REPRESENTATIONS AND WARRANTIES OF CNB BANCSHARES Sample Clauses

REPRESENTATIONS AND WARRANTIES OF CNB BANCSHARES. CNB Bancshares represents and warrants to Fifth Third that as of the date hereof or as of the indicated date, as appropriate, and subject to the standard set forth in Section I.S. except as otherwise disclosed in the Disclosure Schedule:

REPRESENTATIONS AND WARRANTIES OF CNB BANCSHARES. CNB Bancshares represents and warrants to Fifth Third that as of the date hereof or as of the indicated date, as appropriate, and subject to the standard set forth in Section I.S. except as otherwise disclosed in the Disclosure Schedule: A. ORGANIZATION; CAPITALIZATION; SUBSIDIARIES. 1. CNB Bancshares (i) is duly incorporated, validly existing and in good standing as a corporation under the corporation laws of the State of Indiana and is a registered bank holding company under the Bank Holding Company Act; (ii) is duly authorized, in all material respects, to conduct the business in which it is engaged in all material respects; (iii) has an authorized capital stock consisting entirely of 100,000,000 shares of CNB Bancshares Common Stock and 2,000,000 shares of preferred stock, no par value per share ("CNB Bancshares Preferred Stock"); (iv) has no outstanding securities of any kind, nor any outstanding options, warrants or other rights, contracts, understandings or commitments entitling another person to acquire (or to receive consideration based on the value of) any securities of CNB Bancshares of any kind, other than (a) 34,781,304 shares of CNB Bancshares Common Stock, which are authorized, duly issued and outstanding as of June 11, 1999 (which amount includes shares held through CNB Bancshares' Dividend Reinvestment Plan (the "Dividend Reinvestment Plan")), all of which shares are fully paid and non-assessable, (b) options to purchase a total of not more than 1,500,000 shares of CNB Bancshares Common Stock as of June 11, 1999, which were granted to and are currently held by the present and former employees, officers, Directors and advisory directors of CNB Bancshares and/or the Bank Subsidiary or other subsidiaries of CNB Bancshares, (c) 3,336,150 shares of CNB Bancshares Common Stock issuable upon conversion of the Convertible Debentures and (d) 937,005 shares issuable pursuant to certain Benefits Plans (as defined below) as set forth in the Disclosure Schedule. Since the date referred to in clause (iv) of the preceding sentence to the date hereof, CNB Bancshares has not issued any shares, except in connection with the exercise of the options referred to in clause (iv)(b), conversion of the Convertible Debentures referred to in clause (iv)(c), or under the Benefit Plans as set forth in the Disclosure Schedule, or any additional options. CNB Bancshares has made available to Fifth Third a correct and complete list of all options referred to in clause (iv...