Common use of Parent Stock Clause in Contracts

Parent Stock. (i) As of the date hereof, the authorized capital stock of Parent consists solely of 100,000,000 shares of Parent Common Stock, of which 22,472,279 shares were issued and outstanding as of the date hereof, and 100,000,000 shares of Parent Preferred Stock, of which no shares were issued and outstanding as of the date hereof. The outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the shares of Parent Common Stock have been issued in violation of the preemptive rights of any Person. As of the date hereof, there are no Rights authorized, issued or outstanding with respect to the capital stock of Parent, except for shares of Parent Common Stock issuable pursuant to the Parent Benefits Plans and by virtue of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Commercial Capital Bancorp Inc), Agreement and Plan of Merger (Hawthorne Financial Corp)

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Parent Stock. (i) As of the date hereof, the authorized capital stock of Parent consists solely of 100,000,000 15,000,000 shares of Parent Common Stock, of which 22,472,279 11,235,410 shares were issued and outstanding as of the date hereof, and 100,000,000 1,000,000 shares of Parent Preferred Stock, of which no shares were issued and outstanding as of the date hereof. The outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the shares of Parent Common Stock have been issued in violation of the preemptive rights of any Person. As of the date hereof, except as Previously Disclosed, there are no Rights authorized, issued or outstanding with respect to the capital stock of Parent, except for shares of Parent Common Stock issuable pursuant to the Parent Benefits Plans and by virtue of this Agreement.

Appears in 1 contract

Samples: Shareholder Agreement (PCB Bancorp Inc)

Parent Stock. (i) As of the date hereof, the authorized capital stock of Parent consists solely of 100,000,000 400,000,000 shares of Parent Common Stock, of which 22,472,279 148,281,801 shares were issued and outstanding as of the date hereofJuly 31, 2002, and 100,000,000 5,000,000 shares of Parent Preferred Stock, of which no shares were issued and outstanding as of the date hereof. The outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the shares of Parent Common Stock have been issued in violation of the preemptive rights of any Person. As of the date hereof, there are no Rights authorized, issued or outstanding with respect to the capital stock of Parent, except for (i) shares of Parent Common Stock issuable pursuant to the Parent Benefits Plans Plans, (ii) shares of Parent Common Stock and/or Parent Preferred Stock issuable upon the exercise of Parent Rights and (iii) by virtue of this Agreement.

Appears in 1 contract

Samples: Shareholder Agreement (Banknorth Group Inc/Me)

Parent Stock. (i) As of the date hereof, the authorized capital stock of Parent consists solely of 100,000,000 15,000,000 shares of Parent Common Stock, of which 22,472,279 2,827,318 shares were issued and outstanding as of the date hereof, and 100,000,000 10,000,000 shares of Parent Preferred Stock, of which no 50 shares were issued and outstanding as of the date hereof. The outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the shares of Parent Common Stock have been issued in violation of the preemptive rights of any Person. As of the date hereof, except as Previously Disclosed, there are no Rights authorized, issued or outstanding with respect to the capital stock of Parent, except for shares of Parent Common Stock issuable pursuant to the Parent Benefits Plans and by virtue of this Agreement.

Appears in 1 contract

Samples: Shareholder Agreement (Vineyard National Bancorp)

Parent Stock. (i) As of the date hereof, the authorized capital stock of Parent consists solely of 100,000,000 500,000,000 shares of Parent Common Stock, of which 22,472,279 46,284,226 shares were issued and outstanding as of the date hereofMarch 31, 2004, and 100,000,000 20,000,000 shares of Parent Preferred Stock, of which no shares were issued and outstanding as of the date hereof. The outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the shares of Parent Common Stock have been issued in violation of the preemptive rights of any Person. As of the date hereof, there are no Rights authorized, issued or outstanding with respect to the capital stock of Parent, except for shares of Parent Common Stock issuable pursuant to the Parent Benefits Plans and by virtue of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Slippery Rock Financial Corp)

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Parent Stock. (i) As of the date hereof, the authorized capital stock of Parent consists solely of 100,000,000 500,000,000 shares of Parent Common Stock, of which 22,472,279 46,644,484 shares were issued and outstanding as of the date hereofAugust 31, 2004, and 100,000,000 20,000,000 shares of Parent Preferred Stock, of which no shares were issued and outstanding as of the date hereof. The outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the shares of Parent Common Stock have been issued in violation of the preemptive rights of any Person. As of the date hereof, there are no Rights authorized, issued or outstanding with respect to the capital stock of Parent, except for shares of Parent Common Stock issuable pursuant to the Parent Benefits Plans and by virtue of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NSD Bancorp Inc)

Parent Stock. (i) As of the date hereof, the authorized capital stock of Parent consists solely of 100,000,000 25,000,000 shares of Parent Common Stock, of which 22,472,279 11,499,018 shares were issued and outstanding as of the date hereofJune 30, 2006, and 100,000,000 1,000,000 shares of Parent Preferred Stock, of which no shares were issued and outstanding as of the date hereof. The outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the shares of Parent Common Stock have been issued in violation of the preemptive rights of any Person. As of the date hereof, there are no Rights authorized, issued or outstanding with respect to the capital stock of Parent, except for shares of Parent Common Stock issuable pursuant to the Parent Benefits Benefit Plans and by virtue of this Agreement.

Appears in 1 contract

Samples: Employment Agreement (First Community Bancshares Inc /Nv/)

Parent Stock. (i) As of the date hereof, the authorized capital common stock of Parent consists solely of 100,000,000 10,000,000 shares of Parent Common Stock, of which 22,472,279 4,518,873 shares were issued and outstanding as of the date hereofMarch 6, 2007 and 100,000,000 500,000 shares of Parent Preferred Stock, of which no shares were issued and outstanding as of the date hereof. The outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and non-non assessable, and none of the shares of Parent Common Stock have been issued in violation of the preemptive rights of any Person. As of the date hereof, there are no Rights authorized, issued or outstanding with respect to the capital stock of Parent, except for shares of Parent Common Stock issuable pursuant to the Parent Benefits Plans and by virtue of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Keystone Corp)

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