Capital Stock of the Bank. The authorized capital stock of the Bank consists solely of 50,000 shares of voting common stock, par value $5.00 per share, of which 23,200 shares are issued and outstanding, all being owned of record and beneficially by Seller free and clear of any and all liens, claims, rights of third parties, charges or encumbrances of any kind or character whatsoever, and 50,000 shares of non-voting common stock non of which is issued and outstanding. The Shares as of the date of this Agreement are not subject to any restriction with respect to their transferability other than those regulatory approvals and consents referred to in Section 3.23 hereof. Upon the transfer and delivery of the Shares to Buyer at Closing, as herein contemplated, Buyer will receive good and absolute title to the Shares free and clear of all liens, claims, rights of third parties, charges or encumbrances of any kind or character whatsoever, and, other than as set forth in Schedule 3.05, free from any restriction with respect to transferability other than applicable regulatory approvals, consents and filings. The Shares have been duly authorized, validly issued and are fully paid, being nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. The Bank has no outstanding subscriptions, options, warrants or other agreements or commitments obligating the Bank to issue shares of its capital stock or any securities representing the right to purchase or otherwise receive, directly or indirectly, any shares of the capital stock of the Bank, nor is there any agreement providing for an amendment to its Articles of Incorporation so as to increase the amount of authorized capital stock. There are no voting trusts or other agreements, arrangements or understandings with respect to the voting of the Shares. There are no restrictions on the ability of the Bank to declare and pay dividends, other than those imposed by applicable state laws and regulations.
Capital Stock of the Bank. The authorized capital stock of the Bank consists of 1,750,000 shares of Common Stock, $3.33 1/3 par value. As of the date hereof, 978,160 shares of Common Stock are issued and outstanding, and no shares of Common Stock are held in treasury by the Bank. As of the date hereof, 121,743 shares of Common Stock are reserved for issuance upon the exercise of outstanding stock options previously issued pursuant to the Stock Option Plans, and except as enumerated above, no shares of common stock are reserved for future issuance. All outstanding shares of Common Stock have been validly issued and are fully paid and nonassessable (except as provided in 12 U.S.C. Section 55) and are not subject to preemptive rights. All of the issued and outstanding shares of Common Stock have been offered, issued and sold by the Bank in compliance with applicable federal and state securities laws and regulations and in compliance with any preemptive right held by any Person. There are no dividends which have accrued or been declared but are unpaid on the Common Stock. The Bank has no contractual obligation to register any shares of Common Stock under the Securities Act. The Bank has delivered to the Partnership a true and correct list of all holders of Common Stock as of September 30, 1995.
Capital Stock of the Bank. The issued and outstanding capital stock of the Bank upon completion of the Merger shall consist of 451,105 issued and outstanding shares of the Bank Common Stock held by the Company.
Capital Stock of the Bank. Section 4.1.3 of the Disclosure Schedule correctly sets forth the state or states in which the Bank conducts its business. Borrower owns 100% of the outstanding shares of capital stock of the Bank. There is no plan, agreement or understanding providing for, or contemplating, the issuance of any additional shares of capital stock of the Bank. All of the Bank Shares have been duly authorized, legally and validly issued, fully paid and nonassessable, and, following the Closing Date, Borrower will own the Bank Shares free and clear of all pledges, liens, security interests, charges or encumbrances, except for any security interest granted herewith by Borrower to Lender. None of the Bank Shares have been issued in violation of any shareholder’s preemptive rights. There are, as of the date of this Agreement, no outstanding options, rights, warrants or other agreements or instruments obligating Borrower to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Bank or obligating Borrower or the Bank to grant, extend or enter into any such agreement or commitment.
