Gold Banc. As of the date hereof, the authorized capital stock of Gold Banc consists only of 50,000,000 shares of Gold Banc Common Stock and 50,000,000 shares of Gold Banc Preferred Stock, of which 17,181,618 shares of Gold Banc Common Stock and no shares of Gold Banc Preferred Stock are issued and outstanding. All outstanding shares of Gold Banc Common Stock are validly issued, fully paid and nonassessable and are not subject to preemptive rights.
Gold Banc. Gold Banc is a corporation duly organized, validly existing and in good standing under the laws of the State of Kansas with all requisite corporate power and authority to own, lease and operate its properties and conduct its business as it is now being conducted. Gold Banc is duly registered as a bank holding company under the BHC Act. Gold Banc is duly qualified and in good standing in all states where the conduct of its business so requires except where failure to so qualify is not reasonably likely to have a Material Adverse Effect on Gold Banc.
Gold Banc. As of the date hereof, the authorized capital stock of Gold Banc consists only of 50,000,000 shares of Gold Banc Common Stock and 50,000,000 shares of Gold Banc Preferred Stock, of which 17,181,618 shares of Gold Banc Common Stock and no shares of Gold Banc Preferred Stock are issued and outstanding. All outstanding shares of Gold Banc Common Stock are validly issued, fully paid and nonassessable and are not subject to preemptive rights. There are no outstanding or authorized options, warrants, agreements, subscriptions, calls, demands or rights of any character relating to the capital stock of Gold Banc, whether or not issued, including without limitation securities convertible into or evidencing the right to purchase any Gold Banc Common Stock, Gold Banc Preferred Stock or any other securities of Gold Banc, except as reflected in the Gold Banc SEC Documents.
Gold Banc. (i) understands that neither the issuance in the Merger of the shares of Blue Rhino Series A Stock as set forth in Section 1.7(a) nor the issuance of Blue Rhino Common Stock issuable upon conversion thereof (collectively, the "GOLD BANC BLUE RHINO SECURITIES") have been registered under the Securities Act, or under any state securities laws, and are being issued in reliance upon federal and state exemptions for transactions not involving any public offering; (ii) is acquiring the Gold Banc Blue Rhino Securities solely for its own account for investment purposes and not with a view to the distribution of Gold Banc Blue Rhino Securities and will not transfer any Gold Banc Blue Rhino Securities without compliance with all applicable securities laws; provided, that Blue Rhino acknowledges and agrees that Gold Banc may transfer the Gold Banc Blue Rhino Securities as a capital contribution to any wholly owned (either directly or through an unbroken chain of entities each of which is wholly owned) subsidiary, including, without limitation, any such subsidiary engaged in merchant banking or venture capital activities; provided such transferee becomes a party to, and agrees to be bound by, the Stockholders Agreement and Registration Rights Agreement (as defined in Section 7.1(c)); (iii) is a sophisticated investor with sufficient knowledge and experience in financial, investment and business affairs to permit it to evaluate the merits and risks involved in acquiring the Gold Banc Blue Rhino Securities and is able to bear the economic risk and lack of liquidity inherent in holding the Gold Banc Blue Rhino Securities for an indefinite period of time, including the risk that the Gold Banc Blue Rhino Securities may lose all of their value; and (iv) has received certain information concerning Blue Rhino and has had the opportunity to ask questions of, and receive answers from, Blue Rhino and its representatives concerning the business of Blue Rhino and the terms of the Gold Banc Blue Rhino Securities and to obtain additional information as desired in order to evaluate the merits and risks inherent in acquiring the Gold Banc Blue Rhino Securities.
