Common use of Authorized Stock Clause in Contracts

Authorized Stock. CoBancorp has heretofore taken, and until termination of the right to exercise the option shall hereafter take, all corporate and other action necessary to authorize and reserve, and, subject to obtaining the governmental and other approvals and consents contemplated by this Agreement and as may be required by law, to permit it to issue, all of the Option Shares, including any additional shares of Common Stock, that may be issued pursuant to Section 7. The Option Shares, including any such additional shares of Common Stock, upon issuance pursuant hereto, shall be duly and validly issued, fully paid, and nonassessable, and shall be delivered free and clear of all liens, claims, charges, and encumbrances of any kind, including any preemptive rights of any stockholder of CoBancorp. CoBancorp will not, by charter amendment or otherwise, avoid or seek to avoid the observance or performance of any of its obligations or representations in this Agreement.

Authorized Stock. CoBancorp Security First has heretofore taken, and until termination of the right to exercise the option shall hereafter take, all corporate and other action necessary to authorize and reserve, and, subject to obtaining the governmental and other approvals and consents contemplated by this Agreement and as may be required by law, to permit it to issue, all of the Option Shares, including any additional shares of Common Stock, that may be issued pursuant to Section 7. The Option Shares, including any such additional shares of Common Stock, upon issuance pursuant hereto, shall be duly and validly issued, fully paid, and nonassessable, and shall be delivered free and clear of all liens, claims, charges, and encumbrances of any kind, including any preemptive rights of any stockholder of CoBancorpSecurity First. CoBancorp Security First will not, by charter amendment or otherwise, avoid or seek to avoid the observance or performance of any of its obligations or representations in this Agreement.

Authorized Stock. CoBancorp Signal has heretofore taken, and until termination of the right to exercise the option shall hereafter take, all corporate and other action necessary to authorize and reserve, and, subject to obtaining the governmental and other approvals and consents contemplated by this Agreement and as may be required by law, to permit it to issue, all of the Option Shares, including any additional shares of Common Stock, that may be issued pursuant to Section 7. The Option Shares, including any such additional shares of Common Stock, upon issuance pursuant hereto, shall be duly and validly issued, fully paid, and nonassessable, and shall be delivered free and clear of all liens, claims, charges, and encumbrances of any kind, including any preemptive rights of any stockholder of CoBancorpSignal. CoBancorp Signal will not, by charter amendment or otherwise, avoid or seek to avoid the observance or performance of any of its obligations or representations in this Agreement.