First Citizens Common Shares. (i) As of the date hereof, the authorized capital stock of First Citizens consists of 10,000,000 First Citizens Common Shares, of which 5,434,300.44 shares were outstanding as of the date hereof. As of the date hereof, except as Previously Disclosed, First Citizens does not have any Rights issued or outstanding with respect to First Citizens Common Shares and First Citizens does not have any commitment to authorize, issue or sell any First Citizens Common Shares or Rights, except pursuant to this Agreement. The outstanding First Citizens Common Shares have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and are subject to preemptive rights (but were not issued in violation of any preemptive rights).
First Citizens Common Shares. If the Average First Citizens Price of a First Citizens Common Share is less than $16.67, then Futura may, at its option, terminate this Agreement; provided, however, that in the event that Futura notifies First Citizens of its intent to terminate this Agreement under this Section, then, prior to Futura exercising any right of termination hereunder, First Citizens may, at its sole option, for a period of five (5) business days following receipt of such notice, offer to distribute to Futura shareholders an additional number of First Citizens Common Shares necessary in order to increase the Share Exchange Ratio to equal 85% of the quotient of $23, divided by the Average First Citizens Price (the “First Citizens Offer”). If First Citizens does not make the First Citizens Offer, Futura may terminate this Agreement.
