Common use of Capitalization of Buyer Clause in Contracts

Capitalization of Buyer. The authorized capi- tal stock of Buyer consists of (i) 100,000,000 shares of Buyer Common Stock, of which, as of November 30, 1996, 61,586,802 shares were issued and outstanding and (ii) 5,000,000 shares of preferred stock, no par value ("Buyer Preferred Stock"), issu- able in series, none of which, as of November 30, 1996, is is- sued or outstanding. Buyer has designated 1,000,000 shares of Buyer Preferred Stock as "Series A Junior Participating Pre- ferred Stock" and has reserved such shares for issuance upon exercise of Preferred Stock Purchase Rights under a Rights Agreement dated May 23, 1988 (the "Buyer Rights Agreement"), between Buyer and Mercantile Bank of St. Louis National As- sociation, as Rights Agent. As of November 30, 1996 Buyer had reserved (i) 4,074,479 shares of Buyer Common Stock for issu- ance under various employee stock option and incentive plans ("Buyer Stock Options"), (ii) 600,418 shares of Buyer Common Stock for issuance upon the acquisition of Regional Bancshares, Inc. pursuant to an agreement dated August 22, 1996, and (iii) up to 17,235,960 shares of Buyer Common Stock for issuance upon the acquisition of Xxxx Xxxxx Bancshares, Inc. ("Xxxx Xxxxx") pursuant to an agreement dated October 27, 1996 (the "Xxxx Xxxxx Merger Agreement"). From November 30, 1996 through the date of this Agreement, no shares of Buyer Common Stock or other Equity Securities of Buyer have been issued excluding any such shares which may have been issued pursuant to stock-based employee benefit or incentive plans and programs or pursuant to the foregoing agreements. Buyer continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the ac- quisition by it of another bank, association, bank holding com- pany, savings and loan holding company or other company (or the assets thereof) for consideration that may include equity secu- rities. In addition, prior to the Effective Time, Buyer may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposes. Notwithstanding the foregoing, Buyer will not take any action that would (i) prevent the transac- tions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the IRC or (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agreement. Except as set forth above and except pursuant to the Buyer Rights Agreement, there are no other Equity Secu- rities of Buyer outstanding. All of the issued and outstanding shares of Buyer Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any stockholder of Buyer. At the Effective Time, the Buyer Common Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and non-assessable, and will not be issued in violation of any preemptive right of any stockholder of Buyer.

Capitalization of Buyer. The authorized capi- tal capital stock of Buyer consists of (i) 100,000,000 shares of Buyer Common Stock, of which, as of November 30July 31, 19961995, 61,586,802 54,423,205 shares were issued and outstanding and (ii) 5,000,000 shares of preferred stock, no par value ("Buyer Preferred Stock"), issu- able issuable in series, none of which, as which 5,306 shares of November 30, 1996, is is- sued Series B-1 Preferred Stock and 9,500 shares of Series B-2 Preferred Stock are issued or outstanding. Buyer has designated 1,000,000 shares of Buyer Preferred Stock as "Series A Junior Participating Pre- ferred Preferred Stock" and has reserved such shares for issuance upon exercise of Preferred Stock Purchase Rights under a Rights Agreement dated May 23, 1988 (the "Buyer Rights Agreement"), between Buyer and Mercantile Bank of St. Louis National As- sociationAssociation, as Rights Agent. As of November 30July 31, 1996 1995 Buyer had reserved (i) 4,074,479 4,515,373 shares of Buyer Common Stock for issu- ance issuance under various employee stock option and incentive plans ("Buyer Stock Options"), (ii) 600,418 322,000 shares of Buyer Common Stock for issuance upon the acquisition of Regional BancsharesSecurity Bank of Xxxxxx, Inc. FSB ("Xxxxxx") pursuant to an agreement Agreement and Plan of Reorganization dated August 22July 7, 19961995, and (iii) up to 17,235,960 675,000 shares of Buyer Common Stock for issuance upon the acquisition of Xxxx Xxxxx Southwest Bancshares, Inc. ("Xxxx XxxxxSouthwest") pursuant to an agreement Agreement and Plan of Merger dated October January 27, 1996 1995, (iv) 661,385 shares of Buyer Common Stock for issuance upon the acquisition of AmeriFirst Bancorporation Inc. ("Xxxx Xxxxx AmeriFirst") pursuant to an Agreement and Plan of Merger Agreementdated February 16, 1995, and (v) 521,424 shares of Buyer Common Stock for issuance upon the acquisition of First Sterling Bancorp, Inc. (")Sterling") pursuant to an Agreement and Plan of Merger dated July 24, 1995. From November 30July 31, 1996 1995 through the date of this Agreement, no shares of Buyer Common Stock or other Equity Securities of Buyer have been issued excluding any such shares which may have been issued pursuant to stock-stock- based employee benefit or incentive plans and programs programs, or pursuant to the foregoing agreements. Buyer continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the ac- quisition acquisition by it of another bank, association, bank holding com- panycompany, savings and loan holding company or other company (or the assets thereof) for consideration that may include equity secu- ritiessecurities. In addition, prior to the Effective Time, Buyer may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposes. Notwithstanding the foregoing, Buyer will not take any action that would (i) prevent the transac- tions transactions contemplated hereby from qualifying (A) for pooling-of-interests accounting treatment or (B) as a reorganization within the meaning of Section 368 of the IRC Internal Revenue Code or (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agreement. Except as set forth above and except for securities to be issued in connection with Buyer's pending acquisitions of Xxxxxx and Sterling and except pursuant to the Buyer Rights Agreement, there are no other Equity Secu- rities Securities of Buyer outstanding. All of the issued and outstanding shares of Buyer Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any stockholder of Buyer. At the Effective Time, the Buyer Common Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and non-assessable, and will not be issued in violation of any preemptive right of any stockholder of Buyer.

Capitalization of Buyer. (a) The authorized capi- tal capital stock of Buyer consists of (i) 100,000,000 200,000,000 shares of Buyer Common Stock, of which, which 72,318,960 shares were outstanding as of November 30the close of business on December 31, 1996, 61,586,802 shares were issued and outstanding and (ii) 5,000,000 6,000,000 shares of preferred stockPreferred Stock, no par value $1.00 per share (the "Buyer Preferred Stock"), issu- able in seriesof which no shares were outstanding as of the close of business on December 31, none 1996 or on the date hereof. All of whichthe outstanding shares of Buyer Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Buyer has no shares of capital stock reserved for issuance, except: that, as of November 30December 31, 1996, is is- sued there were (i) 8,200,000 shares of Buyer Common Stock reserved for issuance pursuant to Buyer's 1992 Incentive and Stock Award Plan, 752,493 shares of Buyer Common Stock reserved for issuance pursuant to Buyer's 1988 Incentive and Stock Award Plan, 4,000,000 shares of Buyer Common Stock reserved for issuance pursuant to Buyer's 1994 Employee Stock Purchase Plan, 431,500 shares of Buyer Common Stock reserved for issuance pursuant to Buyer's 1990 Employee Stock Purchase Plan, 500,000 shares of Buyer Common Stock reserved for issuance pursuant to Buyer's Stock Purchase Plan for International Employees, 250,000 shares of Buyer Common Stock reserved for issuance pursuant to Buyer's Directors Stock Compensation Plan and up to 6,000,000 shares of Buyer Common Stock to be reserved for issuance either pursuant to the 1997 Incentive and Stock Award Plan or outstanding. other employee awards (such plans being referred to herein, collectively, as the "Buyer has designated 1,000,000 Stock Plans"), and 1,500,000 shares reserved as Deferred Stock Units ("Deferred Stock Units") and (ii) 2,000,000 shares of Buyer Preferred Stock as "Series A Junior Participating Pre- ferred Stock" and has reserved such shares for issuance upon exercise pursuant to Buyer's Shareholder Rights Plan, dated as of Preferred Stock Purchase August 26, 1987, and amended as of September 18, 1990 and January 1, 1991 between Buyer and Xxxxxx Trust Company of New York (as successor Rights under a Rights Agreement dated May 23, 1988 Agent) (the "Buyer Rights Agreement"), between Buyer and Mercantile Bank of St. Louis National As- sociation, as Rights Agent. As of November 30, 1996 Buyer had reserved (i) 4,074,479 shares of Buyer Common Stock for issu- ance under various employee stock option and incentive plans ("Buyer Stock Options"), (ii) 600,418 shares of Buyer Common Stock for issuance upon the acquisition of Regional Bancshares, Inc. pursuant to an agreement dated August 22, 1996, and (iii) up to 17,235,960 shares of Buyer Common Stock for issuance upon the acquisition of Xxxx Xxxxx Bancshares, Inc. ("Xxxx Xxxxx") pursuant to an agreement dated October 27, 1996 (the "Xxxx Xxxxx Merger Agreement"). From November 30, 1996 through the date of this Agreement, no shares of Buyer Common Stock or other Equity Securities of Buyer have been issued excluding any such shares which may have been issued pursuant to stock-based employee benefit or incentive plans and programs or pursuant to the foregoing agreements. Buyer continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the ac- quisition by it of another bank, association, bank holding com- pany, savings and loan holding company or other company (or the assets thereof) for consideration that may include equity secu- rities. In addition, prior to the Effective Time, Buyer may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposes. Notwithstanding the foregoing, Buyer will not take any action that would (i) prevent the transac- tions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the IRC or (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agreement. Except as set forth above and except pursuant to the Buyer Rights Agreement, there are no other Equity Secu- rities of Buyer outstanding. All of the issued and outstanding shares of Buyer Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any stockholder of Buyer. At the Effective Time, the Buyer Common Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and non-assessable, and will not be issued in violation of any preemptive right of any stockholder of Buyer.

Capitalization of Buyer. The authorized capi- tal capital stock of Buyer consists of (i) 100,000,000 200,000,000 shares of Buyer Common Stock, of which, as of November 30April 1, 19961998, 61,586,802 95,567,122 shares were issued and outstanding and (ii) 5,000,000 1,000,000 shares of preferred stock, no par value ("Buyer Preferred Stock"), issu- able issuable in series, none of which, as of November 30April 1, 19961998, is is- sued issued or outstanding. Buyer has designated 1,000,000 (i) 500,000 shares of Buyer Preferred Stock as "Series A Junior Participating Pre- ferred Preferred Stock" and has reserved such shares for issuance upon exercise of Preferred Stock Purchase Rights under a Rights Agreement dated May 23October 27, 1988 1989 (the "Buyer Rights Agreement"), between Buyer and Mercantile Bank of St. Louis National As- sociationStar Bank, N.A., as Rights AgentAgent and (ii) 218,000 shares of Buyer Preferred Stock as "Series B Cumulative Preferred Stock." Pursuant to the Buyer Rights Agreement, each certificate representing one share of Buyer Common Stock also represents one Rights (as defined in the Buyer Rights Agreement). As of November 30December 31, 1996 1997 Buyer had reserved (i) 4,074,479 options outstanding for 6,586,501 shares of Buyer Common Stock for issu- ance issuance under various employee stock option and incentive plans ("Buyer Stock Options"), (ii) 600,418 shares of Buyer Common Stock for issuance upon the acquisition of Regional Bancshares, Inc. pursuant to an agreement dated August 22, 1996, and (iii) up to 17,235,960 shares of Buyer Common Stock for issuance upon the acquisition of Xxxx Xxxxx Bancshares, Inc. ("Xxxx Xxxxx") pursuant to an agreement dated October 27, 1996 (the "Xxxx Xxxxx Merger Agreement"). From November 30April 1, 1996 1998 through the date of this Agreement, no shares of Buyer Common Stock or other Equity Securities of Buyer have been issued excluding any such shares which may have been issued pursuant to stock-based employee benefit or incentive plans and programs or pursuant to the foregoing agreementsprograms. Buyer continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the ac- quisition acquisition by it of another bank, association, bank holding com- panycompany, savings and loan holding company or other company (or the assets thereof) for consideration that may include equity secu- ritiesEquity Securities. In addition, prior to the Effective Time, Buyer may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposes. Notwithstanding the foregoing, Buyer will not take any action that would (i) prevent the transac- tions transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 368(a) of the IRC Internal Revenue Code or as a pooling of interests for accounting and financial reporting purposes or (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b6.1(b) or the consummation of the transactions contemplated by this Agreement. Except as set forth above and except pursuant to the Buyer Rights Agreement, there are no other Equity Secu- rities Securities of Buyer outstanding. All of the issued and outstanding shares of Buyer Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any stockholder of Buyer. At the Effective Time, the Buyer Common Stock Stock, including associated Rights, to be issued in the Merger will be duly authorized, validly issued, fully paid and non-assessable, and will not be issued in violation of any preemptive right of any stockholder of Buyer.