Prior Issuances. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not sold, issued or distributed any shares of preferred stock during the six-month period preceding the date hereof.
Prior Issuances. Except as described in the General Disclosure Package, the Company has not sold, issued or distributed any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the 1933 Act, other than shares issued pursuant to employee benefit or equity incentive plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.
Prior Issuances. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not sold, issued or distributed any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the 1933 Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans; pursuant to employee inducement grants pursuant to NYSE Rule 303A.08; pursuant to outstanding options, rights or warrants; pursuant to the Company’s Dividend Reinvestment Plan; or pursuant to the CS Financial Merger Agreement.
Prior Issuances. All of such outstanding shares have been duly authorized, validly issued and are fully paid and nonassessable, were not issued in violation of the terms of any agreement or other understanding binding upon the Company, and were issued in compliance with all applicable federal and state securities, or "blue-sky," laws and regulations.
Prior Issuances. All issuances of securities by CGI prior to the date --------------- of this Agreement have been made in full compliance with applicable law. CGI is not aware of any pending litigation, threatened claim, or unasserted possible claim seeking damages or recision as a consequence of any such issuance.
Prior Issuances. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not sold, issued or distributed any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the 1933 Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans; pursuant to employee inducement grants pursuant to NASDAQ Listing Rule 5635(c)(4); pursuant to outstanding options, rights or warrants; pursuant to the Company’s Dividend Reinvestment Plan; pursuant to the Securities Purchase Agreement, dated as of December 3, 2013, by and among the Company, Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel L.P.; pursuant to the Oaktree Purchase Agreement; pursuant to the Patriot Purchase Agreement; or pursuant to the Purchase and Assumption Agreement, dated as of January 31, 2014, by and among the Company, CS Financial, Inc., RenovationReady, LLC, Chadron Group, LLC and Granite Loan Management of Delaware, LLC.
Prior Issuances. All issuances and sales of capital stock of the Company prior to the date hereof were registered under the Securities Act or were issued under circumstances which, based upon the reasonable belief of the Company and on a good-faith basis, made them exempt from registration under the Securities Act.
Prior Issuances. All prior offers and sales of securities of the Company were (a) exempt from registration under the 1933 Act, (b) registered pursuant to, or exempt from registration under, all pertinent state securities, or Blue Sky, laws, and (c) registered pursuant to, or exempt from registration under, all pertinent foreign securities laws.
Prior Issuances. Pursuant to those certain Note Purchase Agreements, each dated as of September 15, 2004, between the Company and each of the parties listed on Schedule A thereto as purchasers of the Notes (as amended from time to time and as in effect immediately prior to the Effective Date, collectively, the “Existing Note Agreement”), the Company issued $150,000,000 aggregate principal amount of its 5.54% Senior Notes due 2016 (as amended from time to time and as in effect immediately prior to the Effective Date, the “Existing Notes"). The Existing Notes are currently outstanding and held (beneficially or of record) by the Noteholders as set forth on Schedule A hereto. The Company has requested that the Noteholders agree to amend various provisions of the Existing Note Agreement and the Existing Notes. The Noteholders have, subject to the satisfaction of the conditions set forth in Section 3 of this Agreement, consented to such request. The mutual agreement of the parties as to such matters is set forth in the amendment and restatement of the Existing Note Agreement and the Existing Notes provided for in this Agreement.
Prior Issuances. 11 2.26 Tax Consequences of Reorganization..........................11 2.27
