Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Appears in 68 contracts
Samples: Letter Agreement, Securities Purchase Agreement, Securities Purchase Agreement
Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stockpreferred stock, whether or not designated, issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Appears in 42 contracts
Samples: Assignment and Assumption Agreement (Veritex Holdings, Inc.), Securities Purchase Agreement (Sunshine Bancorp, Inc.), Securities Purchase Agreement (Provident Bancorp, Inc.)
Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not designated, issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Appears in 18 contracts
Samples: Securities Purchase Agreement (Origin Bancorp, Inc.), Securities Purchase Agreement (WashingtonFirst Bankshares, Inc.), Assignment and Assumption Agreement (Independent Bank Group, Inc.)
Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari part passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Appears in 4 contracts
Samples: Letter Agreement (Community Bank Shares of Indiana Inc), Letter Agreement (Community Bank Shares of Indiana Inc), Letter Agreement (Community Bank Shares of Indiana Inc)
Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not designated, issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company. Ownership.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement
Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of preferred stock of the Company ( “Preferred Stock”), whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Bank of America Corp /De/), Securities Purchase Agreement
Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered Upon issuance pursuant to the terms of this Agreement, such the Preferred Shares will be duly and authorized, validly issued and issued, fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Medytox Solutions, Inc.), Stock Purchase Agreement (Medytox Solutions, Inc.)
Preferred Shares. The Preferred Shares have been duly and validly authorized, authorized by the Company and, when issued and delivered pursuant to this Agreementand paid for as provided herein, such Preferred Shares will be duly and validly issued and issued, will be fully paid and non-assessable, will not be issued in violation of any preemptive rights, assessable and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect conform to the payment of dividends descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the distribution Prospectus; and the issuance of assets in the event of such Preferred Shares is not subject to any dissolution, liquidation pre-emptive or winding up of the Companysimilar rights.
Appears in 1 contract
Samples: Grupo Aval Acciones Y Valores S.A.
Preferred Shares. The Prior to the Closing, the Preferred Shares will have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such the Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other . The Company has no series or classes class of Preferred Stockcapital stock, whether or not issued or outstanding, that will, upon issuance of the Preferred Shares, rank senior to the Preferred Shares with respect to the payment of dividends and or the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Appears in 1 contract
Samples: Registration Rights Agreement (Occidental Petroleum Corp /De/)
Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other . The Company has no series or classes class of Preferred Stockcapital stock, whether or not issued or outstanding, that will, upon issuance of the Preferred Shares, rank senior to the Preferred Shares with respect to the payment of dividends and or the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bank of America Corp /De/)
Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stockpreferred stock, whether or not designated, issued Annex C (General Terms and Conditions) or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Nicolet Bankshares Inc)
Preferred Shares. The Preferred Shares have been duly and validly authorized, UST Seq. No. 381 and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Oak Ridge Financial Services, Inc.)
Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not designated, issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.. UST Sequence Xx. 000
Appears in 1 contract
Samples: Securities Purchase Agreement (Security Federal Corp)
Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement and the Master Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of preferred stock of the Company (“Preferred Stock”), whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Appears in 1 contract