First Union. 10 Fitch .....................................................................10 FNMA .....................................................................10
First Union. First Union is a corporation duly organized and validly ----------- existing in good standing under the laws of the State of North Carolina, with its principal executive offices located in Charlotte, North Carolina. First Union is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. As of the date hereof, First Union has 2,000,000,000 authorized shares of common stock, each of $3.33 1/3 par value ("First Union Common Stock", together with the rights ("First Union Rights") issued pursuant to the Amended and Restated Shareholder Protection Rights Agreement, dated as of October 15, 1996 (the "First Union Rights Agreement") attached thereto), 40,000,000 authorized shares of Class A Preferred Stock, no-par value ("First Union Class A Preferred Stock"), and 10,000,000 authorized shares of Preferred Stock, no-par value ("First Union Preferred Stock") (no other class of capital stock being authorized), of which approximately 968,139,000 shares of First Union Common Stock, no shares of First Union Class A Preferred Stock, and no shares of First Union Preferred Stock, were issued and outstanding as of March 31, 1999. The FUNC Subsidiary is a wholly-owned direct subsidiary of First Union and was organized by First Union solely as a vehicle to effect the Merger (as hereinafter defined) and has engaged in no other business activities and has conducted its operations only as contemplated hereby.
First Union. 15 FNMA...................................................................15
First Union. First Union is a corporation duly organized and existing in good standing under the laws of the Xxxxx xx Xxxxx Xxxxxxxx, with its principal executive offices located in Charlotte, North Carolina. First Union is a registered bank holding company under the BHCA. As of the date hereof, First Union has 750,000,000 authorized shares of common stock, each of $3.33 1/3 par value ("First Union Common Stock"), 40,000,000 authorized shares of Class A Preferred Stock, no-par value ("First Union Class A Preferred Stock"), and 10,000,000 authorized shares of Preferred Stock, no-par value ("First Union Preferred Stock") (no other class of capital stock being authorized), of which 280,488,704 shares of First Union Common Stock (without giving effect to the two-for-one First Union Common Stock split paid on July 31, 1997 to holders of record of First Union Common Stock on July 1, 1997), no shares of First Union Class A Preferred Stock, and no shares of First Union Preferred Stock, were issued and outstanding as of June 30, 1997.
First Union. First Union currently is the holder of the existing First Union debt. As part of this credit facility, First Union will become a party to this Agreement. The existing First Union debt will be paid down to $22,500,000. The $22,500,000 balance of the existing First Union debt will then be amended and restated and will become a part of the Term Loans. The note evidencing the existing First Union debt will be amended and restated and will be one of the Term Loan Notes. The First Union Mortgages will be amended and restated to reflect that the indebtedness secured includes the entire amount of the Loan and to release the equipment that is included in the security under the First Union Mortgages.
First Union. First Union is a corporation duly organized and validly existing in good standing under the laws of the State of North Carolina, with its principal executive offices located in Charlotte, North Carolina. First Union is registered as a financial holding company and a bank holding company under the Bank Holding Company Act of 1956, as amended.
First Union. As co-trustee of the Tollefson Co-Trusts, First Uniox by its execution and delivery of this Agreement hereby authorizes, consents and agrees to the terms of this Agreement and authorizes the Tollefson Trustee to carry out xxx xxxxx hereof by voting the Voting Shares of the Tollefson Co-Trusts in the mannxx xxx xxr the purposes set forth herein.
First Union. First Union shall not be permitted to sell, transfer, pledge, redeem or otherwise dispose of its shares of common stock in the Corporation for a period equal to the earlier of (i) three-years from the date of the Corporation’s initial public offering or (ii) at such time as NKT is no longer providing advisory services to the Corporation; provided, however, in no event shall such period be less than one-year from the date of the Corporation’s initial public offering; provided, however, after one-year from the date of the IPO, First Union shall be permitted to pledge its shares of common stock in the Corporation in connection with a loan to have a principal amount no greater than 35% of the value of all shares of the Corporation’s common stock (based on the IPO price of the Corporation’s common stock) held by First Union.
First Union. The Corporation shall grant First Union and its subsidiaries an irrevocable waiver from the Corporation’s excess share provision set forth in its Articles of Incorporation enabling First Union to own at any time up to 17.5% of the Corporation’s common stock (determined in accordance with Paragraph 5e), or such lesser amount as is required from time to time under applicable rules of the Internal Revenue Code, provided that no one equityholder of First Union is deemed to own more than 8.9% of the outstanding common stock. First Union shall receive at closing of the IPO an opinion of counsel to the Corporation with respect to the valid, binding and enforceable nature of the waiver.
First Union. The term "First Union" shall mean First Union Corporation of Virginia, a Virginia corporation.
