Common use of Capital Stock and Related Matters Clause in Contracts

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorize the Company to issue 50,000,000 shares of common stock, each without par value (“Common Stock”). As of November 17, 2021, 33,908,419 shares (excluding 1,220,543 shares held in treasury) of the Company’s Common Stock were issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Farmers National Banc Corp /Oh/)

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Capital Stock and Related Matters. The Articles of Incorporation Charter of the Company authorize authorizes the Company to issue 50,000,000 100,000,000 shares of common stock, each without no par value (“Common Stock”)value, and 10,000,000 shares of preferred stock, no par value. As of November 17the date of this Agreement, 2021, 33,908,419 there are 60,444,547 shares (excluding 1,220,543 shares held in treasury) of the Company’s Common Stock were common stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Other than Except pursuant to the Company’s equity incentive plans duly adopted by the Company’s board Board of directorsDirectors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Heritage Commerce Corp)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorize the Company to issue 50,000,000 10,000,000 shares of common stock and 2,000,000 shares of preferred stock, each without par value (“Common Stock”). As of November 17December 31, 2021, 33,908,419 7,595,781 shares (excluding 1,220,543 shares held in treasury) of the Company’s Common Stock common stock and 28,750 shares of Company’s preferred stock were issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (MainStreet Bancshares, Inc.)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorize authorizes the Company to issue 50,000,000 20,000,000 shares of common stock, each without par value (“Common Stock”)$2.50 per share, and 250,000 shares of preferred stock, par value $1.00 per share. As of November 17the date of this Agreement, 2021, 33,908,419 there are 12,976,946 shares (excluding 1,220,543 shares held in treasury) of the Company’s Common Stock were common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Summit Financial Group Inc)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorize the Company to issue 50,000,000 10,000,000 shares of common stock and 2,000,000 shares of preferred stock, each without par value (“Common Stock”). As of November 17December 31, 20212020, 33,908,419 7,443,842 shares (excluding 1,220,543 shares held in treasury) of the Company’s Common Stock common stock and 28,750 shares of Company’s preferred stock were issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (MainStreet Bancshares, Inc.)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorize authorizes the Company to issue 50,000,000 (i) 185,000,000 shares of common stock, each without no par value (“Common Stock”) and (ii) 1,000,000 shares of preferred stock (“Preferred Stock”). As of November 17September 30, 20212020, 33,908,419 28,179,798 shares (excluding 1,220,543 shares held in treasury) of the Company’s Common Stock, and no shares of the Company’s Preferred Stock were are issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Central Pacific Financial Corp)

Capital Stock and Related Matters. The Articles Certificate of Incorporation Formation of the Company authorize authorizes the Company to issue 50,000,000 10,000,000 shares of common stock, each without par value (“Common Stock”)and no shares of preferred stock. As of November 17the date of December 31, 20212020, 33,908,419 6,501,024 shares (excluding 1,220,543 shares held in treasury) of the Company’s Common Stock were common stock and no shares of Company’s preferred stock are issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (River Financial Corp)

Capital Stock and Related Matters. The Articles of Incorporation Charter of the Company authorize authorizes the Company to issue 50,000,000 40,000,000 shares of common stock, each without $1.00 par value (“Common Stock”)value, and 10,000,000 shares of preferred stock, $1.00 par value. As of November 17the date of this Agreement, 2021, 33,908,419 there are 21,602,199 shares (excluding 1,220,543 shares held in treasury) of the Company’s Common Stock were common stock issued and 21,408,017 shares of the Company’s common stock outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (First Bancshares Inc /MS/)

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Capital Stock and Related Matters. The Articles of Incorporation of the Company authorize the Company to issue 50,000,000 20,000,000 shares of common stock and 10,000,000 shares of preferred stock, each without par value (“Common Stock”). As of November 17March 31, 20212022, 33,908,419 17,586,333 shares (excluding 1,220,543 shares held in treasury) of the Company’s Common Stock common stock and no shares of Company’s preferred stock were issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Other than pursuant to the Company’s equity incentive plans disclosed in the Company’s Reports and duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Colony Bankcorp Inc)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorize the Company to issue 50,000,000 30,000,000 shares of common stock and 2,000,000 shares of preferred stock, each without par value (“Common Stock”). As of November 17the date of this Agreement, 2021, 33,908,419 there are 13,332,484 shares (excluding 1,220,543 shares held in treasury) of the Company’s Common Stock were common stock and zero shares of preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Other than pursuant to the Company’s equity incentive and other benefit plans duly adopted by the Company’s board Board of directors, there areDirectors, as of the date hereof, hereof there are no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company.

Appears in 1 contract

Samples: Form of Subordinated Note Purchase Agreement (Bay Banks of Virginia Inc)

Capital Stock and Related Matters. The Articles of Incorporation of the Company authorize the Company to issue 50,000,000 5,000,000 shares of common stock and 250,000 shares of preferred stock, each without par value (“Common Stock”). As of November 17the date of this Agreement, 2021, 33,908,419 there are (i) 1,401,511 shares (excluding 1,220,543 shares held in treasury) of the Company’s Common Stock were common stock issued and outstanding. outstanding and (ii) 4,500 shares of Company’s preferred stock issued and outstanding as Company’s Senior Non-Cumulative Perpetual Preferred Stock, Series A. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to Company’s equity incentive plans duly adopted by Company’s Board of Directors.

Appears in 1 contract

Samples: Form of Subordinated Note Purchase Agreement (Blue Ridge Bankshares, Inc.)

Capital Stock and Related Matters. The Articles of Incorporation Charter of the Company authorize authorizes the Company to issue 50,000,000 40,000,000 shares of common stock, each without par value (“Common 900,000 shares of 10% Cumulative Preferred Stock and 10,000,000 shares of Senior Preferred Stock”). As of November 17March 31, 2021, 33,908,419 there were 32,771,013 shares (excluding 1,220,543 shares held in treasury) of the Company’s Common common stock issued and outstanding, and no shares of the Company’s 10% Cumulative Preferred Stock were or Senior Preferred Stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Bancfirst Corp /Ok/)

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