Common use of Capitalization of Target Clause in Contracts

Capitalization of Target. The authorized capital stock of Target consists of 20,000 shares of common stock, $10.00 par value per share, of which 10,000 shares are issued and outstanding. No shares of such capital stock are held in the treasury of Target. All of issued and outstanding shares of capital stock of Target are duly authorized, validly issued, fully paid and nonassessable. There exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, the capital stock of Target for which a release has not been obtained prior to Closing. Neither the Shareholders nor Target are parties to or bound by, nor do they have any knowledge of, any agreement, instrument, arrangement, contract, obligation, commitment or understanding of any character, whether written or oral, express or implied, relating to the sale, assignment, encumbrance, conveyance, transfer or delivery of any capital stock of Target. No shares of capital stock of Target have been issued or disposed of in violation of the preemptive rights of any of Target's Shareholders. All accrued dividends on the capital stock of Target, whether or not declared, have been paid in full.