Subordinated Notes. The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.
Subordinated Notes. The Subordinated Notes have been duly authorized by the Company and when executed by the Company and completed and authenticated by the Trustee in accordance with, and in the form contemplated by, the Indenture and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, under the Indenture and will constitute legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture, and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles. When executed and delivered, the Subordinated Notes will be substantially in the forms attached as exhibits to the Indenture.
Subordinated Notes. This Subordinated Note is one of a duly authorized issue of notes of Southern States Bancshares, Inc., an Alabama corporation (the “Company”), designated as the “3.50% Fixed-to-Floating Rate Subordinated Notes due 2032” (the “Subordinated Notes”) in an aggregate principal amount of $48,000,000 and initially issued on February 7, 2022. The Company has issued this Subordinated Note under that certain Indenture dated as of February 7, 2022, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, N.A., as Trustee (the “Trustee”). All capitalized terms not otherwise defined in this Subordinated Note will have the meanings assigned to them in the Indenture. The terms of this Subordinated Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). This Subordinated Note is subject to all such terms, and the Holder (as defined below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern and be controlling.
Subordinated Notes. (a) Subject to Section 2.16(b), Section 2.16(c), Section 2.16(d) and Section 2.16(e), the Issuer may issue Subordinated Notes pursuant to this Indenture (each, a “Subordinated Note Issuance”) for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Original Notes (or any Refinancing Notes in respect of the Original Notes), in whole or in part. Each Subordinated Note Issuance shall be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally as a Note for all purposes under this Indenture. Each Subordinated Note shall have such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds from the issuance of any such Subordinated Notes, including making distributions to the Equityholder and redeeming the Original Notes (or any Refinancing Notes in respect of the Original Notes) in whole or in part.
Subordinated Notes. Make any payment of principal or interest on the Subordinated Notes, unless:
Subordinated Notes. Each of the Subordinated Notes are owned directly by an Originator, free and clear of any Adverse Claim.
Subordinated Notes. Company has the corporate power and authority to issue the Subordinated Notes. The Subordinated Notes are the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. The subordination provisions of the Subordinated Note Indentures, the Subordinated Notes and the other Subordinated Note Documents are enforceable against the holders of the Subordinated Notes, and the Loans and all other monetary Obligations hereunder are and will be within the definition of "Senior Indebtedness" included in such provisions. The Subordinated Notes (a) have been registered or qualified under applicable federal and state securities laws or (b) are exempt therefrom.
Subordinated Notes. The subordination provisions relating to the Subordinated Notes (the "Subordination Provisions") shall fail to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof, or the principal or interest on any Loan, Reimbursement Obligation or other Obligations shall fail to constitute "Senior Debt" (as defined in any Subordinated Note) or "senior indebtedness" (or any other similar term)); or the Borrower or any of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner (i) the effectiveness, validity or enforceability of any of the Subordination Provisions, or (ii) that any of such Subordination Provisions exist for the benefit of the Agents and the Lenders.
Subordinated Notes. The subordination provisions relating to the Senior Subordinated Notes or any other subordinated debt of the Borrower or any of its Restricted Subsidiaries (the "Subordination Provisions") shall fail to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof, or the principal or interest on any Loan, Reimbursement Obligation or other Obligations shall fail to constitute "Senior Indebtedness" (as defined in any Senior Subordinated Note) or "senior indebtedness" (or any other similar term) under any document instrument or agreement evidencing any such other subordinated debt; or the Borrower or any of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner (i) the effectiveness, validity or enforceability of any of the Subordination Provisions, or (ii) that any of such Subordination Provisions exist for the benefit of the Agents and the Lenders.
Subordinated Notes. Agent and Lenders hereby consent to the amendment and restatement of each Subordinated Note as defined in the respective Intercreditor and Subordination Agreements dated August 13, 1999 executed by each of Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxxxx, as Trustee of the Xxxxxxxxxx Family Trust, U/D/T dated 0/0/00, Xxxx Xxxxx, Xxxxxxx Xxxxx, Yoshinosuke Xxxxxx, Xxxx Xxxxxx Xxxxxx, Trentworth Securities, Inc., Xxxxx X. Xxxx and Xxxxx X. Xxxx, as Trustees of the Hall Living Trust dated April 12, 1994 ("Hall"), Xxxxxxx Xxxxxxx ("Xxxxxxx"), and Xxxxxxx Xxx Xxxxxx, as Trustee of the Xxxxxxx Xxx Xxxxxx Intervivos Trust of September 6, 1996 ("Xxxxxx") (whose interest under the Subordinated Note has been assigned to Holdings, LLC) (collectively, other than Xxxxxx and Holdings LLC, the "Subordinated Noteholders"), provided that (a) the original principal amount of and the interest rate under each Subordinated Note remains unchanged (except that the interest payable to Hall and Xxxxxxx under their respective Subordinated Notes may be increased to a rate not to exceed 13.25% per annum) and the principal amount of certain of the Subordinated Notes may be increased in accordance with Schedule 1 attached hereto, (b) the Subordinated Noteholders each sign the acknowledgement at the end of this Amendment, (c) although the Subordinated Debt with CCS as debtor may be converted to preferred shares of SWI stock on the Amendment Effective Date, no cash payment in exchange for such preferred shares will be permitted until repayment and satisfaction in full of the Liabilities with respect to the Term Loan (subject to the provisions of Section 7), and then only from the proceeds of the Alloy Stock, and (d) Holdings LLC enters into an Intercreditor and Subordination Agreement in form and substance satisfactory to Agent and all the Lenders (the "LLC Subordination Agreement").
