued and are fully paid and nonassessable, and, except for such restrictions under the Company's Amended and Restated Credit Agreement, as amended, except as described in or contemplated by the Prospectus and except where the existence of a security interest, claim, lien or encumbrance would not have a Material Adverse Effect, all outstanding shares of capital stock of Power Circuits, Inc. are owned by the Company directly free and clear of any security interests, claims, liens or encumbrances.
Capitalization of the Subsidiary. The entire authorized capital stock of the Subsidiary consists of 1,000 shares of Common Stock of which 1,000 shares are issued to the Company and remain outstanding. All of the issued and outstanding capital stock of the Subsidiary has been duly authorized, is validly issued, fully paid and non-assessable and at the Closing will be held of record by the Company, and are free and clear of any liens, charges or other Encumbrances. There are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which the Subsidiary or the Company is a party or which are binding upon the Subsidiary or the Company providing for the issuance, transfer, disposition or acquisition of any of the Subsidiary s capital stock. There is no outstanding or authorized equity appreciation, phantom stock or similar rights with respect to the Subsidiary. There are no dividends which have accrued or been declared but are unpaid on the outstanding capital stock of the Subsidiary. All Taxes required to be paid in connection with the issuance and any transfers of the outstanding capital stock of the Subsidiary have been paid. All permits or authorizations required to be obtained from or registrations required to be effected with any Person in connection with any and all issuances of securities of the Subsidiary since its date of incorporation have been obtained or effected, and all securities of the Subsidiary have been issued and are held in accordance with the provisions of all Applicable Law. There are no voting trusts, proxies or any other agreements or understandings with respect to the voting of the capital stock of the Subsidiary, which would not otherwise be terminated at or before the Closing. Upon consummation of the Closing, the Subsidiary will not have any securities convertible into or exchangeable for any shares of its capital stock which have been created prior to the Closing, nor will it have outstanding any rights, options, agreements or arrangements to subscribe for or to purchase its capital stock or any securities convertible into or exchangeable for its capital stock, which has been created prior to the Closing.
Capitalization of the Subsidiary. All the outstanding membership interests of the subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding membership interests of the subsidiary are owned by the Company directly, free and clear of any security interests, claims, liens or encumbrances.
Capitalization of the Subsidiary. The registered share capital of the Subsidiary amounts to EUR 26,000.00 and is fully paid in. As of the close of business on the date of this Agreement, there were three (3) shares issued and outstanding, which constitute all of the issued and outstanding shares of the Subsidiary (the “Subsidiary Shares”) as at the date hereof and will constitute all of the issued and outstanding shares of the Subsidiary as at the Closing Time. All Subsidiary Shares have been duly authorized and validly issued as fully paid and non-assessable. No Subsidiary Shares have been issued in violation of any Law or any pre-emptive or similar rights applicable to them. There are no outstanding bonds, debentures or other evidences of indebtedness of the Subsidiary having the right to vote with the holders of the issued and outstanding shares of the Subsidiary on any matters.
Capitalization of the Subsidiary. At the Closing Date, all of the Shares will be validly issued, fully paid and owned by the Seller free and clear of any Encumbrances. The Shares will not be subject to any preemptive rights, subscriptions rights, options, conversion rights, warrants, rights of first refusal or buy out, promise to sell or other transfer restrictions. Other than this Agreement, neither the Seller nor the Subsidiary is a party to any other agreement with a third party, nor has made any commitment to any third party with respect to the Shares or any interest therein.
Capitalization of the Subsidiary. (a) Section 1.2(b) contains a true, correct and complete description of the share capital of the Subsidiary. The par value of the Subsidiary Shares has been fully paid. The Subsidiary does not have and is not bound by any outstanding subscriptions, options, warrants, or agreements of any character calling for the Subsidiary to issue or sell, or cause to be issued or sold any common shares or any other equity security of the Subsidiary, any securities convertible into, exchangeable for, or representing the right to subscribe for, purchase, or otherwise receive any common shares or any other equity security of the Subsidiary or obligating the Subsidiary to grant, extend, or enter into any such subscriptions, options, warrants, or any other similar agreements. The Subsidiary has never repurchased, redeemed or otherwise acquired any of its common shares or other equity interests.
